FORM OF
TRANSFER AGENCY AND REGISTRAR AGREEMENT
AGREEMENT, dated as of ___________, 199_ between
(the "Fund"), a corporation organized under the laws of
______and having its principal place of business
at________________, and First Data Investors Services
Group, Xxx.XXX. (MA) (the "Transfer Agent"), a
Massachusetts corporation with principal offices at One
Exchange Place, 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx
00000.
W I T N E S S E T H
That for and in consideration of the mutual
covenants and promises hereinafter set forth, the Fund and
the Transfer Agent agree as follows:
1. Definitions. Whenever used in this Agreement,
the following words and phrases, unless the context
otherwise requires, shall have the following meanings:
(a) "Articles of Incorporation" shall mean
the Articles of Incorporation, Declaration of Trust,
Partnership Agreement, or similar organizational document
as the case may be, of the Fund as the same may be amended
from time to time.
(b) "Authorized Person" shall be deemed to
include any person, whether or not such person is an
officer or employee of the Fund, duly authorized to give
Oral Instructions or Written Instructions on behalf of the
Fund as indicated in a certificate furnished to the
Transfer Agent pursuant to Section 4(c) hereof as may be
received by the Transfer Agent from time to time.
(c) "Board of Directors" shall mean the Board
of Directors, Board of Trustees or, if the Fund is a
limited partnership, the General Partner(s) of the Fund,
as the case may be.
(d) "Commission" shall mean the Securities
and Exchange Commission.
(e) "Custodian" refers to any custodian or
subcustodian of securities and other property which the
Fund may from time to time deposit, or cause to be
deposited or held under the name or account of such a
custodian pursuant to a Custodian Agreement.
(f) "Fund" shall mean the entity executing
this Agreement, and if it is a series fund, as such term
is used in the 1940 Act, such term shall mean each series
of the Fund hereafter created, except that appropriate
documentation with respect to each series must be
presented to the Transfer Agent before this Agreement
shall become effective with respect to each such series.
(g) "1940 Act" shall mean the Investment
Company Act of 1940.
(h) "Oral Instructions" shall mean
instructions, other than Written Instructions, actually
received by the Transfer Agent from a person reasonably
believed by the Transfer Agent to be an Authorized Person;
(i) "Prospectus" shall mean the most recently
dated Fund Prospectus and Statement of Additional
Information, including any supplements thereto if any,
which has become effective under the Securities Act of
1933 and the 1940 Act.
(j) "Shares" refers collectively to such
shares of capital stock, beneficial interest or limited
partnership interests, as the case may be, of the Fund as
may be issued from time to time and, if the Fund is a
closed-end or a series fund, as such terms are used in the
1940 Act any other classes or series of stock, shares of
beneficial interest or limited partnership interests that
may be issued from time to time.
(k) "Shareholder" shall mean a holder of
shares of capital stock, beneficial interest or any other
class or series, and also refers to partners of limited
partnerships.
(l) "Written Instructions" shall mean a
written communication signed by a person reasonably
believed by the Transfer Agent to be an Authorized Person
and actually received by the Transfer Agent. Written
Instructions shall include manually executed originals and
authorized electronic transmissions, including
telefacsimile of a manually executed original or other
process.
2. Appointment of the Transfer Agent. The Fund
hereby appoints and constitutes the Transfer Agent as
transfer agent, registrar and dividend disbursing agent
for Shares of the Fund and as shareholder servicing agent
for the Fund. The Transfer Agent accepts such
appointments and agrees to perform the duties hereinafter
set forth.
3. Compensation.
(a) The Fund will compensate or cause the
Transfer Agent to be compensated for the performance of
its obligations hereunder in accordance with the fees set
forth in the written schedule of fees annexed hereto as
Schedule A and incorporated herein. The Transfer Agent
will transmit an invoice to the Fund as soon as
practicable after the end of each calendar month which
will be detailed in accordance with Schedule A, and the
Fund will pay to the Transfer Agent the amount of such
invoice within thirty (30) days after the Fund's receipt
of the invoice.
