INVESTOR SERVICING AGREEMENT
AGREEMENT made as of the 3rd day of June, 1991, between
each of the Xxxxxx Funds listed in Appendix A hereto (as the same
may from time to time be amended to add one or more additional
Xxxxxx Funds or to delete one or more of such Funds), each of
such Funds acting severally on its own behalf and not jointly
with any of such other Funds (each of such Funds being
hereinafter referred to as the "Fund"), and The Xxxxxx Management
Company, Inc. (the "Manager"), a Delaware corporation, and Xxxxxx
Fiduciary Trust Company (the "Agent"), a Massachusetts trust
company.
W I T N E S S E T H:
WHEREAS, the Fund is an investment company registered
under the Investment Company Act of 1940; and
WHEREAS, the Fund desires to engage the Manager and the
Agent to provide all services required by the Fund in connection
with the establishment, maintenance and recording of shareholder
accounts, including without limitation all related tax and other
reporting requirements, and the implementation of investment and
redemption arrangements offered in connection with the sale of
the Fund's shares; and
WHEREAS, the Agent, an affiliate of the Manager, is
willing to provide such services on the terms and subject to the
conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants set forth herein, the parties hereto agree as
follows:
1. APPOINTMENT.
The Fund hereby appoints the Agent as its "Investor
Servicing Agent" on the terms and conditions set forth herein.
In such capacity the Agent shall act as transfer, distribution
disbursing and redemption agent for the Fund and shall act as
agent for the shareholders of the Fund in connection with the
various shareholder investment and/or redemption plans from time
to time made available to shareholders. The Agent hereby accepts
such appointment and agrees to perform the respective duties and
functions of such offices in accordance with the terms of this
agreement and in a manner generally consistent with the practices
and standards customarily followed by other high quality investor
servicing agents for registered investment companies.
Notwithstanding such appointment, however, the parties
agree that the Manager may, upon thirty (30) days prior written
notice to the Fund, assume such appointment and perform such
duties and functions itself. Pending any such assumption,
however, the Manager hereby guarantees the performance of the
Agent hereunder and shall be fully responsible to the Fund,
financially and otherwise, for the performance by the Agent of
its agreements contained herein.
2. GENERAL AUTHORITY AND DUTIES.
By its acceptance of the foregoing appointment, the Agent
shall be responsible for performing all functions and duties
which, in the reasonable judgment of the Fund, are necessary or
desirable in connection with the establishment, maintenance and
recording of the Fund's shareholder accounts and the conduct of
its relations with shareholders with respect to their accounts.
Without limiting the generality of the foregoing, the Agent shall
be responsible:
(a) as transfer agent, for performing all functions
customarily performed by transfer agents for registered
investment companies, including without limitation all
functions necessary or desirable to establish and maintain
accounts evidencing the ownership of securities issued by
the Fund and, to the extent applicable, the issuance of
certificates representing such securities, the recording of
all transactions pertaining to such accounts, and effecting
the issuance and redemption of securities issued by the
Fund;
(b) as distribution disbursing agent, for performing
all functions customarily performed by distribution
disbursing agents for registered investment companies,
including without limitation all functions necessary or
desirable to effect the payment to shareholders of
distributions declared from time to time by the Trustees of
the Fund;
(c) as redemption agent for the Fund, for performing
all functions necessary or desirable to effect the
redemption of securities issued by the Fund and payment of
the proceeds thereof; and
(d) as agent for shareholders of the Fund, performing
all functions necessary or desirable to maintain all plans
or arrangements from time to time made available to
shareholders to facilitate the purchase or redemption of
securities issued by the Fund.
In performing its duties hereunder, in addition to the
provisions set forth herein, the Agent shall comply with the
terms of the Declaration of Trust, the Bylaws and the current
Prospectus and Statement of Additional Information of the Fund,
and with the terms of votes adopted from time to time by the
Trustees and shareholders of the Fund, relating to the subject
matters of this Agreement, all as the same may be amended from
time to time.
3. STANDARD OF SERVICE; COMPLIANCE WITH LAWS.
The Agent will use its best efforts to provide high
quality services to the Fund's shareholders and in so doing will
seek to take advantage of such innovations and technological
improvements as may be appropriate or desirable with a view to
improving the quality and, where possible, reducing the cost of
its services to the Fund. In performing its duties hereunder,
the Agent shall comply with the provisions of all applicable laws
and regulations and shall comply with the requirements of any
governmental authority, having jurisdiction over the Agent or the
Fund with respect to the duties of the Agent hereunder.
