ADMINISTRATIVE SERVICES AND TRANSFER AGENCY AGREEMENT
The Xxxxxx Group
AGREEMENT effective as of the 3rd day of September, 1996, by each open-end
management investment company listed on Schedule E attached hereto and made part
of this agreement by reference, each portfolio of an open-end management
investment company listed on Schedule E and all open-end management investment
companies (or portfolios thereof) subsequently established and made subject to
this Agreement in accordance with Paragraph XI. (individually, "Fund" or
collectively, "Funds"), and Twentieth Century Services, Inc. ("TCS"), a
registered transfer agent incorporated under the laws of the State of California
and a wholly-owned subsidiary of TWENTIETH CENTURY COMPANIES, INC. ("TCC"), for
general administrative, transfer agency, and dividend disbursing services as
follows:
I. ADMINISTRATIVE SERVICES.
A. Description of Services. As consideration for the compensation
described in Section I.B, TCS agrees to provide the Funds with the
services described and set forth on Schedule A attached hereto and
made a part of this Agreement by reference.
B. Compensation. As consideration for the services described in Section
I.A above, each Fund shall pay TCS a fee equal to its pro rata share
of the dollar amount derived from applying the aggregate average daily
net assets of the Funds listed on Schedule E to the rate schedule set
forth on Schedule F attached hereto and made a part of this Agreement
by reference ("fund-level fee"). Each Fund's fund-level fee, or pro
rata share of the dollar amount derived from applying the Funds'
aggregate average daily net assets to the rate schedule set forth on
Schedule F, shall be determined on the basis of its average daily net
assets relative to all other Funds listed on Schedule E. Said
fund-level fees shall be calculated and accrued daily and payable
monthly in three installments, the first on the tenth of the month (or
the next business day, if not a business day), the second on the
twentieth of the month (or the next business day, if not a business
day), and the third not later than the third business day of the
following month.
II. TRANSFER AGENT SERVICES.
A. Services to be Provided. As consideration for the compensation
described in Section II.B, TCS will provide each Portfolio with the
share transfer and dividend disbursing services described on Schedule
B attached hereto and made a part of this Agreement by reference. TCS
agrees to maintain sufficient trained personnel, equipment, and
supplies to perform such services in conformity with the current
prospectus of each Fund and such other reasonable standards of
performance as the Funds may from time to time specify, and otherwise
in an accurate, timely, and efficient manner.
B. Compensation. As consideration for the services described in Section
II.A, each Fund agrees to pay TCS the fees specified on Schedule F for
each shareholder account maintained and each shareholder account
transaction executed by TCS each month. For purposes of this Agreement
"shareholder account transaction" is any one of the transactions
described on Schedule C attached hereto and made a part of this
Agreement by reference, as it may be amended from time to time. Such
fees shall be paid monthly in three installments, the first on the
tenth of the month (or the next business day, if not a business day),
the second on the twentieth of the month (or the next business day, if
not a business day), and the third on the third business day of the
following month.
C. Third Party Servicing. Subject to approval by the applicable Fund's
Board of Directors/Trustees, TCS may enter into agreements with third
parties for the performance of one or more of its obligations under
this Agreement (and such other services as TCS may desire) for all or
any portion of the shareholders of the Fund who maintain shareholder
accounts through, or who are otherwise provided services by, any such
third parties. To the extent that such third parties perform services
that TCS is obligated to perform under this Agreement, TCS shall be
entitled to receive the fees to which it would otherwise be entitled
hereunder had it performed such services directly; provided, however,
that the Fund's Board of Directors/Trustees may limit amounts
receivable by TCS under this Agreement for services performed on its
behalf by third parties. TCS will furnish the Fund shareholder and
account records and data upon which the Fund's obligations under this
Agreement are calculated, and such other data pertaining to any
services rendered by third parties as the Fund may reasonably require.
The Fund shall be entitled to have any and all such records audited by
the Fund's independent accountants at any time upon reasonable notice
to TCS.
III. EXPENSES.
A. Expenses of TCS. TCS shall pay all expenses incurred in providing the
Funds the services and facilities described in this Agreement, whether
or not such expenses are billed to TCS or the Funds.