In addition, the Fund agrees to pay, and will be
billed separately for, reasonable out-of-pocket expenses
incurred by the Transfer Agent in the performance of its
duties hereunder. Out-of-pocket expenses shall include,
but shall not be limited to, the items specified in the
written schedule of out-of-pocket charges annexed hereto
as Schedule B and incorporated herein. Unspecified
out-of-pocket expenses shall be limited to those
out-of-pocket expenses reasonably incurred by the Transfer
Agent in the performance of its obligations hereunder.
Reimbursement by the Fund for expenses incurred by the
Transfer Agent in any month shall be made as soon as
practicable but no later than 15 days after the receipt of
an itemized xxxx from the Transfer Agent.
(b) Any compensation agreed to hereunder may
be adjusted from time to time by attaching to Schedule A,
a revised fee schedule executed and dated by the parties
hereto.
4. Documents. In connection with the appointment
of the Transfer Agent the Fund shall deliver or caused to
be delivered to the Transfer Agent the following documents
on or before the date this Agreement goes into effect, but
in any case within a reasonable period of time for the
Transfer Agent to prepare to perform its duties hereunder:
(a) If applicable, specimens of the
certificates for Shares of the Fund;
(b) All account application forms and other
documents relating to Shareholder accounts or to any plan,
program or service offered by the Fund;
(c) A signature card bearing the signatures
of any officer of the Fund or other Authorized Person who
will sign Written Instructions or is authorized to give
Oral Instructions.
(d) A certified copy of the Articles of
Incorporation, as amended;
(e) A certified copy of the By-laws of the
Fund, as amended;
(f) A copy of the resolution of the Board of
Directors authorizing the execution and delivery of this
Agreement;
(g) A certified list of Shareholders of the
Fund with the name, address and taxpayer identification
number of each Shareholder, and the number of Shares of
the Fund held by each, certificate numbers and
denominations (if any certificates have been issued),
lists of any accounts against which stop transfer orders
have been placed, together with the reasons therefore, and
the number of Shares redeemed by the Fund; and
(h) An opinion of counsel for the Fund with
respect to the validity of the Shares and the status of
such Shares under the Securities Act of 1933, as amended.
5. Further Documentation. The Fund will also
furnish the Transfer Agent with copies of the following
documents promptly after the same shall become available:
(a) each resolution of the Board of Directors
authorizing the issuance of Shares;
(b) any registration statements filed on
behalf of the Fund and all pre-effective and
post-effective amendments thereto filed with the
Commission;
(c) a certified copy of each amendment to the
Articles of Incorporation or the By-laws of the Fund;
(d) certified copies of each resolution of
the Board of Directors or other authorization designating
Authorized Persons; and
(e) such other certificates, documents or
opinions as the TransferAgent may reasonably request in
connection with the performance of its duties hereunder.
6. Representations of the Fund. The Fund
represents to the Transfer Agent that all outstanding
Shares are validly issued, fully paid and non-assessable.
When Shares are hereafter issued in accordance with the
terms of the Fund'sArticles of Incorporation and its
Prospectus, such Shares shall be validly issued, fully
paid and non-assessable.
7. Distributions Payable in Shares. In the event
that the Board of Directors of the Fund shall declare a
distribution payable in Shares, the Fund shall deliver or
cause to be delivered to the Transfer Agent written notice
of such declaration signed on behalf of the Fund by an
officer thereof, upon which the Transfer Agent shall be
entitled to rely for all purposes, certifying (i) the
identity of the Shares involved, (ii) the number of Shares
involved, and (iii) that all appropriate action has been
taken.
8. Duties of the Transfer Agent. The Transfer
Agent shall be responsible for administering and/or
performing those functions typically performed by a
transfer agent; for acting as service agent in connection
with dividend and distribution functions; and for
performing shareholder account and administrative agent
functions in connection with the issuance, transfer and
redemption or repurchase (including coordination with the
Custodian) of Shares in accordance with the terms of the
Prospectus and applicable law. The operating standards and
procedures to be followed shall be determined from time to
time by agreement between the Fund and the Transfer Agent
and shall initially be as described in Schedule C attached
hereto. In addition, the Fund shall deliver to the
Transfer Agent all notices issued by the Fund with respect
to the Shares in accordance with and pursuant to the
Articles of Incorporation or By-laws of the Fund or as
required by law and shall perform such other specific
duties as are set forth in the
9. Record Keeping and Other Information. The
Transfer Agent shall create and maintain all records
required of it pursuant to its duties hereunder and as set
forth in Schedule C in accordance with all applicable
laws, rules and regulations, including records required by
Section 31(a) of the 1940 Act. All records shall be
available during regular business hours for inspection and
use by the Fund. Where applicable, such records shall be
maintained by the Transfer Agent for the periods and in
the places required by Rule 31a-2 under the 1940 Act.
