EXHIBIT 4
[LOGO] CHASEMELLON
SHAREHOLDER SERVICES
SERVICE AGREEMENT
FOR
TRANSFER AGENT SERVICES
TO
XXXXXX TRUST
THIS TRANSFER AGENT AGREEMENT among Xxxxxx, Inc. , a Delaware corporation
("Depositor"), NationsBank, N.A. as Trustee (the "Trustee"), NationsBank N.A.,
individually ("NationsBank") and ChaseMellon Shareholder Services, L.L.C., a New
Jersey limited liability company ("ChaseMellon"), is dated as of June 30, 1999.
1. APPOINTMENT. The Trustee hereby appoints ChaseMellon as its transfer
agent, registrar and paying agent and ChaseMellon accepts such appointment in
accordance with the following terms and conditions for the units representing
fractional undivided interests in and ownership of the Xxxxxx Trust (the
"Trust"), all as more fully described in EXHIBIT A hereto (the "Units").
2. TERMS OF AGREEMENT.
(a) This Agreement shall commence on the date hereof and shall continue
until the earliest of (1) the resignation of ChaseMellon in accordance
with Section 2(b), (ii) receipt by ChaseMellon of a notice of termination
in accordance with Section 2(c) and (iii) receipt by ChaseMellon of a
notice from the Trustee that the Trust has terminated in accordance with
the Trust Indenture and Agreement for Xxxxxx Trust, effective as of June
30, 1999, as may from time to time be amended or supplemented, between the
Depositor and Trustee under which the Trust was created (the "Trust
Documents").
(b) ChaseMellon may resign at any time upon giving at least 30 days
written notice to the Depositor and the Trustee; provided, however, that
no such resignation shall become effective until the appointment of
ChaseMellon's successor hereunder. If no successor is appointed within 30
days after the date of resignation, ChaseMellon may petition a court of
competent jurisdiction for the appointment of a successor.
(c) The Trustee may terminate this Agreement and the appointment of
ChaseMellon as transfer agent, registrar and paying agent at any time upon
giving 30 days written notice to ChaseMellon. In the event this Agreement
is terminated by the Trustee, Trustee's notice must include instructions
as to the disposition of records, as well as any additional documentation
reasonably requested by ChaseMellon. Except as otherwise expressly
provided in this Agreement, the respective rights and duties of the
Trustee, the Sponsor and ChaseMellon under this Agreement shall cease upon
termination of the appointment.
3. DUTIES OF CHASEMELLON.
(a) ChaseMellon will provide the services listed in EXHIBIT B hereto, in
the performance of its duties as transfer agent, registrar, and paying
agent.
(b) In addition to the services provided for on EXHIBIT B hereto,
ChaseMellon agrees to do the following:
(i) Record and register the ownership positions of the Units in the
Trust in book entry form;
(ii) Mail to each holder of a Unit as of the close of business on such
record date as shall be designated in written instructions from the
Trustee (or any administrative agent appointed by the Trustee (the
"Administrative Agent") as reflected on the books and records
maintained by ChaseMellon ("Unitholders"), within 3 business days
after the date of its receipt of such instructions, all notices or
statements delivered to ChaseMellon by the Trustee or the
Administrative Agent, with written instructions to ChaseMellon to
deliver such notices or statements to Unitholders; and
(iii) The Trustee or the Administrative Agent will provide to
ChaseMellon a Distribution Statement, substantially in the form
attached hereto as Exhibit E, on the third business day prior to, but
not including, the 18th day of each month, or if such day is not a
business day, the next business day (the "Payment Date"). In
accordance with the Distribution Statement, ChaseMellon will send to
each Unit holder checks for principal, interest and other amounts, if
any, on each Payment Date, provided that ChaseMellon receives from the
Trustee (or the Administrative Agent) on the above referenced payment
date immediately available funds in an amount necessary to make such
payments. Each check stub will state the amount of principal or
interest or such other amounts.
