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November 29, 2002
Via Overnight Delivery
Xxxxxxxxx Xxxxxxxx
Product Manager
Xxxx Xxxxxxx Funds, Inc.
000 Xxxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Dear Xxxxxxxxx:
In accordance with our existing transfer agency services agreement (the
"Agreement") between Xxxx Xxxxxxx Preferred Income Xxxx, Xxxx Xxxxxxx Patriot
Premium Dividend Fund I, Xxxx Xxxxxxx Patriot Premium Dividend Fund II, Xxxx
Xxxxxxx Patriot Preferred Dividend Xxxx, Xxxx Xxxxxxx Patriot Global Dividend
Xxxx, Xxxx Xxxxxxx Patriot Select Dividend Trust, Xxxx Xxxxxxx Investors Trust,
Xxxx Xxxxxxx Income Securities Trust, Xxxx Xxxxxxx Bank And Thrift Opportunity
Fund, each a Massachusetts Business Trust, a Maryland corporation (each a
"Client" and collectively the "Clients") and Mellon Investor Services LLC, a New
Jersey limited liability company ("Mellon"), dated as of June 1, 2002, both
Mellon and Client hereby amend the Agreement to add the following fund to the
Agreement under the same terms and conditions: The Xxxx Xxxxxxx Preferred Income
Fund II.
The fees established for services rendered to The Xxxx Xxxxxxx Preferred Income
Fund II are listed within the enclosed schedule D hereby attached.
If the Fund agrees to provide such services, please sign below and return a
signed original of this letter to the undersigned.
--------------------------------
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President and Corporate Secretary
Date:
--------------------------------
Name: Xxxxxx X. XxXxxxxx
Title: Vice President
Date:
CC: Xx Xxxxxxxxx, Senior Attorney and Assistant Secretary
FEE SCHEDULE
TO
XXXX XXXXXXX PREFERRED INCOME FUND II
Initial Term of Agreement: Eighteen (18) months
Annual Administrative Fee: $15,000
Annual Dividend Reinvestment Administrative Fee: $10,000
Annual Fee Per Active Shareholder Account: $2.50
Annual Fee Per Inactive Shareholder Account: $1.00
Annual Fee Per Dividend Reinvestment Account: $4.00
The above fee will be charged for all services listed in Exhibit B and will be
subject to the following annual allowances and additional charges:
Number of active accounts maintained 500
Number of option items processed 50
Number of restricted items processed 25
Number of legal items processed 25
Number of mailings per year (including one enclosure) 1
Number of cash dividends paid per fiscal year 12
Number of semi-annual report mailings 2
Number of reports, analyses, list or labels 6
Number of Inspectors of Election 1
Number of respondent bank omnibus proxies 15
Number of certificates issued and book-entry credits 10
Number of certificates cancelled and book-entry debits 100
Number of DWACS 25
Number of shareholder telephone calls handled by Interactive Voice Response System 50
Number of shareholder telephone calls transferred out of the IVR to a Customer Service 300
Representative
Number of shareholder written or E-mail inquiries 50
Number of Investor ServiceDirect? transactions 50
Number of state mandated due diligence mailings for lost property, as required
25
Number of SEC mandated lost shareholder database searches 25
D-1
To the extent the above annual allowances are exceeded, the following unit fees
will apply:
For each active account maintained (per year) $2.50
For each inactive account maintained 40% of active account fee
For each option issued $25.00
For each legal item processed $50.00
Mailings See Attached Lists / Labels / Analyses See Attached
For each additional Inspector of Election $1,500.00
For each respondent bank omnibus proxy $100.00
For each DWAC delivery $25.00
For each certificate issued or cancelled $2.00
For each book-entry credit or debit posted $1.50
For each shareholder telephone call via CSR $5.25
For each shareholder telephone call via IVR $1.50
For each correspondence responding to a shareholder $15.00
For each Investor ServiceDirect transaction $1.50
For each stop maintained on a lost certificate (per month) $0.05
For each stop removed from a lost certificate $0.05
For each stop placed on or removed from a restricted security $50.00
For the purposes of this amended agreement the following definitions apply:
1. Investor ServiceDirect (ISD) transactions will include any shareholder
transaction initiated through ISD including, but not limited to, the following:
Purchasing or selling shares
Duplicate 1099 requests
Updating or changing consent to electronic delivery
Forms or document requests
Taxpayer certification
Certificate issuance
Update dividend reinvestment selection
Duplicate book entry statement
PIN change
D-2
2. Active and Inactive accounts will be defined as follows:
Active accounts are defined as accounts with a share balance greater than zero
or outstanding cash balances or taxable income that has not yet been reported to
the Internal Revenue Service.
