Exhibit (k)(1)
Transfer Agency and Service Agreement
Between
Certain ▇▇▇ ▇▇▇▇▇▇ Closed-End Funds
and
EquiServe Trust Company .A.
and
EquiServe Inc.
Table of Contents
Section 1. Certain Definitions............................................................4
Section 2. Appointment of Agent...........................................................5
Section 3. Standard Services..............................................................6
Section 4. Dividend Disbursing Services...................................................7
Section 5. Optional Services and Standards................................................8
Section 6. Fees and Expenses..............................................................8
Section 7. Representations and Warranties of Transfer Agent...............................
Section 8. Representations and Warranties of Customers....................................
Section 9. Indemnification/Limitation of Liability........................................11
Section 10. Damages........................................................................13
Section 11. Standard Care..................................................................13
Section 12. Responsibilities of the Transfer Agent.........................................13
Section 13. Covenants of the Customers and Transfer Agent..................................15
Section 14. Data Access and Propreitary Information........................................
Section 15. Confidentiality................................................................16
Section 16. Term and Termination 17
Section 7. Assignment.....................................................................18
Section 18. Unaffiliated Third Parties.....................................................19
Section 19. Miscellaneous.
Section 19.1 Notice
Section 19.2 Successors.....................................................................20
Section 19.3 Amendments.....................................................................20
Section 19.4 Severability...................................................................20
Section 19.5 Governing Law..................................................................20
Section 19.6 Force Majeure..................................................................20
Section 19.7 Descriptive Headings...........................................................20
Section 19.8 Third Party Beneficiaries
Section 19.9 Survival
Section 19.10 Priorities.....................................................................21
Section 19.11 Merger of Agreement.
Section 19.12 Counterparts...................................................................21
3
AGREEMENT made as of the 1st day of January, 2002, by and among Certain
▇▇▇ ▇▇▇▇▇▇ Closed-End Funds as set forth in Appendix A, having their principal
office and place of business at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇ (collectively, the "Customers," or individually, the "Customer"), and
EquiServe Trust Company, N .A. and EquiServe Limited Partnership (collectively,
the "Transfer Agent").
NOW THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
1. CERTAIN DEFINITIONS.
(a) "Account" or "Accounts" shall mean the account of each
Shareholder which account shall hold any full or fractional
shares of Stock held by such Shareholder and/or outstanding
funds or tax reporting to be done.
(b) "Additional Services" shall mean any and all services which
are not Services as set forth in the Fee and Service
Schedule, but performed by Transfer Agent upon request of
Customers.
(c) "Agreement" shall mean this agreement and any and all exhibits
or schedules attached hereto and any and all amendments or
modifications, which may from time to time be executed.
(d) "Annual Period" shall mean each twelve (12) month period
commencing on the Effective Date and, thereafter, on each
anniversary of the Effective Date.
(e) "Closed Account" shall mean an account with a zero share
balance, no outstanding funds or no reportable tax
information.
(f) "Dividend Reinvestment Plan" and "Direct Stock Purchase Plan
shall mean the services as set forth in Section 4 and in the
Fee and Service Schedule.
(g) "Effective Date" shall mean the date first stated above.
(h) "Enrollment Materials" shall mean the Plan brochure,
enrollment card and other materials prepared by Transfer
Agent for distribution to Participants.
(i) "Fee and Service Schedule" shall mean the fees and services
set forth in the "Fee and Service Schedule" attached hereto.
(j) "Optional Services" shall mean all services described in
Section 5.
(k) "Services" shall mean any and all services as further
described herein and in the "Fee and Service Schedule" or
other schedules attached hereto.
4
(l) "Shares" shall mean common stock of the Customer authorized by the
Customer's Declaration of Trust.
2. APPOINTMENT OF AGENT
2.1 The Customers hereby appoints the Transfer Agent to act as sole
transfer agent and registrar for all Shares in accordance with the terms and
conditions hereof, and the Transfer Agent accepts said appointment.
2.2 In connection with the appointing of Transfer Agent as the transfer
agent and registrar for the Customers, the Customers has previously filed the
following documents with the Transfer Agent:
Copies of Registration Statements and
amendments thereto, filed with the Securities and
Exchange Commission for initial public offerings;
Specimens of all forms of outstanding stock
certificates, in forms approved by the Boards of
Trustees of the Customers, with a certificate of the
Secretary of each Customer as to such approval;
Specimens of the Signatures of the officers of
the Customers authorized to sign stock certificates and
individuals authorized to sign written instructions and
requests; and
(d) An opinion of counsel for each Customer with respect
to:
(i) Each Customer's organization and existence
under the laws of its state of organization.
(ii) The status of all Shares of stock of each
Customer covered by the appointment under the
Securities Act of 1933, as amended, and any
other applicable federal or state statute; and
(iii) That all issued Shares are, and all unissued
shares will be, when issued, validly issued,
fully paid and non-assessable.
2.3 Transfer Agent may adopt as part of its records all lists of
holders, records of each Customer's stock, books, documents and records which
have been employed by any former agent of the Customer for the maintenance of
the ledgers for such shares, provided such ledger is certified by an officer of
Customer or the prior transfer agent to be true, authentic and complete.
2.4 Customers shall, if applicable, inform Transfer Agent as to (i) the
existence or termination of any restrictions on the transfer of Shares and in
the application to or removal from any certificate of stock of any legend
restricting the transfer of such Shares
5
or the substitution for such certificate of a certificate without such legend,
(ii) any authorized but unissued Shares reserved for specific purposes, (iii)
any outstanding shares which are exchangeable for Shares and the basis for
exchange, (iv) reserved Shares subject to option and the details of such
reservation and (v) special instructions regarding dividends and information of
foreign holders.
2.5 Transfer Agent represents that it is engaged in an independent
business and will perform its obligations under this Agreement as an agent of
Customers.
2.6 Customers shall deliver to Transfer Agent an appropriate supply of
stock certificates, which certificates shall provide a signature panel for use
by an officer of or authorized ▇▇▇▇▇▇ for Transfer Agent to sign as transfer
agent and registrar, and which shall state that such certificates are only valid
after being countersigned and registered.
3. STANDARD SERVICES.
3.1 The Transfer Agent will perform the following services:
In accordance with the procedures established form time to time by
agreement between the Customers and the Transfer Agent, the Transfer Agent
shall:
(a) issue and record the appropriate number of Shares as authorized and
hold such shares in the appropriate shareholder ("Shareholder")
account;
(b) effect transfers of Shares by the registered owners thereof upon
receipt of appropriate documentation;
(c) prepare and transmit payments for dividends and distributions
declared by the respective Customer, provided good funds for said
dividends or distributions are received by the Transfer Agent prior
to or on the scheduled mailing date for said dividends or
distributions;
(d) act as agent for Shareholders pursuant to the dividend reinvestment
plan, and other investment programs as amended from time to time in
accordance with the terms of the agreements relating thereto to which
the Transfer Agent is or will be a party; and
(e) issue replacement certificates for those certificates alleged to
have been lost, stolen or destroyed upon receipt by the Transfer
Agent of an open penalty surety bond satisfactory to it and holding
it, the Customers harmless, absent notice to the Customers and the
Transfer Agent that such certificates have been acquired by a bona
fide purchaser. The Transfer Agent, at its option, may issue
replacement certificates in place of mutilated stock certificates
upon presentation thereof without such indemnity. Further, the
Transfer Agent may at its sole option accept indemnification from a
Customers to issue replacement certificates for those
6
certificates alleged to have been lost, stolen or destroyed in lieu of
an open penalty bond.
