▇▇▇▇▇▇ ▇▇▇▇▇▇▇ CLOSED-END FUNDS
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TRUST FSB
AMENDEND AND RESTATED
TRANSFER AGENCY AND SERVICE AGREEMENT
AMENDED AND RESTATED AGREEMENT made as of the 1st day of September, 2000,
and amended on November 1, 2004, by and between each of the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Closed-end Funds listed on the signature page 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 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TRUST FSB ("▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TRUST"), a
federally chartered savings bank, having its principal office and place of
business at Harborside Financial Center, Plaza Two, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇.
WHEREAS, the Fund desires to appoint ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TRUST as its transfer
agent, dividend disbursing agent, shareholder servicing agent, registrar and
agent in connection with the Fund's Dividend Reinvestment Plan and ▇▇▇▇▇▇
▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TRUST
1.1 Subject to the terms and conditions set forth in this Agreement, the
Fund hereby employs and appoints ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TRUST to act as, and ▇▇▇▇▇▇
▇▇▇▇▇▇▇ TRUST agrees to act as, the transfer agent for each series and class of
shares of the Fund ("SHARES"), dividend disbursing agent, shareholder servicing
agent, registrar and agent in connection with the Fund's Dividend Reinvestment
Plan (the "PLAN").
1.2 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TRUST, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TRUST
shall:
(i) In accordance with instructions from the Fund given by
Certificate of the Secretary of the Fund, issue Shares upon receipt of
payment therefor, and issue certificates therefore or hold such Shares
in book form in the appropriate Shareholder account;
(ii) Effect transfers of Shares by the registered owners thereof
upon receipt of appropriate instructions;
(iii) Prepare and transmit payments for dividends and
distributions declared by the Fund in accordance with instructions and
serve as the plan agent for the Plan and purchase and issue shares in
accordance with such Plan;
(iv) Maintain records of account for and advise the Fund and its
Shareholders as to the foregoing;
(v) 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. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TRUST shall also provide to the Fund
on a regular basis the total number of Shares which 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, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TRUST shall:
(i) perform all of the customary services of a transfer agent,
dividend disbursing agent, registrar and, as relevant, shareholder
servicing agent, including but not limited to, maintaining all
Shareholder accounts, preparing Shareholder meeting lists, mailing
proxies, receiving and tabulating proxies, mailing shareholder
reports, 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 tax authorities for all
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) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TRUST shall provide such additional services and
functions not specifically described herein as may be mutually agreed
between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TRUST and the Fund. Procedures applicable to such
services may be established from time to time by agreement between the Fund
and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TRUST.
2
ARTICLE 2 - FEES AND EXPENSES
2.1 For performance by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TRUST pursuant to this Agreement,
each Fund agrees to pay ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 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 ▇▇▇▇▇▇
▇▇▇▇▇▇▇ TRUST.
2.2 In addition to the fees paid under Section 2.1 above, the Fund agrees
to reimburse ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TRUST for out-of-pocket expenses or advances
incurred by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TRUST in connection with the services rendered by
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TRUST hereunder. In addition, any other expenses incurred by
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TRUST
by the Fund upon request prior to the mailing date of such materials.
ARTICLE 3 - REPRESENTATIONS AND WARRANTIES OF ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TRUST
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 ▇▇▇▇ ▇▇▇.
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
3
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.
3.6 It complies and will continue to comply with New York Stock Exchange
Rule 496.
ARTICLE 4 - REPRESENTATIONS AND WARRANTIES OF THE FUND
The Fund represents and warrants to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TRUST that:
4.1 It is a corporation duly organized and existing and in good standing
under the laws of 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.
4.3 All corporate proceedings necessary to authorize it to enter into and
perform this Agreement have been taken.
4.4 It is a closed-end investment company registered with the SEC under the
Investment Company Act of 1940, as amended (the "1940 ACT).
ARTICLE 5 - DUTY OF CARE AND INDEMNIFICATION
5.1 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TRUST shall not be responsible for, and the Fund shall
indemnify and hold ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TRUST harmless from and against, any and all
losses, damages, costs, charges, counsel fees, payments, expenses and liability
arising out of or attributable to:
(d) All actions of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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.
(e) 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.
(f) The reliance on or use by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TRUST or its agents or
subcontractors of information, records and documents which (i) are received
by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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
4
other person of firm on behalf of the Fund.
(g) The reliance on, or the carrying out by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TRUST or
its agents or subcontractors of, any instructions or requests of the Fund.
(h) 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 such Shares be registered 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TRUST as a result of the lack of good
faith, negligence or willful misconduct of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TRUST, its officers,
employees or agents.