Inactive accounts are defined as accounts with a share balance equal to zero and
no outstanding cash balances and no taxable income to be reported to the
Internal Revenue Service.
D-3
LISTS / LABELS / ANALYSES
FEE SCHEDULE
LISTS
Per name listed $0.05
LABELS
Per label printed $0.05
ANALYSES
Per name passed on data base $0.02
Per name listed in report $0.05
(Minimum charge for each of the above services will be $250.)
D-4
MAILING SERVICES
FEE SCHEDULE
ADDRESSING
Addressing mailing medium (per name) $0.05
AFFIXING
Affixing labels (per label) $0.04
INSERTING
Inserting Enclosures (Machine)
1st Enclosure (per piece) $0.05
2nd Enclosure (per piece) $0.04
Each Enclosure thereafter (per piece) $0.03
Inserting Enclosures (Manual)
Charge will be determined based on analysis of work to be performed.
(Minimum charge for any mailing will be $500.)
D-5
EXPENSES AND OTHER CHARGES
Fees and Out of Pocket Expenses: The cost of stationery and supplies, including
but not limited to transfer sheets, dividend checks, envelopes, and paper stock,
together with any disbursement for telephone, postage, mail insurance, travel
for annual meeting, link-up charges for ADP and tape charges from DTC are billed
in addition to the above fees. All charges and fees, out of pocket costs,
expenses and disbursements of Mellon are due and payable by Client upon receipt
of an invoice from Mellon.
With respect to any shareholder mailing processed by Mellon, client shall, at
least one business day prior to mail date, provide immediately available funds
sufficient to cover all postage due on such mailing. For any dividend mailing,
client shall, at least one business day prior to the mail date, also provide
immediately available funds sufficient to pay the aggregate amount of dividends
to be paid.
If Client participates in the Direct Registration System, Mellon will provide a
"sell" feature for liquidation of book-entry shares held on behalf of a
shareholder. Upon receipt of a sell request by the registered shareholder,
Mellon Bank, N.A. will process the request and remit the proceeds to the
shareholder in the form of a check (less the appropriate fees). The charge for
each such sale is $15.00 plus $0.12 per share or, if applicable, the fees quoted
in the Client's stock purchase and / or dividend reinvestment plan.
Offering Administration Fee: A minimum fee of $5,000 will be imposed for
activities associated with initial public offerings (IPO's), secondary offerings
and / or closings. The fee covers the coordination of efforts necessary between
Mellon, the Client's underwriters, the banknote company and DTC in order to
effect the closing. This fee will cover the issuance of up to 200 certificates
and /or book-entry credits. Certificates and / or book-entry credits over this
amount will be billed at $2.00 each. This fee is in addition to any fees Mellon
may charge for coordination of selling shareholders, custody services and / or
escrow services.
Conversion: There shall be no charge for converting the Client's files to
Mellon's systemunless extraordinary efforts will be required to complete the
conversion, such as account history conversion or file format conversion. Mellon
will review the conversion requirements and any charge will be discussed with
and approved by the Client prior to work commencing. In addition, if an
out-of-proof condition exists at the time of conversion, and such condition is
not resolved within 90 days of such conversion, Client agrees to provide Mellon
with funds or shares sufficient to resolve the out-of-proof condition promptly
after the 90th day.
