EXHIBIT k.5
STOCK TRANSFER AGENCY AGREEMENT
This STOCK TRANSFER AGENCY AGREEMENT (the "Agreement"), effective as of
February ___, 2004 (the "Effective Date"), is between Xxxxxxxx Mezzanine Capital
Corp. (the "Company"), a Maryland corporation, with its principal office at 0000
Xxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxx 00000, and Computershare Investor
Services, LLC ("Computershare"), a Delaware limited liability company, with its
principal office at Xxx Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx.
WHEREAS, the Company desires to enter into an agreement with
Computershare to provide transfer agent, registrar and other administrative
services as set forth in this Agreement and the Schedules and Exhibits attached
hereto; and
WHEREAS, Computershare desires to provide such services to the Company;
NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties agree as follows:
1. DEFINITIONS
(a) Whenever used in this Agreement, the following words and
phrases shall have the following meanings:
(i) "Affiliate" means, with respect to any party to this
Agreement, any other person or entity that, directly or indirectly, through one
or more intermediaries, controls, is controlled by, or is under common control
with, such party. As used herein, "control" means the direct or indirect
ownership of fifty percent (50%) or more of the outstanding capital stock or
other equity interests having ordinary voting power.
(ii) "Board" means the Board of Directors of the Company,
and where a committee thereof is authorized to take action on behalf of the
Board, it shall also mean such committee.
(iii) "Business Day" means any day other than a Saturday, a
Sunday, or a day on which the New York Stock Exchange is authorized or obligated
by law or executive order to close.
(iv) "Officer" means the Company's President, Senior Vice
Presidents, Vice Presidents, Secretary, Assistant Secretary, Treasurer and
Assistant Treasurer, or any other employee of the Company duly authorized (which
authorization shall be certified by the Company's Secretary) to execute any
certificate, instruction, notice or other instrument on behalf of the Company.
(v) "Out-of-Pocket Expense" means any expense reasonably
incurred by Computershare pursuant to this Agreement, including but not limited
to the items listed in Schedule B, attached.
(vi) "Shares" mean any or all of each class of the shares
of capital stock of the Company which from time-to-time are authorized or issued
by the Company and identified in a Certificate of the Secretary of the Company.
2. APPOINTMENT OF COMPUTERSHARE
(a) The Company hereby appoints Computershare to perform the
services described herein and in the Schedule A attached hereto (the
"Services"), and Computershare hereby accepts such
appointment and agrees to perform the Services on a non-exclusive basis in
accordance with the terms hereinafter set forth.
(b) This Agreement shall commence as of the Effective Date and,
unless sooner terminated as provided herein, shall continue automatically in
effect for successive annual periods. This Agreement may be terminated by either
party upon giving sixty days (60) prior written notice to the other party or
such shorter period as is mutually agreed upon by the parties.
(c) The Company shall pay Computershare for the Services in
accordance with the fees set forth on Schedule B (the "Fees") hereto, which such
Schedule may be amended from time to time by the mutual consent of the parties
hereto.
(d) The Company shall deliver promptly to Computershare the
following documents:
(i) A copy of the Company's Articles of Incorporation,
by-laws and any amendments thereto;
(ii) A list of the Officers authorized to provide
instructions to Computershare;
(iii) Specimen certificate text for each class of Shares;
(iv) Any final listing application for additional amounts
of listed securities; and
(v) Any registration statement relating to the Company's
securities;
(f) The Company shall promptly notify Computershare in writing as
to:
(i) the existence or termination of any restrictions on
the transfer of any Shares;
(ii) the application or removal of a legend restricting
the transfer of any certificate;
(iii) the substitution of a Share certificate without such
legend with a Share certificate bearing a legend restricting such Share's
transfer;
(iv) any authorized but unissued Shares reserved for
specific purposes;
(v) outstanding shares that are exchangeable for Shares
and the basis for exchange;
(vi) instructions regarding, among other things, dividends
for foreign holders; and
(vii) the requirement for a stop transfer order to attach
to any Shares or for any other notation or transfer restriction to attach to any
Shares.
