TRANSFER AGENCY SERVICES AGREEMENT
THIS AGREEMENT is made as of March 26, 2007 by and between PFPC INC., a
Massachusetts corporation ("PFPC"), FIRST TRUST STRATEGIC HIGH INCOME FUND III,
a Massachusetts business trust (the "Fund").
W I T N E S S E T H:
WHEREAS, the Fund is registered as a closed-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Fund wishes to retain PFPC to serve as transfer agent,
registrar, dividend disbursing agent and shareholder servicing agent and PFPC
wishes to furnish such services.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound hereby, the parties hereto
agree as follows:
1. Definitions. As used in this Agreement:
(a) "1933 Act" means the Securities Act of 1933, as amended.
(b) "1934 Act" means the Securities Exchange Act of 1934, as amended.
(c) "Authorized Person" means any officer of the Fund and any other person
duly authorized by the Fund to give Oral Instructions and Written
Instructions on behalf of the Fund. An Authorized Person's scope of
authority may be limited by setting forth such limitation in a written
document signed by both parties hereto.
(d) "Oral Instructions" mean oral instructions received by PFPC from an
Authorized Person or from a person reasonably believed by PFPC to be an
Authorized Person. PFPC may, in its sole discretion in each separate
instance, consider and rely upon instructions it receives from an
Authorized Person via electronic mail as Oral Instructions.
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(e) "SEC" means the Securities and Exchange Commission.
(f) "Securities Laws" mean the 1933 Act, the 1934 Act and
the 0000 Xxx.
(g) "Shares" mean the shares of beneficial interest of any series or class
of the Fund.
(h) "Written Instructions" mean (i) written instructions signed by an
Authorized Person and received by PFPC or (ii) trade instructions
transmitted (and received by PFPC) by means of an electronic
transaction reporting system access to which requires use of a password
or other authorized identifier. The instructions may be delivered
electronically (with respect to sub-item (ii) above ) or by hand, mail,
tested telegram, cable, telex or facsimile sending device.
2. Appointment. The Fund hereby appoints PFPC to serve as transfer agent,
registrar, dividend disbursing agent and shareholder servicing agent to the
Fund in accordance with the terms set forth in this Agreement. PFPC accepts
such appointment and agrees to furnish such services.
3. Compliance with Rules and Regulations. PFPC undertakes to comply with all
applicable requirements of the Securities Laws and any laws, rules and
regulations of governmental authorities having jurisdiction with respect to
the duties to be performed by PFPC hereunder. Except as specifically set
forth herein, PFPC assumes no responsibility for such compliance by the
Fund or any other entity.
4. Instructions.
(a) Unless otherwise provided in this Agreement, PFPC shall act only upon
Oral Instructions or Written Instructions.
(b) PFPC shall be entitled to rely upon any Oral Instruction or Written
Instruction it receives from an Authorized Person (or from a person
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reasonably believed by PFPC to be an Authorized Person) pursuant to
this Agreement. PFPC may assume that any Oral Instruction or Written
Instruction received hereunder is not in any way inconsistent with the
provisions of organizational documents or this Agreement or of any
vote, resolution or proceeding of the Fund's board of directors or of
the Fund's shareholders, unless and until PFPC receives Written
Instructions to the contrary.
(c) The Fund agrees to forward to PFPC Written Instructions confirming Oral
Instructions so that PFPC receives the Written Instructions by the
close of business on the same day that such Oral Instructions are
received. The fact that such confirming Written Instructions are not
received by PFPC or differ from the Oral Instructions shall in no way
invalidate the transactions or enforceability of the transactions
authorized by the Oral Instructions or PFPC's ability to rely upon such
Oral Instructions.
5. Right to Receive Advice.
(a) Advice of the Fund. If PFPC is in doubt as to any action it should or
should not take, PFPC may request directions or advice, including Oral
Instructions or Written Instructions, from the Fund.
(b) Advice of Counsel. If PFPC shall be in doubt as to any question of law
pertaining to any action it should or should not take, PFPC may request
advice from counsel of its own choosing (who may be counsel for the
Fund, the Fund's investment adviser or PFPC, at the option of PFPC).
The Fund shall pay the reasonable cost of any counsel retained by PFPC
with prior notice to the Fund.
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(c) Conflicting Advice. In the event of a conflict between directions or
advice or Oral Instructions or Written Instructions PFPC receives from
the Fund, and the advice it receives from counsel, PFPC may rely upon
and follow the advice of counsel.
