PLAN AGENCY AGREEMENT BETWEEN DWS DREMAN VALUE INCOME EDGE FUND, INC. AND UMB BANK, N.A.
TABLE OF CONTENTS
| Page | ||||||
Article 1 |
Terms of Appointment; Duties of the Plan Agent | 1 | ||||
Article 2 |
Fees and Expenses | 1 | ||||
Article 3 |
Representations and Warranties of the Plan Agent | 1 | ||||
Article 4 |
Representations and Warranties of the Fund | 2 | ||||
Article 5 |
Indemnification | 2 | ||||
Article 6 |
Covenants of the Fund and the Plan Agent | 4 | ||||
Article 7 |
Termination of Agreement | 5 | ||||
Article 8 |
Assignment | 5 | ||||
Article 9 |
Amendment | 5 | ||||
Article 10 |
Law to Apply | 6 | ||||
Article 11 |
Merger of Agreement | 6 | ||||
Article 12 |
Effectiveness | 6 | ||||
i
AGREEMENT
made as of the ___ day of November, 2006, by and between DWS Dreman Value
Income Edge Fund, Inc., a Maryland corporation, having an office and place of business at 000 Xxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Fund”), and UMB BANK, N.A., a national bank having
an office and place of business at 000 Xxxxx Xxxx., Xxxxxx Xxxx, Xxxxxxxx 00000 (the “Plan
Agent”).
WHEREAS, the Fund desires to appoint the Plan Agent as agent for the shareholders of the Fund
is connection with its Dividend Reinvestment and Cash Purchase Plan and the Plan Agent desires to
accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto
agree as follows:
ARTICLE 1
TERMS OF APPOINTMENT; DUTIES OF THE PLAN AGENT
1.01 Subject to the terms and conditions set forth in this Agreement, the Fund hereby employs
and appoints the Plan Agent to act as, and the Plan Agent agrees to act as, agent in connection
with the Fund’s Dividend Reinvestment and Cash Purchase Plan (as amended from time to time, the
“Plan”). In accordance with procedures established from time to time by agreement between
the Fund and the Plan Agent, the Plan Agent shall act as agent for holders of the Fund’s common
shares (the “Shareholders”) pursuant to the Plan, which is attached as Exhibit A hereto,
and any amendments thereto, and shall perform all of the customary services of an agent of the Plan
consistent with those requirements in effect at the date of this Agreement.
ARTICLE 2
FEES AND EXPENSES
2.01 For the performance by the Plan Agent pursuant to this Agreement, the Fund agrees to pay
the Plan Agent such fees identified in the fee schedule attached hereto.
2.02 The Fund agrees to pay all such fees within ten business days following the receipt of
the respective billing notice.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE PLAN AGENT
The Plan Agent represents and warrants to the Fund that:
3.01 It is a banking association duly organized and existing and in good standing under the
laws of the United States of America.
3.02 It is empowered under applicable laws and by its Articles of Incorporation and By-Laws to
enter into and perform this Agreement and act as Plan Agent under the Plan.
3.03 All requisite corporate proceedings have been taken to authorize it to enter into and
perform this Agreement.
3.04 It has and will continue to have access to the necessary facilities, equipment and
personnel to perform its duties and obligations under this Agreement.
3.05 Its entering into this Agreement shall not cause a material breach or be in material
conflict with any other agreement or obligation of the Plan Agent.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE FUND
The Fund represents and warrants to the Plan Agent that:
4.01 It is a corporation duly organized and existing and is good standing under the laws of
Maryland.
4.02 It is empowered under applicable laws and by its Articles of Incorporation and By-Laws,
each as amended, to enter into and perform this Agreement.
4.03 All proceedings required by said Articles of Incorporation and By-Laws have been taken to
authorize it to enter into and perform this Agreement.
4.04 It is a closed-end management investment company registered under the Investment Company
Act of 1940.
4.05 It shall make all filings required of it under federal and state securities laws in
connection with the services to be provided under this Agreement.
ARTICLE 5
INDEMNIFICATION
5.01 The Plan Agent shall not be responsible for, and the Fund shall indemnify and hold the
Plan Agent harmless from and against, any and all losses, damages, costs, charges, counsel fees,
payments, expenses and liability arising out of or attributable to:
a. All actions of the Plan Agent or its agents or subcontractors required to be taken pursuant
to this Agreement, provided that such actions are taken in good faith and without negligence or
willful misconduct.
b. The Fund’s refusal or failure to comply with the terms of this Agreement, or which arise
out of the Fund’s lack of good faith negligence or willful misconduct or which arise out of the
breach of any representation or warranty of the Fund hereunder.