5.3 At any time ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇
▇▇▇▇▇▇▇ TRUST under this Agreement, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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
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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TRUST
6.1 The Fund shall promptly furnish to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TRUST the following,
unless previously furnished to ▇▇▇▇ ▇▇▇▇▇▇ Trust Company, the prior transfer
agent of the Fund:
(a) If a corporation:
(i) A certified copy of the resolution of the Board of
Directors of the Fund authorizing the appointment of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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
6
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 registration statements and any amendments and supplements
thereto filed with the SEC pursuant to the requirements of the 1933 Act and
the 1940 Act;
(d) All account application forms, if any, or other documents
relating to Shareholder accounts and/or relating to any dividend
reinvestment plan or other service offered or to be offered by the Fund;
and
(e) Such other certificates, documents or opinions as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
TRUST deems to be appropriate or necessary for the proper performance of
its duties.
6.2 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TRUST hereby agrees to establish and maintain facilities
and procedures reasonably acceptable to the Fund for safekeeping of Share
certificates, check forms 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TRUST agrees that all such records prepared or
maintained by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TRUST relating to the services to be performed by
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TRUST and the Fund.
6.5 In case of any request or demands for the inspection of the Shareholder
records of the Fund, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TRUST will endeavor to notify the Fund and
to secure instructions from an authorized officer of the Fund as to such
inspection. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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.
7
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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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.
8.2 This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.
8.3 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TRUST; PROVIDED,
HOWEVER, that such person or entity has and maintains the qualifications, if
any, required to perform such obligations and duties and that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TRUST may now or hereafter, without the consent of or
notice to the Fund, function as transfer agent, registrar 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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),
8
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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TRUST as
directors, officers, employees, agents and shareholders or otherwise, and that
the directors, officers, employees, agents and shareholders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Investment Advisors Inc. ("ADDITIONAL FUNDS")
desires to retain ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TRUST to act as transfer agent, dividend
disbursing agent and/or shareholder servicing agent, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇
▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇
▇▇▇▇▇▇▇ TRUST and the Fund issued by a surety company satisfactory to ▇▇▇▇▇▇
▇▇▇▇▇▇▇ TRUST, except that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TRUST may accept an affidavit of loss
and indemnity agreement executed by the registered holder (or legal
representative) without surety in such form as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TRUST deems
appropriate indemnifying ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 Any notice or other instrument authorized or required by this
Agreement to be given in writing to the Fund or to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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.
9
TO THE FUND:
[Name of Fund]
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
TO ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TRUST:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Trust FSB
Harborside Financial Center, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attention: President
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.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ CLOSED-END FUNDS
TAXABLE FIXED-INCOME CLOSED-END FUNDS
1. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Government Income Trust
2. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Income Securities Inc.
3. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Prime Income Trust
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TAX-EXEMPT FIXED-INCOME CLOSED-END FUNDS
4. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ California Insured Municipal Income Trust
5. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ California Quality Municipal Securities
6. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Insured California Municipal Securities
7. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Insured Municipal Bond Trust
8. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Insured Municipal Income Trust
9. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Insured Municipal Securities
10. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Insured Municipal Trust
11. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Municipal Income Opportunities Trust
12. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Municipal Income Opportunities Trust II
13. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Municipal Income Opportunities Trust III
14. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Municipal Premium Income Trust
15. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ New York Quality Municipal Securities
16. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Quality Municipal Income Trust
17. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Quality Municipal Investment Trust
18. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Quality Municipal Securities
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------
Title: Executive Vice President
--------------------------
ATTEST:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------
Title: Assistant Secretary
-----------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TRUST FSB
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------
Title: President
--------------------------
ATTEST:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------
Title: Assistant Secretary
-----------------------
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SCHEDULE A
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TRUST FSB
CLOSED-END FUNDS
SHAREHOLDER ACCOUNT MAINTENANCE FEES
RATES PER TRANSFER AGENCY AGREEMENT
AS OF NOVEMBER 1, 2004
Closed-end Funds $ 11.51
- Prime Income Trust $ 11.80
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.
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.
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EXHIBIT A
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Trust FSB
Harborside Financial ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear Sir or Madam:
The undersigned, (NAME OF INVESTMENT COMPANY), a (Maryland
corporation/Massachusetts business trust) (the "FUND"), desires to employ and
appoint ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Trust FSB ("▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TRUST") to act as transfer
agent for each series and class of shares of the Fund, dividend disbursing agent
shareholder servicing agent, registrar and agent in connection with the Fund's
Dividend Reinvestment Plan.
The Fund hereby agrees that, in consideration for the payment by the Fund to
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TRUST of fees as set out in the fee schedule attached hereto as
Schedule A, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ [ ] FUND
By:
--------------------------
Name:
--------------------------
Title:
--------------------------
ACCEPTED AND AGREED TO:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TRUST FSB
By:
-----------------------
Name:
-----------------------
Title:
-----------------------
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