(f) issue replacement checks and place stop on original checks based on
shareholder's representation that a check was not received or was
lost. Such stops and replacement will be deemed to have been made at
the request of Customers and Customers shall be responsible for all
losses or claims resulting from such replacement.
3.2 Customary Services. The Transfer Agent shall perform all the
customary services of a transfer agent, dividend disbursing agent, agent of
dividend reinvestment plan, cash purchase plan and other investment programs as
described in Section 3.1 consistent with those requirements in effect as of the
date of this Agreement and in compliance with applicable laws as set forth in
Section 3.3; provided, however, the Transfer Agent shall not be required to take
shareholder telephone calls or respond to written shareholder inquiries. All
such shareholder inquiries in writing or by telephone shall be handled by
Customers. Any correspondence or telephone inquiries from shareholders received
by the Transfer Agent will be forwarded to Customers. The detailed services and
definition, frequency, limitations and associated costs (if any) are set out in
the attached fee and service schedule ("Fee and Service Schedule").
3.3 Compliance with Laws. The Customers agrees the Transfer Agent is
obligated to comply with all applicable federal, state and local laws and
regulations, codes, order and government rules in the performance of its duties
hereunder this Agreement.
3.4 Unclaimed Property and Lost Shareholders. The Transfer Agent shall
report unclaimed property to each state in compliance with state law and Section
17Ad-17 of the Exchange Act of 1934 as amended (the "Exchange Act") for lost
shareholders. If the Customers are not in compliance with applicable state laws,
there will be no charge for the first two years for this service; provided that
after the first two years, the Transfer Agent will charge Customers its then
standard fee plus any out-of-pocket expenses.
3.5 Compliance with Office of Foreign Asset Control ("OFAC")
Regulation. Ensure compliance with OFAC laws.
4. DIVIDEND DISBURSING SERVICES.
4.1 Upon receipt of a written notice from the President, any Vice
President, Assistant Secretary, Treasurer or Assistant Treasurer of a Customer
declaring the payment of a dividend, Transfer Agent shall disburse such dividend
payments provided that on or before the mail date for such payment, Customers
furnishes Transfer Agent with sufficient funds. The payment of such funds to
Transfer Agent for the purpose of being available for the payment of dividend
checks from time to time is not intended by Customers to confer any rights in
such funds on Customer shareholders whether in trust or in contract or
otherwise.
7
4.2 Customers hereby authorizes Transfer Agent to stop payment of
checks issued in payment of dividends, but not presented for payment, when the
payees thereof allege either that they have not received the checks or that such
checks have been mislaid, lost, stolen, destroyed or, through no fault of
theirs, are otherwise beyond their control and cannot be produced by them for
presentation and collection, and Transfer Agent shall issue and deliver
duplicate checks in replacement thereof, and Customers shall indemnify Transfer
Agent against any loss or damage resulting from reissuance of the checks.
4.3 Transfer Agent is hereby authorized to deduct from all dividends
declared by Customers and disbursed by Transfer Agent, as dividend disbursing
agent, the tax required to be withheld pursuant to Sections 1441, 1442 and 3406
of the Internal Revenue Code of 1986, as amended, or by any Federal or State
statutes subsequently enacted, and to make the necessary return and payment of
such tax in connection therewith.
5. OPTIONAL SERVICES AND STANDARDS.
5 Optional Services
To the extent that a Customer elects to
engage the Transfer Agent to provide the services
listed below the Customers shall engage the
Transfer Agent to provide such services upon terms
and fees to be agreed upon by the parties:
a. Employee Plan Services;
b. Employee Share Purchase Programs;
c. Corporate Actions (including inter alia,
odd lot buy backs, exchanges, mergers, redemptions,
subscriptions, capital reorganization, coordination
of post-merger services and special meetings); and
d. Shareholder written and telephone inquiry
services.
6. FEES AND EXPENSES.
6.1 Fee and Service Schedules. Customers agrees to pay Transfers Agent
fees for services performed pursuant to this Agreement as set forth in the Fee
and Service Schedule attached hereto, for the Initial Term of the Agreement.
6.2 COLA. After the Initial Term of the Agreement, providing that
service mix and volumes remain constant, the fees listed in the Fee and Service
Schedule shall be increased by the accumulated change in the National Employment
Cost Index for Service Producing Industries (Finance, Insurance, Real Estate)
for the preceding years of the contract, as published by the Bureau of Labor
Statistics of the United States Department of Labor. Fees will be increased on
this basis on each successive contract anniversary thereafter.
8
6.3 Adjustments. Notwithstanding Section 6.1 above, fees, and the
out-of-pocket expenses and advances identified under Section 6.4 below, may be
changed from time to time as agreed upon in writing between the Transfer Agent
and the Customers.
6.4 Out-of-Pocket Expenses. In addition to the fees paid under Section
6.1 above, the Customer agrees to reimburse the Transfer Agent for out-of-pocket
expenses, including but not limited to postage, forms, telephone, microfilm,
microfiche, taxes, records storage, exchange and broker fees, or advances
incurred by the Transfer Agent for the items set out in Exhibit A attached
hereto. Out-of-pocket expenses may include the costs to Transfer Agent of
administrative expenses. In addition, any other expenses incurred by the
Transfer Agent at the request or with the consent of the Customers, will be
reimbursed by the applicable Customer.
6.5 Conversion Funds. Conversion funding required by any out of
proof condition caused by a prior agents' services shall be advanced to Transfer
Agent prior to the commencement of services.
6.6 Postage. Postage for mailing of dividends, proxies, Customers
reports and other mailings to all shareholder accounts shall be advanced to the
Transfer Agent by the Customers prior to commencement of the mailing date of
such materials.
6.7 Invoices. The Customers agrees to pay all fees and reimbursable
expenses upon 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 Customers may only withhold that portion of the fee or expense subject to
the good faith dispute. The Customers shall notify the Transfer Agent in writing
within twenty-one (21) calendar days following the receipt of each billing
notice if the Customer disputing any amounts in good faith. If the Customer does
not provide such notice of dispute within the required time, the billing notice
will be deemed accepted by the Customer. The Customer shall settle such disputed
amounts within five (5) days of the day on which the parties agree on the amount
to be paid by payment of the agreed amount. If no agreement is reached, then
such disputed amounts shall be settled as may be required by law or legal
process.