2
c. The reliance on, or use by, the Plan Agent or its agents or subcontractors of information,
records, documents and evaluations of net asset value that (i) are received by the Plan Agent or
its agents or subcontractors and furnished to it by or on behalf of the Fund, and (ii) have been
prepared and/or maintained by the Fund or any other person or firm authorized to act on behalf of
the Fund. Such other person or firm shall include any current or former transfer agent or current
or former registrar, or co-transfer agent or co-registrar.
d. The reliance on, or the carrying out by the Plan Agent or its agents or subcontractors of,
any instructions or requests of the Fund’s representative that is reasonably believed to be an
authorized person of the Fund.
5.02 The Plan Agent shall indemnify and hold the Fund harmless from and against any and all
losses, damages, costs, charges, counsel fees, payments, expenses and liabilities arising out of or
attributable to any action or failure or omission to act by the Plan Agent as a result of the Plan
Agent’s or its agent’s or subcontractor’s lack of good faith, negligence or willful misconduct or
refusal or failure to comply with the terms of this Agreement or the Plan or which arise out of the
breach of any representation or warranty of the Plan Agent hereunder.
5.03 At any time the Plan Agent may apply to any officer of the Fund for instructions, and may
consult with legal counsel for the Fund with respect to any matter arising in connection with the
services to be performed by the Plan Agent under this Agreement, and the Plan Agent and its agents
or subcontractors shall not be liable and shall be indemnified by the Fund for any action taken or
omitted by it in reliance upon such instructions or upon the opinion of such counsel. The Plan
Agent, its agents and subcontractors shall be protected and indemnified in acting upon any paper,
instruction, information, data, records or documents furnished by or on behalf of the Fund,
reasonably believed to be genuine and to have been signed or otherwise authorized by the proper
person or persons, that is provided to the Plan Agent or its agents or subcontractors by telephone,
in person, machine readable input, telex, CRT data entry or other similar means authorized by the
Fund, and shall not be held to have notice of any change of authority of any person, until receipt
of written notice thereof from the Fund. The Plan Agent, its agents and subcontractors shall also
be protected and indemnified in recognizing share certificates that are reasonably believed to bear
the proper manual or facsimile signatures of the officers of the Fund, and the proper
countersignature of any current or former transfer agent or current or former registrar, or of a
co-transfer agent or co-registrar.
5.04 In the event either party is unable to perform its obligations under the terms of this
Agreement because of acts of God, strikes, equipment or transmission failure or damage reasonably
beyond its control, or other causes reasonably beyond its control, such party shall not be liable
to the other for any damages resulting from such failure to perform or otherwise from such causes.
5.05 Neither party to this Agreement shall be liable to the other party for consequential
damages under any provision of this Agreement or for any act or failure to act hereunder.
5.06 In order that the indemnification provisions contained in this Article 5 shall apply,
upon the assertion of a claim for which either party may be required to indemnify the other, the
party seeking indemnification shall promptly notify the other party of such assertion, and shall
3
keep the other party advised with respect to all developments concerning such claim. The
party who may be required to indemnify shall have the option to participate with the party seeking
indemnification in the defense of such claim. The party seeking indemnification shall in no case
confess any claim or make any compromise in any case in which the other party may be required to
indemnify it, except with the other party’s prior written consent.
ARTICLE 6
COVENANTS OF THE FUND AND THE PLAN AGENT
6.01 The Fund shall promptly furnish to the Plan Agent upon request the following:
a. A certified copy of the resolution of the Board of Directors of the Fund authorizing the
appointment of the Plan Agent and the execution and delivery of this Agreement.
b. A copy of the Articles of Incorporation and By-Laws of the Fund and all amendments thereto.
6.02 The Plan Agent shall keep records relating to the services to be performed hereunder, in
the form and manner as it may deem advisable. To the extent required by Section 31 of the
Investment Company Act of 1940, as amended, and the Rules thereunder, the Plan Agent agrees that
all such records prepared or maintained by the Plan Agent relating to the services to be performed
by the Plan Agent hereunder are the property of the Fund and will be preserved, maintained and made
available in accordance with such Section and Rules, and will be surrendered promptly to the Fund
on and in accordance with its request.
6.03 The Plan Agent and the Fund agree that all books, records, information and data
pertaining to the business of the other party that 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.