4. COMPENSATION.
The Fund shall pay to the Agent, for its services rendered
and its costs incurred in connection with the performance of its
duties hereunder, such compensation and reimbursements as may
from time to time be approved by vote of the Trustees of the
Fund.
5. DUTY OF CARE; INDEMNIFICATION.
The Agent will at all times act in good faith and exercise
reasonable care in performing its duties hereunder. The Agent
will not be liable or responsible for delays of errors resulting
from circumstances beyond its control, including acts of civil or
military authorities, national emergencies, labor difficulties,
fire, mechanical breakdown beyond its control, flood or
catastrophe, acts of God, insurrection, war, riots or failure
beyond its control of transportation, communication or power
supply.
The Agent may rely on certifications of the Clerk, the
President, the Vice Chairman, the Executive Vice President, the
Senior Vice President or the Treasurer of the Fund as to any
action taken by the shareholders or trustees of the Fund, and
upon instructions not inconsistent with this Agreement received
from the President, Vice Chairman, the Executive Vice President,
the Senior Vice President or the Treasurer of the Fund. If any
officer of the Fund shall no longer be vested with authority to
sign for the Fund, written notice thereof shall forthwith be
given to the Agent by the Fund and, until receipt of such notice
by it, the Agent shall be entitled to recognize and act in good
faith upon certificates or other instruments bearing the
signatures or facsimile signatures of such officers. The Agent
may request advice of counsel for the Fund, at the expense of the
Fund, with respect to the performance of its duties hereunder.
The Fund will indemnify and hold the Agent harmless from
any and all losses, claims, damages, liabilities and expenses
(including reasonable fees and expenses of counsel) arising out
of (i) any action taken by the Agent in good faith consistent
with the exercise of reasonable care in accordance with such
certifications, instructions or advice, (ii) any action taken by
the Agent in good faith consistent with the exercise of
reasonable care in reliance upon any instrument or certificate
for securities believed by it (a) to be genuine, and (b) to be
executed by any person or persons authorized to execute the same;
PROVIDED, HOWEVER, that the Agent shall not be so indemnified in
the event of its failure to obtain a proper signature guarantee
to the extent the same is required by the Declaration of Trust,
Bylaws, current Prospectus or Statement of Additional Information
of the Fund or a vote of the Trustees of the Fund, and such
requirement has not been waived by vote of the Trustees of the
Fund, or (iii) any other action taken by the Agent in good faith
consistent with the exercise of reasonable care in connection
with the performance of its duties hereunder.
In the event that the Agent proposes to assert the right
to be indemnified under this Section 5 in connection with any
action, suit or proceeding against it, the Agent shall promptly
after receipt of notice of commencement of such action, suit or
proceeding notify the Fund of the same, enclosing a copy of all
papers served. In such event, the Fund shall be entitled to
participate in such action, suit or proceeding, and, to the
extent that it shall wish, to assume the defense thereof, and
after notice from the Fund to the Agent of its election so to
assume the defense thereof the Fund shall not be liable to the
Agent for any legal or other expenses. The parties shall
cooperate with each other in the defense of any such action, suit
or proceeding. In no event shall the Fund be liable for any
settlement of any action or claim effected without its consent.
6. MAINTENANCE OF RECORDS.
The Agent will maintain and preserve all records relating
to its duties under this Agreement in compliance with the
requirements of applicable statutes, rules and regulations,
including, without limitation, Rule 31a-1 under the Investment
Company Act of 1940. Such records shall be the property of the
Fund and shall at all times be available for inspection and use
by the officers and agents of the Fund. The Agent shall furnish
to the Fund such information pertaining to the shareholder
accounts of the Fund and the performance of its duties hereunder
as the Fund may from time to time request. The Agent shall
notify the Fund promptly of any request or demand by any third
party to inspect the records of the Fund maintained by it and
will act upon the instructions of the Fund in permitting or
refusing such inspection.
