PAGE 1
TRANSFER AGENCY AND ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT dated as of May 13, 1996, between Tax-Free Income Trust,
a Massachusetts business trust, (the "Trust"), on behalf of its
underlying portfolio, and American Express Financial Corporation
(the "Transfer Agent"), a Delaware corporation.
In consideration of the mutual promises set forth below, the Trust
and the Transfer Agent agree as follows:
1. Appointment of the Transfer Agent. The Trust hereby appoints the
Transfer Agent, as transfer agent for its units and as
administrator for the Trust, and the Transfer Agent accepts such
appointment and agrees to perform the duties set forth below.
2. Compensation. The Trust will compensate the Transfer Agent for
the performance of its obligations as set forth in Schedule A.
Schedule A does not include out-of- pocket disbursements of the
Transfer Agent for which the Transfer Agent shall be entitled to
xxxx the Trust separately.
The Transfer Agent will xxxx the Trust annually. The fee provided
for hereunder shall be paid in cash by the Trust to the Transfer
Agent within five (5) business days after the last day of each
calendar year.
Out-of-pocket disbursements shall include, but shall not be limited
to, the items specified in Schedule B. Reimbursement by the Trust
for expenses incurred by the Transfer Agent in any month shall be
made as soon as practicable after the receipt of an itemized xxxx
from the Transfer Agent.
Any compensation jointly agreed to hereunder may be adjusted from
time to time by attaching to this Agreement a revised Schedule A,
dated and signed by an officer of each party.
3. Documents. The Trust will furnish from time to time such
certificates, documents or opinions as the Transfer Agent deems to
be appropriate or necessary for the proper performance of its
duties.
4. Representations of the Trust and the Transfer Agent.
(a) The Trust represents to the Transfer Agent that all outstanding
units are validly issued, fully paid and non-assessable by the
Trust. When units are hereafter issued in accordance with the
terms of the Trust's Declaration of Trust and its Registration
Statement, such units shall be validly issued, fully paid and non-
assessable by the Trust.
(b) The Transfer Agent represents that it is registered under
Section 17A(c) of the Securities Exchange Act of 1934. The
Transfer Agent agrees to maintain the necessary facilities,
equipment and personnel to perform its duties and obligations under
this agreement and to comply with all applicable laws.
PAGE 2
5. Duties of the Transfer Agent. The Transfer Agent shall be
responsible, separately and through its subsidiaries or affiliates,
for the following functions:
(a) Sale of Trust Units.
(1) On receipt of an application and payment, wired instructions
and payment, or payment identified as being for the account of a
unitholder, the Transfer Agent will deposit the payment, prepare
and present the necessary report to the Custodian and record the
purchase of units in a timely fashion in accordance with the terms
of the prospectus. All units shall be held in book entry form and
no certificate shall be issued unless the Trust is permitted to do
so by the prospectus and the purchaser so requests.
(2) On receipt of notice that payment was dishonored, the Transfer
Agent shall stop redemptions of all units owned by the purchaser
related to that payment and take such other action as it deems
appropriate.
(b) Redemption of Trust Units. On receipt of instructions to redeem
units in accordance with the terms of the Trust's Registration
Statement, the Transfer Agent will record the redemption of units
of the Trust, prepare and present the necessary report to the
Custodian and pay the proceeds of the redemption to the unitholder,
an authorized agent or legal representat ive upon the receipt of
the monies from the Custodian.
(c) Transfer or Other Change Pertaining to Trust Units. On receipt
of instructions or forms acceptable to the Transfer Agent to
transfer the units to the name of a new owner, change the name or
address of the present owner or take other legal action, the
Transfer Agent will take such action as is requested.
(d) Right to Seek Assurance. The Transfer Agent may refuse to
transfer, exchange or redeem units of the Trust or take any action
requested by a unitholder until it is satisfied that the requested
transaction or action is legally authorized or until it is
satisfied there is no basis for any claims adverse to the
transaction or action. It may rely on the provisions of the
Uniform Act for the Simplification of Fiduciary Security Transfers
or the Uniform Commercial Code. The Trust shall indemnify the
Transfer Agent for any act done or omitted to be done in reliance
on such laws or for refusing to transfer, exchange or redeem units
or taking any requested action if it acts on a good faith belief
that the transaction or action is illegal or unauthorized.
(e) Unitholder Records, Reports and Services.
(1) The Transfer Agent shall maintain all unitholder accounts,
which shall contain all required tax, legally imposed and
regulatory information; shall provide unitholders, and file with
federal and state agencies, all required tax and other reports
pertaining to unitholder accounts; shall prepare unitholder mailing
lists; shall cause to be delivered all required prospectuses,
PAGE 3
annual reports, semiannual reports, statements of additional
information (upon request), proxies and other mailings to
unitholders; and shall cause proxies to be tabulated.
(2) The Transfer Agent shall respond to all valid inquiries related
to its duties under this Agreement.
(3) The Transfer Agent shall create and maintain all records in
accordance with all applicable laws, rules and regulations,
including, but not limited to, the records required by Section
31(a) of the Investment Company Act of 1940.
(f) Distributions. The Transfer Agent shall prepare and present the
necessary report to the Custodian and shall cause to be prepared
and transmitted the payment of income dividends and capital gains
distributions or cause to be recorded the investment of such
dividends and distributions in additional units of the Trust or as
directed by instructions or forms acceptable to the Transfer Agent.