Upon reasonable notice by the Fund, the Transfer
Agent shall make available during regular business hours
such of its facilities and premises employed in connection
with the performance of its duties under this Agreement
for reasonable visitation by the Fund, or any person
retained by the Fund as may be necessary for the Fund to
evaluate the quality of the services performed by the
Transfer Agent pursuant hereto.
10. Other Duties. In addition to the duties set
forth in Schedule C, the Transfer Agent shall perform such
other duties and functions, and shall be paid such amounts
therefor, as may from time to time be agreed upon in
writing between the Fund and the Transfer Agent. The
compensation for such other duties and functions shall be
reflected in a written amendment to Schedule A or B and
the duties and functions shall be reflected in an
amendment to Schedule C, both dated and signed by
authorized persons of the parties hereto.
11. Reliance by Transfer Agent; Instructions
(a) The Transfer Agent will have no liability
when acting upon Written or Oral Instructions believed to
have been executed or orally communicated by an Authorized
Person and will not be held to have any notice of any
change of authority of any person until receipt of a
Written Instruction thereof from the Fund pursuant to
Section 4(c). The Transfer Agent will also have no
liability when processing Share certificates which it
reasonably believes to bear the proper manual or facsimile
signatures of the officers of the Fund and the proper
countersignature of the Transfer Agent.
(b) At any time, the Transfer Agent may apply
to any Authorized Person of the Fund for Written
Instructions and may seek advice from legal counsel for
the Fund, or its own legal counsel, with respect to any
matter arising in connection with this Agreement, and it
shall not be liable for any action taken or not taken or
suffered by it in good faith in accordance with such
Written Instructions or in accordance with the opinion of
counsel for the Fund or for the Transfer Agent. Written
Instructions requested by the Transfer Agent will be
provided by the Fund within a reasonable period of time.
In addition, the Transfer Agent, its officers, agents or
employees, shall accept Oral Instructions or Written
Instructions given to them by any person representing or
acting on behalf of the Fund only if said representative
is an Authorized Person. The Fund agrees that all Oral
Instructions shall be followed within one business day by
confirming Written Instructions, and that the Fund's
failure to so confirm shall not impair in any respect the
Transfer Agent's right to rely on Oral Instructions. The
Transfer Agent shall have no duty or obligation to inquire
into, nor shall the Transfer Agent be responsible for, the
legality of any act done by it upon the request or
direction of a person reasonably believed by the Transfer
Agent to be an Authorized Person.
(c) Notwithstanding any of the foregoing
provisions of this Agreement, the Transfer Agent shall be
under no duty or obligation to inquire into, and shall not
be liable for: (i) the legality of the issuance or sale
of any Shares or the sufficiency of the amount to be
received therefor; (ii) the legality of the redemption of
any Shares, or the propriety of the amount to be paid
therefor; (iii) the legality of the declaration of any
dividend by the Board of Directors, or the legality of the
issuance of any Shares in payment of any dividend; or (iv)
the legality of any recapitalization or readjustment of
the Shares.
12. Acts of God, etc. The Transfer Agent will not
be liable or responsible for delays or errors by acts of
God or by reason of circumstances beyond its control,
including acts of civil or military authority, national
emergencies, labor difficulties, mechanical breakdown,
insurrection, war, riots, or failure or unavailability of
transportation, communication or power supply, fire, flood
or other catastrophe.
