AMENDED AND RESTATED
TRANSFER AGENCY AND SERVICE AGREEMENT
with
XXXXXX XXXXXXX XXXX XXXXXX TRUST FSB
[closed-end funds]
TABLE OF CONTENTS
Page
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Article 1 Terms of Appointment. . . . . . . . . . . . . . . . . . . .1
Article 2 Fees and Expenses . . . . . . . . . . . . . . . . . . . . .4
Article 3 Representations and Warranties of MSDW TRUST. . . . . . . .5
Article 4 Representations and Warranties of the Fund. . . . . . . . .5
Article 5 Duty of Care and Indemnification. . . . . . . . . . . . . .6
Article 6 Documents and Covenants of the Fund and MSDW TRUST. . . . .9
Article 7 Duration and Termination of Agreement . . . . . . . . . . 12
Article 8 Assignment. . . . . . . . . . . . . . . . . . . . . . . . 13
Article 9 Affiliations. . . . . . . . . . . . . . . . . . . . . . . 13
Article 10 Amendment . . . . . . . . . . . . . . . . . . . . . . . . 14
Article 11 Applicable Law. . . . . . . . . . . . . . . . . . . . . . 14
Article 12 Miscellaneous . . . . . . . . . . . . . . . . . . . . . . 14
Article 13 Merger of Agreement . . . . . . . . . . . . . . . . . . . 16
Article 14 Personal Liability. . . . . . . . . . . . . . . . . . . . 16
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AMENDEND AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT
AMENDED AND RESTATED AGREEMENT made as of the 22nd day of June, 1998
by and between each of the 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 Two World Trade
Center, New York, New York, 10048, and XXXXXX XXXXXXX XXXX XXXXXX TRUST FSB
("MSDW TRUST"), a federally chartered savings bank, having its principal office
and place of business at Harborside Financial Center, Plaza Two, Jersey City,
New Jersey 07311.
WHEREAS, the Fund desires to appoint MSDW TRUST as its transfer agent,
dividend disbursing agent, shareholder servicing agent, registrar and agent in
connection with the Fund's Dividend Reinvestment Plan and MSDW 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 MSDW TRUST
1.1 Subject to the terms and conditions set forth in this
Agreement, the Fund hereby employs and appoints MSDW TRUST to act as, and MSDW
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 MSDW 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 MSDW 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. MSDW
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
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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, MSDW 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, MSDW 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), MSDW 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) MSDW TRUST shall provide such additional services and
functions not specifically described herein as may be mutually agreed between
MSDW TRUST and the
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Fund. Procedures applicable to such services may be established from time to
time by agreement between the Fund and MSDW TRUST.
Article 2 FEES AND EXPENSES
2.1 For performance by MSDW TRUST pursuant to this Agreement,
each Fund agrees to pay MSDW 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 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 MSDW TRUST.
2.2 In addition to the fees paid under Section 2.1 above, the
Fund agrees to reimburse MSDW TRUST for out-of-pocket expenses or advances
incurred by MSDW TRUST in connection with the services rendered by MSDW TRUST
hereunder. In addition, any other expenses incurred by MSDW 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 MSDW TRUST by
the Fund upon request prior to the mailing date of such materials.
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Article 3 REPRESENTATIONS AND WARRANTIES OF MSDW TRUST
MSDW 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 1934 Act.
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 MSDW TRUST that:
4.1 It is a corporation duly organized and existing and in good
standing
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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 MSDW TRUST shall not be responsible for, and the Fund shall
indemnify and hold MSDW 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 MSDW 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
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or which arise out of breach of any representation or warranty of the Fund
hereunder.
(c) The reliance on or use by MSDW TRUST or its agents or
subcontractors of information, records and documents which (i) are received by
MSDW 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.
(d) The reliance on, or the carrying out by MSDW 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 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 MSDW 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 MSDW TRUST as a result of the lack of good faith,
negligence or willful misconduct of MSDW TRUST, its officers, employees or
agents.
5.3 At any time MSDW 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
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connection with the services to be performed by MSDW TRUST under this Agreement,
and MSDW 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. MSDW 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 MSDW 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. MSDW 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.
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5.5 Neither party to this Agreement shall be liable to the
other party for consequential damages under any provision of this Agreement or
for any act or failure to act hereunder.
5.6 In order that the indemnification provisions contained in
this Article 5 shall apply, upon the assertion of a claim for which either party
may be required to indemnify the other, the party seeking indemnification shall
promptly notify the other party of such assertion, and shall keep the other
party advised with respect to all developments concerning such claim. The party
who may be required to indemnify shall have the option to participate with the
party seeking indemnification in the defense of such claim. The party seeking
indemnification shall in no case confess any claim or make any compromise in any
case in which the other party may be required to indemnify it except with the
other party's prior written consent.
Article 6 DOCUMENTS AND COVENANTS OF THE FUND AND MSDW TRUST
6.1 The Fund shall promptly furnish to MSDW 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 MSDW TRUST and the
execution and delivery of this Agreement;
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(ii) A certified copy of the Articles of Incorporation and
By-Laws of the Fund and all amendments thereto;
(iii) Certified copies of each vote of the Board of Directors
designating persons authorized to give instructions on behalf of the Fund and
signature cards bearing the signature of any officer of the Fund or any other
person authorized to sign written instructions on behalf of the Fund.
(iv) A specimen of the certificate for Shares of the Fund in
the form approved by the Board of Directors, with a certificate of the Secretary
of the Fund as to such approval;
(b) If a business trust:
(i) a certified copy of the resolution of the Board of
Trustees of the Fund authorizing the appointment of MSDW 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;
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(iv) A specimen of the certificate for Shares of the Fund in
the form approved by the Board of Trustees, with a certificate of the Secretary
of the Fund as to such approval;
(c) The 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 MSDW
TRUST deems to be appropriate or necessary for the proper performance of its
duties.