(g) Confirmations and Statements. The Transfer Agent shall confirm
each transaction through periodic reports as may be legally
permitted.
(h) Reports to the Trust. The Transfer Agent will provide reports
pertaining to the services provided under this Agreement as the
Trust may request to ascertain the quality and level of services
being provided or as required by law.
(i) Administrative Services. The Transfer Agent will provide all
administrative, accounting, clerical, statistical, correspondence,
corporate and all other services of whatever nature required in
connection with the administration of the Trust.
(j) Other Duties. The Transfer Agent may perform other duties for
additional compensation if agreed to in writing by the parties to
this Agreement.
6. Ownership of Records. The Transfer Agent agrees that all records
prepared or maintained by it relating to the services to be
performed by it under the terms of this Agreement are the property
of the Trust and may be inspected by the Trust or any person
retained by the Trust at reasonable times.
7. Action by Board of Trustees (the "Board") and Opinion of the
Trust's Counsel. The Transfer Agent may rely on resolutions of the
Board or the Executive Committee of the Board and on opinion of
counsel for the Trust.
8. Duty of Care. It is understood and agreed that, in furnishing
the Trust with the services as herein provided, neither the
Transfer Agent, nor any officer, trustee or agent thereof shall be
held liable for any loss arising out of or in connection with their
actions under this Agreement so long as they act in good faith and
with due diligence, and are not negligent or guilty of any willful
misconduct. It is further understood and agreed that the Transfer
Agent may rely upon information furnished to it reasonably believed
PAGE 4
to be accurate and reliable. In the event the Transfer Agent is
unable to perform its obligations under the terms of this Agreement
because of an act of God, strike or equipment or transmission
failure reasonably beyond its control, the Transfer Agent shall not
be liable for any damages resulting from such failure.
9. Term and Termination. This Agreement shall become effective on
the date first set forth above (the "Effective Date") and shall
continue in effect from year to year thereafter as the parties may
mutually agree; provided that either party may terminate this
Agreement by giving the other party notice in writing specifying
the date of such termination, which shall be not less than 60 days
after the date of receipt of such notice. In the event such notice
is given by the Trust, it shall be accompanied by a vote of the
Board, certified by the Secretary, electing to terminate this
Agreement and designating a successor transfer agent or transfer
agents. Upon such termination and at the expense of the Trust, the
Transfer Agent will deliver to such successor a certified list of
unitholders of the Trust (with name, address and taxpayer
identification or Social Security number), a historical record of
the account of each unitholder and the status thereof, and all
other relevant books, records, correspondence, and other data
established or maintained by the Transfer Agent under this
Agreement in the form reasonably acceptable to the Trust, and will
cooperate in the transfer of such duties and responsibilities,
including provisions for assistance from the Transfer Agent's
personnel in the establishment of books, records and other data by
such successor or successors.
10. Amendment. This Agreement may not be amended or modified in any
manner except by a written agreement executed by both parties.
11. Subcontracting. The Trust agrees that the Transfer Agent may
subcontract for certain of the services described under this
Agreement with the understanding that there shall be no diminution
in the quality or level of the services and that the Transfer Agent
remains fully responsible for the services. Except for
out-of-pocket expenses identified in Schedule B, the Transfer Agent
shall bear the cost of subcontracting such services, unless
otherwise agreed by the parties.
12. Limitations of Liability of the Trustees and Unitholders of
Trust
A copy of the Declaration of Trust, dated October 2, 1995, together
with all amendments, is on file in the office of the Secretary of
State of the Commonwealth of Massachusetts. The execution and
delivery of this Agreement have been authorized by the Trustees and
the Agreement has been signed by an authorized officer of the
Trust. It is expressly agreed that the obligations of the Trust
under this Agreement shall not be binding upon any of the Trustees,
unitholders, nominees, officers, agents or employees of the Trust,
personally, but bind only the assets and property of the Trust, as
provided in the Declaration of Trust.
PAGE 5
13. Miscellaneous.
(a) This Agreement shall extend to and shall be binding upon the
parties hereto, and their respective successors and assigns;
provided, however, that this Agreement shall not be assignable
without the written consent of the other party.
(b) This Agreement shall be governed by the laws of the State of
Minnesota.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their respective officers as of the day and year
written above.
TAX-FREE INCOME TRUST
Tax-Free High Yield Portfolio
By: /s/ Xxxxxx X. Xxx
Xxxxxx X. Xxx
Vice President
AMERICAN EXPRESS FINANCIAL CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
Senior Vice President
PAGE 6
Schedule A
TAX-FREE INCOME TRUST
FEE
Effective the 13th day of May, 1996 the annual fee for
services under this agreement is $1 per year for the Portfolio.
PAGE 7
Schedule B
OUT-OF-POCKET EXPENSES
The Trust shall reimburse the Transfer Agent monthly for the
following out-of-pocket expenses:
o typesetting, printing, paper, envelopes, postage and return
postage for proxy soliciting material, and proxy tabulation costs
o printing, paper, envelopes and postage for dividend notices,
dividend checks, records of account, purchase confirmations,
exchange confirmations and exchange prospectuses, redemption
confirmations, redemption checks, confirmations on changes of
address and any other communication required to be sent to
unitholders
o typesetting, printing, paper, envelopes and postage for
prospectuses, annual and semiannual reports, statements of
additional information, supplements for prospectuses and statements
of additional information and other required mailings to
unitholders
o stop orders
o outgoing wire charges
o other expenses incurred at the request or with the consent of the
Trust.