13. Duty of Care and Indemnification. Each party
hereto (the "Indemnifying Party') will indemnify the other
party (the "Indemnified Party") against and hold it
harmless from any and all losses, claims, damages,
liabilities or expenses of any sort or kind (including
reasonable counsel fees and expenses) resulting from any
claim, demand, action or suit or other proceeding (a
"Claim") unless such Claim has resulted from a negligent
failure to act or omission to act or bad faith of the
Indemnified Party in the performance of its duties
hereunder. In addition, the Fund will indemnify the
Transfer Agent against and hold it harmless from any
Claim, damages, liabilities or expenses (including
reasonable counsel fees) that is a result of: (i) any
action taken in accordance with Written or Oral
Instructions, or any other instructions, or share
certificates reasonably believed by the Transfer Agent to
be genuine and to be signed, countersigned or executed, or
orally communicated by an Authorized Person; (ii) any
action taken in accordance with written or oral advice
reasonably believed by the Transfer Agent to have been
given by counsel for the Fund or its own counsel; or (iii)
any action taken as a result of any error or omission in
any record (including but not limited to magnetic tapes,
computer printouts, hard copies and microfilm copies)
delivered, or caused to be delivered by the Fund to the
Transfer Agent in connection with this Agreement.
In any case in which the Indemnifying Party may be
asked to indemnify or hold the Indemnified Party harmless,
the Indemnifying Party shall be advised of all pertinent
facts concerning the situation in question. The
Indemnified Party will notify the Indemnifying Party
promptly after identifying any situation which it believes
presents or appears likely to present a claim for
indemnification against the Indemnifying Party although
the failure to do so shall not prevent recovery by the
Indemnified Party. The Indemnifying Party shall have the
option to defend the Indemnified Party against any Claim
which may be the subject of this indemnification, and, in
the event that the Indemnifying Party so elects, such
defense shall be conducted by counsel chosen by the
Indemnifying Party and satisfactory to the Indemnified
Party, and thereupon the Indemnifying Party shall take
over complete defense of the Claim and the Indemnified
Party shall sustain no further legal or other expenses in
respect of such Claim. The Indemnified Party will not
confess any Claim or make any compromise in any case in
which the Indemnifying Party will be asked to provide
indemnification, except with the Indemnifying Party's
prior written consent. The obligations of the parties
hereto under this Section shall survive the termination of
this Agreement.
14. Consequential Damages. In no event and under
no circumstances shall either party under this Agreement
be liable to the other party for indirect loss of profits,
reputation or business or any other special damages under
any provision of this Agreement or for any act or failure
to act hereunder.
15. Term and Termination.
(a) This Agreement shall be effective on the
date first written above and shall continue until
September 2, 1994, and thereafter shall automatically
continue for successive annual periods ending on the
anniversary of the date first written above, provided that
it may be terminated by either party upon written notice
given at least 60 days prior to termination.
(b) In the event a termination notice is
given by the Fund, it shall be accompanied by a resolution
of the Board of Directors, certified by the Secretary of
the Fund, designating a successor transfer agent or
transfer agents. Upon such termination and at the expense
of the Fund, the Transfer Agent will deliver to such
successor a certified list of shareholders of the Fund
(with names and addresses), and all other relevant books,
records, correspondence and other Fund records or data in
the possession of the Transfer Agent, and the Transfer
Agent will cooperate with the Fund and any successor
transfer agent or agents in the substitution process.
16. Confidentiality. Both parties hereto agree
that any non public information obtained hereunder
concerning the other party is confidential and may not be
disclosed to any other person without the consent of the
other party, except as may be required by applicable law
or at the request of the Commission or other governmental
agency. The parties further agree that a breach of this
provision would irreparably damage the other party and
accordingly agree that each of them is entitled, without
bond or other security, to an injunction or injunctions to
prevent breaches of this provision.
17. Amendment. This Agreement may only be amended
or modified by a written instrument executed by both
parties.
18. Subcontracting. The Fund agrees that the
Transfer Agent may, in its discretion, subcontract for
certain of the services described under this Agreement or
the Schedules hereto; provided that the appointment of any
such Transfer Agent shall not relieve the Transfer Agent
of its responsibilities hereunder.
