Shareholder Records, Reports and Services (1) The Transfer Agent shall maintain all shareholder accounts, which shall contain all required tax, legally imposed and regulatory information; shall provide shareholders, and file with federal and state agencies, all required tax and other reports pertaining to shareholder accounts; shall prepare shareholder mailing lists; shall cause to be printed and mailed all required prospectuses, annual reports, semiannual reports, statements of additional information (upon request), proxies and other mailings to shareholders; and shall cause proxies to be tabulated.
Shareholder Reports All expenses of preparing, setting in type, printing and distributing reports and other communications to shareholders.
Stock Transfer Records As soon as practicable after the effective exercise of all or any part of the Option, Participant shall be recorded on the stock transfer books of the Company as the owner of the shares purchased, and the Company shall deliver to Participant one or more duly issued stock certificates evidencing such ownership. All requisite original issue or transfer documentary stamp taxes shall be paid by the Company.
Shareholder Inspection of Stock Records Upon requests from Fund shareholders to inspect stock records, PFPC will notify the Fund and require instructions granting or denying each such request. Unless PFPC has acted contrary to the Fund's instructions, the Fund agrees to release PFPC from any liability for refusal of permission for a particular shareholder to inspect the Fund's shareholder records.
Correction of Shareholder Accounts In the case of a Material NAV Error, corrections are made by correcting or “reprocessing” shareholder transactions/accounts at the correct NAV. When the NAV is understated, investors purchasing shares receive too many shares, and redeeming shareholders are paid less redemption proceeds than that to which they are entitled. When the NAV is overstated, investors purchasing shares receive too few shares for the amount paid and redeeming shareholders are paid excess redemption proceeds. Thus, correction or reprocessing of shareholder accounts results in adjusting the number of shares purchased or sold to the number that should have been acquired or sold, based on the correct NAV and the amount paid. In the case of a full redemption at an 91 understated NAV, the redeeming shareholder would be reimbursed directly for the additional amount they would have received in the absence of the NAV Error (subject to the $10 per-account correction minimum). In the case of a full redemption at an overstated NAV, TRP would determine whether to pursue reclamation of the overpayment from the shareholder (for accounts above the $10 per-account correction minimum). If TRP elects not to pursue reclamation from the shareholder, the amount of the overpayment will be paid in to the fund by TRP. Additionally, any reasonable losses and out-of-pocket expenses incurred for correcting shareholder accounts will be paid by the party responsible for causing the error. When a fund corrects shareholder accounts (and restates its NAV), investors or beneficial owners who hold shares through an intermediary (such as banks, broker-dealers, and defined contribution plan recordkeepers) will be corrected in the same manner (i.e., shareholders invested through an intermediary’s omnibus account should be transacted at the fund’s restated/official NAV). Further, there may also be losses or benefits to shareholders if the shareholders exchanged all shares of a fund with a Material NAV Error into another fund (“New Fund”) during an Error Period. Should this occur, the amount of New Fund shares may also need to be corrected to reflect the correct share amount (e.g., if a shareholder exchanges all shares of a fund with an understated NAV into a New Fund, the shareholder will receive less proceeds and therefore less shares of the New Fund and the New Fund account also would be corrected). In certain circumstances, such as, for example, where the costs of determining and administering the adjustment to shareholder accounts are excessive in relation to the adjustment, TRP may determine to implement alternative corrective action subject to approval by the fund’s Audit Committee or Trust Company’s Board. In such cases, the incremental cost of any such alternative corrective action (in excess of the cost of correction otherwise in accordance with this policy) will be borne solely by TRP. To the extent an NAV Error is corrected by adjusting shareholder accounts/transactions at the correct NAV (i.e., the NAV is restated), the restated NAV becomes the official NAV and is used for all purposes, including shareholder account/transaction correction, performance computations, “as of” transactions, and financial reporting. The restated NAV is presented on shareholder statements, web postings, and in financial reporting. If an NAV Error does not result in an NAV restatement, the original NAV remains the official NAV used for shareholder transactions and performance computations.
Computer Records World Omni and the Depositor will cause their accounting and computer records to be marked to indicate the sale and assignment of the Receivables from World Omni to the Depositor and from the Depositor to the Trust.
Shareholder Accounts In connection with the establishment of Shareholder accounts, JHSS shall:
Access to Accounting Records All books and records of the Company shall be maintained at any office of the Company or at the Company’s principal place of business, and the Member, and its duly authorized representative, shall have access to them at such office of the Company and the right to inspect and copy them at reasonable times.
Closing of Transfer Records After the close of business on the Closing Date, transfers of Target Shares outstanding prior to the Effective Time shall not be made on the stock transfer books of the Surviving Corporation.
Books and Records Accounting Tax Matters 40 10.1 Books and Records 40 10.2 Custody of Partnership Funds; Bank Accounts 41 10.3 Fiscal and Taxable Year 41 10.4 Annual Tax Information and Report 41 10.5 Tax Matters Partner; Tax Elections; Special Basis Adjustments 41 10.6 Reports to Limited Partners 42 ARTICLE 11 AMENDMENT OF AGREEMENT 42 ARTICLE 12 GENERAL PROVISIONS 43 12.1 Notices 43 12.2 Survival of Rights 43 12.3 Additional Documents 43 12.4 Severability 43 12.5 Entire Agreement 43 12.6 Pronouns and Plurals 44 12.7 Headings 44 12.8 Counterparts 44 12.9 Governing Law 44 ii EXHIBIT A CONTRIBUTIONS & INTEREST A-1 EXHIBIT B NOTICE OF EXERCISE OF REDEMPTION RIGHT B-1 EXHIBIT C NOTICE OF ELECTION BY PARTNER TO CONVERT LTIP UNITS INTO LIMITED PARTNERSHIP UNITS C-1 EXHIBIT D NOTICE OF ELECTION BY PARTNERSHIP TO FORCE CONVERSION OF LTIP UNITS INTO LIMITED PARTNERSHIP UNITS D-1 LIMITED PARTNERSHIP AGREEMENT OF NORTHSTAR REAL ESTATE INCOME TRUST OPERATING PARTNERSHIP LP This Limited Partnership Agreement is entered into this ______ day of ___, 2009, between NorthStar Real Estate Income Trust Inc., a Maryland corporation (the “General Partner”), and the Limited Partners set forth on Exhibit A attached hereto. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.
