TRANSFER AGENCY AND SERVICE AGREEMENT
between
THE XXXXXXXX FUNDS
and
STATE STREET BANK AND TRUST COMPANY
1C193
WP2319C
TABLE OF CONTENTS
Page
Article 1 Terms of Appointment; Duties of the Bank 2
Article 2 Fees and Expenses 5
Article 3 Representations and Warranties of the Bank 6
Article 4 Representations and Warranties of the Fund 7
Article 5 Data Access and Proprietary Information 8
Article 6 Indemnification 10
Article 7 Standard of Care 13
Article 8 Covenants of the Fund and the Bank 13
Article 9 Termination of Agreement 16
Article 10 Additional Funds 16
Article 11 Assignment 16
Article 12 Amendment 17
Article 13 Massachusetts Law to Apply 17
Article 14 Merger of Agreement 17
Article 15 Limitations of Liability of the Trustees
and the Shareholders 18
Article 16 Counterparts 18
TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the 4th day of January, 1993, by and between THE
XXXXXXXX FUNDS, a Massachusetts business trust, having its principal office and
place of business at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Fund"),
and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company having
its principal office and place of business at 000 Xxxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000 (the "Bank").
WHEREAS, the Fund is authorized to issue shares in separate series,
with each such series representing interests in a separate portfolio of
securities and other assets; and
WHEREAS, between December 1, 1992 and July 15, 1993, the Fund has
established and has offered and continues to offer shares in nine series, The
Xxxxxxxx Money Market Fund, The Xxxxxxxx Tax Exempt Money Market Fund, The
Xxxxxxxx Bond Fund, The Xxxxxxxx Tax Exempt Bond Fund, The Xxxxxxxx Equity Fund,
The Xxxxxxxx Capital Appreciation Fund, The Xxxxxxxx International Equity Fund,
The Xxxxxxxx Treasury Money Market Fund, and The Xxxxxxxx Short Term Bond Fund
(each such series, together with all other series subsequently established by
the Fund and made subject to this Agreement in accordance with Article 10, being
herein referred to as a "Portfolio", and collectively as the "Portfolios");
WHEREAS, the Fund on behalf of the Portfolios desires to appoint the
Bank as its transfer agent, dividend disbursing agent, custodian of certain
retirement plans and agent in connection with certain other activities, and the
Bank 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 the Bank
1.01 Subject to the terms and conditions set forth in this
Agreement, the Fund, on behalf of the Portfolios, hereby employs and appoints
the Bank to act as, and the Bank agrees to act as its transfer agent for the
authorized and issued shares of beneficial interest of the Fund representing
interests in each of the respective Portfolios ("Shares"), dividend disbursing
agent, custodian of certain retirement plans and agent in connection with any
accumulation, open-account or similar plans provided to the shareholders of each
of the respective Portfolios of the Fund ("Shareholders") and set out in the
currently effective prospectus and statement of additional information
("prospectus") of the Fund on behalf of the applicable Portfolio, including
without limitation any periodic investment plan or periodic withdrawal program.
1.02 The Bank agrees that it will perform the following
services:
(a) In accordance with procedures established from time to
time by agreement between the Fund on behalf of each of the Portfolios, as
applicable and the Bank, the Bank shall:
(i) Receive orders for the purchase of
Shares, and promptly deliver payment and appropriate
documentation thereof to the Custodian of the Fund
authorized pursuant to the Declaration of Trust of
the Fund (the "Custodian");
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(ii) Pursuant to purchase orders, issue the
appropriate number of Shares and hold such Shares in
the appropriate Shareholder account;
(iii) Receive redemption requests and
redemption directions and deliver the
appropriate documentation thereof 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 on
behalf of the applicable Portfolio;
(vii) Report abandoned property to the
various states as authorized by the Fund per policies
and principles agreed upon by the Fund and the Bank.