6.8 Taxes. Customers shall pay all sales or use taxes in lieu thereof
with respect to the Services (if applicable) provided by Transfer Agent under
this Agreement.
6.9 Late Payments.
(a) If any undisputed amount in an invoice of the Transfer Agent (for
fees or reimbursable expenses) is not paid when due, the Customers shall pay the
Transfer Agent interest thereon (from the due date to the date of payment) at a
per annum rate equal to one percent (1.0%) plus the Prime Rate (that is, the
base rate on corporate loans posted by large domestic Transfer Agents) published
by The Wall Street Journal (or, in the event such rate is not so published, a
reasonably equivalent published rate selected by Customers on the first day of
publication during the month when such amount was due.
9
Notwithstanding any other provision hereof, such interest rate shall be no
greater than permitted under applicable provisions of Massachusetts or New
Jersey law.
(b) The failure by Customers to pay an invoice within 90 days after
receipt of such invoice or the failure by the Customers to timely pay two
consecutive invoices shall constitute a material breach pursuant to Section
16.2(a)(i) below. The Transfer Agent may terminate this Agreement for such
material breach immediately and shall not be obligated to provide the Customers
with 30 days to cure such breach.
6.10 Services Required by Legislation. Services required by legislation
or regulatory mandate that become effective after the effective date of this
Agreement shall not be part of the standard services, and shall be billed by
appraisal.
6.11 Overtime Charges. Overtime charges will be assessed in the event
of a late delivery to the Transfer Agent of Customers material for mailings to
shareholders, unless the mail date is rescheduled. Such material includes, but
is not limited to, proxy statements, quarterly and annual reports, dividend
enclosures and news releases.
REPRESENTATIONS AND WARRANTIES OF TRANSFER AGENT.
The Transfer Agent represents and warrants to the Customers that:
7.1 EquiServe Trust Company, N.A. is a federally chartered limited
purpose national bank duly organized under the laws of the United States and
EquiServe Limited Partnership is a limited partnership validly existing and in
good standing under the laws of the State of Delaware;
7.2 It is duly qualified to carry on its business in The Commonwealth
of Massachusetts;
7.3 It is empowered under applicable laws and by its Charter and/or
By-Laws to enter into and perform this Agreement;
7.4 All requisite corporate proceedings have been taken to authorize it
to enter into and perform this Agreement; and
7.5 It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and obligations under
this Agreement.
7.6 It will comply with all applicable sections of the Securities
Exchange Act of 1934 necessary to enter into and perform this Agreement.
7.7 It has and will continue to have a disaster recovery plan which may
be reviewed by Customers upon request.
10
8. REPRESENTATIONS AND WARRANTIES OF CUSTOMERS.
The Customers represents and warrants to the Transfer Agent that:
8.1 Customers are duly organized, existing and in good standing under
the laws of Massachusetts;
8.2 It is empowered under applicable laws and by its Declaration of
Trust and By-Laws to enter into and perform this Agreement;
8.3 All corporate proceedings required by said Declaration of Trust,
and By-Laws and applicable law have been taken to authorize it to enter into and
perform this Agreement; and
8.4 A registration statement under the Securities Act of 1933, as
amended (the "1933 Act") was filed prior to the initial offering of any Shares,
and all appropriate state securities law filings were made within respect to all
Shares of the Customers; information to the contrary will result in immediate
notification to the Transfer Agent.
9. INDEMNIFICATION.
9.1 The Transfer Agent shall not be responsible for, and the applicable
Customer shall indemnify and hold the Transfer Agent harmless from and against,
any and all losses, claims, damages, costs, charges, counsel fees and expenses,
payments, expenses and liability 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 such actions are taken in good faith and without negligence or
willful misconduct;
(b) The Customer's lack of good faith, negligence or willful
misconduct or the breach of any representation or warranty of the
Customers hereunder;
(c) The reliance or use by the Transfer Agent or its agents or
subcontractors of information, records and documents which (i) are
received by the Transfer Agent or its agents or subcontractors and
furnished to it by or on behalf of the Customer, and (ii) have been
prepared and/or maintained by the Customer or any other person or firm
on behalf of the Customer. Such other person or firm shall include any
former transfer agent or former registrar, or co-transfer agent or
co-registrar or any current registrar where the Transfer Agent is not
the current registrar;
(d) The reliance or use by the Transfer Agent or its agents or
subcontractors of any paper or document reasonably believed to be
genuine and to have been signed by the proper person or persons
including Shareholders;
11
(e) The reliance on, or the carrying out by the Transfer Agent
or its agents or subcontractors of any instructions or requests of the
Customer's or Customer's representatives;
(f) The offer or sale of Shares in violation of any federal or
state securities laws requiring that such shares be registered or in
violation of any stop order or other determination or ruling by any
federal or state agency with respect to the offer or sale of such
Shares;
(g) The negotiations and processing of checks, including
checks made payable to prospective or existing shareholders which are
tendered to the Transfer Agent for the purchase of shares (commonly
known as "third party checks");
(h) Any actions taken or omitted to be taken by any former
agent of Customer and arising from Transfer Agent's reliance on the
certified list of holders; and
(i) The negotiation, presentment, delivery or transfer of
shares through the Direct Registration System Profile System.
9.2 At any time the Transfer Agent may apply to any officer of the
applicable Customer for instruction, and may consult with legal counsel with
respect to any matter arising in connection with the services to be performed by
the Transfer Agent under this Agreement, and Transfer Agent and its agents and
subcontractors shall not be liable and shall be indemnified by such Customer for
any action taken or omitted by it in reliance upon such instructions or upon the
advice or opinion of such counsel. The Transfer Agent, its agents and
subcontractors shall be protected and indemnified in acting upon any paper or
document reasonably believed to be genuine and to have been signed by the proper
person or persons, or upon any instruction, information, data, records or
documents provided the Transfer Agent or its agents or subcontractors by
telephone, in person, machine readable input, telex, CRT data entry or similar
means authorized by such Customer, and shall not be held to have notice of any
change of authority of any person, until receipt of written notice thereof from
the Customer. The Transfer Agent, its agents and subcontractors shall also be
protected and indemnified in recognizing stock certificates which are reasonably
believed to bear the proper manual or facsimile signatures of officers of the
Customer, and the proper countersignature of any former transfer agent or former
registrar, or of a co-transfer agent or co-registrar.
9.3 In order that the indemnification provisions contained in this
Section shall apply, upon the assertion of a claim for which the Customer may be
required to indemnify the Transfer Agent, the Transfer Agent shall promptly
notify the Customer of such assertion, and shall keep the Customer advised with
respect to all developments concerning such claim. The Customer shall have the
option to participate with the Transfer Agent in the defense of such claim or to
defend against said claim in its own
12
name or the name of the Transfer Agent. The Transfer Agent shall in no case
compromise any claim or make any compromise in any case in which the Customer
may be required to indemnify it except with the Customer's prior written
consent.
