SUB-TRANSFER AGENCY AND SERVICE AGREEMENT
between
XXXXXXX SHAREHOLDER SERVICES, INC.
and
STATE STREET BANK AND TRUST COMPANY
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TABLE OF CONTENTS
1. Duties of the Bank. . . . . . . . . . . . . . . . . . . . . . . 1
2. Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . 3
3 Wire Transfer Operating Guidelines. . . . . . . . . . . . . . . 4
4. Data Access and Proprietary Information . . . . . . . . . . . . 5
5. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . 6
6. Standard of Care. . . . . . . . . . . . . . . . . . . . . . . . 8
7. Covenants of the Transfer Agent and the Bank. . . . . . . . . . 8
8. Representations and Warranties of the Bank. . . . . . . . . . . 9
9. Representations and Warranties of the Transfer Agent. . . . . . 9
10. Termination of Agreement. . . . . . . . . . . . . . . . . . . .10
11 Assignment. . . . . . . . . . . . . . . . . . . . . . . . . . .10
12. Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . .10
13. Massachusetts Law to Apply. . . . . . . . . . . . . . . . . . .10
14. Force Majeure . . . . . . . . . . . . . . . . . . . . . . . . .11
15. Consequential Damages . . . . . . . . . . . . . . . . . . . . .11
16. Limitation of Shareholder Liability . . . . . . . . . . . . . .11
17. Merger of Agreement . . . . . . . . . . . . . . . . . . . . . .11
18. Survival. . . . . . . . . . . . . . . . . . . . . . . . . . . .11
19. Severability. . . . . . . . . . . . . . . . . . . . . . . . . .11
20. Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . .12
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SUB-TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the 15th day of August, 1996, by and between,
Xxxxxxx Shareholder Services, Inc. a corporation, having its principal office
and place of business at 0000 Xxxxxxxxxx Xxx. Xxxxx 0000X, Xxxxxxxx,
Xxxxxxxx, 00000 (the "Transfer Agent"), and STATE STREET BANK AND TRUST
COMPANY, a Massachusetts trust company having its principal office and place
of business at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (the "Bank");
WHEREAS, the Transfer Agent has been appointed by each of the investment
companies (including each series thereof) listed on Schedule A (the
"Fund(s)"), each an open-end management investment company registered under
the Investment Company Act of 1940, as amended, as transfer agent, dividend
disbursing agent and shareholder servicing agent in connection with certain
activities, and the Transfer Agent has accepted each such appointment;
WHEREAS, the Transfer Agent has entered into a Transfer Agency and
Service Agreement with each of the Funds (including each series thereof)
listed on Schedule A pursuant to which the Transfer Agent is responsible for
certain transfer agency and dividend disbursing functions for each Fund's
authorized and issued shares of common stock or shares of beneficial interest
as the case may be ("Shares") and each Fund's shareholders ("Shareholders")
and the Transfer Agent is authorized to subcontract for the performance of
its obligations and duties thereunder in whole or in part with the Bank;
WHEREAS, the Transfer Agent desires to appoint the Bank as its
sub-transfer agent, and the Bank desires to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenant herein
contained, the parties hereto agree as follows:
1. DUTIES OF THE BANK
1.1 Subject to the terms and conditions set forth in this Agreement, the
Bank shall act as the Transfer Agent's sub-transfer agent for Shares in
connection with any accumulation plan, open account, dividend reinvestment
plan, retirement plan or similar plan provided to Shareholders and set out in
each Fund's currently effective prospectus and statement of additional
information ("Prospectus"), including without limitation any periodic
investment plan or periodic withdrawal program. As used herein the term
'"Shares" means the authorized and issued shares of common stock, or shares
of beneficial interest, as the case may be, for each Fund listed in Schedule
A. In accordance with procedures established from time to time by agreement
between the Transfer Agent and the Bank, the Bank shall provide the services
listed in this Section 1.
