STOCK TRANSFER AGENCY AGREEMENT between CAPITAL AND INCOME STRATEGIES FUND, INC. and THE BANK OF NEW YORK Dated as of April 12, 2004
Exhibit
13
between
CAPITAL
AND INCOME STRATEGIES FUND, INC.
and
THE
BANK OF NEW YORK
Dated
as of April 12, 2004
AGREEMENT,
made as of April 12, 2004, by and between Capital and Income Strategies Fund,
Inc., a corporation organized and existing under the laws of the State of
Maryland (hereinafter referred to as the "Customer"), and THE BANK OF NEW YORK,
a New York trust company (hereinafter referred to as the "Bank").
W
I T N E S S E T H:
That
for and in consideration of the mutual promises hereinafter set forth, the
parties hereto covenant and agree as follows:
ARTICLE
I
DEFINITIONS
Whenever
used in this Agreement, the following words and phrases shall have the following
meanings:
1. "Business
Day" shall be deemed to be each day on which the Bank is open for
business.
2. "Certificate"
shall mean any notice, instruction, or other instrument in writing, authorized
or required by this Agreement to be given to the Bank by the Customer which is
signed by any Officer, as hereinafter defined, and actually received by the
Bank.
3. "Officer"
shall be deemed to be the Customer's Chief Executive Officer, President, any
Vice President, the Secretary, the Treasurer, the Controller, any Assistant
Treasurer, and any Assistant Secretary duly authorized by the Board of Directors
of the Customer to execute any Certificate, instruction, notice or other
instrument on behalf of the Customer and named in a Certificate, as such
Certificate may be amended from time to time.
4. "Shares"
shall mean all or any part of each class of the shares of capital stock of the
Customer which from time to time are authorized and/or issued by the Customer
and identified in a Certificate of the Secretary of the Customer under corporate
seal, as such Certificate may be amended from time to time, with respect to
which the Bank is to act hereunder.
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ARTICLE
II
APPOINTMENT OF
BANK
1. The
Customer hereby constitutes and appoints the Bank as its agent to perform the
services described herein and as more particularly described in Schedule I
attached hereto (the "Services"), and the Bank hereby accepts appointment as
such agent and agrees to perform the Services in accordance with the terms
hereinafter set forth.
2. In
connection with such appointment, the Customer shall deliver the following
documents to the Bank:
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(a)
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A
certified copy of the Certificate of Incorporation or other document
evidencing the Customer's form of organization (the "Charter") and all
amendments thereto;
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(b)
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A
certified copy of the By-Laws of the
Customer;
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(c)
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A
certified copy of a resolution of the Board of Directors of the Customer
appointing the Bank to perform the Services and. authorizing the execution
and delivery of this Agreement;
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(d)
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A
Certificate signed by the Secretary of the Customer specifying: the number
of authorized Shares, the number of such authorized .Shares issued and
currently. outstanding, and the names and specimen signatures of all
persons duly authorized by the Board of Directors of the Customer to
execute any Certificate on behalf of the Customer, as such Certificate may
be amended from time to time;
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(e)
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A
Specimen Share certificate for each class of Shares in the form approved
by the Board of Directors of the Customer, together with a Certificate
signed by the Secretary of the Customer as to such approval and
covenanting to supply a new such Certificate and specimen whenever such
form shall change;
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(f)
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An
opinion of counsel for the Customer, in a form satisfactory to the Bank,
with respect to the validity of the authorized and outstanding Shares, the
obtaining of all necessary governmental consents, whether such Shares are
fully paid and non-assessable and the status of such Shares under the
Securities Act of 1933, as amended, and any other applicable law or
regulation (i.e., if subject to registration, that they have been
registered and that the Registration Statement has become effective or, if
exempt, the specific grounds
therefor);
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(g)
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A
list of the name, address, social security or taxpayer identification
number of each Shareholder, number of Shares owned, certificate numbers,
and whether any "stops" have been placed;
and
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(h)
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An
opinion of counsel for the Customer, in a form satisfactory to the Bank,
with respect to the due authorization by the Customer and the validity and
effectiveness of the use of facsimile signatures by the Bank in connection
with the countersigning and registering of Share certificates of the
Customer.
