Standard Services. 2.01 In accordance with the procedures established from time to time by agreement between the Company and AST, AST shall provide the following services: (a) Create and maintain shareholder accounts for all Shares; (b) Provide online access capability for the Company's personnel, including "read-only" access to individual shareholder files; (c) Review transfer documents and certificates for acceptability; (d) Complete transfer debit and credit transactions; (e) Provide for the original issuance of shares as directed by the Company; (f) Maintain Treasury accounts in book entry; (g) Furnish clear, simple, and detailed instructions to shareholders throughout the transfer process, as well as clear and concise written explanations of rejected transfers; (h) Post transfers to the record system daily; (i) Prepare a list of shareholders entitled to vote at the annual or any special meeting as requested by the Company; (j) As required by the Company, mail all proxy materials to shareholders of record as of the proxy record date or provide a list of the names (and other relevant information) of such shareholders of record to a designated third party for purposes of such mailing (it being understood, however, that production of such external files shall be billable as an expense at AST's standard rates for the production of external tapes); (k) Tabulate returned proxy cards unless the Company selects a third-party proxy tabulator; (l) Provide the company with access to shareholder voting records via online access or by written report, prior to each Fund's annual or special meeting; (m) Provide appropriate responses to electronic, telephonic and written inquiries from each Fund's shareholders; (n) Provide an 800 toll-free number and toll number in conjunction with an interactive telephone system capable of providing information and handling shareholder requests without talking to a representative; (o) Prepare and submit appropriate tax and other reports required by State and Federal agencies, principal stock exchanges, and shareholders, as requested by the Company; (p) Issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed, unless AST has received notice that such certificates were acquired by a bona fide purchaser. AST shall be entitled to demand an open penalty surety bond satisfactory to AST holding AST, the Funds and the Company harmless. AST shall be entitled to demand payment of the premium and processing fee for such open penalty surety bond from the shareholder. AST, at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof without such indemnity; AST to perform required filing of regulatory (SIC and SEC) reports related to the recording, maintenance, and reporting of lost certificates. (q) Compute monthly or quarterly dividend payment, as the case may be, for each account as of the record date, balanced to the official share position; (r) Prepare and transmit payments for dividends and other distributions, including annual capital gains distributions and any other special distributions, requested by the Company and declared by each Fund, provided good funds for said dividends or distributions are received by AST on the morning of the payable date for said dividends or distributions; (s) Code lost accounts to suppress printing and mailing of checks in accordance with applicable policies and guidelines; (t) Replace lost or stolen dividend checks at a shareholder's request; and (u) Withhold taxes on dividends and other distributions at the appropriate rate when applicable. (v) Prepare and deliver, not less frequently than on a calendar quarter basis, compliance reports to the Company containing volumes and service standards related to activities AST is performing. Reports shall be delivered in a format mutually agreed to between the Company and AST and provide the Company with the necessary data to meet its required oversight of service providers' responsibilities. 2.02 The Company shall have the obligation to discharge all applicable escheat and notification obligations. Notwithstanding the foregoing, upon request, AST will assist the Company in discharging these obligations. AST should be responsible for all escheatment activities and abandoned property filings. 2.03 AST may, at its election, outsource any of the services to be provided hereunder, but shall retain ultimate responsibility for any of the services so provided. AST will notify the Company when a significant service(s) is outsourced. 2.04 AST may provide further services to, or on behalf of, the Company as may be agreed upon between the Company and AST. 2.05 AST represents and warrants that it is in, and will continue to be in, substantial compliance with all laws and regulations applicable to the services to be performed hereunder, including without limitation Section 17 of the Securities Exchange Act of 1934 Act (the "1934 Act") and rules thereunder ("Applicable Law"). AST represents and warrants that it is registered as a transfer agent with the Securities and Exchange Commission pursuant to Section 17 of the 1934 Act and hereby undertakes to maintain its registration so long as it provides services hereunder. In addition, AST shall provide to the Company, at the time of appointment and annually thereafter, a report on the accounting controls of AST under Rule 17Ad-13 under the 1934 Act as well such certifications of compliance as may be reasonably requested by the Company or the Funds from time to time.
