Common use of SERVICES COVERED Clause in Contracts

SERVICES COVERED. Designating a project manager to carry out Depositary Agent duties, including document review and execution of legal agreement, review of letters of transmittal and communication materials, project management, and on-going project updates and reporting • Enclosing and mailing offering materials to registered shareholders • Requesting banks/brokers/dealers listing from the Depositary Trust Company (DTC) • Contacting banks/brokers/dealers to inform them of the offering and requesting the number of sets of materials they will require to distribute to their shareholders • Distributing requested materials to banks/brokers/dealers • Establishing fulfillment telephone number to be include in the prospectus and DTC’s electronic notice to banks/brokers/dealers • Distributing additional sets of materials as requested through the fulfillment number • Establishing toll-free number to be include in the prospectus and DTC’s electronic notice to banks/brokers/dealers to facilitate banks/brokers/dealers/shareholders telephone inquiries • Responding to banks/brokers/dealers/shareholders telephone and correspondence inquiries • Tracking and reporting the number of telephone calls received and their nature • Receiving, opening and processing returned LT • Curing defective LT, including telephoning and writing shareholders in connection with unsigned or improperly executed LT • Mailing proper documentation to shareholders whose certificates are alleged to have been lost, stolen, or destroyed, in order to effect the tender without certificate surrender • Canceling surrendered certificates • Tracking and reporting the number of shares submitted • Calculating, prorating, issuing and reconciling checks and share certifctaes • Issuing tax forms and filing tax information with the IRS, as required • Enclosing and mailing checks, Forms 1099-B, share certificates and letters or notices to shareholders at the conclusion of the Tender Offer • Replacing checks alleged to have been lost or destroyed

Appears in 5 contracts

Samples: Form of Depositary Agreement (Evergreen Utilities & High Income Fund), Agent Agreement (Evergreen Utilities & High Income Fund), Agent Agreement (Evergreen Utilities & High Income Fund)

AutoNDA by SimpleDocs

SERVICES COVERED. DEPOSITARY — Tender Offer • Designating a project manager an operational team to carry out Depositary Agent duties, including document review and execution of legal agreement, review of letters of transmittal and communication materials, project management, and on-going project updates and reporting duties Enclosing and mailing offering materials to registered shareholders • Requesting banks/brokers/dealers listing from Reviewing the Depositary Agreement and other legal documents • Interfacing with Xxxxxxxxx (Info Agent), as necessary • Reviewing the Communication Package (i.e., Letter of Transmittal (LT), enclosure letters and other documentation • Converting the Company shareholder files to Computershare’s corporate actions system • Coordinating tender offer with The Depository Trust Company (DTC) • Contacting banks/brokers/dealers to inform them of the offering and requesting the number of sets of materials they will require to distribute to their shareholders • Distributing requested materials to banks/brokers/dealers • Establishing fulfillment telephone number to be include in the prospectus and DTC’s electronic notice to banks/brokers/dealers • Distributing additional sets of materials as requested through the fulfillment number • Establishing toll-free number to be include in the prospectus and DTC’s electronic notice to banks/brokers/dealers Clearing Corporation to facilitate banks/brokers/dealers/tenders from brokers and street shareholders telephone inquiries • Responding to banks/brokers/dealers/shareholders telephone and correspondence inquiries • Tracking and reporting the number of telephone calls received and their nature • Receiving, opening and processing returned LT LTs • Curing defective LTLTs, including telephoning and writing shareholders in connection with unsigned or improperly executed LT LTs Mailing proper documentation to shareholders whose certificates are alleged to have been lost, stolen, or destroyed, in order to effect the tender without certificate surrender • Canceling Xxxxxxxxx surrendered certificates • Tracking and reporting the number of shares submitted and the submitting shareholders, as follows: Agent shall forward up to 10 reports of tender activity by email beginning the last 2 weeks before the expiration to each of the parties named below as to the following information, based upon a preliminary review as of the close of business on the preceding business day: (i) the number of Shares tendered; (ii) the number of Shares tendered represented by certificates physically held by Agent; (iii) the number of Shares represented by Notices of Guaranteed Delivery; (iv) the number of Shares withdrawn; and (v) the cumulative totals of Shares in categories (i) through (iv) above. At the expiration of the offer Agent shall provide a master list of Shares elected, including a complete list of the electing stockholders. Agent can furnish to the Purchaser, upon reasonable request, additional daily or inter-day ad hoc reports, for an additional fee of $100.00 per report. CalculatingXxxxxxxxxxx and issuing checks at the completion of the tender period, prorating, issuing assuming receipt of properly executed Letters of Transmittal and reconciling checks and share certifctaes surrender of shares • Issuing tax forms and filing tax information with the IRS, as required • Enclosing and mailing checks, Forms 1099-B, share certificates B and letters or notices to shareholders at the conclusion of the Tender Offer • Replacing checks alleged to have been lost or destroyeddestroyed INFORMATION AGENT — TENDER OFFER

Appears in 5 contracts

Samples: Depositary and Information Agent Agreement (Tortoise Energy Infrastructure Corp), Depositary and Information Agent Agreement (Tortoise Midstream Energy Fund, Inc.), Depositary and Information Agent Agreement (Tortoise Power & Energy Infrastructure Fund Inc)