4. REPRESENTATIONS AND WARRANTIES OF CLIENT. The Depositor and the Trustee each
represents, warrants and covenants to ChaseMellon that:
(a) the Units issued and outstanding on the date hereof have been duly
authorized, validly issued and are fully paid and are non-assessable;
(b) the Units issued and outstanding on the date hereof are not
required to be registered and have not been registered under the
Securities Act of 1933, as amended, or the Securities Exchange Act of
1934, as amended;
(c) the Trust is duly registered as an investment company under the
Investment Company Act of 1940, as amended, and is and will continue
to be in compliance with such Act;
(d) to our knowledge, all taxes, if any, which were payable upon or in
respect of the original issuance of the Units issued and outstanding
on the date hereof have been paid;
(e) the execution and delivery of this Agreement, does not violate the
terms and conditions of the Trust Documents, any applicable federal
laws of the United States of America or the laws of the State of New
York, any order or decree affecting the Trust of any New York or
federal court or public authority having jurisdiction or any contract,
agreement or undertaking to which the Trust is a party or by which it
is bound; and
(f) this Agreement is a valid and binding agreement of each of the
parties hereto (other than ChaseMellon) and is enforceable against the
Depositor, the Trustee, the Trust, and NationsBank, N.A., in
accordance with its terms, except as the enforceability thereof may be
limited by the effect of bankruptcy, insolvency, fraudulent transfer,
reorganization, receivership, moratorium, and other similar laws
affecting the rights and remedies of creditors generally and by
general principles of equity (whether applied by a court of law or
equity); and
(g) the Depositor and the Trustee agree to provide or cause to be
provided to ChaseMellon the documentation and notifications listed in
EXHIBIT C hereto.
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5. COMPENSATION AND EXPENSES. NationsBank and the Trustee jointly and severally
agrees to compensate ChaseMellon for its services hereunder in accordance with
the fee schedules listed in EXHIBIT D hereto. Such fees may be adjusted by the
annual percentage of change in the latest Consumer Price Index of All Urban
Consumers (CPI-U) for the Northeast region, 1982-84=100, as published by the
U.S. Department of Labor, Bureau of Labor Statistics. In accordance with EXHIBIT
D hereto, NationsBank and the Trustee jointly and severally agree to reimburse
ChaseMellon for all reasonable expenses, disbursements or advances incurred by
it in accordance herewith. All amounts owned to ChaseMellon hereunder are due
upon receipt of the invoice. Delinquent payments are subject to a late payment
charge of one and one half percent (1.5%) per month commencing forty-five (45)
days from the invoice date. Nations Bank and the Trustee jointly and severally
agree to reimburse ChaseMellon for any attorney's fees and any other costs
associated with collecting delinquent payments. ChaseMellon may suspend
transfers and/or terminate this Agreement upon written notice if (i) NationsBank
or the Trustee fails to pay fees hereunder or (ii) any proceeding in bankruptcy,
reorganization, receivership or insolvency is commenced by or against either
NationsBank, N.A. or the Trust, or either NationsBank, N.A. or the Trust shall
become insolvent, or shall cease paying its obligations as they become due or
makes any assignment for the benefit of its creditors.
6. SCOPE OF AGENCY.
(a) ChaseMellon shall act solely as agent for the Trustee under this
Agreement and owes no duties hereunder to any other person. ChaseMellon
undertakes to perform the duties and only the duties that are specifically
set forth in this Agreement, and no implied convenants or obligations
shall be read into this Agreement against ChaseMellon.
(b) ChaseMellon may rely upon, and shall be protected in acting or
refraining from acting upon, (i) any communication from the Trustee; (ii)
any communication from any co-Transfer Agent or from any Registrar (other
than ChaseMellon), co-Registrar, or Administrative Agent, and ; (iii) any
other written instruction, notice, request, direction, consent, report,
certificate, or other instrument, paper or document believed by
ChaseMellon to be genuine and to have been signed or given by the proper
party or parties. In addition, ChaseMellon is authorized to refuse to make
any transfer it deems improper.
(c) ChaseMellon may consult with counsel (including internal counsel)
whose advice shall be full and complete authorization and protection in
respect of any action taken, suffer or omitted by it hereunder in good
faith and in reliance thereon.
(d) Any instructions given by the Trustee to ChaseMellon orally, as
permitted by any provision of this Agreement, shall be confirmed in
writing by the Trustee as soon as practicable. ChaseMellon shall not be
liable or responsible and shall be fully authorized and protected for
acting, or failing to act, in accordance with any oral instructions which
do not conform with the written confirmation received in accordance with
this Section 6(d).