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3.
The Customer shall furnish the Bank with a sufficient supply of blank Share
certificates and from time to time will renew such supply upon request of the
Bank. Such blank Share certificates shall be properly signed, by facsimile or
otherwise, by Officers of the Customer authorized by law or by the By-Laws to
sign Share certificates, and, if required, shall bear the corporate seal or a
facsimile thereof.
ARTICLE
III
AUTHORIZATION AND ISSUANCE
OF SHARES
1.
The Customer shall deliver to the Bank the following documents on or before the
effective date of any increase, decrease or other change in the total number of
Shares authorized to be issued:
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(a)
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A
certified copy of the amendment to the Charter giving effect to such
increase, decrease or change;
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(b)
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An
opinion of counsel for the Customer, in a form satisfactory to the Bank,
with respect to the validity of the Shares, the obtaining of all necessary
governmental consents, whether such Shares are fully paid and
non-assessable and the status of such Shares under the Securities Act of
1933, as amended, and any other applicable federal law or regulations
(i.e., if subject to
registration, that they have been registered and that the Registration
Statement has become effective or, if exempt, the specific grounds
therefor); and
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(c)
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In
the case of an increase, if the appointment of the Bank was theretofore
expressly limited, a certified copy of a resolution of the Board of
Directors of the Customer increasing the authority of the
Bank.
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2.
Prior to the issuance of any additional Shares pursuant to stock dividends,
stock splits or otherwise, and prior to any reduction in the number of Shares
outstanding, the Customer shall deliver the following documents to the
Bank:
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(a)
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A
certified copy of the resolutions adopted by the Board of Directors and/or
the shareholders of the Customer authorizing such issuance of additional
Shares of the Customer or such reduction, as the case may
be;
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(b)
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A
certified copy of the order or consent of each governmental or regulatory
authority required by law as a prerequisite to the issuance or reduction
of such Shares, as the case may be, and an opinion of counsel for the
Customer that no other order or consent is required;
and
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(c)
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An
opinion of counsel for the Customer, in a form satisfactory to the Bank,
with respect to the validity of the Shares, the obtaining of all necessary
governmental consents, whether such Shares are fully paid and
non-assessable and the status of such Shares under the Securities Act of
1933, as amended, and any other applicable law or regulation (i.e., if subject to
registration, that they have been registered and that the Registration
Statement has become effective, or, if exempt, the specific grounds
therefor).
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ARTICLE
IV
RECAPITALIZATION OR CAPITAL
ADJUSTMENT
1.
In the case of any negative stock split, recapitalization or other capital
adjustment requiring a change in the form of Share certificates, the Bank will
issue Share certificates in the new form in exchange for, or upon transfer of,
outstanding Share certificates in the old form, upon receiving:
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(a)
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A
Certificate authorizing the issuance of Share certificates in the new
form;
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(b)
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A
certified copy of any amendment to the Charter with respect to the
change;
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(c)
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Specimen
Share certificates for each class of Shares in the new form approved by
the Board of Directors of the Customer, with a Certificate signed by the
Secretary of the Customer as to such
approval;
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(d)
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A
certified copy of the order or consent of each governmental or regulatory
authority required by law as a prerequisite to the issuance of the Shares
in the new form, and an opinion of counsel for the Customer that the order
or consent of no other governmental or regulatory authority is required;
and
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(e)
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An
opinion of counsel for the Customer, in a form satisfactory to the Bank,
with respect to the validity of the Shares in the new form, the obtaining
of all necessary governmental consents, whether such Shares are fully paid
and non-assessable and the status of such Shares under the Securities Act
of 1933, as amended, and any other applicable law or regulation (i.e., if subject to
registration, that the Shares have been registered and that the
Registration Statement has become effective or, if exempt, the specific
grounds therefor).