10. DAMAGES.
NEITHER PARTY SHALL BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR
CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER, INCLUDING, BUT NOT LIMITED TO,
LOSS OF ANTICIPATED PROFITS, OCCASIONED BY A BREACH OF ANY PROVISION OF THIS
AGREEMENT EVEN IF APPRISED OF THE POSSIBILITY OF SUCH DAMAGES.
11. STANDARD OF CARE.
The Transfer Agent shall at all times act in good faith and agrees to
use its best efforts within reasonable time 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 said errors are caused by
its negligence, bad faith or willful misconduct or that of its employees, agents
or subcontractors.
12. RESPONSIBILITIES OF THE TRANSFER AGENT.
The Transfer Agent undertakes the duties and obligations imposed by
this Agreement upon the following terms and conditions, by all of which the
Customers, by its acceptance hereof, shall be bound:
12.1 Whenever in the performance of its duties hereunder the Transfer
Agent shall deem it necessary or desirable that any fact or matter be proved or
established prior to taking or suffering any action hereunder, such fact or
matter may be deemed to be conclusively proved and established by a certificate
signed by the Chairman of the Board, the President, any Vice President, the
Treasurer, any Assistant treasurer, the Secretary or any Assistant Secretary of
the applicable Customer and delivered to the Transfer Agent. Such certificate
shall be full authorization to the Transfer Agent for any action taken or
suffered in good faith by it under the provisions of this Agreement in reliance
upon such certificate.
12.2 The Customers agrees that it will perform, execute, acknowledge
and deliver or cause to be performed, executed, acknowledged and delivered all
such further and other acts, instruments and assurances as may reasonably be
required by the Transfer Agent for the carrying out, or performing by the
Transfer Agent of the provisions of this Agreement.
12.3 Transfer Agent, any of its affiliates or subsidiaries, and any
stockholder, director, officer or employee of the Transfer Agent may buy, sell
or deal in the securities of the Customers or become pecuniary interested in any
transaction in which the Customers may be interested, or contract with or lend
money to the Customers or otherwise act as fully and freely as though it were
not appointed as agent under this
13
Agreement. Nothing herein shall preclude the Transfer Agent from acting in any
other capacity for the Customers or for any other legal entity.
12.4 No provision of this Agreement shall require the Transfer Agent to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder or in the exercise of its rights if
it shall believe in good faith that repayment of such funds or adequate
indemnification against such risk or liability is not reasonably assured to it.
13. COVENANTS OF THE CUSTOMERS AND TRANSFER AGENT.
13.1 Customers Corporate Authority. The Customers have previously furnished
or will furnish to the Transfer Agent the following:
(a) A copy of the Declaration of Trust and By-Laws of
each Customer;
(b) Copies of all material amendments to each Customer's
Declaration of Trust or By-Laws made after the date
of this Agreement, promptly after such amendments are
made; and
(c) A certificate of each Customer as to the Shares
authorized issued and outstanding as well as a
description of all reserves of unissued shares
relating to the exercise of options warrants or a
conversion of debentures or otherwise.
13.2 Transfer Agent Facilities. The Transfer Agent hereby agrees to
establish and maintain facilities and procedures reasonably acceptable
to the Customers for the safekeeping of stock certificates, check forms
and facsimile signature imprinting devices, if any, and for the
preparation, use, and recordkeeping of such certificates, forms and
devices.
13.3 Records. The Transfer Agent shall keep records relating to the services
to be performed hereunder, in the form and manner as it may deem
advisable. The Transfer Agent agrees that all such records prepared or
maintained by it relating to the services performed hereunder are the
property of the Customers and will be preserved, maintained and made
available in accordance with the requirements of law, and will be
surrendered promptly to the Customers on and in accordance with its
request.
13.4 Confidentiality. The Transfer Agent and the Customers agree that all
books, records, information and data pertaining to the business of the
other party which are exchanged or received pursuant to the negotiation
or the carrying out of this Agreement shall remain confidential, and
shall not be voluntarily disclosed to any other person, except as may
be required by law. If disclosure is requested upon alleged authority
of law, the party to whom disclosure is requested shall provide prompt
notice of such request to the other party to enable such other party to
seek appropriate protective order or other remedy. If, in the absence
of a protective order or other remedy or waiver of the
14
terms of this provision, the party to whom disclosure is requested determines in
good faith that it is required by law to disclose any books, records,
information or data pertaining to the business of the other party, it may do so
without any liability.
13.5 Non-Solicitation of Transfer Agent Employees. Customers shall not
attempt to hire or assist with the hiring of an employee of EquiServe
or affiliated companies or encourage any employee to terminate their
relationship with EquiServe or its affiliated companies.
13.6 Notification. Customers shall notify Transfer Agent as soon as possible
in advance of any stock split, stock dividend similar event which may
affect the Stock, and any bankruptcy, insolvency, moratorium or other
proceeding regarding Customers affecting the enforcement of creditors'
rights. Notwithstanding any other provision of the Agreement to the
contrary, Transfer Agent will have no obligation to perform any
Services under the Agreement subsequent to the commencement of any
bankruptcy, insolvency, moratorium or other proceeding regarding
Customers affecting the enforcement of creditor' rights unless Transfer
Agent receives assurance satisfactory to it that it will receive full
payment for such services. Further, Customers may not assume the
Agreement after the filing of a bankruptcy petition without Transfer
Agent's written consent.
14. DATA ACCESS AND PROPRIETARY INFORMATION.
14.1 The Customers acknowledge that the data bases, computer programs,
screen formats, report formats, interactive design techniques, and
documentation manuals furnished to the Customers by the Transfer Agent
as part of the ability to access certain related data ("Customers
Data") maintained by the Transfer Agent on data bases under the control
and ownership of the Transfer Agent or other third party ("Data Access
Services") constitute copyrighted, trade secret, or other proprietary
information (collectively, "Proprietary Information") of substantial
value to the Transfer Agent or other third party. In no event shall
Proprietary Information be deemed Customers Data. The Customers agree
to treat all Proprietary Information as proprietary to the Transfer
Agent and further agree that it shall not divulge any Proprietary
Information to any person or organization except as may be provided
hereunder. Without limiting the foregoing, the Customers agree for
themselves and its employees and agents:
(a) to access Customers Data solely from locations as may
be designated in writing by the Transfer Agent and
solely in accordance with the Transfer Agent's
applicable user documentation;
(b) to refrain from copying or duplicating in any way the
Proprietary Information;
(c) to refrain from obtaining unauthorized access to any
portion of the
15
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) to refrain from causing or allowing the data acquired
hereunder from being retransmitted to any other
computer facility or other location, except with the
prior written consent of the Transfer Agent;
(e) that the Customers shall have access only to those
authorized transactions agreed upon by the parties; and
(f) to honor all reasonable written requests made by the
Transfer Agent to protect at the Transfer Agent's
expense the rights of the Transfer Agent in Proprietary
Information at common law, under federal copyright law
and under other federal or state law.
