11
XXXXXX XXXXXXX CLOSED-END FUNDS
XXXXXX XXXXXXX TRUST FSB
AMENDEND AND RESTATED
TRANSFER AGENCY AND SERVICE AGREEMENT
AMENDED AND RESTATED AGREEMENT made as of the 1st day of
September, 2000, and amended on November 1, 2004, by and between
each of the Xxxxxx Xxxxxxx Closed-end Funds listed on the
signature page 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 0000 Xxxxxx
xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and XXXXXX XXXXXXX
TRUST FSB ("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, shareholder
servicing agent, registrar and agent in connection with the
Fund's Dividend Reinvestment Plan 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
("Shares"), dividend disbursing agent, shareholder servicing
agent, registrar and agent in connection with the Fund's Dividend
Reinvestment Plan (the "Plan").
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) In accordance with instructions from the Fund
given by Certificate of the Secretary of the Fund,
issue Shares upon receipt of payment therefor, and
issue certificates therefore or hold such Shares in
book form in the appropriate Shareholder account;
(ii) Effect transfers of Shares by the registered
owners thereof upon receipt of appropriate
instructions;
(iii) Prepare and transmit payments for
dividends and distributions declared by the Fund in
accordance with instructions and serve as the plan
agent for the Plan and purchase and issue shares in
accordance with such Plan;
(iv) Maintain records of account for and
advise the Fund and its Shareholders as to the
foregoing;
(v) 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 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, 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, registrar
and, as relevant, shareholder servicing agent,
including but not limited to, maintaining all
Shareholder accounts, preparing Shareholder meeting
lists, mailing proxies, receiving and tabulating
proxies, mailing shareholder reports, 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, 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) 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-
All Urban Consumers Not Seasonably Adjusted for U.S. City
AverageFinancial 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 or advances incurred by XXXXXX XXXXXXX TRUST 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 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.
3.6 It complies and will continue to comply with New York
Stock Exchange Rule 496.
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 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 a closed-end investment company registered with
the SEC under the Investment Company Act of 1940, as amended (the
"1940 Act).
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:
(d) 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.
(e) 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.
(f) 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 of firm on behalf
of the Fund.
(g) The reliance on, or the carrying out by XXXXXX
XXXXXXX TRUST or its agents or subcontractors of, any
instructions or requests of the Fund.
(h) 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 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 registration statements and any amendments and
supplements thereto filed with the SEC pursuant to the
requirements of the 1933 Act and the 1940 Act;
(d) All account application forms, if any, or other
documents relating to Shareholder accounts and/or relating
to any dividend reinvestment plan or other 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 to be 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,
registrar 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. ("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 services shall be provided
pursuant to a letter agreement, substantially in the form of
Exhibit A hereto, between XXXXXX XXXXXXX TRUST 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 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 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]
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
To XXXXXX XXXXXXX TRUST:
Xxxxxx Xxxxxxx Trust FSB
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.
XXXXXX XXXXXXX CLOSED-END FUNDS
Taxable Fixed-Income Closed-End Funds
1. Xxxxxx Xxxxxxx Government Income Trust
2. Xxxxxx Xxxxxxx Income Securities Inc.
3. Xxxxxx Xxxxxxx Prime Income Trust
Tax-Exempt Fixed-Income Closed-End Funds
4. Xxxxxx Xxxxxxx California Insured Municipal Income Trust
5. Xxxxxx Xxxxxxx California Quality Municipal Securities
6. Xxxxxx Xxxxxxx Insured California Municipal Securities
7. Xxxxxx Xxxxxxx Insured Municipal Bond Trust
8. Xxxxxx Xxxxxxx Insured Municipal Income Trust
9. Xxxxxx Xxxxxxx Insured Municipal Securities
10. Xxxxxx Xxxxxxx Insured Municipal Trust
11. Xxxxxx Xxxxxxx Municipal Income Opportunities Trust
12. Xxxxxx Xxxxxxx Municipal Income Opportunities Trust II
13. Xxxxxx Xxxxxxx Municipal Income Opportunities Trust III
14. Xxxxxx Xxxxxxx Municipal Premium Income Trust
15. Xxxxxx Xxxxxxx New York Quality Municipal Securities
16. Xxxxxx Xxxxxxx Quality Municipal Income Trust
17. Xxxxxx Xxxxxxx Quality Municipal Investment Trust
18. Xxxxxx Xxxxxxx Quality Municipal Securities
By:
Name: _______________________
Title: _______________________
ATTEST:
____________________________
Name: ______________________
Title: ______________________
XXXXXX XXXXXXX TRUST FSB
By:
Name: _______________________
Title: _______________________
ATTEST:
____________________________
Name: ______________________
Title: ______________________
SCHEDULE A
XXXXXX XXXXXXX TRUST FSB
CLOSED-END FUNDS
SHAREHOLDER ACCOUNT MAINTENANCE FEES
RATES PER TRANSFER AGENCY AGREEMENT
AS OF NOVEMBER 1, 2004
Closed-end Funds $11.51
Prime Income Trust $11.80
A fee equal to 1/12 of the fee set forth above, for providing
Forms 1099 for accounts closed during the year, payable following
the end of the calendar year. Out-of-pocket expenses in
accordance with Section 2.2 of the Agreement. Fees for additional
services not set forth in this Agreement shall be as negotiated
between the parties.
Exhibit A
Xxxxxx Xxxxxxx Trust FSB
Harborside Financial Xxxxxx, Xxxxx Xxx
Xxxxxx Xxxx, XX 00000
Dear Sir or Madam:
The undersigned, (name of investment company), a (Maryland
corporation/Massachusetts business trust) (the "Fund"), desires
to employ and appoint Xxxxxx Xxxxxxx Trust FSB ("XXXXXX XXXXXXX
TRUST") to act as transfer agent for each series and class of
shares of the Fund, dividend disbursing agent shareholder
servicing agent, registrar and agent in connection with the
Fund's Dividend Reinvestment Plan.
The Fund hereby agrees that, in consideration for the payment by
the Fund to XXXXXX XXXXXXX TRUST of fees as set out in the fee
schedule attached hereto as Schedule A, XXXXXX XXXXXXX TRUST
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.
Please indicate XXXXXX XXXXXXX TRUST'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,
Xxxxxx Xxxxxxx [ ] Fund
By: __________________________
Title:
__________________________
Date:
__________________________
ACCEPTED AND AGREED TO:
Xxxxxx Xxxxxxx Trust FSB
By: _______________________
Title: ______________________
Date: _____________________
