AMENDMENT TO JOHN HANCOCK CLOSED END FUNDS SERVICE AGREEMENT FOR TRANSFER AGENT SERVICES
THIS AMENDMENT (this “Amendment”), dated July 1, 2007, is entered into between Mellon Investor
Services LLC, a New Jersey limited liability company (“Mellon”), and Xxxx Xxxxxxx Patriot Premium
Dividend Fund I, Xxxx Xxxxxxx Patriot Premium Dividend Fund II, Xxxx Xxxxxxx Patriot Preferred
Dividend Xxxx, Xxxx Xxxxxxx Patriot Global Dividend Xxxx, Xxxx Xxxxxxx Patriot Select Dividend
Trust, Xxxx Xxxxxxx Investors Trust, Xxxx Xxxxxxx Income Securities Trust, Xxxx Xxxxxxx Bank and
Thrift Opportunity Xxxx, Xxxx Xxxxxxx Preferred Income Fund I, Xxxx Xxxxxxx Preferred Income Fund
II, Xxxx Xxxxxxx Preferred Income Fund III and Xxxx Xxxxxxx Tax-Advantaged Dividend Income Fund,
each a Massachusetts Business Trust and a Maryland corporation (each a “Client” and collectively
the “Clients”).
WHEREAS, Mellon and the Clients entered into that certain Service Agreement for Transfer Agent
Services dated June 1, 2002, as amended (the “Agreement”), pursuant to which Mellon is providing
transfer agent and related services to the Clients. Capitalized terms used herein, but not
otherwise defined herein, shall have the meanings set forth in the Agreement.
WHEREAS, Xxxx Xxxxxxx Patriot Premium Dividend Fund I, Xxxx Xxxxxxx Patriot Global Dividend Fund
and Xxxx Xxxxxxx Patriot Preferred Dividend Fund (collectively, the “Terminated Funds”) have merged
into Xxxx Xxxxxxx Patriot Premium Dividend Fund II, and Mellon and 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. | Amendments. |
(a) | The Agreement, including the applicable Exhibits, is hereby terminated solely with respect to the Terminated Funds. | ||
(b) | Exhibit D of the Agreement is amended to replace the Fee Schedule to Xxxx Xxxxxxx Patriot Premium Dividend Fund II with the revised Exhibit D-l attached hereto. | ||
(c) | Exhibit D of the Agreement is hereby amended to replace the Investor Plan Services Fee Schedule for each of the Clients with revised Exhibit D-2 attached hereto. |
2. | Term of the Amendment. This Amendment shall become effective on the date hereof, 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. |
1
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.
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, Mellon and the Clients have caused these presents to be duly executed as of the
day and year first above written.
MELLON INVESTOR SERVICES LLC
By: | /s/ Xxxxxx XxXxxxxx | |||
Name: | Xxxxxx XxXxxxxx | |||
Title: | Relationship Manager | |||
XXXX XXXXXXX PATRIOT PREMIUM DIVIDEND FUND I
XXXX XXXXXXX PATRIOT PREMIUM DIVIDEND FUND II
XXXX XXXXXXX PATRIOT PREFERRED DIVIDEND FUND
XXXX XXXXXXX PATRIOT GLOBAL DIVIDEND FUND
XXXX XXXXXXX PATRIOT SELECT DIVIDEND TRUST
XXXX XXXXXXX INVESTORS TRUST
XXXX XXXXXXX INCOME SECURITIES TRUST
XXXX XXXXXXX BANK AND THRIFT OPPORTUNITY FUND
XXXX XXXXXXX PREFERRED INCOME FUND I
XXXX XXXXXXX PREFERRED INCOME FUND II
XXXX XXXXXXX PREFERRED INCOME FUND III
XXXX XXXXXXX TAX-ADVANTAGED DIVIDEND INCOME FUND
XXXX XXXXXXX PATRIOT PREMIUM DIVIDEND FUND II
XXXX XXXXXXX PATRIOT PREFERRED DIVIDEND FUND
XXXX XXXXXXX PATRIOT GLOBAL DIVIDEND FUND
XXXX XXXXXXX PATRIOT SELECT DIVIDEND TRUST
XXXX XXXXXXX INVESTORS TRUST
XXXX XXXXXXX INCOME SECURITIES TRUST
XXXX XXXXXXX BANK AND THRIFT OPPORTUNITY FUND
XXXX XXXXXXX PREFERRED INCOME FUND I
XXXX XXXXXXX PREFERRED INCOME FUND II
XXXX XXXXXXX PREFERRED INCOME FUND III
XXXX XXXXXXX TAX-ADVANTAGED DIVIDEND INCOME FUND
By: | /s/ Xxxxxx X. Xxxxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxxxx | |||
Title: | Assistant Secretary |
2
Exhibit D-l FEE SCHEDULE TO
Xxxx Xxxxxxx Patriot Premium Dividend II
Initial Term of Agreement:
|
One (1) Year | |||
Fees Not Subject to Increase (During initial term only) |
One (1) Year | |||
Administration & Account Maintenance |
||||
Administration (Per month)
|
$ | |||
Mellon 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, stock option exercises, cash and stock dividends, etc. OFAC Reporting Fee (Per month) (the Administration and Account Maintenance fees cover all of the services, and are subject to the allowances, listed below) |