6.04 The Plan Agent acknowledges that the Fund is required by Regulation S-P (17 CFR
248.1-248.30) to keep nonpublic personal information about its customers (“Customer
Information”) confidential. The Plan Agent further acknowledges that all information that it
receives pursuant to this Agreement with respect to shareholders of the Fund and their transactions
is deemed nonpublic personal information for the purposes of Regulation S-P. Accordingly, the Plan
Agent agrees that it shall not (a) use or disclose Customer Information other than to carry out the
purposes for which the Fund disclosed such Customer Information to the Plan Agent or (b) disclose
any Customer Information other than to affiliates of the Plan Agent, provided that such affiliates
shall be restricted in use and disclosure of the Customer Information to the same extent as the
Plan Agent solely for the purposes of providing the services under this Agreement and as permitted
by the exceptions under Rules 14 and 15 of Regulation S-P in the ordinary course of business to
carry out the activities covered by the exception under which the Plan Agent received the Customer
Information. The Plan Agent shall establish data security policies and procedures that are
reasonably designed to ensure the security and confidentiality of Customer Information, protect
against anticipated threats or hazards to the security and integrity of Customer Information and
protect against unauthorized access to use of
4
Customer Information that could result in substantial harm or inconvenience to any customer of
the Fund. For purposes of this paragraph, the term “affiliate” shall have the meaning set forth in
Rule 3(a) of Regulation S-P. The restrictions set forth in this paragraph shall apply during the
term of and after the termination of this Agreement. To the extent any provisions of this
paragraph conflict with other terms of this Agreement, this paragraph shall control.
6.05 In case of any requests or demands for the inspection of the Shareholder records of the
Fund, the Plan Agent will use its best efforts to notify the Fund and to secure instructions from
an authorized officer of the Fund as to such inspection. The Plan Agent reserves the right,
however, upon notice to the Fund, to disclose the Shareholder records to any person whenever it is
advised by its counsel that it may be held liable for the failure to disclose the Shareholder
records to such person.
ARTICLE 7
TERMINATION OF AGREEMENT
7.01 This Agreement may be terminated by either party upon sixty (60) days’ written notice to
the other.
7.02 This Agreement may be terminated by any non-breaching party if a party is in material
breach of this Agreement. In order to so terminate this Agreement, written notice shall be given
to an officer of the party in breach of the non-breaching party’s intention to terminate due to a
failure to comply with, or breach of, a material term or condition of this Agreement. Said written
notice shall specifically state the material term or condition claimed to be breached and shall
provide at least 15 days in which to correct such alleged breach. If such breach is not corrected
in the time period allowed, then any non-breaching party may terminate this Agreement immediately,
upon written notice to the other party.
ARTICLE 8
ASSIGNMENT
8.01 Neither this Agreement nor any rights or obligations hereunder may be assigned by either
party without the written consent of the other party.
8.02 This Agreement shall inure to the benefit of and be binding upon the parties and their
respective permitted successors and assigns.
ARTICLE 9
AMENDMENT
9.01 This Agreement may be amended or modified by a written agreement executed by both parties
and authorized or approved by resolution of the Board of Directors of the Fund.
5
ARTICLE 10
LAW TO APPLY
10.01 This Agreement shall be construed and the provisions thereof interpreted under and in
accordance with the laws of the State of New York.
ARTICLE 11
MERGER OF AGREEMENT
11.01 This Agreement constitutes the entire agreement between the parties hereto and
supersedes any prior agreement with respect to the subject hereof whether oral or written.
ARTICLE 12
EFFECTIVENESS
12.01 This Agreement will become effective on November 27, 2006.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their
names and on their behalf under their seals by and through their duly authorized officers, as of
the day and year first above written.
| DWS DREMAN VALUE INCOME EDGE FUND, INC. | ||
| By: Xxxxxxx X. Xxxxx | ||
| Title: President | ||
| UMB BANK, N.A. | ||
| By: Xxxxx X. Xxxxxxx | ||
| Title: Senior Vice President |
6
FEE SCHEDULE
Service Fees:
Monthly Evaluation Fee:
|
$75.00 per month | |
Placing and Settlements of Trades:
|
$30.00 per trade | |
DWAC:
|
$10.00 per DWAC Deposit/Withdrawal |
Invoices will be sent quarterly.
7
EXHIBIT A
DWS DREMAN VALUE INCOME EDGE FUND, INC.