(e) ChaseMellon shall not be obligated to take any legal action hereunder;
if, however, ChaseMellon determines to take any legal action hereunder,
and,
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where the taking of such legal action might in ChaseMellon's judgment
subject or expose ChaseMellon to any expense or liability, ChaseMellon
shall not be required to act unless ChaseMellon shall have been furnished
with an indemnity satisfactory to ChaseMellon.
7. INDEMNIFICATION. NationsBank, N.A. and the Trustee jointly and severally
agree to indemnify ChaseMellon for, and hold it harmless against, any loss,
liability, claim or expense ("Loss") arising out of or in connection with its
duties under this Agreement, including the costs and expenses of defending
itself against any Loss, except to the extent that such Loss shall have been
determined by a court of competent jurisdiction to be a result of ChaseMellon's
gross negligence or intentional misconduct.
8. LIMITATION OF LIABILITY.
(a) In the absence of gross negligence or intentional misconduct on its
part, ChaseMellon shall not be liable for any action taken, suffered, or
omitted by it or for any error of judgment made by it in the performance
of its duties under this Agreement. In no event will ChaseMellon be liable
for special, indirect, punitive, incidental or consequential loss or
damages of any kind whatsoever (including but not limited to lost
profits), even if ChaseMellon has been advised of the possibility of such
damages. Any liability of ChaseMellon will be limited to the amount of
fees paid to ChaseMellon hereunder.
(b) In the event any question or dispute arises with respect to
ChaseMellon's duties hereunder, ChaseMellon shall not be required to act
or be held liable or responsible for its failure or refusal to act until
the questions or dispute has been (i) judicially settled (and, if
appropriate, either may file a suit in interpleader or for a declamatory
judgment for such purpose) by final judgment rendered by a court of
competent jurisdiction that is binding on all parties interested in the
matter and is no longer subject to review or appeal, or (ii) settled by a
written document in form and substance satisfactory to ChaseMellon and
executed by the Depositor and the Trustee. In addition, ChaseMellon may
require for such purpose, but shall not be obligated to require, the
execution of such written settlement by parties that may have an interest
in the settlement.
9. FORCE MAJEURE. ChaseMellon shall not be liable for any failures, delays or
losses, arising directly or indirectly out of conditions beyond its reasonable
control, including, but not limited to, acts of government, exchange or market
ruling, suspension of trading, work stoppages or labor disputes, civil
disobedience, riots, rebellions, electrical or mechanical failure, computer
hardware or software failure, communications facilities failures including
telephone failure, war, fires, earthquakes, storms, floods, acts of God or
similar occurrences.
10. NOTICES. All notices, demands and other communications shall be in writing
and sent or delivered to the addresses indicated on the signature page hereof.
Notice will be effective on the date that it is received.
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11. MISCELLANEOUS.
(a) AMENDMENTS. This Agreement may not be amended or modified in any
manner except by a written agreement signed by ChaseMellon, NationsBank,
the Depositor and the Trustee.
(b) GOVERNING LAW. This Agreement shall be governed by, construed and
interpreted in accordance with the laws of the State of New York, without
regard to principles of conflicts of law.
(c) SURVIVAL OF TERMS. The obligations under Section 5, 7 and 8 shall
survive the termination of this Agreement.
(d) ASSIGNMENT. This Agreement may not be assigned, or otherwise
transferred, in whole or in part, by any party without the prior written
consent of each other party, which no other party will unreasonably
withhold, condition or delay. Any attempted assignment in violation of the
foregoing will be void.
(e) HEADINGS. The headings contained in this Agreement are for the
purposes of convenience only and are not intended to define or limit the
contents of this Agreement.
(f) SEVERABILITY. Whenever possible, each provision of this Agreement will
be interpreted in such a manner as to be effective and valid under
applicable law, but if any provision of this Agreement is found to violate
the law, it will be severed from the rest of the Agreement and ignored.
(g) COUNTERPARTS. This Agreement may be executed manually in any number of
counterparts, each of which such counterparts, when so executed and
delivered, shall be deemed an original, and all such counterparts when
taken together shall constitute one and the same original instrument.