B. Direct Expenses. Any provision of this Agreement to the contrary
notwithstanding, each Fund shall pay, or reimburse TCS for the payment
of, the following expenses (hereinafter "direct expenses") whether or
not such direct expenses are billed to the Funds, TCS, or any related
entity:
1. Fees and expenses of the Fund's Independent Directors/Trustees
and meetings thereof;
2. Fees and costs of investment advisory services;
3. Fees and costs of independent audits, income tax preparation, and
obtaining quotations for the purpose of calculating the Fund's
net asset value;
4. Fees and costs of outside legal counsel and legal counsel
employed directly by the Fund;
5. Fees and costs of custodian and banking services;
6. Costs (including postage) of printing and mailing prospectuses,
confirmations, proxy statements, and reports to Fund
shareholders;
7. Fees and costs for the registration of Fund shares with the
Securities and Exchange Commission and the jurisdictions in which
its shares are qualified for sale;
8. Fees and expenses associated with membership in the Investment
Company Institute and the Mutual Fund Education Alliance;
9. Expenses of fidelity bonding and liability insurance covering the
Fund;
10. Costs for incoming telephone WATS lines;
11. Organizational costs.
C. Extraordinary Expenses. Any provision of this Agreement to the
contrary notwithstanding, each Fund, as determined by its Board of
Directors/Trustees, shall pay (or reimburse TCS for payment of) the
following expenses, which shall be categorized as Extraordinary
Expenses and shall be excluded from each Fund's expense ratio, whether
or not the expense was billed to the Funds, TCS, or any related
entity:
1. Brokerage commissions
2. Taxes
3. Interest
4. Portfolio insurance premiums
5. Rating agency fees
6. Other extraordinary expenses, as authorized from time to time by
each Fund's Board of Directors/Trustees.
IV. TERM. With respect to each Fund, this Agreement shall become effective upon
its approval by vote of a majority of the Fund's shareholders at a meeting
called for the purpose of voting on such approval and a majority of the Fund's
Directors/Trustees, including a majority of those Directors/Trustees who are not
"interested persons" of the Fund or TCS (as that term is defined in the
Investment Company Act of 1940), and shall continue until it is terminated
pursuant to the provisions of Paragraph XII.
V. INSURANCE. The Funds and TCS agree to procure and maintain, separately or as
joint insureds with their Directors/Trustees, employees, agents, and others, an
insurance policy or policies against loss arising from breaches of trust or
errors and omissions and a fidelity bond meeting the requirements of the
Investment Company Act of 1940 in such amounts and with such deductibles as are
set forth on Schedule D attached to this Agreement and made a part hereof by
reference, as it may be amended from time to time, and to pay premiums therefor,
provided that if a Fund or TCS is party to a policy in which it is named as a
joint insured, its liability for premiums on said policy shall be determined on
the basis of premiums it would pay to obtain equivalent coverage separately
relative to the premiums each other joint insured would pay to obtain equivalent
coverage separately.
VI. REGISTRATION AND COMPLIANCE.
A. TCS represents that it is registered as a transfer agent with the
Securities and Exchange Commission ("SEC") pursuant to ss.17A of the
Securities Exchange Act of 1934 and the rules and regulations
thereunder, and agrees to maintain said registration and comply with
all of the requirements of said Act, rules, and regulations so long as
this Agreement remains in force.
B. Each Fund represents that it is an open-end management investment
company registered with the SEC under the Securities Act of 1933 and
the rules and regulations thereunder and the Investment Company Act of
1940 and the rules and regulations thereunder, and that it is
authorized to sell its shares pursuant to said Acts, and the rules and
regulations thereunder.
Each Fund will furnish TCS with a list of those jurisdictions in the
United States and elsewhere in which it is authorized to sell its
shares to the general public and maintain the currency of said list by
amendment. Each Fund agrees to promptly advise TCS of any change in or
limitation upon its authority to carry on business as an investment
company pursuant to said Acts, and the statutes, rules, and
regulations of each and every jurisdiction in which its shares are
registered for sale.
VII. DOCUMENTATION. Each of the Funds and TCS shall supply to the other upon
request such documentation as is required by them to carry out their respective
obligations under this Agreement, including, but not limited to, declarations of
trust, articles of incorporation, bylaws, codes of ethics, registration
statements, permits, financial reports, third party audits, certificates of
authority, computer tapes, and related items.