Appears in 2 contracts
Samples: Sub Transfer Agency and Registrar Services Agreement (Pioneer Diversified High Income Trust), Sub Transfer Agency and Registrar Services Agreement (Pioneer Diversified High Income Trust)
Standard Services. 2.01 In accordance with the procedures established from time to time by agreement between the Company and AST, AST shall provide the following services:
(a) Create and maintain shareholder accounts for all Shares;
(b) Provide online access capability for the Company's ’s personnel, including "“read-only" ” access to individual shareholder files;
(c) Review transfer documents and certificates for acceptability;
(d) Complete transfer debit and credit transactions;
(e) Provide for the original issuance of shares as directed by the CompanyCompany ;
(f) Maintain Treasury accounts in book entry;
(g) Furnish clear, simple, and detailed instructions to shareholders throughout the transfer process, as well as clear and concise written explanations of rejected transfers;
(h) Post transfers to the record system daily;
(i) Prepare a list of shareholders entitled to vote at the annual or any special meeting as requested by the Company;
(j) As required by the Companycompany, mail all proxy materials to shareholders of record as of the proxy record date or provide a list of the names (and other relevant information) of such shareholders of record to a designated third party for purposes of such mailing (it being understood, however, that production of such external files shall be billable as an expense at AST's ’s standard rates for the production of external tapes);
(k) Tabulate returned proxy cards unless the Company selects a third-party proxy tabulatorcards, telephonic votes and internet votes;
(l) Provide the company with access to shareholder voting records via online access or by written report, prior to each Fund's the Company’s annual or special meeting;
(m) Provide appropriate responses to electronic, telephonic and written inquiries from each Fund's the Company’s shareholders;
(n) Provide an 800 toll-free number and toll number in conjunction with an interactive telephone system capable of providing information and handling shareholder requests without talking to a representative;
(o) Prepare and submit appropriate tax and other reports required by State and Federal agencies, principal stock exchanges, and shareholders, as requested by the Company;
(p) Issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed, unless AST has received notice that such certificates were acquired by a bona fide purchaser. AST shall be entitled to demand an open penalty surety bond satisfactory to AST holding AST, the Funds AST and the Company harmless. AST shall be entitled to demand payment of the premium and processing fee for such open penalty surety bond from the shareholder. AST, at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof without such indemnity; AST to perform required filing of regulatory (SIC and SEC) reports related to the recording, maintenance, and reporting of lost certificates.;
(q) Compute monthly or quarterly dividend payment, as the case may be, payment for each account as of the record date, balanced to the official share position;
(r) Prepare and transmit payments for dividends and other distributions, including annual capital gains distributions and any other special distributions, requested declared by the Company and declared by each FundCompany, provided good funds for said dividends or distributions are received by AST on prior to the morning of the payable scheduled mailing date for said dividends or distributions;
(s) Code lost accounts to suppress printing and mailing of checks in accordance with applicable policies and guidelines;
(t) Replace lost or stolen dividend checks at a shareholder's ’s request; and
(u) Withhold taxes on dividends and other distributions at the appropriate rate when applicable.
(v) Prepare and deliver, not less frequently than on a calendar quarter basis, compliance reports to the Company containing volumes and service standards related to activities AST is performing. Reports shall be delivered in a format mutually agreed to between the Company and AST and provide the Company with the necessary data to meet its required oversight of service providers' responsibilities.
2.02 The Company shall have the obligation to discharge all applicable escheat and notification obligations. Notwithstanding the foregoing, upon request, AST will assist the Company in discharging these obligations. AST should be responsible for all escheatment activities and abandoned property filings.
2.03 AST may, at its election, outsource any of the services to be provided hereunder, but shall retain ultimate responsibility for any of the services so provided. AST will notify the Company when a significant service(s) is outsourced.
2.04 AST may provide further services to, or on behalf of, the Company as may be agreed upon between the Company and AST.
2.05 AST represents and warrants that it is in, and will continue to be in, substantial compliance with all laws and regulations applicable to the services to be performed hereunder, including without limitation Section 17 of the Securities Exchange Act of 1934 Act (the "1934 Act") and rules thereunder ("Applicable Law"). AST represents and warrants that it is registered as a transfer agent with the Securities and Exchange Commission pursuant to Section 17 of the 1934 Act and hereby undertakes to maintain its registration so long as it provides services hereunder. In addition, AST shall provide to the Company, at the time of appointment and annually thereafter, a report on the accounting controls of AST under Rule 17Ad-13 under the 1934 Act as well such certifications of compliance as may be reasonably requested by the Company or the Funds from time to time.