SERVICES COVERED. DEPOSITARY - Tender Offer ■ Designating a project manager an operational team to carry out Depositary Agent duties, including document review and execution of legal agreement, review of letters of transmittal and communication materials, project management, and on-going project updates and reporting • Enclosing and mailing offering materials to registered shareholders • Requesting banks/brokers/dealers listing from duties ■ Reviewing the Depositary Agreement and other legal documents ■ Interfacing with Xxxxxxxxx (Info Agent), as necessary ■ Reviewing the Communication Package (i.e., Letter of Transmittal (LT), enclosure letters and other documentation ■ Converting the Company shareholder files to Computershare’s corporate actions system ■ Coordinating tender offer with The Depository Trust Company (DTC) • Contacting banks/brokers/dealers to inform them of the offering and requesting the number of sets of materials they will require to distribute to their shareholders • Distributing requested materials to banks/brokers/dealers • Establishing fulfillment telephone number to be include in the prospectus and DTC’s electronic notice to banks/brokers/dealers • Distributing additional sets of materials as requested through the fulfillment number • Establishing toll-free number to be include in the prospectus and DTC’s electronic notice to banks/brokers/dealers Clearing Corporation to facilitate banks/brokers/dealers/tenders from brokers and street shareholders telephone inquiries • Responding to banks/brokers/dealers/shareholders telephone and correspondence inquiries • Tracking and reporting the number of telephone calls received and their nature • Receiving, opening and processing returned LT • LTs ■ Curing defective LTLTs, including telephoning and writing shareholders in connection with unsigned or improperly executed LT • Mailing proper documentation to shareholders whose certificates are alleged to have been lost, stolen, or destroyed, in order to effect the tender without certificate surrender • LTs ■ Canceling surrendered certificates Tracking and reporting the number of shares submitted • Calculatingand the submitting shareholders, proratingas follows: Agent shall forward reports of tender activity by email beginning the last 3 weeks before the expiration to each of the parties named below as to the following information, based upon a preliminary review as of the close of business on the preceding business day: (i) the number of Shares tendered; (ii) the number of Shares tended represented by certificates physically held by Agent; (iii) the number of Shares represented by Notices of Guaranteed Delivery; (iv) the number of Shares withdrawn; and (v) the cumulative totals of Shares in categories (i) through (iv) above. At the expiration of the offer Agent shall provide a master lists of Shares elected, including a complete list of the electing shareholders. Agent can furnish to the Purchaser, upon reasonable request, additional daily or inter-day ad hoc reports, for an additional fee of $100.00 per report. ■ Calculating and issuing checks at the completion of the tender period, assuming receipt of properly executed Letters of Transmittal and reconciling checks and share certifctaes • surrender of shares ■ Issuing tax forms and filing tax information with the IRS, as required Enclosing and mailing checks, Forms 1099-B, share certificates B and letters or notices to shareholders at the conclusion of the Tender Offer • Replacing checks alleged to have been lost or destroyeddestroyed INFORMATION AGENT – TENDER OFFER

Appears in 3 contracts

Samples: Depositary and Information Agent Agreement (Delaware Enhanced Global Dividend & Income Fund), Depositary and Information Agent Agreement (Delaware Enhanced Global Dividend & Income Fund), Depositary and Information Agent Agreement (Delaware Enhanced Global Dividend & Income Fund)

SERVICES COVERED. DEPOSITARY - Tender Offer § Designating a project manager an operational team to carry out Depositary Agent duties, including document review and execution of legal agreement, review of letters of transmittal and communication materials, project management, and on-going project updates and reporting • Enclosing and mailing offering materials to registered shareholders • Requesting banks/brokers/dealers listing from duties § Reviewing the Depositary Agreement and other legal documents § Interfacing with Gxxxxxxxx (Info Agent), as necessary § Reviewing the Communication Package (i.e., Letter of Transmittal (LT), enclosure letters and other documentation § Converting the Company shareholder files to Computershare’s corporate actions system § Coordinating tender offer with The Depository Trust Company (DTC) • Contacting banks/brokers/dealers to inform them of the offering and requesting the number of sets of materials they will require to distribute to their shareholders • Distributing requested materials to banks/brokers/dealers • Establishing fulfillment telephone number to be include in the prospectus and DTC’s electronic notice to banks/brokers/dealers • Distributing additional sets of materials as requested through the fulfillment number • Establishing toll-free number to be include in the prospectus and DTC’s electronic notice to banks/brokers/dealers Clearing Corporation to facilitate banks/brokers/dealers/tenders from brokers and street shareholders telephone inquiries • Responding to banks/brokers/dealers/shareholders telephone and correspondence inquiries • Tracking and reporting the number of telephone calls received and their nature • § Receiving, opening and processing returned LT • LTs § Curing defective LTLTs, including telephoning and writing shareholders in connection with unsigned or improperly executed LT • Mailing proper documentation to shareholders whose certificates are alleged to have been lost, stolen, or destroyed, in order to effect the tender without certificate surrender • LTs § Canceling surrendered certificates § Tracking and reporting the number of shares submitted • Calculatingand the submitting shareholders, proratingas follows: Agent shall forward up to 10 reports of tender activity by email beginning the last 2 weeks before the expiration to each of the parties named below as to the following information, based upon a preliminary review as of the close of business on the preceding business day: (i) the number of Shares tendered; (ii) the number of Shares tended represented by certificates physically held by Agent; (iii) the number of Shares represented by Notices of Guaranteed Delivery; (iv) the number of Shares withdrawn; and (v) the cumulative totals of Shares in categories (i) through (iv) above. At the expiration of the offer Agent shall provide a master lists of Shares elected, including a complete list of the electing stockholders. Agent can furnish to the Purchaser, upon reasonable request, additional daily or inter-day ad hoc reports, for an additional fee of $100.00 per report. § Calculating and issuing checks at the completion of the tender period, assuming receipt of properly executed Letters of Transmittal and reconciling checks and share certifctaes • surrender of shares § Issuing tax forms and filing tax information with the IRS, as required § Enclosing and mailing checks, Forms 1099-B, share certificates B and letters or notices to shareholders at the conclusion of the Tender Offer • § Replacing checks alleged to have been lost or destroyeddestroyed INFORMATION AGENT – TENDER OFFER

Appears in 3 contracts

Samples: Depositary and Information Agent Agreement (Tortoise Pipeline & Energy Fund, Inc.), Depositary and Information Agent Agreement (Tortoise Midstream Energy Fund, Inc.), Depositary and Information Agent Agreement (Tortoise Energy Infrastructure Corp)

