Exhibit (h)(1)
TRANSFER AGENCY AND SERVICE AGREEMENT
Agreement made as of this 1st day of November, 1999, by and between NEW ENGLAND
FUNDS TRUST I, NEW ENGLAND FUNDS TRUST II, NEW ENGLAND FUNDS TRUST III, NEW
ENGLAND CASH MANAGEMENT TRUST AND NEW ENGLAND TAX EXEMPT MONEY MARKET TRUST,
each a Massachusetts business trust, having its principal office and place of
business at 399 Boylston Street, Boston, Massachusetts 02116 (each a "Fund" and
collectively, "the Funds"), and NVEST SERVICES COMPANY, INC., a Massachusetts
corporation having its principal office and place of business at 399 Boylston
Street, Boston, Massachusetts 02116 (the "Transfer Agent").
WHEREAS, each Fund is authorized to issue shares in separate series, with each
such series representing interests in a separate portfolio of securities and
other assets;
WHEREAS, the Funds currently offer shares in twenty two series, such series
being named in the attached Schedule A, which may be amended by the parties from
time to time (each such series, together with all other series subsequently
established by a Fund and made subject to this Agreement in accordance with
SECTION 17 HEREOF, being herein referred to as a "Portfolio," and collectively
as the "Portfolios"); and
WHEREAS, each Funds, on behalf of the Portfolios, desires to appoint the
Transfer Agent as its transfer agent, dividend disbursing agent, and agent in
connection with certain other activities, and the Transfer Agent desires to
accept such appointment.
WHEREAS, the Transfer Agent intends to engage Boston Financial Data Services,
Inc. (the "Sub-Transfer Agent") to perform certain of the services to be
provided by the Transfer Agent hereunder and enter into a Sub-Transfer Agency
and Service Agreement with the Sub-Transfer Agent to that effect, and each Fund
hereby acknowledges the Transfer Agent's intent to so engage the Sub-Transfer
Agent.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
l. Appointment and Duties
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1.1 General. Subject to the terms and conditions set forth in this
Agreement, each Fund, on behalf of the Portfolios, hereby employs and
appoints the Transfer Agent to act as, and the Transfer Agent agrees to
act as, its transfer agent for the authorized and issued shares of
beneficial interest of the Fund ("Shares"), dividend disbursing agent,
and agent in connection with any accumulation, open-account, or similar
plan provided to the shareholders of each of the respective Portfolios
of the Fund ("Shareholders") and set out in the currently effective
prospectuses and statements of additional information ("prospectus") of
the Fund, on behalf of the applicable Portfolio, including, without
limitation, any periodic investment plan or periodic withdrawal program.
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In accordance with written procedures established from time to time by
agreement between the Funds and the Transfer Agent, the Transfer Agent
agrees that it will perform the services set forth in Schedule B hereto.
As the Funds and the Transfer Agent may, from time to time, mutually
agree in writing, the Transfer Agent may at times perform only a portion
of the services listed in Schedule B, and a Fund or its agent may
perform such services.
1.2 Retirement Accounts. With respect to certain retirement plans or
accounts (such as individual retirement accounts ("IRAs"), SIMPLE IRAs,
SEP IRAs, Roth IRAs, Education IRAs, and 403(b) Plans (such accounts,
"Retirement Accounts")), the Transfer Agent, at the request of a Fund,
may provide or arrange for the provision of appropriate prototype plans
as well as provide or arrange for the provision of various services to
such plans and/or accounts, which services may include plan custodian
services, account set-up, maintenance, and disbursements as well as such
other services as the parties hereto shall mutually agree upon.
If at any time and for any reason the Transfer Agent, any of its agent
or sub-contractors, or any of their affiliates chooses to resign as
custodian of any or all Retirement Accounts, the Transfer Agent will
give the Fund at least eighty-five (85) days' prior written notice and
shall not be required to designate a successor custodian. If either
party chooses to terminate this Agreement pursuant to SECTION 13 hereof,
the Transfer Agent, any of its agents or sub-contractors, or any of
their affiliates may thereupon resign as custodian in respect to any or
all of the Retirement Accounts upon eighty-five (85) days' prior written
notice to the Fund. In either such event, the Fund will promptly
distribute notice of the custodian's resignation to such persons and in
such manner as are called for under the applicable provisions of the
Retirement Account and in form and content satisfactory to and signed by
the Transfer Agent. The Fund shall be responsible for obtaining a
successor custodian for all Retirement Accounts.
1.3 Review and Maintenance of Fund Prototype Retirement Plans or Account
Materials.
(a) If a Fund develops and makes available its own retirement plan
prototypes or account materials (the "Fund Prototype(s)") for
use in connection with a Retirement Account or Accounts, the
Fund, subject to the terms set forth below, may appoint the
Transfer Agent, one of its agent or sub-contractors, or an
affiliate thereof as the custodian with respect to such
Retirement Accounts.
(b) The Fund agrees that the Fund Prototypes will comply with
applicable sections of the Internal Revenue Code of 1986, as
amended (the "Code"), and regulations promulgated thereunder as
in effect at the time. The Fund will be responsible for
establishing, maintaining, and updating the Fund Prototypes in
compliance with the Code and all other applicable federal or
state law or regulations, when changes in the law require such
updating.
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(c) The Fund agrees that the Fund Prototypes are the responsibility
of the Fund and further agrees that it will indemnify, defend,
and hold harmless the Transfer Agent, its affiliates,
successors, representatives, and assigns from and against any
and all losses, damages, costs, charges, expenses, including
reasonable fees for counsel, taxes, penalties, and liabilities
(collectively, "Losses") arising out of or attributable to the
use of a Fund Prototype by the Fund or the Transfer Agent, its
agents, employees, representatives, or any other person acting
on a Fund's behalf, except to the extent that such Losses arise
out of or are attributable to the negligence, bad faith, or
willful misconduct of the Transfer Agent (or its agents,
affiliates, successors, or assigns), unless such negligence is a
result of complying with a Fund Prototype. This indemnification
obligation will survive termination of this Agreement.
(d) The Fund agrees that any modifications made by the Fund to a
Fund Prototype without the Transfer Agent's written consent or
the required written consent of any of the Transfer Agent's
agents or sub-contractors or any of their affiliates shall not
increase the liabilities or responsibilities of the Transfer
Agent or that of such agent, sub-contractor, or affiliate as
custodian or limit the Transfer Agent's ability or that of that
of its agent or sub-contractor, or any of their affiliates to
resign as custodian as provided hereunder. The Fund will furnish
the Transfer Agent with a copy of each Fund Prototype. The
Transfer Agent shall not be required to review, comment, or
advise on such Fund Prototypes.
1.4 Blue Sky. The Funds shall (a) identify to the Transfer Agent in writing
those transactions and assets to be treated as exempt from blue sky
reporting for each State and (b) verify the establishment of
transactions for each State on the system prior to activation and
thereafter monitor the daily activity for each State. The responsibility
of the Transfer Agent for the Fund's blue sky State registration status
is solely limited to the initial establishment of transactions subject
to blue sky compliance by the Funds and providing a system that will
enable the Funds to monitor the total number of Shares sold in each
State.
2. Third Party Administrators for Defined Contribution Plans
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2.1 A Fund may decide to make available to certain of its customers a
qualified plan program (the "Program") pursuant to which such customers
("Employers") may adopt certain plans (each a "Plan," and collectively,
"Plans") for the benefit of Plan participants (the "Participants"), such
Plans being qualified under Section 401(a) of the Code, and administered
by third party administrators, which may be "administrators" as defined
in the Employee Retirement Income Security Act of 1974, as amended
("TPA(s)").