3. ISSUANCE AND TRANSFER OF SHARES
(a) Except where a stop transfer order has been entered for an
account, Computershare shall transfer, pursuant to its normal operating
procedures, Shares upon: (i) the presentation to Computershare of Share
certificates properly endorsed for transfer if such shares are in certificate
form; or (ii) upon the presentation to Computershare of stock transfer
instructions properly endorsed if Shares are in uncertificated form. Such
endorsed Shares and transfer instructions shall be accompanied by such documents
as are reasonably necessary to evidence the authority of the person making the
transfer, and
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bearing satisfactory evidence of the payment of applicable stock transfer taxes.
With respect to any transfer, Computershare will require a medallion guarantee
of signature by a bank, trust company or other financial institution that is a
qualified member of the Medallion Guarantee Program. Computershare may refuse to
transfer Shares until it is satisfied that the requested transfer is legally
authorized.
(b) With respect to Shares in certificate form, certificates
representing Shares that are subject to restrictions on transfer (e.g.,
securities acquired pursuant to an investment representation, securities held by
controlling persons and securities subject to stockholders' agreements) shall be
stamped with a legend describing the extent and conditions of the restrictions
or referring to the source of such restrictions. With respect to any proposed
transfer of control or restricted securities (as defined in the Securities
Exchange Act of 1934), Computershare may request a legal opinion from the
Company's counsel.
(c) Computershare is hereby authorized and directed to issue and
register, without notice or approval by the Company, new Share certificates to
replace certificates reported lost, stolen, mutilated or destroyed, upon
compliance with Computershare's policies, which includes receipt by
Computershare of: (i) an affidavit of non-receipt; and (ii) an open penalty bond
of indemnity in a form and substance and from a surety company satisfactory to
Computershare. In each such case, the shareholder shall be solely responsible
for the payment of any premium.
(d) In the event that a certificate is, for any reason, in the
possession of Computershare and has not been claimed by the registered holder or
cannot be delivered to the registered holder through customary channels,
Computershare shall continue to hold such certificate for the registered holder
subject to applicable abandoned property regulations or other laws.
(e) Computershare shall not be responsible for the payment of any
original issue or other taxes, fees or imposts required to be paid by the
Company or a purchaser of Shares in connection with the issuance or purchase of
any Shares.
4. LIMITATION OF LIABILITY/CONCERNING COMPUTERSHARE
(a) The Company agrees that Computershare shall not be liable for
any action taken or omitted to be taken in connection with this Agreement,
except that Computershare shall be liable for direct losses incurred by the
Company arising out of Computershare's negligence or willful misconduct. In the
event that Computershare is negligent under this Agreement, Computershare's
liability shall be limited to the greater of $31,500 or three times the current
annual fee, as described in Schedule B, plus additional transactional based fees
paid by the Company over the last three years. In the event of gross negligence
or willful misconduct on the part of Computershare, there shall be no cap on
Computershare's liability hereunder. The parties hereto agree that, in light of
the unique characteristics of each instance in which Services are to be
performed, Computershare makes no representation or warranty that any of the
Services shall be performed at in a manner unreasonably requested by the Company
or without appropriate notice to Computershare, and Computershare shall not be
liable for any change in the market value of any security in connection
therewith. Under no circumstances shall either party be liable for any special,
indirect, incidental, punitive or consequential loss or damage of any kind
whatsoever (including, but not limited to, lost profits), even if such party has
been advised of the possibility of such loss or damage.
(b) Notwithstanding anything to the contrary, Computershare shall
not be liable in connection with:
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(i) The legality of the issue, sale or transfer of any
Shares, the sufficiency of the amount to be received in connection therewith, or
the authority of the Company to request such issuance, sale or transfer;
(ii) The legality of the purchase of any Shares, the
sufficiency of the amount to be paid in connection therewith, or the authority
of the Company to request such purchase;
(iii) The legality of the declaration of any dividend by
the Company, or the legality of the issue of any Shares in payment of any stock
dividend;
(iv) The legality of any recapitalization or readjustment
of the Shares;
(v) Reasonably acting upon any oral instruction, writing
or document reasonably believed by Computershare to be genuine and to have been
given, signed or made by an Officer; and
(vi) Processing Share certificates that it reasonably
believes bear the proper manual or facsimile signatures of an Officer and the
proper counter-signature of Computershare or the prior transfer agent or
registrar.
(c) In providing Services under this Agreement, Computershare may
rely upon any listing applications, letters, or other written instruments
executed by an Officer and directed to the Exchange and upon any legal opinion
submitted to the Exchange by the Company as though such letters, instruments, or
opinions had been addressed or submitted to Computershare itself, and with the
same rights of indemnification by the Company set forth in Section 6 hereof.