(a) The Bank shall:
(i) receive for acceptance, orders for the purchase of Shares, and
promptly deliver payment and appropriate documentation thereof to the
Custodian of each
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Fund authorized pursuant to the Articles of Incorporation or
organization of each Fund (the "Custodian");
(ii) pursuant to purchase orders, issue the appropriate number of
Shares and hold such Shares in the appropriate Shareholder account;
(iii) receive for acceptance redemption requests and redemption
directions and deliver the appropriate documentation thereof to the
Custodian;
(iv) in respect to the transactions in items (i), (ii) and
(iii) above, the Bank shall execute transactions directly with
broker-dealers authorized by each Fund;
(v) at the appropriate time as and when it receives monies paid to
it by the Custodian with respect to any redemption, pay over or cause
to be paid over in the appropriate manner such monies as instructed
by the redeeming Shareholders;
(vi) effect transfers of Shares by the registered owners thereof
upon receipt of appropriate instructions;
(vii) prepare and transmit payments for dividends and distributions
declared by each Fund;
(viii) issue replacement certificates for those certificates alleged
to have been lost, stolen or destroyed upon receipt by the Bank of
indemnification satisfactory to the Bank and protecting the Bank and
each Fund, and the Bank at its option, may issue replacement
certificates in place of mutilated stock certificates upon
presentation thereof and without such indemnity;
(ix) maintain records of account for and advise the Transfer Agent
and its Shareholders as to the foregoing; and
(x) Record the issuance of Shares of each Fund and maintain
pursuant to Rule 17Ad-10(e) of the Securities Exchange Act of 1934 as
amended (the "Exchange Act of 1934") a record of the total number of
Shares of each Fund which are authorized, based upon data provided to
it by each Fund or the Transfer Agent, and issued and outstanding.
The Bank shall also provide each Fund on a regular basis with the
total number of Shares which are authorized and issued and outstanding
and shall have no obligation, when recording the issuance of Shares,
to monitor the issuance of such Shares or to take cognizance of any
laws relating to the issue or sale of such Shares, which functions
shall be the sole responsibility of each Fund or the Transfer Agent.
1.2 (a) For reports, the Bank shall:
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(i) maintain all Shareholder accounts, prepare meeting, proxy,
and mailing lists, withhold taxes on US resident and non-resident
alien accounts, prepare and file US Treasury Department reports
required with respect to interest, dividends and distributions by
federal authorities for all Shareholders, prepare confirmation forms
and statements of account to Shareholders for all purchases and
redemptions of Shares and other confirmable transactions in
Shareholder account information.
(b) For blue sky reporting the Bank shall provide a system that will
enable each Fund or the Transfer Agent to monitor the total number of
Shares sold in each State, and each Fund or the Transfer Agent shall:
(i) identify to the Bank in writing those transactions and assets
to be treated as exempt from blue sky reporting for each State; and
(ii) verify the establishment of transactions for each State on the
System prior to the activity for each State, the responsibility of
the Bank for each Fund's blue sky state registration status is solely
limited to the initial establishment of transactions subject to blue
sky compliance by the Fund or the Transfer Agent and the reporting of
such transactions to the Fund as provided above.
1.3 Per the attached service responsibility schedule procedures as to who
shall provide certain of these services in Section 1 may be established from
time to time by agreement between the Transfer Agent and the Bank. The Bank
may at times perform only a portion of these services and the Transfer Agent
may perform these services on each Fund's behalf.
1.4 The Bank shall provide additional services on behalf of the Transfer
Agent (i.e., escheat services) that may be agreed upon in writing between the
Bank and the Transfer Agent.
2. FEES AND EXPENSES
2.1 For the performance by the Bank pursuant to this Agreement, the Transfer
Agent agrees to pay the Bank an annual maintenance fee for each Shareholder
account as set out in the initial fee schedule attached hereto. Such fees and
out-of-pocket expenses and advances identified under Section 2.2 below may be
changed from time to time subject to mutual written agreement between the
Transfer Agent and the Bank.