SERVICES COVERED. Designating a project manager to carry out Depositary Conversion Agent duties, including document review and execution of legal agreement, review of letters of transmittal and communication materials, project management, and on-going project updates and reporting • Establishing a reserve of the Class A Shares to facilitate the Class B Share conversion requests • Establishing the Class B Share conversion procedures with iHeartMedia, Inc. and internal operations departments • Communicating and training internal associates on the Class B Share conversion procedures • Communicating conversion procedures to The Depositary Trust Company • Printing scannable Conversion Forms (“LTs”) that include shareholders’ name(s), address(es), certificate numbers, number of shares and affidavits of loss • Enclosing and mailing offering materials to registered shareholders • Requesting banks/brokers/dealers listing from the Depositary Trust Company (DTC) • Contacting banks/brokers/dealers to inform them of the offering and requesting the number of sets of materials they will require to distribute to their shareholders • Distributing requested materials to banks/brokers/dealers • Establishing fulfillment telephone number to be include in the prospectus and DTC’s electronic LTs, notice to banks/brokers/dealers • Distributing additional sets of materials as requested through the fulfillment number • Establishing toll-free number to be include in the prospectus shareholders and DTC’s electronic notice to banks/brokers/dealers to facilitate banks/brokers/dealers/shareholders telephone inquiries • Responding to banks/brokers/dealers/shareholders telephone and correspondence inquiries • Tracking and reporting the number of telephone calls received and their nature return envelopes • Receiving, opening and processing returned LT LTs • Curing defective LTLTs, including telephoning and writing shareholders in connection with unsigned or improperly executed LT • Mailing proper documentation to shareholders whose certificates are alleged to have been lost, stolen, or destroyed, in order to effect the tender without certificate surrender LTs • Canceling surrendered Class B Shares and certificates • Tracking and reporting the number of shares Class B Shares submitted and the submitting shareholders, as required • Collecting and tracking Ownership Certifications from each holder of Class B Shares submitted for conversion • Calculating, proratingissuing, issuing and reconciling the Class A Shares issued upon receipt of properly executed LTs and surrender of the Preferred Share certificates • Calculating, issuing, and reconciling cash in lieu of fractional share checks and share certifctaes • Issuing tax forms and filing tax information with the IRS, as required • Enclosing and mailing the Class A Shares, checks, IRS Forms 1099-B, share certificates B and letters or notices to shareholders at the conclusion of the Tender Offer • Responding to shareholder telephone and correspondence inquiries • Replacing checks alleged to have been lost or destroyed

Appears in 1 contract

Samples: Voluntary Conversion Agent Agreement (iHeartMedia, Inc.)

SERVICES COVERED. DEPOSITARY—Tender Offer • Designating a project manager an operational team to carry out Depositary Agent duties, including document review and execution of legal agreement, review of letters of transmittal and communication materials, project management, and on-going project updates and reporting duties Enclosing and mailing offering materials to registered shareholders • Requesting banks/brokers/dealers listing from Reviewing the Depositary Agreement and other legal documents • Interfacing with Xxxxxxxxx (Info Agent), as necessary • Reviewing the Communication Package (i.e., Letter of Transmittal (LT), enclosure letters and other documentation • Converting the Company shareholder files to Computershare’s corporate actions system • Coordinating tender offer with The Depository Trust Company (DTC) • Contacting banks/brokers/dealers to inform them of the offering and requesting the number of sets of materials they will require to distribute to their shareholders • Distributing requested materials to banks/brokers/dealers • Establishing fulfillment telephone number to be include in the prospectus and DTC’s electronic notice to banks/brokers/dealers • Distributing additional sets of materials as requested through the fulfillment number • Establishing toll-free number to be include in the prospectus and DTC’s electronic notice to banks/brokers/dealers Clearing Corporation to facilitate banks/brokers/dealers/tenders from brokers and street shareholders telephone inquiries • Responding to banks/brokers/dealers/shareholders telephone and correspondence inquiries • Tracking and reporting the number of telephone calls received and their nature • Receiving, opening and processing returned LT LTs • Curing defective LTLTs, including telephoning and writing shareholders in connection with unsigned or improperly executed LT • Mailing proper documentation to shareholders whose certificates are alleged to have been lost, stolen, or destroyed, in order to effect the tender without certificate surrender LTs • Canceling surrendered certificates • Tracking and reporting the number of shares submitted and the submitting shareholders, as follows: Agent shall forward up to 10 reports of tender activity by email beginning the last 2 weeks before the expiration to each of the parties named below as to the following information, based upon a preliminary review as of the close of business on the preceding business day: (i) the number of Shares tendered; (ii) the number of Shares tended represented by certificates physically held by Agent; (iii) the number of Shares represented by Notices of Guaranteed Delivery; (iv) the number of Shares withdrawn; and (v) the cumulative totals of Shares in categories (i) through (iv) above. At the expiration of the offer Agent shall provide a master lists of Shares elected, including a complete list of the electing shareholders. Agent can furnish to the Purchaser, upon reasonable request, additional daily or inter-day ad hoc reports, for an additional fee of $100.00 per report. CalculatingCalculating and issuing checks at the completion of the tender period, prorating, issuing assuming receipt of properly executed Letters of Transmittal and reconciling checks and share certifctaes surrender of shares • Issuing tax forms and filing tax information with the IRS, as required • Enclosing and mailing checks, Forms 1099-B, share certificates B and letters or notices to shareholders at the conclusion of the Tender Offer • Replacing checks alleged to have been lost or destroyeddestroyed INFORMATION AGENT – TENDER OFFER BASE SERVICES • Advance review of Offer documents • Strategic advice relating to the Offer • Coordination of tombstone advertisement placement in newspapers • (cost for advertisement additional and dependent upon newspaper and size of advertisement) • Dissemination of Offer documents to bank and broker community • Communication with bank and broker community during Offer period • Outreach to Professional Investors • Communication with Depositary Agent to monitor progress of the offer • Provide progress updates to the advisory team ADDITIONAL/SUPPLEMENTAL SERVICES • Dedicated Toll-Free Number, Call Center Staffing and Training • Outbound communications to Registered/Retail Holders • Inbound communications to call center NOTE: The foregoing fees are exclusive of Expenses and custodial charges as described in paragraphs Article II, Sections 3 and 4 of this Agreement.