TERMS AND CONDITIONS OF DIVIDEND
REINVESTMENT AND CASH PURCHASE PLAN
REINVESTMENT AND CASH PURCHASE PLAN
1. The plan agent, currently UMB Bank, N.A., (the “Plan Agent”) for DWS Dreman Value Income
Edge Fund, Inc. (the “Fund”) appointed by the Board of Directors of the Fund, and including any
successor Plan Agent, will act as Agent for each shareholder who has elected in writing to receive
dividends and distributions in additional shares of the Fund’s common stock (each a “Participant”)
under the Dividend Reinvestment and Cash Purchase Plan (the “Plan”). If shareholders do not elect
to participate in the Plan, such shareholder will receive all distributions in cash. The Fund’s
transfer agent and dividend disbursing agent (the “Transfer Agent”) will open an account for each
Participant under the Plan in the same name in which such Participant’s present shares are
registered, and put into effect for such Participant the dividend reinvestment option of the Plan
as of the first record date for a dividend or capital gains distribution, and the cash purchase
option of the Plan as of the next appropriate date as provided in paragraph 5 below.
2. Whenever the Fund declares an income dividend or a capital gains distribution payable in
common stock or cash at the option of the shareholders, each Participant is deemed to have elected
to take such dividend or distribution entirely in additional shares of common stock of the Fund,
and the Transfer Agent shall record such shares, including fractions, for the Participant’s
account. If the market price per share of the Fund’s common stock on the valuation date equals or
exceeds the net asset value per share on the valuation date, the number of additional shares to be
issued by the Fund and credited to the Participant’s account shall be determined by dividing the
dollar amount of the dividend or capital gains distribution payable on the Participant’s shares by
the greater of the following amounts per share of the Fund’s common stock on the valuation date:
(a) the net asset value, or (b) 95% of the market price. If the market price per share of the
Fund’s common stock on the valuation date is less than the net asset value per share on the
valuation date, the Plan Agent shall apply the dollar amount of the dividend or capital gains
distribution on such Participant’s shares (less such Participant’s pro rata share of brokerage
commissions incurred with respect to the Plan Agent’s open-market purchases in connection with the
reinvestment of such dividend and distribution) to the purchase on the open market of shares of the
Fund’s common stock for the Participant’s account. Such purchases will be made on or shortly after
the payment date for such dividend or distribution, and in no event more than 45 days after such
date except where temporary curtailment or suspension of purchase is necessary to comply with
applicable provisions of federal securities law. The valuation date will be the payment date for
the dividend or capital gains distribution or, if such date is not an New York Stock Exchange
trading date, then the next preceding New York Stock Exchange trading date.
3. Should the Fund declare an income dividend or capital gains distribution payable only in
cash, the Plan Agent shall apply the amount of such dividend or distribution on each
A-1
Participant’s shares (less such Participant’s pro rata share of brokerage commissions incurred
with respect to the Plan Agent’s open-market purchases in connection with the reinvestment of such
dividend or distribution) to the purchase on the open market of shares of the Fund’s common stock
for the Participant’s account. Such purchases will be made on or shortly after the payment date
for such dividend or distribution, and in no event more than 45 days after such date except where
temporary curtailment or suspension of purchase is necessary to comply with applicable provisions
of federal securities law.
4. For all purposes of the Plan: (a) the market price of the Fund’s common stock on a
particular date shall be the mean between the highest and lowest sales prices on the New York Stock
Exchange on that date, or, if there is no sale on such Exchange on that date, then the mean between
the closing bid and asked quotations for such stock on such Exchange on such date provided,
however, that if the valuation date precedes the “ex-dividend” date on such Exchange for a
particular dividend and/or distribution, then the market price on such valuation date shall be as
determined above, less the per share amount of the dividend and/or distribution; (b) net asset
value per share of the Fund’s common stock on a particular date shall be as determined by or on
behalf of the Fund; and (c) all dividends, distributions and other payments (whether made in cash
or in shares) shall be made net of any applicable withholding tax.
5. Each Participant, semi-annually, has the option of sending additional funds, in any amount
from $100 to $3,000 for the purchase on the open market of shares of the common stock of the Fund
for such Participant’s account. Voluntary payments will be invested by the Plan Agent on or
shortly after the 15th of February or August, and in no event more than 45 days after such dates
except where temporary curtailment or suspension of purchases is necessary to comply with
applicable provisions of federal securities law. Optional cash payments received from a
Participant on or prior to the fifth day preceding the 15th of February or August will be applied
by the Plan Agent to the purchase of additional shares of common stock as of that investment date.
