AMENDMENT TO JOHN HANCOCK CLOSED-END FUNDS SERVICE AGREEMENT FOR TRANSFER AGENT SERVICES June 30, 2014
EXHIBIT (2)(k)(3)(h)
AMENDMENT TO
XXXX XXXXXXX CLOSED-END FUNDS
SERVICE AGREEMENT
FOR
TRANSFER AGENT SERVICES
June 30, 2014
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THIS AMENDMENT (this “Amendment”) dated June 30, 2014 to the Service Agreement for Transfer Agent Services (the “ Agreement”) dated June 1, 2002, as amended by and between Computershare Inc., successor-in-interest to Computershare Shareowner Services LLC, a New Jersey limited liability company (“ Agent”), and Xxxx Xxxxxxx Financial Opportunities Xxxx, Xxxx Xxxxxxx Hedged Equity & Income Xxxx, Xxxx Xxxxxxx Income Securities Trust, Xxxx Xxxxxxx Investors Trust, Xxxx Xxxxxxx Preferred Income Xxxx, Xxxx Xxxxxxx Preferred Income Fund II, Xxxx Xxxxxxx Preferred Income Fund XXX, Xxxx Xxxxxxx Premium Dividend Xxxx, Xxxx Xxxxxxx Tax- Advantaged Dividend Income Fund and Xxxx Xxxxxxx Tax-Advantaged Global Shareholder Yield Fund, each a Massachusetts Business Trust (collectively, the “Clients”).
WHEREAS, Agent and the Clients desire to amend the Agreement as provided in this amendment.
NOW THEREFORE, in consideration of the mutual conditions and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
| 1. | Amendment to Agreement |
| (a) | Section 2 (a) of the Agreement is hereby amended and restated in its entirety to read as follows: |
| (a) | Effective June 30, 2014, this Agreement shall continue through June 30. 2016, provided however, the Clients may terminate this Agreement at any time and without penalty on sixty (60) days written notice to Agent. |
| (b) | Exhibit D for each Client, as amended, is hereby deleted in its entirety and replaced with the attached revised Exhibit D. |
| 2. | Term of the Amendment. This amendment shall become effective upon due execution and delivery by the parties hereto, and shall remain in effect for so long as the Agreement shall remain in effect. |
| 3. | Ratification. Except as expressly set forth herein, the Agreement is not modified hereby and shall remain in full force and effect in accordance with the respective provisions thereof and is in all respects ratified and affirmed. |
| 4. | Partial Invalidity. If any provision of this Amendment is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Amendment as a whole, but this Amendment shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable law. |
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| 5. | Counterparts. This Amendment may be executed in two or more counterparts, each of which, when executed and delivered, shall be deemed an original for all purposes, but all of which together shall constitute one and the same instrument. |
IN WITNESS WHEREOF, the parties hereto have caused these presents to be duly executed as of the day and year first above written.
| Computershare Inc. | ||
| By: | ||
| Name: | Xxx XxXxxx | |
| Title: | President | |
Xxxx Xxxxxxx Financial Opportunities Fund
Xxxx Xxxxxxx Hedged Equity & Income Fund
Xxxx Xxxxxxx Income Securities Trust
Xxxx Xxxxxxx Investors Trust
Xxxx Xxxxxxx Preferred Income Fund
Xxxx Xxxxxxx Preferred Income Fund II
Xxxx Xxxxxxx Preferred Income Fund III
Xxxx Xxxxxxx Premium Dividend Fund
Xxxx Xxxxxxx Tax-Advantaged Dividend Income Fund
Xxxx Xxxxxxx Tax-Advantaged Global Shareholder Yield Fund
| By: | ||
| Name: | Xxxxxxxxx Xxxxxxxxx | |
| Title: | Treasurer of the Funds listed Above |
| 3 |
Exhibit D
STOCK TRANSFER FEE SCHEDULE
Effective June 30, 2014
Fees are not subject to increase during the term set forth in Section 2(a) of the Agreement.
| Term Set Forth in Section 2(a) of the Agreement: | 2 Years1 |
| Fee Not Subject to Increase | 2 Years |
Administration & Account Maintenance
Computershare will assign a Client Service Manager to consult with Client on all facets of stock transfer administration, including, but not limited to, securities regulations, transfer requirements, structuring of annual meetings, cash and stock dividends, etc.