(h) ENTIRE AGREEMENT. This Agreement constitutes the entire understanding
of the parties with respect to the subject matter hereof and merges of
prior written or oral communications, understandings, and agreements with
respect to the subject matter of this Agreement. The parties acknowledge
that the Exhibits hereto are an integral part of this Agreement.
(i) BENEFITS OF THIS AGREEMENT. Nothing in this Agreement shall be
construed to give any person or entity other than ChaseMellon, the
Depositor and the Trustee any legal or equitable right, remedy or claim
under this Agreement; but this Agreement shall be for the sole and
exclusive benefit of ChaseMellon and the Trustee.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement by
their duly authorized officers as of the day and year above written.
XXXXXX, INC.
BY: /s/ XXXXX X. XXXXXXXX
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NAME: XXXXX X. XXXXXXXX
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TITLE: SENIOR VICE PRESIDENT
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ADDRESS: 000 X. XXXXXXX XXXXXX, XXXXX 000
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XXXX, XX 00000
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ATTN: ________________________________
NATIONSBANK, N.A., AS TRUSTEE
BY: /s/ XXXXXXX X. XXXXXXXXXXX
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NAME: XXXXXXX X. XXXXXXXXXXX
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TITLE: VICE PRESIDENT
---------------------------------
ADDRESS: 000 X. XXXXX XXXXXX
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XXXXXXXXX, XX 00000
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NC1-007-19-02
---------------------------------
ATTN: SPECIALTY ACCOUNTING
---------------------------------
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
BY: /s/ XXXXXX XXXXXXXX
---------------------------------
NAME: XXXXXX XXXXXXXX
---------------------------------
TITLE: VICE PRESIDENT
---------------------------------
ADDRESS: 000 XXXXXXXXXX XXXXXX
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00XX XXXXX
---------------------------------
XXX XXXXXXXXX, XX
---------------------------------
ATTN: _________________________________
NATIONSBANK, N.A., INDIVIDUALLY
BY: /s/ XXXXXXXX XXXXX
---------------------------------
NAME: XXXXXXXX XXXXX
---------------------------------
TITLE: VICE PRESIDENT
---------------------------------
ADDRESS: 000 X. XXXXX XXXXXX
---------------------------------
XXXXXXXXX, XX 00000
---------------------------------
ATTN: NC1-007-20-01
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A-1
[LOGO] CHASEMELLON
SHAREHOLDER SERVICES EXHIBIT A
UNITS SUBJECT TO THE AGREEMENT
NUMBER OF
AUTHORIZED UNITS
NUMBER OF ISSUED AND
UNITS AUTHORIZED UNITS OUTSTANDING
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A-1
[LOGO] CHASEMELLON
SHAREHOLDER SERVICES EXHIBIT B
SERVICES TO BE PROVIDED
ACCOUNT MAINTENANCE FUNCTIONS
o Opening new accounts
o Posting debits and credits
o Planning and releasing stop transfer notations
o Consolidating accounts
o Coding accounts requiring special handling (e.g. "bad address," "do not
mail," "VIP," etc.)
o Processing address changes
o Responding to Unitholder correspondence
o Providing a general 800 phone number for Unitholder inquiries
o Obtaining and posting Taxpayer Identification Number Certifications
pursuant to IDTCA regulations
o Maintaining closed accounts for the purpose of research and tax
reporting
o Purging closed accounts that meet selective criteria
o Providing unlimited on-line access to Unitholder records
o Training on system access
UNIT ISSUANCE FUNCTIONS
o Maintaining mail and window facilities for the receipt of transfer
requests
o Examining issuance or transfer requests to ensure that proper authority
is being exercised
o Verifying that Units issued equal the amount surrendered
o Verifying that no stop orders are held against the transferred Units
o Registering new book entry positions
o Recording canceled book entry positions
o Processing restricted and legal transfers upon presentment of appropriate
supporting documentation
o Preparing Daily Transfer or Management Summary Journals
o Distribution of Initial Transaction Statement
PAYING AGENCY FUNCTIONS
o Preparing and mailing checks
o Preparing and wiring funds, if instructed and appropriate arrangements
are made with ChaseMellon
o Reconciling checks
o Preparing payment register in list or microfiche form
o Withholding and filing taxes for non-resident aliens and others
o Filing federal tax information returns
B-1
o Processing "B" and "C" Notices received from the IRS
o Mailing required statements (Form 1099) to registered Unitholders, if
requested by the Trustee and necessary forms have been delivered to
ChaseMellon
o Maintaining stop files and issuing replacement checks
o Maintaining payment orders and addresses
o Maintaining records to support escheat filings
o Distribution of Distribution Statement (unless receipt has been waived by
a Unitholder)
OTHER SERVICES
o Preparing Unitholder listings and labels
B-2
[LOGO] CHASEMELLON
SHAREHOLDER SERVICES
EXHIBIT C
DOCUMENTS AND NOTIFICATIONS TO BE DELIVERED TO CHASEMELLON
UPON EXECUTION OF THIS AGREEMENT
Upon execution and delivery of the Agreement, the depositor and the Trustee
shall provide ChaseMellon with the following:
1. A copy of the Certificate of Incorporation of the Depositor, and all
amendments thereto, certified by the Secretary of State of the state of
incorporation and the Certificate of Formation of the Trust, and all amendments
thereto, certified by the Secretary of State of its state of formation.