Appears in 1 contract

Samples: Depositary and Information Agent Agreement (Nuveen Mortgage Opportunity Term Fund 2)

SERVICES COVERED. DEPOSITARY - Tender Offer • Designating a project manager an operational team to carry out Depositary Agent duties, including document review and execution of legal agreement, review of letters of transmittal and communication materials, project management, and on-going project updates and reporting duties Enclosing and mailing offering materials to registered shareholders • Requesting banks/brokers/dealers listing from Reviewing the Depositary Agreement and other legal documents • Interfacing with Xxxxxxxxx (Info Agent), as necessary • Reviewing the Communication Package (i.e., Letter of Transmittal (LT), enclosure letters and other documentation • Converting the Company shareholder files to Computershare’s corporate actions system • Coordinating tender offer with The Depository Trust Company (DTC) • Contacting banks/brokers/dealers to inform them of the offering and requesting the number of sets of materials they will require to distribute to their shareholders • Distributing requested materials to banks/brokers/dealers • Establishing fulfillment telephone number to be include in the prospectus and DTC’s electronic notice to banks/brokers/dealers • Distributing additional sets of materials as requested through the fulfillment number • Establishing toll-free number to be include in the prospectus and DTC’s electronic notice to banks/brokers/dealers Clearing Corporation to facilitate banks/brokers/dealers/tenders from brokers and street shareholders telephone inquiries • Responding to banks/brokers/dealers/shareholders telephone and correspondence inquiries • Tracking and reporting the number of telephone calls received and their nature • Receiving, opening and processing returned LT LTs • Curing defective LTLTs, including telephoning and writing shareholders in connection with unsigned or improperly executed LT • Mailing proper documentation to shareholders whose certificates are alleged to have been lost, stolen, or destroyed, in order to effect the tender without certificate surrender LTs • Canceling surrendered certificates • Tracking and reporting the number of shares submitted and the submitting shareholders, as follows: Agent shall forward up to 10 reports of tender activity by email beginning the last 2 weeks before the expiration to each of the parties named below as to the following information, based upon a preliminary review as of the close of business on the preceding business day: (i) the number of Shares tendered; (ii) the number of Shares tended represented by certificates physically held by Agent; (iii) the number of Shares represented by Notices of Guaranteed Delivery; (iv) the number of Shares withdrawn; and (v) the cumulative totals of Shares in categories (i) through (iv) above. At the expiration of the offer Agent shall provide a master lists of Shares elected, including a complete list of the electing shareholders. Agent can furnish to the Purchaser, upon reasonable request, additional daily or inter-day ad hoc reports, for an additional fee of $100.00 per report. CalculatingCalculating and issuing checks at the completion of the tender period, prorating, issuing assuming receipt of properly executed Letters of Transmittal and reconciling checks and share certifctaes surrender of shares • Issuing tax forms and filing tax information with the IRS, as required • Enclosing and mailing checks, Forms 1099-B, share certificates B and letters or notices to shareholders at the conclusion of the Tender Offer • Replacing checks alleged to have been lost or destroyeddestroyed INFORMATION AGENT – TENDER OFFER BASE SERVICES • Advance review of Offer documents • Strategic advice relating to the Offer • Coordination of tombstone advertisement placement in newspapers • (cost for advertisement additional and dependent upon newspaper and size of advertisement) • Dissemination of Offer documents to bank and broker community • Communication with bank and broker community during Offer period • Outreach to Professional Investors • Communication with Depositary Agent to monitor progress of the offer • Provide progress updates to the advisory team ADDITIONAL/SUPPLEMENTAL SERVICES • Dedicated Toll-Free Number, Call Center Staffing and Training • Outbound communications to Registered/Retail Holders • Inbound communications to call center NOTE: The foregoing fees are exclusive of Expenses and custodial charges as described in paragraphs Article II, Sections 3 and 4 of this Agreement.

Appears in 1 contract

Samples: Depositary and Information Agent Agreement (Nuveen Mortgage Opportunity Term Fund)