Included in the Monthly fee below are: Monthly OFAC Reporting and all Annual Meeting Administrative costs, including:
| • | Notice and Access |
| • | Search and Distribution- the preparation and mailing of the notice and inquiry required by Rule 14a-13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the mailing or delivery of proxy solicitation materials |
| • | Balancing and reconciling the OTC position. |
| • | Provide tabulation reports |
| • | Provide direct link to Broadridge to system for voting |
| • | Vote monitoring to ensure that no phone calls are required to obtain vote |
| Fund Name | Administration & Account Maintenance (per month) 2014-2016 |
| Xxxx Xxxxxxx Bank & Thrift (“BTO”) | $2,382.00. |
| Xxxx Xxxxxxx Hedged Equity & Income Fund | $1,579.00 |
| Xxxx Xxxxxxx Income Securities Trust (“Income Securities”) | $5,380.00 |
| Xxxx Xxxxxxx Investors Trust (“Investors Trust”) | $4,227.00 |
| Xxxx Xxxxxxx Preferred Income Fund (“Preferred Income”) | $2,075.00 |
| Xxxx Xxxxxxx Preferred Income Fund II (“Preferred Income II”) | $2,075.00 |
| Xxxx Xxxxxxx Preferred Income Fund III (“Preferred Income III”) | $2,075.00 |
| Xxxx Xxxxxxx Premium Dividend Fund (“Patriot Prem Div”) | $9,174.00 |
| Xxxx Xxxxxxx Tax-Advantaged Dividend Income Fund (“Tax-Adv. Div Income”) | $1,921.00 |
| Xxxx Xxxxxxx Tax-Advantaged Global Shareholder Yield Fund (“Tax-Adv. Global S/H Yield”) | $1,085.00 |
| 1 | Subject to Section 2(a) of the Agreement |
The Administration and Account Maintenance fees cover all of the services and are subject to the allowances listed below.
--------------- AII allowances are on a per fund basis ---------------
| Allowances per Fund | |||||||||||
| Fee | BTO (a) | Hedged Equity & Income Fund | Income Securities | Investors Trust | Premium Div Fund (b) | Preferred Income | Preferred Income II | Preferred Income III | Tax-Adv. Div Income | Tax-Adv. Global S/H Yield (c) | |
| No. of Active Accounts Maintained | $2.50/ Year | 1,800 | 1,000 | 5,300 | 4,700 | 4,600 | 500 | 500 | 500 | 500 | 1,000 |
| No. of Inactive Accounts | 40%
of Active A/C Fee |
500 | 250 | 2,500 | 2,500 | 3,650 | 250 | 250 | 250 | 250 | 250 |
| No. of Dividend Reinvestment Accounts Maintained | 44.00 | 1,400 | 100 | 1,500 | 1,050 | 2,300 | 100 | 100 | 100 | 100 | 100 |
| No. of Legal Review Items Processed | $50.00 | 100 | 25 | 100 | 100 | 100 | 25 | 25 | 25 | 25 | 25 |
| No. of Certificates Issued & Book Entry Credits | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | |
| No. of Certificates Cancelled & Book Entry Debits | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | |
| No. of Additional Mailings per Year (including one enclosure) | See Below | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 |
| No. of Reports, Analyses, Lists, or Labels | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | |
| No. of Inspectors of Election | $1,500.00 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 |
| No. of Respondent Bank Omnibus Proxies | $150.00 | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited |
| No. of S/H Telephone Call Handled by IVR System (d) | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | |
| No. of S/H Telephone Calls Transferred from IVR to CSR (d) | $5.25 | 500 | Unlimited | 2,075 | 1,700 | 2,600 | 310 | 310 | 310 | 310 | Unlimited |
| (a) | IVR = Interactive Voice Response; CSR = Customer Service Representative |
| (b) | ISD transactions are defined as any shareholder transaction initiated through ISD, including but not limited to share sales or purchases, duplicate statement or tax form requests, address or pin changes, account changes or updates and certificate requests. |
--------------- AII allowances are on a per fund basis ---------------
Stock Transfer
Fee Schedule - Page 2
| Fee | BTO | Hedged Equity & Income Fund | Income Securities | Investors Trust | Premium Div Fund | Preferred Income | Preferred Income II | Preferred Income III | Tax-Adv. Div Income | Tax-Adv. Global S/H Yield | |
| No. of State Mandated Due Diligence Mailings for Lost Property | $3 per a/c $250 min | 25 | 25 | 25 | 25 | 25 | 25 | 25 | 25 | 25 | 25 |
| No. of SEC Mandated Lost S/H Database Searches | $2.50 par a/c S250 min | 25 | 25 | 25 | 25 | 25 | 25 | 25 | 25 | 25 | 25 |
| MLink Administration Fee (Electronic delivery of materials) | As appraised | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 |
| Evote Administration Fee | As appraised | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Telephone Votes | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | |
| Internet | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | |
| Investor / Broker Directed Movement of Shares | $3.00 | 50 | 50 | 50 | 50 | 50 | 50 | 50 | 50 | 50 | 50 |
Stock Transfer
Fee Schedule - Page 3
Dividend Disbursement Fee
Number of dividends processed per year. The dividend disbursement fee includes all of the services listed below.