Allowance | Fee | |
Number of active accounts maintained
|
$/year | |
Number of inactive accounts maintained
|
% of Active a/c |
Fee | ||||
Number of dividend reinvestment accounts maintained
|
$ | |||
Number of legal review items processed
|
$ | |||
Number of certificates issued and book entry credits |
||||
Number of certificates cancelled and book entry debits |
||||
Number of additional mailings per year (including one enclosure)
|
See Below | |||
Number of reports, analyses, lists, or labels
|
See Below | |||
Number of Inspectors of Election
|
$ | |||
Number of respondent bank omnibus proxies
|
$ | |||
Number of shareholder telephone calls handled by
Interactive Voice Response System |
||||
Number of shareholder telephone calls transferred out of
the IVR to aCustomer Service Representative |
||||
Number of correspondence items responding to shareholder inquiries |
||||
Number of Investor ServiceDirect® transactions |
||||
(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) |
||||
Number of state mandated due diligence mailings for lost property , as required |
||||
Number of SEC mandated lost shareholder database searches |
||||
MLink Administration fee (Electronic delivery of material) |
||||
Evote Administration fee |
||||
Telephone Votes |
||||
Internet |
Dividend Disbursement Fee
Number of dividends processed per year (including one enclosure)
(the dividend disbursement fee includes all of the services listed below)
Number of dividends processed per year (including one enclosure)
(the dividend disbursement fee includes all of the services listed below)
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) to 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 |
Xxxx Xxxxxxx Patriot Premium Dividend II
Fee Schedule — Page 2
Fee Schedule — Page 2
Escheatment Services | ||||
Annual Compliance Services |
||||
SEC mandated electronic database and new address retrieval mailing |
$ | |||
(subject to the following minimum) |
$ | |||
Each state mandated due diligence mailing |
$ | |||
(subject to the following minimum) |
$ | |||
In-Depth Search and Location Services |
||||
(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 property that has become escheatable since the last filing
date
Assist in reviewing state regulations to determine if there have been
any changes in reporting procedures
Reporting and remitting property to states
CLIENT SERVICE DIRECT® System Access
(the Client ServiceDirect fee includes all of the services listed below)
(the Client ServiceDirect fee includes all of the services listed below)
• | Providing client access to Mellon’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 shares, each |
$ | |||
DRS/Profile reject fee, each |
$ | 0 | ||
DRS/Profile Broker Authorization Form, each |
$ |
Xxxx Xxxxxxx Patriot Premium Dividend II
Fee Schedule — Page 3
Fee Schedule — Page 3
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 all of the services listed below) |
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
Posting bank information to accounts
Creating pre-note transactions and sending to clearinghouse
Following up on rejects
Produce and mail checks for returned items
Xxxx Xxxxxxx Patriot Premium Dividend II
Fee Schedule — Page 4
Fee Schedule — Page 4
ADDITIONAL SERVICES AVAILABLE UPON REQUEST
SHAREHOLDER LISTS AND ANALYSES |
||||
(Minimum charge for each of the below services) |
$ | |||
Lists, per name listed |
$ | |||
Labels, per label printed |
$ | |||
Analysis, per name passed on database |
$ | |||
Analysis, per name listed in report |
$ | |||
Custom Lists or Analyses |
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 |
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, fulfillment, |
||||
printing and media placement) |
||||
Mailing Quarterly or Periodic Reports |
||||
Maintaining Mail Lists |
||||
Secondary Offerings or Closings |
||||
Stock Splits and Stock Dividends |
||||
Special Meetings |
||||
Survey Tabulation |
Xxxx Xxxxxxx Patriot Premium Dividend II
Fee Schedule — Page 5
Fee Schedule — Page 5
ADDITIONAL SERVICES PROVIDED BY MELLON
In addition to transfer agent services, Mellon 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