SERVICES COVERED. DEPOSITARY - Tender Offer ■ Designating a project manager an operational team to carry out Depositary Agent duties, including document review and execution of legal agreement, review of letters of transmittal and communication materials, project management, and on-going project updates and reporting • Enclosing and mailing offering materials to registered shareholders • Requesting banks/brokers/dealers listing from duties ■ Reviewing the Depositary Agreement and other legal documents ■ Interfacing with Xxxxxxxxx (Info Agent), as necessary ■ Reviewing the Communication Package (i.e., Letter of Transmittal (LT), enclosure letters and other documentation ■ Converting the Purchaser shareholder files to Computershare’s corporate actions system ■ Coordinating tender offer with The Depository Trust Company (DTC) • Contacting banks/brokers/dealers to inform them of the offering and requesting the number of sets of materials they will require to distribute to their shareholders • Distributing requested materials to banks/brokers/dealers • Establishing fulfillment telephone number to be include in the prospectus and DTC’s electronic notice to banks/brokers/dealers • Distributing additional sets of materials as requested through the fulfillment number • Establishing toll-free number to be include in the prospectus and DTC’s electronic notice to banks/brokers/dealers Clearing Corporation to facilitate banks/brokers/dealers/tenders from brokers and street shareholders telephone inquiries • Responding to banks/brokers/dealers/shareholders telephone and correspondence inquiries • Tracking and reporting the number of telephone calls received and their nature • Receiving, opening and processing returned LT • LTs ■ Curing defective LTLTs, including telephoning and writing shareholders in connection with unsigned or improperly executed LT • Mailing proper documentation to shareholders whose certificates are alleged to have been lost, stolen, or destroyed, in order to effect the tender without certificate surrender • LTs ■ Canceling surrendered certificates Tracking and reporting the number of shares submitted • Calculatingand the submitting shareholders, proratingas follows: Agent shall forward up to 10 reports of tender activity by email beginning the last 2 weeks before the expiration to each of the parties named below as to the following information, based upon a preliminary review as of the close of business on the preceding business day: (i) the number of Shares tendered; (ii) the number of Shares tended represented by certificates physically held by Agent; (iii) the number of Shares represented by Notices of Guaranteed Delivery; (iv) the number of Shares withdrawn; and (v) the cumulative totals of Shares in categories (i) through (iv) above. At the expiration of the offer Agent shall provide a master lists of Shares elected, including a complete list of the electing stockholders. Agent can furnish to the Purchaser, upon reasonable request, additional daily or inter-day ad hoc reports, for an additional fee of $100.00 per report. ■ Calculating and issuing checks at the completion of the tender period, assuming receipt of properly executed Letters of Transmittal and reconciling checks and share certifctaes • surrender of shares ■ Issuing tax forms and filing tax information with the IRS, as required Enclosing and mailing checks, Forms 1099-B, share certificates B and letters or notices to shareholders at the conclusion of the Tender Offer • Replacing checks alleged to have been lost or destroyeddestroyed INFORMATION AGENT – TENDER OFFER

Appears in 1 contract

Samples: Depositary and Information Agent Agreement (Delaware Investments Dividend & Income Fund, Inc)

SERVICES COVERED. DEPOSITARY - Tender Offer ▪ Designating a project manager an operational team to carry out Depositary Agent duties, including document review and execution of legal agreement, review of letters of transmittal and communication materials, project management, and on-going project updates and reporting • Enclosing and mailing offering materials to registered shareholders • Requesting banks/brokers/dealers listing from duties ▪ Reviewing the Depositary Agreement and other legal documents ▪ Interfacing with Xxxxxxxxx (Info Agent), as necessary ▪ Reviewing the Communication Package (i.e., Letter of Transmittal (LT), enclosure letters and other documentation ▪ Converting the Company shareholder files to Computershare’s corporate actions system ▪ Coordinating tender offer with The Depository Trust Company (DTC) • Contacting banks/brokers/dealers to inform them of the offering and requesting the number of sets of materials they will require to distribute to their shareholders • Distributing requested materials to banks/brokers/dealers • Establishing fulfillment telephone number to be include in the prospectus and DTC’s electronic notice to banks/brokers/dealers • Distributing additional sets of materials as requested through the fulfillment number • Establishing toll-free number to be include in the prospectus and DTC’s electronic notice to banks/brokers/dealers Clearing Corporation to facilitate banks/brokers/dealers/tenders from brokers and street shareholders telephone inquiries • Responding to banks/brokers/dealers/shareholders telephone and correspondence inquiries • Tracking and reporting the number of telephone calls received and their nature • Receiving, opening and processing returned LT • LTs ▪ Curing defective LTLTs, including telephoning and writing shareholders in connection with unsigned or improperly executed LT • Mailing proper documentation to shareholders whose certificates are alleged to have been lost, stolen, or destroyed, in order to effect the tender without certificate surrender • Canceling LTs ▪ Xxxxxxxxx surrendered certificates Tracking and reporting the number of shares submitted • Calculatingand the submitting shareholders, proratingas follows: Agent shall forward up to 10 reports of tender activity by email beginning the last 2 weeks before the expiration to each of the parties named below as to the following information, based upon a preliminary review as of the close of business on the preceding business day: (i) the number of Shares tendered; (ii) the number of Shares tended represented by certificates physically held by Agent; (iii) the number of Shares represented by Notices of Guaranteed Delivery; (iv) the number of Shares withdrawn; and (v) the cumulative totals of Shares in categories (i) through (iv) above. At the expiration of the offer Agent shall provide a master lists of Shares elected, including a complete list of the electing stockholders. Agent can furnish to the Purchaser, upon reasonable request, additional daily or inter-day ad hoc reports, for an additional fee of $100.00 per report. ▪ Xxxxxxxxxxx and issuing checks at the completion of the tender period, assuming receipt of properly executed Letters of Transmittal and reconciling checks and share certifctaes • surrender of shares ▪ Issuing tax forms and filing tax information with the IRS, as required Enclosing and mailing checks, Forms 1099-B, share certificates B and letters or notices to shareholders at the conclusion of the Tender Offer • Replacing checks alleged to have been lost or destroyeddestroyed INFORMATION AGENT – TENDER OFFER

Appears in 1 contract

Samples: Information Agent Agreement (Tortoise Energy Independence Fund, Inc.)