7. FUND ACCOUNTS.
All moneys of the Fund from time to time made available
for the payment of distributions to shareholders or redemptions
of shares, or otherwise coming into the possession or control of
the Agent or its officers, shall be deposited and held in one or
more accounts maintained by the Agent solely for the benefit of
the Funds.
8. INSURANCE.
The Agent will at all times maintain in effect insurance
coverage, including, without limitation, Errors and Omissions,
Fidelity Bond and Electronic Data Processing coverages, at levels
of coverage consistent with those customarily maintained by other
high quality investor servicing agents for registered investment
companies and with such policies as the Trustees of the Fund may
from time to time adopt.
9. EMPLOYEES.
The Agent shall be responsible for the employment, control
and conduct of its agents and employees and for injury to such
agents or employees or to others caused by such agents or
employees. The Agent shall assume full responsibility for its
agents and employees under applicable statutes and agrees to pay
all applicable employer taxes thereunder with respect to such
agents and employees, and such agents and employees shall in no
event be considered to be agents or employees of the Fund.
10. TERMINATION.
This Agreement shall continue indefinitely until
terminated by not less than ninety (90) days prior written notice
given by the Fund to the Agent, or by not less than six months
prior written notice given by the Agent to the Fund.
In the event that in connection with any such termination
a successor to any of the Agent's duties or responsibilities
hereunder is designated by the Fund by written notice to the
Agent, the Agent will cooperate fully in the transfer of such
duties and responsibilities, including provision for assistance
by the Agent's personnel in the establishment of books, records
and other data by such successor. The Fund will reimburse the
Agent for all expenses incurred by the Agent in connection with
such transfer.
11. MISCELLANEOUS.
This Agreement shall be construed and enforced in
accordance with and governed by the laws of The Commonwealth of
Massachusetts.
The captions in this Agreement are included for
convenience of reference only and in no way define or limit any
of the provisions of this Agreement or otherwise affect their
construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall
be deemed an original, but all of which taken together shall
constitute one and the same instrument.
A copy of the Declaration of Trust (including any
amendments thereto) 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 Trustees of the
Fund as Trustees and not individually and that the obligations of
or arising out of this instrument are not binding upon any of the
Trustees or officers or shareholders individually, but binding
only upon the assets and property of the Fund.
IN WITNESS WHEREOF, the parties have caused this Agreement
to be executed by their duly authorized officers as of the date
and year first above written.
THE XXXXXX FUNDS, listed on Appendix A
/s/Xxxxxxx X. Xxxxxx
By -----------------------------------
Xxxxxxx X. Xxxxxx
Executive Vice President
XXXXXX FIDUCIARY TRUST COMPANY
/s/Xxxx X. Xxxxxx
By -----------------------------------
Xxxx X. Xxxxxx
President
THE XXXXXX MANAGEMENT COMPANY, INC.
/s/Xxxxxx X. Silver
By -----------------------------------
Xxxxxx X. Silver
Senior Managing Director
APPENDIX A
Xxxxxx American Government Income Fund
Xxxxxx Arizona Tax Exempt Income Fund
Xxxxxx Asia Pacific Growth Fund
Xxxxxx Asset Allocation Funds
- Balanced Portfolio
- Conservative Portfolio
- Growth Portfolio
Xxxxxx Balanced Retirement Fund
Xxxxxx California Investment Grade Municipal Trust
