AMENDMENT TO JOHN HANCOCK CLOSED-END FUNDS SERVICE AGREEMENT FOR TRANSFER AGENT SERVICES
Exhibit (2)(k)(3)(g)
AMENDMENT TO
XXXX XXXXXXX CLOSED-END FUNDS
SERVICE AGREEMENT
FOR
TRANSFER AGENT SERVICES
March 31, 2013
THIS AMENDMENT (this “Amendment”) dated March 31, 2013 to the Service Agreement for Transfer Agent Services dated June 1, 2002, as amended (the “Agreement”), is entered into among Computershare Shareowner Services LLC, a New Jersey limited liability company (“Agent”), and Xxxx Xxxxxxx Financial Opportunities Xxxx, Xxxx Xxxxxxx Hedged Equity & Income Xxxx, Xxxx Xxxxxxx Income Securities Trust, Xxxx Xxxxxxx Investors Trust, Xxxx Xxxxxxx Preferred Income Xxxx, Xxxx Xxxxxxx Preferred Income Fund II, Xxxx Xxxxxxx Preferred Income Fund XXX, Xxxx Xxxxxxx Premium Dividend Xxxx, Xxxx Xxxxxxx Tax-Advantaged Dividend Income Fund and Xxxx Xxxxxxx Tax-Advantaged Global Shareholder Yield Fund, each a Massachusetts Business Trust (collectively, the “Clients”).
WHEREAS, Agent and the Clients desire to amend the Agreement as provided in this Amendment.
NOW THEREFORE, in consideration of the mutual conditions and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
| 1. | Amendment to Agreement |
(a) Effective March 31, 2013, this Agreement shall continue through June 30, 2014, provided however, the Clients may terminate this Agreement at any time and without penalty on sixty (60) days written notice to Agent.
(b) Exhibit D for each Client, as amended, is hereby deleted in its entirety and replaced with the attached revised Exhibit D.
| 2. | Term of the Amendment. This amendment shall become effective upon due execution and delivery by the parties hereto, and shall remain in effect for so long as the Agreement shall remain in effect. |
| 3. | Ratification. Except as expressly set forth herein, the Agreement is not modified hereby and shall remain in full force and effect in accordance with the respective provisions thereof and is in all respects ratified and affirmed. |
| 4. | Partial Invalidity. If any provision of this Amendment is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Amendment as a whole, but this Amendment shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable law. |
| 5. | Counterparts. This Amendment may be executed in two or more counterparts, each of which, when executed and delivered, shall be deemed an original for all purposes, but all of which together shall constitute one and the same instrument. |
| 2 |
IN WITNESS WHEREOF, the parties hereto have caused these presents to be duly executed as of the day and year first above written.
Computershare Shareowner Services LLC
By: /s/ Xxx XxXxxx
Name: Xxx XxXxxx
Title: President
Xxxx Xxxxxxx Financial Opportunities Fund
Xxxx Xxxxxxx Hedged Equity & Income Fund
Xxxx Xxxxxxx Income Securities Trust
Xxxx Xxxxxxx Investors Trust
Xxxx Xxxxxxx Preferred Income Fund
Xxxx Xxxxxxx Preferred Income Fund II
Xxxx Xxxxxxx Preferred Income Fund III
Xxxx Xxxxxxx Premium Dividend Fund
Xxxx Xxxxxxx Tax-Advantaged Dividend Income Fund
Xxxx Xxxxxxx Tax-Advantaged Global Shareholder Yield Fund
By: /s/ Xxxxxxxxx Xxxxxxxxx
Name: Xxxxxxxxx Xxxxxxxxx
Title: Treasurer of the Funds listed Above
| 3 |
Schedule 1 to Exhibit D
3/30/13
INVESTOR PLAN SERVICES FEE SCHEDULE
| Item | Amount | Note | Paid By 1 |
| Plan Set Up Fee | $2,500 | Per Fund | Company |
| Fulfillment Processing | $5.50 | Per request | Company |
| Reinvestment Trading Fee | $.05 | Per share | Participant |
| Purchase of Additional Shares By check By Electronic Transfer Trading Fee |
$5.00 $2.00 $.05 |
Per investment Per investment Per share |
Participant |
| Sale of Shares 2 Trading Fee |
$5.00 $.05 |
Per share | Participant |
| Safekeeping | No Charge | ||
| Duplicate Statement – Prior Year | No Charge | ||
| Insufficient Funds or Rejected Automatic Debit |
$35.00 |
Per check or debit |
Participant |
| Other services including (but not limited to): Certificate Issuance Transfer of Shares |
Per Stock Transfer Agency Contract | Company | |
| Out of Pocket Expenses including (but not limited to): Forms/Brochures, Postage, 800 Number, etc. | As incurred | Company |
Notes
| Note 1 | Fees could be: “P”, Participant Paid or “C”, Company Paid |
| Note 2 | Including sales of fractional shares upon termination from plan. |
Exhibit D
Revised 3/31/13
STOCK TRANSFER FEE SCHEDULE
The following schedule is intended to be a comprehensive summary of the fees associated with this proposal. The pricing as listed below is valid for ninety days from the date of submission or until “date”. Fees are not subject to increase during the initial term.
