MORGAN STANLEY OPEN-END FUNDS MORGAN STANLEY TRUST AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT
(h)(1)
XXXXXX XXXXXXX OPEN-END FUNDS
XXXXXX XXXXXXX TRUST
XXXXXX XXXXXXX TRUST
AMENDED AND RESTATED
TRANSFER AGENCY AND SERVICE AGREEMENT
TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of August 1, 1997, and amended on June 22, 1998, September 1, 2000,November
1, 2004 and June 26, 2008, by and between each of the Xxxxxx Xxxxxxx Open-end Funds listed on
Appendix A hereto, 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 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and
XXXXXX XXXXXXX TRUST (“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 and shareholder servicing agent 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, 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 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) 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”);
(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 dividends 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
(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. XXXXXX XXXXXXX TRUST shall also
provide to the Fund on a regular basis the total number of Shares that 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 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, 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 that 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 XXXXXX XXXXXXX TRUST in writing those transactions and assets
to be treated as exempt from Blue Sky reporting for each State; and
(ii) verify the inclusion on the system prior to activation of each State in
which Fund shares may be sold and thereafter monitor the daily purchases and sales
for shareholders in each State. The responsibility of XXXXXX XXXXXXX TRUST for the
Fund’s status under the securities laws of any State or other jurisdiction is
limited to the inclusion on the system of each State as to which the Fund has
informed XXXXXX XXXXXXX TRUST that shares may be sold in compliance with state
securities laws and the reporting of purchases and sales in each such State to the
Fund as provided above and as agreed from time to time by the Fund and XXXXXX
XXXXXXX TRUST.
(d) 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-Financial 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 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 its appropriate regulatory agency 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.
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
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 Securities and Exchange Commission (“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.
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:
(a) 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.
(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 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 or firm on behalf of the Fund.
(d) The reliance on, or the carrying out by XXXXXX XXXXXXX TRUST or its agents or
subcontractors of, any instructions or requests 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 notice of offering of such Shares 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 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 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 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 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. or any of its affiliates (“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 Additional Funds
may be added to Appendix A hereto.
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 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, XXXXXX XXXXXXX TRUST 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 XXXXXX XXXXXXX TRUST may, in its sole discretion, deem
appropriate or as the Fund and, if applicable, the Distributor may instruct XXXXXX XXXXXXX TRUST.
12.4 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]
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Chief Legal Officer, Funds
To XXXXXX XXXXXXX TRUST:
Xxxxxx Xxxxxxx Trust
Harborside Financial Center
Xxxxx Xxx
Xxxxxx Xxxx, Xxx Xxxxxx 00000
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.
| EACH OF THE XXXXXX XXXXXXX OPEN-END FUNDS LISTED ON APPENDIX A |
||||
| By: | /s/ Xxxxxxxx X. Xxxxx Yu | |||
| Name: | Xxxxxxxx X. Xxxxx Yu | |||
| Title: | Vice President | |||
| Attest: | /s/ Xxxx X. Xxxxxx | |||
| Name: | Xxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| XXXXXX XXXXXXX TRUST |
||||
| By: | /s/ Xxxxxx Xxxxxxx | |||
| Name: | Xxxxxx Xxxxxxx | |||
| Title: | Managing Director | |||
| Attest: | /s/ Xxxxxx Xxxxxx | |||
| Name: | Xxxxxx Xxxxxx | |||
| Title: | Vice President | |||
Appendix A
| Taxable Money Market Funds | ||