2. A copy of the By-laws of Depositor, as amended to date, and as duly certified
by the Secretary of Depositor under the corporate seal, and a fully executed
counterpart of each Trust Document, each as amended to date, and as duly
certified by an authorized officer of the Trustee.
3. A certificate of the Secretary or an Assistant Secretary of the Depositor,
under its corporate seal, and a certificate of a duly authorized officer of the
Trustee, stating with respect to the Depositor or the Trust, as the case may be,
that:
a) this Agreement has been executed and delivered pursuant to the
authority of the Depositor's Board of Directors or the Trustee:
b) the attached list of existing agreements pursuant to which Units
have been reserved for future issuance specifying the number of reserved
Units subject to each such existing agreement and the substitute
provisions thereof, is true and complete, or no Units have been reserved
for future issuance;
c) each Unitholder list provided is true and complete or no Units are
outstanding;
d) that no units are listed on any stock exchange;
e) there are no co-Transfer Agents, Registrars (other than ChaseMellon)
or co-Registrars for any of the Units;
f) the officer(s) of the Depositor and the Trustee, who executed this
Agreement as well as any certificates or papers delivered to ChaseMellon
pursuant to this Agreement, were validly elected to, and this incumbents
of, the offices they purported to hold at the time of such execution and
delivery, and that their signatures on all documentation are genuine; and
C-1
g) the appointment of U.S. Bank, National Association, as
Administrative Agent and as Co-Paying Agent and upon which is subscribed a
certificate of an officer of the Depositor or the Trustee, as the case may
be, other than the officer executing the certificate, stating that the
person who executed the certificate was validly elected to, and is the
Secretary or an Assistant Secretary of the Depositor or an authorized
officer of the Trustee, as the case may be, and that his signature on the
certificate is genuine.
4. A Unitholder list, preferably in machine readable format, certified as
true and complete by the person preparing the list, for the issued and
outstanding Units, setting forth as to each holder, his/her name and address,
tax identification number certified by the Unitholder pursuant to requirements
of the Internal Revenue Code applicable regulations, the number of Units held,
and the existence of any stop orders or other transfer restrictions.
5. Opinion of counsel for the Depositor and the Trustee, addressed to
ChaseMellon, substantially to the effect that:
a) the issuance of the Units has been duly authorized by the Trust, and
when issued in compliance with the Trust Agreement and following the
deposit referred to in Section 2.01 of the Trust Agreement, the Units will
be fully paid and are non-assessable;
b) the issuance of the Units in accordance with the Trust Agreement does
not require registration under the Securities Act of 1933, as amended, or
under the Securities Exchange Act of 1934, as amended;
c) The Trust is duly registered as an investment company under the
Investment Company Act of 1940, as amended;
d) To the knowledge of counsel, no taxes are required to be paid by the
Trust in respect of the issuance of the Units; and
e) the execution and delivery of this Agreement do not violate the terms
and conditions of the Trust Agreement, any law covered by such opinion of
counsel, to the knowledge of counsel, any order or decree affecting the
Trust of any New York or federal court of public authority having
jurisdiction, or to the knowledge of counsel, any contract, agreement or
undertaking to which the Trust is a party or by which it is bound and this
Agreement is enforceable against the Depositor, the Trustee, the Trust and
NationsBank, N.A. in accordance with its terms, except as limited by
bankruptcy, insolvency, fraudulent transfer, reorganization, receivership,
moratorium, and other similar laws affecting the enforcement of creditors'
rights generally and by general principles of equity (whether applied by a
court of law or equity).
