XXXXXX XXXXXXX CLOSED-END FUNDS
XXXXXX XXXXXXX TRUST FSB
AMENDEND AND RESTATED
TRANSFER AGENCY AND SERVICE AGREEMENT
AMENDED AND RESTATED AGREEMENT made as of the 1st day of September, 2000,
and amended on November 1, 2004, by and between each of the Xxxxxx
Xxxxxxx Closed-end Funds listed on the signature page 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 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
and XXXXXX XXXXXXX TRUST FSB ('Xxxxxx Xxxxxxx TRUST'), 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 XXXXXX XXXXXXX TRUST as its transfer
agent, dividend disbursing agent, shareholder servicing agent, registrar
and agent in connection with the Fund's Dividend Reinvestment Plan and
XXXXXX XXXXXXX TRUST 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 XXXXXX XXXXXXX TRUST
1.1 Subject to the terms and conditions set forth in this Agreement,
the Fund hereby employs and appoints XXXXXX XXXXXXX TRUST to act as,
and XXXXXX XXXXXXX TRUST agrees to act as, the transfer agent for each
series and class of shares of the Fund ('Shares'), dividend disbursing
agent, shareholder servicing agent, registrar and agent in connection
with the Fund's Dividend Reinvestment Plan (the 'Plan').
1.2 XXXXXX XXXXXXX TRUST agrees that it will perform the following services:
(a) In accordance with procedures established from time to time by agreement
between the Fund and XXXXXX XXXXXXX TRUST, XXXXXX XXXXXXX TRUST shall:
(i) In accordance with instructions from the Fund given by Certificate of
the Secretary of the Fund, issue Shares upon receipt of payment
therefor, and issue certificates therefore or hold such Shares in
book form in the appropriate Shareholder account;
(ii) Effect transfers of Shares by the registered owners thereof upon
receipt of appropriate instructions;
(iii) Prepare and transmit payments for dividends and distributions
declared by the Fund in accordance with instructions and serve as the
plan agent for the Plan and purchase and issue shares in accordance
with such Plan;
(iv) Maintain records of account for and advise the Fund and its Shareholders
as to the foregoing;
(v) 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.
XXXXXX XXXXXXX TRUST shall also provide to the Fund on a regular basis
the total number of Shares which 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, XXXXXX XXXXXXX TRUST shall refuse to issue such
Shares and shall not countersign and issue any certificates requested
for such Shares.
When recording the issuance of Shares, XXXXXX XXXXXXX TRUST 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), XXXXXX XXXXXXX TRUST shall:
(i) perform all of the customary services of a transfer agent, dividend
disbursing agent, registrar and, as relevant, shareholder servicing
agent, including but not limited to, maintaining all Shareholder
accounts, preparing Shareholder meeting lists, mailing proxies,
receiving and tabulating proxies, mailing shareholder reports,
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, 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) XXXXXX XXXXXXX TRUST shall provide such additional services and
functions not specifically described herein as may be mutually agreed
between XXXXXX XXXXXXX TRUST and the Fund. Procedures applicable to
such services may be established from time to time by agreement between
the Fund and XXXXXX XXXXXXX TRUST.
ARTICLE 2 - FEES AND EXPENSES
2.1 For performance by XXXXXX XXXXXXX TRUST pursuant to this Agreement,
each Fund agrees to pay XXXXXX XXXXXXX TRUST 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 fee shall be increased or decreased on August 1st
of each year by an amount equal to one-half (1/2) of the change in the
Consumer Price Index-All Urban Consumers Not Seasonably Adjusted for
U.S. City AverageFinancial Services all Urban Consumers, as published
by the Bureau of Labor Statistics of the United States Department of
Labor (or another comparable measure of employee wages and salaries and
employer costs for employee benefits as mutually agreed to by the Fund
and XXXXXX XXXXXXX TRUST) for the twelve-month period ending on
March 31st of that year and shall be reflected in a revised Schedule
A dated as of August 1 of each year; provided, however, that such fee
shall not at any time exceed the average fee published by the then
current ICI Transfer Agency Fee survey with respect to funds
affiliated with a broker-dealer. 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
XXXXXX XXXXXXX TRUST.
2.2 In addition to the fees paid under Section 2.1 above, the Fund
agrees to reimburse XXXXXX XXXXXXX TRUST for out-of-pocket expenses
or advances incurred by XXXXXX XXXXXXX TRUST in connection with the
services rendered by XXXXXX XXXXXXX TRUST hereunder. In addition,
any other expenses incurred by XXXXXX XXXXXXX TRUST at the request
or with the consent of the Fund will be reimbursed by the Fund.