Funds received after the fifth day preceding the 15th of February or August and prior to the 30th
day preceding the next investment date will be returned to the Participant. No interest will be
paid on optional cash payments held until investment. Consequently, Participants are strongly
urged to make their optional cash payments shortly before the 15th of February or August. However,
Participants should allow sufficient time to ensure that their payments are received by the
Transfer Agent on or prior to the fifth day preceding the 15th of February or August. Optional
cash payments should be in U.S. funds and be sent by first-class mail, postage prepaid, only to the
following address:
DWS Dreman Value Income Edge Fund, Inc.
Dividend Reinvestment and Cash Purchase Plan
000 X. 00xx Xxxxxx
Xxxxxx Xxxx, XX 00000
(000) 000-0000
Dividend Reinvestment and Cash Purchase Plan
000 X. 00xx Xxxxxx
Xxxxxx Xxxx, XX 00000
(000) 000-0000
Deliveries to any other address do not constitute valid delivery. Participants may withdraw their
entire voluntary cash payment by written notice received by the Plan Agent not less than 48 hours
before such payment is to be invested.
A-2
6. Investments of voluntary cash payments and other open-market purchases provided for above
may be made on any securities exchange where the Fund’s common stock is traded, in the
over-the-counter market or in negotiated transactions and may be on such terms as to price,
delivery and otherwise as the Plan Agent shall determine. Participants’ funds held by the Plan
Agent or the Transfer Agent uninvested will not bear interest, and it is understood that, in any
event, the Plan Agent shall have no liability in connection with any inability to purchase shares
within 45 days after the initial date of such purchase as herein provided, or with the timing of
any purchases effected. The Plan Agent shall have no responsibility as to the value of the common
stock of the Fund acquired for a Participant’s account. For the purposes of cash investments the
Plan Agent or the Transfer Agent may commingle Participants’ funds, and the average price
(including brokerage commissions) of all shares purchased by the Plan Agent as agent shall be the
price per share allocable to each Participant in connection therewith.
7. The Transfer Agent will record shares acquired pursuant to the Plan in noncertificated form
on the books of the Fund in the Participant’s name. The Transfer Agent will forward to each
Participant any proxy solicitation material. Upon a Participant’s written request, the Transfer
Agent will deliver to such Participant, without charge, a certificate or certificates for the full
shares.
8. The Transfer Agent will confirm to each Participant each acquisition made for such
Participant’s account as soon as practicable but no later than 60 days after the date thereof. The
Transfer Agent will send to each Participant a statement of account confirming the transaction and
itemizing any previous reinvestment activity for the calendar year. A statement reflecting the
amount of cash received by the Transfer Agent will be issued on receipt of each cash deposit. The
statements are the record of the costs of shares and should be retained for tax purposes.
Certificates representing shares will not be issued to a Participant under the Plan unless such
Participant so requests in writing or unless his account is terminated. Although Participants may
from time to time have an undivided fractional interest (computed to four decimal places) in a
share of the Fund, no certificates for a fractional share will be issued. However, dividends and
distributions on fractional shares will be credited to a Participant’s account. In the event of
termination of a Participant’s account under the Plan, the Transfer Agent will adjust for any such
undivided fractional interest in cash at the market value of the Fund’s shares at the time of
termination less the pro rata expense of any sale required to make such an adjustment.
9. Any stock dividends or split shares distributed by the Fund on shares held for a
Participant under the Plan will be credited to such Participant’s account. In the event that the
Fund makes available to its shareholders rights to purchase additional shares or other securities,
the shares held for a Participant under the Plan will be added to other shares held by such
Participant in calculating the number of rights to be issued to such Participant.
10. The Plan Agent’s and/or Transfer Agent’s service fee for handling capital gains
distributions or income dividends will be paid by the Fund. Participants will be charged a $1.00
service fee for each voluntary cash investment and a pro rata share of brokerage commissions on all
open market purchases.
A-3
11. Participants may terminate their accounts under the Plan by notifying the Transfer Agent
in writing. Such termination will be effective immediately if such Participant’s notice is
received by the Transfer Agent not less than ten days prior to any dividend or distribution record
date; otherwise such termination will be effective as soon as practicable upon completion of the
reinvestment of capital gains distributions or income dividends. The Plan may be terminated by the
Fund upon notice in writing mailed to Participants at least 30 days prior to any record date for
the payment of any dividend or distribution by the Fund. Upon any termination the Transfer Agent
will cause a certificate or certificates for the full number of shares held for each Participant
under the Plan and cash adjustment for any fraction of a share to be delivered to such Participant
without charge.