| 1. | Active Assets Government Securities Trust | |
| 2. | Active Assets Institutional Government Securities Trust | |
| 3. | Active Assets Institutional Money Trust | |
| 4. | Active Assets Money Trust | |
| 5. | Xxxxxx Xxxxxxx Liquid Asset Fund Inc. | |
| 6. | Xxxxxx Xxxxxxx U.S. Government Money Market Trust | |
| Tax-Exempt Money Market Funds | ||
| 7. | Active Assets California Tax-Free Trust | |
| 8. | Active Assets Tax-Free Trust | |
| 9. | Xxxxxx Xxxxxxx California Tax-Free Daily Income Trust | |
| 10. | Xxxxxx Xxxxxxx New York Municipal Money Market Trust | |
| 11. | Xxxxxx Xxxxxxx Tax-Free Daily Income Trust | |
| Equity Funds | ||
| 12. | Xxxxxx Xxxxxxx Capital Opportunities Trust | |
| 13. | Xxxxxx Xxxxxxx Convertible Securities Trust | |
| 14. | Xxxxxx Xxxxxxx Dividend Growth Securities Inc. | |
| 15. | Xxxxxx Xxxxxxx Equally-Weighted S&P 500 Fund | |
| 16. | Xxxxxx Xxxxxxx European Equity Fund Inc. | |
| 17. | Xxxxxx Xxxxxxx Financial Services Trust | |
| 18. | Xxxxxx Xxxxxxx Focus Growth Fund | |
| 19. | Xxxxxx Xxxxxxx Fundamental Value Fund | |
| 20. | Xxxxxx Xxxxxxx Global Advantage Fund | |
| 21. | Xxxxxx Xxxxxxx Global Dividend Growth Securities | |
| 22. | Xxxxxx Xxxxxxx Health Sciences Trust | |
| 23. | Xxxxxx Xxxxxxx International Fund | |
| 24. | Xxxxxx Xxxxxxx International Value Equity Fund | |
| 25. | Xxxxxx Xxxxxxx Mid Cap Growth Fund | |
| 26. | Xxxxxx Xxxxxxx Mid-Cap Value Fund | |
| 27. | Xxxxxx Xxxxxxx Natural Resource Development Securities Inc. | |
| 28. | Xxxxxx Xxxxxxx Pacific Growth Fund Inc. | |
| 29. | Xxxxxx Xxxxxxx Real Estate Fund | |
| 30. | Xxxxxx Xxxxxxx Small-Mid Special Value Fund | |
| 31. | Xxxxxx Xxxxxxx Series Funds |
| • | Commodities Alpha Fund | ||
| • | Alternative Opportunities Fund | ||
| • | U.S. Multi-Cap Alpha Fund |
| 32. | Xxxxxx Xxxxxxx S&P 500 Index Fund | |
| 33. | Xxxxxx Xxxxxxx Special Growth Fund | |
| 34. | Xxxxxx Xxxxxxx Special Value Fund | |
| 35. | Xxxxxx Xxxxxxx Technology Fund | |
| 36. | Xxxxxx Xxxxxxx Utilities Fund |
| 37. | Xxxxxx Xxxxxxx Value Fund | |
| Balanced Funds | ||
| 38. | Xxxxxx Xxxxxxx Balanced Fund | |
| Asset Allocation Fund | ||
| 39. | Xxxxxx Xxxxxxx Strategist Fund | |
| Specialty Funds | ||
| 40. | Xxxxxx Xxxxxxx FX Series Funds |
| • | FX Alpha Strategy Portfolio | ||
| • | FX Alpha Plus Strategy Portfolio |
| Taxable Fixed-Income Funds | ||
| 41. | Xxxxxx Xxxxxxx Flexible Income Trust | |
| 42. | Xxxxxx Xxxxxxx Income Trust | |
| 43. | Xxxxxx Xxxxxxx High Yield Securities Inc. | |
| 44. | Xxxxxx Xxxxxxx Limited Duration Fund | |
| 45. | Xxxxxx Xxxxxxx Mortgage Securities Trust | |
| 46. | Xxxxxx Xxxxxxx Limited Duration U.S. Government Trust | |
| 47. | Xxxxxx Xxxxxxx U.S. Government Securities Trust | |
| Tax-Exempt Fixed-Income Funds | ||
| 48. | Xxxxxx Xxxxxxx California Tax-Free Income Fund | |
| 49. | Xxxxxx Xxxxxxx Limited Term Municipal Trust | |
| 50. | Xxxxxx Xxxxxxx New York Tax-Free Income Fund | |
| 51. | Xxxxxx Xxxxxxx Tax-Exempt Securities Trust | |
| Special Purpose Funds | ||
| 52. | Xxxxxx Xxxxxxx Select Dimensions Investment Series |
| • | Balanced Portfolio | ||
| • | Capital Growth Portfolio | ||
| • | Capital Opportunities Portfolio | ||
| • | Dividend Growth Portfolio | ||
| • | Equally-Weighted S&P 500 Portfolio | ||
| • | Focus Growth Portfolio | ||
| • | Flexible Income Portfolio | ||
| • | Global Equity Portfolio | ||
| • | Money Market Portfolio | ||
| • | Mid Cap Growth Portfolio | ||
| • | Utilities Portfolio |
| 53. | Xxxxxx Xxxxxxx Variable Investment Series |
| • | Aggressive Equity Portfolio | ||
| • | Capital Opportunities Portfolio |
| • | Dividend Growth Portfolio | ||
| • | European Equity Portfolio | ||
| • | Global Advantage Portfolio | ||
| • | Global Dividend Growth Portfolio | ||
| • | High Yield Portfolio | ||
| • | Income Builder Portfolio | ||
| • | Limited Duration Portfolio | ||
| • | Money Market Portfolio | ||
| • | Income Plus Portfolio | ||
| • | S&P 500 Index Portfolio | ||
| • | Strategist Portfolio | ||
| • | Utilities Portfolio |
SCHEDULE A
XXXXXX XXXXXXX TRUST
OPEN-END FUNDS
SHAREHOLDER ACCOUNT MAINTENANCE FEES
RATES PER TRANSFER AGENCY AGREEMENT
AS OF AUGUST 1, 2007
OPEN-END FUNDS
SHAREHOLDER ACCOUNT MAINTENANCE FEES
RATES PER TRANSFER AGENCY AGREEMENT
AS OF AUGUST 1, 2007
Money Market Funds |
$ | 18.47 | ||
• U.S. Government Money Market Trust up to 50,000 |
$ | 11.71 | ||
• U.S. Government Money Market Trust over 50,000 |
$ | 6.12 | ||
• AAA Funds |
$ | 13.83 | ||
Open-end Fixed Income Funds |
$ | 16.23 | ||
Open-end Equity Funds |
$ | 15.60 | ||
Special Purpose Funds: |
||||
• Select Dimensions Investment Series |
$500 per annum per account | |||
• Variable Investment Series |
$500 per annum per account | |||