Each party shall take reasonable efforts to advise its employees of
their obligations pursuant to this Section 14.
14.2 If any Customer 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 may obtain certain data included in the Data
Access Services are solely responsible for the contents of such data
and the Customers agrees to make no claim against the Transfer 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 EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED
HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
14.3 If the transactions available to the Customers include the ability to
originate electronic instructions to the Transfer Agent in order to (i)
effect the transfer or movement of cash or shares or (ii) transmit
Shareholder information or other information, then in such event the
Transfer Agent shall be entitled to rely on the validity and
authenticity of such instructions without undertaking any further
inquiry as long as such instructions are undertaken in conformity with
security procedures established by the Transfer Agent from time to
time.
15. CONFIDENTIALITY.
15.1 The Transfer Agent and the Customers 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'
16
lists, trade secrets, cost figures and projections, profit figures and
projections, or any other secret or confidential information whatsoever, whether
of the Transfer Agent, the Customers, used or gained by the Transfer Agent or
the Customers during performance under this Agreement. The Customers 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 the Customers and their
successors and assigns. The above prohibition of disclosure shall not apply to
the extent that the Transfer Agent must disclose such data to its sub-contractor
or Customers agent for purposes of providing services under this Agreement.
15.2 In the event that any requests or demands are made for the inspection
of the Shareholder records of the Customers, other than request for
records of Shareholders pursuant to standard subpoenas from state or
federal government authorities (e.g., in divorce and criminal actions),
the Transfer Agent will endeavor to notify the Customers and to secure
instructions from an authorized officer of the Customers as to such
inspection. The Transfer Agent expressly reserves 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.
15.3 PRIVACY ACT INFORMATION DEFINITION:
(a) DEFINITION: Transfer Agent may receive information from
Customer or may come into possession of information that Customer is required to
protect under Title V of the ▇▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act of 1999 ("Privacy Act") in
connection with providing services to Customer under this Agreement. For
purposes of this Agreement, "Privacy Act Information" shall mean the following
types of information and other information of a similar nature (whether or not
reduced to writing): Shareholder information, non public personal information
including "personally identifiable financial information" whether provided
directly by the Shareholder in connection with obtaining a service or obtained
from other sources, Shareholder financial information, Shareholder names and
other information related to Shareholders.
(b) OWNERSHIP: All notes, data, reference, materials,
memoranda, documentation and records, in any way incorporating or reflecting any
of the Privacy Act Information shall belong exclusively at all times to Customer
and Transfer Agent agrees to turn over all copies of such materials in Transfer
Agent's control or possession to Customer upon request or upon termination of
this Agreement, subject to applicable law.
(c) CONFIDENTIALITY: Transfer Agent agrees during the term of
this Agreement and thereafter to hold in confidence and not to directly or
indirectly reveal, report, publish, disclose or transfer any of the Privacy Act
Information to any person or entity, or utilize any of the Privacy Act
Information for any purpose, except in connection with providing services
hereunder or as required by law; provided, however, Transfer Agent may disclose
such Privacy Act Information to its third-party vendors for purposes of
17
performing services for Customer provides such third party vendors are
contractually bound to keep such information confidential.
16. TERM AND TERMINATION.
16.1 Term. The initial term of this Agreement (the "Initial Term") shall be
for the period January 1, 2002 until July 31, 2004, unless terminated
pursuant to the provisions of this Section 16. Unless a terminating
party gives written notice to the other party one hundred twenty (120)
days before the expiration of the Initial Term this Agreement will
renew automatically from year to year ("Renewal Term"). If after the
Initial Term, any party to this Agreement may terminate this Agreement
by providing notice to the other parties one hundred twenty (120) days
prior to the anticipated termination date. One hundred twenty (120)
days before the expiration of the Initial Term or a Renewal Term the
parties to this Agreement will agree upon a Fee Schedule for the
upcoming Renewal Term.
16.2 Early Termination. Notwithstanding anything contained in this Agreement
to the contrary, should a Customer desire to move any of the services
provided by the Transfer Agent for the Customers hereunder to a
successor service provider prior to the expiration of the then current
Initial or Renewal Term, or without the required notice period, the
Transfer Agent shall make a good faith effort to facilitate the
conversion on such prior date, however, there can be no guarantee that
the Transfer Agent will be able to facilitate a conversion of services
on such prior date. In connection with the foregoing, should services
be converted to a successor service provider, or if the Customer is
liquidated or its assets merged or purchased or the like with another
entity which does not utilize the services of the Transfer Agent, the
fees payable to the Transfer Agent shall be calculated as if the
services had remained with the Transfer Agent until the expiration of
the then current Initial or Renewal Term and calculated at existing
rates on the date notice of termination was given to the Transfer
Agent, and the payment of fees to the Transfer Agent as set forth
herein shall be accelerated to the date prior to the conversion or
termination of services. Section 16.2 shall not apply if the Transfer
Agent is terminated for cause under Section 16.4(a) of this Agreement.
16.3 Expiration of Term. After the expiration of the Initial Term or Renewal
Term whichever currently in effect, should either party exercise its
right to terminate, all reasonable out-of-pocket expenses or costs
associated with the movement of records and material will be borne by
the Customer. Additionally, the Transfer Agent reserves the right to
charge for any other reasonable expenses associated with such
termination and a de-conversion/transition fee in an amount equal to
10% of the aggregate fees incurred by Customer during the immediately
preceding twelve (12) month period, provided, however, such fee shall
in no event be less one thousand dollars.
16.4 Termination. This Agreement may be terminated in accordance with the
following:
18
(a) at any time by the parties upon a material breach of the
representation and warranties of Section 7, or of a covenant or
term of this Agreement by the other which is not cured within a
period not to exceed thirty (30) days after the date of written
notice thereof by the other party;
(b) by Transfer Agent, at any time, in the event that during the
term if this Agreement, a bankruptcy or insolvency proceeding
is filed by or against a Customer or a trustee or receiver is
appointed for any substantial part of Customer's property (and
in a case of involuntary bankruptcy, insolvency or receivership
proceeding, there is entered an order for relief, or order
appointing a receiver or some similar order or decree and
Customer does not succeed in having such order lifted or stayed
within sixty (60) days from the date of its entry), or Customer
makes an assignment of all or substantially all of its property
for the benefit of creditors or ceases to conduct its
operations in the normal course or business.
16.5 Records. Upon receipt of written notice of termination, the
parties will use commercially practicable efforts to effect an orderly
termination of this Agreement. Without limiting the foregoing, Transfer Agent
will deliver promptly to Customers, in machine readable form on media as
reasonably requested by Customers, all stockholder and other records, files and
data supplied to or compiled by Transfer Agent on behalf of Customers.
17. ASSIGNMENT.
17.1 The Transfer Agent may, without further consent of the Customers assign
its right and obligations hereunto to any affiliated and registered
transfer agent under Section 17(A)(c)(2) of the Securities and Exchange
Act. The Transfer Agent may not assign its rights or obligation without
the written consent of the Customer.