2.2 In accordance with the procedures established in Schedule 2.2 hereto
entitled "Third Party Administrator Procedures," as may be amended by
the Transfer Agent and the Funds from time to time ("Schedule 2.2"),
the Transfer Agent shall:
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(a) treat Shareholder accounts established by the Plans in the name of
the Plan Trustees, the Plans or TPAs, as the case may be, as omnibus
accounts;
(b) maintain omnibus accounts on its records in the name of the TPA or
its designee as the Trustee for the benefit of the Plan; and
(c) perform all services under SECTION 1 as transfer agent of the Funds
and not as a record-keeper for the Plans.
2.3 Transactions identified under SECTION 2 of this Agreement shall be
deemed exception services ("Exception Services") when such transactions:
(a) require the Transfer Agent or its sub-agent to use methods and
procedures other than those usually employed by the Transfer Agent or
its sub-agent to perform services described under SECTION 1 of this
Agreement;
(b) involve the provision of information to the Transfer Agent or its
sub-agent after the commencement of the nightly processing cycle of the
transfer agency data processing system then in use by the Transfer Agent
or its sub-agent (the "System"); or
(c) require more manual intervention by the Transfer Agent or its
sub-agent, either in the entry of data or in the modification or
amendment of reports generated by the System than is usually required by
non-retirement plan and pre-nightly transactions.
3. Fees and Expenses
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3.1 Fee Schedule. For the performance by the Transfer Agent pursuant to this
Agreement, the Funds agree to pay the Transfer Agent fees as set forth
in the attached fee schedule ("Schedule 3.1"). Such fees and
out-of-pocket expenses and advances identified under SECTION 3.2 below
may be changed from time to time subject to mutual written agreement
between the Funds and the Transfer Agent.
3.2 Out-of-Pocket Expenses. In addition to the fees paid under SECTION 3.1
above, the Funds agree to reimburse the Transfer Agent for the Transfer
Agent's reasonable out-of-pocket expenses, including, but not limited
to, confirmation production, postage, investor statements, telephone,
telecommunication and line charges, microfilm, microfiche, checks, forms
(including year end forms), wire fees, mailing and tabulating proxies,
records storage, costs associated with certain specialty products,
systems, or services, as applicable (such as "Investor," "Voice," "Fan,"
and "Vision"), or advances incurred by the Transfer Agent for the items
set out in Schedule 3.1 attached hereto. In addition, any other expenses
reasonably incurred by the Transfer Agent at the request or with the
consent of a Fund will be reimbursed by such Fund.
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3.3 Postage. Postage for mailing of a Fund's respective dividends, proxies,
Fund reports, and other mailings to all shareholder accounts shall be
advanced to the Transfer Agent by such Fund at least seven (7) days
prior to the mailing date of such materials.
3.4 Invoices. Each Fund agrees, on behalf of each of its Portfolio, to pay
all fees and reimbursable expenses within thirty (30) days following the
receipt of the respective billing notice, except for any fees or
expenses that are subject to good faith dispute. In the event of such a
dispute, the Fund may withhold only that portion of the fee or expense
subject to the good faith dispute. The Fund will use reasonable efforts
to notify the Transfer Agent in writing within twenty-one (21) calendar
days following the receipt of each billing notice if the Fund is
disputing any amounts in good faith.
4. Representations and Warranties of the Transfer Agent
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The Transfer Agent represents and warrants to the Fund that:
4.1 It is a corporation duly organized and existing and in good standing
under the laws of The Commonwealth of Massachusetts and is duly
registered as a transfer agent under the Securities Exchange Act of
1934, as amended.
4.2 It is duly qualified to carry on its business in The Commonwealth of
Massachusetts.
4.3 It is empowered under applicable laws and by its Charter and By-Laws to
enter into and perform this Agreement.
4.4 All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement.
15.1 It has and will continue to have access (either directly or pursuant to
contractual arrangements with third parties) to the necessary
facilities, equipment, and personnel to perform its duties and
obligations under this Agreement.
15.2 It will at all times maintain in effect insurance coverage, including,
without limitation, errors and omissions, Fidelity Board, and Electronic
Data Processing coverages, at levels consistent with those customarily
maintained by other comparable transfer agents and with such policies as
the Trustees of the Funds may from time to time adopt.
5. Representations and Warranties of the Funds
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Each Fund represents and warrants to the Transfer Agent that:
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5.1 It is a business trust duly organized and existing and in good standing
under the laws of Massachusetts.
5.2 It is empowered under applicable laws and by its Declaration of Trust
and By-Laws to enter into and perform this Agreement.
5.3 All corporate proceedings required by said Declaration of Trust and
By-Laws have been taken to authorize it to enter into and perform this
Agreement.
5.4 It is an open-end management investment company registered under the
Investment Company Act of 1940, as amended.
5.5 A registration statement under the Securities Act of 1933, as amended,
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.
6. Wire Transfer Operating Guidelines
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6.1 The Transfer Agent is authorized to promptly debit the appropriate Fund
bank account(s) upon the receipt of a payment order in compliance with
the selected security procedure (the "Security Procedure") chosen for
funds transfer and in the amount of money that the Transfer Agent has
been instructed to transfer. The Transfer Agent shall execute payment
orders in compliance with the Security Procedure and with the Fund
instructions on the execution date, provided that such payment order is
received by the customary deadline for processing such a request, unless
the payment order specifies a later time. All payment orders and
communications received after this the customary deadline will be deemed
to have been received the next business day.
15.1 Each Fund acknowledges that the Security Procedure it has designated on
the Transfer Agent's Wire Transfer Security Procedures Customer
Selection Form (the form of which is attached hereto as Schedule 6.2)
was selected by the Fund from security procedures offered by the
Transfer Agent. The Fund shall restrict access to confidential
information relating to the Security Procedure to authorized persons as
communicated to the Transfer Agent in writing. The Fund shall notify the
Transfer Agent immediately if it has reason to believe unauthorized
persons may have obtained access to such information or of any change in
the Fund's authorized personnel. The Transfer Agent shall verify the
authenticity of all Fund instructions according to the Security
Procedure.
15.2 The Transfer Agent shall process all payment orders on the basis of the
account number contained in the payment order. In the event of a
discrepancy between any name indicated on the payment order and the
account number, the account number shall take precedence and govern.
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15.3 The Transfer Agent reserves the right to decline to process or delay the
processing of a payment order (a) which is in excess of the collected
balance in the account to be charged at the time of the Transfer Agent's
receipt of such payment order; (b) if initiating such payment order
would cause the Transfer Agent, in the Transfer Agent's sole judgement,
to exceed any volume, aggregate dollar, network, time, credit or similar
limits that are applicable to the Transfer Agent or any of its
sub-agents; or (c) if the Transfer Agent, in good faith, is unable to
satisfy itself that the transaction has been properly authorized.
6.5 The Transfer Agent shall use reasonable efforts to act on all authorized
requests to cancel or amend payment orders received in compliance with
the Security Procedure, provided that such requests are received in a
timely manner affording the Transfer Agent reasonable opportunity to
act. However, the Transfer Agent assumes no liability if the request for
amendment or cancellation cannot be satisfied.
6.6 The Transfer Agent shall assume no responsibility for failure to detect
any erroneous payment order, provided that the Transfer Agent complies
with the payment order instructions as received and the Transfer Agent
complies with the Security Procedure. The Security Procedure is
established for the purpose of authenticating payment orders only and
not for the detection of errors in payment orders.