Appears in 1 contract
Samples: Transfer Agency and Registrar Services Agreement (New America High Income Fund Inc)
Standard Services. 2.01 In accordance with the procedures established from time to time by agreement between the Company and AST, AST shall provide the following services:
(a) Create and maintain shareholder accounts for all Shares;
(b) Provide online access capability for the Company's ’s personnel, including "“read-only" ” access to individual shareholder files;
(c) Review transfer documents and certificates for acceptability;
(d) Complete transfer debit and credit transactions;
(e) Provide for the original issuance of shares as directed by the CompanyCompany ;
(f) Maintain Treasury accounts in book entry;
(g) Furnish clear, simple, and detailed instructions to shareholders throughout the transfer process, as well as clear and concise written explanations of rejected transfers;
(h) Post transfers to the record system daily;
(i) Prepare a list of shareholders entitled to vote at the annual or any special meeting as requested by the Company;
(j) As required by the Companycompany, mail all proxy materials to shareholders of record as of the proxy record date or provide a list of the names (and other relevant information) of such shareholders of record to a designated third party for purposes of such mailing (it being understood, however, that production of such external files shall be billable as an expense at AST's ’s standard rates for the production of external tapes);
(k) Tabulate returned proxy cards unless the Company selects a third-party proxy tabulatorcards;
(l) Provide the company with access to shareholder voting records via online access or by written report, prior to each Fund's the Company’s annual or special meeting;
(m) Provide appropriate responses to electronic, telephonic and written inquiries from each Fund's the Company’s shareholders;
(n) Provide an 800 toll-free number and toll number in conjunction with an interactive telephone system capable of providing information and handling shareholder requests without talking to a representative;
(o) Prepare and submit appropriate tax and other reports required by State and Federal agencies, principal stock exchanges, and shareholders, as requested by the Company;
(p) Issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed, unless AST has received notice that such certificates were acquired by a bona fide purchaser. AST shall be entitled to demand an open penalty surety bond satisfactory to AST holding AST, the Funds AST and the Company harmless. AST shall be entitled to demand payment of the premium and processing fee for such open penalty surety bond from the shareholder. AST, at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof without such indemnity; AST to perform required filing of regulatory (SIC and SEC) reports related to the recording, maintenance, and reporting of lost certificates.;
(q) Compute monthly or quarterly dividend payment, as the case may be, payment for each account as of the record date, balanced to the official share position;
(r) Prepare and transmit payments for dividends and other distributions, including annual capital gains distributions and any other special distributions, requested declared by the Company and declared by each FundCompany, provided good funds for said dividends or distributions are received by AST on prior to the morning of the payable scheduled mailing date for said dividends or distributions;
(s) Code lost accounts to suppress printing and mailing of checks in accordance with applicable policies and guidelines;
(t) Replace lost or stolen dividend checks at a shareholder's ’s request; and;
(u) Withhold taxes on dividends and other distributions at the appropriate rate when applicable.; and
(v) Prepare and deliver, not less frequently than on a calendar quarter basis, compliance reports to Administer the Company containing volumes and service standards related to activities AST is performing. Reports shall be delivered in a format mutually agreed to between the Company and AST and provide the Company with the necessary data to meet its required oversight of service providers' responsibilitiesCompany’s Dividend Reinvestment Plan.
2.02 The Company shall have the obligation to discharge all applicable escheat and notification obligations. Notwithstanding the foregoing, upon request, AST will assist the Company in discharging these obligations. AST should be responsible for all escheatment activities and abandoned property filings.
2.03 AST may, at its election, outsource any of the services to be provided hereunder, but shall retain ultimate responsibility for any of the services so provided. AST will notify the Company when a significant service(s) is outsourced.
2.04 AST may provide further services to, or on behalf of, the Company as may be agreed upon between the Company and AST.
2.05 AST represents and warrants that it is in, and will continue to be in, substantial compliance with all laws and regulations applicable to the services to be performed hereunder, including without limitation Section 17 of the Securities Exchange Act of 1934 Act (the "1934 Act") and rules thereunder ("Applicable Law"). AST represents and warrants that it is registered as a transfer agent with the Securities and Exchange Commission pursuant to Section 17 of the 1934 Act and hereby undertakes to maintain its registration so long as it provides services hereunder. In addition, AST shall provide to the Company, at the time of appointment and annually thereafter, a report on the accounting controls of AST under Rule 17Ad-13 under the 1934 Act as well such certifications of compliance as may be reasonably requested by the Company or the Funds from time to time.
Appears in 1 contract
Samples: Transfer Agency and Registrar Services Agreement (Seligman Premium Technology Growth Fund, Inc.)