Xxxxxx California Tax Exempt Income Fund
Xxxxxx California Tax Exempt Money Market Fund
Xxxxxx Capital Appreciation Fund
Xxxxxx Convertible Income-Growth Trust
Xxxxxx Convertible Opportunities and Income Trust
Xxxxxx Diversified Equity Trust
Xxxxxx Diversified Income Trust
Xxxxxx Dividend Income Fund
Xxxxxx Equity Income Fund
Xxxxxx Europe Growth Fund
Xxxxxx Florida Tax Exempt Income Fund
Xxxxxx Funds Trust
-Putnam Asia Pacific Fund II
-Putnam Equity Fund 98
-Xxxxxx Growth Fund
-Xxxxxx High Yield Total Return
-Putnam High Yield Trust II
-Putnam International Growth and Income Fund
-Xxxxxx Investment Fund 98
-Putnam Latin America Fund
-Putnam U.S. Core Fund
-Putnam Value Fund
The Xxxxxx Xxxxxx Fund of Boston
Xxxxxx Global Governmental Income Trust
Xxxxxx Global Growth Fund
Xxxxxx Global Natural Resources Fund
The Xxxxxx Fund for Growth and Income
Xxxxxx Growth and Income Fund II
Putnam Health Sciences Trust
Xxxxxx High Income Convertible and Bond Fund
Putnam High Quality Bond Fund
Xxxxxx High Yield Advantage Fund
Xxxxxx High Yield Trust
Xxxxxx High Yield Municipal Trust
Putnam Income Fund
Putnam U.S. Intermediate Government Income Trust
Putnam International Growth Fund
Xxxxxx Investment Funds
-Xxxxxx Balanced Fund
-Xxxxxx Capital Opportunities Fund
-Xxxxxx Emerging Markets Fund
-Xxxxxx Global Equity Fund
-Xxxxxx Global Growth and Income Fund
-Xxxxxx Growth Opportunities Fund
-Xxxxxx International Fund
-Xxxxxx International New Opportunities Fund
-Xxxxxx International Voyager Fund
-Xxxxxx New Value Fund
-Xxxxxx Research Fund
-Xxxxxx Small Cap Value Fund
-Putnam U.S. Core Fund II
Xxxxxx Investment Grade Municipal Trust
Xxxxxx Investment Grade Municipal Trust II
Xxxxxx Investment Grade Municipal Trust III
Xxxxxx Investors Fund
Xxxxxx Managed High Yield Trust
Xxxxxx Managed Municipal Income Trust
Xxxxxx Massachusetts Tax Exempt Income Fund
Xxxxxx Master Income Trust
Xxxxxx Master Intermediate Income Trust
Xxxxxx Michigan Tax Exempt Income Fund
Xxxxxx Minnesota Tax Exempt Income Fund
Xxxxxx Money Market Fund
Xxxxxx Municipal Income Fund
Xxxxxx Municipal Opportunities Trust
Xxxxxx New Jersey Tax Exempt Income Fund
Xxxxxx New Opportunities Fund
Xxxxxx New York Investment Grade Municipal Trust
Xxxxxx New York Tax Exempt Income Fund
Xxxxxx New York Tax Exempt Money Market Fund
Xxxxxx New York Tax Exempt Opportunities Fund
Xxxxxx Ohio Tax Exempt Income Fund
Xxxxxx OTC & Emerging Growth Fund
Xxxxxx Pennsylvania Tax Exempt Income Fund
Xxxxxx Preferred Income Fund
Xxxxxx Premier Income Trust
Xxxxxx Strategic Income Fund
Xxxxxx Tax Exempt Income Fund
Xxxxxx Tax Exempt Money Market Fund
Xxxxxx Tax-Free Health Care Fund
Xxxxxx Tax-Free Income Trust
-Tax-Free High Yield Fund
-Tax-Free Insured Fund
Putnam Tax Managed Funds Trust
-Xxxxxx U.S. Core Tax Managed Fund
Putnam U.S. Government Income Trust
Putnam Utilities Growth and Income Fund
Xxxxxx Variable Trust
-Xxxxxx VT Asia Pacific Growth Fund
-Xxxxxx VT Diversified Income Fund
-Xxxxxx VT Global Asset Allocation Fund
-Xxxxxx VT Global Growth Fund
-Xxxxxx VT Growth & Income Fund
-Xxxxxx VT Health Sciences Fund
-Xxxxxx VT High Yield Fund
-Xxxxxx VT Investors Fund
-Xxxxxx VT International Growth Fund
-Xxxxxx VT International Growth and Income Fund
-Xxxxxx VT International New Opportunities Fund
-Xxxxxx VT Money Market Fund
-Xxxxxx VT New Opportunities Fund
-Xxxxxx VT New Value Fund
-Xxxxxx VT OTC & Emerging Growth Fund
-Xxxxxx VT Research Fund
-Xxxxxx VT Small Cap Value Fund
-Xxxxxx VT The Xxxxxx Xxxxxx Fund of Boston
-Putnam VT U.S. Government and High Quality Bond Fund
-Xxxxxx VT Utilities Growth and Income Fund
-Xxxxxx VT Vista Fund
-Xxxxxx VT Voyager Fund
Xxxxxx Vista Fund
Xxxxxx Voyager Fund
Xxxxxx Voyager Fund II
