AMENDED AND RESTATED
TRANSFER AGENCY AND SERVICE AGREEMENT
with
XXXX XXXXXX TRUST FSB
[open-end funds]
TABLE OF CONTENTS
Page
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Article 1 Terms of Appointment . . . . . . . . . . . . . . . . . 1
Article 2 Fees and Expenses. . . . . . . . . . . . . . . . . . . 5
Article 3 Representations and Warranties of DWTFSB . . . . . . . 6
Article 4 Representations and Warranties of the Fund . . . . . . 7
Article 5 Duty of Care and Indemnification . . . . . . . . . . . 7
Article 6 Documents and Covenants of the Fund and DWTFSB . . . .10
Article 7 Duration and Termination of Agreement. . . . . . . . .13
Article 8 Assignment . . . . . . . . . . . . . . . . . . . . . .14
Article 9 Affiliations . . . . . . . . . . . . . . . . . . . . .14
Article 10 Amendment. . . . . . . . . . . . . . . . . . . . . . .15
Article 11 Applicable Law . . . . . . . . . . . . . . . . . . . .15
Article 12 Miscellaneous. . . . . . . . . . . . . . . . . . . . .15
Article 13 Merger of Agreement. . . . . . . . . . . . . . . . . .17
Article 14 Personal Liability . . . . . . . . . . . . . . . . . .17
AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT
AMENDED AND RESTATED AGREEMENT made as of the 1st day of August,
1997 by and between each of the Funds listed on the signature pages hereof, each
of such Funds acting severally on its own behalf and not jointly with any of
such other Funds (each such Fund hereinafter referred to as the "Fund"), each
such Fund having its principal office and place of business at Xxx Xxxxx Xxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, and XXXX XXXXXX TRUST FSB ("DWTFSB"), a
federally chartered savings bank, having its principal office and place of
business at Harborside Financial Center, Plaza Two, Xxxxxx Xxxx, Xxx Xxxxxx
00000.
WHEREAS, the Fund desires to appoint DWTFSB as its transfer agent,
dividend disbursing agent and shareholder servicing agent and DWTFSB desires to
accept such appointment;
NOW THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
Article 1 TERMS OF APPOINTMENT; DUTIES OF DWTFSB
1.1 Subject to the terms and conditions set forth in
this Agreement, the Fund hereby employs and appoints DWTFSB to act as, and
DWTFSB agrees to act as, the transfer agent for each series and class of shares
of the Fund, whether now or hereafter authorized or issued ("Shares"), dividend
disbursing agent and shareholder servicing agent in connection with any
accumulation, open-account or similar plans provided to the holders of such
Shares ("Shareholders") and set out in the currently effective prospectus and
statement of additional
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information ("prospectus") of the Fund, including without limitation any
periodic investment plan or periodic withdrawal program.
1.2 DWTFSB agrees that it will perform the following
services:
(a) In accordance with procedures established from time
to time by agreement between the Fund and DWTFSB, DWTFSB shall:
(i) Receive for acceptance, orders for the purchase of
Shares, and promptly deliver payment and appropriate documentation therefor to
the custodian of the assets of the Fund (the "Custodian");
(ii) Pursuant to purchase orders, issue the appropriate
number of Shares and issue certificates therefor or hold such Shares in book
form in the appropriate Shareholder account;
(iii) Receive for acceptance redemption requests and
redemption directions and deliver the appropriate documentation therefor to the
Custodian;
(iv) 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;
(v) Effect transfers of Shares by the registered owners
thereof upon receipt of appropriate instructions;
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(vi) Prepare and transmit payments for dividends and
distributions declared by the Fund;
(vii) Calculate any sales charges payable by a Shareholder
on purchases and/or redemptions of Shares of the Fund as such charges may be
reflected in the prospectus;
(viii) Maintain records of account for and advise the Fund
and its Shareholders as to the foregoing; and
(ix) Record the issuance of Shares of the Fund and
maintain pursuant to Rule 17Ad-10(e) under the Securities Exchange Act of 1934
("1934 Act") a record of the total number of Shares of the Fund which are
authorized, based upon data provided to it by the Fund, and issued and
outstanding. DWTFSB shall also provide to the Fund on a regular basis the total
number of Shares that are authorized, issued and outstanding and shall notify
the Fund in case any proposed issue of Shares by the Fund would result in an
overissue. In case any issue of Shares would result in an overissue, DWTFSB
shall refuse to issue such Shares and shall not countersign and issue any
certificates requested for such Shares. When recording the issuance of Shares,
DWTFSB shall have no obligation to take cognizance of any Blue Sky laws relating
to the issue of sale of such Shares, which functions shall be the sole
responsibility of the Fund.