7. A completed Internal Revenue Service Form 2678.
C-2
NOTIFICATION OF CHANGES
The Depositor and the Trustee shall promptly notify ChaseMellon of the
following:
1. Any change in the name of the Depositor, the Trustee or the Trust, any
amendment of the certificate of incorporation or by-laws of any of the
foregoing, the Trust Documents or any other agreement, document or instrument
under which the Trust is organized or governed;
2. Any change in the title of the Units from that set forth in Column 1 of
Schedule A hereto;
3. Any change in the Number of Authorized Units from that set forth in Column
2 of Schedule A hereto;
4. Any change in existing agreements or any entry into new agreements changing
the Number of Authorized Units;
5. Any change in the number of outstanding Units subject to stop orders or
other transfer limitations;
6. The listing or delisting of any Units on any stock exchange;
7. The registration of the issuance of any Units under the Securities Act of
1933, as amended, or the registration of the Units under the Securities Exchange
Act of 1934, as amended;
8. The appointment after the date hereof of any co-Transfer Agent, Registrar
(other than ChaseMellon), any co-Registrar or Administrative Agent for any of
the Units;
9. The merger of the Depositor, the Trustee or the Trust into, or the
consolidation of the Depositor, the Trustee or the Trust with, or the sale or
other transfer of the assets of the Depositor, the Trustee or the Trust
substantially as an entirety to, another person; or the merger or consolidation
of another person into or with the Depositor, the Trustee or the Trust; and
10. Any other change in the affairs of the Depositor, the Trustee or the Trust
of which ChaseMellon must have knowledge to perform properly in duties under
this Agreement.
C-3
[LOGO] CHASEMELLON
SHAREHOLDER SERVICES EXHIBIT D
FEE SCHEDULE
Fees Are Not Subject to Increase: FIRST TWO (2) YEARS
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SERVICE FEES
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FLAT MONTHLY FEE $1500.00
The above fee will be charged for all services listed in Exhibit B and will be
subject to the following allowances:
Number of open accounts maintained 1000
Number of mailings per year (two enclosures) 14
Number of book-entry credits (annual) 500
Number of Unitholder telephone inquires (monthly) 25
Number of Unitholders Written Inquires 25
Number of lists, labels, reports, analyses (annual) 4
To the extent the above allowances are exceeded, the following fees will apply:
For each account maintained (per year) $4.50
For each book-entry credits posted $1.50
For each Unitholder telephone inquiry $6.25
For each Unitholder written inquiry $5.00
Mailings See Attached
Lists/Labels/Analyses See Attached
EXPENSES AND OTHER CHARGES
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FEES AND OUT OF POCKET EXPENSES. All charges and fees, out of pocket costs,
expenses and disbursements of ChaseMellon are due and payable by the Trustee
or NationsBank, N.A. upon receipt of an invoice from ChaseMellon.
The cost of stationary and supplies, such as transfer sheets, distribution
checks, etc., together with any disbursement for telephone, postage, mail
insurance, travel for annual meeting, link-up charges for ADP/IECA, tape charges
from DTC, etc. Are billed in addition to the above fees.
For companies who participate in the Direct Registration System (DRS),
ChaseMellon will provide a "sell" feature for liquidation of book-entry Units
D-1
held on behalf of a Unitholder. Upon receipt of a sell request by the registered
Unitholder, The Chase Manhattan Bank or Mellon Bank, N.A. will process this
request and remit the proceeds to the Unitholder in the form of a check (less
the appropriate fees). The charge for each such sale is $15.00 plus $0.12 per
Unit.
INITIAL FEE. A fee of $2000.00 will be imposed for any additional activities
associated with the acceptance of appointments involving initial public
offerings (IPO'S), secondary offerings or closings. The initial fee will cover
the issuance of Units to up to 200 Unitholders. A fee of $2.00 per Unitholder
will be assessed for each Unitholder over this threshold.