| Fund Name | Included |
| Financial Opportunities Fund | 4 |
| Hedged Equity & Income Fund | 4 |
| Income Securities | 4 |
| Investors Trust | 4 |
| Patriot Premium Dividend Fund | 12 |
| Preferred Income | 12 |
| Preferred Income II | 12 |
| Preferred Income III | 12 |
| Tax-Adv. Global S/H Yield | 12 |
| Tax-Adv. Div Income | 12 |
| • | Preparing and mailing checks |
| • | Reconciling checks |
| • | Preparing payment register in list form |
| • | Withholding and filing taxes for non-resident aliens and others |
| • | Filing federal tax information returns |
| • | Processing “B” and “C” notices received from the IRS |
| • | Mailing required statements (Form 1099DIV or Form 1042) 10 registered holders |
| • | Maintaining stop payment files and issuing replacement checks |
| • | Maintaining separate dividend addresses |
| • | Receiving, verifying and posting funds to cover entire dividend distribution on mailing date of checks |
Stock Transfer
Fee Schedule - Page 4
INVESTOR PLAN SERVICES FEE SCHEDULE
| Item | Amount | Note | Paid By1 | |
| Plan Set Up Fee | $2,500 | Per Fund | Company | |
| Fulfillment Processing | $5.50 | Per request | Company | |
| Reinvestment Trading Fee | $.05 | Per share | Participant | |
| Purchase of Additional Shares By check By Electronic Transfer Trading Fee |
$5.00 $2.00 $.05 |
Per investment Per investment Per share |
Participant | |
| Sale of Shares2 Trading Fee |
$5.00 $.05 |
Per share | Participant | |
| Safekeeping | No Charge | |||
| Duplicate Statement - Prior Year | No Charge | |||
| Insufficient Funds or Rejected Automatic Debit | $35.00 | Per check or debit | Participant | |
| Other services including (but not limited to): Certificate Issuance Transfer of Shares |
Per Stock Transfer Agency Contract | Company | ||
|
Out of Pocket Expenses including Forms/Brochures, Postage, 800 |
As incurred | Company | ||
| Note 1 | Fees could be: “P” Participant Paid or “C”, Company Paid | |||
| Note 2 | Including sales of fractional shares upon termination from plan. | |||
| Escheatment Services | |
| Annual Compliance Services | Included |
| SEC Mandated Electronic Database & New Address Retrieval Mailing | $3.00 per account |
| (subject to the following minimum) | $250.00 |
| Each state mandated due diligence mailing | $2.50 per account |
| (subject to the following minimum) | $250.00 |
| In-Depth Search and Location Services | No charge to company |
| (Annual compliance services include all of the services listed below) |
| • | Assist in establishing compliance with the unclaimed property requirements of all jurisdictions that may have a claim on escheatable property held by your organization |
| • | Processing records and property subject to reporting based upon current state statutes rules, and regulations |
| • | Requesting penalty and interest release agreements and indemnification from future claim agreements (on property remitted) from the states that offer such agreements |
| • | Identifying properly that has become escheatable since the last filing date |
| • | Review state regulations to determine if there have been any changes in reporting procedures |
| • | Reporting and remitting property to states |
Stock Transfer
Fee Schedule - Page 5
| ISSUER ONLINE System Access | Included |
| • | Providing client access to Computershare’s mainframe inquiry and internet based system for management reporting and shareholder records |
| • | Providing daily data on registered shareholders |
| • | Providing daily access to proxy tabulation file during proxy season |
|
DIRECT REGISTRATION/PROFILE SYSTEM Enrollment Fee Annual Surety Fee Stock Distribution Event – full, full and fractional shares DRS Fee, per statement Investor directed movement of shares, each Broker directed movement of hares, each DRS/Profile reject fee, each DRS/Profile Broker Authorization Form. each |
Included Included $3.50 $0.25 $3.00 $3.00 $5.00 $1.50 |
|
ACH/DIRECT DEPOSIT SERVICES Initial Setup Fee Annual Maintenance Fee ACH file transmission, each distribution; per item Placement of Stop Payment Order Returns/Reversals, per occurrence (Annual Maintenance includes oil of the services listed below) |
Included Included Included $10.00 $10.00 |
| • | Processing returned authorization forms |
| • | Posting bank information to accounts |
| • | Creating pre-note transactions and sending to clearinghouse |
| • | Following up on rejects |
| • | Produce and mail checks for returned items |
Stock Transfer
Fee Schedule - Page 6
ADDITIONAL SERIVICES AVAILABLE UPON REQUEST
|
STANDARD MAILING SERVICES Minimum charge for each of the below services Addressing mailing medium, per name Affixing labels, per label Machine inserting 1st Enclosure, per piece 2nd Enclosure, per piece Each Enclosure thereafter, per piece Manual inserting |
$500.00 $0.05 $0.04
$0.05 $0.04 $0.03 By Appraisal |
|
OTHER SERVICES Confidential Proxy Voting Dividends – Special Cash Dividends Electronic Distribution of Materials Foreign Tax Re-claim Householding of Annual Meeting and Other Materials Interactive Online Meeting Services Logistics Services (including document transportation, Mailing Quarterly or Periodic Reports Maintaining Mail Lists Secondary Offerings or Closings Stock Splits and Stock Dividends Special Meetings Survey Tabulation |
By Appraisal By Appraisal By Appraisal By Appraisal By Appraisal By Appraisal By Appraisal By Appraisal By Appraisal By Appraisal By Appraisal By Appraisal By Appraisal By Appraisal |
Stock Transfer
Fee Schedule - Page 7
ADDITIONAL SERVICES PROVIDED BY COMPUTERSHARE
|
In addition to transfer agent services, Computershare Investor Services also provides the following related services. Contact your Sales Representative or Client Service Manager for additional information.
