TRANSFER AGENCY AND ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT dated as of January 1, 1998, between Tax-Free Income Trust, a
Massachusetts business trust, (the "Trust" or "Portfolio"), and American Express
Client Service Corporation (the "Transfer Agent"), a Minnesota corporation.
In consideration of the mutual promises set forth below, the Trust and the
Transfer Agent agree as follows:
1. Appointment of the Transfer Agent. The Trust hereby appoints the
Transfer Agent, as transfer agent for units of the Portfolio and as
administrator for the Portfolio, and the Transfer Agent accepts such
appointment and agrees to perform the duties set forth below.
2. Compensation. The Trust will compensate the Transfer Agent for the
performance of its obligations as set forth in Schedule A. Schedule A
does not include out-of-pocket disbursements of the Transfer Agent for
which the Transfer Agent shall be entitled to xxxx the Trust
separately.
The Transfer Agent will xxxx the Trust annually. The fee provided for
hereunder shall be paid in cash by the Trust to the Transfer Agent
within five (5) business days after the last day of each fiscal year.
Out-of-pocket disbursements shall include, but shall not be limited to,
the items specified in Schedule B. Reimbursement by the Trust for
expenses incurred by the Transfer Agent in any month shall be made as
soon as practicable after the receipt of an itemized xxxx from the
Transfer Agent.
Any compensation jointly agreed to hereunder may be adjusted from time
to time by attaching to this Agreement a revised Schedule A, dated and
signed by an officer of each party.
3. Documents. The Trust will furnish from time to time such certificates,
documents or opinions as the Transfer Agent deems to be appropriate or
necessary for the proper performance of its duties.
4. Representations of the Trust and the Transfer Agent.
(a) The Trust represents to the Transfer Agent that all
outstanding units are validly issued, fully paid and
non-assessable by the Trust. When units of the Portfolio are
hereafter issued in accordance with the terms of the Trust's
Declaration of Trust and its Registration Statement, such
units shall be validly issued, fully paid and non-assessable
by the Trust.
(b) The Transfer Agent represents that it is registered under
Section 17A(c) of the Securities Exchange Act of 1934. The
Transfer Agent agrees to maintain the necessary facilities,
equipment and personnel to perform its duties and obligations
under this agreement and to comply with all applicable laws.
5. Duties of the Transfer Agent. The Transfer Agent shall be responsible,
separately and through its subsidiaries or affiliates, for the
following functions:
(a) Sale of Units of the Portfolio.
(1) On receipt of payment, wired instructions and
payment, or payment identified as being for the
account of a unitholder, the Transfer Agent will
deposit the payment, prepare and present the
necessary report to the Custodian and record the
purchase of units in a timely fashion in accordance
with the terms of the Registration Statement. All
units shall be held in book entry form and no
certificate shall be issued unless the Trust is
permitted to do so by the Registration Statement and
the purchaser so requests.
(2) On receipt of notice that payment was dishonored, the
Transfer Agent shall stop redemptions of all units
owned by the purchaser related to that payment and
take such other action as it deems appropriate.
(b) Redemption of Units. On receipt of instructions to redeem
units in accordance with the terms of the Registration
Statement, the Transfer Agent will record the redemption of
units of the Portfolio, prepare and present the necessary
report to the Custodian and pay the proceeds of the redemption
to the unitholder, an authorized agent or legal representative
upon the receipt of the monies from the Custodian.
(c) Transfer or Other Change Pertaining to Units. On receipt of
instructions or forms acceptable to the Transfer Agent to
transfer the units to the name of a new owner, change the name
or address of the present owner or take other legal action,
the Transfer Agent will take such action as is requested.
(d) Right to Seek Assurance. The Transfer Agent may refuse to transfer,
exchange or redeem units of the Portfolio or take any action requested by a
unitholder until it is satisfied that the requested transaction or action
is legally authorized or until it is satisfied there is no basis for any
claims adverse to the transaction or action. It may rely on the provisions
of the Uniform Act for the Simplification of Fiduciary Security Transfers
or the Uniform Commercial Code. The Trust shall indemnify the Transfer
Agent for any act done or omitted to be done in reliance on such laws or
for refusing to transfer, exchange or redeem units or taking any requested
action if it acts on a good faith belief that the transaction or action is
illegal or unauthorized.
(e) Unitholder Records, Reports and Services.
(1) The Transfer Agent shall maintain all unitholder
accounts, which shall contain all required tax,
legally imposed and regulatory information; shall
provide unitholders, and file with federal and state
agencies, all required tax and other reports
pertaining to unitholder accounts; shall prepare
unitholder mailing lists; shall cause to be delivered
all required prospectuses, annual reports, semiannual
reports, statements of additional information (upon
request), proxies and other mailings to unitholders;
and shall cause proxies to be tabulated.
(2) The Transfer Agent shall respond to all valid
inquiries related to its duties under this Agreement.
(3) The Transfer Agent shall create and maintain all
records in accordance with all applicable laws, rules
and regulations, including, but not limited to, the
records required by Section 31(a) of the Investment
Company Act of 1940.
(f) Distributions. The Transfer Agent shall prepare and present
the necessary report to the Custodian and shall cause to be
prepared and transmitted the payment of income dividends and
capital gains distributions or cause to be recorded the
investment of such dividends and distributions in additional
units of the Portfolio or as directed by instructions or forms
acceptable to the Transfer Agent.