(d) At any time, Computershare may apply to the Company for oral
or written instructions with respect to any matter arising in connection with
the provision of the Services and Computershare's duties and obligations under
this Agreement.
(e) Computershare shall maintain: (i) a record of all Share
ownership by the Company's shareholders of record; (ii) a record of all Share
transactions, including all issuances of Shares, transfers, and Share
replacements, performed by Computershare (iii) a record of all dividend
activity; (iv) a record of restrictions on any Shares of which it has been
informed; and (v) a record of all other matters relating to the services
provided by Computershare hereunder. At the Company's expense, Computershare
shall maintain on the Company's behalf, for safekeeping or disposition by the
Company in accordance with law, such records, papers, Share certificates that
have been canceled in transfer or exchange, and other documents accumulated in
the execution of its duties hereunder. Computershare may, in its discretion,
return canceled Share certificates to the Company and the Company shall be
obligated to retain the certificates as required by law. The records maintained
by Computershare pursuant to this paragraph shall be considered to be the
property of the Company and shall be made available during normal business hours
upon five (5) days notice to Computershare by an Officer.
(f) Computershare shall use its reasonable best efforts to
safeguard the inventory of blank stock certificates maintained by Computershare
and shall maintain insurance coverage protecting Computershare and its clients
against foreseeable losses, costs and expenses arising out of the loss or theft
of any such certificates.
(g) In the event of any Officer that shall have signed manually or
whose facsimile signature shall have been affixed to blank Share certificates
dies, resigns or removed prior to issuance of such Share certificates, unless
otherwise instructed by the Company, Computershare may issue such Share
certificates as the Share certificates of the Company notwithstanding such
death, resignation or removal,
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and the Company shall promptly deliver to Computershare such approvals,
adoptions or ratification as may be required by law.
5. TERMINATION
(a) Upon providing written notice, either party may terminate this
Agreement upon 60 days written notice and may immediately terminate this
agreement upon the occurrence of any of the following: (i) any breach of any
material provision of this Agreement and, where the breach is capable of remedy,
failure to remedy the breach within thirty (30) days after receiving written
notice of such breach; (ii) any breach of any material provision of this
agreement that is not capable of remedy; (iii) any party: (A) files a petition
or otherwise commences, authorizes or acquiesces in the commencement of a
proceeding or cause of action under any bankruptcy, insolvency, reorganization
or similar law, or has any such petition filed or commenced against it; (B)
makes any assignment or general arrangement for the benefit of creditors; or (C)
has a liquidator, administrator, receive, trustee, conservator or similar
official appointed with respect to it or any substantial portion of its property
or assets; or (iv) any failure to make, when due, any payment required to be
made under the Agreement if such failure is not remedied within thirty (30)
Business Days after written notice.
6. INDEMNIFICATION
(a) The Company agrees to indemnify and hold harmless
Computershare and its Affiliates and each of their directors, officers,
employees, attorneys and agents (collectively, the "Indemnified Parties"), from
and against all demands, claims, liabilities, losses, damages, settlements,
awards, judgments, fines, penalties, costs or expenses (including, without
limitation, reasonable attorneys' fees) (collectively, "Losses") incurred by
Computershare as a result (directly or indirectly) of or relating to: (i)
Computershare's provision of Services under this Agreement, (ii) any actions
taken or not taken by any former agent of the Company; and (iii) the validity of
stock issued by the Company, unless finally determined by a court of competent
jurisdiction that such Losses have resulted from the negligence, gross
negligence or willful misconduct of such Indemnified Party.
(c) Computershare shall at all times act in good faith and agrees
to use its reasonable best efforts to insure the accuracy of all services
provided under this Agreement and further agrees to indemnify and hold harmless
the Company and its Affiliates and each of their directors, officers, employees,
attorneys and agents (collectively, the "Indemnified Parties"), from and against
all demands, claims, liabilities, losses, damages, settlements, awards,
judgments, fines, penalties, costs or expenses (including, without limitation,
reasonable attorneys' fees) (collectively, "Losses") incurred by Company as a
result (directly or indirectly) of Computershares's provision of Services under
this Agreement, unless finally determined by a court of competent jurisdiction
that such Losses have resulted from the negligence, gross negligence or willful
misconduct of such Indemnified Party.