17.2 The Transfer Agent may, without further consent on the part of
Customers, subcontract with other subcontractors for telephone and
mailing services as may be required from time to time; provided,
however, that the Transfer Agent shall be as fully responsible to the
Customers for the acts and omissions of any subcontractor as it is for
its acts and omissions.
17.3 This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.
18. UNAFFILIATED THIRD PARTIES.
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, the U.S. mails
19
and telecommunication companies, provided, if the Transfer Agent selected such
company, the Transfer Agent shall have exercised due care in selecting the same.
19. MISCELLANEOUS.
Notices.
Any notice or communication by the Transfer Agent or the Customers to
the other is duly given if in writing and delivered in person or mailed by
first class mail, postage prepaid, telex, telecopier or overnight air courier
guaranteeing next day delivery, to the other's address:
If to the Customers:
▇▇▇ ▇▇▇▇▇▇ Closed-End Funds
C/O ▇▇▇ ▇▇▇▇▇▇ Investments Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telecopy No.: ( ) xxx-xxxx
Attn: General Counsel
If to the Transfer Agent:
EquiServe Trust Company, N.A.
c/o EquiServe Limited Partnership
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: President
The Transfer Agent and the Customers may, by notice to the other,
designate additional or different addresses for subsequent notices or
communications.
Successors.
All the covenants and provisions of this agreement by or for the
benefit of the Customers or the Transfer Agent shall bind and inure to the
benefit of their respective successors and assigns hereunder.
Amendments.
This Agreement may be amended or modified by a written amendment
executed by both parties hereto and authorized or approved by a resolution of
the Board of Directors of the Customers.
20
Severability.
If any term, provision, covenant or restriction of this Agreement is
held by a court of competent jurisdiction or other authority to be invalid, void
or unenforceable, the remainder of the terms, provision, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.
Governing Law.
This Agreement shall be governed by the laws of The Commonwealth of
Massachusetts.
Force Majeure.
Notwithstanding anything to the contrary contained herein, Transfer
Agent shall not be liable for any delays or failures in performance resulting
from acts beyond its reasonable control including, without limitation, acts of
God, shortage of supply, breakdowns or malfunctions, interruptions or
malfunction of computer facilities, or loss of data due to power failures or
mechanical difficulties with information storage or retrieval systems, labor
difficulties, war, or civil unrest.
Descriptive Headings.
Descriptive headings of the several sections of this Agreement are
inserted for convenience only and shall not control or affect the meaning or
construction of any of the provisions hereof.
Third Party Beneficiaries.
The provisions of this Agreement are intended to benefit only the
Transfer Agent and their respective permitted successors and assigns. No rights
shall be granted to any other person by virtue of this agreement, and there are
no third party beneficiaries hereof.
Survival.
All provisions regarding indemnification, warranty, liability and
limits thereon, and confidentiality and protection of proprietary rights and
trade secrets shall survive the termination of this Agreement.
19.10 Priorities.
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.
▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital, Inc. dated November 12, 1997 and May 14, 1998 (attached
as Exhibit C), which shall be part of this Agreement for all Customers.
19.12 Counterparts.
This Agreement may be executed in any number of counterparts and each
of such counterparts shall for all purposes be deemed to be an original, and all
such counterparts shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed by one of its officers thereunto duly authorized, all
as of the date first written above.
CERTAIN ▇▇▇ ▇▇▇▇▇▇ CLOSED END FUNDS
By: /s/ ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇
---------------------------------------------
Name: ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇
--------------------------------------------
Title: Treasurer
-------------------------------------------
EQUISERVE, INC.
EQUISERVE TRUST COMPANY, N.A.
ON BEHALF OF BOTH ENTITIES:
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------
Title: Managing Director
-------------------------------------------
22
FEE AND SERVICE SCHEDULE
FOR STOCK TRANSFER SERVICES
BETWEEN
CERTAIN ▇▇▇ ▇▇▇▇▇▇ CLOSED END FUNDS
AND
EQUISERVE, INC.
AND
EQUISERVE TRUST COMP ANY, N.A.
TERM
This Fee and Service Schedule is by and between, EquiServe, Inc. and
EquiServe Trust Company" N.A. (collectively, the "Transfer Agent") and Certain
▇▇▇ ▇▇▇▇▇▇ Closed End Funds (hereinafter referred to collectively as the
("Customers"), or individually as the Customer), whereby the Transfer Agent will
perform the following services for the Common Stock of each Customer.
The term of this Fee and Service Schedule shall be for a period commencing from
January 1, 2002, the effective date of this Fee and Service Schedule, for a
period of two years and seven months, ending July 31, 2004.
FEES AND SERVICES
Transfer Agent and Registrar Fee
$750.00 Per Month Per Customer
$ 6.00 Per Open Registered Shareholder Account Per Annum
$ 0.00 Per Closed Shareholder Account Per Annum, up to
20,000 closed accounts per year. Closed accounts
maintained in excess of 20,000 will be billed at
$5.00 per account per annum.