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2. The
Customer shall furnish the Bank with a sufficient supply of blank Share
certificates in the new form, and from time to time will replenish such supply
upon the request of the Bank. Such blank Share certificates shall be properly
signed, by facsimile or otherwise, by Officers of the Customer authorized by law
or by the By-Laws to sign Share certificates and, if required, shall bear the
corporate seal or a facsimile thereof.
ARTICLE
V
ISSUANCE AND TRANSFER OF
SHARES
1. The
Bank will issue Share certificates upon receipt of a Certificate from an
Officer, but shall not be required to issue Share certificates after it has
received from an appropriate federal or state authority written notification
that the sale of Shares has been suspended or discontinued, and the Bank shall
be entitled to rely upon such written notification. The Bank shall not be
responsible for the payment of any original issue or other taxes required to be
paid by the Customer in connection with the issuance of any Shares.
2. Shares
will be transferred upon presentation to the Bank of Share certificates in form
deemed by the Bank properly endorsed for transfer, accompanied by such documents
as the Bank deems necessary to evidence the authority of the person making Such
transfer, and bearing satisfactory evidence of the payment of applicable stock
transfer taxes. In the case of small estates where no administration is
contemplated, the Bank may, when furnished with an appropriate surety bond, and
without further approval of the Customer, transfer Shares registered in the name
of the decedent where the current market value of the Shares being transferred
does not exceed such amount as may from time to time be prescribed by the
various states. The Bank reserves the right to refuse to transfer Shares until
it is satisfied that the
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endorsements
on Share certificates are valid and genuine, and for that purpose it may
require, unless otherwise instructed by an Officer of the Customer, a guaranty
of signature by an "eligible guarantor institution" meeting the requirements of
the Bank, which requirements include membership or participation in STAMP or
such other "signature guarantee program" as may be determined by the Bank in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended. The Bank also reserves the right to
refuse to transfer Shares until it is satisfied that the requested transfer is
legally authorized, and it shall incur no liability for the refusal in good
faith to make transfers which the Bank, in its judgment, deems improper or
unauthorized, or until it is satisfied that there is no basis to any claims
adverse to such transfer. The Bank may, in effecting transfers of Shares, rely
upon those provisions of the Uniform Act for the Simplification of Fiduciary
Security Transfers or the Uniform Commercial Code, as the same may be amended
from time to time, applicable to the transfer of securities, and the Customer
shall indemnify the Bank for any act done or omitted by it in good faith in
reliance upon such laws.
3. All
certificates representing Shares that are subject to restrictions on transfer
(e.g., securities acquired
pursuant to an investment representation, securities held by controlling
persons, securities subject to stockholders' agreement, etc.), shall be stamped
with a legend describing the extent and conditions of the restrictions or
referring to the source of such restrictions. The Bank assumes no responsibility
with respect to the transfer of restricted securities where counsel for the
Customer advises that such transfer may be properly effected.
ARTICLE
VI
DIVIDENDS AND
DISTRIBUTIONS
1. The
Customer shall furnish to the Bank a copy of a resolution of its Board of
Directors, certified by the Secretary or any Assistant Secretary, either (i)
setting forth the date of the declaration of a dividend or distribution, the
date of accrual or payment, as the case may be, the record date as of which
shareholders entitled to payment, or accrual, as the case may be, shall be
determined, the amount per Share of such dividend or distribution, the payment
date on which all previously accrued and unpaid dividends are to be paid and the
total amount, if any, payable to the Bank on such payment date, or (ii)
authorizing the declaration of dividends and distributions, on a periodic basis
and authorizing the Bank to rely on a Certificate setting forth the information
described in subsection (i) of this paragraph.