VIII. PROPRIETARY INFORMATION. It is agreed that all records and documents,
except computer data processing programs and any related documentation used or
prepared by, or on behalf of, TCS for the performance of its services hereunder,
are the property of the Funds and shall be open to audit or inspection by the
Funds or their duly authorized agents during the normal business hours of TCS,
shall be maintained in such fashion as to preserve the confidentiality thereof
and to comply with applicable federal and state laws and regulations, and shall,
in whole or any specified part, be surrendered and turned over to the Funds or
their duly authorized agents upon receipt by TCS of reasonable notice of and
request therefor.
IX. INDEMNITY. Each Fund shall indemnify and hold TCS harmless against any
losses, claims, damages, liabilities, or expenses (including reasonable counsel
fees and expenses) resulting from any claim, demand, action, or suit brought by
any person other than the Fund (including a shareholder naming the Fund as a
party) and not resulting from TCS's bad faith, willful misfeasance, reckless
disregard of its obligations and duties, negligence, or breach of this
Agreement, and arising out of, or in connection with:
A. TCS's performance of its obligations under this Agreement;
B. Any error or omission in any record (including but not limited to
magnetic tapes, computer printouts, hard copies, and microfilm or
microfiche copies) delivered, or caused to be delivered, by a Fund to
TCS in connection with this Agreement;
C. Bad faith, willful misfeasance, reckless disregard of its obligations
and duties, or negligence on the part of the Fund, or TCS's acting
upon any instructions reasonably believed by it to have been properly
executed or communicated by any person duly authorized by the Fund;
D. TCS's acting in reliance upon advice reasonably believed by it to have
been given by counsel for the Funds, or;
E. TCS's acting in reliance upon any instrument reasonably believed by it
to have been genuine and signed, countersigned, or executed by the
proper person(s) in accordance with the currently effective
certificate(s) of authority delivered to TCS by the Funds
In the event that TCS requests a Fund to indemnify or hold it
harmless hereunder, TCS shall use its best efforts to inform the Fund
of the relevant facts concerning the matter in question. TCS shall use
reasonable care to identify and promptly notify the Fund concerning
any matter which presents, or appears likely to present, a claim for
indemnification against the Fund.
Each Fund may elect to defend TCS against any claim which may be
the subject of indemnification hereunder. In the event that the Fund
makes such an election, it shall notify TCS and shall take over
defense of the claim and, if so requested by the Fund, TCS shall incur
no further legal or other expenses related thereto for which it is
entitled to indemnity hereunder; provided, however, that nothing
herein shall prevent TCS from retaining, at its own expense, counsel
to defend any claim. Except with the applicable Fund's prior consent,
TCS shall not confess to any claim or make any compromise in any
matter in which the Fund will be asked to indemnify or hold TCS
harmless hereunder without the Fund's prior consent.
X. LIABILITY.
A. Damages. TCS shall not be liable to any Fund, or any third party, for
punitive, exemplary, indirect, special, or consequential damages (even
if TCS has been advised of the possibility of such damages) arising
from the performance of its obligations under this Agreement,
including but not limited to loss of profits, loss of use of the
shareholder accounting system, cost of capital, and expenses for
substitute facilities, programs, or services.
B. Force Majeure. Any provision in this Agreement to the contrary
notwithstanding, TCS shall not be liable for delays or errors
occurring by reason of circumstances beyond its control or the control
of any of its affiliates and not attributable to the negligence of TCS
or any of its affiliates, including, but not limited to, acts of civil
or military authority, national emergencies, national or regional work
stoppages, fire, flood, catastrophe, earthquake, acts of God,
insurrection, war, riot, failure of communication systems, or
interruption of power supplies.
C. Trust Series Sole Obligor. TCS is expressly put on notice that, for
any Fund which is a series of a registered investment company
organized as a Massachusetts business trust (a "Trust Series"),
liability under this Agreement shall be limited to the Trust Series
incurring such liability and to the assets of such Trust Series. TCS
shall not have any rights or remedies against any trustee, officer,
employee, or shareholder of the Trust Series or any other series of
the Trust for breach of this Agreement nor recourse to the property of
any such persons or other series of the Trust for satisfaction of any
judgment or other claim against the Trust Series.
XI. AMENDMENT. This Agreement and the Schedules forming a part hereof may be
amended at any time, with or without shareholder approval (except as otherwise
required by law), by a document signed by each of the parties hereto. In the
event that one or more additional Funds are established, and the governing
bodies of said Funds by resolution indicate that the Funds are to be made
parties to this Agreement, Schedule E hereto shall be amended to reflect the
addition of such new Funds, and such new Funds shall become parties hereto. Any
change in a Fund's registration statement or other compliance documents, or in
the forms relating to any plan, program, or service offered by its current
prospectus which would require a change in TCS's obligations hereunder shall be
subject to TCS's approval, which shall not be unreasonably withheld.