Standard Services. 2.01 In accordance with the procedures established from time to time by agreement between the Company Issuer and AST, AST shall provide the following services:
(a) Create and maintain shareholder securityholder accounts for all SharesSecurities;
(b) Provide online access capability for the CompanyIssuer's personnel, including "read-only" access to individual shareholder securityholder files;
(c) Review transfer documents and certificates for acceptability;
(d) Complete transfer debit and credit transactions;
(e) Provide for the original issuance of shares securities as directed by the CompanyIssuer ;
(f) Maintain Treasury accounts in book entry;
(g) Furnish clear, simple, and detailed instructions to shareholders securityholders throughout the transfer process, as well as clear and concise written explanations of rejected transfers;
(h) Post transfers to the record system daily;
(i) Prepare a list of shareholders securityholders entitled to vote at the annual or any special meeting as requested by the CompanyIssuer;
(j) As required by the CompanyIssuer, mail all proxy materials to shareholders securityholders of record as of the proxy record date or provide a list of the names (and other relevant information) of such shareholders securityholders of record to a designated third party for purposes of such mailing (it being understood, however, that production of such external files shall be billable as an expense at AST's standard rates for the production of external tapes);
(k) Tabulate returned proxy cards unless the Company selects a third-party proxy tabulatorcards;
(l) Provide the company Issuer with access to shareholder securityholder voting records via online access or by written report, prior to each Fundthe Issuer's annual or special meeting;
(m) Provide appropriate responses to electronic, telephonic and written inquiries from each Fundthe Issuer's shareholderssecurityholders;
(n) Provide an 800 toll-free number and toll number in conjunction with an interactive telephone system capable of providing information and handling shareholder securityholder requests without talking to a representative;
(o) Prepare and submit appropriate tax and other reports required by State and Federal agencies, principal stock exchanges, and shareholderssecurityholders, as requested by the CompanyIssuer;
(p) Issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed, unless AST has received notice that such certificates were acquired by a bona fide purchaser. AST shall be entitled to demand an open penalty surety bond satisfactory to AST holding AST, the Funds AST and the Company Issuer harmless. AST shall be entitled to demand payment of the premium and processing fee for such open penalty surety bond from the shareholdersecurityholder. AST, at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof without such indemnity; AST to perform required filing of regulatory (SIC and SEC) reports related to the recording, maintenance, and reporting of lost certificates.;
(q) Compute monthly or quarterly dividend payment, as the case may be, payment for each account as of the record date, balanced to the official share position;
(r) Prepare and transmit payments for dividends and other distributions, including annual capital gains distributions and any other special distributions, requested declared by the Company and declared by each FundIssuer, provided good funds for said dividends or distributions are received by AST on prior to the morning of the payable scheduled mailing date for said dividends or distributions;
(s) Code lost accounts to suppress printing and mailing of checks in accordance with applicable policies and guidelines;
(t) Replace lost or stolen dividend checks at a shareholdersecurityholder's request; and
(u) Withhold taxes on dividends and other distributions at the appropriate rate when applicable.
(v) Prepare and deliver, not less frequently than on a calendar quarter basis, compliance reports to the Company containing volumes and service standards related to activities AST is performing. Reports shall be delivered in a format mutually agreed to between the Company and AST and provide the Company with the necessary data to meet its required oversight of service providers' responsibilities.
2.02 The Company Issuer shall have the obligation to discharge all applicable escheat and notification obligations. Notwithstanding the foregoing, upon request, AST will assist the Company Issuer in discharging these obligations. AST should be responsible for all escheatment activities and abandoned property filings.
2.03 AST may, at its election, outsource any of the services to be provided hereunder, but shall retain ultimate responsibility for any of the services so provided. AST will notify the Company when a significant service(s) is outsourced.
2.04 AST may provide further services to, or on behalf of, the Company Issuer as may be agreed upon between the Company Issuer and AST.
2.05 AST represents and warrants that it is in, and will continue to be in, substantial compliance with all laws and regulations applicable to the services to be performed hereunder, including without limitation Section 17 of the Securities Exchange Act of 1934 Act (the "1934 Act") and rules thereunder ("Applicable Law"). AST represents and warrants that it is registered as a transfer agent with the Securities and Exchange Commission pursuant to Section 17 of the 1934 Act and hereby undertakes to maintain its registration so long as it provides services hereunder. In addition, AST shall provide to the Company, at the time of appointment and annually thereafter, a report on the accounting controls of AST under Rule 17Ad-13 under the 1934 Act as well such certifications of compliance as may be reasonably requested by the Company or the Funds from time to time.