19. Miscellaneous.
(a) Notices. Any notice or other instrument
authorized or required by this Agreement to be given in
writing to the Fund or the Transfer Agent, shall be
sufficiently given if addressed to that party and received
by it at its office set forth below or at such other place
as it may from time to time designate in writing.
To the Fund:
[NAME OF FUND]
000 Xxxxxxxxx Xxxxxx, 00 Xxxxx
Xxx Xxxx, XX 00000
Attention:Xxxxx X. XxXxxxxx
To the Transfer Agent:
The Shareholder Services Group
Xxx Xxxxxxxx Xxxxx
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
(b) Successors. This Agreement shall extend
to and shall be binding upon the parties hereto, and their
respective successors and assigns, provided, however, that
this Agreement shall not be assigned to any person other
than a person controlling, controlled by or under common
control with the assignor without the written consent of
the other party, which consent shall not be unreasonably
withheld.
(c) Governing Law. This Agreement shall be
governed exclusively by the laws of the State of New York
without reference to the choice of law provisions thereof.
Each party hereto hereby agrees that (i) the Supreme Court
of New York sitting in New York County shall have
exclusive jurisdiction over any and all disputes arising
hereunder; (ii) hereby consents to the personal
jurisdiction of such court over the parties hereto, hereby
waiving any defense of lack of personal jurisdiction; and
(iii) appoints the person to whom notices hereunder are to
be sent as agent for service of process.
(d) Counterparts. This Agreement may be
executed in any number of counterparts, each of which
shall be deemed to be an original; but such counterparts
shall, together, constitute only one instrument.
(e) Captions. The captions of this Agreement
are included for convenience of reference only and in no
way define or delimit any of the provisions hreof or
otherwise affect their construction or effect.
(f) Use of Transfer Agent's Name. The Fund
shall not use the name of the Transfer Agent in any
Prospectus, Statement of Additional Information,
shareholders' report, sales literature or other material
relating to the Fund in a manner not approved prior
thereto in writing; provided, that the Transfer Agent need
only receive notice of all reasonable uses of its name
which merely refer in accurate terms to its appointment
hereunder or which are required by any government agency
or applicable law or rule. Notwithstanding the foregoing,
any reference to the Transfer Agent shall include a
statement to the effect that it is a wholly owned
subsidiary of First Data Corporation.
(g) Use of Fund's Name. The Transfer Agent
shall not use the name of the Fund or material relating to
the Fund on any documents or forms for other than internal
use in a manner not approved prior thereto in writing;
provided, that the Fund need only receive notice of all
reasonable uses of its name which merely refer in accurate
terms to the appointment of the Transfer Agent or which
are required by any government agency or applicable law or
rule.
(h) Independent Contractors. The parties
agree that they are independent contractors and not
partners or co-venturers.
(i) Entire Agreement; Severability. This
Agreement and the Schedules attached hereto constitute the
entire agreement of the parties hereto relating to the
matters covered hereby and supersede any previous
agreements. If any provision is held to be illegal,
unenforceable or invalid for any reason, the remaining
provisions shall not be affected or impaired thereby.
IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be executed by their duly
authorized officers, as of the day and year first above
written.
[NAME OF FUND]
By: _______________
FIRST DATA INVESTORS SERVICES GROUP, INC.
By:__________________
A-1
Transfer Agent Fee
Schedule A
Class A shares
The Fund shall pay the Transfer Agent an annualized fee of
$11.00 per shareholder account that is open during any
monthly period. Such fee shall be billed by the Transfer
Agent monthly in arrears on a prorated basis of 1/12 of
the annualized fee for all accounts that are open during
such a month.
The Fund shall pay the Transfer Agent an additional fee of
$.125 per closed account per month applicable to those
shareholder accounts which close in a given month and
remain closed through the following month-end billing
cycle. Such fee shall be billed by the Transfer Agent
monthly in arrears.
Class B shares
The Fund shall pay the Transfer Agent an annualized fee of
$12.50 per shareholder account that is open during any
monthly period. Such fee shall be billed by the Transfer
Agent monthly in arrears on a prorated basis of 1/12 of
the annualized fee for all accounts that are open during
such a month.