12. If a Participant elects by notice to the Plan Agent in writing in advance of such
termination to have the Plan Agent sell part or all of such Participant’s shares and remit the
proceeds to such Participant, the Plan Agent is authorized to deduct a fee of 5% of the gross
proceeds, to a maximum of $3.50, plus brokerage commissions for this transaction and any transfer
taxes. In such case, certificates for withdrawn shares will not be issued to such Participant, and
the Plan Agent will, within ten (10) business days after receipt of such written notice, cause such
shares to be sold at market prices for such Participant’s account. It should be noted, however,
that the Fund’s share price may fluctuate during the period between a request for sale, its receipt
by the Plan Agent, and the ultimate sale in the open market within 10 business days. This risk
should be evaluated by such Participant when considering whether to request that the Plan Agent
sell his or her shares. The risk of a price decline is borne solely by such Participant. A check
for the proceeds will not be mailed prior to receipt by the Transfer Agent of proceeds of the sale;
settlement currently occurs three (3) business days after the sale of shares. Information
regarding the sale of shares will be provided to the Internal Revenue Service (the “IRS”).
13. The reinvestment of dividends and capital gains distributions does not relieve the
Participant of any income tax which may be payable on such dividends and distributions. The
Transfer Agent will report to each Participant the taxable amount of dividends and distributions
credited to his account. Participants will be treated as receiving the amount of the distributions
made by the Fund, which amount generally will be either equal to the amount of the cash
distribution the stockholder would have received if the stockholder had elected to receive cash or,
for shares issued by the Fund, the fair market value of the shares issued to the shareholder.
14. Foreign shareholders who elect to have their dividends and distributions reinvested and
whose dividends and distributions are subject to United States income tax withholding will have
their dividends and distributions reinvested net of withholding tax. U.S. shareholders who elect
to have their dividends and distributions reinvested will have their dividends and distributions
reinvested net of the back-up withholding tax imposed under Section 3406(a)(i) of the Internal
Revenue Code of 1986, as amended, if such shareholder is subject to the back-up withholding tax,
including, without limitation, by reason of (i) such shareholder has failed to furnish to the Fund
his taxpayer identification number (the “TIN”), which for an individual is his social security
number; (ii) the IRS has notified the Fund that the TIN furnished by the shareholder is incorrect;
(iii) the IRS notifies the Fund that the shareholder is subject to back-up withholding; or (iv) the
shareholder has failed to certify, under penalties of perjury, that he is not subject to back-up
withholding. Foreign non-corporate shareholders may
A-4
also be subject to back-up withholding tax with respect to long-term capital gains
distributions if they fail to make certain certifications. Shareholders have previously been
requested by the Fund or their brokers to submit all information and certifications required in
order to exempt them from back-up withholding if such exemption is available to them. It is a
shareholder’s responsibility to supply such information and certifications to the Fund or their
brokers, as necessary.
15. These terms and conditions may be amended or supplemented by the Fund at any time or times
but, except when necessary or appropriate to comply with applicable law or the rules or policies of
the Securities and Exchange Commission, any securities exchange on which shares of the Fund are
listed, or any other regulatory authority, only by mailing to Participants appropriate written
notice at least 30 days prior to the effective date thereof. The amendment or supplement shall be
deemed to be accepted by a Participant unless, prior to the effective date thereof, the Transfer
Agent receives written notice of the termination of such Participant’s account under the Plan. Any
such amendment may include an appointment by the Fund of a successor Plan Agent or Transfer Agent
under these terms and conditions, with full power and authority to perform all or any of the acts
to be performed by the Plan Agent or Transfer Agent under these terms and conditions.
Notwithstanding the above, if for any reason operation of the Plan in accordance with its terms
should become impracticable or unreasonable under the circumstances then prevailing, or in the
judgment of the Fund’s Board of Directors such operation would not be in the interests of the
Fund’s shareholders generally, then the Fund’s Board of Directors shall have the authority to
amend, effective immediately, the terms of the Plan to the extent that such amendment does not
adversely affect the interests of Participants in any material respect. Appropriate written notice
of such amendment shall be given within 30 days of its effective date.
16. Each of the Plan Agent and Transfer Agent shall at all times act in good faith and agree
to use its best efforts within reasonable limits to insure the accuracy of all services performed
under the Plan and to comply with applicable law, but assumes no responsibility and shall not be
liable for loss or damage due to errors unless such error is caused by its negligence, bad faith,
or willful misconduct or that of its employees.
17. These terms and conditions shall be governed by the laws of the State of New York.
A-5