Appears in 1 contract
Samples: Transfer Agency and Registrar Services Agreement (Cornerstone Progressive Return Fund)
Standard Services. 2.01 In accordance with the procedures established from time to time by agreement between the Company and AST, AST shall provide the following services:
(a) Create and maintain shareholder accounts for all Shares;
(b) Provide online access capability for the Company's ’s personnel, including "“read-only" ” access to individual shareholder files;
(c) Review transfer documents and certificates for acceptability;
(d) Complete transfer debit and credit transactions;
(e) Provide for the original issuance of shares Shares as directed by the Company;
(f) Maintain Treasury the Company’s treasury accounts in book entry;
(g) Furnish clear, simple, and detailed instructions to shareholders throughout the transfer process, as well as clear and concise written explanations of rejected transfers;
(h) Post transfers to the record system daily;
(i) Prepare a list of shareholders entitled to vote at the annual or any special meeting as requested by the Company;
(j) As required by the Company, ; mail all proxy materials to shareholders of record as of the proxy record date or provide a list of the names (and other relevant information) of such shareholders of record to a designated third party for purposes of such mailing (it being understood, however, that production of such external files shall be billable as an expense at AST's ’s standard rates for the production of external tapes);
(k) Tabulate ; tabulate returned proxy cards unless cards; and provide the Company selects a third-party proxy tabulator;
(l) Provide the company with access to shareholder voting records via online access or by written report, prior to each Fund's the Company’s annual or special meeting;
(mj) Provide appropriate responses to electronic, telephonic and written inquiries from each Fund's the Company’s shareholders;
(nk) Provide an 800 toll-free number and toll number in conjunction with an interactive telephone system capable of providing information and handling shareholder requests without talking to a representative;
(ol) Prepare and submit appropriate tax and other reports required by provincial, State and Federal agencies, principal stock exchanges, and shareholders, as requested by the Company;
(pm) Issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed, unless AST has received notice that such certificates were acquired by a bona fide purchaser. AST shall be entitled to demand an open penalty surety bond satisfactory to AST holding AST, the Funds AST and the Company harmless. AST shall be entitled to demand payment of the premium and processing fee for such open penalty surety bond from the shareholder. AST, at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof without such indemnity; AST to perform required filing of regulatory (SIC and SEC) reports related to the recording, maintenance, and reporting of lost certificates.;
(qn) Compute monthly or quarterly dividend payment, as the case may be, payment for each account as of the record date, balanced to the official share position;
(ro) Prepare and transmit payments for dividends and other distributions, including annual capital gains distributions and any other special distributions, requested declared by the Company and declared by each FundCompany, provided good funds for said dividends or distributions are received by AST on prior to the morning of the payable scheduled mailing date for said dividends or distributions;
(sp) Code lost accounts to suppress printing and mailing of checks in accordance with applicable policies and guidelines;
(tq) Replace lost or stolen dividend checks at a shareholder's ’s request; and;
(ur) Withhold taxes on dividends and other distributions at the appropriate rate when applicable.; and
(vs) Prepare and deliver, not less frequently than on a calendar quarter basis, compliance reports to Administer the Company containing volumes and service standards related to activities AST is performing. Reports shall be delivered in a format mutually agreed to between the Company and AST and provide the Company with the necessary data to meet its required oversight of service providers' responsibilitiesCompany’s dividend reinvestment plan and/or direct stock purchase plan (i.e. AST’s Investors Choice Plan).
2.02 The Company shall have the obligation to discharge all applicable escheat and notification obligations. Notwithstanding the foregoing, upon request, AST will assist the Company in discharging these obligations. AST should be responsible for all escheatment activities and abandoned property filings.
2.03 AST may, at its election, outsource any of the services to be provided hereunder, but shall retain ultimate responsibility for any of the services so provided. AST will notify the Company when a significant service(s) is outsourced.
2.04 AST may provide further services to, or on behalf of, the Company as may be agreed upon between the Company and AST.
2.05 . Should AST represents and warrants that it is inso elect, and will continue AST shall be entitled to be in, substantial compliance with all laws and regulations applicable to the provide services to be performed hereunderreunify shareholders with their assets, including without limitation Section 17 of provided the Securities Exchange Act of 1934 Act (the "1934 Act") and rules thereunder ("Applicable Law")Company incurs no additional charge for such services. AST represents and warrants that it is registered as a transfer agent with the Securities and Exchange Commission pursuant to Section 17 of the 1934 Act and hereby undertakes to maintain its registration so long as it provides services hereunder. In additionFurthermore, AST shall provide information agent and proxy solicitation services to the Company, at the time of appointment and annually thereafter, a report Company on the accounting controls of AST under Rule 17Ad-13 under the 1934 Act as well such certifications of compliance as may terms to be reasonably requested mutually agreed upon by the Company or the Funds from time to timeparties hereto.