(b) This Section 6 shall survive the termination of this Agreement
or the removal or resignation of Computershare hereunder.
7. REPRESENTATIONS AND WARRANTIES.
(a) The Company represents and warrants that: (i) it has full
power, authority and capacity to execute and deliver this Agreement and perform
its obligations hereunder, and that this Agreement constitutes a legal, valid
and binding obligation of the Company, enforceable against the Company in
accordance with its terms, except as enforcement may be limited by bankruptcy,
insolvency, moratorium or other laws affecting the enforcement of creditors'
rights generally; and (ii) the Company is, and shall remain, in compliance with
the rules and regulations of the securities exchange or market upon which its
Shares are listed (the "Exchange") for the listing of additional shares
sufficiently in advance to permit Computershare, upon
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receipt of such authorizations as may be required by the Exchange, to execute
timely issuance and delivery as transfer agent and as registrar of certificates
representing such additional shares.
(b) Computershare represents and warrants that (i) it has full
power, authority and capacity to execute and deliver this Agreement and perform
its obligations hereunder, and that this Agreement constitutes a legal, valid
and binding obligation of Computershare, enforceable against Computershare in
accordance with its terms, except as enforcement may be limited by bankruptcy,
insolvency, moratorium or other laws affecting the enforcement of creditors'
rights generally; and (ii) it is a duly registered transfer agent under the
Securities Exchange Act of 1934.
(c) This Section 7 shall survive the termination of this Agreement
or the removal or resignation of Computershare hereunder.
8. BILLING AND PAYMENT
(a) Computershare shall xxxx the Company monthly in arrears for
the Fees incurred during the previous month. The Company shall pay Computershare
the full amount of each such invoice within thirty (30) days from the date of
the invoice.
9. CONFIDENTIALITY
(a) Under this Agreement, each party shall have access to certain
confidential information belonging to the other party, which information shall
include all nonpublic information pertaining to the disclosing party, its
parent, subsidiaries, affiliates, employees, customers, representatives and
vendors (including without limitation all information furnished prior to the
date of this Agreement) furnished by or on behalf of the disclosing party to the
receiving party, directly or indirectly, by any means ("Confidential
Information").
(b) The parties acknowledge that except as necessary for
Computershare to service the account, any party to comply with its regulatory
obligations or for either party to perform its obligations under the Agreement:
(i) all Confidential Information is confidential; (ii) the parties will keep all
Confidential Information confidential and will not disclose the same; (iii) the
parties will use Confidential Information only as required by this Agreement;
(iv) the parties will not create a list or other compilation containing any
Confidential Information for any purpose other than to perform under this
Agreement; (v) except as expressly provided for herein, the parties will not
provide, directly or indirectly, the Confidential Information to any other party
for any purpose.
(c) In the event that either party receives a request or becomes
legally compelled to disclose any Confidential Information belonging to the
other party, recipient will provide the other party with prompt notice of the
request and shall disclose only that portion of the Confidential Information
that recipient is legally obligated to disclose.
(d) The parties agree that all Confidential Information is
proprietary to the disclosing party. Except for (i) any information initially
provided by the Company to Computershare and (ii) Personal Data (as defined
herein), all information or materials, including all microfiche, electronic
mails, hard or soft documentation, computer or data system information,
financial information, customer or vendor information, business operations,
lists, files, records, source documents, and other materials provided by
Computershare to the Company under this Agreement shall be the sole and
exclusive property of Computershare.
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(e) This Section 9 shall survive the termination of this Agreement
or the removal or resignation of Computershare hereunder.
10. ADDITIONAL PROVISIONS
(a) FORCE MAJEURE. Neither party shall be liable to the other, or
held in breach of this Agreement, if prevented, hindered, or delayed in
performance or observance of any provision contained herein by reason of acts of
God, riots, acts of war, epidemics, governmental action or judicial order,
earthquakes, or any other similar cause (including, but not limited to,
mechanical, electronic or communications interruptions, disruptions or
failures). Performance times under this Agreement shall be extended for a period
of time equivalent to the time lost because of any delay that is excusable under
this Section.