(b) In addition to and not in lieu of the services set
forth in the above paragraph (a), DWTFSB shall:
(i) perform all of the customary services of a transfer
agent, dividend disbursing agent and, as relevant, shareholder servicing agent
in connection with dividend
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reinvestment, accumulation, open-account or similar plans (including without
limitation any periodic investment plan or periodic withdrawal program),
including but not limited to, maintaining all Shareholder accounts, preparing
Shareholder meeting lists, mailing proxies, receiving and tabulating proxies,
mailing shareholder reports and prospectuses to current Shareholders,
withholding taxes on U.S. resident and non-resident alien accounts, preparing
and filing appropriate forms required with respect to dividends and
distributions by federal tax authorities for all Shareholders, preparing and
mailing confirmation forms and statements of account to Shareholders for all
purchases and redemptions of Shares and other confirmable transactions in
Shareholder accounts, preparing and mailing activity statements for Shareholders
and providing Shareholder account information;
(ii) open any and all bank accounts which may be
necessary or appropriate in order to provide the foregoing services; and
(iii) provide a system that will enable the Fund to
monitor the total number of Shares sold in each State or other jurisdiction.
(c) In addition, the Fund shall:
(i) identify to DWTFSB in writing those transactions and
assets to be treated as exempt from Blue Sky reporting for each State; and
(ii) verify the inclusion on the system prior to
activation of each State in
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which Fund shares may be sold and thereafter monitor the daily purchases and
sales for shareholders in each State. The responsibility of DWTFSB for the
Fund's status under the securities laws of any State or other jurisdiction is
limited to the inclusion on the system of each State as to which the Fund has
informed DWTFSB that shares may be sold in compliance with state securities laws
and the reporting of purchases and sales in each such State to the Fund as
provided above and as agreed from time to time by the Fund and DWTFSB.
(d) DWTFSB shall provide such additional services and
functions not specifically described herein as may be mutually agreed between
DWTFSB and the Fund. Procedures applicable to such services may be established
from time to time by agreement between the Fund and DWTFSB.
Article 2 FEES AND EXPENSES
2.1 For performance by DWTFSB pursuant to this
Agreement, each Fund agrees to pay DWTFSB an annual maintenance fee for each
Shareholder account and certain transactional fees, if applicable, as set out in
the respective fee schedule attached hereto as Schedule A. 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 Fund
and DWTFSB.
2.2 In addition to the fees paid under Section 2.1
above, the Fund agrees to reimburse DWTFSB for out of pocket expenses in
connection with the services rendered by DWTFSB hereunder. In addition, any
other expenses incurred by DWTFSB at the request or with the consent of the Fund
will be reimbursed by the Fund.
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2.3 The Fund agrees to pay all fees and reimbursable
expenses within a reasonable period of time following the mailing of the
respective billing notice. Postage for mailing of dividends, proxies, Fund
reports and other mailings to all Shareholder accounts shall be advanced to
DWTFSB by the Fund upon request prior to the mailing date of such materials.
Article 3 REPRESENTATIONS AND WARRANTIES OF DWTFSB
DWTFSB represents and warrants to the Fund that:
3.1 It is a federally chartered savings bank whose
principal office is in New Jersey.
3.2 It is and will remain registered with the U.S.
Securities and Exchange Commission ("SEC") as a Transfer Agent pursuant to the
requirements of Section 17A of the 0000 Xxx.
3.3 It is empowered under applicable laws and by its
charter and By-Laws to enter into and perform this Agreement.
3.4 All requisite corporate proceedings have been taken
to authorize it to enter into and perform this Agreement.