(d) Protection of PFPC. PFPC shall be indemnified by the Fund and without
liability for any action PFPC takes or does not take in reliance upon
directions or advice or Oral Instructions or Written Instructions PFPC
receives from or on behalf of the Fund or from counsel and which PFPC
believes, in good faith, to be consistent with those directions or
advice or Oral Instructions or Written Instructions. Nothing in this
section shall be construed so as to impose an obligation upon PFPC (i)
to seek such directions or advice or Oral Instructions or Written
Instructions, or (ii) to act in accordance with such directions or
advice or Oral Instructions or Written Instructions.
6. Records; Visits.
(a) The books and records pertaining to the Fund, which are in the
possession or under the control of PFPC, shall be the property of the
Fund. Such books and records shall be prepared and maintained as
required by the 1940 Act and other applicable securities laws, rules
and regulations provided the Fund provides PFPC with written notice of
such laws, rules and regulations, other than the 1940 Act and the
Internal Revenue Code of 1986, as amended, that are applicable. The
Fund and Authorized Persons shall have access to such books and records
at all times during PFPC's normal business hours upon reasonable
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advance notice. Upon the reasonable request of the Fund, copies of any
such books and records shall be provided by PFPC to the Fund or to an
Authorized Person, at the Fund's expense.
(b) PFPC shall keep the following records:
(i) all books and records as are customarily maintained by the
transfer agent for a registered investment company.
7. Confidentiality. Each party shall keep confidential any information
relating to the other party's business ("Confidential Information").
Confidential Information shall include (a) any data or information that is
competitively sensitive material, and not generally known to the public,
including, but not limited to, information about product plans, marketing
strategies, finances, operations, customer relationships, customer
profiles, customer lists, sales estimates, business plans, and internal
performance results relating to the past, present or future business
activities of the Fund or PFPC and their respective subsidiaries and
affiliated companies; (b) any scientific or technical information, design,
process, procedure, formula, or improvement that is commercially valuable
and secret in the sense that its confidentiality affords the Fund or PFPC a
competitive advantage over its competitors; (c) all confidential or
proprietary concepts, documentation, reports, data, specifications,
computer software, source code, object code, flow charts, databases,
inventions, know-how, and trade secrets, whether or not patentable or
copyrightable; and (d) anything designated as confidential. Notwithstanding
the foregoing, information shall not be Confidential Information and shall
not be subject to such confidentiality obligations if: (a) it is necessary
or desirable for PFPC to release such information in connection with the
provision of services under this Agreement; (b) it is already known to the
receiving party at the time it is obtained; (c) it is or becomes publicly
known or available through no wrongful act of the receiving party; (d) it
is rightfully received from a third party who, to the best of the receiving
party's knowledge, is not under a duty of confidentiality; (e) it is
released by the protected party to a third party without restriction; (f)
it is requested or required to be disclosed by the receiving party pursuant
to a court order, subpoena, governmental or regulatory agency request or
law (provided the receiving party will provide the other party written
notice of the same, to the extent such notice is permitted); (g) it is Fund
information provided by PFPC in connection with an independent third party
compliance or other review; (h) it is relevant to the defense of any claim
or cause of action asserted against the receiving party; or (i) it has been
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or is independently developed or obtained by the receiving party. PFPC
acknowledges and agrees that in connection with its services under this
Agreement it receives non-public confidential portfolio holdings
information ("Portfolio Information") with respect to the Fund. PFPC agrees
that, subject to the foregoing provisions of and the exceptions set forth
in this Section 7 (other than the exception set forth above in this Section
7 as sub-item (a), which exception set forth in sub-item (a) shall not be
applicable to the Fund's Portfolio Information), PFPC will keep
confidential the Fund's Portfolio Information and will not disclose the
Fund's Portfolio Information other than pursuant to a Written Instruction
(which Written Instruction may be a standing Written Instruction); provided
that without the need for such a Written Instruction and notwithstanding
any other provision of this Section 7 to the contrary, the Fund's Portfolio
Information may be disclosed to third party pricing services which are
engaged by PFPC in connection with the provision of services under this
Agreement and which shall be subject to a duty of confidentiality with
respect to such Portfolio Information.
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8. Cooperation with Accountants. PFPC shall cooperate with the Fund's
independent public accountants and shall take all reasonable actions in the
performance of its obligations under this Agreement to ensure that the
necessary information is made available to such accountants for the
expression of their opinion, as required by the Fund.