(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 SEC Rule 17Ad-10(e) a
record of the total number of Shares which are
authorized, based upon data provided to it by the
Fund, and issued and outstanding. The Bank shall
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also provide the Fund on a regular basis with the
total number of Shares which are authorized and
issued and outstanding and shall have no obligation,
when recording the issuance of Shares, to monitor the
issuance of such Shares or to take cognizance of any
laws relating to the issue or sale of such Shares,
which functions shall be the sole responsibility of
the Fund.
(b) In addition to and neither in lieu nor in contravention of
the services set forth in the above paragraph (a), the Bank shall: (i) perform
the customary services of a transfer agent, dividend disbursing agent, custodian
of certain retirement plans and, as relevant, agent in connection with
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, mailing Shareholder reports and prospectuses to current
Shareholders, withholding taxes on U.S. resident and non-resident alien
accounts, preparing and filing U.S. Treasury Department Forms 1099 and other
appropriate forms required with respect to dividends and distributions by
federal 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
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and (ii) provide a system which will enable the Fund to monitor the total number
of Shares sold in each State.
(c) In addition, the Fund shall (i) identify to the Bank 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 the Bank for the Fund's blue sky
State registration status is solely limited to providing the system referred to
above, the initial establishment of transactions subject to blue sky compliance
by the Fund and the reporting of such transactions to the Fund as provided
above.
(d) Procedures as to who shall provide certain of these
services in Article 1 may be established from time to time by agreement between
the Fund on behalf of each Portfolio and the Bank per the attached service
responsibility schedule. The Bank may at times perform only a portion of these
services and the Fund or its agent may perform these services on the Fund's
behalf.
Article 2 Fees and Expenses
2.01 For performance by the Bank pursuant to this Agreement,
the Fund agrees on behalf of each of the Portfolios to pay the Bank an annual
maintenance fee for each Shareholder account as set out in the initial fee
schedule attached hereto. Such fees and out-of-pocket expenses and advances
identified under Section 2.02 below may be changed from time to time subject to
mutual written agreement between the Fund and the Bank.
-5-
2.02 In addition to the fee paid under Section 2.01 above, the
Fund agrees on behalf of each of the Portfolios to reimburse the Bank for
out-of-pocket expenses, including but not limited to confirmation production,
postage, forms, telephone, microfilm, microfiche, tabulating proxies, records
storage or advances incurred by the Bank for the items set out in the fee
schedule attached hereto. In addition, any other expenses incurred by the Bank
at the request or with the consent of the Fund, will be reimbursed by the Fund
on behalf of the applicable Portfolio.
2.03 The Fund agrees on behalf of each of the Portfolios to
pay all fees and reimbursable expenses promptly following the receipt of the
respective billing notice. Procedures applicable to advance payment by the Fund
to the Bank of postage for mailing dividends, proxies, Fund reports and other
mailings to Shareholder accounts may be established from time to time by
agreement between the Fund and the Bank.
Article 3 Representations and Warranties of the Bank
The Bank represents and warrants to the Fund that:
3.01 It is a trust company duly organized and existing and in
good standing under the laws of the Commonwealth of Massachusetts.
3.02 It is duly qualified to carry on its business in the
Commonwealth of Massachusetts.
3.03 It is empowered under applicable laws and by its
Charter and By-Laws to enter into and perform this Agreement.
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3.04 All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement.
3.05 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 the Bank that:
4.01 It is a business trust duly organized and existing and in good
standing under the laws of the Commonwealth of Massachusetts.
4.02 It is empowered under applicable laws and by its Declaration of
Trust and By-Laws to enter into and perform this Agreement.
4.03 All corporate proceedings required by said Declaration of Trust
and By-Laws have been taken to authorize it to enter into and perform this
Agreement.
4.04 It is an open-end management investment company registered under
the Investment Company Act of 1940, as amended.
4.05 A registration statement under the Securities Act of 1933, as
amended on behalf of each of the Portfolios is currently effective and will
remain effective, and appropriate state securities law filings have been made
and the Fund will use its best efforts to continue to make such filings with
respect to all Shares of the Fund being offered for sale.