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 XXXXXX XXXXXXX TRUST by the Fund upon request prior
to the mailing date of such materials.
ARTICLE 3 - REPRESENTATIONS AND WARRANTIES OF XXXXXX XXXXXXX TRUST
XXXXXX XXXXXXX TRUST 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.
3.6 It complies and will continue to comply with New York Stock
Exchange Rule 496.
ARTICLE 4 - REPRESENTATIONS AND WARRANTIES OF THE FUND
The Fund represents and warrants to XXXXXX XXXXXXX TRUST that:
4.1 It is a corporation duly organized and existing and in good standing
under the laws of 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 a closed-end investment company registered with the SEC under
the Investment Company Act of 1940, as amended (the 1940 Act).
ARTICLE 5 - DUTY OF CARE AND INDEMNIFICATION
5.1 XXXXXX XXXXXXX TRUST shall not be responsible for, and the Fund
shall indemnify and hold XXXXXX XXXXXXX TRUST harmless from and
against, any and all losses, damages, costs, charges, counsel fees,
payments, expenses and liability arising out of or attributable to:
(d) All actions of XXXXXX XXXXXXX TRUST or its agents 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.
(e) 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.
(f) The reliance on or use by XXXXXX XXXXXXX TRUST or its agents or
subcontractors of information, records and documents which
(i) are received by XXXXXX XXXXXXX TRUST 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 of firm on behalf of the Fund.
(g) The reliance on, or the carrying out by XXXXXX XXXXXXX TRUST or its
agents or subcontractors of, any instructions or requests of the Fund.
(h) 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 such Shares be
registered 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 XXXXXX XXXXXXX TRUST 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 XXXXXX XXXXXXX TRUST as
a result of the lack of good faith, negligence or willful misconduct
of XXXXXX XXXXXXX TRUST, its officers, employees or agents.
5.3 At any time XXXXXX XXXXXXX TRUST 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 XXXXXX XXXXXXX TRUST under this Agreement, and
XXXXXX XXXXXXX TRUST 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.
XXXXXX XXXXXXX TRUST, 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
XXXXXX XXXXXXX TRUST 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. XXXXXX XXXXXXX TRUST, 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.
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 XXXXXX XXXXXXX TRUST
6.1 The Fund shall promptly furnish to XXXXXX XXXXXXX TRUST 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
XXXXXX XXXXXXX TRUST 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;
(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 XXXXXX XXXXXXX
TRUST 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;
(c) The registration statements and any amendments and supplements
thereto filed with the SEC pursuant to the requirements of
the 1933 Act and the 1940 Act;
(d) All account application forms, if any, or other documents
relating to Shareholder accounts and/or relating to any
dividend reinvestment plan or other service offered or to
be offered by the Fund; and
(e) Such other certificates, documents or opinions as
XXXXXX XXXXXXX TRUST deems to be appropriate or necessary
for the proper performance of its duties.
6.2 XXXXXX XXXXXXX TRUST 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 XXXXXX XXXXXXX TRUST 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, XXXXXX XXXXXXX TRUST
agrees that all such records prepared or maintained by XXXXXX
XXXXXXX TRUST relating to the services to be performed by XXXXXX
XXXXXXX TRUST 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.
6.4 XXXXXX XXXXXXX TRUST 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 XXXXXX XXXXXXX TRUST
and the Fund.
6.5 In case of any request or demands for the inspection of the
Shareholder records of the Fund, XXXXXX XXXXXXX TRUST will endeavor
to notify the Fund and to secure instructions from an authorized
officer of the Fund as to such inspection. XXXXXX XXXXXXX TRUST
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, as amended and restated, shall remain in full
force and effect until August 1, 2005 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 XXXXXX XXXXXXX TRUST 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, XXXXXX XXXXXXX
TRUST reserves the right to charge for any other reasonable fees
and expenses 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 XXXXXX XXXXXXX TRUST 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 XXXXXX XXXXXXX TRUST; provided, however, that
such person or entity has and maintains the qualifications, if any,
required to perform such obligations and duties and that XXXXXX
XXXXXXX TRUST 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 XXXXXX XXXXXXX TRUST may now or hereafter, without the consent of
or notice to the Fund, function as transfer agent, registrar
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 or any of its direct 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 XXXXXX XXXXXXX TRUST as directors,
officers, employees, agents and shareholders or otherwise, and
that the directors, officers, employees, agents and shareholders
of XXXXXX XXXXXXX TRUST 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 Xxxxxx Xxxxxxx Investment Advisors Inc.