9. PFPC System. PFPC shall retain title to and ownership of any and all data
bases, computer programs, screen formats, report formats, interactive
design techniques, derivative works, inventions, discoveries, patentable or
copyrightable matters, concepts, expertise, patents, copyrights, trade
secrets, and other related legal rights utilized by PFPC in connection with
the services provided by PFPC to the Fund.
10. Disaster Recovery. PFPC shall enter into and shall maintain in effect with
appropriate parties one or more agreements making reasonable provisions for
emergency use of electronic data processing equipment to the extent
appropriate equipment is available. In the event of equipment failures,
PFPC shall, at no additional expense to the Fund, take reasonable steps to
minimize service interruptions. PFPC shall have no liability with respect
to the loss of data or service interruptions caused by equipment failure,
provided such loss or interruption is not caused by PFPC's own willful
misfeasance, bad faith, negligence or reckless disregard of its duties or
obligations under this Agreement.
11. Compensation.
(a) As compensation for services rendered by PFPC during the term of this
Agreement, the Fund will pay to PFPC a fee or fees as may be agreed to
from time to time in writing by the Fund and PFPC. In addition, the
Fund agrees to pay, and will be billed separately in arrears for,
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reasonable expenses incurred by PFPC in the performance of its duties
hereunder.
(b) PFPC shall establish certain cash management accounts ("Service
Accounts") required to provide services under this Agreement. The Fund
acknowledges (i) PFPC may receive investment earnings from sweeping the
funds in such Service Accounts into investment accounts including, but
not limited, investment accounts maintained at an affiliate or client
of PFPC; (ii) balance credits earned with respect to the amounts in
such Service Accounts ("Balance Credits") will be used to offset the
banking service fees imposed by the cash management service provider
(the "Banking Service Fees"); (iii) PFPC shall retain any excess
Balance Credits for its own use; and (iv) Balance Credits will be
calculated and applied toward the Fund's Banking Service Fees
regardless of the Service Account balance sweep described in
Sub-Section (i).
(c) The undersigned hereby represents and warrants to PFPC that (i) the
terms of this Agreement, (ii) the fees and expenses associated with
this Agreement, and (iii) any benefits accruing to PFPC or to the
adviser or sponsor to the Fund in connection with this Agreement,
including but not limited to any fee waivers, conversion cost
reimbursements, up front payments, signing payments or periodic
payments made or to be made by PFPC to such adviser or sponsor or any
affiliate of the Fund relating to the Agreement have been fully
disclosed to the board of directors of the Fund and that, if required
by applicable law, such board of directors has approved or will approve
the terms of this Agreement, any such fees and expenses, and any such
benefits.
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12. Indemnification.
(a) The Fund agrees to indemnify, defend and hold harmless PFPC and
its affiliates, including their respective officers, directors,
agents and employees, from all taxes, charges, expenses,
assessments, claims and liabilities (including, without
limitation, reasonable attorneys' fees and disbursements and
liabilities arising under the Securities Laws and any state and
foreign securities and blue sky laws) ("Claims") arising directly
or indirectly from any action or omission to act which PFPC takes
in connection with the provision of services to the Fund. Neither
PFPC, nor any of its affiliates, shall be indemnified against any
liability (or any expenses incident to such liability) caused by
PFPC's or its affiliates' own willful misfeasance, bad faith,
negligence or reckless disregard in the performance of PFPC's
activities under this Agreement, provided that in the absence of a
finding to the contrary the acceptance, processing and/or
negotiation of a fraudulent payment for the purchase of Shares
shall be presumed not to have been the result of PFPC's or its
affiliates own willful misfeasance, bad faith, negligence or
reckless disregard of such duties and obligations. The provisions
of this Section 12 shall survive termination of this Agreement.
(b) Indemnification of the Fund. PFPC agrees to defend, indemnify and
hold the Fund and its officers, directors and employees harmless
from any and all Claims arising directly or indirectly from the
negligence, bad faith or willful misfeasance of PFPC in the
performance of its duties hereunder. Notwithstanding the
foregoing, the Fund shall not be indemnified against any Claim
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caused by the Fund's or the Fund's other service providers'
willful misfeasance, bad faith or negligence.
(c) Indemnification Procedure.
(i) Notice of the Action. A party that seeks indemnification under
this Agreement must promptly give the other party notice of any
legal action; provided, however, that a delay in notice does not
relieve an indemnifying party of any liability to an indemnified
party, except to the extent the indemnifying party shows that the
delay prejudiced the defense of the action.