3.5 It has and will continue to have access to the
necessary facilities, equipment and personnel to perform its duties and
obligations under this Agreement.
Article 4 REPRESENTATIONS AND WARRANTIES OF THE FUND
The Fund represents and warrants to DWTFSB that:
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4.1 It is a corporation duly organized and existing and
in good standing under the laws of Delaware or Maryland or a trust duly
organized and existing and in good standing under the laws of Massachusetts, as
the case may be.
4.2 It is empowered under applicable laws and by its
Articles of Incorporation or Declaration of Trust, as the case may be, and under
its By-Laws to enter into and perform this Agreement.
4.3 All corporate proceedings necessary to authorize it
to enter into and perform this Agreement have been taken.
4.4 It is an investment company registered with the SEC
under the Investment Company Act of 1940, as amended (the "1940 Act").
4.5 A registration statement under the Securities Act of
1933 (the "1933 Act") is currently effective and will remain effective, and
appropriate state securities law filings have been made and will continue to be
made, with respect to all Shares of the Fund being offered for sale.
Article 5 DUTY OF CARE AND INDEMNIFICATION
5.1 DWTFSB shall not be responsible for, and the Fund
shall indemnify and hold DWTFSB 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 DWTFSB or its agents or
subcontractors required to
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be taken pursuant to this Agreement, provided that such actions are taken in
good faith and without negligence or willful misconduct.
(b) The Fund's refusal or failure to comply with the
terms of this Agreement, or which arise out of the Fund's lack of good faith,
negligence or willful misconduct or which arise out of breach of any
representation or warranty of the Fund hereunder.
(c) The reliance on or use by DWTFSB or its agents or
subcontractors of information, records and documents which (i) are received by
DWTFSB or its agents or subcontractors and furnished to it by or on behalf of
the Fund, and (ii) have been prepared and/or maintained by the Fund or any other
person or firm on behalf of the Fund.
(d) The reliance on, or the carrying out by DWTFSB or
its agents or subcontractors of, any instructions or requests of the Fund.
(e) The offer or sale of Shares in violation of any
requirement under the federal securities laws or regulations or the securities
or Blue Sky laws of any State or other jurisdiction that notice of offering of
such Shares in such State or other jurisdiction or in violation of any stop
order or other determination or ruling by any federal agency or any State or
other jurisdiction with respect to the offer or sale of such Shares in such
State or other jurisdiction.
5.2 DWTFSB shall indemnify and hold the Fund harmless
from or against any and all losses, damages, costs, charges, counsel fees,
payments, expenses and liability arising out of or attributable to any action or
failure or omission to act by DWTFSB as a result of the lack of good faith,
negligence or willful misconduct of DWTFSB, its officers, employees or
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agents.
5.3 At any time, DWTFSB may apply to any officer of the
Fund for instructions, and may consult with legal counsel to the Fund, with
respect to any matter arising in connection with the services to be performed by
DWTFSB under this Agreement, and DWTFSB and its agents or subcontractors shall
not be liable and shall be indemnified by the Fund for any action taken or
omitted by it in reliance upon such instructions or upon the opinion of such
counsel. DWTFSB, its agents and subcontractors shall be protected and
indemnified in acting upon any paper or document furnished by or on behalf of
the Fund, reasonably believed to be genuine and to have been signed by the
proper person or persons, or upon any instruction, information, data, records or
documents provided to DWTFSB or its agents or subcontractors by machine readable
input, telex, CRT data entry or other similar means authorized by the Fund, and
shall not be held to have notice of any change of authority of any person, until
receipt of written notice thereof from the Fund. DWTFSB, 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 signature of the officers of the Fund, and the proper countersignature
of any former transfer agent or registrar, or of a co-transfer agent or
co-registrar.
5.4 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.
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5.5 Neither party to this Agreement shall be liable to
the other party for consequential damages under any provision of this Agreement
or for any act or failure to act hereunder.
5.6 In order that the indemnification provisions
contained in this Article 5 shall apply, upon the assertion of a claim for which
either party may be required to indemnify the other, the party seeking
indemnification shall promptly notify the other party of such assertion, and
shall keep the other party advised with respect to all developments concerning
such claim. The party who may be required to indemnify shall have the option to
participate with the party seeking indemnification in the defense of such claim.