6.7 The Transfer Agent shall assume no responsibility for lost interest with
respect to the refundable amount of any unauthorized payment order. In
no event (including failure to execute a payment order) shall the
Transfer Agent be liable for special, indirect, or consequential
damages, even if advised of the possibility of such damages.
6.8 When the Fund initiates or receives Automated Clearing House ("ACH")
credit and debit entries pursuant to these guidelines and the rules of
the National Automated Clearing House Association and the New England
Clearing House Association, the Transfer Agent or its sub-agent will act
as an "Originating Depository Financial Institution" and/or "Receiving
Depository Financial Institution," as the case may be, with respect to
such entries. Credits given by the Transfer Agent or its sub-agent with
respect to an ACH credit entry are provisional until the Transfer Agent
or its sub-agent receives final settlement for such entry from the
Federal Reserve Bank. If the Transfer Agent or its sub-agent does not
receive such final settlement, the Fund agrees that the Transfer Agent
shall receive a refund of the amount credited to the Fund in connection
with such entry, and the party making payment to the Fund via such entry
shall not be deemed to have paid the amount of the entry.
6.9 Confirmation of the Transfer Agent's execution of payment orders shall
ordinarily be provided within twenty-four (24) hours, notice of which
may be delivered through the Transfer Agent's or its sub-agent's
proprietary information systems, or by facsimile or call-back. Each Fund
must notify the Transfer Agent of any objections to the execution of an
order within thirty (30) days.
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7. Data Access and Proprietary Information
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7.1 Each Fund acknowledges that the databases, computer programs, screen
formats, report formats, interactive design techniques, and
documentation manuals furnished to the Fund by the Transfer Agent or its
sub-agent as part of the Fund's ability to access certain Fund-related
data ("Customer Data") maintained by the Transfer Agent on databases
under the control and ownership of the Transfer Agent or its sub-agent
("Data Access Services") constitute copyrighted, trade secret, or other
proprietary information (collectively, "Proprietary Information") of
substantial value to the Transfer Agent or its sub-agent. In no event
shall Proprietary Information be deemed Customer Data. The Fund agrees
to treat all Proprietary Information as proprietary to the Transfer
Agent or its sub-agent and further agrees that it shall not divulge any
Proprietary Information to any person or organization except as may be
provided hereunder. Without limiting the foregoing, each Fund agrees for
itself and its employees and agents to:
(a) use such programs and databases (i) solely on the Fund's computers,
or (ii) solely from equipment at the locations agreed to between the
Fund and the Transfer Agent, and (iii) solely in accordance with the
Transfer Agent's or its sub-agent's applicable user documentation;
(b) refrain from copying or duplicating in any way (other than in the
normal course of performing processing on the Fund's computer(s)) the
Proprietary Information;
(c) refrain from obtaining unauthorized access to any portion of the
Proprietary Information, and, if such access is inadvertently obtained,
to inform the Transfer Agent in a timely manner of such fact and dispose
of such information in accordance with the Transfer Agent's
instructions;
(d) refrain from causing or allowing information transmitted from the
Transfer Agent's computer to the Fund's terminal to be retransmitted to
any other computer terminal or other device except as expressly
permitted by the Transfer Agent;
(e) allow the Fund to have access only to those authorized transactions
as agreed to between the Fund and the Transfer Agent; and
(f) honor all reasonable written requests made by the Transfer Agent to
protect at the Transfer Agent's or its sub-agent's expense the rights of
the Transfer Agent or its sub-agent in Proprietary Information at common
law, under federal copyright law and under other federal or state law.
7.2 Proprietary Information shall not include all or any portion of any of
the foregoing items that (a) are or become publicly available without
breach of this Agreement; (b) are
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released for general disclosure by a written release by the Transfer
Agent or its sub-agent; or (c) are already in the possession of the
receiving party at the time or receipt without obligation of
confidentiality or breach of this Agreement.
7.3 Each Fund acknowledges that its obligation to protect the Transfer
Agent's and its sub-agent's Proprietary Information is essential to the
business interest of the Transfer Agent and that the disclosure of such
Proprietary Information in breach of this Agreement would cause the
Transfer Agent or its sub-agent immediate, substantial, and irreparable
harm, the value of which would be extremely difficult to determine.
Accordingly, the parties agree that, in addition to any other remedies
that may be available at law, in equity or otherwise for the disclosure
or use of the Proprietary Information in breach of this Agreement, the
Transfer Agent or its sub-agent shall be entitled to seek and obtain a
temporary restraining order, injunctive relief, or other equitable
relief against the continuance of such breach.
7.4 If a Fund notifies the Transfer Agent that any of the Data Access
Services do not operate in material compliance with the most recently
issued user documentation for such services, the Transfer Agent shall
endeavor in a timely manner to correct such failure. Organizations from
which the Transfer Agent or its sub-agent may obtain certain data
included in the Data Access Services are solely responsible for the
contents of such data, and the Fund agrees to make no claim against the
Transfer Agent or its sub-agent arising out of the contents of such
third-party data, including, but not limited to, the accuracy thereof.
DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE
SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS
AVAILABLE BASIS. THE TRANSFER AGENT AND ITS SUB-AGENTS EXPRESSLY
DISCLAIM ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING,
BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
7.5 If the transactions available to a Fund include the ability to originate
electronic instructions to the Transfer Agent or its sub-agent in order
to (a) effect the transfer or movement of cash or Shares; or (b)
transmit Shareholder information or other information, then in such
event the Transfer Agent and its sub-agent shall be entitled to rely on
the validity and authenticity of such instruction without undertaking
any further inquiry as long as such instruction is undertaken in
conformity with security procedures established by the Transfer Agent or
its sub-agent from time to time.
7.6 Each party shall take reasonable efforts to advise its employees of
their obligations pursuant to this SECTION 7. The obligations of the
Funds under this Section shall survive any termination of this
Agreement.
8. Confidentiality
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8.1 Subject to the provisions of SECTION 8.2 hereof, the Transfer Agent and
the Funds agree that they will not, at any time during the term of this
Agreement or after its termination, reveal, divulge or make known to any
person, firm, corporation, or other business organization, any
customers' lists, trade secrets, cost figures and projections, profit
figures and projections or any other secret or confidential information
whatsoever, whether of the Transfer Agent or its sub-agent or of a Fund,
used or gained by the Transfer Agent or its sub-agent or the Fund during
performance under this Agreement. The Funds and the Transfer Agent
further covenant and agree to retain all such knowledge and information
acquired during and after the term of this Agreement respecting such
lists, trade secrets, or any secret or confidential information
whatsoever in trust for the sole benefit of the Transfer Agent or its
sub-agent or the Funds and their successors and assigns. In the event of
breach of the foregoing, the remedies provided by SECTION 7.3 shall be
available to the party whose confidential information is disclosed. The
above prohibition of disclosure shall not apply to the extent that the
Transfer Agent must disclose such data to its sub-agent or to agents or
representatives of the Fund for purposes of providing services under
this Agreement.
8.2 In the event that any requests or demands are made for the inspection of
the Shareholder records of a Fund, other than request for records of
Shareholders pursuant to subpoenas from state or federal government
authorities, the Transfer Agent will endeavor to notify the Fund and to
secure instructions from an authorized officer of the Fund as to such
inspection. The Transfer Agent expressly reserves, for itself and its
sub-agents, the right, however, to exhibit the Shareholder records to
any person whenever it is advised by counsel that it may be held liable
for the failure to exhibit the Shareholder records to such person or if
required by law or court order.