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2. Prior
to the payment date specified in such Certificate or resolution, as the case may
be, the Customer shall, in the case of a cash dividend or distribution, pay to
the Bank an amount of cash, sufficient for the Bank to make the payment,
specified in such Certificate or resolution, to the shareholders of record as of
such payment date. The Bank will, upon receipt of any such cash, (i) in the case
of shareholders who are participants in a dividend reinvestment and/or cash
purchase plan of the Customer, reinvest such cash dividends or distributions in
accordance with the terms of such plan, and (ii) in the case of shareholders who
are not participants in any such plan, make payment of such cash dividends or
distributions to the shareholders of record as of the record date by mailing a
check, payable to the registered shareholder, to the address of record or
dividend mailing address. The Bank shall not be liable for any improper payment
made in accordance with a Certificate or resolution described in the preceding
paragraph. If the Bank shall not receive sufficient cash prior to the payment
date to make payments of any cash dividend or distribution pursuant to
subsections (i) and (ii) above to all shareholders of the Customer as of the
record date, the Bank shall, upon notifying the Customer, withhold payment to
all shareholders of the Customer as of the record date until sufficient cash is
provided to the Bank.
3. It
is understood that the Bank shall in no way be responsible for the determination
of the rate or form of dividends or distributions due to the
shareholders.
4. It
is understood that the Bank shall file such appropriate information returns
concerning the payment of dividends and distributions with the proper federal,
state and local authorities as are required by law to be filed by the Customer
but shall in no way be responsible for the collection or withholding of taxes
due on such dividends or distributions due to shareholders, except and only to
the extent required of it by applicable law.
ARTICLE
VII
CONCERNING THE
CUSTOMER
1. The
Customer shall promptly deliver to the Bank written notice of any change in the
Officers authorized to sign Share certificates, Certificates, notifications or
requests, together with a specimen signature of each new Officer. In the event
any Officer who shall have signed manually or whose facsimile signature shall
have been affixed to blank Share certificates shall die, resign or be removed
prior to issuance of such Share certificates, the Bank may issue such Share
certificates as the Share certificates of the Customer notwithstanding such
death,
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resignation
or removal, and the Customer shall promptly deliver to the Bank such approvals,
adoptions or ratifications as may be required by law.
2. Each
copy of the Charter of the Customer and copies of all amendments thereto shall
be certified by the Secretary of State (or other appropriate official) of the
state of incorporation, and if such Charter and/or amendments are required by
law also to be filed with a county or other officer or official body, a
certificate of such filing shall be filed with a certified copy submitted to the
Bank. Each copy of the By-Laws and copies of all amendments thereto, and copies
of resolutions of the Board of Directors of the Customer, shall be certified by
the Secretary or an Assistant Secretary of the Customer under the corporate
seal.
3. Customer
hereby represents and warrants:
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(a)
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It
is a corporation duly organized and validly existing under the laws of the
state of Maryland.
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(b)
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This
Agreement has been duly authorized, executed and delivered on its behalf
and constitutes the legal, valid and binding obligation of Customer. The
execution, delivery and performance of this Agreement by Customer do not
and will not violate any applicable law or regulation and do not require
the consent of any governmental or other regulatory body except for such
consents and approvals as have been obtained and are in full force and
effect.
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ARTICLE
VIII
CONCERNING THE
BANK
1. The
Bank shall not be liable and shall be fully protected in acting upon any oral
instruction, writing or document reasonably believed by it to be genuine and to
have been given, signed or made by the proper person or persons and shall not be
held to have any notice of any change of authority of any person until receipt
of written notice thereof from an Officer of the Customer. It shall also be
protected in processing Share certificates which it reasonably believes to bear
the proper manual or facsimile signatures of the duly authorized Officer or
Officers of the Customer and the proper countersignature of the
Bank.
2. The
Bank may establish such additional procedures, rules and regulations governing
the transfer or registration of Share certificates as it may deem advisable and
consistent with such rules and regulations generally adopted by bank transfer
agents.
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3. The
Bank may keep such records as it deems advisable but not inconsistent with
resolutions adopted by the Board of Directors of the Customer. The Bank may
deliver to the Customer from time to time at its discretion, for safekeeping or
disposition by the Customer in accordance with law, such records, papers, Share
certificates which have been cancelled in transfer or exchange and other
documents accumulated in the execution of its duties hereunder as the Bank may
deem expedient, other than those which the Bank is itself required to maintain
pursuant to applicable laws and regulations, and the Customer shall assume all
responsibility for any failure thereafter to produce any record, paper,
cancelled Share certificate or other document so returned, if and when required.
