XXXXXX XXXXXXX OPEN-END FUNDS
XXXXXX XXXXXXX TRUST FSB
AMENDED AND RESTATED
TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of August 1, 1997, and amended on June 22, 1998,
September 1, 2000 and November 1, 2004, by and between each of the Xxxxxx
Xxxxxxx Open-end Funds listed on the signature pages 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 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx
Xxxx, Xxx Xxxx 00000, and XXXXXX XXXXXXX TRUST FSB ("XXXXXX XXXXXXX TRUST"), a
federally chartered savings bank, having its principal office and place of
business at Harborside Financial Center, Plaza Two, Xxxxxx Xxxx, Xxx Xxxxxx
00000.
WHEREAS, the Fund desires to appoint XXXXXX XXXXXXX TRUST as its
transfer agent, dividend disbursing agent and shareholder servicing agent and
XXXXXX XXXXXXX 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 XXXXXX XXXXXXX TRUST
1.1 Subject to the terms and conditions set forth in this Agreement,
the Fund hereby employs and appoints XXXXXX XXXXXXX TRUST to act as, and XXXXXX
XXXXXXX TRUST agrees to act as, the transfer agent for each series and class of
shares of the Fund, whether now or hereafter authorized or issued ("Shares"),
dividend disbursing agent and shareholder servicing agent in connection with any
accumulation, open-account or similar plans provided to the holders of such
Shares ("Shareholders") and set out in the currently effective prospectus and
statement of additional information ("prospectus") of the Fund, including
without limitation any periodic investment plan or periodic withdrawal program.
1.2 XXXXXX XXXXXXX 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 XXXXXX XXXXXXX TRUST, XXXXXX
XXXXXXX TRUST shall:
(i) Receive for acceptance, orders for the purchase
of Shares, and promptly deliver payment and appropriate
documentation therefor to the custodian of the assets of the
Fund (the "Custodian");
(ii) Pursuant to purchase orders, issue the
appropriate number of Shares and issue certificates therefor
or hold such Shares in book form in the appropriate
Shareholder account;
(iii) Receive for acceptance redemption requests and
redemption directions and deliver the appropriate
documentation therefor to the Custodian;
(iv) At the appropriate time as and when it receives
monies paid to it by the Custodian with respect to any
redemption, pay over or cause to be paid over in the
appropriate manner such monies as instructed by the redeeming
Shareholders;
(v) Effect transfers of Shares by the registered
owners thereof upon receipt of appropriate instructions;
(vi) Prepare and transmit payments for dividends and
distributions declared by the Fund;
(vii) Calculate any sales charges payable by a
Shareholder on purchases and/or redemptions of Shares of the
Fund as such charges may be reflected in the prospectus;
(viii) Maintain records of account for and advise the
Fund and its Shareholders as to the foregoing; and
(ix) Record the issuance of Shares of the Fund and
maintain pursuant to 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. XXXXXX
XXXXXXX TRUST shall also provide to the Fund on a regular
basis the total number of Shares that are authorized, issued
and outstanding and shall notify the Fund in 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, XXXXXX
XXXXXXX 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, XXXXXX XXXXXXX
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), XXXXXX XXXXXXX TRUST shall:
(i) perform all of the customary services of a
transfer agent, dividend disbursing agent and, as relevant,
shareholder servicing agent in connection with dividend
reinvestment, accumulation, open-account or similar plans
(including without limitation any periodic investment plan or
periodic withdrawal program), including but not limited to,
maintaining all Shareholder accounts, preparing Shareholder
meeting lists, mailing proxies, receiving and tabulating
proxies, mailing shareholder reports and prospectuses to
current Shareholders, 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
2
tax authorities for all Shareholders, preparing and mailing
confirmation forms and statements of account to Shareholders
for all purchases and redemptions of Shares and other
confirmable transactions in Shareholder accounts, preparing
and mailing activity statements for Shareholders and providing
Shareholder account information;
(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) In addition, the Fund shall:
(i) identify to XXXXXX XXXXXXX TRUST in writing those
transactions and assets to be treated as exempt from Blue Sky
reporting for each State; and
(ii) verify the inclusion on the system prior to
activation of each State in which Fund shares may be sold and
thereafter monitor the daily purchases and sales for
shareholders in each State. The responsibility of XXXXXX
XXXXXXX TRUST for the Fund's status under the securities laws
of any State or other jurisdiction is limited to the inclusion
on the system of each State as to which the Fund has informed
XXXXXX XXXXXXX TRUST that shares may be sold in compliance
with state securities laws and the reporting of purchases and
sales in each such State to the Fund as provided above and as
agreed from time to time by the Fund and XXXXXX XXXXXXX TRUST.