(ii) Participating in or Assuming the Defense. The indemnifying party
may participate in the defense at any time or it may assume the
defense by giving notice to the other party. After assuming the
defense, the indemnifying party:
(1) must select an attorney that is satisfactory to the other
party;
(2) is not liable to the other party for any later attorney's fees
or for any other later expenses that the other party incurs,
except for reasonable investigation costs;
(3) must not compromise or settle the action without the other
party's consent (but the other party must not unreasonably
withhold its consent); and
(4) is not liable for any compromise or settlement made without
its consent.
(iii) Failing to Assume the Defense. If the indemnifying party fails to
participate in or assume the defense within 15 days after
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receiving notice of the action, the indemnifying party is bound
by any determination made in the action or by any compromise or
settlement made by the other party.
13. Responsibility of PFPC.
(a) PFPC shall be under no duty to take any action hereunder on behalf of
the Fund except as specifically set forth herein or as may be
specifically agreed to by PFPC and the Fund in a written amendment
hereto. PFPC shall be obligated to exercise commercially reasonable
care and diligence in the performance of its duties hereunder and to
act in good faith in performing services provided for under this
Agreement. PFPC shall be liable only for any damages arising out of
PFPC's failure to perform its duties under this Agreement to the extent
such damages arise out of PFPC's willful misfeasance, bad faith,
negligence or reckless disregard of such duties.
(b) Notwithstanding anything in this Agreement to the contrary, (i) PFPC
shall not be liable for losses, delays, failure, errors, interruption
or loss of data occurring directly or indirectly by reason of
circumstances beyond its reasonable control, including without
limitation acts of God; action or inaction of civil or military
authority; public enemy; war; terrorism; riot; fire; flood; sabotage;
epidemics; labor disputes; civil commotion; interruption, loss or
malfunction of utilities, transportation, computer or communications
capabilities; insurrection; elements of nature; or non-performance by a
third party; and (ii) PFPC shall not be under any duty or obligation to
inquire into and shall not be liable for the validity or invalidity,
authority or lack thereof, or truthfulness or accuracy or lack thereof,
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of any instruction, direction, notice, instrument or other information
which PFPC reasonably believes to be genuine.
(c) Notwithstanding anything in this Agreement to the contrary, neither
PFPC nor its affiliates shall be liable for any consequential,
incidental, exemplary, punitive, special or indirect losses or damages,
whether or not the likelihood of such losses or damages was known by
PFPC or its affiliates.
(d) Each party shall have a duty to mitigate damages for which the other
party may become responsible.
(e) The provisions of this Section 13 shall survive termination of this
Agreement.
14. Description of Services.
(a) Services Provided on an Ongoing Basis, If Applicable.
(i) Maintain shareholder registrations;
(ii) Provide toll-free lines for shareholders relating to shareholder
accounts;
(iii) Provide periodic shareholder lists and statistics;
(iv) Mailing of year-end tax information; and
(v) Periodic mailing of shareholder dividend reinvestment plan account
information and Fund financial reports.
(b) Dividends and Distributions. PFPC must receive a resolution of the
Fund's board of directors authorizing the declaration and payment of
dividends and distributions. Upon receipt of the resolution, PFPC shall
issue the dividends and distributions in cash, or, if the resolution so
provides, pay such dividends and distributions in Shares. Such issuance
or payment shall be made after deduction and payment of the required
amount of funds to be withheld in accordance with any applicable tax
laws or other laws, rules or regulations. PFPC shall timely send to the
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Fund's shareholders tax forms and other information, or permissible
substitute notice, relating to dividends and distributions, paid by the
Fund as are required to be filed and mailed by applicable law, rule or
regulation. PFPC shall maintain and file with the United States
Internal Revenue Service and other appropriate taxing authorities
reports relating to all dividends above a stipulated amount (currently
$10.00 accumulated yearly dividends) paid by the Fund to its
shareholders as required by tax or other law, rule or regulation. In
accordance with the Prospectus and such procedures and controls as are
mutually agreed upon from time to time by and among the Fund, PFPC and
the Fund's Custodian, PFPC shall process applications from Shareholders
relating to the Fund's Dividend Reinvestment Plan ("Dividend
Reinvestment Plan") and will effect purchases of Shares in connection
with the Dividend Reinvestment Plan. As the dividend disbursing agent,
PFPC shall, on or before the payment date of any such dividend or
distribution, notify the fund accounting agent of the estimated amount
required to pay any portion of said dividend or distribution which is
payable in cash, and on or before the payment date of such
distribution, the Fund shall instruct the custodian to make available
to the dividend disbursing agent sufficient funds for the cash amount
to be paid out. If a shareholder is entitled to receive additional
Shares, by virtue of any distribution or dividend, appropriate credits
will be made to his or her account and/or certificates delivered where
requested, all in accordance with the Dividend Reinvestment Plan.