TERMINATION FEE. In the event the Trustee terminates this Agreement, the Trustee
or NationsBank, N.A. shall pay ChaseMellon a fee of one dollar ($1.00) per
registered Unitholder account then maintained on ChaseMellon's records, subject
to a minimum fee of two thousand five hundred dollars ($2,500.00). This fee,
subject to change upon written notification to the Trustee by ChaseMellon, is
separate from any other amounts payable to ChaseMellon incidental to such
termination, such as, the cost to produce and ship records, reports and unused
certificate stock to a successor agent. It is also separate from any other fees
for services under this Agreement, which would be accrued and payable to
ChaseMellon prior to such termination. ChaseMellon may withhold the Trust's
records and reports from a successor agent pending the payment in full of its
fees and expenses owed under this Agreement.
CONVERSION. There is usually no charge for converting the Trust's files to
ChaseMellon's system with the exception of outstanding check history from the
current agent's file. A review of the current rules and formats will be made to
determine if any situation exists which will require extraordinary effort to
complete the conversion. Any charge will be discussed with the Trustee prior to
work commencing.
LEGAL, TECHNOLOGICAL EXPENSES. Certain legal expenses may be incurred in
resolving matters not anticipated in the normal course of business. This may
result in a separate charge to cover ChaseMellon's expenses in resolving such
matters, provided that any legal expenses charged by ChaseMellon shall be
reasonable.
In the event any Federal regulation and/or state or local law are enacted which
require ChaseMellon to make any technological improvements and/or modifications
to its current system, the Trustee or NationsBank, N.A. shall reimburse
ChaseMellon, on a pro rata basis proportionate to the Trusts' registered
Unitholder base, for the costs associated with making such required
technological improvements and/or modifications.
OTHER SERVICES. Fees for any services not specified will be based on
ChaseMellon's standard fees at the time of the request or, if no standard fees
have been established, an appraisal of the work to be performed.
D-2
LISTS/LABELS/ANALYSES
FEE SCHEDULE
LISTS
Per name listed $0.05
LABELS
Per label printed $0.05
ANALYSES
Per name passed on data base $.0.02
Per name listed in report $0.05
(MINIMUM charge for each of the above services will be $250.)
OUT-OF-POCKET EXPENSES
Any expenses of this nature, which include but are not limited to telephone,
facsimile transmissions, postage, insurance, messenger, stationery, etc., will
be billed in addition to the above stated fees.
D-3
MAILING SERVICES
FEE SCHEDULE
ADDRESSING
Addressing mailing medium (per name) $0.05
AFFIXING
Affixing labels (per labels $0.035
INSERTING
Inserting Enclosures (Machine)
1st Enclosures (per piece) $0.05
Inserting Enclosures (Manual)
Charge will be determined
based on analysis
of work to be
performed.
(MINIMUM charge for any mailing will be $250.)
OUT-OF-POCKET EXPENSES
Any expenses of this nature, which include but are not limited to telephone,
facsimile transmissions, postage, insurance, messenger, stationary, etc., will
be billed in addition to the above stated fees.
D-4
EXHIBIT E
MONTHLY DISTRIBUTION STATEMENT
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[DATE]
ChaseMellon Shareholder Services L.L.C.
000 Xxxxxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
To ChaseMellon Shareholder Services L.L.C.:
Pursuant to Section 3.05 of the Trust Indenture and Agreement dated June 30,
1999 among Xxxxxx, Inc., as Depositor, NationsBank, N.A., as Trustee, and
NationsBank, N.A., in its individual capacity ("Trust Agreement"), below are the
amounts being distributed on [SPECIFIC DATE] from the Principal and Interest
Accounts of Xxxxxx Trust, a trust organized under the laws of the State of New
York on June 30, 1999.
When you distribute to each Unitholder its pro rata share of the Interest or
Principal Accounts, please provide to each Unitholder a statement of the per
unit dollar amount being distributed for each Account.
Per Unit Distributions Per Unit Distributions
from from
Interest Account Principal Account
-------------------------------------------------------------
$ $
Capitalized terms used in this letter and not otherwise defined have the
meanings established in the Trust Agreement.
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