AMENDED AND RESTATED
TRANSFER AGENCY AND SERVICE AGREEMENT
with
XXXX XXXXXX TRUST COMPANY
DWR
[open-end]
TABLE OF CONTENTS
Page
----
Article 1 Terms of Appointment; Duties of DWTC...................... 2
Article 2 Fees and Expenses......................................... 6
Article 3 Representations and Warranties of DWTC.................... 7
Article 4 Representations and Warranties of the
Fund...................................................... 8
Article 5 Duty of Care and Indemnification........................... 9
Article 6 Documents and Covenants of the Fund and
DWTC...................................................... 12
Article 7 Duration and Termination of Agreement..................... 16
Article 8 Assignment................................................ 16
Article 9 Affiliations.............................................. 17
Article 10 Amendment................................................. 18
Article 11 Applicable Law............................................ 18
Article 12 Miscellaneous............................................. 18
Article 13 Merger of Agreement....................................... 20
Article 14 Personal Liability........................................ 21
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AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT
AMENDED AND RESTATED AGREEMENT made as of the 1st day of
August, 1993 by and between each of the Xxxx Xxxxxx 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 COMPANY, a trust company organized under the laws of New
Jersey, having its principal office and place of business at Harborside
Financial Center, Plaza Two, Jersey City, New Jersey 07311 ("DWTC").
WHEREAS, the Fund desires to appoint DWTC as its transfer
agent, dividend disbursing agent and shareholder servicing agent and DWTC
desires to accept such appointment;
NOW THEREFORE, in consideration of the mutual covenants
herein contained, the parties hereto agree as follows:
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Article 1 Terms of Appointment; Duties of DWTC
1.1 Subject to the terms and conditions set
forth in this Agreement, the Fund hereby employs and appoints DWTC to act as,
and DWTC 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 information ("prospectus") of the Fund, including
without limitation any periodic investment plan or periodic withdrawal
program.
1.2 DWTC agrees that it will perform the fol-
lowing services:
(a) In accordance with procedures established
from time to time by agreement between the Fund and DWTC, DWTC
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");
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(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;
(vi) Prepare and transmit payments for divi-
dends 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
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(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. DWTC
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, DWTC shall refuse to issue
such Shares and shall not countersign and issue any certificates requested for
such Shares. When recording the issuance of Shares, DWTC 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), DWTC 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 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,
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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 which 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 DWTC in writing those transactions and assets to be treated as exempt from
Blue Sky reporting for each State and (ii) verify the establishment of
transactions for each State on the system prior to activation and thereafter
monitor the daily activity for each State. The responsibility of DWTC for the
Fund's registration status under the Blue Sky or securities laws of any State
or other jurisdiction is solely limited to the initial establishment of
transactions subject to Blue Sky compliance by the Fund and the reporting of
such transactions
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to the Fund as provided above and as agreed from time to time
by the Fund and DWTC.
(d) DWTC shall provide such additional
services and functions not specifically described herein as may be mutually
agreed between DWTC and the Fund. Procedures applicable to such services may
be established from time to time by agreement between the Fund and DWTC.
Article 2 Fees and Expenses
2.1 For performance by DWTC pursuant to this
Agreement, each Fund agrees to pay DWTC 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 DWTC.
2.2 In addition to the fees paid under Section
2.1 above, the Fund agrees to reimburse DWTC in connection with the services
rendered by DWTC hereunder. In addition, any other expenses incurred by DWTC
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
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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 DWTC by the Fund upon request prior to the
mailing date of such materials.
Article 3 Representations and Warranties of DWTC
--------------------------------------
DWTC represents and warrants to the Fund that:
3.1 It is a trust company duly organized and
existing and in good standing under the laws of New Jersey and it is duly
qualified to carry on its business 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.
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Article 4 Representations and Warranties of the Fund
The Fund represents and warrants to DWTC that:
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.
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Article 5 Duty of Care and Indemnification
5.1 DWTC shall not be responsible for, and the
Fund shall indemnify and hold DWTC 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 DWTC 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.
(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 DWTC or its agents or
subcontractors of information, records and documents which (i) are received by
DWTC 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 DWTC or
its agents or subcontractors of, any instructions or requests
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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 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 DWTC 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 DWTC as a result of the lack of good faith, negligence
or willful misconduct of DWTC, its officers, employees or agents.
5.3 At any time, DWTC 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 DWTC under this Agreement, and DWTC 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. DWTC, its
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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 DWTC 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. DWTC, 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 DWTC
6.1 The Fund shall promptly furnish to DWTC
the following:
(a) If a corporation:
(i) A certified copy of the resolution of the Board
of Directors of the Fund authorizing the appointment of DWTC
and the execution and delivery of this Agreement;
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(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 DWTC 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;
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(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 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 DWTC
deems to be appropriate or necessary for the proper performance of its duties.
6.2 DWTC 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 DWTC 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
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Section 31 of the 1940 Act, and the rules and regulations thereunder, DWTC
agrees that all such records prepared or maintained by DWTC relating to the
services performed by DWTC 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 DWTC 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 DWTC and the Fund.
6.5 In case of any request or demands for the
inspection of the Shareholder records of the Fund, DWTC will endeavor to
notify the Fund and to secure instructions from an authorized officer of the
Fund as to such inspection. DWTC 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.
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Article 7 Duration and Termination of Agreement
7.1 This Agreement shall remain in full force and
effect until July 31, 1996 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 DWTC 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, DWTC 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.