Appears in 1 contract
Samples: Transfer Agency and Registrar Services Agreement (Masonite International Corp)
Standard Services. 2.01 In accordance with the procedures established from time to time by agreement between the Company and AST, AST shall provide the following services:
(a) Create and maintain shareholder accounts for all Shares;
(b) Consolidate duplicate accounts when requested by the Company;
(c) Provide online access capability for the Company's ’s personnel, including "“read-only" ” access to individual shareholder files;
(cd) Review transfer documents and certificates for acceptabilityacceptability and if reasonably acceptable, effect the related transfers;
(de) Complete transfer debit and credit transactionstransactions within applicable SEC guidelines;
(ef) Provide for Issue and record the original issuance appropriate number of shares as directed by the CompanyCompany and in the appropriate shareholder account;
(fg) Maintain Treasury accounts in book entry;
(gh) Furnish clear, simple, and detailed instructions to shareholders throughout the transfer process, as well as clear and concise written explanations of rejected transfers;
(hi) Post transfers to the record system daily;
(ij) Prepare a list of shareholders entitled to vote at the annual or any special meeting as requested by the Company;
(jk) As required by the Company, mail all proxy materials to shareholders of record as of the proxy record date or provide a list of the names (and other relevant information) of such shareholders of record to a designated third party for purposes of such mailing (it being understood, however, that production of such external files shall be billable as an out-of-pocket expense at AST's ’s standard rates for the production of external tapes);
(kl) Tabulate returned proxy cards unless the Company selects a third-party proxy tabulatorcards;
(lm) Provide the company Company with access to shareholder voting records via online access or by written report, prior to each Fund's the Company’s annual or special meeting;
(mn) Provide appropriate responses to electronic, telephonic and written inquiries from each Fund's the Company’s shareholders;
(no) Provide an 800 a toll-free number and toll number in conjunction with an interactive telephone system reasonably acceptable to the Company that is capable of providing information and handling shareholder requests without talking to a representative;
(op) Provide VIP account services, including expedited processing of special requests for transfers, transmittal of account information, replacement statements, and other matters as deemed necessary by the Company;
(q) Prepare and submit appropriate tax tax, abandoned property and other reports required by State and Federal agencies, principal stock exchanges, and shareholders, as requested by the Company;
(pr) Issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed, unless AST has received notice that such certificates were acquired by a bona fide purchaser. AST shall be entitled to demand an open penalty surety bond satisfactory to AST holding AST, the Funds AST and the Company harmless. AST shall be entitled to demand payment of the premium and processing fee for such open penalty surety bond from the shareholder. AST, at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof without such indemnity; AST to perform required filing of regulatory (SIC and SEC) reports related to the recording, maintenance, and reporting of lost certificates.;
(qs) Compute monthly or quarterly dividend payment, as the case may be, payment for each account as of the record date, balanced to the official share position;
(rt) Prepare and provide reports on daily transactions by shareholders on the business day following the date of the transaction, and to the extent requested by the Company, monthly reports reflecting shareholders of record and the amount of Shares owned by such shareholders as of a specified date.
(u) Prepare and transmit payments for dividends and other distributions, including annual capital gains distributions and any other special distributions, requested declared by the Company and declared by each FundCompany, provided good funds for said dividends or distributions are received by AST on prior to the morning of the payable scheduled mailing date for said dividends or distributions;
(sv) Code lost accounts to suppress printing and mailing of checks in accordance with applicable policies and guidelineschecks;
(tw) Replace lost or stolen dividend checks at a shareholder's request; and’s request and place stop orders on original checks replaced by such lost or stolen checks;
(ux) Withhold taxes on dividends and other distributions at the appropriate rate when applicable;
(y) Provide for seasonal mailing addresses;
(z) Act as agent for shareholders pursuant to the Company’s Dividend Reinvestment Plan (the “Plan”), as amended from time to time in accordance with the terms of such Plan and any agreements relating thereto to which AST is or will be a party;
(aa) Provide all customary services as an administrator of the Plan, including, receiving all payments made to the Company or AST under the Plan, making all payments required to be made under the Plan, including all payments required to be made to the Company and performing all other services required to be performed by AST under the terms of the Plan and any agreements relating thereto to which AST is or will be party.
(vbb) Prepare [Administer an Investors Choice Direct Stock Purchase and deliver, not less frequently than on a calendar quarter basis, compliance reports to the Company containing volumes and service standards related to activities AST is performing. Reports shall be delivered in a format mutually agreed to between the Company and AST and provide the Company with the necessary data to meet its required oversight of service providers' responsibilitiesSale program (if applicable).]
2.02 The Company shall have the obligation to discharge all applicable escheat and notification obligations. Notwithstanding the foregoing, upon request, AST will assist the Company in discharging these obligations. AST should be responsible for all escheatment activities and abandoned property filings.
2.03 AST may, at its election, outsource any of the services to be provided hereunder, but shall retain ultimate responsibility for any of the services so provided. AST will notify the Company when a significant service(s) is outsourced.
2.04 AST may provide further services to, or on behalf of, the Company as may be agreed upon between the Company and AST.