-7-
Article 5 Data Access and Proprietary Information
5.01 The Fund acknowledges that the data bases, computer
programs, screen format, report formats, interactive design techniques, and
documentation manuals (collectively, "Proprietary Information") furnished to the
Fund by the Bank as part of the Fund's ability to access certain Fund-related
data ("Customer Data") maintained by the Bank on data bases under the control
and ownership of the Bank or other third party ("Data Access Services")
constitute copyrighted, trade secret, or other proprietary information of
substantial value to the Bank or other third party. In no event shall
Proprietary Information be deemed Customer Data. The Fund agrees to treat all
Proprietary Information as proprietary to the Bank and further agrees that it
shall not divulge any Proprietary Information to any person or organization
except as may be provided hereunder. Without limiting the foregoing, the Fund
agrees for itself and its employees and agents:
(a) to access Customer Data solely from
locations as may be designated in writing by the Bank
and solely in accordance with the Bank's applicable
user documentation;
(b) to refrain from copying or duplicating
in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized
access to any portion of the Proprietary Information,
and if such access is inadvertently obtained, to
inform in a timely manner of such fact and
-8-
dispose of such information in accordance with the
Bank's instructions;
(d) to refrain from causing or allowing
third-party data required hereunder from being
retransmitted to any other computer facility or other
location, except with the prior written consent of
the Bank;
(e) that the Fund shall have access only to
those authorized transactions agreed upon by the
parties;
(f) to honor all reasonable written
requests made by the Bank to protect at the Bank's
expense the rights of the Bank in Proprietary
Information at common law, under federal copyright
law and under other federal or state law.
Each party shall take reasonable efforts to advise its
employees of their obligations pursuant to this Article 5. The obligations of
this Article shall survive any earlier termination of this Agreement.
5.02 If the Fund notifies the Bank that any of the Data Access
Services do not operate in material compliance with the most recently issued
user documentation for such services, the Bank shall use its best efforts to
promptly correct such failure. Organizations from which the Bank may obtain
certain data included in the Data Access Services are solely responsible for the
contents of such data and the Fund agrees to make no claim against the Bank
arising out of the contents of such third-party data, including, but not limited
to, the accuracy
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thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE
SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS
AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE
EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund include the
ability to originate electronic instructions to the Bank in order to (i) effect
the transfer or movement of cash of Shares or (ii) transmit Shareholder
information or other information (such transactions are known as "Customer
Originated Electronic Financial Instructions" or "COEFI"), then in such event
the Bank shall be entitled to rely on the validity and authenticity of such
instruction without undertaking any further inquiry as long as such instruction
is undertaken in conformity with security procedures established by the Bank
from time to time.
Article 6 Indemnification
6.01 The Bank shall not be responsible for, and the Fund shall
on behalf of the applicable Portfolio indemnify and hold the Bank harmless from
and against, any and all losses, damages, costs, charges, reasonable counsel
fees, payments, expenses and liability arising out of or attributable to any
claim, demand, action or suit in connection with:
(a) All actions of the Bank or its agent 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.
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(b) The Fund's lack of good faith, negligence or willful
misconduct which arise out of the breach of any representation or warranty of
the Fund hereunder.
(c) The reliance on or use by the Bank or its agents or
subcontractors of information, records, documents or services which (i) are
received by the Bank or its agents or subcontractors, and (ii) have been
prepared, maintained or performed by the Fund or any other person or firm on
behalf of the Fund.
(d) The reliance on, or the carrying out by the Bank or
its agents or subcontractors of any instructions or requests of the Fund on
behalf of the applicable Portfolio.
(e) The offer or sale of Shares in violation of any
requirement under the federal securities laws or regulations or the securities
laws or regulations of any state that such Shares be registered in such state or
in violation of any stop order or other determination or ruling by any federal
agency or any state with respect to the offer or sale of such Shares in such
state unless any such violation results from failure of the system provided by
the Bank to Section 1.02 (b) to operate properly.