9. Indemnification
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9.1 The Transfer Agent shall not be responsible for, and a Fund shall
indemnify and hold the Transfer Agent harmless from and against, any and
all reasonable losses, damages, costs, charges, counsel fees, payments,
expenses and liabilities arising out of or attributable to:
(a) all actions of the Transfer Agent 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) said Fund's (or its trustees', officers' or employees') lack of good
faith, negligence, or willful misconduct which arise out of the breach
of any representation or warranty by the Fund;
(c) the Transfer Agent's (and its sub-agent's) reliance upon, and any
subsequent use of or action taken or omitted by the Transfer Agent (or
its sub-agents) in good faith based on (i) any information, records,
documents, data, stock certificates, or services that are received by
the Transfer Agent or its agents or subcontractors by machine readable
input,
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facsimile, CRT data entry, electronic instructions, or other similar
means authorized by the Fund, and that have been prepared, maintained,
or performed by the Fund or any other person or firm on behalf of the
Fund, including, but not limited to, any previous transfer agent or
registrar and reasonably believed to be genuine, authentic or signed by
the proper person or persons; (ii) any instructions or requests received
by the Transfer Agent from the Fund or any of its authorized officers
and reasonably believed to be genuine, authentic or signed by the proper
person or persons; (iii) any instructions or opinions of legal counsel
with respect to any matter arising in connection with the services to be
performed by the Transfer Agent under this Agreement that are provided
to the Transfer Agent after consultation with such legal counsel; or
(iv) any paper or document, reasonably believed to be genuine, authentic
or signed by the proper person or persons;
(d) the offer or sale of Shares in violation of federal or state
securities laws or regulations requiring that such Shares be registered
or in violation of any stop order or other determination or ruling by
any federal or any state agency with respect to the offer of sale of
such Shares, unless such violation of state securities law was directly
attributable to the Transfer Agent's negligence, bad faith, or willful
misconduct (with respect to this SECTION 9.1(d), in addition to
indemnifying and holding harmless the Transfer Agent, said Fund shall
also indemnify and hold harmless the Transfer Agent's agents and
sub-contractors);
(e) the negotiation and processing of any checks, including, without
limitation, for deposit into any bank account of the Fund so long as the
Transfer Agent complies with applicable procedures and guidelines
approved by the Fund; or
(f) the Transfer Agent's entering into any agreements required by the
National Securities Clearing Corporation ("NSCC") for the transmission
of Fund or Shareholder data through the NSCC clearing systems.
9.2 A Fund shall not be responsible for, and the Transfer Agent shall
indemnify and hold the Fund harmless from and against, any and all
losses, damages, costs, charges, counsel fees, payments, expenses, and
liabilities arising out of or attributable to any actions or omissions
of the Transfer Agent as a result of the Transfer Agent's lack of good
faith, negligence, or willful misconduct.
9.3 In order that the indemnification provisions contained in the SECTION 9
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 herunder shall have
the option with counsel selected by it to participate with the party
seeking indemnification in the defense of such claim or to defend
against said claim in its own name or in the name of the other party.
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
(which shall not be unreasonably withheld).
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10. Standard of Care
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10.1 The Transfer Agent shall at all times act in good faith and agrees to
use its best efforts within reasonable limits to insure the accuracy of
all services performed under this Agreement, but assumes no
responsibility and shall not be liable for loss or damage due to errors
unless such errors are caused by its negligence, bad faith, or willful
misconduct or that of its employees, except as provided in Section 10.2
below. The parties agree that any encoding or payment processing errors
and the liability arising under Section 4-209 of the Uniform Commercial
Code shall be governed by this Section 10.1.
10.2 In the case of Exception Services as defined in SECTION 2.3 herein, the
Transfer Agent shall be held to a standard of gross negligence.
11. Information to be Furnished by the Fund
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11.1 Each Fund shall promptly furnish to the Transfer Agent the following:
(a) a certified copy of the resolution of the Board of Trustees of the
Fund authorizing the appointment of the Transfer Agent and the execution
and delivery of this Agreement;
(b) a copy of the Declaration of Trust and By-Laws of the Fund and all
amendments thereto;
(c) a list of all officers of the Fund, together with specimen
signatures of those officers, who are authorized to instruct the
Transfer Agent in all matters; and
(d) two copies of the following:
1. all of its current Prospectuses and Statements of
Additional Information; and
2. all other forms commonly used by the Fund with regard to
its relationships and transactions with Shareholders of
the Fund.
12. Recordkeeping
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12.1 The Transfer Agent hereby agrees to establish and maintain facilities
and procedures reasonably acceptable to the Funds for safekeeping of
stock 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.
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12.2 The Transfer Agent shall keep records relating to the services to be
performed hereunder, in such form and manner as it may deem advisable.
To the extent required by Section 31 of the Investment Company Act of
1940, as amended, and the Rules thereunder, the Transfer Agent agrees
that all such records prepared or maintained by the Transfer Agent
relating to the services to be performed by the Transfer Agent hereunder
are the property of each Fund and will be preserved, maintained, and
made available in accordance with such Section and Rules, and will be
surrendered promptly to the Fund on and in accordance with its request.
12.3 Upon reasonable notice and during normal business hours, the Transfer
Agent shall make available to each Fund its records supporting
performance of its obligations hereunder, provided however such
disclosure will not relate in any way whatsoever to records of the
Transfer Agent's other clients.
13. Termination of Agreement
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13.1 This Agreement may be terminated by either party upon one hundred twenty
(120) days' written notice to the other.
13.2 Should the Fund exercise its right to terminate this Agreement, all
reasonable out-of-pocket expenses associated with the movement of
records and material will be borne by the Fund at cost. Additionally,
the Transfer Agent reserves the right to charge for any other reasonable
expenses associated with such termination. Payment of such expenses or
costs shall be in accordance with SECTION 3.4 of this Agreement.
13.3 Upon termination of this Agreement, each party shall return to the other
party all copies of confidential or proprietary materials or information
received from such other party hereunder, other than materials or
information required to be retained by such party under applicable laws
or regulations. In addition, the Transfer Agent shall promptly provide
to the Funds or a successor transfer agent all records and information
required to be maintained by the Transfer Agent hereunder. To the extent
reasonably possible, the Transfer Agent shall deliver such records and
information in machine readable form.
13.4 Upon the resignation by the Transfer Agent or any of its agents or
sub-contractors or their affiliates as custodian of a Retirement
Account, the Transfer Agent shall promptly return to the Funds and shall
require its agents or sub-contractors to promptly return to the Funds
and all Fund and Fund Shareholder records and information held or
maintained by such party in its capacity as Retirement Account
custodian. To the extent reasonably possible, such records and
information shall be delivered to the Funds in machine readable form.
13.5 If either party defaults in the performance of any material provision of
this Agreement, or commits a series of non-material defaults which in
the aggregate impair to a material
<PAGE>
extent the value of this Agreement to the other party, and the default
or deficiency or condition is not cured within the shorter period of (a)
thirty (30) days after the receipt of written notice thereof; or (b) the
period of time allowed to cure such deficiency by applicable
regulations. If the default or failure or condition is not cured during
the thirty (30) day period, then this Agreement will terminate
immediately upon receipt by the defaulting or failing party of a second
written notice from the other Party stating that such termination is
then effective. If the Funds terminate this Agreement pursuant to this
paragraph, the Funds shall be liable for all reasonable out-of-pocket
expenses associated with such termination, including any fees due to the
Sub-Transfer Agent pursuant to such applicable notice period.