AutoNDA by SimpleDocs

SERVICES COVERED. Designating a project manager an operational team to carry out Depositary Agent subscription agent duties, including document review and execution of legal agreement, review of letters of transmittal subscription form and communication materials, project event management, and on-going project event updates and reporting • Enclosing and mailing Converting XXX shareholder file to Computershare’s corporate actions system • Coordinating the offering materials to registered shareholders • Requesting banks/brokers/dealers listing from with the Depositary Trust Company (DTC) Contacting banks/brokers/dealers Interfacing with the information agent • Calculating the rights to inform them be distributed to each shareholder • Printing shareholder information on the subscription form • Coordinating the mailing of the offering and requesting the number of sets of materials they will require to distribute to their shareholders • Distributing requested subscription materials to banks/brokers/dealers • Establishing fulfillment telephone number to be include in shareholders with the prospectus and DTC’s electronic notice to banks/brokers/dealers • Distributing additional sets of materials as requested through the fulfillment number • Establishing toll-free number to be include in the prospectus and DTC’s electronic notice to banks/brokers/dealers to facilitate banks/brokers/dealers/shareholders telephone inquiries • Responding to banks/brokers/dealers/shareholders telephone and correspondence inquiries information agent • Tracking and reporting the number of telephone calls received and their nature • Receiving, opening and processing returned LT • Curing defective LT, including telephoning and writing shareholders in connection with unsigned or improperly executed LT • Mailing proper documentation to shareholders whose certificates are alleged to have been lost, stolen, or destroyed, in order to effect the tender without certificate surrender • Canceling surrendered certificates • Tracking and reporting the number of shares submitted • Calculating, prorating, issuing and reconciling checks and share certifctaes • Issuing tax forms and filing tax information with the IRSsubscriptions made, as required • Enclosing Processing the rights received and exercised • Selling the rights as requested by shareholders • Depositing participant checks daily • Providing receipt summation of checks received • Prorating subscriptions as required • Forwarding funds to XXX at the end of the offering period • Calculating, issuing and mailing shares and refund checks • Calculating, issuing, mailing and collecting invoices, if applicable • Calculating, issuing and mailing of solicitation checks, Forms 1099if applicable Subscription Agent Agreement FINAL XXX.docx Page 29 C. ITEMS NOT COVERED • Items not specified in the “Services Covered” section set forth in this Agreement, including any services associated with new duties, legislation or regulatory fiat, which become effective after the date of this Agreement (these will be provided on an appraisal basis) • Surcharge(s) for services, including, without limitation, Event Management services, rendered outside of normal business hours (i.e. 6:00 p.m. - 8:00 a.m. Monday through Friday, weekends, and U.S. holidays observed by the New York Stock Exchange). Additional fees will be provided on an appraisal basis. • All expenses, such as telephone line charges, overprinting, certificates, checks, postage, stationery, wire transfers, and excess material disposal (these will be billed as incurred) • Reasonable legal review fees if referred to outside counsel • Special reporting requests (including, but not limited to, escheatment, reconciliation and audit reports) and requests to expedite processed items outside of our standard target of 7-B, share certificates and letters or notices to shareholders at the conclusion of the Tender Offer • Replacing checks alleged to have been lost or destroyed10 day turnaround time

Appears in 1 contract

Samples: Subscription Agent Agreement (Western Asset High Income Fund Ii Inc.)

SERVICES COVERED. DEPOSITARY - Tender Offer ▪ Designating a project manager an operational team to carry out Depositary Agent duties, including document review and execution of legal agreement, review of letters of transmittal and communication materials, project management, and on-going project updates and reporting • Enclosing and mailing offering materials to registered shareholders • Requesting banks/brokers/dealers listing from duties ▪ Reviewing the Depositary Agreement and other legal documents ▪ Interfacing with Gxxxxxxxx (Info Agent), as necessary ▪ Reviewing the Communication Package (i.e., Letter of Transmittal (LT), enclosure letters and other documentation ▪ Converting the Company shareholder files to Computershare’s corporate actions system ▪ Coordinating tender offer with The Depository Trust Company (DTC) • Contacting banks/brokers/dealers to inform them of the offering and requesting the number of sets of materials they will require to distribute to their shareholders • Distributing requested materials to banks/brokers/dealers • Establishing fulfillment telephone number to be include in the prospectus and DTC’s electronic notice to banks/brokers/dealers • Distributing additional sets of materials as requested through the fulfillment number • Establishing toll-free number to be include in the prospectus and DTC’s electronic notice to banks/brokers/dealers Clearing Corporation to facilitate banks/brokers/dealers/tenders from brokers and street shareholders telephone inquiries • Responding to banks/brokers/dealers/shareholders telephone and correspondence inquiries • Tracking and reporting the number of telephone calls received and their nature • Receiving, opening and processing returned LT • LTs ▪ Curing defective LTLTs, including telephoning and writing shareholders in connection with unsigned or improperly executed LT • Mailing proper documentation to shareholders whose certificates are alleged to have been lost, stolen, or destroyed, in order to effect the tender without certificate surrender • Canceling LTs ▪ Cxxxxxxxx surrendered certificates Tracking and reporting the number of shares submitted • Calculatingand the submitting shareholders, proratingas follows: Agent shall forward up to 10 reports of tender activity by email beginning the last 2 weeks before the expiration to each of the parties named below as to the following information, based upon a preliminary review as of the close of business on the preceding business day: (i) the number of Shares tendered; (ii) the number of Shares tended represented by certificates physically held by Agent; (iii) the number of Shares represented by Notices of Guaranteed Delivery; (iv) the number of Shares withdrawn; and (v) the cumulative totals of Shares in categories (i) through (iv) above. At the expiration of the offer Agent shall provide a master lists of Shares elected, including a complete list of the electing stockholders. Agent can furnish to the Purchaser, upon reasonable request, additional daily or inter-day ad hoc reports, for an additional fee of $100.00 per report. ▪ Cxxxxxxxxxx and issuing checks at the completion of the tender period, assuming receipt of properly executed Letters of Transmittal and reconciling checks and share certifctaes • surrender of shares ▪ Issuing tax forms and filing tax information with the IRS, as required Enclosing and mailing checks, Forms 1099-B, share certificates B and letters or notices to shareholders at the conclusion of the Tender Offer • Replacing checks alleged to have been lost or destroyeddestroyed INFORMATION AGENT – TENDER OFFER

Appears in 1 contract

Samples: Depositary and Information Agent Agreement (Tortoise Power & Energy Infrastructure Fund Inc)