6.02 The Bank shall indemnify and hold the Fund harmless from
and against any and all losses, damages, costs, charges, reasonable counsel
fees, payments, expenses and liability arising out of or attributable to any
action or failure or omission to act by the Bank as a result of the Bank's lack
of good faith, negligence or willful misconduct.
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6.03 At any time the Bank may apply to any officer of the Fund
for instructions, and may consult with legal counsel with respect to any matter
arising in connection with the services to be performed by the Bank under this
Agreement, and the Bank and its agents or subcontractors shall not be liable and
shall be indemnified by the Fund on behalf of the applicable Portfolio for any
action taken or omitted by it in reliance upon such instructions or upon the
opinion of such counsel. The Bank, 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 the Bank 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. The Bank, 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 signatures of the officers of the Fund, and the proper
countersignature of any former transfer agent or former registrar, or of a
co-transfer agent or co-registrar.
6.04 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
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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, provided that the Bank shall
use its best efforts to minimize the likelihood of all damage, loss of data,
delays and errors resulting from uncontrollable events, and if such damage, loss
of data, delays or errors occur, the Bank shall use its best efforts to mitigate
the effects of such occurrence.
6.05 Neither party to this Agreement shall be liable to the
other party for consequential damages under any provision of this Agreement or
for any consequential damages arising out of any act or failure to act
hereunder.
6.06 In order that the indemnification provisions contained in
this Article 6 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 7 Standard of Care
7.01 The Bank shall at all times act in good faith and agrees
to use its best efforts within reasonable limits to
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insure the accuracy of all services performed under this Agreement, but
assumes no responsibility and shall not be liable for loss or damage due to
errors unless said errors are caused by its negligence, bad faith, or willful
misconduct or that of its employees.
Article 8 Covenants of the Fund and the Bank
8.01 The Fund shall on behalf of each of the Portfolios
promptly furnish to the Bank the following:
(a) A certified copy of the resolution of the Trustees of the
Fund authorizing the appointment of the Bank and the execution and delivery of
this Agreement.
(b) A copy of the Declaration of Trust and By-Laws of the
Fund and all amendments thereto.
8.02 The Bank hereby agrees to establish and maintain
facilities and procedures reasonably acceptable to the Fund for safekeeping of
stock 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. The forms and documents used for the Fund or
its Shareholders shall be acceptable to the Fund.
8.03 The Bank shall keep records relating to the services to
be performed hereunder, in the form and manner as it may deem advisable and as
may be reasonably acceptable to the Fund. To the extent required by Section 31
of the Investment Company Act of 1940, as amended, and the Rules thereunder, the
Bank agrees that all such records prepared or maintained by the Bank relating to
the services to be performed by the Bank
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hereunder are the property of the Fund and will be preserved, maintained
and made available in accordance with such Section and Rules, and will be
surrendered promptly to the Fund on and in accordance with its request.
8.04 The Bank 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. Notice shall be given to the
other party a reasonable time in advance of any such disclosure. In addition, in
the case of any request or demand for the inspection of the Shareholder records
of the Fund, the Bank will notify the Fund promptly of receipt of such request
or demand and request instructions from an authorized officer of the Fund as to
such inspection. The Fund will within two business days furnish instructions to
the Bank. Pending receipt of such instructions, the Bank will not disclose such
Shareholder records and upon receipt the Bank will abide by such instructions.
Notwithstanding any other provision of this Agreement, in the event that (a) the
Fund instructs the Bank not to disclose such Shareholder records and the Bank
has furnished the Fund with an opinion of counsel that the Bank may be held
liable for the failure to disclose such Shareholder records, the Fund will
indemnify the Bank for any such liability, or (b) the Bank discloses such
Shareholder records without proper instructions from the Fund, the Bank shall
indemnify and hold the Fund harmless
-15-
from and against any and all losses, damages, costs, charges, reasonable
counsel fees, payments, expenses and liability arising out of or attributable to
such disclosure. The provision of Section 6.06 shall govern such
indemnification.