The Fund shall pay the Transfer Agent an additional fee of
$.125 per closed account per month applicable to those
shareholder accounts which close in a given month and
remain closed through the following month-end billing
cycle. Such fee shall be billed by the Transfer Agent
monthly in arrears.
Class C shares
The Fund shall pay the Transfer Agent an annualized fee of
$8.50 per shareholder account that is open during any
monthly period. Such fee shall be billed by the Transfer
Agent monthly in arrears on a prorated basis of 1/12 of
the annualized fee for all accounts that are open during
such a month.
The Fund shall pay the Transfer Agent an additional fee of
$.125 per closed account per month applicable to those
shareholder accounts which close in a given month and
remain closed through the following month-end billing
cycle. Such fee shall be billed by the Transfer Agent
monthly in arrears.
A-2
Class D shares
The Fund shall pay the Transfer Agent an annualized fee of
$9.50 per shareholder account that is open during any
monthly period. Such fee shall be billed by the Transfer
Agent monthly in arrears on a prorated basis of 1/12 of
the annualized fee for all accounts that are open during
such a month.
The Fund shall pay the Transfer Agent an additional fee of
$.125 per closed account per month applicable to those
shareholder accounts which close in a given month and
remain closed through the following month-end billing
cycle. Such fee shall be billed by the Transfer Agent
monthly in arrears.
B-1
Schedule B
OUT-OF-POCKET EXPENSES
The Fund shall reimburse the Transfer Agent monthly
for applicable out-of-pocket expenses, including, but not
limited to the following items:
- Microfiche/microfilm production
- Magnetic media tapes and freight
- Printing costs, including certificates,
envelopes, checks and stationery
- Postage (bulk, pre-sort, ZIP+4, barcoding,
first class) direct pass through to the Fund
- Due diligence mailings
- Telephone and telecommunication costs,
including
all lease, maintenance and line costs
- Proxy solicitations, mailings and
tabulations
- Daily & Distribution advice mailings
- Shipping, Certified and Overnight mail and
insurance
- Year-end form production and mailings
- Terminals, communication lines, printers and
other equipment and any expenses incurred in connection
with such terminals and lines
- Duplicating services
- Courier services
- Incoming and outgoing wire charges
- Federal Reserve charges for check clearance
- Record retention, retrieval and destruction
costs, including, but not limited to exit fees charged by
third party record keeping vendors
- Third party audit reviews
- Insurance
- Such other miscellaneous expenses reasonably
incurred by the Transfer Agent in performing its duties
and responsibilities under this Agreement.
The Fund agrees that postage and mailing expenses
will be paid on the day of or prior to mailing as agreed
with the Transfer Agent. In addition, the Fund will
promptly reimburse the Transfer Agent for any other
unscheduled expenses incurred by the Transfer Agent
whenever the Fund and the Transfer Agent mutually agree
that such expenses are not otherwise properly borne by the
Transfer Agent as part of its duties and obligations under
the Agreement.
C-1
Schedule C
DUTIES OF THE TRANSFER AGENT
1. Shareholder Information. The Transfer
Agent or its agent shall maintain a record of the number
of Shares held by each holder of record which shall
include name, address, taxpayer identification and which
shall indicate whether such Shares are held in
certificates or uncertificated form.
2. Shareholder Services. The Transfer Agent or
its agent will investigate all inquiries from shareholders
of the Fund relating to Shareholder accounts and will
respond to all communications from Shareholders and others
relating to its duties hereunder and such other
correspondence as may from time to time be mutually agreed
upon between the Transfer Agent and the Fund. The
Transfer Agent shall provide the Fund with reports
concerning shareholder inquires and the responses thereto
by the Transfer Agent, in such form and at such times as
are agreed to by the Fund and the Transfer Agent.
3. Share Certificates.
(a) At the expense of the Fund, it shall
supply the Transfer Agent or its agent with an adequate
supply of blank share certificates to meet the Transfer
Agent or its agent's requirements therefor. Such Share
certificates shall be properly signed by facsimile. The
Fund agrees that, notwithstanding the death, resignation,
or removal of any officer of the Fund whose signature
appears on such certificates, the Transfer Agent or its
agent may continue to countersign certificates which bear
such signatures until otherwise directed by Written
Instructions.