The records maintained by the Bank pursuant to this paragraph which have not
been previously delivered to the Customer pursuant to the foregoing provisions
of this paragraph shall be considered to be the property of the Customer, shall
be made available upon request for inspection by the Officers, employees and
auditors of the Customer, and shall be delivered to the Customer upon request
and in any event upon the date of termination of this Agreement, as specified in
Article IX of this Agreement, in the form and manner kept, by the Bank on such
date of termination or such earlier date as may be requested by the
Customer.
4. The
Bank may employ agents or attorneys-in-fact at the expense of the Customer, and
shall not be liable for any loss or expense arising out of, or in connection
with, the actions or omissions to act of its agents or attorneys-in-fact, so
long as the Bank acts in good faith and without negligence or willful misconduct
in connection with the selection of such agents or
attorneys-in-fact.
5. The
Bank shall only be liable for any loss or damage arising out of its own
negligence or willful misconduct; provided, however, that the Bank shall not be
liable for any indirect, special, punitive or consequential
damages.
6. The
Customer shall indemnify and hold harmless the Bank from and against any and all
claims (whether with or without basis in fact or law), costs, demands, expenses
and liabilities, including reasonable attorney's fees, which the Bank may
sustain or incur or which may be asserted against the Bank except for any
liability which the Bank has assumed pursuant to the immediately preceding
section. The Bank shall be deemed not to have acted with negligence and not to
have engaged in willful misconduct by reason of or as a result of any action
taken or omitted to be taken by the Bank without its own negligence or willful
misconduct in reliance upon (i) any provision of this Agreement, (ii) any
instrument, order or Share certificate reasonably
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believed
by it to be genuine and to be signed, countersigned or executed by any duly
authorized Officer of the Customer, (iii) any Certificate or other instructions
of an Officer, (iv) any opinion of legal counsel for the Customer or the Bank,
or (v) any law, act, regulation or any interpretation of the same even though
such law, act, or regulation may thereafter have been altered, changed, amended
or repealed. Nothing contained herein shall limit or in any way impair the right
of the Bank to indemnification under any other provision of this
Agreement.
7. Specifically,
but not by way of limitation, the Customer shall indemnify and hold harmless the
Bank from and against any and all claims (whether with or without basis in fact
or law), costs, demands, expenses and liabilities, including reasonable
attorney's fees, of any and every nature which the Bank may sustain or incur or
which may be asserted against the Bank in connection with the genuineness of a
Share certificate, the Bank's due authorization by the Customer to issue Shares
and the form and amount of authorized Shares.
8. The
Bank shall not incur any liability hereunder if by reason of any act of God or
war or other circumstances beyond its control, it, or its employees, officers or
directors shall be prevented, delayed or forbidden from, or be subject to any
civil or criminal penalty on account of, doing or performing any act or thing
which by the terms of this Agreement it is provided shall be done or performed
or by reason of any nonperformance or delay, caused as aforesaid, in the
performance of any act or thing which by the terms of this Agreement it is
provided shall or may be done or performed.
9. At
any time the Bank may apply to an Officer of the Customer for written
instructions with respect to any matter arising in connection with the. Bank's
duties and obligations under this Agreement, and the Bank shall not be liable
for any action taken or omitted to be taken by the Bank in good faith in
accordance with such instructions. Such application by the Bank for instructions
from an Officer of the Customer may, at the option of the Bank, set forth in
writing any action proposed to be taken or omitted to be taken by the Bank with
respect to its duties or obligations under this Agreement and the date on and/or
after which such action shall be taken, and the Bank shall not be liable for any
action taken or omitted to be taken in accordance with a proposal included in
any such application on or after the date specified therein unless, prior to
taking or omitting to take any such action, the Bank has received written
instructions in response to such application specifying the action to be taken
or omitted. The Bank may consult counsel to the Customer or its own counsel, at
the expense of the Customer, and shall be fully
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protected
with respect to anything done or omitted by it in good faith in accordance with
the advice or opinion of such counsel.