Article 9 Termination of Agreement
9.01 This Agreement may be terminated by either party upon one
hundred twenty (120) days written notice to the other.
9.02 Should the Fund exercise its right to terminate, all
out-of-pocket expenses associated with the movement of records and material will
be borne by the Fund on behalf of the applicable Portfolio(s). Additionally,
the Bank reserves the right to charge for any other reasonable expenses
associated with such termination.
Article 10 Additional Funds
10.01 In the event that the Fund establishes one or more
series of Shares in addition to The Xxxxxxxx Money Market Fund, The Xxxxxxxx Tax
Exempt Money Market Fund, The Xxxxxxxx Bond Fund, The Xxxxxxxx Tax Exempt Bond
Fund, The Xxxxxxxx Equity Fund, The Xxxxxxxx Capital Appreciation Fund, The
Xxxxxxxx International Equity Fund, The Xxxxxxxx Treasury Money Market Fund, and
The Xxxxxxxx Short Term Bond Fund with respect to which it desires to have the
Bank render services as transfer agent under the terms hereof, it shall so
notify the Bank in writing, and if the Bank agrees in writing to provide such
services, such series of Shares shall become a Portfolio hereunder.
Article 11 Assignment
11.01 Except as provided in Section 11.03 below,
neither this Agreement nor any rights or obligations hereunder
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may be assigned by either party without the written consent of the other party.
11.02 This Agreement shall inure to the benefit of and be
binding upon the parties and their respective permitted successors and assigns.
11.03 The Bank may, without further consent on the part of the
Fund, subcontract for the performance hereof with (i) Boston Financial Data
Services, Inc., a Massachusetts corporation ("BFDS") which is duly registered as
a transfer agent pursuant to Section 17A(c)(1) of the Securities Exchange Act of
1934, as amended ("Section 17A(c)(1)"), (ii) a BFDS subsidiary duly registered
as a transfer agent pursuant to Section 17A(c)(1) or (iii) a BFDS affiliate;
provided, however, that the Bank shall be as fully responsible to the Fund for
the acts and omissions of any subcontractor as it is for its own acts and
omissions.
Article 12 Amendment
12.01 This Agreement may be amended or modified by a written
agreement executed by both parties and authorized or approved by a resolution
of the Trustees of the Fund.
Article 13 Massachusetts Law to Apply
13.01 This Agreement shall be construed and the provisions
thereof interpreted under and in accordance with the laws of the Commonwealth
of Massachusetts.
Article 14 Merger of Agreement
14.01 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 15 Limitations of Liability of the Trustees and Shareholders
15.01 A copy of the Declaration of Trust of the Trust 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 Trustees of the
Trust 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.
Article 16 Counterparts
16.01 This Agreement may be executed by the parties hereto on
any number of counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
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.
THE XXXXXXXX FUNDS
BY: /s/ Xxxxx X. Xxxxxx
Senior Vice President
STATE STREET BANK AND TRUST COMPANY
BY: /s/ Xxxxxx X. Xxxxx
Executive Vice President
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XXXXX XXXXXX XXXX & TRUST COMPANY
FUND SERVICE RESPONSIBILITIES*
Responsibility
Service Performed Bank Fund
1. Receives orders for the purchase of Shares. X
2. Hold Shares and hold Shares in
Shareholder accounts. X
3. Receive redemption requests. X
4. Effect transactions 1-3 above directly
with broker-dealers. N/A
5. Pay over monies to redeeming Shareholders. X
6. Effect transfers of Shares. X
7. Prepare and transmit dividends and distributions. X
8. Issue Replacement Certificates. N/A
9. Reporting of abandoned property. X
10. Maintain records of account. X
11. Maintain and keep a current and accurate
control book for each issue of securities. X
12. Mail proxies. X
13. Mail Shareholder reports. X
14. Mail prospectuses to current Shareholders. X
15. Withhold taxes on U.S. resident and
non-resident alien accounts. X
16. Prepare and file U.S. Treasury Department forms. X
17. Prepare and mail account and confirmation
statements for Shareholders. X
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Responsibility
Service Performed Bank Fund
18. Provide Shareholder account information. X
19. Blue sky reporting. X
* Such services are more fully described in Article 1.02 (a), (b) and (c)
of the Agreement.