(b) SEVERABILITY. If any part of this Agreement, for any reason,
is declared invalid, it shall be deemed restated to reflect as nearly as
possible in accordance with applicable law the original intentions of the
parties. The remainder of this Agreement shall continue in effect as if the
Agreement had been entered into without the invalid portion.
(c) STATUS OF PARTIES. The relationship of the parties to each
other in the execution and performance of the Agreement shall be that of
independent contractors. Nothing in the Agreement or with respect to the
obligations or services of Computershare in connection with the Agreement shall
constitute Computershare a fiduciary of the Company or any other person.
(d) COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered will be an original
hereof, and it will not be necessary in making proof of this Agreement to
produce or account for more that one counterpart hereof.
(e) ENTIRE AGREEMENT. This Agreement sets forth the full
understanding between the parties with respect to its subject matter and
integrates all prior agreements, discussions and understandings.
(f) NOTICES. Any notice or document required or permitted to be
given under this Agreement shall be given in writing and shall be deemed
received (i) when personally delivered to the relevant party at such party's
address as set forth below, (ii) if sent by mail (which must be certified or
registered mail, postage prepaid) or overnight courier, when received or
rejected by the relevant party at such party's address indicated below, or (iii)
if sent by facsimile, when confirmation of delivery is received by the sending
party:
If to the Company:
Attn: Tab X.Xxxxxxxxx
0000 Xxxxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxx 00000
If to Computershare: Computershare Investor Services, LLC
Xxx Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxxx Xxxx
Fax: (000) 000-0000
with a copy to:
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Computershare Investor Services, LLC
Xxx Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn: Director, Relationship Management
Fax: (000) 000-0000
(g) MODIFICATION. This Agreement may not be amended or modified in
any manner except by a written agreement duly authorized and executed by both
parties. Any duly authorized Officer may amend any certificate naming Officers
authorized to execute and deliver certificates, instructions, notices or other
instruments, provided such amendment is certified by the Company's Secretary,
and the Secretary may amend any certificate listing the shares of capital stock
of the Company for which Computershare performs services hereunder.
(h) SUCCESSORS AND ASSIGNS. This Agreement shall extend to and
shall be binding upon the parties hereto and their respective successors and
assigns.
(i) ASSIGNMENT. Neither party may assign this Agreement without
the prior written consent of the other party, except that either party may,
without the consent of the other party, assign the Agreement to an Affiliate of
that party or a purchaser of all or substantially all of that party's assets
used in connection with performing this Agreement.
(j) ABSENCE OF THIRD-PARTY BENEFICIARIES. The provisions of the
Agreement are intended to benefit only Computershare and the Company, and no
rights shall be granted to any other person by virtue of this Agreement.
(k) APPLICABLE LAW AND JURISDICTION. This Agreement shall be
governed by and construed in accordance with the laws of the State of Illinois
(without reference to choice of law principles), and the parties hereby consent
to the exclusive jurisdiction of courts in Illinois (whether state or federal)
over all matters relating to this Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first written above.
XXXXXXXX MEZZANINE CAPITAL CORP.
By: ____________________________
Name: ____________________________
Title: ____________________________
COMPUTERSHARE INVESTOR SERVICES, LLC
By: ____________________________
Name: ____________________________
Title: ____________________________
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SCHEDULE A
SCOPE OF SERVICES
Pursuant to Section 2(a) of the Agreement, Computershare agrees to
provide the Services set forth below. Any service not specifically set forth
below is not within the scope of Services and shall be subject to additional
fees.
TRANSFER PROCESSING AND ACCOUNT MAINTENANCE
- Provide services of administrative team led by a Relationship Manager;
- Maintain records of: (i) Share ownership by the Company's shareholders
of record; (ii) Share transactions, including all issuances of Shares,
transfers, and Share replacements performed by Computershare; (iii)
restrictions on any Shares of which it has been informed; and (iv) all
other matters relating to the Services;
- Issue and register transfer requests by issuing certificates or, if
applicable, through the Direct Registration System;
- Process legal and restricted stock transfers;
- Place and remove stop transfers orders;
- Replace lost, stolen or destroyed securities in accordance with UCC
guidelines and Computershare policy;
- Process option exercises within 24 hours;
- Obtain W-9 and W8-BEN certifications; and
- Comply with SEC mandated annual lost shareholder search.