(b) The Transfer Agent or its agent shall
issue replacement Share certificates in lieu of
certificates which have been lost, stolen or destroyed,
upon receipt by the Transfer Agent or its agent of
properly executed affidavits and lost certificate bonds,
in form satisfactory to the Transfer Agent or its agent,
with the Fund and the Transfer Agent or its agent as
obligees under the bond.
(c) The Transfer Agent or its agent shall
also maintain a record of each certificate issued, the
number of Shares represented thereby and the holder of
record. With respect to Shares held in open accounts or
uncertificated form, i.e., no certificate being issued
with respect thereto, the Transfer Agent or its agent
shall maintain comparable records of the record holders
thereof, including their names, addresses and taxpayer
identification. The Transfer Agent or its agent shall
further maintain a stop transfer record on lost and/or
replaced certificates.
C-2
4. Mailing Communications to Shareholders; Proxy
Materials. The Transfer Agent or its agent will address
and mail to
Shareholders of the Fund, all reports to Shareholders,
dividend and distribution notices and proxy material for
the Fund's meetings of Shareholders. In connection with
meetings of Shareholders, the Transfer Agent or its Agent
will prepare Shareholder lists, mail and certify as to the
mailing of proxy materials, process and tabulate returned
proxy cards, report on proxies voted prior to meetings,
act as inspector of election at meetings and certify
Shares voted at meetings.
5. Sales of Shares
(a) Suspension of Sale of Shares. The
Transfer Agent or its agent shall not be required to issue
any Shares of the Fund where it has received a Written
Instruction from the Fund or official notice from any
appropriate authority that the sale of the Shares of the
Fund has been suspended or discontinued. The existence of
such Written Instructions or such official notice shall be
conclusive evidence of the right of the Transfer Agent or
its agent to rely on such Written Instructions or official
notice.
(b) Returned Checks. In the event that any
check or other order for the payment of money is returned
unpaid for any reason, the Transfer Agent or its agent
will: (i) give prompt notice of such return to the Fund
or its designee; (ii) place a stop transfer order against
all Shares issued as a result of such check or order; and
(iii) take such actions as the Transfer Agent may from
time to time deem appropriate.
6. Transfer and Repurchase
(a) Requirements for Transfer or Repurchase
of Shares. The Transfer Agent or its agent shall process
all requests to transfer or redeem Shares in accordance
with the transfer or repurchase procedures set forth in
the Fund's Prospectus.
The Transfer Agent or its agent will transfer
or repurchase Shares upon receipt of Oral or Written
Instructions or otherwise pursuant to the Prospectus and
Share certificates, if any, properly endorsed for transfer
or redemption, accompanied by such documents as the
Transfer Agent or its agent reasonably may deem necessary.
The Transfer Agent or its agent reserves the
right to refuse to transfer or repurchase Shares until it
is satisfied that the endorsement on the instructions is
valid and genuine. The Transfer Agent or its agent also
reserves the right to refuse to transfer or repurchase
Shares until it is satisfied that the requested transfer
or repurchase is legally authorized, and it shall incur no
liability for the refusal, in good faith, to make
transfers or repurchases which the Transfer Agent or its
agent, in
C-3
its good judgement, deems improper or unauthorized, or
until it is reasonably satisfied that there is no basis to
any claims adverse
to such transfer or repurchase.
(b) Notice to Custodian and Fund. When
Shares are redeemed, the Transfer Agent or its agent
shall, upon receipt of the instructions and documents in
proper form, deliver to the Custodian and the Fund or its
designee a notification setting forth the number of Shares
to be repurchased. Such repurchased shares shall be
reflected on appropriate accounts maintained by the
Transfer Agent or its agent reflecting outstanding Shares
of the Fund and Shares attributed to individual accounts.
(c) Payment of Repurchase Proceeds. The
Transfer Agent or its agent shall, upon receipt of the
moneys paid to it by the Custodian for the repurchase of
Shares, pay such moneys as are received from the
Custodian, all in accordance with the procedures described
in the written instruction received by the Transfer Agent
or its agent from the Fund.