XII. TERMINATION. This Agreement may be terminated by any Fund with respect to
said Fund, or by TCS, without cause, upon 120 days' written notice to the other
party, and at any time for cause in the event that such cause remains unremedied
for more than 30 days after receipt by the other party of written specification
of such cause.
In the event that a Fund designates a successor to perform any of TCS's
obligations hereunder, TCS shall, at the expense and pursuant to the direction
of the Fund, transfer to such successor all relevant books, records, and other
data of the Fund in the possession or under the control of TCS.
XIII. SEVERABILITY. If any clause or provision of this Agreement is determined
to be illegal, invalid, or unenforceable under present or future laws effective
during the term hereof, then such clause or provision shall be considered
severed herefrom and the remainder of this Agreement shall continue in full
force and effect.
XIV. APPLICABLE LAW. This Agreement shall be subject to and construed in
accordance with the laws of the State of Missouri.
XV. ENTIRE AGREEMENT. Except as otherwise provided herein, this Agreement
constitutes the entire and complete understanding of the parties hereto relating
to the subject matter hereof and supersedes all prior contracts and discussions
between the parties.
TWENTIETH CENTURY SECURITIES, INC.
By: /s/Xxxxxxx X. Xxxxx Date: September 3, 1996
Xxxxxxx X. Xxxxx
General Counsel
CAPITAL PRESERVATION FUND, INC.
CAPITAL PRESERVATION FUND II, INC.
XXXXXX TARGET MATURITIES TRUST
XXXXXX GOVERNMENT INCOME TRUST
XXXXXX CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS
XXXXXX MUNICIPAL TRUST
XXXXXX EQUITY FUNDS
XXXXXX INTERNATIONAL FUNDS
XXXXXX INVESTMENT TRUST
XXXXXX MANAGER FUNDS
By /s/Xxxxxxx X. Xxxx Date: September 3, 1996
Xxxxxxx X. Xxxx
General Counsel
ADMINISTRATIVE SERVICES AND
TRANSFER AGENCY AGREEMENT
Schedule A
Administrative Services
Xxxxxx Financial Services, Inc. agrees to provide each Fund the following
administrative services:
1. Fund and Portfolio Accounting
A. Maintain Fund General Ledger and Journal.
B. Prepare and record disbursements for direct Fund expenses.
C. Prepare daily money transfers.
D. Reconcile all Fund bank and custodian accounts.
E. Assist Fund independent auditors as appropriate.
F. Prepare daily projections of available cash balances.
G. Record trading activity for purposes of determining net asset values
and dividend distributions.
H. Prepare daily portfolio evaluation reports to value portfolio
securities and determine daily accrued income.
I. Determine the daily net asset value per share.
J. Determine income and capital gain dividend distributions per share.
K. Prepare monthly, quarterly, semi-annual, and annual financial
statements.
L. Provide financial information for reports to the Securities and
Exchange Commission in compliance with the provisions of the
Investment Company Act of 1940 and the Securities Act of 1933, the
Internal Revenue Service, and any other regulatory agencies as
required.
M. Provide financial, yield, net asset value, etc. information to the
NASD and other survey and statistical agencies as instructed by the
Funds.
2. Internal Audit
Provide an internal audit staff for independent review of Fund operations.
Internal audit staff will assist the independent accountants as
appropriate, and report directly to the Audit Committee of the Board of
Directors/Trustees.
3. Legal
A. Provide registration and other administrative services necessary to
qualify the Fund's shares for sale in those jurisdictions determined
from time to time by each Fund's Board of Directors/Trustees.
B. Maintain registration statements and make all other filings required
by the Securities and Exchange Commission in compliance with the
provisions of the Investment Company Act of 1940 and the Securities
Act of 1933.
C. Prepare and review Fund prospectuses.
D. Prepare proxy statements.
E. Prepare board materials and maintain minutes of board meetings.
F. Provide legal advice.
The Funds' outside counsel may provide the services listed above as a
direct Fund expense; however, the Funds have the option to employ their own
counsel to provide any or all of these services.