Direct Purchase & Dividend Reinvestment 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
Corporate Stock Buy-Back Services
Custodial Services
Direct Purchase & Dividend Reinvestment 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
Xxxx Xxxxxxx Patriot Premium Dividend II
Fee Schedule — Page 6
Fee Schedule — Page 6
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 DTC are billed in addition to the above fees. All charges and fees, out of pocket
costs, expenses and disbursements of Mellon are due and payable by Client upon receipt of an
invoice from Mellon.
With respect to any shareholder mailing processed by Mellon, 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.
Share Sale Program: Client may appoint Mellon to administer, through Mellon’s affiliate, Mellon
Bank, N.A., a program allowing Client’s shareholders to liquidate book-entry shares, held in the
Direct Registration System (“DRS”), pursuant to the Client’s stock purchase and/or dividend
reinvestment plan. The charge for each such sale, and the process for selling such shares, shall be
as described in the Client’s plan. If Client does not have a separate stock purchase or dividend
reinvestment plan, then Client hereby appoints and directs Mellon to implement and administer,
through Mellon Bank, N.A., a share selling program allowing Client’s shareholders to liquidate DRS
shares. The transaction fee for each such sale shall be $ plus $ per share. Under the program,
upon receipt of a sell request by a registered shareholder, Mellon Bank, N.A. will process the
request through FutureShare Financial (“FSF”), a registered broker/dealer and member of NASD/SIPC
and an affiliate of Mellon. Proceeds of the sale will be sent to the shareholder in the form of a
check (less the transaction fee). Sale requests will typically be combined with other sale requests
received from Client shareholders and shares will be submitted in bulk to FSF for sale. Shares will
be sold usually within one business day of Mellon’s receipt of the sale request, but in no event
more than five business days (except where deferral is necessary under state or federal
regulations). The price per share received by the selling shareholder will equal the market price
Mellon receives for the shares (or if more than one bulk trade is executed on the day the shares
are sold, then the price per share shall equal the weighted average market price received for all
Client shares sold that day).
Offering Administration Fee: A minimum fee of $ 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 Mellon, 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 $ each. This fee is in addition to any fees Mellon 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 Mellon 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 Mellon a fee for
deconversion services (e.g., providing shareholder lists and files, producing and shipping records,
answering successor agent inquiries). This fee shall be based on Mellon’s then-current deconversion
fee schedule. Mellon may withhold the Client’s records, reports and unused certificate stock
pending Client’s payment in full of all fees and expenses owed to Mellon 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 Mellon’s expenses (including the cost of external or internal counsel) in resolving such
matters; provided that any legal expenses charged to the Client shall be reasonable.
Xxxx Xxxxxxx Patriot Premium Dividend II
Fee Schedule — Page 7
Fee Schedule — Page 7
In the event any federal, state or local laws, rules or regulations are enacted that require Mellon
to (i) make any adjustments and/or modifications to its current system, or (ii) provide additional
services to Client for which Mellon is not being compensated hereunder, then Client shall
compensate Mellon (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 Mellon’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 Mellon hereunder that
are not set forth above will be based on Mellon’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.
Xxxx Xxxxxxx Patriot Premium Dividend II
Fee Schedule — Page 8
Fee Schedule — Page 8