14. Assignment and Third Party Beneficiaries.
-----------------------------------------
14.1 Neither this Agreement nor any rights or obligations hereunder may be
assigned by either party without the written consent of the other party.
Any attempt to do so in violation of this Section shall be void. Unless
specifically stated to the contrary in any written consent to an
assignment, no assignment will release or discharge the assignor from
any duty or responsibility under this Agreement.
14.2 Except as explicitly stated elsewhere in this Agreement, nothing under
this Agreement shall be construed to give any rights or benefits under
this Agreement to anyone other than the Transfer Agent and the Funds,
and the duties and responsibilities undertaken pursuant to this
Agreement shall be for the sole and exclusive benefit of the Transfer
Agent and the Fund. This Agreement shall inure to the benefit of and be
binding upon the parties and their respective permitted successors and
assigns.
14.3 This Agreement does not constitute an agreement for a partnership or
joint venture between the Transfer Agent and the Fund.
15. Subcontractors
--------------
15.1 The Transfer Agent may, without further consent on the part of the Fund,
engage subcontractors to perform any of the obligations of the Transfer
Agent under this Agreement; provided, however, that the Transfer Agent
shall be fully responsible to the Fund for the acts and omissions of the
subcontractor as it is for its own acts and omissions.
15.1 Except as otherwise provided in Section 15.1, nothing herein shall
impose any duty upon the Transfer Agent in connection with or make the
Transfer Agent liable for the actions or omissions to act of
unaffiliated third parties, such as, by way of example and not
limitation, Airborne Services, Federal Express, United Parcel Service,
the U.S. Mails, NSCC and telecommunication companies, provided, if the
Transfer Agent selected such company, the Transfer Agent shall have
exercised due care in selecting the same.
<PAGE>
16. Miscellaneous
-------------
16.1 Relationship of Parties. The parties agree that they are independent
contractors and not partners or co-venturers, and nothing contained
herein shall be interpreted or construed otherwise.
16.2 Amendment. This Agreement may be amended or modified by a written
agreement executed by both parties.
16.3 Massachusetts Law to Apply. This Agreement shall be construed and the
provisions thereof interpreted under and in accordance with the laws of
The Commonwealth of Massachusetts.
16.4 Force Majeure. 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, including, but not limited to, transmission errors in
transactions processed by Shareholders via on-line computer services, 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.
16.5 Consequential Damages. Neither party to this Agreement shall be liable
to the other party for consequential damages under any provision of this
Agreement or for any consequential damages arising out of any act or
failure to act hereunder.
16.6 Survival. All provisions regarding indemnification, warranty, liability,
and limits thereon and confidentiality and/or protections of proprietary
rights and trade secrets shall survive the termination of this
Agreement.
16.7 Severability. If any provision or provisions of this Agreement shall be
held invalid, unlawful or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not in any way be
affected or impaired.
16.8 Priorities Clause. In the event of any conflict, discrepancy, or
ambiguity between the terms and conditions contained in this Agreement
and any schedules or attachments hereto, the terms and conditions
contained in this Agreement shall take precedence.
16.9 Waiver. No waiver by either party or any breach or default of any of the
covenants or conditions herein contained and performed by the other
party shall be construed as a waiver of any succeeding breach of the
same or of any other covenant or condition.
<PAGE>
16.10 Merger of Agreement. 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.
16.11 Counterparts. This Agreement may be executed by the parties hereto on
any number of counterparts, and all of said counterparts taken together
shall be deemed to constitute one and the same instrument.
16.12. Reproduction of Documents. This Agreement and all schedules, exhibits,
attachments and amendments hereto may be reproduced by any photographic,
photostatic, microfilm, micro-card, miniature photographic, or other
similar process. The parties hereto each agree that any such
reproduction shall be admissible in evidence as the original itself in
any judicial or administrative proceeding, whether or not the original
is in existence and whether or not such reproduction was made by a party
in the regular course of business, and that any enlargement, facsimile,
or further reproduction shall likewise be admissible in evidence.
16.13 Year 2000. The Transfer Agent will take reasonable steps to ensure that
its products reflect the available technology to offer products that are
Year 2000 ready, including, but not limited to, century recognition of
dates, calculations that correctly compute same century and multicentury
formulas and date values, and interface values that reflect the date
issues arising between now and the next one-hundred years. The Transfer
Agent shall not be liable for computer-related problems arising out of,
or associated with, third-party vendor computer systems or related
equipment that are incurred in connection with the change from the years
1999 to 2000, such third-party vendors including, but not limited to,
the Sub-Transfer Agent, DST Systems, Inc., and Output Technologies, Inc.
The Transfer Agent has conducted a commercially reasonable investigation
of the Sub-Transfer Agent's applicable computer systems and is not aware
of any Year 2000 issues. The Transfer Agent will notify the Fund
promptly in the event it becomes aware of any Year 2000 issues.
16.14 Notices. All notices and other communications as required or permitted
hereunder shall be in writing and sent by first class mail, postage
prepaid, addressed as follows or to such other address or addresses of
which the respective party shall have notified the other.
(a) If to Transfer Agent, to:
Nvest Services Company, Inc.
399 Boylston Street, 5th Floor
Boston, Massachusetts 02116
Attention: President
With a copy to: General Counsel
Facsimile: (617) 578-1177
(b) If to the Fund, to:
<PAGE>
New England Funds Trust I
New England Funds Trust II
New England Funds Trust III
New England Cash Management Trust
New England Tax Exempt Money Market Trust
399 Boylston Street, 10th Floor
Boston, Massachusetts 02110
Attention: President
With a copy to: General Counsel
Facsimile: (617) 578-1191
17. Additional Funds
----------------
In the event that a Fund establishes one or more series of Shares in
addition to those named on the attached Schedule A with respect to which
it desires to have the Transfer Agent render services as transfer agent
under the terms hereof, it shall so notify the Transfer Agent in
writing, and, if the Transfer Agent agrees in writing to provide such
services, such series of Shares shall become a Portfolio hereunder.
18. Limitations of Liability of the Trustees and Shareholders
---------------------------------------------------------
A copy of each Fund's Declaration of Trust 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 Fund by an officer and not
individually and that the obligations of or arising out of this
instrument are not binding upon any of the Trustees, officers or
Shareholders of the Fund individually, but are binding only upon the
assets and property of the indicated Portfolio of the Fund.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this 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.
NEW ENGLAND FUNDS TRUST I
NEW ENGLAND FUNDS TRUST II
NEW ENGLAND FUNDS TRUST III
NEW ENGLAND CASH MANAGEMENT TRUST
NEW ENGLAND TAX EXEMPT MONEY MARKET TRUST
BY: /s/ John E. Pelletier
------------------------------------
John E. Pelletier, Secretary & Clerk
ATTEST:
/s/ Kristin S. Vigneaux
------------------------
NVEST SERVICES COMPANY, INC.