Deconversion Fee: In the event Client requests that Mellon provide records to a
successor agent, in connection with the expiration or termination of this
Agreement, Client shall pay Mellon a fee for deconversion services (e.g.,
providing shareholder lists and files, producing and shipping records, answering
successor agent inquiries). This fee will be based on Mellon's then-current
deconversion fee schedule. Mellon may withhold the Client's records, reports and
unused certificate stock from a successor agent pending the Client's payment in
full of all fees and expenses owed to Mellon under this Agreement.
Legal, Technological Expenses: Certain expenses may be incurred in resolving
legal matters that arise in the course of performing services hereunder. This
may result in a separate charge to cover Mellon's expenses (including the cost
of external or internal counsel) in resolving such matters; provided that any
legal expenses charged to the Clients shall be reasonable. Mellon shall use best
efforts to consult with Client prior to incurring any material expenses in
accordance with this paragraph.
D-6
In the event any Federal regulation and/or state or local law are enacted which
require Mellon to make any technological improvements and/or modifications to
its current system, Client shall compensate Mellon, on a pro rata basis
proportionate to the Client's registered shareholder base, for the costs
associated with making such required technological improvements and/or
modifications.
Record Storage: Monthly fee of $2.50 per box, with a minimum charge of $50.00.
Lost Shareholder Services: A fee of $3.00 will be charged for each lost account
searched per database searched. A fee of $2.50 will be charged per account for
each state mandated due diligence mailing.
Other Services: Fees for any services provided to Client by or on behalf of
Mellon hereunder that are not set forth in Exhibit B hereto or in this Exhibit D
will be based on Mellon's standard fees at the time such services are provided
or, if no standard fees have been established, an appraisal of the work to be
performed.
D-7
INVESTOR PLAN SERVICES FEE SCHEDULE
---------------------------------------------------- ------------------------ -------------------------- -----------------
Item Amount Note Paid By 1
---- ------ ---- ---------
---------------------------------------------------- ------------------------ -------------------------- -----------------
Initial Purchase Fee via pre-authorized debit
(PAD) or check $10.00 Per new investor C or P
---------------------------------------------------- ------------------------ -------------------------- -----------------
Fulfillment Processing $2.50 Per request 2 C
---------------------------------------------------- ------------------------ -------------------------- -----------------
Reinvestment Trading Fee $.10 Per share C or P
---------------------------------------------------- ------------------------ -------------------------- -----------------
Purchase of Additional Shares
By check $5.00 Per investment C or P
By PAD $3.00 Per investment C or P
Trading Fee $.10 Per share C or P
---------------------------------------------------- ------------------------ -------------------------- -----------------
Sale of Shares 3 $5.00 C or P
Trading Fee $.10 Per share C or P
---------------------------------------------------- ------------------------ -------------------------- -----------------
Safekeeping No charge
---------------------------------------------------- ------------------------ -------------------------- -----------------
Duplicate Statement - Prior Year $20.00 Per statement C or P
---------------------------------------------------- ------------------------ -------------------------- -----------------
Insufficient Funds or Rejected Automatic Debit
$35.00 Per check or debit C or P
---------------------------------------------------- ------------------------ -------------------------- -----------------
Tape or file processing $250.00 Per tape or file C
---------------------------------------------------- ------------------------ -------------------------- -----------------
Other services including (but not limited to): Per Stock Transfer C or P
Certificate Issuance Agency Contract
Transfer of Shares
---------------------------------------------------- ------------------------ -------------------------- -----------------
Out of Pocket Expenses including
(but not limited As incurred C to):
Forms/Brochures, Postage, 800 Number, etc.
---------------------------------------------------- ------------------------ -------------------------- -----------------
Notes
---------------- ---------------------------------------------------------------------------------------------------------
Note 1 Fees could be:
"P", Participant Paid or "C", Company Paid
---------------- ---------------------------------------------------------------------------------------------------------
Note 2 Mellon recommends that initial plan roll out include a mailing to all registered shareholders (if
10,000 or less) of the enrollment packet. General mailings to existing shareholders will result in
much lower cost to the issuer versus fulfillment process. Fulfillment will, therefore, be applicable
to "unsolicited" requests for program material.
---------------- ---------------------------------------------------------------------------------------------------------
Note 3 Including sales of fractional shares upon termination from plan.
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D-8