The party seeking indemnification shall in no case confess any claim or make any
compromise in any case in which the other party may be required to indemnify it
except with the other party's prior written consent.
Article 6 DOCUMENTS AND COVENANTS OF THE FUND AND DWTFSB
6.1 The Fund shall promptly furnish to DWTFSB the
following, unless previously furnished to Xxxx Xxxxxx Trust Company, the prior
transfer agent of the Fund:
(a) If a corporation:
(i) A certified copy of the resolution of the Board of
Directors of the Fund authorizing the appointment of DWTFSB and the execution
and delivery of this Agreement;
(ii) A certified copy of the Articles of Incorporation
and By-Laws of the Fund and all amendments thereto;
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(iii) Certified copies of each vote of the Board of
Directors designating persons authorized to give instructions on behalf of the
Fund and signature cards bearing the signature of any officer of the Fund or any
other person authorized to sign written instructions on behalf of the Fund;
(iv) A specimen of the certificate for Shares of the Fund
in the form approved by the Board of Directors, with a certificate of the
Secretary of the Fund as to such approval;
(b) If a business trust:
(i) A certified copy of the resolution of the Board of
Trustees of the Fund authorizing the appointment of DWTFSB and the execution and
delivery of this Agreement;
(ii) A certified copy of the Declaration of Trust and
By-Laws of the Fund and all amendments thereto;
(iii) Certified copies of each vote of the Board of
Trustees designating persons authorized to give instructions on behalf of the
Fund and signature cards bearing the signature of any officer of the Fund or any
other person authorized to sign written instructions on behalf of the Fund;
(iv) A specimen of the certificate for Shares of the Fund
in the form approved by the Board of Trustees, with a certificate of the
Secretary of the Fund as to such approval;
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(c) The current registration statements and any
amendments and supplements thereto filed with the SEC pursuant to the
requirements of the 1933 Act or the 1940 Act;
(d) All account application forms or other documents
relating to Shareholder accounts and/or relating to any plan, program or service
offered or to be offered by the Fund; and
(e) Such other certificates, documents or opinions as
DWTFSB deems to be appropriate or necessary for the proper performance of its
duties.
6.2 DWTFSB hereby agrees to establish and maintain
facilities and procedures reasonably acceptable to the Fund for safekeeping of
Share 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.
6.3 DWTFSB shall prepare and keep records relating to
the services to be performed hereunder, in the form and manner as it may deem
advisable and as required by applicable laws and regulations. To the extent
required by Section 31 of the 1940 Act, and the rules and regulations
thereunder, DWTFSB agrees that all such records prepared or maintained by DWTFSB
relating to the services performed by DWTFSB hereunder are the property of the
Fund and will be preserved, maintained and made available in accordance with
such Section 31 of the 1940 Act, and the rules and regulations thereunder, and
will be surrendered promptly to the Fund on and in accordance with its request.
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6.4 DWTFSB and the Fund 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 or with the prior consent of
DWTFSB and the Fund.
6.5 In case of any request or demands for the inspection
of the Shareholder records of the Fund, DWTFSB will endeavor to notify the Fund
and to secure instructions from an authorized officer of the Fund as to such
inspection. DWTFSB 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.
Article 7 DURATION AND TERMINATION OF AGREEMENT
7.1 This Agreement shall remain in full force and effect
until August 1, 2000 and from year-to-year thereafter unless terminated by
either party as provided in Section 7.2 hereof.
7.2 This Agreement may be terminated by the Fund on 60
days written notice, and by DWTFSB on 90 days written notice, to the other party
without payment of any penalty.
7.3 Should the Fund exercise its right to terminate, all
out-of-pocket expenses associated with the movement of records and other
materials will be borne by the Fund. Additionally, DWTFSB reserves the right to
charge for any other reasonable fees and expenses
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associated with such termination.
Article 8 ASSIGNMENT
8.1 Except as provided in Section 8.3 below, neither
this Agreement nor any rights or obligations hereunder may be assigned by either
party without the written consent of the other party.