BY: /s/ Chris L. Wilson
--------------------------------
Christopher L. Wilson, President &
Chief Executive Officer
ATTEST:
/s/ Kristin S. Vigneaux
------------------------
<PAGE>
SCHEDULE A
LIST OF PORTFOLIOS OF NEW ENGLAND FUNDS TRUST I, NEW ENGLAND FUNDS TRUST
II, NEW ENGLAND FUNDS TRUST III, NEW ENGLAND CASH & MANAGEMENT TRUST,
NEW ENGLAND TAX EXEMPT, MONEY MARKET TRUST
1. New England Growth Fund
2. New England Capital Growth Fund
3. New England Growth & Income Fund
4. New England Equity Income Fund
5. New England Bullseye Fund
6. New England Balanced Fund
7. New England Value Fund
8. New England International Equity Fund
9. New England Star Advisers Fund
10. New England Star Worldwide Fund
11. New England Star Small Cap Fund
12. New England Bond Income Fund
13. New England High Income Fund
14. New England Government Securities Fund
15. New England Limited Term U.S. Government Fund
16. New England Strategic Income Fund
17. New England Short Term Income Fund
18. New England Municipal Income Fund
19. New England Massachusetts Tax Free Income Fund
20. New England Intermediate Term Tax Free Fund of California
21. New England Cash Management Trust - Money Market Series
22. New England Tax Exempt Money Market Trust
<PAGE>
New England Funds Trust I
New England Funds Trust II
New England Funds Trust III
New England Cash Management Trust
New England Tax Exempt Money Market Trust
BY:/s/ John E. Pelletier
----------------------------
John E. Pelletier, Secretary & Clerk
Nvest Services Company, Inc.
BY:/s/ Christopher L. Wilson
------------------------------------
Christopher L. Wilson, President &
Cheif Executive Officer
<PAGE>
SCHEDULE B
SERVICES TO BE PROVIDED BY THE TRANSFER AGENT OF NEW ENGLAND FUNDS TRUST
I, NEW ENGLAND FUNDS TRUST II, NEW ENGLAND FUNDS TRUST III, NEW ENGLAND
CASH & MANAGEMENT TRUST, NEW ENGLAND TAX EXEMPT MONEY MARKET TRUST
Perform the customary services of a transfer agent, dividend disbursing agent,
and, as relevant, agent in connection with accumulation, open-account or similar
plan (including any periodic investment plan or periodic withdrawal program),
including, but not limited to, the following:
1. maintain all Shareholder accounts;
2. process transactions, including, but not limited to, new account set up,
transfer of Share ownership, exchange of Shares, telephone transactions,
and literature requests;
3. prepare Shareholder meeting lists;
4. mail Shareholder proxies, Shareholder reports, and prospectuses to
current Shareholders;
5. receive and tabulate Shareholders proxies;
6. withhold taxes on U.S. resident and non-resident alien accounts;
7. prepare and file U.S. Treasury Department Forms 1099 and other
appropriate forms with respect to dividends and distributions by federal
authorities for all Shareholders;
8. prepare and mail confirmation forms and statements of account to
Shareholders for all purchases and redemptions of Shares and other
confirmable transactions in Shareholder accounts;
9. prepare and mail activity statements for Shareholders;
10. provide Shareholder account information through various means,
including, but not limited to, telephone calls, correspondence, and
research;
11. receive for acceptance orders for the purchase of Shares and promptly
deliver payment and appropriate documentation thereof to the custodian
of the Fund authorized pursuant to the Fund's Declaration of Trust (the
"Custodian");
<PAGE>
12. pursuant to purchase orders, issue the appropriate number of Shares and
hold such Shares in the appropriate Shareholder account;
13. receive for acceptance redemption requests and redemption directions
either in correspondence, via telephone, facsimile transmission, or
through NSCC or any other method deemed appropriate by the Fund and
deliver the appropriate documentation thereof to the Custodian;
14. 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;
15. with respect to the transactions in items 11, 12, 13 and 14 above, the
Transfer Agent shall execute transactions directly with broker-dealers
authorized by the Fund;
16. effect transfers of Shares by the registered owners thereof upon receipt
of appropriate instructions;
17. prepare and transmit payments for dividends and distributions declared
by the Fund on behalf of the applicable Portfolio;
18. maintain such bank accounts (which accounts may be in the name of the
Transfer Agent or a subagent thereof) as the Transfer Agent shall deem
necessary to the performance of its duties hereunder, including, but not
limited to, the processing of Share purchases and redemptions and the
payment of Portfolio dividends; any income or expense associated with
any such account shall accrue to or be borne by the Transfer Agent;
19. if applicable, issue replacement certificates for those certificates
alleged to have been lost, stolen, or destroyed upon receipt by the
Transfer Agent of indemnification satisfactory to the Transfer Agent and
protecting the Transfer Agent and the Fund; the Transfer Agent, at its
option, may issue replacement certificates in place of mutilated stock
certificates upon presentation thereof and without such indemnity;
20. report abandoned property to the various states as authorized by the
Fund according to policies and principles agreed upon by the Fund and
the Transfer Agent;
21. maintain records of account for and advise the Fund and its Shareholders
as to the foregoing;
22. record the issuance of Shares of the Fund and maintain a record of the
total number of Shares of the Fund that are authorized, based upon data
provided to it
<PAGE>
by the Fund, and issued and outstanding; the Transfer Agent shall also
provide the Fund on a regular basis with the total number of Shares that
are authorized and issued and outstanding and shall have no obligation,
when recording the issuance of Shares, to monitor the issuance of such
Shares or to take cognizance of any laws relating to the issue or sale
of such Shares, which functions shall be the sole responsibility of the
Fund;
23. maintain a daily record and produce a daily report for the Fund of all
transactions, receipts, and disbursements of money and securities to and
from Shareholders and deliver a copy of such report for the Fund for
each business day to the Fund no later than 10:00 AM Eastern Time, or
such earlier time as the Fund may reasonably require, on the next
business day; and
24. register and maintain accounts through Networking and accept and
effectuate the purchase, redemption, transfer and exchange of Shares in
such accounts through Fund/SERV (Networking and Fund/SERV being programs
operated by NSCC on behalf of NSCC's participants, including the Fund),
in accordance with instructions transmitted to and received by the
Transfer Agent by transmission from NSCC on behalf of broker-dealers and
banks, which have been established, or in accordance with the
instructions of authorized persons as hereinafter defined on the dealer
file maintained by the Transfer Agent; issue instructions to the Fund's
banks for the settlement of transactions between the Fund and NSCC
(acting on behalf of its broker-dealer and bank participants); provide
account and transaction information from the affected Fund's records on
the System in accordance with NSCC's Networking and Fund/SERV rules for
those broker-dealers; and maintain Shareholder accounts on the System
through Networking.
NEW ENGLAND FUNDS TRUST I NVEST SERVICES COMPANY, INC.
NEW ENGLAND FUNDS TRUST II
NEW ENGLAND FUNDS TRUST III
NEW ENGLAND CASH MANAGEMENT TRUST
NEW ENGLAND TAX EXEMPT MONEY MARKET TRUST
BY:/s/ John E. Pelletier
----------------------------
John E. Pelletier, Secretary & Clerk
Nvest Services Company, Inc.
BY:/s/ Christopher L. Wilson
------------------------------------
Christopher L. Wilson, President &
Cheif Executive Officer
<PAGE>
SCHEDULE 2.2
THIRD PARTY ADMINISTRATOR PROCEDURES
DATED ___________________
1. On each Business Day, the TPA shall receive, on behalf of and as agent
of the Fund(s), Instructions (as hereinafter defined) from the Plan.
Instructions shall mean as to each Fund (i) orders by the Plan for the
purchases of Shares, and (ii) requests by the Plan for the redemption of
Shares; in each case, based on the Plan's receipt of purchase orders and
redemption requests by Participants in proper form by the time required
by the terms of the Plan, but not later than the time of day at which
the net asset value of a Fund is calculated, as described from time to
time in that Fund's prospectus. Each Business Day on which the TPA
receives Instructions shall be a "Trade Date."
2. The TPA shall communicate the TPA's acceptance of such Instructions to
the applicable Plan.