2.05 AST represents and warrants that it is in, and will continue to be in, substantial compliance with all laws and regulations applicable to the services to be performed hereunder, including without limitation Section 17 of the Securities Exchange Act of 1934 Act (the "1934 Act") and rules thereunder ("Applicable Law"). AST represents and warrants that it is registered as a transfer agent with the Securities and Exchange Commission pursuant to Section 17 of the 1934 Act and hereby undertakes to maintain its registration so long as it provides services hereunder. In addition, AST shall provide to the Company, at the time of appointment and annually thereafter, a report on the accounting controls of AST under Rule 17Ad-13 under the 1934 Act as well such certifications of compliance as may be reasonably requested by the Company or the Funds from time to time.
Appears in 1 contract
Samples: Transfer Agency and Registrar Services Agreement (Apollo Investment Corp)
Standard Services. 2.01 In accordance with the procedures established from time to time by agreement between the Company and AST, AST shall provide the following services:
(a) Create and maintain shareholder accounts for all Shares;
(b) Provide online access capability for the Company's ’s personnel, including "“read-only" ” access to individual shareholder files;
(c) Review transfer documents and certificates for acceptability;
(d) Complete transfer debit and credit transactions;
(e) Provide for the original issuance of shares as directed by the CompanyCompany ;
(f) Maintain Treasury accounts in book entry;
(g) Furnish clear, simple, and detailed instructions to shareholders throughout the transfer process, as well as clear and concise written explanations of rejected transfers;
(h) Post transfers to the record system daily;
(i) Prepare a list of shareholders entitled to vote at the annual or any special meeting as requested by the Company;
(j) As required by the Companycompany, mail all proxy materials to shareholders of record as of the proxy record date or provide a list of the names (and other relevant information) of such shareholders of record to a designated third party for purposes of such mailing (it being understood, however, that production of such external files shall be billable as an expense at AST's ’s standard rates for the production of external tapes);
(k) Tabulate returned proxy cards unless the Company selects a third-party proxy tabulatorcards;
(l1) Provide the company with access to shareholder voting records via online access or by written report, prior to each Fund's the Company’s annual or special meeting;
(m) Provide appropriate responses to electronic, telephonic and written inquiries from each Fund's the Company’s shareholders;
(n) Provide an 800 toll-free number and toll number in conjunction with an interactive telephone system capable of providing information and handling shareholder requests without talking to a representative;
(o) Prepare and submit appropriate tax and other reports required by State and Federal agencies, principal stock exchanges, and shareholders, as requested by the Company;
(p) Issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed, unless AST has received notice that such certificates were acquired by a bona fide purchaser. AST shall be entitled to demand an open penalty surety bond satisfactory to AST holding AST, the Funds AST and the Company harmless. AST shall be entitled to demand payment of the premium and processing fee for such open penalty surety bond from the shareholder. AST, at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof without such indemnity; AST to perform required filing of regulatory (SIC and SEC) reports related to the recording, maintenance, and reporting of lost certificates.;
(q) Compute monthly or quarterly dividend payment, as the case may be, payment for each account as of the record date, balanced to the official share position;
(r) Prepare and transmit payments for dividends and other distributions, including annual capital gains distributions and any other special distributions, requested declared by the Company and declared by each FundCompany, provided good funds for said dividends or distributions are received by AST on prior to the morning of the payable scheduled mailing date for said dividends or distributions;
(s) Code lost accounts to suppress printing and mailing of checks in accordance with applicable policies and guidelines;
(t) Replace lost or stolen dividend checks at a shareholder's ’s request; and;
(u) Withhold taxes on dividends and other distributions at the appropriate rate when applicable.; and
(v) Prepare and deliver, not less frequently than on a calendar quarter basis, compliance reports to the Company containing volumes and service standards related to activities AST is performing. Reports shall be delivered in a format mutually agreed to between the Company and AST and provide the Company with the necessary data to meet its required oversight of service providers' responsibilities.
2.02 The Company shall have the obligation to discharge all applicable escheat and notification obligations. Notwithstanding the foregoing, upon request, AST will assist the Company in discharging these obligations. AST should be responsible for all escheatment activities and abandoned property filings.
2.03 AST may, at its election, outsource any of the services to be provided hereunder, but shall retain ultimate responsibility for any of the services so provided. AST will notify the Company when a significant service(s) is outsourced.
2.04 AST may provide further services to, or on behalf of, the Company as may be agreed upon between the Company and AST.