Bank/Broker Distributions Corporate Stock Buy-Back Services Custodial Services Employee Stock Option Plan Administration Employee Stock Purchase Plan Administration Escrow Services Exchange or Tender Offer Processing Financial Planning Services Odd-Lot Program Administration Proxy Solicitation StockWatch (beneficial owner identification) Subscription Agent Services Rights Agency Warrant Agency |
Stock Transfer
Fee Schedule - Page 8
EXPENSES AND OTHER CHARGES
Fees and Out of Pocket Expenses: The cost of stationery and supplies, including but not limited to transfer sheets, dividend checks, envelopes, and paper stock, together with any disbursement for telephone, postage, mail insurance, travel for annual meeting, link-up charges for ADP and tape charges from OTC are billed in addition to the above fees. All charges and foes, out of pocket costs, expenses and disbursements of Computershare are due and payable by Client upon receipt of in invoice from Computershare.
With respect to any shareholder mailing processed by Computershare, Client shall, at least one business day prior to mail date, provide immediately available funds sufficient to cover all postage due on such mailing. For any dividend mailing, Client shall, at least one business day prior to the mail date, also provide immediately available funds sufficient to pay the aggregate amount of dividends to be paid.
Offering Administration Fee: A minimum fee of $5,000 will be imposed for activities associated with initial public offerings (IPO’s), secondary offerings and / or closings. The fee covers the coordination of efforts necessary between Computershare, the Client’s underwriters, the banknote company and DTC in order to effect the closing. This fee will cover the issuance of up to 200 certificates and / or book-entry credits. Certificates and /or book-entry credits over this amount will be billed at $2.00 each. This fee is in addition to any fees Computershare may charge for coordination of selling shareholders, custody services and/ or escrow services.
Conversion: If an out-of-proof condition exists at the time of conversion, and such condition is not resolved within 90 calendar days of such conversion, Client agrees to provide Computershare with funds or shares sufficient to resolve the out-of-proof condition promptly after the expiration of such 90 day period.
Deconversion: Upon expiration or termination of this Agreement, Client shall pay Computershare a fee for deconversion services (e.g., providing shareholder lists and tiles, producing and shipping records, answering successor agent inquiries). This fee shall be based on Computershare’s then-current deconversion fee schedule. Computershare may withhold the Client’s records, reports and unused certificate stock pending Client’s payment in full of all fees and expenses owed to Computershare under this Agreement.
Legal Expenses, System Modifications: Certain expenses may be incurred in resolving legal matters that arise in the course of performing services hereunder. This may result in a separate charge to cover Computershare’s expenses (including the cost of external or internal counsel) in resolving such matters; provide d that any legal expenses charged to the Client shall be reasonable.
In the event any federal, state or local laws, rules or regulations are enacted that require Computershare to (i) make any adjustments and/or modifications to its current system, or (ii) provide additional services to Client for which Computershare is not being compensated hereunder, then Client shall compensate Computershare (a) on a pro rata basis proportionate to the Client’s registered shareholder base, for the costs associated with making such required adjustments and/or modifications, or (b) according to Computershare’s standard fees established , in good faith, with respect to such additional services.
Other Services: Fees for any services provided to Client by or on behalf of Computershare hereunder that are not set forth above will be based on Computershare’s standard fees at the time such services are provided or, if no standard fees have been established, an appraisal of the work to be performed.
Stock Transfer
Fee Schedule - Page 9