4. Insurance
A. Obtain errors and omissions policy.
B. Obtain fidelity bond.
5. Administrative Management
Provide each Fund with a president, a chief financial officer, a secretary,
and such other officers as are necessary to manage the Fund and administer
its affairs in accordance with law and appropriate business practice, all
subject to the approval of the Fund's Board of Directors/Trustees.
ADMINISTRATIVE SERVICES AND
TRANSFER AGENCY AGREEMENT
Schedule B
Share Transfer and Dividend Disbursing Services
Xxxxxx Financial Services, Inc. agrees to provide each Fund the following
transfer agency and dividend disbursing services:
1. Maintain shareholder accounts, including processing of new accounts.
2. Post address changes and other file maintenance for shareholder accounts.
3. Post all monetary transactions to the shareholder file, including:
* Dividends, capital gains, and reverse share splits (BTMT)
* Direct (including lock box) purchases
* Wire order purchases and redemptions
* Letter and telephone redemptions
* Draft redemptions
* Letter and telephone exchanges (as well as auto exchanges via VRU and PC
transmissions)
* Letter and telephone transfers
* Certificate issuances
* Certificate deposits
* Account fees
* Automated Clearing House ("ACH") transactions
* Exchanges initiated via Open Order Service
4. Conduct quality control reviews, by a separate dedicated group using
statistically reliable samples, of transactions and account maintenance
functions before mailing confirmations, checks, and/or share certificates
to shareholders.
5. Monitor fiduciary processing to ensure accuracy and proper deduction of
fees.
6. Prepare daily reconciliations of shareholder processing including money
movement instructions.
7. Process bounced check collections, including the immediate liquidation of
shares purchased and return of check, together with confirmation of entire
transaction, to investor.
8. Process all distribution and redemption checks and replace lost checks.
9. Withhold dividends and proceeds of redemptions as required by IRS
regulations.
10. Provide draft clearing services:
* Maintain signature cards and appropriate corporate resolutions
* For drafts in amounts greater than $5,000, compare signatures on drafts
with signatures on signature cards
* Receive checks presented for payment, verify negotiability, and
liquidate shares after verifying account balance
* For Funds that provide check writing privileges, process shareholder
check orders
* For Funds and retirement accounts that do not provide check writing
privileges, issue investment slip books
11. Mail confirmations, checks, and/or certificates resulting from transaction
requests to shareholders.
12. Process all other Fund mailings, including:
* Dividend and capital gain distributions
* Quarterly, semi-annual, and annual reports
* Year-end shareholder tax forms
* Directed payments
* Quarterly statements
* Shareholder drafts (on request)
* Combined statements
* Annual Prospectus revisions
13. Answer all service-related telephone inquiries from shareholders and
others, including:
* General and policy inquiries (research and resolve problems);
* Fund yield inquiries; and
* Shareholder transaction requests and account maintenance changes (e.g.,
redemptions, transfers, exchanges, address changes, and check book
orders).
In addition:
* Monitor processing production and quality;
* Monitor online statistical performance of unit; and
* Develop reports on telephone activity.
14. Respond to written inquiries by researching and resolving problems,
including:
* Initiating shareholder account reconciliation proceedings when
appropriate
* Writing and mailing form letters
* Responding to financial institutions regarding verification of deposits
* Initiating proceedings regarding lost share certificates
* Logging activities related to written inquiries
* Maintaining system for correspondence control
* Notifying shareholders of unacceptable transaction requests
15. Maintain and retrieve all required account history for shareholders and
provide research services as follows:
* Daily monitoring of all processing activity
* Providing exception reports
* Microfilming
* Storing, or archiving, and retrieving historical account information
* Obtaining microfiche of various reports
* Researching shareholder inquiries
* Resolving suspense items (e.g., transactions not posted due to an error
condition on the account)
16. Prepare materials for shareholder meetings, including:
* Addressing and mailing proxy solicitation materials
* Tabulating returned proxies and supplying daily reports to inform
management about the vote
* Providing Fund with an affidavit of mailing
* Furnishing certified list of shareholders (hard copy or microfilm) and
election inspectors
17. Report and remit assets as necessary to satisfy state escheat requirements.
18. On behalf of each Fund, file tax documents with appropriate federal and
state authorities.
ADMINISTRATIVE SERVICES AND
TRANSFER AGENCY AGREEMENT
Schedule C
Chargeable Transactions
For purposes of determining the per-transaction portion of the transfer
agency fee, the following types of transactions are considered chargeable
transactions.