8.2 This Agreement shall inure to the benefit of and be
binding upon the parties and their respective permitted successors and assigns.
8.3 DWTFSB may, in its sole discretion and without
further consent by the Fund, subcontract, in whole or in part, for the
performance of its obligations and duties hereunder with any person or entity
including but not limited to companies which are affiliated with DWTFSB;
PROVIDED, HOWEVER, that such person or entity has and maintains the
qualifications, if any, required to perform such obligations and duties, and
that DWTFSB shall be as fully responsible to the Fund for the acts and omissions
of any agent or subcontractor as it is for its own acts or omissions under this
Agreement.
Article 9 AFFILIATIONS
9.1 DWTFSB may now or hereafter, without the consent of
or notice to the Fund, function as transfer agent and/or shareholder servicing
agent for any other investment company registered with the SEC under the 1940
Act and for any other issuer, including without limitation any investment
company whose adviser, administrator, sponsor or principal underwriter is or may
become affiliated with Xxxxxx Xxxxxxx, Xxxx Xxxxxx, Discover & Co. or any of its
direct
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or indirect subsidiaries or affiliates.
9.2 It is understood and agreed that the Directors or
Trustees (as the case may be), officers, employees, agents and shareholders of
the Fund, and the directors, officers, employees, agents and shareholders of the
Fund's investment adviser and/or distributor, are or may be interested in DWTFSB
as directors, officers, employees, agents and shareholders or otherwise, and
that the directors, officers, employees, agents and shareholders of DWTFSB may
be interested in the Fund as Directors or Trustees (as the case may be),
officers, employees, agents and shareholders or otherwise, or in the investment
adviser and/or distributor as directors, officers, employees, agents,
shareholders or otherwise.
Article 10 AMENDMENT
10.1 This Agreement may be amended or modified by a
written agreement executed by both parties and authorized or approved by a
resolution of the Board of Directors or the Board of Trustees (as the case may
be) of the Fund.
Article 11 APPLICABLE LAW
11.1 This Agreement shall be construed and the provisions
thereof interpreted under and in accordance with the laws of the State of New
York.
Article 12 MISCELLANEOUS
12.1 In the event that one or more additional investment
companies managed or administered by Xxxx Xxxxxx InterCapital Inc. or any of its
affiliates ("Additional Funds") desires to retain DWTFSB to act as transfer
agent, dividend disbursing agent and/or
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shareholder servicing agent, and DWTFSB desires to render such services, such
services shall be provided pursuant to a letter agreement, substantially in the
form of Exhibit A hereto, between DWTFSB and each Additional Fund.
12.2 In the event of an alleged loss or destruction of
any Share certificate, no new certificate shall be issued in lieu thereof,
unless there shall first be furnished to DWTFSB an affidavit of loss or
non-receipt by the holder of Shares with respect to which a certificate has been
lost or destroyed, supported by an appropriate bond satisfactory to DWTFSB and
the Fund issued by a surety company satisfactory to DWTFSB, except that DWTFSB
may accept an affidavit of loss and indemnity agreement executed by the
registered holder (or legal representative) without surety in such form as
DWTFSB deems appropriate indemnifying DWTFSB and the Fund for the issuance of a
replacement certificate, in cases where the alleged loss is in the amount of
$1,000 or less.
12.3 In the event that any check or other order for payment of
money on the account of any Shareholder or new investor is returned unpaid for
any reason, DWTFSB will (a) give prompt notification to the Fund's distributor
("Distributor") (or to the Fund if the Fund acts as its own distributor) of such
non-payment; and (b) take such other action, including imposition of a
reasonable processing or handling fee, as DWTFSB may, in its sole discretion,
deem appropriate or as the Fund and, if applicable, the Distributor may instruct
DWTFSB.
12.4 Any notice or other instrument authorized or required by
this Agreement to be given in writing to the Fund or to DWTFSB shall be
sufficiently given if addressed to that party and received by it at its office
set forth below or at such other place as it may from time to time
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designate in writing.
To the Fund:
[Name of Fund]
Xxx Xxxxx Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
To DWTFSB:
Xxxx Xxxxxx Trust FSB
Harborside Financial Center
Xxxxx Xxx
Xxxxxx Xxxx, Xxx Xxxxxx 00000
Attention: President
Article 13 MERGER OF AGREEMENT
13.1 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.