(d) XXXXXX XXXXXXX TRUST shall provide such additional
services and functions not specifically described herein as may be
mutually agreed between XXXXXX XXXXXXX TRUST and the Fund. Procedures
applicable to such services may be established from time to time by
agreement between the Fund and XXXXXX XXXXXXX TRUST.
ARTICLE 2 - FEES AND EXPENSES
2.1 For performance by XXXXXX XXXXXXX TRUST pursuant to this Agreement,
each Fund agrees to pay XXXXXX XXXXXXX 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 fee shall be
increased or decreased on August 1st of each year by an amount equal to one-half
(1/2) of the change in the Consumer Price Index-Financial Services (All Urban
Consumers), as published by the Bureau of Labor Statistics of the United States
Department of Labor (or another comparable measure of employee wages and
salaries and employer costs for employee benefits as mutually agreed to by the
Fund and Xxxxxx Xxxxxxx Trust) for the twelve-month period ending on March 31st
of that year and shall be reflected in a revised Schedule A dated as of August 1
of each year; provided, however, that such fee shall not at any time exceed the
average fee published by the then current ICI Transfer
3
Agency Fee survey with respect to funds affiliated with a broker-dealer. 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 XXXXXX XXXXXXX TRUST.
2.2 In addition to the fees paid under Section 2.1 above, the Fund
agrees to reimburse XXXXXX XXXXXXX TRUST for out of pocket expenses in
connection with the services rendered by XXXXXX XXXXXXX TRUST hereunder. In
addition, any other expenses incurred by XXXXXX XXXXXXX 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 XXXXXX XXXXXXX TRUST
by the Fund upon request prior to the mailing date of such materials.
ARTICLE 3 - REPRESENTATIONS AND WARRANTIES OF XXXXXX XXXXXXX TRUST
XXXXXX XXXXXXX 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 0000 Xxx.
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.
ARTICLE 4 - REPRESENTATIONS AND WARRANTIES OF THE FUND
The Fund represents and warrants to XXXXXX XXXXXXX TRUST that:
4.1 It is a corporation duly organized and existing and in good
standing under the laws of Delaware or 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
4.3 All corporate proceedings necessary to authorize it to enter into
and perform this Agreement have been taken.
4.4 It is an investment company registered with the SEC under the
Investment Company Act of 1940, as amended (the "1940 Act").
4.5 A registration statement under the Securities Act of 1933 (the
"1933 Act") is currently effective and will remain effective, and appropriate
state securities law filings have been made and will continue to be made, with
respect to all Shares of the Fund being offered for sale.
ARTICLE 5 - DUTY OF CARE AND INDEMNIFICATION
5.1 XXXXXX XXXXXXX TRUST shall not be responsible for, and the Fund
shall indemnify and hold XXXXXX XXXXXXX 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 XXXXXX XXXXXXX 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 or which arise out of breach of any
representation or warranty of the Fund hereunder.
(c) The reliance on or use by XXXXXX XXXXXXX TRUST or its
agents or subcontractors of information, records and documents which
(i) are received by XXXXXX XXXXXXX 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 or firm on behalf of the Fund.
(d) The reliance on, or the carrying out by XXXXXX XXXXXXX
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
notice of offering of such Shares 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 XXXXXX XXXXXXX 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 XXXXXX
5
XXXXXXX TRUST as a result of the lack of good faith, negligence or willful
misconduct of XXXXXX XXXXXXX TRUST, its officers, employees or agents.
5.3 At any time, XXXXXX XXXXXXX 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 connection with the services to be performed by
XXXXXX XXXXXXX TRUST under this Agreement, and XXXXXX XXXXXXX 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. XXXXXX XXXXXXX 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 XXXXXX XXXXXXX
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. XXXXXX XXXXXXX 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.