| Initial Term of Agreement: | 15 Months[1] |
| Fees Not Subject to Increase | 15 Months |
Administration & Account Maintenance
Computershare will assign a Client Service Manager to consult with Client on all facets of stock transfer administration, including, but not limited to, securities regulations, transfer requirements, structuring of annual meetings, stock option exercises, cash and stock dividends, etc.
Monthly OFAC Reporting is included in the monthly administration and accounts maintenance fees listed below.
| Fund Name |
Administration & Account Maintenance (per month) 2013-2014 |
| Xxxx Xxxxxxx Bank & Thrift (“BTO”) | $2,508.00 |
| Xxxx Xxxxxxx Hedged Equity & Income Fund | $1,662.50 |
| Xxxx Xxxxxxx Income Securities Trust (“Income Securities”) | $5,663.59 |
| Xxxx Xxxxxxx Investors Trust (“Investors Trust”) | $4,449.96 |
| Xxxx Xxxxxxx Preferred Income (“Preferred Income”) | $2,184.53 |
| Xxxx Xxxxxxx Preferred Income II (“Preferred Income II”) | $2,184.53 |
| Xxxx Xxxxxxx Preferred Income III (“Preferred Income III”) | $2,184.53 |
|
Xxxx Xxxxxxx Premium Dividend (“Patriot Prem Div”) |
$9,657.70 |
|
Xxxx Xxxxxxx Tax-Advantaged Dividend Income Fund (“Tax-Adv. Div Income”) |
$2,023.10 |
|
Xxxx Xxxxxxx Tax-Advantaged Global Shareholder Yield Fund (“Tax-Adv. Global S/H Yield”) |
$1,900.00 |
1 Subject to Section 2(a) of the Agreement
The Administration and Account Maintenance fees cover all of the services and are subject to the allowances listed below.
-------------------- All allowances are on a per fund basis --------------------
| Fee | BTO (a) | Hedged Equity & Income Fund | Income Securities | Investors Trust | Premium Div Fund (b) | Preferred Income | Preferred Income II | Preferred Income III | Tax-Adv. Div Income | Tax-Adv. Global S/H Yield (c) | |
| No. of Active Accounts Maintained | $2.50 / Year | 1,800 | 1,000 | 5,300 | 4,700 | 4,600 | 500 | 500 | 500 | 500 | 1,000 |
| No. of Inactive Accounts | 40% of Active A/C Fee |
500 | 250 | 2,500 | 2,500 | 3,650 | 250 | 250 | 250 | 250 | 250 |
| No. of Dividend Reinvestment Accounts Maintained | $4.00 | 1,400 | 100 | 1,500 | 1,050 | 2,300 | 100 | 100 | 100 | 100 | 100 |
| No. of Legal Review Items Processed | $50.00 | 100 | 25 | 100 | 100 | 100 | 25 | 25 | 25 | 25 | 25 |
| No. of Certificates Issued & Book Entry Credits | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | |
| No. of Certificates Cancelled & Book Entry Debits | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | |
| No. of Additional Mailings per Year (including one enclosure) | See Below | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 |
| No. of Reports, Analyses, Lists, or Labels | See Below | 6 | 4 | 6 | 6 | 6 | 6 | 6 | 6 | 6 | 4 |
| No. of Inspectors of Election | $1,500.00 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 |
| No. of Respondent Bank Omnibus Proxies | $150.00 | 15 | 15 | 15 | 15 | 15 | 15 | 00 | 00 | 00 | 00 |
| No. of S/H Telephone Calls Handled by IVR System (d) | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | |
| No. of S/H Telephone Calls Transferred from IVR to CSR (d) | $5.25 | 500 / $1.50 | Unlimited | 2,075 | 1,700 | 2,600 | 310 | 310 | 310 | 310 | Unlimited |
| (a) | IVR = Interactive Voice Response; CSR = Customer Service Representative |
| (b) | ISD transactions are defined as any shareholder transaction initiated through ISD, including, but not limited to, share sales or purchases, duplicate statement or tax form requests, address or pin changes, account changes or updates and certificate requests. |
| Stock Transfer Fee Schedule - Page 2 |
-------------------- All allowances are on a per fund basis --------------------
| Fee | BTO | Hedged Equity & Income Fund | Income Securities | Investors Trust | Premium Div Fund | Preferred Income | Preferred Income II | Preferred Income III | Tax-Adv. Global S/H Yield | Tax-Adv. Div Income | |
| No. of State Mandated Due Diligence Mailings for Lost Property | $3 per a/c $250 min. | 25 | 25 | 25 | 25 | 25 | 25 | 25 | 25 | 25 | 25 |
| No. of SEC Mandated Lost S/H Database Searches | $2.50 per a/c $250 min | 25 | 25 | 25 | 25 | 25 | 25 | 25 | 25 | 25 | 25 |
| MLink Administration Fee (Electronic delivery of material) | As appraised | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 |