Article 14 PERSONAL LIABILITY
14.1 In the case of a Fund organized as a Massachusetts
business trust, a copy of the Declaration of Trust of the Fund is on file with
the Secretary of The Commonwealth of Massachusetts, and notice is hereby given
that this instrument is executed on behalf of the Board of Trustees of the Fund
as Trustees and not individually and that the obligations of this instrument are
not binding upon any of the Trustees or shareholders individually but are
binding only upon the assets and property of the Fund; provided, however, that
the Declaration of Trust of the Fund provides that the assets of a particular
Series of the Fund shall under no circumstances be charged
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with liabilities attributable to any other Series of the Fund and that all
persons extending credit to, or contracting with or having any claim against, a
particular Series of the Fund shall look only to the assets of that particular
Series for payment of such credit, contract or claim.
IN WITNESS WHEREOF, the parties hereto have caused this Amended
and Restated Agreement to be executed in their names and on their behalf by and
through their duly authorized officers, as of the day and year first above
written.
XXXX XXXXXX FUNDS
-----------------
MONEY MARKET FUNDS
------------------
1. Xxxx Xxxxxx Liquid Asset Fund Inc.
2. Active Assets Money Trust
3. Xxxx Xxxxxx U.S. Government Money Market Trust
4. Active Assets Government Securities Trust
5. Xxxx Xxxxxx Tax-Free Daily Income Trust
6. Active Assets Tax-Free Trust
7. Xxxx Xxxxxx California Tax-Free Daily Income Trust
8. Xxxx Xxxxxx New York Municipal Money Market Trust
9. Active Assets California Tax-Free Trust
EQUITY FUNDS
------------
10. Xxxx Xxxxxx American Value Fund
11. Xxxx Xxxxxx Mid-Cap Growth Fund
12. Xxxx Xxxxxx Dividend Growth Securities Inc.
13. Xxxx Xxxxxx Capital Growth Securities
14. Xxxx Xxxxxx Global Dividend Growth Securities
15. Xxxx Xxxxxx Income Builder Fund
16. Xxxx Xxxxxx Natural Resource Development Securities Inc.
17. Xxxx Xxxxxx Precious Metals and Minerals Trust
18. Xxxx Xxxxxx Developing Growth Securities Trust
19. Xxxx Xxxxxx Health Sciences Trust
20. Xxxx Xxxxxx Capital Appreciation Fund
21. Xxxx Xxxxxx Information Fund
22. Xxxx Xxxxxx Value-Added Market Series
23. Xxxx Xxxxxx World Wide Investment Trust
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24. Xxxx Xxxxxx European Growth Fund Inc.