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 XXXXXX XXXXXXX TRUST
6.1 The Fund shall promptly furnish to XXXXXX XXXXXXX TRUST the
following, unless previously furnished to Xxxx Xxxxxx Trust Company, the prior
transfer agent of the Fund:
(a) If a corporation:
6
(i) A certified copy of the resolution of the Board
of Directors of the Fund authorizing the appointment of XXXXXX
XXXXXXX TRUST and the execution and delivery of this
Agreement;
(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 XXXXXX
XXXXXXX 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;
(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 current registration statements and any amendments and
supplements thereto filed with the SEC pursuant to the requirements of
the 1933 Act or the 1940 Act;
(d) All account application forms or other documents relating
to Shareholder accounts and/or relating to any plan, program or service
offered or to be offered by the Fund; and
(e) Such other certificates, documents or opinions as XXXXXX
XXXXXXX TRUST deems to be appropriate or necessary for the proper
performance of its duties.
6.2 XXXXXX XXXXXXX TRUST hereby agrees to establish and maintain
facilities and procedures reasonably acceptable to the Fund for safekeeping of
Share certificates, check forms
7
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 XXXXXX XXXXXXX 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, XXXXXX XXXXXXX TRUST agrees that all such records prepared or
maintained by XXXXXX XXXXXXX TRUST relating to the services performed by XXXXXX
XXXXXXX 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 XXXXXX XXXXXXX 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
XXXXXX XXXXXXX TRUST and the Fund.
6.5 In case of any request or demands for the inspection of the
Shareholder records of the Fund, XXXXXX XXXXXXX TRUST will endeavor to notify
the Fund and to secure instructions from an authorized officer of the Fund as to
such inspection. XXXXXX XXXXXXX 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, as amended and restated, shall remain in full force
and effect until August 1, 2005 and from year-to-year thereafter unless
terminated by either party as provided in Section 7.2 hereof.
7.2 This Agreement may be terminated by the Fund on 60 days' written
notice, and by XXXXXX XXXXXXX 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, XXXXXX XXXXXXX 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
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 XXXXXX XXXXXXX 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 XXXXXX XXXXXXX
TRUST; provided, however, that such person or entity has and maintains the
qualifications, if any, required to perform such obligations and duties, and
that XXXXXX XXXXXXX TRUST shall be as fully responsible to the Fund for the acts
and omissions of any agent or subcontractor as it is for its own acts or
omissions under this Agreement.
ARTICLE 9 - AFFILIATIONS
9.1 XXXXXX XXXXXXX TRUST may now or hereafter, without the consent of
or notice to the Fund, function as transfer agent 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 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 XXXXXX XXXXXXX TRUST as
directors, officers, employees, agents and shareholders or otherwise, and that
the directors, officers, employees, agents and shareholders of XXXXXX XXXXXXX
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.
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 Investment Advisors Inc. or any of its
affiliates ("Additional Funds") desires to retain XXXXXX XXXXXXX TRUST to act as
transfer agent, dividend
9
disbursing agent and/or shareholder servicing agent, and XXXXXX XXXXXXX 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 XXXXXX
XXXXXXX 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 XXXXXX XXXXXXX 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 XXXXXX
XXXXXXX TRUST and the Fund issued by a surety company satisfactory to XXXXXX
XXXXXXX TRUST, except that XXXXXX XXXXXXX TRUST may accept an affidavit of loss
and indemnity agreement executed by the registered holder (or legal
representative) without surety in such form as XXXXXX XXXXXXX TRUST deems
appropriate indemnifying XXXXXX XXXXXXX 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 In the event that any check or other order for payment of money on
the account of any Shareholder or new investor is returned unpaid for any
reason, XXXXXX XXXXXXX TRUST will (a) give prompt notification to the Fund's
distributor ("Distributor") (or to the Fund if the Fund acts as its own
distributor) of such non-payment; and (b) take such other action, including
imposition of a reasonable processing or handling fee, as XXXXXX XXXXXXX TRUST
may, in its sole discretion, deem appropriate or as the Fund and, if applicable,
the Distributor may instruct XXXXXX XXXXXXX TRUST.