| Evote Administration Fee | As appraised | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Telephone Votes | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | |
| Internet | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | |
| Investor / Broker Directed Movement of Shares | $3.00 | 50 | 50 | 50 | 50 | 50 | 50 | 50 | 50 | 50 | 50 |
| Stock Transfer Fee Schedule - Page 3 |
Dividend Disbursement Fee
Number of dividends processed per year. The dividend disbursement fee includes all of the services listed below.
| Fund Name | Included |
| BTO | 4 |
| Hedged Equity & Income Fund | 4 |
| Income Securities | 4 |
| Investors Trust | 4 |
| Patriot Premium Dividend Fund | 12 |
| Preferred Income | 12 |
| Preferred Income II | 12 |
| Preferred Income III | 12 |
| Tax-Adv. Global S/H Yield | 12 |
| Tax-Adv. Div Income | 12 |
| · | Preparing and mailing checks |
| · | Reconciling checks |
| · | Preparing payment register in list form |
| · | Withholding and filing taxes for non-resident aliens and others |
| · | Filing federal tax information returns |
| · | Processing “B” and “C” notices received from the IRS |
| · | Mailing required statements (Form 1099DIV or Form 1042) to registered holders |
| · | Maintaining stop payment files and issuing replacement checks |
| · | Maintaining separate dividend addresses |
| · | Receiving, verifying and posting funds to cover entire dividend distribution on mailing date of checks |
| Stock Transfer Fee Schedule - Page 4 |
| Escheatment Services | |
| Annual Compliance Services | Included |
| SEC Mandated Electronic Database & New Address Retrieval Mailing (subject to the following minimum) |
$3.00 per account $250.00 |
| Each state mandated due diligence mailing (subject to the following minimum) |
$2.50 per account $250.00 |
|
In-Depth Search and Location Services
(Annual compliance services include all of the services listed below) |
No charge to company
|
| · | Assist in establishing compliance with the unclaimed property requirements of all jurisdictions that may have a claim on escheatable property held by your organization |
| · | Processing records and property subject to reporting based upon current state statutes, rules, and regulations |
| · | Requesting penalty and interest release agreements and indemnification from future claim agreements (on property remitted) from the states that offer such agreements |
| · | Identifying property that has become escheatable since the last filing date |
| · | Assist in reviewing state regulations to determine if there have been any changes in reporting procedures |
| · | Reporting and remitting property to states |
| ISSUER ONLINE System Access | Included |
| · | Providing client access to Computershare’s mainframe inquiry and internet based system for management reporting and shareholder records |
| · | Providing daily data on registered shareholders |
| · | Providing daily access to proxy tabulation file during proxy season |
| DIRECT REGISTRATION/PROFILE SYSTEM | |
| Enrollment Fee | Included |
| Annual Surety Fee | Included |
| Stock Distribution Event – full, full and fractional shares | $3.50 |
| DRS Fee, per statement | $0.25 |
| Investor directed movement of shares, each | $3.00 |
| Broker directed movement of shares, each | $3.00 |
| DRS/Profile reject fee, each | $5.00 |
| DRS/Profile Broker Authorization Form, each | $1.50 |
| Stock Transfer Fee Schedule - Page 5 |
| ACH/DIRECT DEPOSIT SERVICES | |
| Initial Setup Fee | Included |
| Annual Maintenance Fee | Included |
| ACH file transmission, each distribution, per item | Included |
| Placement of Stop Payment Order | $10.00 |
|
Returns/Reversals, per occurrence
(Annual Maintenance includes all of the services listed below) |
$10.00 |
|
· Processing returned authorization forms · Posting bank information to accounts · Creating pre-note transactions and sending to clearinghouse · Following up on rejects · Produce and mail checks for returned items
|
| Stock Transfer Fee Schedule - Page 6 |
ADDITIONAL SERVICES AVAILABLE UPON REQUEST
| SHAREHOLDER LISTS AND ANALYSES Minimum charge for each of the below services |
$250.00 |
| Lists, per name listed | $0.05 |
| Labels, per label printed | $0.05 |
| Analysis, per name passed on database | $0.02 |
| Analysis, per name listed in report | $0.05 |
| Custom Lists or Analyses | By Appraisal |