25. Xxxx Xxxxxx Pacific Growth Fund Inc.
26. Xxxx Xxxxxx International SmallCap Fund
27. Xxxx Xxxxxx Japan Fund
28. Xxxx Xxxxxx Utilities Fund
29. Xxxx Xxxxxx Global Utilities Fund
30. Xxxx Xxxxxx Special Value Fund
31. Xxxx Xxxxxx Financial Services Trust
32. Xxxx Xxxxxx Market Leader Trust
33. Xxxx Xxxxxx Managers' Select Fund
34. Xxxx Xxxxxx Fund of Funds
35. Xxxx Xxxxxx S&P 500 Index Fund
BALANCED FUNDS
--------------
36. Xxxx Xxxxxx Balanced Growth Fund
37. Xxxx Xxxxxx Balanced Income Trust
ASSET ALLOCATION FUNDS
----------------------
38. Xxxx Xxxxxx Strategist Fund
39. Xxxx Xxxxxx Global Asset Allocation Fund
FIXED INCOME FUNDS
------------------
40. Xxxx Xxxxxx High Yield Securities Inc.
41. Xxxx Xxxxxx High Income Securities
42. Xxxx Xxxxxx Convertible Securities Trust
43. Xxxx Xxxxxx Intermediate Income Securities
44. Xxxx Xxxxxx Short-Term Bond Fund
45. Xxxx Xxxxxx World Wide Income Trust
46. Xxxx Xxxxxx Global Short-Term Income Fund Inc.
47. Xxxx Xxxxxx Diversified Income Trust
48. Xxxx Xxxxxx U.S. Government Securities Trust
49. Xxxx Xxxxxx Federal Securities Trust
50. Xxxx Xxxxxx Short-Term U.S. Treasury Trust
51. Xxxx Xxxxxx Intermediate Term U.S. Treasury Trust
52. Xxxx Xxxxxx Tax-Exempt Securities Trust
53. Xxxx Xxxxxx National Municipal Trust
55. Xxxx Xxxxxx Limited Term Municipal Trust
55. Xxxx Xxxxxx California Tax-Free Income Fund
56. Xxxx Xxxxxx New York Tax-Free Income Fund
57. Xxxx Xxxxxx Hawaii Municipal Trust
58. Xxxx Xxxxxx Multi-State Municipal Series Trust
59. Xxxx Xxxxxx Select Municipal Reinvestment Fund
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SPECIAL PURPOSE FUNDS
---------------------
60. Xxxx Xxxxxx Retirement Series
61. Xxxx Xxxxxx Variable Investment Series
62. Xxxx Xxxxxx Select Dimensions Investment Series
TCW/DW FUNDS
------------
63. TCW/DW Core Equity Trust
64. TCW/DW North American Government Income Trust
65. TCW/DW Latin American Growth Fund
66. TCW/DW Income and Growth Fund
67. TCW/DW Small Cap Growth Fund
68. TCW/DW Balanced Fund
69. TCW/DW Total Return Trust
70. TCW/DW Global Telecom Trust
71. TCW/DW Strategic Income Trust
72. TCW/DW Mid-Cap Equity Trust
By:
-------------------------------------
Xxxxx Xxxx
Vice President and General Counsel
ATTEST:
-----------------------------------
Assistant Secretary
XXXX XXXXXX TRUST FSB
By:
-------------------------------------
Xxxx Van Heuvelen
President
ATTEST:
-----------------------------------
Executive Vice President
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EXHIBIT A
Xxxx Xxxxxx Trust FSB
Harborside Financial Xxxxxx
Xxxxx Xxx
Xxxxxx Xxxx, XX 00000
Gentlemen:
The undersigned, (INSET NAME OF INVESTMENT COMPANY) a (Massachusetts
business trust/Maryland corporation) (the "Fund"), desires to employ and appoint
Xxxx Xxxxxx Trust FSB ("DWTFSB") to act as transfer agent for each series and
class of shares of the Fund, whether now or hereafter authorized or issued
("Shares"), dividend disbursing agent and shareholder servicing agent, registrar
and agent in connection with any accumulation, open-account or similar plan
provided to the holders of Shares, including without limitation any periodic
investment plan or periodic withdrawal plan.
The Fund hereby agrees that, in consideration for the payment by the
Fund to DWTFSB of fees as set out in the fee schedule attached hereto as
Schedule A, DWTFSB shall provide such services to the Fund pursuant to the terms
and conditions set forth in the Transfer Agency and Service Agreement annexed
hereto, as if the Fund was a signatory thereto.
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Please indicate DWTFSB's acceptance of employment and appointment by
the Fund in the capacities set forth above by so indicating in the space
provided below.
Very truly yours,
(NAME OF FUND)
By:
-------------------------------------
Xxxxx Xxxx
Vice President and General Counsel
ACCEPTED AND AGREED TO:
XXXX XXXXXX TRUST FSB
By:
--------------------------------
Its:
-------------------------------
Date:
------------------------------
-22-
SCHEDULE A
Fund: Xxxx Xxxxxx Global Dividend Growth Securities
Fees: (1) Annual maintenance fee of $12.65 per shareholder account,
payable monthly.
(2) A fee equal to 1/12 of the fee set forth in (1) above, for
providing Forms 1099 for accounts closed during the year, payable
following the end of the calendar year.
(3) Out-of-pocket expenses in accordance with Section 2.2 of the
Agreement.
(4) Fees for additional services not set forth in this Agreement
shall be as negotiated between the parties.
-23-