1. Monetary Transactions
In general all monetary transactions are chargeable with the exception of
reversal transactions. The only chargeable reversal transaction is for
returned investment checks. The following is a current list of chargeable
transactions:
================================================================================
Description Transaction Type Sub Code Literal Code
================================================================================
Incoming Wires XXX 00 00
================================================================================
Wire Order Purchases WOF 01 00
================================================================================
Check Purchases XXX 00 00
================================================================================
PUR 01 03
================================================================================
PUR 01 05
================================================================================
PUR 01 08
================================================================================
PUR 01 09
================================================================================
PUR 07 00
================================================================================
PUR 07 01
================================================================================
PUR 08 00
================================================================================
PUR 09 00
================================================================================
PUR 09 01
================================================================================
PUR 09 14
================================================================================
PUR 10 00
================================================================================
PUR 14 00
================================================================================
PUR 15 00
================================================================================
PUR 16 01
================================================================================
PUR 22 00
================================================================================
PUR 01 97
================================================================================
PUR 01 98
================================================================================
PUR 26 00
================================================================================
RPO Purchases PUR 05 00
================================================================================
ACH Purchases XXX 00 00
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
XXX 00 00
================================================================================
PUR 09 02
================================================================================
PUR 02 00
================================================================================
PUR 17 00
================================================================================
PUR 18 00
================================================================================
PUR 19 00
================================================================================
PUR 20 00
================================================================================
Direct Dividend &
Capital Gains XXX 00 00
================================================================================
PUR 09 50
================================================================================
PUR 07 50
================================================================================
PUR 31 50
================================================================================
Systematic Exchange
Purchases XXX 00 00
================================================================================
PUR 07 60
================================================================================
PUR 31 60
================================================================================
BCM Accumulation
Purchases XXX 00 00
================================================================================
PUR 01 33
================================================================================
PUR 01 42
================================================================================
PUR 01 43
================================================================================
Exchange
Purchases/Liquidations EXI/EXO 01 00
================================================================================
EXI/EXO 01 61
================================================================================
EXI/EXO 01 81
================================================================================
EXI/EXO 01 82
================================================================================
EXI/EXO 01 85
================================================================================
EXI/EXO 01 86
================================================================================
PUR 01 06
================================================================================
PUR 01 45
================================================================================
PUR 07 61
================================================================================
PUR 07 62
================================================================================
PUR 08 61
================================================================================
PUR 09 61
================================================================================
PUR 09 63
================================================================================
PUR 10 61
================================================================================
PUR 14 61
================================================================================
PUR 16 61
================================================================================
PUR 22 61
================================================================================
PUR 01 75
================================================================================
PUR 26 61
================================================================================
Check Purchases
(Reversals) XXX 00 00
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
XXX 00 00 R
================================================================================
XXX 00 00 X
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
XXX 00 00 R
================================================================================
XXX 00 00 X
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
XXX 00 00 R
================================================================================
XXX 00 00 R