3. On the next succeeding Business Day following the Trade Date on which it
accepted Instructions for the purchase and redemption of Shares (TD+1),
the TPA shall notify the Transfer Agent of the net amount of such
purchases or redemptions, as the case may be, for each Plan. In the case
of net purchases by any Plan, the TPA shall instruct the Trustees of
such Plan to transmit the aggregate purchase price for Shares by wire
transfer to the Transfer Agent on TD+1. In the case of net redemptions
by any Plan, the TPA shall instruct the Fund's custodian to transmit the
redemption proceeds for Shares by wire transfer to the Trustees of such
Plan on TD+1. The times at which such notification and transmission
shall occur on TD+1 shall be as mutually agreed upon by each Fund, the
TPA, and the Transfer Agent.
4. The TPA shall maintain separate records for each Plan, which records
shall reflect Shares purchased and redeemed, including the date and
price for all transactions, and Share balances. The TPA shall maintain
on behalf of each of the Plans a single master account with the Transfer
Agent and such account shall be in the name of that Plan, the TPA, or
the nominee of either thereof as the record owner of Shares owned by
such Plan.
5. The TPA shall maintain records of all proceeds of redemptions of Shares
and all other distributions not reinvested in Shares.
6. The TPA shall prepare, and transmit to each of the Plans, periodic
account statements showing the total number of Shares owned by that Plan
as of the statement closing date, purchases and redemptions of Shares by
the Plan during the period covered by the statement, and the dividends
and other distributions paid to the Plan on Shares during the statement
period (whether paid in cash or reinvested in Shares).
<PAGE>
7. The TPA shall, at the request and expense of each Fund, transmit to the
Plans prospectuses, proxy materials, reports and other information
provided by each Fund for delivery to its shareholders.
8. The TPA shall, at the request of each Fund, prepare and transmit to each
Fund or any agent designated by it such periodic reports covering Shares
of each Plan as each Fund shall reasonably conclude are necessary to
enable the Fund to comply with state Blue Sky requirements.
9. The TPA shall transmit to the Plans confirmation of purchase orders and
redemption requests placed by the Plans.
10. The TPA shall, with respect to Shares, maintain account balance
information for the Plan and daily and monthly purchase summaries
expressed in Shares and dollar amounts.
11. Plan sponsors may request, or the law may require, that prospectuses,
proxy materials, periodic reports, and other materials relating to each
Fund be furnished to Participants, in which event, the Transfer Agent or
each Fund shall mail or cause to be mailed such materials to
Participants. With respect to any such mailing, the TPA shall, at the
request of the Transfer Agent or each Fund, provide at the TPA's expense
complete and accurate set of mailing labels with the name and address of
each Participant having an interest through the Plans in Shares.
NEW ENGLAND FUNDS TRUST I NVEST SERVICES COMPANY, INC.
NEW ENGLAND FUNDS TRUST II
NEW ENGLAND FUNDS TRUST III
NEW ENGLAND CASH MANAGEMENT TRUST
NEW ENGLAND TAX EXEMPT MONEY MARKET TRUST
BY:/s/ John E. Pelletier
----------------------------
John E. Pelletier, Secretary & Clerk
Nvest Services Company, Inc.
BY:/s/ Christopher L. Wilson
------------------------------------
Christopher L. Wilson, President &
Cheif Executive Officer
<PAGE>
SCHEDULE 3.1
FEES
DATED AS OF NOVEMBER 1, 1999
ANNUAL ACCOUNT SERVICE FEES
--------------------------------------------------------------------------------
Each Portfolio/Class
Equity Funds (Classes A, B and C) * $20.10
Fixed Income Funds (Classes A, B and C) * $17.35
Money Market Funds (Classes A, B, C and Y) $22.00
--------------------------------------------------------------------------------
Fees are billable on a monthly basis at the rate of 1/12 of the annual fee. A
charge is made for an account in the month that an account opens or closes.
Account service fees are the higher of open account charges plus closed account
charges or the fund minimum.
MONTHLY MINIMUMS
--------------------------------------------------------------------------------
Each Portfolio/Class
Equity Funds (Classes A, B and C) * $1,500
Fixed Income Funds (Classes A, B and C) * $1,500
Money Market Funds (Classes A, B, C and Y) $1,500
--------------------------------------------------------------------------------
*Class Y Shares of the Equity and Fixed Income Funds are charged an asset based,
flat fee of 10 basis points.
--------------------------------------------------------------------------------
IRA CUSTODIAL FEES
--------------------------------------------------------------------------------
Annual Maintenance (payable by shareholders) $15.00/Account
--------------------------------------------------------------------------------
Out-of-pocket expenses include, but are not limited to, confirmation statements,
postage, investor statements, audio response, telephone, telecommunication and
line charges, record storage, records retention, transcripts, microfilm,
microfiche, checks, forms (including year end forms), wire fees, mailing and
tabulating proxies, costs associated with certain specialty products, systems,
or services, as applicable (such as "Investor," "Voice," "FAN," and "Vision"),
and any other expenses incurred at the specific direction of the Fund.
Subject to each party's right to terminate this Agreement pursuant to Section 13
hereof, the Transfer Agent and the Fund agree that the fees set forth in this
Schedule 3.1 shall remain in effect for a period of one year from the date of
this Agreement. Upon the expiration of such one year period, the Transfer Agent
and the Fund hereby agree to negotiate in good faith such changes to this
Schedule as they may deem necessary.
<PAGE>
NEW ENGLAND FUNDS TRUST I NVEST SERVICES COMPANY, INC.
NEW ENGLAND FUNDS TRUST II
NEW ENGLAND FUNDS TRUST III
NEW ENGLAND CASH MANAGEMENT TRUST
NEW ENGLAND TAX EXEMPT MONEY MARKET TRUST
BY:/s/ John E. Pelletier
----------------------------
John E. Pelletier, Secretary & Clerk
Nvest Services Company, Inc.
BY:/s/ Christopher L. Wilson
------------------------------------
Christopher L. Wilson, President &
Cheif Executive Officer
<PAGE>
SCHEDULE 6.2
WIRE TRANSFER SECURITY PROCEDURES
CUSTOMER SELECTION FORM
SECTION I
Details the types of funds transfers processed on behalf of ___________________.
Please select the appropriate security procedures from Section II for each type
of funds transfer listed in Section I.
TYPES OF FUNDS TRANSFERS
__________ Expedited Redemptions
__________ Same Day Wires
__________ Manual Wires
__________ Wire Transfers Initiated by FAX
__________ Group Divided Wire
__________ Remote Bach Transmissions
__________ ACH Transactions
SECTION II
Lists the types of security procedures offered.
SECURITY PROCEDURES
A. REPETITIVE WIRES/ACH TRANSACTIONS
B. TELEPHONE CONFIRMATION
C. ENCRYPTION
AUTHORIZATION
Nvest Services Company, Inc. is hereby instructed to implement the above checked
security procedure(s) in regard to payment orders initiated by or on behalf of
our organization or its shareholders.
/s/ John E. Pelletier
--------------------------------------------- ----------------
Authorized Signature Date
FUNDS TRANSFER SECURITY PROCEDURES DEFINITIONS
<PAGE>
REPETITIVE WIRES
1. SHAREHOLDER GENERATED
Wires initiated from existing authorized shareholder accounts. Each wire
is sent to the same pre-established destination bank and beneficiary
account number. Only the date of the wire and dollar amount may vary
from instruction to instruction. Changes to that file can only be
performed based on written instructions coupled with a signature
guarantee. The establishment of the repetitive wire is confirmed via a
written notice to the shareholder's address of record.