| STANDARD MAILING SERVICES Minimum charge for each of the below services |
$500.00 |
| Addressing mailing medium, per name | $0.05 |
| Affixing labels, per label | $0.04 |
| Machine Inserting 1st Enclosure, per piece 2nd Enclosure, per piece Each Enclosure thereafter, per piece |
$0.05 $0.04 $0.03 |
| Manual Inserting | By Appraisal |
| OTHER SERVICES | |
| Confidential Proxy Voting | By Appraisal |
| Dividends – Special Cash Dividends | By Appraisal |
| Electronic Distribution of Materials | By Appraisal |
| Foreign Tax Re-claim | By Appraisal |
| Householding of Annual Meeting and Other Materials | By Appraisal |
| Interactive Online Meeting Services | By Appraisal |
| Logistics Services (including document transportation, fulfillment, printing and media placement) | By Appraisal |
| Mailing Quarterly or Periodic Reports | By Appraisal |
| Maintaining Mail Lists | By Appraisal |
| Secondary Offerings or Closings | By Appraisal |
| Stock Splits and Stock Dividends | By Appraisal |
| Special Meetings | By Appraisal |
| Survey Tabulation | By Appraisal |
| Stock Transfer Fee Schedule - Page 7 |
ADDITIONAL SERVICES PROVIDED BY COMPUTERSHARE
|
In addition to transfer agent services, Computershare Investor Services also provides the following related services. Contact your Sales Representative or Client Service Manager for additional information.
Bank/Broker Distributions Corporate Stock Buy-Back Services Custodial Services Direct Purchase & Dividend Reinvestment Services Employee Stock Option Plan Administration Employee Stock Purchase Plan Administration Escrow Services Exchange or Tender Offer Processing Financial Planning Services Odd-Lot Program Administration Proxy Solicitation StockWatch (beneficial owner identification) Subscription Agent Services Rights Agency Warrant Agency |
| Stock Transfer Fee Schedule - Page 8 |
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 Computershare are due and payable by Client upon receipt of an invoice from Computershare.
With respect to any shareholder mailing processed by Computershare, 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.
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 Computershare, 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 Computershare may charge for coordination of selling shareholders, custody services and / or escrow services.
Conversion: If an out-of-proof condition exists at the time of conversion, and such condition is not resolved within 90 calendar days of such conversion, Client agrees to provide Computershare with funds or shares sufficient to resolve the out-of-proof condition promptly after the expiration of such 90 day period.
Deconversion: Upon expiration or termination of this Agreement, Client shall pay Computershare a fee for deconversion services (e.g., providing shareholder lists and files, producing and shipping records, answering successor agent inquiries). This fee shall be based on Computershare’s then-current deconversion fee schedule. Computershare may withhold the Client’s records, reports and unused certificate stock pending Client’s payment in full of all fees and expenses owed to Computershare under this Agreement.
Legal Expenses, System Modifications: 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 Computershare’s expenses (including the cost of external or internal counsel) in resolving such matters; provided that any legal expenses charged to the Client shall be reasonable.
In the event any federal, state or local laws, rules or regulations are enacted that require Computershare to (i) make any adjustments and/or modifications to its current system, or (ii) provide additional services to Client for which Computershare is not being compensated hereunder, then Client shall compensate Computershare (a) on a pro rata basis proportionate to the Client’s registered shareholder base, for the costs associated with making such required adjustments and/or modifications, or (b) according to Computershare’s standard fees established, in good faith, with respect to such additional services.
Other Services: Fees for any services provided to Client by or on behalf of Computershare hereunder that are not set forth above will be based on Computershare’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.
| Stock Transfer Fee Schedule - Page 9 |