================================================================================
XXX 00 00 X
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
XXX 00 00 R
================================================================================
XXX 00 00 X
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
XXX 00 00 R
================================================================================
XXX 00 00 X
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
XXX 00 00 R
================================================================================
XXX 00 00 X
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
XXX 00 00 R
================================================================================
XXX 00 00 X
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
XXX 00 00 R
================================================================================
XXX 00 00 X
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
XXX 00 00 R
================================================================================
BCM Accumulation
Liquidations LIQ 01 32
================================================================================
LIQ 01 42
================================================================================
Transfers In/Out XXX 00 00
================================================================================
PUR 07 71
================================================================================
PUR 08 71
================================================================================
PUR 14 71
================================================================================
PUR 16 71
================================================================================
PUR 22 71
================================================================================
PUR 26 03
================================================================================
PUR 26 71
================================================================================
Transfers In & Out TFI/TFO 01 00
================================================================================
TFI/TFO 01 01
================================================================================
TFI/TFO 01 81
================================================================================
TFI/TFO 01 82
================================================================================
TFI/TFO 01 85
================================================================================
TFI/TFO 01 86
================================================================================
Check Liquidations LIQ 01 00
================================================================================
LIQ 01 01
================================================================================
LIQ 01 02
================================================================================
LIQ 01 03
================================================================================
LIQ 01 04
================================================================================
LIQ 01 05
================================================================================
LIQ 01 06
================================================================================
LIQ 01 07
================================================================================
LIQ 01 08
================================================================================
LIQ 01 09
================================================================================
LIQ 01 10
================================================================================
LIQ 01 11
================================================================================
LIQ 01 12
================================================================================
LIQ 01 39
================================================================================
LIQ 01 14
================================================================================
Wire Order Redemption WOR 01 00
================================================================================
SWIP Redemption
Checks LIQ 14 00
================================================================================
RPO Liquidations LIQ 05 00
================================================================================
Wires Out LIQ 01 20
================================================================================
Drafts Paid LIQ 03 00
================================================================================
Draft Order Fees LIQ 13 11
================================================================================
Other Fees LIQ 13 08
================================================================================
LIQ 13 13
================================================================================
LIQ 13 16
================================================================================
LIQ 13 17
================================================================================
LIQ 13 18
================================================================================
LIQ 13 19
================================================================================
LIQ 13 23
================================================================================
BCM Accumulation Fees LIQ 01 33
================================================================================
LIQ 01 43
================================================================================
Non-BCMG Advisor Fees LIQ 01 75
================================================================================
WOR 01 75
================================================================================
Certificate Issue CIS 01 00
================================================================================
CIS 02 00
================================================================================
Certificate Deposit CDP 01 00
================================================================================
ADJ Credits ADJ 01 00
================================================================================
PUR 04 01
================================================================================
PUR 26 01
================================================================================
ADJ Debits ADJ 02 00
================================================================================
2. Non-Monetary Transactions
The only chargeable non-monetary transactions will be for
shareholder-initiated account maintenance charges and one transaction
charge for each new account added to the shareholder file. The following is
a current list of non-monetary transactions:
================================================================================