12.4 Any notice or other instrument authorized or required by this
Agreement to be given in writing to the Fund or to XXXXXX XXXXXXX 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]
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
TO XXXXXX XXXXXXX TRUST:
Xxxxxx Xxxxxxx Trust FSB
Harborside Financial Xxxxxx
Xxxxx Xxx
Xxxxxx Xxxx, Xxx Xxxxxx 00000
Attention: President
10
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 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 Amended and
Restated 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.
XXXXXX XXXXXXX OPEN-END FUNDS
TAXABLE MONEY MARKET FUNDS
--------------------------
1. Active Assets Government Securities Trust
2. Active Assets Institutional Government Securities Trust
3. Active Assets Institutional Money Trust
4. Active Assets Money Trust
5. Xxxxxx Xxxxxxx Liquid Asset Fund Inc.
6. Xxxxxx Xxxxxxx U.S. Government Money Market Trust
TAX-EXEMPT MONEY MARKET FUNDS
-----------------------------
7. Active Assets California Tax-Free Trust
8. Active Assets Tax-Free Trust
9. Xxxxxx Xxxxxxx California Tax-Free Daily Income Trust
10. Xxxxxx Xxxxxxx New York Municipal Money Market Trust
11. Xxxxxx Xxxxxxx Tax-Free Daily Income Trust
EQUITY FUNDS
------------
12. Xxxxxx Xxxxxxx Aggressive Equity Fund
13. Xxxxxx Xxxxxxx Allocator Fund
14. Xxxxxx Xxxxxxx American Opportunities Fund
15. Xxxxxx Xxxxxxx Biotechnology Fund
16. Xxxxxx Xxxxxxx Capital Opportunities Trust
11
17. Xxxxxx Xxxxxxx Developing Growth Securities Trust
18. Xxxxxx Xxxxxxx Dividend Growth Securities Inc.
19. Xxxxxx Xxxxxxx Equally-Weighted S&P 500 Fund
20. Xxxxxx Xxxxxxx European Growth Fund Inc.
21. Xxxxxx Xxxxxxx Financial Services Trust
22. Xxxxxx Xxxxxxx Fund of Funds
23. Xxxxxx Xxxxxxx Fundamental Value Fund
24. Xxxxxx Xxxxxxx Global Advantage Fund
25. Xxxxxx Xxxxxxx Global Dividend Growth Securities
26. Xxxxxx Xxxxxxx Global Utilities Fund
27. Xxxxxx Xxxxxxx Growth Fund
28. Xxxxxx Xxxxxxx Health Sciences Trust
29. Xxxxxx Xxxxxxx Income Builder Fund
30. Xxxxxx Xxxxxxx Information Fund
31. Xxxxxx Xxxxxxx International Fund
32. Xxxxxx Xxxxxxx International SmallCap Fund
33. Xxxxxx Xxxxxxx International Value Equity Fund
34. Xxxxxx Xxxxxxx Japan Fund
35. Xxxxxx Xxxxxxx KLD Social Index Fund
36. Xxxxxx Xxxxxxx Mid-Cap Value Fund
37. Xxxxxx Xxxxxxx Nasdaq-100 Index Fund
38. Xxxxxx Xxxxxxx Natural Resource Development Securities Inc.
39. Xxxxxx Xxxxxxx Pacific Growth Fund Inc.
40. Xxxxxx Xxxxxxx Real Estate Fund
41. Xxxxxx Xxxxxxx Small-Mid Special Value Fund
42. Xxxxxx Xxxxxxx S&P 500 Index Fund
43. Xxxxxx Xxxxxxx Special Growth Fund
44. Xxxxxx Xxxxxxx Special Value Fund
45. Xxxxxx Xxxxxxx Total Market Index Fund
46. Xxxxxx Xxxxxxx Total Return Trust
47. Xxxxxx Xxxxxxx Utilities Fund
48. Xxxxxx Xxxxxxx Value Fund
BALANCED FUNDS
--------------
49. Xxxxxx Xxxxxxx Balanced Growth Fund
50. Xxxxxx Xxxxxxx Balanced Income Fund
ASSET ALLOCATION FUND
---------------------
51. Xxxxxx Xxxxxxx Strategist Fund
TAXABLE FIXED-INCOME FUNDS
--------------------------
52. Xxxxxx Xxxxxxx Convertible Securities Trust
53. Xxxxxx Xxxxxxx Federal Securities Trust
54. Xxxxxx Xxxxxxx Flexible Income Trust
55. Xxxxxx Xxxxxxx High Yield Securities Inc.
56. Xxxxxx Xxxxxxx Limited Duration Fund
12