SERVICES COVERED. Designating a project manager an operational team to carry out Depositary Agent subscription agent duties, including document review and execution of legal agreement, review of letters of transmittal Subscription Form and communication materials, project management, and on-going project updates and reporting • Enclosing and mailing Converting BlackRock Corporate High Yield Fund, Inc. stockholder file to Computershare’s corporate actions system • Coordinating the offering materials to registered shareholders • Requesting banks/brokers/dealers listing from with the Depositary Trust Company (DTC) Contacting banks/brokers/dealers Interfacing with the information agent • Calculating the rights to inform them be distributed to each stockholder • Printing stockholder information on the Subscription Form • Coordinating the mailing of the offering and requesting the number of sets of materials they will require to distribute to their shareholders • Distributing requested subscription materials to banks/brokers/dealers stockholders with the information agent Establishing fulfillment telephone number Send Event Announcement E-mails to be include in eligible holders providing access instructions and codes to enter the prospectus Website, as applicable • Providing a Website for eligible holders to submit their instructions and DTC’s electronic notice to banks/brokers/dealers • Distributing additional sets of materials as requested through the fulfillment number • Establishing toll-free number to be include in the prospectus and DTC’s electronic notice to banks/brokers/dealers to facilitate banks/brokers/dealers/shareholders telephone inquiries • Responding to banks/brokers/dealers/shareholders telephone and correspondence inquiries payments, if applicable • Tracking and reporting the number of telephone calls received and their nature • Receiving, opening and processing returned LT • Curing defective LT, including telephoning and writing shareholders in connection with unsigned or improperly executed LT • Mailing proper documentation to shareholders whose certificates are alleged to have been lost, stolen, or destroyed, in order to effect the tender without certificate surrender • Canceling surrendered certificates • Tracking and reporting the number of shares submitted • Calculating, prorating, issuing and reconciling checks and share certifctaes • Issuing tax forms and filing tax information with the IRSsubscriptions made, as required • Enclosing Processing the rights received and exercised • Selling the rights as requested by stockholders • Depositing participant checks daily • Providing receipt summation of checks received • Prorating subscriptions as required • Forwarding funds to BlackRock Corporate High Yield Fund, Inc. at the end of the offering period • Calculating, issuing and mailing shares and refund checks • Calculating, issuing, mailing and collecting invoices, if applicable • Calculating, issuing and mailing of solicitation checks, Forms 1099-Bif applicable C. ITEMS NOT COVERED • Items not specified in the “Services Covered” section set forth in this Agreement, share certificates including any services associated with new duties, legislation or regulatory fiat, which become effective after the date of this Agreement (these will be provided on an appraisal basis) • Surcharge(s) for services, including, without limitation, project management services, rendered outside of normal business hours (i.e. 6:00 p.m. - 8:00 a.m. Monday through Friday, weekends, and letters or notices U.S. holidays observed by the New York Stock Exchange). Additional fees will be provided on an appraisal basis. • All expenses, such as telephone line charges, overprinting, certificates, checks, postage, stationery, wire transfers, and excess material disposal (these will be billed as incurred) • Reasonable legal review fees if referred to shareholders at outside counsel • Additional charges may be assessed to Computershare for modifications, changes and edits to the conclusion website content document and/or the Offer Website, and will be passed through to Advisor, subject to Section 16 of the Tender Offer Agreement. Replacing checks alleged Special reporting requests (including, but not limited to, escheatment, reconciliation and audit reports) and requests to have been lost or destroyedexpedite processed items outside of our standard target of 7-10-day turnaround time

Appears in 1 contract

Samples: Agent Agreement (Blackrock Corporate High Yield Fund, Inc.)

SERVICES COVERED. DEPOSITARY - Tender Offer • Designating a project manager an operational team to carry out Depositary Agent duties, including document review and execution of legal agreement, review of letters of transmittal and communication materials, project management, and on-going project updates and reporting duties Enclosing and mailing offering materials to registered shareholders • Requesting banks/brokers/dealers listing from Reviewing the Depositary Agreement and other legal documents • Interfacing with Xxxxxxxxx (Info Agent), as necessary • Reviewing the Communication Package (i.e., Letter of Transmittal (LT), enclosure letters and other documentation • Converting the Company shareholder files to Computershare’s corporate actions system • Coordinating tender offer with The Depository Trust Company (DTC) • Contacting banks/brokers/dealers to inform them of the offering and requesting the number of sets of materials they will require to distribute to their shareholders • Distributing requested materials to banks/brokers/dealers • Establishing fulfillment telephone number to be include in the prospectus and DTC’s electronic notice to banks/brokers/dealers • Distributing additional sets of materials as requested through the fulfillment number • Establishing toll-free number to be include in the prospectus and DTC’s electronic notice to banks/brokers/dealers Clearing Corporation to facilitate banks/brokers/dealers/tenders from brokers and street shareholders telephone inquiries • Responding to banks/brokers/dealers/shareholders telephone and correspondence inquiries • Tracking and reporting the number of telephone calls received and their nature • Receiving, opening and processing returned LT LTs • Curing defective LTLTs, including telephoning and writing shareholders in connection with unsigned or improperly executed LT • Mailing proper documentation to shareholders whose certificates are alleged to have been lost, stolen, or destroyed, in order to effect the tender without certificate surrender LTs • Canceling surrendered certificates • Tracking and reporting the number of shares Shares submitted and the submitting shareholders, as follows: Agent shall forward up to 10 reports of tender activity by email beginning the last 2 weeks before the expiration to each of the parties named below as to the following information, based upon a preliminary review as of the close of business on the preceding business day: (i) the number of Shares tendered; (ii) the number of Shares tended represented by certificates physically held by Agent; (iii) the number of Shares represented by Notices of Guaranteed Delivery; (iv) the number of Shares withdrawn; and (v) the cumulative totals of Shares in categories (i) through (iv) above. At the expiration of the offer Agent shall provide a master lists of Shares elected, including a complete list of the electing stockholders. Agent can furnish to the Purchaser, upon reasonable request, additional daily or inter-day ad hoc reports, for an additional fee of $100.00 per report. CalculatingCalculating and issuing checks at the completion of the tender period, prorating, issuing assuming receipt of properly executed Letters of Transmittal and reconciling checks and share certifctaes surrender of Shares • Issuing tax forms and filing tax information with the IRS, as required • Enclosing and mailing checks, Forms 1099-B, share certificates B and letters or notices to shareholders at the conclusion of the Tender Offer • Replacing checks alleged to have been lost or destroyeddestroyed INFORMATION AGENT – TENDER OFFER BASE SERVICES • Advance review of Offer documents • Strategic advice relating to the Offer • Coordination of tombstone advertisement placement in newspapers • (cost for advertisement additional and dependent upon newspaper and size of advertisement) • Dissemination of Offer documents to bank and broker community • Communication with bank and broker community during Offer period • Outreach to Professional Investors • Communication with Depositary Agent to monitor progress of the offer • Provide progress updates to the advisory team ADDITIONAL/SUPPLEMENTAL SERVICES • Dedicated Toll-Free Number, Call Center Staffing and Training • Outbound communications to Registered/Retail Holders • Inbound communications to call center NOTE: The foregoing fees are exclusive of Expenses and custodial charges as described in paragraphs Article II, Sections 3 and 4 of this Agreement.