10. When
mail is used for delivery of non-negotiable Share certificates, the value of
which does not exceed the limits of the Bank's Blanket Bond, the Bank shall send
such non-negotiable Share certificates by first class mail, and such deliveries
will be covered while in transit by the Bank's Blanket Bond. Non-negotiable
Share certificates, the value of which exceed the limits of the Bank's Blanket
Bond, will be sent by insured registered mail. Negotiable Share certificates
will be sent by insured registered mail. The Bank shall advise the Customer of
any Share certificates returned as undeliverable after being mailed as herein
provided for.
11. The
Bank may issue new Share certificates in place of Share certificates represented
to have been lost, stolen or destroyed upon receiving instructions in writing
from an Officer and indemnity satisfactory to the Bank. Such instructions from
the Customer shall be in such form as approved by the Board of Directors of the
Customer in accordance with applicable law or the By-Laws of the Customer
governing such matters. If the Bank receives written notification from the owner
of the lost, stolen or destroyed Share certificate within a reasonable time
after he has notice of it, the Bank shall promptly notify the Customer and shall
act pursuant to written instructions signed by an Officer. If the Customer
receives such written notification from the owner of the lost, stolen or
destroyed Share certificate within a reasonable time after he has notice of it,
the Customer shall promptly notify the Bank and the Bank shall act pursuant to
written instructions signed by an Officer. The Bank shall not be liable for any
act done or omitted by it pursuant to the written instructions described herein.
The Bank may issue new Share certificates in exchange for, and upon surrender
of, mutilated Share certificates.
12. The
Bank will issue and mail subscription warrants for Shares, Shares representing
stock dividends, exchanges or splits, or act as conversion agent upon receiving
written instructions from an Officer and such other documents as the Bank may
deem necessary.
13. The
Bank will supply shareholder lists to the Customer from time to time upon
receiving a request therefor from an Officer of the Customer.
14. In
case of any requests or demands for the inspection of the shareholder records of
the Customer, the Bank will notify the Customer and endeavor to secure
instructions from an Officer as to such inspection. The Bank reserves the right,
however, to
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exhibit
the shareholder records to any person whenever it is advised by its counsel that
there is a reasonable likelihood that the Bank will be held liable for the
failure to exhibit the shareholder records to such person.
15. At
the request of an Officer, the Bank will address and mail such appropriate
notices to shareholders as the Customer may direct.
16. Notwithstanding
any provisions of this Agreement to the contrary, the Bank shall be under no
duty or obligation to inquire into, and shall not be liable for:
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(a)
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The
legality of the issue, sale or transfer of any. Shares, the sufficiency of
the amount to be received in connection therewith, or the authority of the
Customer to request such issuance, sale or
transfer;
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(b)
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The
legality of the purchase of any Shares, the sufficiency of the amount to
be paid in connection therewith, or the authority of the Customer to
request such purchase;
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(c)
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The
legality of the declaration of any dividend by the Customer, or the
legality of the issue of any Shares in payment of any stock dividend;
or
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(d)
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The
legality of any recapitalization or readjustment of the
Shares.
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17. The
Bank shall be entitled to receive and the Customer hereby agrees to pay to the
Bank for its performance hereunder (i) out-of-pocket expenses (including legal
expenses and attorney's fees) incurred in connection with this Agreement and its
performance hereunder, and (ii) the compensation for services as set forth in
Schedule I.
18. The
Bank shall not be responsible for any money, whether or not represented by any
check, draft or other instrument for the payment of money, received by it on
behalf of the Customer, until the Bank actually receives and collects such
funds.
19. The
Bank shall have no duties or responsibilities whatsoever except such duties and
responsibilities as are specifically set forth in this Agreement, and no
covenant or obligation shall be implied against the Bank in connection with this
Agreement.