2. CLIENT GENERATED
Manual wires processed on behalf of the client. Wires are initiated from
the same authorized debit account and sent to the same destination bank
and beneficiary account number each time. Only the date and the dollar
amount may vary from instruction to instruction.
TELEPHONE CONFIRMATION
Telephone confirmation will be used to verify funds transfer
instructions received via telephone, untested facsimile or mail. This
security procedure can be used to authenticate non-repetitive and
repetitive wire transfers instructions. Repetitive wires may be subject
to a specific threshold at the client's discretion.
As part of the confirmation process, customers must designate
individuals as authorized initiators and authorized confirmers. Within
24 hours of receipt of the wire instruction and prior to execution, a
Transfer Agent associate will contact someone other than the originator
at the customer's location to authenticate the instructions.
Additionally, a confirmation log will be maintained to provide an
evidentiary control as well as providing an invaluable operational tool
for resolving any disputes.
ENCRYPTION
Delivery of wire transfer is completed via computer to computer data
communications. Recommended security procedures include encryption, the
process by which data traveling over communication lines is
cryptographically transformed (encrypted). This control is appropriate
not only for terminal based initiation, but also being used by some
institutions in the form of both encrypted facsimile and encrypted voice
communication. This delivery mechanism is typically used for high volume
business such as shareholder redemptions and dividends.
TELEPHONE COMMUNICATIONS
<PAGE>
All telephone communication between the Transfer Agent and the client
will be handled on recorded telephone lines.
TRANSFERS INITIATED VIA FACSIMILE TRANSMISSION
Transfers initiated via fax may use either repetitive wire security
procedures, telephone confirmation or a combination of both.
OPTIONAL SECURITY PROCEDURE
Client may establish telephone confirmation procedures to authenticate
repetitive manual wires initiated via telephone, untested facsimile or
mail in excess of certain dollar amounts using the attached forms.
<PAGE>
FUNDS TRANSFER OPERATING GUIDELINES
1. OBLIGATION OF THE SENDER: The Transfer Agent is authorized to promptly
debit the appropriate Fund account(s) upon the receipt of a payment
order in compliance with the selected security procedure (the "Security
Procedure") chosen for funds transfer and in the amount of money that
the Transfer Agent has been instructed to transfer. The Transfer Agent
shall execute payment orders in compliance with the Security Procedure
and with the Fund instructions on the execution date provided that such
payment order is received by the customary deadline for processing such
a request, unless the payment order specifies a later time. All payment
orders and communications received after this the customary deadline
will be deemed to have been received the next business day.
2. SECURITY PROCEDURE: The Fund acknowledges that the Security Procedure it
has designated on the Selection Form was selected by the Fund from
security procedures offered by the Transfer Agent. The Fund shall
restrict access to confidential information relating to the Security
Procedure to authorized persons as communicated to the Transfer Agent in
writing. The Fund must notify the Transfer Agent immediately if it has
reason to believe unauthorized persons may have obtained access to such
information or of any change in the Fund's authorized personnel. The
Transfer Agent shall verify the authenticity of all Fund instructions
according to the Security Procedure.
3. ACCOUNT NUMBERS: The Transfer Agent shall process all payment orders on
the basis of the account number contained in the payment order. In the
event discrepancy between any name indicated on the payment order and
the account number, the account number shall take precedence and govern.
4. REJECTION: The Transfer Agent reserves the right to decline to process
or delay the processing of a payment order which (a) is in excess of the
collected balance in the account to be charged at the time of the
Transfer Agent's receipt of such payment order; (b) if initiating such
payment order would cause the Transfer Agent, in the Transfer Agent's
sole judgment, to exceed any volume, aggregate dollar, network, time,
credit or similar limits that are applicable to the Transfer Agent; or
(c) if the Transfer Agent, in good faith, is unable to satisfy itself
that the transaction has been properly authorized.
5. CANCELLATION OF AMENDMENT: The Transfer Agent shall use reasonable
efforts to act on all authorized requests to cancel or amend payment
orders received in compliance with the Security Procedure provided that
such requests are received in a timely manner affording the Transfer
Agent reasonable opportunity to act. However, the Transfer Agent assumes
no liability if the request for amendment or cancellation cannot be
satisfied.
6. ERRORS: The Transfer Agent shall assume no responsibility for failure to
detect any erroneous payment order provided that the Transfer Agent
complies with the payment order instructions as received and the
Transfer Agent complies with the Security Procedure. The
<PAGE>
Security Procedure is established for the purpose of authenticating
payment orders only and not for the detection of errors in payment
orders.
7. INTEREST AND LIABILITY LIMITS: The Transfer Agent shall assume no
responsibility for lost interest with respect to the refundable amount
of any unauthorized payment order. In no event (including failure to
execute a payment order) shall the Transfer Agent be liable for special,
indirect or consequential damages, even if advised of the possibility of
such damages.
8. AUTOMATED CLEARING HOUSE ("ACH") CREDIT ENTRIES/PROVISIONAL PAYMENTS:
When the Fund initiates or receives Automated Clearing House credit and
debit entries pursuant to these guidelines and the rules of the National
Automated Clearing House Association and the New England Clearing House
Association, the Transfer Agent will act as an Originating Depository
Financial Institution and/or Receiving Depository Financial Institution,
as the case may be, with respect to such entries. Credits given by the
Transfer Agent with respect to an ACH credit entry are provisional until
the Transfer Agent receives final settlement, the Fund agrees that the
Transfer Agent shall receive a refund of the amount credited to the Fund
in connection with such entry, and the party making payment to the Fund
via such entry shall not be deemed to have paid the amount of the entry.
9. CONFIRMATION STATEMENTS: Confirmation of Transfer Agent's execution of
payment orders shall ordinarily be provided within twenty four (24)
hours, notice of which may be delivered through the Transfer Agent's or
its subagent's proprietary information systems, or by facsimile or
call-back. The Fund must report any objections to the execution of an
order within thirty (30) days.
I understand and agree to the terms and conditions described above. I am
authorized to sign on behalf of each of the mutual funds or other entities named
on Schedule __ attached.
BY: /s/ John E. Pelletier DATE: November 1, 1999
--------------------- ------------------
NAME: John E. Pelletier
-----------------
TITLE: Secretary & Clerk
-----------------
<PAGE>
SCHEDULE ___
LIST OF MUTUAL FUNDS
<PAGE>
SECTIONS I and II SHOULD BE COMPLETED BY ALL CLIENTS
PLEASE TYPE ALL DOCUMENTATION
SECTION I
---------
CLIENT/FUND
--------------------------------------------------------------------------------
STREET: APT:
--------------------------------------------------------------------------------
CITY: STATE: ZIP:
--------------------------------------------------------------------------------
PHONE NUMBER: FAX NUMBER:
--------------------------------------------------------------------------------
SECTION II
----------
Please list the number of all demand deposit accounts (DDAs) from which you
intend to initiate wire transfers
MAXIMUM $ LIMIT MAXIMUM $ LIMIT
DDA NUMBER PER TRANSACTION DDA NUMBER PER TRANSACTION
--------------- ---------------
(8 DIGITS) (IF ANY) (8 DIGITS) (IF ANY)
1. 1.
----------------- ----------------- ----------------- -----------------
2. 2.
----------------- ----------------- ----------------- -----------------
3. 3.
----------------- ----------------- ----------------- -----------------
4. 4.
----------------- ----------------- ----------------- -----------------
5. 5.
----------------- ----------------- ----------------- -----------------
6. 6.
----------------- ----------------- ----------------- -----------------