57. Xxxxxx Xxxxxxx Limited Duration U.S. Treasury Trust
58. Xxxxxx Xxxxxxx Quality Income Trust
59. Xxxxxx Xxxxxxx Total Return Income Securities Fund
60. Xxxxxx Xxxxxxx U.S. Government Securities Trust
TAX-EXEMPT FIXED-INCOME FUNDS
-----------------------------
61. Xxxxxx Xxxxxxx California Tax-Free Income Fund
62. Xxxxxx Xxxxxxx Limited Term Municipal Trust
63. Xxxxxx Xxxxxxx New York Tax-Free Income Fund
64. Xxxxxx Xxxxxxx Tax-Exempt Securities Trust
SPECIAL PURPOSE FUNDS
---------------------
65. Xxxxxx Xxxxxxx Select Dimensions Investment Series
66. Xxxxxx Xxxxxxx Variable Investment Series
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxx
-------------------------------
Title: Executive Vice President
-------------------------------
Attest:
Name: /s/ Xxxxxxx X. Xxxxxxx
Title: Assistant Secretary
XXXXXX XXXXXXX TRUST FSB
By: /s/ Xxxxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxxxx X. Xxxxx
-------------------------------
Title: President
-------------------------------
Attest:
Name: /s/ Xxxxxxx X. Xxxxxxx
Title: Assistant Secretary
13
SCHEDULE A
XXXXXX XXXXXXX TRUST FSB
OPEN-END FUNDS
SHAREHOLDER ACCOUNT MAINTENANCE FEES
RATES PER TRANSFER AGENCY AGREEMENT
AS OF NOVEMBER 1, 2004
Money Market Funds $17.72
o U.S. Government Money Market Trust up to 50,000 $11.23
o U.S. Government Money Market Trust over 50,000 $ 5.87
o AAA Funds $13.26
Open-end Fixed Income Funds $15.57
Open-end Equity Funds $14.95
Special Purpose Funds:
o Select Dimensions Investment Series $500 per annum per account
o Variable Investment Series $500 per annum per account
A fee equal to 1/12 of the fee set forth above, for providing Forms 1099 for
accounts closed during the year, payable following the end of the calendar year
(this does not apply to Select Dimensions Investment Series and Variable
Investment Series). Out-of-pocket expenses in accordance with Section 2.2 of the
Agreement. Fees for additional services not set forth in this Agreement shall be
as negotiated between the parties.
14
EXHIBIT A
---------
Xxxxxx Xxxxxxx Trust FSB
Harborside Financial Xxxxxx
Xxxxx Xxx
Xxxxxx Xxxx, XX 00000
Dear Sir or Madam:
The undersigned, Xxxxxx Xxxxxxx [ ] Fund a Massachusetts business trust (the
"Fund"), desires to employ and appoint Xxxxxx Xxxxxxx Trust FSB ("Xxxxxx Xxxxxxx
Trust") to act as transfer agent for each series and class of shares of the
Fund, whether now or hereafter authorized or issued ("Shares"), dividend
disbursing agent and shareholder servicing agent, registrar and agent in
connection with any accumulation, open-account or similar plan provided to the
holders of Shares, including without limitation any periodic investment plan or
periodic withdrawal plan.
The Fund hereby agrees that, in consideration for the payment by the Fund to
Xxxxxx Xxxxxxx Trust of fees as set out in the fee schedule attached hereto as
Schedule A, Xxxxxx Xxxxxxx 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 Xxxxxx Xxxxxxx 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,
XXXXXX XXXXXXX [ ] FUND
By:
------------------------------
Title:
------------------------------
Date:
------------------------------
Accepted and agreed to:
XXXXXX XXXXXXX TRUST FSB
By:
------------------------------
Title:
------------------------------
Date:
------------------------------