(c) Communications to Shareholders. Upon timely written instructions, PFPC
shall mail all communications by the Fund to its shareholders,
including:
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(i) Reports to shareholders;
(ii) Monthly or quarterly dividend reinvestment plan statements;
(iii) Dividend and distribution notices;
(iv) Proxy material; and
(v) Tax form information.
PFPC will receive and tabulate the proxy cards for the meetings of the
Fund's shareholders.
(d) Records. PFPC shall maintain records of the accounts for each
shareholder showing the following information:
(i) Name, address and United States Tax Identification or Social
Security number;
(ii) Number and class of shares held and number and class of shares
for which certificates, if any, have been issued, including
certificate numbers and denominations;
(iii) Historical information regarding the account of each
shareholder, including dividends and distributions paid and
the date and price for all transactions on a shareholder's
account;
(iv) Any stop or restraining order placed against a shareholder's
account;
(v) Any correspondence relating to the current maintenance of a
shareholder's account;
(vi) Information with respect to withholdings; and
(vii) Any information required in order for the transfer agent to
perform any calculations contemplated or required by this
Agreement.
(e) 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
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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.
15. Duration and Termination.
(a) This Agreement shall be effective on the date first written above and
shall continue until June 12, 2008 (the "Initial Term").
(b) Upon the expiration of the Initial Term, this Agreement shall
automatically renew for successive terms of one (1) year ("Renewal
Terms") each, unless the Fund or PFPC provides written notice to the
other of its intent not to renew. Such notice must be received not less
than ninety (90) days prior to the expiration of the Initial Term or
the then current Renewal Term.
(c) In the event a termination notice is given by the Fund, all expenses
associated with movement of records and materials and conversion
thereof to a successor transfer agent(s) (and any other service
provider(s)), and all trailing expenses incurred by PFPC, will be borne
by the Fund.
(d) If a party hereto is guilty of a material failure to perform its duties
and obligations hereunder (a "Defaulting Party") the other party (the
"Non-Defaulting Party") may give written notice thereof to the
Defaulting Party, and if such material breach shall not have been
remedied within thirty (30) days after such written notice is given,
then the Non-Defaulting Party may terminate this Agreement by giving
thirty (30) days written notice of such termination to the Defaulting
Party. In all cases, termination by the Non-Defaulting Party shall not
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constitute a waiver by the Non-Defaulting Party of any other rights it
might have under this Agreement or otherwise against the Defaulting
Party.
16. Notices. Notices shall be addressed (a) if to PFPC, at 000 Xxxxxxxx
Xxxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, Attention: President (or such other
address as the PFPC may inform the fund in writing); (b) if to the Fund, at
0000 Xxxxxxxxxxx Xxxx, Xxxxx, XX 00000, Attention: W. Xxxxx Xxxxxxx or (c)
if to neither of the foregoing, at such other address as shall have been
given by like notice to the sender of any such notice or other
communication by the other party. If notice is sent by confirming telegram,
cable, telex or facsimile sending device, it shall be deemed to have been
given immediately. If notice is sent by first-class mail, it shall be
deemed to have been given three days after it has been mailed. If notice is
sent by messenger, it shall be deemed to have been given on the day it is
delivered.
17. Amendments. This Agreement, or any term thereof, may be changed or waived
only by a written amendment, signed by the party against whom enforcement
of such change or waiver is sought.
18. Delegation; Assignment. PFPC may assign its rights and delegate its duties
hereunder to any majority-owned direct or indirect subsidiary of PFPC or of
The PNC Financial Services Group, Inc., provided that PFPC gives the Fund
30 days prior written notice of such assignment or delegation. In addition,
PFPC may, in its sole discretion, engage subcontractors to perform any of
the obligations contained in this Agreement to be performed by PFPC,
provided, however, PFPC shall remain responsible for the acts or omissions
of any such sub-contractors.