2.2 In addition to the fee paid under Section 2.1 above, the Transfer Agent
agrees to reimburse the Bank for out-of-pocket expenses, including, but not
limited to confirmation production, postage, forms, telephone, microfilm,
microfiche, tabulating proxies, records storage, or advances incurred by the
Bank for the items set out in the fee schedule attached hereto. In addition,
any other expenses incurred by the Bank at the request or with the consent of
the Transfer Agent, will be reimbursed by the Transfer Agent.
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2.3 The Transfer Agent agrees to pay all fees and reimbursable expenses
within fifteen days following the receipt of the respective billing notice.
Postage for mailing of dividends, proxies, Fund reports and other mailings to
all shareholder accounts shall be advanced to the Bank by the Transfer Agent
at least seven (7) days prior to the mailing date of such materials.
3. WIRE TRANSFER OPERATING GUIDELINES/ARTICLES 4A OF THE UNIFORM COMMERCIAL
CODE
3.1 The Bank is authorized to promptly debit the appropriate Transfer Agent
account(s) upon the receipt of a payment order in compliance with the
selected security procedure (the "Security Procedure") chosen for funds
transfer and in the amount of money that the Bank has been instructed to
transfer. The Bank shall execute payment orders in compliance with the
Security Procedure and with the Transfer Agent's instructions on the
execution date provided that such payment order is received by the customary
deadline for processing such a request, unless the payment order specifies a
later time. All payment orders and communications received after this time
frame will be deemed to have been received the next business day.
3.2 The Transfer Agent acknowledges that the Security Procedure it has
designated on the Transfer Agent Selection Form was selected by the Transfer
Agent from security procedures offered by the Bank. The Transfer Agent shall
restrict access to confidential information relating to the Security
Procedure to authorized persons as communicated to the Bank in writing. The
Transfer Agent must notify the Bank immediately if it has reason to believe
unauthorized persons may have obtained access to such information or of any
change in the Transfer Agent's authorized personnel. The Bank shall verify
the authenticity of all such instructions according to the Security Procedure.
3.3 The Bank shall process all payment orders on the basis of the account
number contained in the payment order. In the event of a discrepancy between
any name indicated on the payment order and the account number, the account
number shall take precedence and govern.
3.4 When a Transfer Agent initiates or receives Automated Clearing House
("ACH") credit and debit entries pursuant to these guidelines and the rules
of the National Automated Clearing House Association and the New England
Clearing House Association, the Bank will act as an Originating Depository
Financial Institution and/or receiving Depository Financial Institution, as
the case may be, with respect to such entries. Credits given by the Bank with
respect to an ACH credit entry are provisional until the Bank receives final
settlement for such entry from the Federal Reserve Bank. If the Bank does not
receive such final settlement, the Transfer Agent agrees that the Bank shall
receive a refund of the amount credited to the Transfer Agent in connection
with such entry, and the party making payment to the Transfer Agent via such
entry shall not be deemed to have paid the amount of the entry.
3.5 The Bank reserves the right to decline to process or delay the
processing of a payment order which (a) is in excess of the collected balance
in the account to be charged at the time of the Bank's receipt of such
payment order, or (b) if the Bank, in good faith, is unable to satisfy itself
that the transaction has been properly authorized.
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3.6 The Bank shall use reasonable efforts to act on all authorized requests
to cancel or amend payment orders received if requests are received in a
timely manner affording the Bank reasonable opportunity to act. However, the
Bank assumes no liability if the request for amendment or cancellation cannot
be satisfied.
3.7 The Bank shall assume no responsibility for failure to detect any
erroneous payment order provided that the Bank complies with the payment
order instructions as received and the Bank complies with the Security
Procedure. The Security Procedure is established for the purpose of
authenticating payment orders only and not for the detection of errors in
payment orders.