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8.3 DWTC 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 DWTC;
provided, however, that such person or entity has and maintains the
qualifications, if any, required to perform such obligations and duties, and
that DWTC 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 DWTC 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 Xxxx Xxxxxx, Discover & Co. 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
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Fund's investment adviser and/or distributor, are or may be interested in DWTC
as directors, officers, employees, agents and shareholders or otherwise, and
that the directors, officers, employees, agents and shareholders of DWTC 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 DWTC
to act as transfer agent, dividend disbursing agent and/or shareholder
servicing agent,
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and DWTC desires to render such services, such services shall be provided
pursuant to a letter agreement, substantially in the form of Exhibit A hereto,
between DWTC 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 DWTC 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 DWTC and the Fund issued by a surety company satisfactory to
DWTC, except that DWTC may accept an affidavit of loss and indemnity agreement
executed by the registered holder (or legal representative) without surety in
such form as DWTC deems appropriate indemnifying DWTC and the Fund for the
issuance of a replacement certificate, in cases where the alleged loss is in
the amount of $1000 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, DWTC 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 DWTC
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may, in its sole discretion, deem appropriate or as the Fund and, if
applicable, the Distributor may instruct DWTC.
12.4 Any notice or other instrument authorized or required
by this Agreement to be given in writing to the Fund or to DWTC 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]
Xxx Xxxxx Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
To DWTC:
Xxxx Xxxxxx Trust Company
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.
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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.
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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.
(1) Xxxx Xxxxxx Liquid Asset Fund Inc.
(2) Xxxx Xxxxxx Tax-Free Daily Income Trust
(3) Xxxx Xxxxxx California Tax-Free Daily Income Trust
(4) Xxxx Xxxxxx Retirement Series
(5) Xxxx Xxxxxx Dividend Growth Securities Inc.
(6) Xxxx Xxxxxx Natural Resource Development Securities Inc.
(7) Xxxx Xxxxxx World Wide Investment Trust
(8) Xxxx Xxxxxx Capital Growth Securities
(9) Xxxx Xxxxxx Convertible Securities Trust
(10) Active Assets Tax-Free Trust
(11) Active Assets Money Trust
(12) Active Assets California Tax-Free Trust
(13) Active Assets Government Securities Trust
(14) Xxxx Xxxxxx Equity Income Trust
(15) Xxxx Xxxxxx Federal Securities Trust
(16) Xxxx Xxxxxx U.S. Government Securities Trust
(17) Xxxx Xxxxxx High Yield Securities Inc.
(18) Xxxx Xxxxxx New York Tax-Free Income Fund
(19) Xxxx Xxxxxx Tax-Exempt Securities Trust
(20) Xxxx Xxxxxx California Tax-Free Income Fund
(21) Xxxx Xxxxxx Managed Assets Trust
(22) Xxxx Xxxxxx Limited Term Municipal Trust
(23) Xxxx Xxxxxx World Wide Income Trust
(24) Xxxx Xxxxxx Utilities Fund
(25) Xxxx Xxxxxx Strategist Fund
(26) Xxxx Xxxxxx New York Municipal Money Market Trust
(27) Xxxx Xxxxxx Intermediate Income Securities
(28) Prime Income Trust
(29) Xxxx Xxxxxx European Growth Fund Inc.
(30) Xxxx Xxxxxx Developing Growth Securities Trust
(31) Xxxx Xxxxxx Precious Metals and Minerals Trust
(32) Xxxx Xxxxxx Pacific Growth Fund Inc.
(33) Xxxx Xxxxxx Multi-State Municipal Series Trust
(34) Xxxx Xxxxxx Premier Income Trust
(35) Xxxx Xxxxxx Short-Term U.S. Treasury Trust
(36) Xxxx Xxxxxx Diversified Income Trust
(37) Xxxx Xxxxxx Health Sciences Trust
(38) Xxxx Xxxxxx Global Dividend Growth Securities
(39) Xxxx Xxxxxx American Value Fund
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(40) Xxxx Xxxxxx U.S. Government Money Market Trust
(41) Xxxx Xxxxxx Global Short-Term Income Fund Inc.
(42) Xxxx Xxxxxx Value-Added Market Series
(43) Xxxx Xxxxxx Select Municipal Reinvestment Fund
(44) Xxxx Xxxxxx Variable Investment Series
By:
---------------------------------------
ATTEST:
------------------------------
XXXX XXXXXX TRUST COMPANY
By:
---------------------------------------
ATTEST:
------------------------
f:\transfer.dw
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Exhibit A
Xxxx Xxxxxx Trust Company
Harborside Financial Xxxxxx
Xxxxx Xxx
Xxxxxx Xxxx, XX 00000
Gentlemen:
The undersigned, Xxxx Xxxxxx S&P 500 Index Fund, a
Massachusetts business trust (the "Fund"), desires to employ and appoint Xxxx
Xxxxxx Trust Company ("DWTC") 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 DWTC of fees as set out in the fee schedule attached
hereto as Schedule A, DWTC 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 DWTC'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,
Xxxx Xxxxxx S&P 500 Index Fund
By:
--------------------------
ACCEPTED AND AGREED TO:
XXXX XXXXXX TRUST COMPANY
By:
------------------------
Its:
-----------------------
Date:
----------------------
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SCHEDULE A
Fund: Xxxx Xxxxxx S&P 500 Index Fund
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.
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