DESCRIPTION TRANSACTION TYPE
================================================================================
General Account Maintenance MNT01 - MNT08
================================================================================
Draft Stop Add and Maintenance MNT009
================================================================================
Name/Address Change MNT10
================================================================================
New Account Setup N/A
================================================================================
Combined Statement Account Setup N/A
================================================================================
ADMINISTRATIVE SERVICES AND
TRANSFER AGENCY AGREEMENT
Schedule D
Liability Insurance
Xxxxxx Financial Services, Inc. agrees to provide each Fund at a minimum with
the following insurance coverages subject to a ratable allocation:
1. Errors and Omissions and Directors Liability.
* $10 million limit.
* $150,000 deductible for all claims.
* Individual director/trustee or officer sued - $5,000 deductible to
aggregate of $25,000.
2. Fidelity Insurance (Blanket Bond).
* $25,000,000 limit (each and every occurrence).
* $150,000 deductible.
ADMINISTRATIVE SERVICES AND
TRANSFER AGENCY AGREEMENT
Schedule E
Funds and Portfolios
Effective as of the date indicated below, each of the open-end management
investment companies and the portfolios of said open-end management investment
companies listed below is hereby made a party to the Xxxxxx Group Administrative
Services and Transfer Agency Agreement dated June 1, 1995.
Name of Fund/Portfolio Board Approval of Agreement
CAPITAL PRESERVATION FUND, INC. July 18, 1996
CAPITAL PRESERVATION FUND II, INC. July 18, 1996
XXXXXX TARGET MATURITIES TRUST
2000 Portfolio July 18, 1996
2005 Portfolio July 18, 1996
2010 Portfolio July 18, 1996
2015 Portfolio July 18, 1996
2020 Portfolio July 18, 1996
2025 Portfolio July 18, 1996
XXXXXX GOVERNMENT INCOME TRUST
Xxxxxx Treasury Note Fund July 18, 1996
Xxxxxx GNMA Income Fund July 18, 1996
Xxxxxx Government Agency Fund July 18, 1996
Xxxxxx Adjustable Rate Government Securities Fund July 18, 1996
Xxxxxx Short-Term Treasury and Agency Fund July 18, 1996
Benham Long-Term Treasury and Agency Fund July 18, 0000
XXXXXX XXXXXXXXXX TAX-FREE AND MUNICIPAL FUNDS
Tax-Free Money Market Fund July 18, 1996
Tax-Free Intermediate-Term Fund July 18, 1996
Tax-Free Long-Term Fund July 18, 1996
Municipal High-Yield Fund July 18, 1996
Tax-Free Insured Fund July 18, 1996
Municipal Money Market Fund July 18, 1996
Tax-Free Limited-Term Fund July 18, 1996
XXXXXX MUNICIPAL TRUST
Xxxxxx National Tax-Free Money Market Fund July 18, 1996
Xxxxxx National Tax-Free Intermediate-Term Fund July 18, 1996
Xxxxxx National Tax-Free Long-Term Fund July 18, 1996
Xxxxxx Florida Municipal Money Market Fund July 18, 1996
Xxxxxx Florida Municipal Intermediate-Term Fund July 18, 1996
Xxxxxx Florida Municipal Long-Term Fund July 18, 1996
Xxxxxx Arizona Municipal Intermediate-Term Fund July 18, 1996
Xxxxxx Arizona Municipal Long-Term Fund July 18, 1996
XXXXXX EQUITY FUNDS
Xxxxxx Global Gold Fund July 18, 1996
Xxxxxx Income & Growth Fund July 18, 1996
Xxxxxx Equity Growth Fund July 18, 1996
Xxxxxx Utilities Income Fund July 18, 1996
Xxxxxx Global Natural Resources Fund July 18, 1996
XXXXXX INTERNATIONAL FUNDS
Xxxxxx European Government Bond Fund July 18, 1996
XXXXXX INVESTMENT TRUST
Xxxxxx Prime Money Market Fund July 18, 1996
XXXXXX MANAGER FUNDS
Xxxxxx Capital Manager Fund July 18, 1996
ADMINISTRATIVE SERVICES AND
TRANSFER AGENCY AGREEMENT
Schedule F
Compensation
=====================================================================================================================
Monthly
Per-Account Fee for Per-Transaction
Fund/Portfolio Account Maintenance Fee
============================================================================================================
CAPITAL PRESERVATION FUND, INC. $1.3958 $1.35
------------------------------------------------------------------------------------------------------------
CAPITAL PRESERVATION FUND II, INC. $1.3958 $1.35
------------------------------------------------------------------------------------------------------------
XXXXXX CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS $1.3958 $1.35
Municipal Money Market Fund
Tax-Free Money Market Fund
Tax-Free Short-Term Fund
Tax-Free Intermediate-Term Fund
Tax-Free Long-Term Fund
Tax-Free Insured Fund
Municipal High-Yield Fund
------------------------------------------------------------------------------------------------------------
XXXXXX EQUITY FUNDS $1.35
Xxxxxx Global Gold Fund $1.1875
Xxxxxx Equity Growth Fund $1.1875
Xxxxxx Income & Growth Fund $1.3958
Xxxxxx Utilities Income Fund $1.3958
Xxxxxx Global Natural Resources Fund $1.1875
------------------------------------------------------------------------------------------------------------
XXXXXX GOVERNMENT INCOME TRUST $1.3958 $1.35
Xxxxxx GNMA Income Fund
Xxxxxx Treasury Note Fund
Xxxxxx Government Agency Fund
Xxxxxx Adjustable Rate Government Securities Fund
Xxxxxx Short-Term Treasury and Agency Fund
Benham Long-Term Treasury and Agency Fund
------------------------------------------------------------------------------------------------------------
XXXXXX INTERNATIONAL FUNDS
Xxxxxx European Government Bond Fund $1.1875 $1.35
------------------------------------------------------------------------------------------------------------
XXXXXX INVESTMENT TRUST $1.3958 $1.35
Xxxxxx Prime Money Market Fund
------------------------------------------------------------------------------------------------------------
XXXXXX MANAGER FUNDS $1.1875 $1.35
Xxxxxx Capital Manager Fund
------------------------------------------------------------------------------------------------------------
XXXXXX MUNICIPAL TRUST $1.3958 $1.35
Xxxxxx National Tax-Free Money Market Fund
Xxxxxx National Tax-Free Intermediate-Term Fund
Xxxxxx National Tax-Free Long-Term Fund
Xxxxxx Florida Municipal Money Market Fund
Xxxxxx Florida Municipal Intermediate-Term Fund
Xxxxxx Arizona Municipal Intermediate-Term Fund
------------------------------------------------------------------------------------------------------------
XXXXXX TARGET MATURITIES TRUST $1.1875 $1.35
2000 Portfolio
2005 Portfolio
2010 Portfolio
2015 Portfolio
2020 Portfolio
2025 Portfolio
============================================================================================================
Administrative Services Fee Rate Schedule
Group Assets Fee Rate
up to $4.5 billion .11%
up to $6 billion .10%
up to $9 billion .09%
balance over $9 billion .08%