3.8 The Bank shall assume no responsibility for lost interest with respect
to the retransfer Agentable amount of any unauthorized payment order unless
the Bank is notified of the unauthorized payment order within thirty (30)
days of notification by the Bank of the acceptance of such payment order. In
no event (including failure to execute a payment order) shall the Bank be
liable for special, indirect or consequential damages, even if advised of the
possibility of such damages.
3.9 Confirmation of Bank's execution of payment orders shall ordinarily be
provided within 24 hours notice of which may be delivered through the Bank's
proprietary information systems, or by facsimile or call-back. Client must
report any objections to the execution of an order within 30 days.
4. DATA ACCESS AND PROPRIETARY INFORMATION
The Transfer Agent acknowledges that the data bases, computer programs, screen
formats, report formats, interactive design techniques, and other information
furnished to the Transfer Agent by the Bank are provided solely in connection
with the services rendered under this Agreement and constitute copyrighted trade
secrets or proprietary information of substantial value to the Bank. Such
databases, programs, formats, designs, techniques and other information are
collectively referred to below as "Proprietary Information". The Transfer Agent
agrees that it shall treat all Proprietary Information as proprietary to the
Bank and further agrees that it shall not divulge any Proprietary Information to
any person or organization except as expressly permitted hereunder. The Transfer
Agent agrees for itself and its employees and Agents:
(a) to use such programs and databases (i) solely on the Transfer Agent's
computers, or (ii) solely from equipment at the locations agreed to between
the Transfer Agent and the Bank and (iii) in accordance with the Bank's
applicable user documentation;
(b) to refrain from copying or duplicating in any way (other than in the
normal course of performing processing on the Transfer Agent's computers)
any part of any Proprietary Information;
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(c) to refrain from obtaining unauthorized access to any programs, data or
other information not owned by the Transfer Agent, and if such access is
accidentally obtained, to respect and safeguard the same Proprietary
Information;
(d) to refrain from causing or allowing proprietary information
transmitted from the Bank's computer to the Transfer Agent's terminal to be
retransmitted to any other computer terminal or other device except as
expressly permitted by the Bank, such permission not to be unreasonably
withheld;
(e) that the Transfer Agent shall have access only to those authorized
transactions as agreed to between the Transfer Agent and the Bank; and
(f) to honor reasonable written requests made by the Bank to protect at
the Bank's expense the rights of the Bank in Proprietary Information at
common law and under applicable statutes.
Each party shall take reasonable efforts to advise its employees of their
obligations pursuant to this Section 4.
5. INDEMNIFICATION
5.1 Except as provided in Section 6, herein, the Bank shall not be
responsible for, and the Transfer Agent shall indemnify and hold the Bank
harmless from and against, any and all losses, damages, costs, charges,
counsel fees, payments, expenses and liability arising out of or attributable
to:
(a) all actions of the Bank or its agent or subcontractors required to be
taken pursuant to this Agreement, provided that such actions are taken in
good faith and without negligence or willful misconduct;
(b) the Transfer Agent's lack of good faith, negligence or willful
misconduct;
(c) the reliance on or use by the Bank or its agents or subcontractors of
information, records, documents or services which (i) are given to the
Bank or its agents or subcontractors, and (ii) have been prepared,
maintained or performed by the Transfer Agent or any other person or firm
on behalf of the Transfer Agent including but not limited to any previous
transfer agent or registrar excluding the Bank;
(d) the reliance on, or the carrying out by the Bank or its agents or
subcontractors of any instructions or requests of the Transfer Agent; and
(e) the offer or sale of Shares in violation of any requirement under the
federal securities laws or regulations or the securities laws or
regulations of any state that such Shares be registered in such state or in
violation of any stop order or other determination
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or ruling by any federal agency or any state with respect to the offer or
sale of such Shares in such state.
5.2 At any time the Bank may apply to any officer of the Transfer Agent for
instructions, and may consult with legal counsel with respect to any matter
arising in connection with the services to be performed by the Bank under
this Agreement, and the Bank and its Agents or subcontractors shall not be
liable and shall be indemnified by the Transfer Agent for any action taken or
omitted by it in reliance upon such instructions or upon the opinion of such
counsel.