('Additional Funds') desires to retain XXXXXX XXXXXXX TRUST
to act as transfer agent, dividend disbursing agent and/or
shareholder servicing agent, and XXXXXX XXXXXXX TRUST desires
to render such services, such services shall be provided pursuant
to a letter agreement, substantially in the form of Exhibit
A hereto, between XXXXXX XXXXXXX TRUST 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 XXXXXX XXXXXXX TRUST
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 XXXXXX XXXXXXX
TRUST and the Fund issued by a surety company satisfactory to
XXXXXX XXXXXXX TRUST, except that XXXXXX XXXXXXX TRUST may
accept an affidavit of loss and indemnity agreement executed
by the registered holder (or legal representative) without surety
in such form as XXXXXX XXXXXXX TRUST deems appropriate
indemnifying XXXXXX XXXXXXX TRUST 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 Any notice or other instrument authorized or required by this
Agreement to be given in writing to the Fund or to XXXXXX XXXXXXX
TRUST 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 designate in writing.
To the Fund:
[Name of Fund]
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
To XXXXXX XXXXXXX TRUST:
Xxxxxx Xxxxxxx 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 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.
XXXXXX XXXXXXX CLOSED-END FUNDS
Taxable Fixed-Income Closed-End Funds
1. Xxxxxx Xxxxxxx Government Income Trust
2. Xxxxxx Xxxxxxx Income Securities Inc.
3. Xxxxxx Xxxxxxx Prime Income Trust
Tax-Exempt Fixed-Income Closed-End Funds
4. Xxxxxx Xxxxxxx California Insured Municipal Income Trust
5. Xxxxxx Xxxxxxx California Quality Municipal Securities
6. Xxxxxx Xxxxxxx Insured California Municipal Securities
7. Xxxxxx Xxxxxxx Insured Municipal Bond Trust
8. Xxxxxx Xxxxxxx Insured Municipal Income Trust
9. Xxxxxx Xxxxxxx Insured Municipal Securities
10. Xxxxxx Xxxxxxx Insured Municipal Trust
11. Xxxxxx Xxxxxxx Municipal Income Opportunities Trust
12. Xxxxxx Xxxxxxx Municipal Income Opportunities Trust II
13. Xxxxxx Xxxxxxx Municipal Income Opportunities Trust III
14. Xxxxxx Xxxxxxx Municipal Premium Income Trust
15. Xxxxxx Xxxxxxx New York Quality Municipal Securities
16. Xxxxxx Xxxxxxx Quality Municipal Income Trust
17. Xxxxxx Xxxxxxx Quality Municipal Investment Trust
18. Xxxxxx Xxxxxxx Quality Municipal Securities
By:
Name: _______________________
Title: _______________________
ATTEST:
____________________________
Name: ______________________
Title: ______________________
XXXXXX XXXXXXX TRUST FSB
By:
Name: _______________________
Title: _______________________
ATTEST:
____________________________
Name: ______________________
Title: ______________________
SCHEDULE A
XXXXXX XXXXXXX TRUST FSB
CLOSED-END FUNDS
SHAREHOLDER ACCOUNT MAINTENANCE FEES
RATES PER TRANSFER AGENCY AGREEMENT
AS OF NOVEMBER 1, 2004
Closed-end Funds $11.51
* Prime Income Trust $11.80
A fee equal to 1/12 of the fee set forth above, for providing Forms 1099 for
accounts closed during the year, payable following the end of the calendar
year. Out-of-pocket expenses in accordance with Section 2.2 of the Agreement.
Fees for additional services not set forth in this Agreement shall be as
negotiated between the parties.
Exhibit A
Xxxxxx Xxxxxxx Trust FSB
Harborside Financial Xxxxxx, Xxxxx Xxx
Xxxxxx Xxxx, XX 00000
Dear Sir or Madam:
The undersigned, (name of investment company), a (Maryland
corporation/Massachusetts business trust) (the 'Fund'), desires
to employ and appoint Xxxxxx Xxxxxxx Trust FSB ('XXXXXX XXXXXXX TRUST')
to act as transfer agent for each series and class of shares of the Fund,
dividend disbursing agent shareholder servicing agent, registrar
and agent in connection with the Fund's Dividend Reinvestment Plan.
The Fund hereby agrees that, in consideration for the payment by the Fund to
XXXXXX XXXXXXX TRUST of fees as set out in the fee schedule attached hereto as
Schedule A, XXXXXX XXXXXXX TRUST 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.
Please indicate XXXXXX XXXXXXX TRUST'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,
Xxxxxx Xxxxxxx [ ] Fund
By: __________________________
Title: __________________________
Date: __________________________
ACCEPTED AND AGREED TO:
Xxxxxx Xxxxxxx Trust FSB
By: _______________________
Title: ______________________
Date: _____________________