The Transfer Agent or its agent shall not
process or effect any repurchase with respect to Shares of
the Fund after receipt by the Transfer Agent or its agent
of notification of the suspension of the determination of
the net asset value of the Fund.
7. Dividends
(a) Notice to Agent and Custodian. Upon the
declaration of each dividend and each capital gains
distribution by the Board of Directors of the Fund with
respect to Shares of the Fund, the Fund shall furnish or
cause to be furnished to the Transfer Agent or its agent a
copy of a resolution of the Fund's Board of Directors
certified by the Secretary of the Fund setting forth the
date of the declaration of such dividend or distribution,
the ex-dividend date, the date of payment thereof, the
record date as of which shareholders entitled to payment
shall be determined, the amount payable per Share to the
shareholders of record as of that date, the total amount
payable to the Transfer Agent or its agent on the payment
date and whether such dividend or distribution is to be
paid in Shares of such class at net asset value.
On or before the payment date specified in
such resolution of the Board of Directors, the Custodian
of the Fund will pay to the Transfer Agent sufficient cash
to make payment to the shareholders of record as of such
payment date.
(b) Insufficient Funds for Payments. If the
Transfer Agent or its agent does not receive sufficient
cash from the Custodian to make total dividend and/or
distribution payments to all shareholders of the Fund as
of the record date, the Transfer
C-4
Agent or its agent will, upon notifying the Fund, withhold
payment to all Shareholders of record as of the record
date until sufficient cash is provided to the Transfer
Agent or its agent.
C-5
Exhibit 1
to
Schedule C
Summary of Services
The services to be performed by the Transfer Agent
or its agent shall be as follows:
A. DAILY RECORDS
Maintain daily the following information with
respect to each Shareholder account as received:
Name and Address (Zip Code)
Class of Shares
Taxpayer Identification Number
Balance of Shares held by Agent
Beneficial owner code: i.e., male,
female, joint tenant, etc.
Dividend code (reinvestment)
Number of Shares held in certificate
form
B. OTHER DAILY ACTIVITY
Answer written inquiries relating to
Shareholder accounts (matters relating
to portfolio management, distribution of
Shares and other management policy
questions will be referred to the Fund).
Process additional payments into
established Shareholder accounts in
accordance with Written Instruction from
the Agent.
Upon receipt of proper instructions and
all required documentation, process
requests for repurchase of Shares.
Identify redemption requests made with
respect to accounts in which Shares have
been purchased within an agreed-upon
period of time for determining whether
good funds have been collected with
respect to such purchase and process as
agreed by the Agent in accordance with
written instructions set forth by the
Fund.
Examine and process all transfers of
Shares, ensuring that all transfer
requirements and legal documents have
been supplied.
C-6
Issue and mail replacement checks.
Open new accounts and maintain records
of exchanges between accounts
C. DIVIDEND ACTIVITY
Calculate and process Share dividends
and distributions as instructed by the
Fund.
Compute, prepare and mail all necessary
reports to Shareholders or various
authorities as requested by the Fund.
Report to the Fund reinvestment plan
share purchases and determination of the
reinvestment price.
D. MEETINGS OF SHAREHOLDERS
Cause to be mailed proxy and related
material for all meetings of
Shareholders. Tabulate returned proxies
(proxies must be adaptable to mechanical
equipment of the Agent or its agents)
and supply daily reports when sufficient
proxies have been received.
Prepare and submit to the Fund an
Affidavit of Mailing.
At the time of the meeting, furnish a
certified list of Shareholders, hard
copy, microfilm or microfiche and, if
requested by the Fund, Inspection of
Election.
E. PERIODIC ACTIVITIES
Cause to be mailed reports, Prospectuses, and
any other enclosures requested by the Fund
(material must be adaptable to mechanical
equipment of Agent or its agents).
Receive all notices issued by the Fund with
respect to the Preferred Shares in accordance
with and pursuant to the Articles of
Incorporation and the Indenture and perform
such other specific duties as are set forth in
the Articles of Incorporation including a
giving of notice of a special meeting and
notice of redemption in the circumstances and
otherwise in accordance with all relevant
provisions of the Articles of Incorporation.