The Bank, its agents and subcontractors shall be protected and indemnified in
acting upon any paper or document furnished by or on behalf of the Transfer
Agent, reasonably believed by the Batik as being in good order and to have been
signed by the proper person or persons, or upon any instruction, information,
data, records or documents provided the Bank or its Agents or subcontractors by
machine readable input, telex, CRT data entry or other similar means authorized
by the Transfer Agent, and shall not be held to have notice of any change of
authority of any person, until receipt of written notice thereof from the
Transfer Agent. The Bank, its agents and subcontractors shall also be protected
and indemnified in recognizing stock certificates which are reasonably believed
to bear the proper manual or facsimile signatures of the officers of the
Transfer Agent, and the proper countersignature of the Transfer Agent or any
former transfer agent or former registrar, or of a co-transfer agent or
co-registrar.
5.3 In order that the indemnification provisions contained in this Section 5
shall apply, upon the assertion of a claim for which the Transfer Agent may
be required to indemnify the Bank, the Bank shall promptly notify the
Transfer Agent of such assertion, and shall keep the Transfer Agent advised
with respect to all developments concerning such claim. The Transfer Agent
shall have the option to participate with the Bank in the defense of such
claim or to defend against said claim in its own name or in the name of the
Bank. The Bank shall in no case confess any claim or make any compromise in
any case in which the Transfer Agent may be required to indemnify the Bank
except with the Transfer Agent's prior written consent.
6. STANDARD OF CARE
6.1 The Bank shall at all times act in good faith and agrees to use its best
efforts within reasonable limits to insure the accuracy of all services
performed under this Agreement, but assumes no responsibility and shall not
be liable for loss or damage due to errors unless said errors are caused by
its negligence, bad faith, or willful misconduct or that of its employees.
6.2 The Bank shall work with the Transfer Agent to ensure that a Fund is
made whole by the responsible party for any material losses or damages
resulting from errors, material unreconciled items, carelessness, negligence,
bad faith, or willful misconduct by the Bank or its agents or subcontractors,
or that of their employees. Neither the Bank, its agents or subcontractors,
nor the Transfer Agent may waive full liability for losses or damages based
on the above.
6.3 Errors identified as caused by the sub-transfer agent will not be
charged to the Funds in the monthly billing.
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7. COVENANTS OF THE TRANSFER AGENT AND THE BANK
7.1 The Bank hereby agrees to establish and maintain facilities and
procedures reasonably acceptable to the Transfer Agent for safekeeping of
stock certificates, check forms and facsimile signature imprinting devices,
if any; and for the preparation or use, and for keeping account of, such
certificates, forms and devices.
7.2 The Bank shall keep records relating to the services to be performed
hereunder, in the form and manner as it may deem advisable. To the extent
required by Section 31 of the Investment Company Act of 1940, as amended, and
the Rules thereunder, the Bank agrees that all such records prepared or
maintained by the Bank relating to the services to be performed by the Bank
hereunder are the property of the Transfer Agent and will be preserved,
maintained and made available in accordance with such Section and Rules, and
will be surrendered promptly to the Transfer Agent on and in accordance with
its request.
7.3 The Bank and the Transfer Agent agree that all books, records,
information and data pertaining to the business of the other party which are
exchanged or received pursuant to the negotiation or the carrying out of this
Agreement shall remain confidential, and shall not be voluntarily disclosed
to any other person, except as may be required by law.
7.4 In case of any requests or demands for the inspection of the Shareholder
records of the Transfer Agent, the Bank will endeavor to notify the Transfer
Agent and to secure instructions from an authorized officer of the Transfer
Agent as to such inspection. The Bank reserves the right, however, to exhibit
the Shareholder records to any person whenever it is advised by its counsel
that it may be held liable for the failure to exhibit the Shareholder records
to such person.