THE XXXXXXXX FUNDS
BY: /s/ Xxxxx X. Xxxxxx
Senior Vice President
STATE STREET BANK AND TRUST COMPANY
BY: /s/ Xxxxxx X. Xxxxx
Executive Vice President
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[logo] State Street [registered trademark]
State Street Bank and Trust Company
X.X. Xxx 0000
Xxxxxx, Xxxxxxxxxxxxx 00000-0000
STATE STREET BANK & TRUST COMPANY
Fee Information for Services as
Plan, Transfer and Dividend Disbursing Agent
The Xxxxxxxx Funds
General: Fees are comprised of a base fee, an annual per
shareholder account charge for account maintenance,
plus out-of-pocket and other agreed upon expenses.
Base Fee: There is a base fee of $5,000 per month for the
Xxxxxxxx Family of Funds.
Account
Maintenance: There is a minimum charge of $1,665 per fund per
month. Account maintenance fees for each fund are
as follows:
. Money Market Funds - Per Account, Per Year $20.00
. Daily Dividend Funds - Per Account, Per Year $18.00
. Non-daily Dividend Funds - Per Account, Per Year $15.00
The following features will each be assessed additional charges
as an add-on to the annual per account rate.
. Transmissions $300.00
. Super Selects $100.00
. Tape Jobs $150.00
. Spacs $25.00
These charges will be billed to Xxxxxx Guaranty as servicing
agent for the Fund, as directed by authorized individuals.
Closed accounts - Per Account Per Month $0.10
Disaster Recovery/Emergency Backup - Per Account
Serviced, Per Year $0.25
The Xxxxxxxx Funds State Street Bank and Trust Co.
By: /s/ Xxxxxx X. Xxxx By: /s/ Indistinguishable
Title: Secretary Title: Vice President
Date: May 9, 1996 Date: May 9, 1996
The Xxxxxxxx Funds
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
(000) 000-0000
September 27, 0000
Xxxxx Xxxxxx Xxxx and Trust Company
0000 Xxxxxxxx Xxxxx
Xxxxx Xxxxxx, XX 00000
Ladies and Gentlemen:
Re: Custodian Contract and Transfer Agency and Service Agreement
This is to advise you that the Board of Trustees of The Xxxxxxxx Funds (the
"Fund") has established and organized four new series of shares of beneficial
interest: The Xxxxxxxx U.S. Stock Fund, The Xxxxxxxx Diversified Fund, The
Xxxxxxxx International Bond Fund and The Xxxxxxxx Emerging Markets Equity Fund
(collectively the "Portfolios"). In accordance with the additional funds
provisions in Article 16 of the Custodian Contract dated December 29, 1992 and
in Section 10.01 of the Transfer Agency and Service Agreement dated January 4,
1993 between the Fund and State Street Bank and Trust Company ("State Street"),
the Fund hereby requests that State Street act as Custodian and Transfer Agent
for the Portfolios under the terms of the respective contracts.
Please indicate your acceptance of the foregoing by executing the eight
originals of this letter agreement, returning four to the Fund and retaining
four agreements for your records.