6.2 MSDW 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 MSDW 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, MSDW TRUST agrees that all such records
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prepared or maintained by MSDW TRUST relating to the services to be performed by
MSDW 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 MSDW 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
MSDW TRUST and the Fund.
6.5 In case of any request or demands for the inspection of the
Shareholder records of the Fund, MSDW TRUST will endeavor to notify the Fund and
to secure instructions from an authorized officer of the Fund as to such
inspection. MSDW 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 shall remain in full force and effect until
August 1, 2000 and from year-to-year thereafter unless terminated by either
party as provided in Section 7.2 hereof.
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7.2 This Agreement may be terminated by the Fund on 60 days
written notice and by MSDW 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, MSDW 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 MSDW 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 MSDW TRUST;
PROVIDED, HOWEVER, that such person or entity has and maintains the
qualifications, if any, required to perform such obligations and duties and that
MSDW TRUST shall be as fully responsible to the Fund for the acts and omissions
of any agent or
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subcontractor as it is for its own acts or omissions under this Agreement.
Article 9 AFFILIATIONS
9.1 MSDW 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 Xxxx Xxxxxx & Co. or
any of its direct or indirect subsidiaries or affiliates.
9.2 It is understood and agreed that the Directors or
Trustees (as the case may be), officers, employees, agents and shareholders of
the Fund, and the directors, officers, employees, agents and shareholders of the
Fund's investment adviser and/or distributor, are or may be interested in MSDW
TRUST as directors, officers, employees, agents and shareholders or otherwise,
and that the directors, officers, employees, agents and shareholders of MSDW
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.
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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 Xxxx Xxxxxx Advisors Inc.
("Additional Funds") desires to retain MSDW TRUST to act as transfer agent,
dividend disbursing agent and/or shareholder servicing agent, and MSDW 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 MSDW
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 MSDW 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 MSDW TRUST and the
Fund issued by a surety company satisfactory to MSDW TRUST, except that MSDW
TRUST may accept an affidavit of loss and indemnity agreement executed by the
registered holder (or legal representative) without surety in such form as MSDW
TRUST deems appropriate indemnifying MSDW 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
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be given in writing to the Fund or to MSDW 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]
Two World Trade Center
New York, New York 10048
Attention: General Counsel
To MSDW TRUST:
Xxxxxx Xxxxxxx Xxxx Xxxxxx Trust FSB
Harborside Financial Center, Plaza Two
Jersey City, New Jersey 07311
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
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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 Agreement to be executed
in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
1. High Income Advantage Trust
2. High Income Advantage Trust II
3. High Income Advantage Trust III
4. Xxxxxx Xxxxxxx Xxxx Xxxxxx Prime Income Trust
5. InterCapital Income Securities Inc.
6. Xxxx Xxxxxx Government Income Trust
7. InterCapital Insured Municipal Bond Trust
8. InterCapital Insured Municipal Trust
9. InterCapital Insured Municipal Income Trust
10. InterCapital Insured Municipal Securities
11. InterCapital California Insured Municipal Income Trust
12. InterCapital Insured California Municipal Securities
13. InterCapital Quality Municipal Investment Trust
14. InterCapital Quality Municipal Income Trust
15. InterCapital Quality Municipal Securities
16. InterCapital California Quality Municipal Securities
17. InterCapital New York Quality Municipal Securities
18. Municipal Income Trust
19. Municipal Income Trust II
20. Municipal Income Trust III
21. Municipal Income Opportunities Trust
22. Municipal Income Opportunities Trust II
23. Municipal Income Opportunities Trust III
24. Municipal Premium Income Trust
25. TCW/DW Term Trust 2000
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26. TCW/DW Term Trust 2002
27. TCW/DW Term Trust 2003
By:
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Xxxxx Xxxx
Vice President, Secretary and
General Counsel
ATTEST:
------------------------
Assistant Secretary
XXXXXX XXXXXXX XXXX XXXXXX TRUST FSB
By:
-------------------------
Xxxx Xxx Xxxxxxxx
President
ATTEST:
------------------------
Executive Vice President
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EXHIBIT A
Xxxxxx Xxxxxxx Xxxx Xxxxxx Trust FSB
Harborside Financial Center, Plaza Two
Jersey City, NJ 07311
Gentlemen:
The undersigned, (NAME OF INVESTMENT COMPANY), a (Maryland
corporation/Massachusetts business trust) (the "Fund"), desires to employ and
appoint Xxxxxx Xxxxxxx Xxxx Xxxxxx Trust FSB ("MSDW 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 MSDW TRUST of fees as set out in the fee schedule attached hereto as
Schedule A, MSDW 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 MSDW 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,
(Name of Fund)
By:
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ACCEPTED AND AGREED TO:
XXXXXX XXXXXXX XXXX XXXXXX TRUST FSB
By:
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Its:
-----------------------
Date:
----------------------
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SCHEDULE A
Fund: Xxxxxx Xxxxxxx Xxxx Xxxxxx Prime Income Trust
Fees: (1) Annual maintenance fee of $10.00 per shareholder account, payable
monthly.
(2) A fee equal to 1/12 of the fee set forth in (1) above, for
providing Forms 1099 for accounts closed during the year, payable
following the end of the calendar year.
(3) Out-of-pocket expenses in accordance with Section 2.2 of the
Agreement.
(4) Fees for additional services not set forth in this Agreement
shall be as negotiated between the parties.
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