8. REPRESENTATIONS AND WARRANTIES OF THE BANK
The Bank represents and warrants to the Transfer Agent that:
(a) it is a trust company duly organized and existing and in good standing
under the laws of The Commonwealth of Massachusetts;
(b) it is duly qualified to carry on its business in The Commonwealth of
Massachusetts;
(c) it is empowered under applicable laws and by its Charter and By-Laws
to enter into and perform this Agreement;
(d) all requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement;
(e) it has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under this
Agreement; and
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(f) it is registered as a transfer agent undo Section 17A(c)(2) of the
Exchange Act.
9. REPRESENTATIONS AND WARRANTIES OF THE TRANSFER AGENT
The Transfer Agent represents and warrants to the Bank that:
(a) it is a corporation duly organized and existing and in good standing
under the laws of the State of Delaware;
(b) it is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this Agreement;
(c) all corporate proceedings required by said Articles of Incorporation
and By-Laws have been taken to authorize it to enter into and perform
this Agreement.
(d) it is registered as a transfer agent under Section 17A(c)(2) of the
Exchange Act.
10. TERMINATION OF AGREEMENT
10.1 This Agreement shall continue for a period of five years (the "Initial
Term") and be renewed or terminated as stated below.
10.2 This Agreement shall terminate upon the termination of the Transfer
Agency Agreement between the Funds and the Transfer Agent.
10.3 This Agreement may be terminated or renewed after the Initial Term by
either party upon ninety (90) days written notice to the other.
10.4 Should the Transfer Agent exercise its right to terminate, all
reasonable out-of-pocket expenses associated with the movement of records and
material will be borne by the Transfer Agent. Additionally, the Bank reserves
the right to charge for any other reasonable expenses associated with such
termination and/or a charge equivalent to the average of three (3) months'
fees.
11. ASSIGNMENT
11.1 Except as provided in Section 11.3 below, neither this Agreement nor any
rights or obligations hereunder may be assigned by either party without the
written consent of the other party.
11.2 This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.
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11.3 The Bank will, without further consent on the part of the Transfer
Agent, subcontract for the performance hereof with National Financial Data
Services, Inc., a subsidiary of BFDS duly registered as a transfer agent
pursuant to Section 17A(c)(2) provided, however, that the Bank shall be as
fully responsible to the Transfer Agent for the acts and omissions of any
subcontractor as it is for its own acts and omissions.
12. AMENDMENT
This Agreement may be amended or modified by a written agreement executed by
both parties.
13. MASSACHUSETTS LAW TO APPLY
This Agreement shall be construed and the provisions thereof interpreted under
and in accordance with the laws of The Commonwealth of Massachusetts.
14. FORCE MAJEURE
In the event either party is unable to perform its obligations under the terms
of this Agreement because of acts of God, strikes, equipment or transmission
failure or damage reasonably beyond its control, or other causes reasonably
beyond its control, such party shall not be liable for damages to the other for
any damages resulting from such failure to perform or otherwise from such
causes.
15. CONSEQUENTIAL DAMAGES
Neither party to this Agreement shall be liable to the other party for
consequential damages under any provision of this Agreement or for any
consequential damages arising out of any act or failure to act hereunder.
16. LIMITATIONS OF SHAREHOLDER LIABILITY
Each party hereby expressly acknowledges that recourse against the Funds shall
be subject to those limitations provided by governing law and the Declaration of
Trust or Articles of Incorporation of the Funds, as applicable, and agrees that
obligations assumed by the Funds pursuant to the Transfer Agency Agreement shall
be limited in all cases to the Funds and their respective assets. Each party
shall not seek satisfaction from the Shareholders or any individual Shareholder
of the Funds, nor shall any party seek satisfaction of any obligations from the
Directors\Trustees or any individual Director\Trustee of the Funds.
17. MERGER OF AGREEMENT
This Agreement constitutes the entire agreement between the parties hereto and
supersedes any prior agreement with respect to the subject matter hereof whether
oral or written.