SHAREHOLDER SERVICES AND COMMUNICATIONS
- Provide Company specific shareholder contact number;
- Provide IVR 24/7 (subject to routine system maintenance);
- Respond to shareholder inquiries (written, e-mail and web);
- Record all shareholder calls;
- Provide via the web, shareholder account information, transaction
capabilities; and downloadable forms and FAQ's 24/7 (subject to
routine system maintenance).
ANNUAL MEETING SERVICES
- Provide certified shareholder list as of record date;
- Provide affidavit of mailing;
- Tabulate returned proxies;
- Provide for internet and telephone voting (separate charge applies);
- Provide access to voting results during tabulation;
- Provide solicitor with reports during tabulation;
- Receive and merge outside files with common register (separate charge
applies);
- Perform special sorts as requested;
- Provide copies of shareholder comments;
- Re-mail conflicting vote proxies and improperly executed proxies;
- Maintain ADP link to receive broker/bank vote transmissions;
- Serve as Inspector of Election and provide on-site proxy voting;
- Provide Final Vote certification; and
- Provide final voted proxy list.
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QUARTERLY DIVIDEND DISBURSEMENT
- Make payment of cash dividends to the shareholders of record as of the
record date by mailing a check, payable to the registered shareholder,
to the address of record or mailing address. Dividends are to be
funded by the day checks are placed in the mail;
- Alternatively, upon proper request by a registered shareholder, and
provided that funds are on hand at Computershare on or prior to the
payment date, make payment to such shareholder through the Automated
Clearing House in accordance with the instructions provided by the
shareholder; and
- File with the proper federal, state and local authorities such
appropriate information returns as are required by law to be filed by
the Company concerning the payment of dividends and distributions.
DIVIDEND REINVESTMENT PLAN SERVICES
- Perform services per the terms and conditions in the specific plan
document, attached hereto and made a part of, including:
- Administer and maintain plan accounts;
- Enroll new participants;
- Process shareholder requests (sales, share withdrawals,
optional cash investments);
- Distribute plan literature;
- Reinvest dividends;
- Provide for ACH investments, if applicable; and
- Send detailed plan statements to participants after every
transaction.
ESCHEATMENT SERVICES
- Prepare and file annual abandoned/unclaimed property reports in
accordance with each state's abandoned property laws;
- Provide release and indemnification reports when required;
- Maintain records of each state filing and update shareholder files
accordingly; and
- Complete reasonable due diligence prior to each filing.
GENERIC CERTIFICATES
- Design and produce Generic Stock Certificates. Subject to the Company
providing required information pursuant to section 3(d)(v) of the
agreement.
- Complete reasonable due diligence prior to each filing.
ADDITIONAL ITEMS
- Computershare may perform additional services upon request for an
additional fee. Such additional fees shall be based upon the nature of
the work required (e.g., stock splits, secondary offerings, additional
stock class offerings, etc.); programming and staff time will be
billed at the then current rates.
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SCHEDULE B
STATEMENT OF FEES
FEES
ANNUAL MANAGEMENT FEE:
The annual fee of $10,500 for our services as transfer agent will be billed
monthly.
This fee covers all accounts maintained (up to 1,000 accounts, a per account fee
of $4.00 will apply to all accounts above 1,000), transfers (certificated, book,
legal, etc.), shareholder communications, standard management reports, standard
annual meeting organization and online issuer and investor access.
ADDITIONAL TRANSACTION BASED FEES:
Escheatment
- Annual administration $ 1,000.00
- State report fee $ 100.00 per report
- SEC search fee $ 2.00 per account
- Account processed $ 1.00 per account
Generic Certificates
- One time set-up fee $ 150.00
- Per certificate issued $ 0.75
Dividend Disbursement Services
- EFT / ACH enrollment $ 3.00 per enrollment
- Purchase $ 0.10 /share commission
- Sales $ 10.00 Fee + $0.12/share commission
OUT-OF-POCKET EXPENSES
- Out-of-pocket expenses shall include, but not be limited to the following:
(i) postage (paid in advance of mailing); (ii) overnight delivery charges;
(iii) printing; (iv) broker, registrar, bank and stock exchange fees; (v)
telephone line charges; and (vi) supplies (such as envelopes, checks, proxy
materials, statements, etc.).
ADDITIONAL SERVICES
- Separate fee estimates for services such as corporate actions and other
services not included in this proposal will be provided upon request by and
discussion with you prior to Computershare taking any action.
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