$ 0.50 Per Participant Dividend Reinvestment or Cash
Investment Transaction
Includes the standard Transfer Agent and Registrar services as stated
in the following sections:
Administrative Services
o Annual administrative services as Transfer Agent and Registrar
for Customers Assignment of Account Administrator and
Administrative Support Coordinator
o Remote inquiry access to shareholder records (technology and
access charges to be billed separately as out-of-pocket
pass-through expenses)
Page 1
ACCOUNT MAINTENANCE
o Maintaining record shareholder accounts to include the following
services:
o Processing of new shareholder accounts
o Posting address changes and other routine file maintenance
adjustments
o Posting all transactions, including debit and credit certificates
to the stockholder file
o Researching and responding to registered shareholder inquiries
(former American Capital funds only)
o Purging closed accounts on an annual basis
CERTIFICATE ISSUANCE
o Issuance, cancellation and registration of up to 5,000 certificates per
fund per annum, additional to be billed at $1.25 each, to include the
following services:
o Production and mailing of daily transfer reports
o Processing of all legal transfers including New York window and
mail items
o Combining certificates into large and/or smaller denominations
o Replacing lost certificates
o Placing, maintaining and removing stop-transfer notations
ANNUAL MEETING SERVICES
o Preparing a full stockholder list as of the Annual Meeting Record
Date
o Printing and addressing proxy cards for all registered shareholders
o Enclosing and mailing proxy card, proxy statement, return envelope and
Annual Report to all registered shareholders
o Receiving, opening and examining returned proxies
o Tabulating returned proxies
o Attending Annual Meeting as Inspector of Election (Travel expenses
billed as incurred)
o Preparing a final Annual Meeting List reflecting how each account has
voted on each proposal
MAILING AND REPORTING SERVICES
o Preparing a set of mailing labels for registered shareholders per fund
three (3) times per annum
o Preparing three (3) standard reports per Customer at the Customer's
discretion per annum
DIVIDEND SERVICES
As Dividend Disbursing Agent and Paying Agent (checks to be drawn on State
Street Bank and funding must be via ACH on the mail date), State Street will
perform the following dividend related services:
Page 2
o Preparing and mailing up to 12 dividend checks per annum (check
includes address change feature) with an additional enclosure with each
dividend check
o Direct deposit of dividends via ACH (Additional fee of $150.00 per fund
per dividend will be billed for ACH services)
o Preparing a hardcopy dividend list as of each dividend record date
o Preparing and filing Federal Information Returns (Form 1099) of
dividends paid in a year and mailing a statement to each stockholder
o Preparing and filing State Information Returns of dividends paid in a
year to stockholders resident within such state
o Preparing and filing annual withholding return (Form 1042) and payments
to the government of income taxes withheld from Non-Resident Aliens
o Replacing lost dividend checks
o Providing photocopies of canceled checks when requested
o Reconciling paid and outstanding checks
Coding "undeliverable" accounts to suppress mailing dividend checks to
same, per SEC regulations Processing and recordkeeping of accumulated
uncashed dividends Furnishing requested dividend information to
stockholders Performing the duties as required by the Interest and
Dividend Tax Compliance Act of 1983
DIVIDEND REINVESTMENT SERVICES
o Processing reinvestment and/or cash investment transactions of Dividend
Reinvestment Plan (DRP) participant accounts
o Preparing and mailing up to 12 dividend reinvestment/ cash investment
statements annually with an additional enclosure to each DRP
participant
o Maintaining DRP accounts and establishing new participant accounts
Processing termination/sale requests
o Processing withdrawal requests
o Supplying summary reports for each reinvestment/investment to Fund
Preparing and mailing Form 1099, Form 1042, and Form 1099B to
participants and related filings with the IRS
Page 3
ITEMS NOT COVERED
ADDITIONAL SERVICES
Items not included in the fees and services set forth in this Fee and Service
Schedule including, but not limited to, services associated with the payment of
a stock dividend, rights offering, corporate reorganization, or any services
associated with a special project are to be billed separately, on an appraisal
basis.
Services required by legislation or regulatory fiat which become effective after
the date of acceptance of this Fee and Service Schedule shall not be a part of
the Standard Services and shall be billed by appraisal. All additional services
not specifically covered under this Fee and Service Schedule will be billed by
appraisal, as applicable.
OUT OF POCKET EXPENSES
All direct out-of-pocket expenses will be billed as incurred. A list of
applicable out-of-pocket expenses is attached as Exhibit A.
ACCEPTANCE
In witness whereof, the parties hereto have caused this Fee and Service Schedule
to be executed by their respective officers, hereunto duly agreed and
authorized, as of the effective date of this Fee and Service Schedule.
EQUISERVE, INC. CERTAIN ▇▇▇ ▇▇▇▇▇▇ CLOSED END
EQUISERVE TRUST COMPANY, N.A. FUNDS
On Behalf of Both Entities:
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇
-------------------------------- -------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇
------------------------------- -------------------------------
Title: Managing Director Title: Treasurer
------------------------------ ------------------------------
THIS FEE AND SERVICE SCHEDULE SHALL SERVE AS AN ATTACHMENT TO THE
TRANSFER AGENCY AND STOCK TRANSFER SERVICES AGREEMENT BETWEEN THE PARTIES.
Page 4
EXHIBIT A
OUT OF POCKET EXPENSES
Out of pocket expenses associated with, but not limited to, the
following are NOT included in the fees quoted in this Fee and Service Schedule
and are billable as incurred.
POSTAGE (Outgoing and Business Reply)
ENVELOPES
LABELS
FORMS, STATIONERY AND PROXY CARDS
FULFILLMENT
PROXY PROOF SET-UP
RECORD RETENTION
INSURANCE PREMIUMS (Mailing certificates)
DELIVERY AND FREIGHT CHARGES (including overnight delivery; Airborne Express,
FedEx, etc.)
TYPESETTING (proxy cards, due diligence mailings, etc.)
DESTRUCTION OF EXCESS/OBSOLETE MATERIAL
DTC TRADE TRANSACTIONS EXPENSES (Treasury buybacks, etc.)
CUSTODY SETTLEMENT CHARGES
TELEPHONE USAGE AND LINE EXPENSES
LOST SHAREHOLDER PROGRAM DATABASE SEARCH
PLEASE NOTE:
Other out of pocket expenses could be incurred depending on the services
utilized.
Good funds to cover postage expenses in excess of $5,000 for shareholder
mailings must be received in full by 12:00 p.m. Eastern Time on the scheduled
mailing date. Postage expenses less than $5,000 will be billed as incurred.
SKU numbers are required on all material received for mailing. A special
handling fee of $10.00 per box will be assessed for all material not marked with
a SKU number. Such material includes, but is not limited to: proxy statements,
annual and quarterly reports, and news releases. Overtime charges will be
assessed in the event of late delivery of material for mailings to shareholders
unless the mail date is rescheduled. Please see attached Exhibit B regarding
packaging and shipping materials to EquiServe.
Page 5
EXHIBIT B
SPECIFICATIONS FOR PACKING AND SHIPPING
MATERIALS TO EQUISERVE
PLEASE FOLLOW THESE PACKING AND SHIPPING GUIDELINES TO HELP US HANDLE
YOUR MATERIALS MOST EFFICIENTLY. FOR SPECIFICS CONCERNING YOUR COMPANY'S
MAILING, PLEASE CONTACT YOUR CLIENT SERVICES TEAM.
DELIVERY TIMING:
Please ship your materials to arrive according to the schedule listed
below. Some larger mailings will require more time. If more time is
needed, our client service team will work with you to schedule the
appropriate amount of time for processing your mailing.
1 -10,000 Noon 2 business days prior to the mail date
10,000 -25,000 By 5 p.m. 3 business days prior to the mail date
25,000 -50,000 By 5 p.m. 4 business days prior to the mail date
50,001 + Acct. Manager will establish delivery schedule
with Client and Output Services
o SHIPPING ADDRESSES:
EQUISERVE: Raritan Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇
▇▇▇▇▇-▇▇▇▇
OUTPUT TECHNOLOGY SOLUTIONS: Eastern Region, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇-▇▇▇▇
OUTPUT TECHNOLOGY SOLUTIONS: Hartford Region, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇. ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇-▇▇▇▇
CIC: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
STANDARD REGISTER: Affiliated Warehouse, Inc., ▇▇▇ ▇▇▇▇▇▇ ▇▇,
▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
o RECEIVING HOURS:
Monday through Friday, 8:00 a.m. to 4:00 p.m.
WITH ADVANCE NOTICE, WE OFFER EXTENDED DOCK HOURS DURING PROXY SEASON.