18. SURVIVAL
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All provisions regarding indemnification, warranty, liability, and limits
thereon, and confidentiality and/or protection of proprietary rights and trade
secrets shall survive the termination of this Agreement.
19. SEVERABILITY
If any provision or provisions of this Agreement shall be held invalid,
unlawful, or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired.
20. COUNTERPARTS
This Agreement may be executed by the parties hereto on any number of
counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in their names and on their behalf by and through their duly authorized
officers, as of the day first written above.
XXXXXXX SHAREHOLDER SERVICES, INC.
BY: /s/ Xxxxx Xxxxxx
TITLE: Vice President
ATTEST: Xxxxxxxxx Xxxxxx
STATE STREET BANK AND TRUST COMPANY
BY: /s/ Xxxxxx X. Xxxxx
TITLE: Executive Vice President
ATTEST: Xxxxxxxx Xxxxx
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AMENDMENT TO SUB-TRANSFER AGENCY AND SERVICE AGREEMENT
BETWEEN
XXXXXXX SHAREHOLDER SERVICES, INC.
AND
STATE STREET BANK AND TRUST COMPANY
GENERAL BACKGROUND:
Xxxxxxx Shareholder Services, Inc. ("CSSI"), and State Street Bank and Trust
Company ("State Street") entered into a sub-transfer agency and service
agreement ("Agreement") dated August 15, 1996.
For accounting reasons, CSSI desires to amend the Agreement by assigning the
contract for the transfer agent functions (except for shareholder servicing) to
each Xxxxxxx Group Fund. CSSI will continue to be responsible for the
shareholder servicing and for any responsibilities currently shown as Transfer
Agent responsibilities in Fund Service Responsibilities attachment to the
Agreement.
The Agreement must be assigned to the Xxxxxxx Group Funds for accounting
purposes.
CSSI and State Street must each consent to this assignment.
CHANGES CAUSED BY THIS ASSIGNMENT:
The current subtransfer agent, National Financial Data Services, Inc. ("NFDS"),
will xxxx each Xxxxxxx Group Fund, rather than CSSI, and each Xxxxxxx Group Fund
shall pay State Street or its billing agent, NFDS, all fees and expenses
incurred under the Agreement on behalf of each respective Xxxxxxx Group Fund.
NFDS will be shown in each Xxxxxxx Group Fund prospectus and statement of
additional information as the Transfer Agent, while CSSI will be shown as the
shareholder servicing agent.
State Street (NFDS) will continue to perform those functions shown in the
Agreement as Bank responsibilities.
CSSI will continue to perform the Transfer Agent responsibilities, as shown in
the Fund Service Responsibilities attachment to the Agreement.
THE ASSIGNMENT:
THIS AMENDMENT, dated as of the first day of January, 1998, by and among CSSI
and State Street:
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NOW, THEREFORE, CSSI and State Street each hereby agree that the Agreement will
be between each Xxxxxxx Group Fund and State Street, and each hereby agrees that
the Agreement is so assigned.
IN WITNESS WHEREOF, CSSI and State Street have caused this Amendment to be
executed by their duly authorized officers, effective as of January 1, 1998.
Xxxxxxx Shareholder Services, Inc. State Street Bank and Trust Company
By: /s/ By: /s/
Name: Xxxxx Xxxxxx Name: Xxxxxx X. Xxxxx
Title: Vice President, Operations Title: Executive Vice President
Date: February 18, 1998 Date: February 20, 1998
Acacia Capital Corporation
First Variable Rate Fund
Xxxxxxx Tax-Free Reserves
Xxxxxxx Social Investment Fund
Calvert Cash Reserves
The Xxxxxxx Fund By: /s/
Xxxxxxx Municipal Fund, Inc. Name: Xxxxxxx X. Xxxxxxxxx
Xxxxxxx World Values Fund, Inc. Title: Senior Vice President
Xxxxxxx New World Fund, Inc. and Secretary
Date: February 18, 1998
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