(g) Confirmations and Statements. The Transfer Agent shall confirm
each transaction through periodic reports as may be legally
permitted.
(h) Reports to the Trust. The Transfer Agent will provide reports
pertaining to the services provided under this Agreement as
the Trust may request to ascertain the quality and level of
services being provided or as required by law.
(i) Administrative Services. The Transfer Agent, either directly
or through affiliates, will provide all administrative,
accounting, clerical, statistical, correspondence, corporate
and all other services of whatever nature required in
connection with the administration of the Trust.
(j) Other Duties. The Transfer Agent may perform other duties for
additional compensation if agreed to in writing by the parties
to this Agreement.
6. Ownership of Records. The Transfer Agent agrees that all records
prepared or maintained by it relating to the services to be performed
by it under the terms of this Agreement are the property of the Trust
and may be inspected by the Trust or any person retained by the Trust
at reasonable times.
7. Action by the Board and Opinion of Counsel. The Transfer Agent may rely
on resolutions of the Board of Trustees (the "Board") or the Executive
Committee of the Board and on opinion of counsel for the Trust.
8. Duty of Care. It is understood and agreed that, in furnishing the Trust
with the services as herein provided, neither the Transfer Agent, nor any
officer, trustee or agent thereof shall be held liable for any loss arising
out of or in connection with their actions under this Agreement so long as
they act in good faith and with due diligence, and are not negligent or
guilty of any willful misconduct. It is further understood and agreed that
the Transfer Agent may rely upon information furnished to it reasonably
believed to be accurate and reliable. In the event the Transfer Agent is
unable to perform its obligations under the terms of this Agreement because
of an act of God, strike or equipment or transmission failure reasonably
beyond its control, the Transfer Agent shall not be liable for any damages
resulting from such failure.
9. Term and Termination. This Agreement shall become effective on the
date first set forth above (the "Effective Date") and shall continue in
effect from year to year thereafter as the parties may mutually agree;
provided that either party may terminate this Agreement by giving the other
party notice in writing specifying the date of such termination, which
shall be not less than 60 days after the date of receipt of such notice. In
the event such notice is given by the Trust, it shall be accompanied by a
vote of the Board, certified by the Secretary, electing to terminate this
Agreement and designating a successor transfer agent or transfer agents.
Upon such termination and at the expense of the Trust, the Transfer Agent
will deliver to such successor a certified list of unitholders of the
Portfolio (with name, address and taxpayer identification or Social
Security number), a historical record of the account of each unitholder and
the status thereof, and all other relevant books, records, correspondence,
and other data established or maintained by the Transfer Agent under this
Agreement in the form reasonably acceptable to the Trust, and will
cooperate in the transfer of such duties and responsibilities, including
provisions for assistance from the Transfer Agent's personnel in the
establishment of books, records and other data by such successor or
successors.
10. Amendment. This Agreement may not be amended or modified in any manner
except by a written agreement executed by both parties.
11. Subcontracting. The Trust agrees that the Transfer Agent may
subcontract for certain of the services described under this Agreement
with the understanding that there shall be no diminution in the quality
or level of the services and that the Transfer Agent remains fully
responsible for the services. Except for out-of-pocket expenses
identified in Schedule B, the Transfer Agent shall bear the cost of
subcontracting such services, unless otherwise agreed by the parties.
12. Limitations of Liability of the Trustees and Unitholders of Trust
A copy of the Declaration of Trust, dated October 2, 1995, together
with all amendments, is on file in the office of the Secretary of State
of the Commonwealth of Massachusetts. The execution and delivery of
this Agreement have been authorized by the Trustees and the Agreement
has been signed by an authorized officer of the Trust. It is expressly
agreed that the obligations of the Trust under this Agreement shall not
be binding upon any of the Trustees, unitholders, nominees, officers,
agents or employees of the Trust, personally, but bind only the assets
and property of the Trust, as provided in the Declaration of Trust.
13. Miscellaneous.
(a) This Agreement shall extend to and shall be binding upon the
parties hereto, and their respective successors and assigns;
provided, however, that this Agreement shall not be assignable
without the written consent of the other party.
(b) This Agreement shall be governed by the laws of the State of
Minnesota.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective officers as of the day and year written above.
TAX-FREE INCOME TRUST
Tax-Free High Yield Portfolio
By: /s/ Xxxxxx X. Xxx
Xxxxxx X. Xxx
Vice President
AMERICAN EXPRESS CLIENT SERVICE CORPORATION
By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
President
Schedule A
TAX-FREE INCOME TRUST
FEE
The annual fee for services under this agreement is $1 per year for the
Portfolio.
Schedule B
OUT-OF-POCKET EXPENSES
The Trust shall reimburse the Transfer Agent monthly for the following
out-of-pocket expenses:
o typesetting, printing, paper, envelopes, postage and return postage
for proxy soliciting material, and proxy tabulation costs
o printing, paper, envelopes and postage for dividend notices, dividend
checks, records of account, purchase confirmations, exchange
confirmations and exchange prospectuses, redemption confirmations,
redemption checks, confirmations on changes of address and any other
communication required to be sent to unitholders
o typesetting, printing, paper, envelopes and postage for prospectuses,
annual and semiannual reports, statements of additional information,
supplements for prospectuses and statements of additional information
and other required mailings to unitholders
o stop orders
o outgoing wire charges
o other expenses incurred at the request or with the consent of the Trust