19. Counterparts. This Agreement may be executed in two or more counterparts,
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each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
20. Further Actions. Each party agrees to perform such further acts and execute
such further documents as are necessary to effectuate the purposes hereof.
21. Miscellaneous.
(a) Entire Agreement. This Agreement embodies the entire agreement and
understanding between the parties and supersedes all prior agreements
and understandings relating to the subject matter hereof, provided that
the parties may embody in one or more separate documents their
agreement, if any, with respect to delegated duties.
(b) Non-Solicitation. During the term of this Agreement and for one year
thereafter, the Fund shall not (with the exceptions noted in the
immediately succeeding sentence) knowingly solicit or recruit for
employment or hire any of PFPC's employees, and the Fund shall cause
the Fund's sponsor and the Fund's affiliates to not (with the
exceptions noted in the immediately succeeding sentence) knowingly
solicit or recruit for employment or hire any of PFPC's employees. To
"knowingly" solicit, recruit or hire within the meaning of this
provision does not include, and therefore does not prohibit,
solicitation, recruitment or hiring of a PFPC employee by the Fund, the
Fund's sponsor or an affiliate of the Fund if the PFPC employee was
identified by such entity solely as a result of the PFPC employee's
response to a general advertisement by such entity in a publication of
trade or industry interest or other similar general solicitation by
such entity.
(c) No Changes that Materially Affect Obligations. Notwithstanding anything
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in this Agreement to the contrary, the Fund agrees not to make any
modifications to its registration statement or adopt any policies which
would affect materially the obligations or responsibilities of PFPC
hereunder without the prior written approval of PFPC, which approval
shall not be unreasonably withheld or delayed.
(d) Captions. The captions in this Agreement are included for convenience
of reference only and in no way define or delimit any of the provisions
hereof or otherwise affect their construction or effect.
(e) Information. The Fund will provide such information and documentation
as PFPC may reasonably request in connection with services provided by
PFPC to the Fund.
(f) Governing Law. This Agreement shall be deemed to be a contract made in
StateDelaware and governed by placeStateDelaware law, without regard to
principles of conflicts of law.
(g) Partial Invalidity. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby.
(h) Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective
successors and permitted assigns.
(i) No Representations or Warranties. Except as expressly provided in this
Agreement, PFPC hereby disclaims all representations and warranties,
express or implied, made to the Fund or any other person, including,
without limitation, any warranties regarding quality, suitability,
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merchantability, fitness for a particular purpose or otherwise
(irrespective of any course of dealing, custom or usage of trade), of
any services or any goods provided incidental to services provided
under this Agreement. PFPC disclaims any warranty of title or
non-infringement except as otherwise set forth in this Agreement.
(j) Facsimile Signatures. The facsimile signature of any party to this
Agreement shall constitute the valid and binding execution hereof by
such party.
(k) The Fund and PFPC agree that the obligations of the Fund under the
Agreement shall not be binding upon any of the directors,
shareholders, nominees, officers, employees or agents, whether past,
present or future, of the Fund individually, but are binding only upon
the assets and property of the Fund (or applicable series thereof), as
provided in the Declaration of Trust. The execution and delivery of
this Agreement have been authorized by the directors of the Fund, and
signed by an authorized officer of the Fund, acting as such, and
neither such authorization by such directors nor such execution and
delivery by such officer shall be deemed to have been made by any of
them or any shareholder of the Fund individually or to impose any
liability on any of them or any shareholder of the Fund personally,
but shall bind only the assets and property of the Fund (or applicable
series thereof), as provided in the Articles of Incorporation or
Declaration of Trust.
(l) Customer Identification Program Notice. To help the
placecountry-regionU.S. government fight the funding of terrorism and
money laundering activities, U.S. Federal law requires each financial
institution to obtain, verify, and record certain information that
identifies each person who initially opens an account with that
financial institution on or after October 1, 2003. Certain of PFPC's
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affiliates are financial institutions, and PFPC may, as a matter of
policy, request (or may have already requested) the Fund's name,
address and taxpayer identification number or other government-issued
identification number, and, if such party is a natural person, that
party's date of birth. PFPC may also ask (and may have already asked)
for additional identifying information, and PFPC may take steps (and
may have already taken steps) to verify the authenticity and accuracy
of these data elements.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
PFPC INC.
By: _______________________________
Name: _______________________________
Title: _______________________________
FIRST TRUST STRATEGIC HIGH IMCOME FUND III
By: _______________________________
Name: Xxxxx X. Xxxxx
Title: President