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ARTICLE
IX
TERMINATION
Either
of the parties hereto may terminate this Agreement by giving to the other party
a notice in writing specifying the date of such termination, which shall be not
less than 60 days after the date of receipt of such notice. In the event such
notice is given by the Customer, it shall be accompanied by a copy of a
resolution of the Board of Directors of the Customer, certified by its
Secretary, electing to terminate this Agreement and designating a successor
transfer agent or transfer agents. In the event such notice is given by the
Bank, the Customer shall, on or before the termination date, deliver to the Bank
a copy of a resolution of its Board of Directors certified by its Secretary
designating a successor transfer agent or transfer agents. In the absence of
such designation by the Customer, the Bank may designate a successor transfer
agent. If the Customer fails to designate a successor transfer agent and if the
Bank is unable to find a successor transfer agent, the Customer shall, upon the
date specified in the notice of termination of this Agreement and delivery of
the records maintained hereunder, be deemed to be its own transfer agent and the
Bank shall thereafter be relieved of all duties and responsibilities hereunder.
Upon termination hereof, the Customer shall pay to the Bank such compensation as
may be due to the Bank as of the date of such termination, and shall reimburse
the Bank for any disbursements and expenses made or incurred by the Bank and
payable or reimbursable hereunder.
ARTICLE
X
MISCELLANEOUS
1. The
indemnities contained herein shall be continuing obligations of the Customer,
its successors and assigns, notwithstanding the termination of this
Agreement.
2. Any
notice or other instrument in writing, authorized or required by this Agreement
to be given to the Customer shall be sufficiently given if addressed to the
Customer and mailed or delivered to it at 000 Xxxxxxxx Xxxx Xxxx, Xxxxxxxxxx,
Xxx Xxxxxx 00000, or at such other place as the Customer may from time to time
designate in writing.
3. Any
notice or other instrument in writing, authorized or required by this Agreement
to be given to the Bank shall be sufficiently given if addressed to the Bank and
mailed or delivered to it at its office at 100 Xxxxxxx Xxxxxx (00X), Xxx Xxxx,
Xxx Xxxx 00000 xr at such other place as the Bank may from time to time
designate in writing.
4. This
Agreement may not be amended or modified in any manner except by a written
agreement duly authorized and executed
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by
both parties. Any duly authorized Officer may amend any Certificate naming
Officers authorized to execute and deliver Certificates, instructions, notices
or other instruments, and the Secretary or any Assistant Secretary may amend any
Certificate listing the shares of capital stock of the Customer for which the
Bank performs Services hereunder.
5. 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 assignable by either party without the prior written consent of the other
party, and provided, further, that any reorganization, merger, consolidation, or
sale of assets, by the Bank shall not be deemed to constitute an assignment of
this Agreement.
6. This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York. The parties agree that, all actions and proceedings arising
out of this Agreement or any of the transactions contemplated hereby, shall be
brought in the United States District Court for the Southern District of New
York or in a New York State Court in the County of New York and that, in
connection with any such action or proceeding, submit to the jurisdiction of,
and venue in, such court. Each of the parties hereto also irrevocably waives all
right to trial by jury in any action, proceeding or counterclaim arising out of
this Agreement or the transactions contemplated hereby.
7. This
Agreement may be executed in any number of counterparts each of which shall be
deemed to be an original; but such counterparts, together, shall constitute only
one instrument.
8. The
provisions of this Agreement are intended to benefit only the Bank and the
Customer, and no rights shall be granted to any other person by virtue of this
Agreement.
|
-15-
|
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their respective corporate officers, thereunto duly authorized and their
respective corporate seals to be hereunto affixed, as of the day and year first
above written.
|
Attest:
|
CAPITAL
AND INCOME STRATEGIES FUND, INC.
|
||||
|
/s/
Xxxxxxx X. Xxxxxxxxx
|
|
By:
|
/s/
Xxxxxx X. Xxxxx
|
|
|
|
Name:
Xxxxxxx X. Xxxxxxxxx
|
Name:
|
Xxxxxx
X. Xxxxx
|
|||
|
Title: Secretary
|
Title:
|
Vice
President
|
|||
|
Attest:
|
THE
BANK OF NEW YORK
|
||||
|
By:
|
/s/ Xxxxxxxxxx X.Xxxx |
|
|||
|
Name:
|
Xxxxxxxxxx
X. Xxxx
|
||||
|
Title:
|
Assistant
Treasurer
|
||||