TO ARRANGE EXTENDED HOURS (AFTER 4:00 P.M. AND WEEKENDS) PLEASE CONTACT
YOUR CLIENT SERVICES TEAM.
o DOCUMENTATION:
Every shipment, including courier deliveries, needs proper
documentation: a delivery receipt AND a packing list. Both should
include the following information:
1. NAME OF CLIENT
2. DESCRIPTION OF MATERIAL
3. SKU OR FORM NUMBER (SEE ATTACHED)
4. TOTAL NUMBER OF BOXES/PACKAGES DELIVERED
5. QUANTITY PER BOX/PACKAGE
6. TOTAL NUMBER OF PIECES DELIVERED/VOLUME
7. IDENTIFICATION OF PARTIAL SHIPMENT
8. PURCHASE ORDER NUMBER IF AVAILABLE
Page 6
You can prepare one document and make copies to use for both
purposes. Attach the packing list to the outside of one box in an
envelope or plastic pouch.
PACKING POINTERS:
DO NOT SHRINK-WRAP MATERIALS INDIVIDUALLY OR IN BUNDLES. THIS INCLUDES
ANNUAL REPORTS.
Use Only paper bands if sending banded material.
Please do not use string, strapping or rubber bands. When bundling or
grouping material, please make sure that ALL pieces in the bundle or
group face in the same direction.
Box or package each type of enclosure separately. DO NOT MIX
ENCLOSURES IN CARTONS.
Label cartons to show the type of material and
number of pieces.
Attach a sample of the material to the outside of
each carton.
Maximum weight per carton should not exceed 50 lbs.
o QUARTERLY REPORTS, FOLDED PROXY STATEMENTS AND NEWSLETTERS:
Paper-band material in groups of 50 to 100.
Use paper bands that are at least 2 1/2 to 3 inches wide.
Place cardboard sheets between each layer.
To eliminate the need for cardboard, you can crisscross the groups of
reports or statements.
o ANNUAL REPORTS AND FLAT PROXY STATEMENTS:
Layer in groups of 50 Annual Reports.
DO NOT SHRINK-WRAP INDIVIDUAL PIECES OR GROUPS OF PIECES.
Place cardboard sheets between each layer. To eliminate the need for
cardboard, you can crisscross the groups of reports or statements.
DO NOT PLACE LAYERS OF PAPER OR CARDBOARD BETWEEN INDIVIDUAL REPORTS.
o USING SKIDS:
Place only one type of material on each skid. If you load cartons on a
skid, each carton should contain the same number of pieces.
Maximum skid size: 40" x 48"
Maximum height: 54" -- including pallet
Maximum weight: 3,000 lbs.
Pallet must be forklift accessible on the 40" side.
Pallet and contents should be shrink-wrapped to prevent spillage
o USING SKID PACKS OR POWER PACKS:
Most printers are able to wrap material neatly and securely on skids
without using cartons. We strongly recommend this packing method,
especially for clients with shareholder bases of more than 40,000.
Skid packs, also known as Power packs or Gaylords, cut expenses and
processing time. Unnecessary cartons cost money, delay processing and
must be disposed of for recycling. Skid packs can be used for nearly
any kind of mailing enclosure, including quarterly and annual reports,
proxy statements and newsletters.
Using skid packs or Power packs (continued):
Page 7
Ship only 90% of your material on skid packs. Ship the remaining 10%
in cartons. We will use the skid packs first for better inventory
control and easier return shipping of leftover material.
Have your printer shrink-wrap the cardboard sides of each skid pack
for added protection against inclement weather. (Don't shrink-wrap
individual items or bundles of items.)
SURPLUS MATERIAL: We regret that we do not have warehousing facilities
to store surplus material after your mail date. Please let your client
service team know BEFORE your mailing whether you would like us to
dispose of your material or ship it back at your expense.
Special arrangements can be made by contacting your client services
team.
Page 8
SKU NUMBER INFORMATION
WHAT IS A SKU NUMBER?
A SKU number is a unique Stock Keeping Unit Number assigned and printed on
each different type of material mailed. It is anticipated that all print
vendors will begin incorporating unique and different Stock Keeping Unit
Numbers on all material delivered to Print/Mail locations.
WHY UTILIZE SKU NUMBERS?
In an effort to continuously improve service to our mutual clients,
enhanced quality control practices for inventory tracking purposes have
been implemented at Print/Mail locations. Improved client specific
inventory tracking is made possible through the identification of a unique
stock tracking number by printers.
WHO ASSIGNS THE SKU NUMBER?
The recommended SKU Number pattern is as follows: Company number or Issue
ID (client identification numbers) followed by the specific material
abbreviation, and the current year. This number will be communicated by the
client for whom the material is being printed, and assigned by the Account
Administrator at EquiServe. If you need additional information on a SKU
Number, please contact the Account Administrator at EquiServe (781)
575-2000.
SAMPLE SKU NUMBER PATTERNS:
THE ABC COMPANY 1998 ANNUAL REPORT "0707-AR-98"
XYZ Financial 1998 Proxy Statement "XYZCM- PS- 98"
ARE THERE SPECIFIC LIMITATIONS AND PRINTING CONSIDERATIONS? YES!
CHARACTER LIMITATION OF 15 SPACES.
o DASHES RECOMMENDED (TO BETTER SEPARATE KEY INFORMATION).
o EACH DASH REPRESENTS A CHARACTER LIMITATION.
o POSITION OF NUMBER:
Booklet style material; reverse side of document,
lower right corner.
One page material; front of document, lower right corner.
Page 9
APPENDIX A
▇▇▇ ▇▇▇▇▇▇ Advantage Municipal Income Trust II
▇▇▇ ▇▇▇▇▇▇ Bond Fund
▇▇▇ ▇▇▇▇▇▇ California Value Municipal Income Trust
▇▇▇ ▇▇▇▇▇▇ High Income Trust II
▇▇▇ ▇▇▇▇▇▇ Income Trust
▇▇▇ ▇▇▇▇▇▇ Massachusetts Value Municipal Income Trust
▇▇▇ ▇▇▇▇▇▇ Municipal Opportunity Trust
▇▇▇ ▇▇▇▇▇▇ Municipal Trust
▇▇▇ ▇▇▇▇▇▇ Ohio Quality Municipal Trust
▇▇▇ ▇▇▇▇▇▇ Pennsylvania Value Municipal Income Trust
▇▇▇ ▇▇▇▇▇▇ Select Sector Municipal Trust
▇▇▇ ▇▇▇▇▇▇ Trust for Investment Grade Florida Municipals
▇▇▇ ▇▇▇▇▇▇ Trust for Investment Grade Municipals
▇▇▇ ▇▇▇▇▇▇ Trust for Investment Grade New Jersey Municipals
▇▇▇ ▇▇▇▇▇▇ Trust for Investment Grade New York Municipals
▇▇▇ ▇▇▇▇▇▇ Trust for Insured Municipals
▇▇▇ ▇▇▇▇▇▇ Senior Income Trust
▇▇▇ ▇▇▇▇▇▇ Dynamic Credit Opportunities Fund