Appears in 1 contract

Samples: Depositary and Information Agent Agreement (Nuveen Taxable Municipal Income Fund)

SERVICES COVERED. DEPOSITARY - Tender Offer ■ Designating a project manager an operational team to carry out Depositary Agent dutiesdepositary duties ■ Reviewing this Agreement and other legal documents ■ Reviewing the communication package (i.e. Offer to Purchase, including document review Letter of Transmittal (LT), enclosure letter(s) and execution of legal agreement, review of letters of transmittal and communication materials, project management, and on-going project updates and reporting • other documentation) ■ Enclosing and mailing offering Letters of Transmittal, notice to Shareholders, IRS Forms W-9s/W-8s, if applicable, and return envelopes, as applicable ■ Send Event Announcement E-mails to eligible holders providing access instructions and codes to enter the Website, as applicable. ■ Providing the Offer Web Site for eligible Shareholders to submit their tender instructions and the ability to amend or withdrawal previously submitted instructions according to the Offer terms for thirty (30) calendar days commencing from the launch of the Offer Website. Any extension(s) of the above referenced time period may require additional fees. ■ Interfacing with Xxxxxxxxx, as necessary ■ Converting Purchaser’s shareholder records to Computershare’s corporate actions system, if necessary ■ Establish post office boxes for receipt of Offer materials ■ Coordinate mailing of Offer materials to registered shareholders • Requesting banks/brokers/dealers listing from with Xxxxxxxxx ■ Coordinating the Offer with the Depositary Trust Company (DTC) • Contacting banks/brokers/dealers and Clearing Corporation ■ Receiving and opening Shares physically tendered ■ Tabulation and inclusion into the Offer, of Electronic Instructions received via the Offer Web Site ■ Upfront review of Shares tendered to inform them ensure presentment of the offering certificates and requesting the number of sets of materials they will require to distribute to their shareholders • Distributing requested materials to banks/brokers/dealers • Establishing fulfillment telephone number to be include in the prospectus and DTC’s electronic notice to banks/brokers/dealers • Distributing additional sets of materials as requested through the fulfillment number • Establishing toll-free number to be include in the prospectus and DTC’s electronic notice to banks/brokers/dealers to facilitate banks/brokers/dealers/shareholders telephone inquiries • Responding to banks/brokers/dealers/shareholders telephone and correspondence inquiries • Tracking and reporting the number of telephone calls received and their nature • Receivinglegal documents, opening and processing returned LT • when applicable ■ Curing defective LTLTs, including telephoning and writing shareholders in connection with unsigned or improperly executed LT • Mailing LTs ■ Responding to shareholder telephone and correspondence inquiries ■ mailing of proper documentation to shareholders whose certificates are alleged to have been lost, stolen, or destroyed, in order to effect the tender exchange without certificate surrender • Canceling ■ Xxxxxxxxx surrendered certificates Tracking and reporting the number of shares Shares submitted • Calculatingand the submitting shareholders, proratingas follows: Agent shall forward up to 10 reports of tender activity by email beginning the last 2 weeks before the expiration to each of the parties named below as to the following information, based upon a preliminary review as of the close of business on the preceding business day: (i) the number of Shares tendered; (ii) the number of Shares tendered represented by certificates physically held by Agent; (iii) the number of Shares represented by Notices of Guaranteed Delivery; (iv) the number of Shares withdrawn; and (v) the cumulative totals of Shares in categories (i) through (iv) above. At the expiration of the Offer Agent shall provide a master list of Shares elected, including a complete list of the electing shareholders. Agent can furnish to the Purchaser, upon reasonable request, additional daily or inter-day ad hoc reports, for an additional fee of $100.00 per report. ■ Prorating tendered Shares, if applicable ■ Xxxxxxxxxxx and issuing checks upon expiration of the tender period, assuming receipt of properly executed Letters of Transmittal and reconciling checks surrender of certificates ■ Coordinating the cancellation of tendered Shares and share certifctaes • the reissuance of Shares not accepted in the Offer ■ Issuing tax forms and filing tax information with the IRS, as required Enclosing and mailing checks, Forms 1099-B, share certificates and letters or notices to shareholders at the conclusion of the Tender Offer • Replacing checks alleged to have been lost or destroyeddestroyed INFORMATION AGENT – TENDER OFFER BASE SERVICES ■ Advance review of Offer documents ■ Strategic advice relating to the Offer ■ Dissemination of Offer documents to bank and broker community ■ Communication with bank and broker community during Offer period ■ Outreach to professional investors ■ Communication with Agent to monitor progress of the Offer ■ Provide progress updates to the advisory team

Appears in 1 contract

Samples: Depositary and Information Agent Agreement (Delaware Enhanced Global Dividend & Income Fund)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!