Very truly yours,
By /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Senior Vice President
Agreed to this 27th day of September, 0000
XXXXX XXXXXX BANK AND TRUST COMPANY
By /s/ Xxxxxx X. Xxxxx
Executive Vice President
JPM259
The Xxxxxxxx Funds
0 Xx. Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
(000) 000-0000
March 10, 0000
Xxxxx Xxxxxx Xxxx and Trust Company
0000 Xxxxxxxx Xxxxx
Xxxxx Xxxxxx, XX 00000
Ladies and Gentlemen:
Re: Custodian Contract and Transfer Agency and Service Agreement
This is to advise you that the Board of Trustees of The Xxxxxxxx Funds (the
"Fund") has established and organized a new series of shares of beneficial
interest, The Xxxxxxxx New York Total Return Bond Fund (the "Portfolio"). In
accordance with the additional funds provisions in Article 16 of the Custodian
Contract dated December 29, 1992, as amended, and in Section 10.01 of the
Transfer Agency and Service Agreement dated January 4, 1993, as amended, between
the Fund and State Street Bank and Trust Company ("State Street"), the Fund
hereby requests that State Street act as Custodian and Transfer Agent for the
Portfolio under the terms of the respective contracts.
Please indicate your acceptance of the foregoing by executing the eight
originals of this letter agreement, returning four to the Fund and retaining
four agreements for your records.
Very truly yours,
By /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Secretary and Treasurer
Agreed to this 10th day of March, 0000
XXXXX XXXXXX BANK AND TRUST COMPANY
By /s/ Xxxxxx X. Xxxxx
Executive Vice President
JPM259
The Xxxxxxxx Funds
0 Xx. Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
(000) 000-0000
April 30, 0000
Xxxxx Xxxxxx Xxxx and Trust Company
0000 Xxxxxxxx Xxxxx
Xxxxx Xxxxxx, XX 00000
Ladies and Gentlemen:
Re: Custodian Contract and Transfer Agency and Service Agreement
This is to advise you that the Board of Trustees of The Xxxxxxxx Funds (the
"Fund") has established and organized three new series of shares of beneficial
interest (The Xxxxxxxx European Equity Fund, The Xxxxxxxx Japan Equity Fund and
The Xxxxxxxx Asia Growth Fund) (the "Portfolios"). In accordance with the
additional funds provisions in Article 16 of the Custodian Contract dated
December 29, 1992, as amended, and in Section 10.01 of the Transfer Agency and
Service Agreement dated January 4, 1993, as amended, between the Fund and State
Street Bank and Trust Company ("State Street"), the Fund hereby requests that
State Street act as Custodian and Transfer Agent for the Portfolios under the
terms of the respective contracts.
Please indicate your acceptance of the foregoing by executing the eight
originals of this letter agreement, returning four to the Fund and retaining
four agreements for your records.
Very truly yours,
By /s/ Xxxxxx X. Xxxx
Xxxxxx X. Xxxx
Secretary
Agreed to as of the 1st day of May, 0000
XXXXX XXXXXX BANK AND TRUST COMPANY
By /s/ Xxxxxx X. Xxxxx
Executive Vice President
JPM259
The JPM Xxxxxxxx Funds
00 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxxxxxxx 00000
(000) 000-0000
December 18, 0000
Xxxxx Xxxxxx Xxxx and Trust Company
0000 Xxxxxxxx Xxxxx
Xxxxx Xxxxxx, XX 00000
Ladies and Gentlemen:
Re: Custodian Contract and Transfer Agency and Service Agreement
This is to advise you that the Board of Trustees of The JPM Xxxxxxxx Funds (the
"Fund") has established and organized a new series of shares of beneficial
interest, The JPM Xxxxxxxx International Opportunities (the "Portfolio"). In
accordance with the additional funds provisions in Article 16 of the Custodian
Contract dated December 29, 1992, as amended, and in Section 10.01 of the
Transfer Agency and Service Agreement dated January 4, 1993, as amended, between
the Fund and State Street Bank and Trust Company ("State Street"), the Fund
hereby requests that State Street act as Custodian and Transfer Agent for the
Portfolio under the terms of the respective contracts.
Please indicate your acceptance of the foregoing by executing the eight
originals of this letter agreement, returning four to the Fund and retaining
four agreements for your records.
Very truly yours,
By /s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
President and Treasurer
Agreed to as of the 18th day of December, 0000
XXXXX XXXXXX BANK AND TRUST COMPANY
By
Executive Vice President
JPM259