2.05 AST represents and warrants that it is in, and will continue to be in, substantial compliance with all laws and regulations applicable to the services to be performed hereunder, including without limitation Section 17 of the Securities Exchange Act of 1934 Act (the "1934 Act") and rules thereunder ("Applicable Law"). AST represents and warrants that it is registered as a transfer agent with the Securities and Exchange Commission pursuant to Section 17 of the 1934 Act and hereby undertakes to maintain its registration so long as it provides services hereunder. In addition, AST shall provide to Administer the Company, at the time of appointment and annually thereafter, a report on the accounting controls of AST under Rule 17Ad-13 under the 1934 Act as well such certifications of compliance as may be reasonably requested by the Company or the Funds from time to time’s Dividend Reinvestment Plan.
Appears in 1 contract
Standard Services. 2.01 In accordance with the procedures established from time to time by agreement between the Company and AST, AST shall provide the following services:
(a) Create and maintain shareholder accounts for all Shares;
(b) Provide online access capability for the Company's ’s personnel, including "“read-only" ” access to individual shareholder files;
(c) Review transfer documents and certificates for acceptability;
(d) Complete transfer debit and credit transactions;
(e) Provide for the original issuance of shares as directed by the Company;
(f) Maintain Treasury the Company’s treasury accounts in book entry;
(g) Furnish clear, simple, and detailed instructions to shareholders throughout the transfer process, as well as clear and concise written explanations of rejected transfers;
(h) Post transfers to the record system daily;
(i) Prepare a list of shareholders entitled to vote at the annual or any special meeting as requested by the Company;
(j) As required by the Company, ; mail in a timely manner all proxy materials to shareholders of record as of the proxy record date or provide a list of the names (and other relevant information) of such shareholders of record to a designated third party for purposes of such mailing (it being understood, however, that production of such external files shall be billable as an expense at AST's ’s standard rates for the production of external tapes);
(k) Tabulate ; tabulate returned proxy cards unless and provide certification of such tabulation as may be requested by the Company; and provide the Company selects a third-party proxy tabulator;
(l) Provide the company with access to shareholder voting records via online access or by written report, prior to each Fund's the Company’s annual or special meeting;
(mj) Provide appropriate responses to electronic, telephonic and written inquiries from each Fund's the Company’s shareholders;
(nk) Provide an 800 toll-free number and toll number in conjunction with an interactive telephone system capable of providing information and handling shareholder requests without talking to a representative;
(ol) Prepare and submit appropriate tax and other reports required by State and Federal agencies, principal stock exchanges, and shareholders, as requested by the Company;
(pm) Issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed, unless AST has received notice that such certificates were acquired by a bona fide purchaser. AST shall be entitled to demand an open penalty surety bond satisfactory to AST holding AST, the Funds AST and the Company harmless. AST shall be entitled to demand payment of the premium and processing fee for such open penalty surety bond from the shareholder. AST, at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof without such indemnity; AST to perform required filing of regulatory (SIC and SEC) reports related to the recording, maintenance, and reporting of lost certificates.;
(qn) Compute monthly or quarterly dividend payment, as the case may be, payment for each account as of the record date, balanced to the official share position;
(ro) Prepare and transmit payments for dividends and other distributions, including annual capital gains distributions and any other special distributions, requested declared by the Company and declared by each FundCompany, provided good funds for said dividends or distributions are received by AST on prior to the morning of the payable scheduled mailing date for said dividends or distributions;
(sp) Code lost accounts to suppress printing and mailing of checks in accordance with applicable policies and guidelines;
(tq) Replace lost or stolen dividend checks at a shareholder's ’s request; and;
(ur) Withhold taxes on dividends and other distributions at the appropriate rate when applicable.;
(vs) Prepare Administer the Company’s dividend reinvestment plan and/or direct stock purchase plan (i.e. AST’s Investors Choice Plan) and deliver, not less frequently than on monitor cash purchase plan in accordance with applicable anti-money laundering laws and regulations; and
(t) Perform all the usual and customary services of a calendar quarter basis, compliance reports to the Company containing volumes transfer agent and service standards related to activities AST is performing. Reports shall be delivered in a format mutually agreed to between the Company and AST and provide the Company with the necessary data to meet its required oversight of service providers' responsibilitiesregistrar.
2.02 The Company shall have the ultimate obligation to discharge all applicable escheat and related notification obligations. Notwithstanding the foregoing, upon request, AST will assist the Company in discharging these obligations by monitoring shareholder accounts for compliance with such obligations and notifying the Company when AST reasonably believes that the Company must comply with one or more such obligations. AST should be responsible for all escheatment activities and abandoned property filings.
2.03 AST may, at its election, election outsource any of the services to be provided hereunder, but shall retain ultimate responsibility for any of the services so provided. If AST will notify elects to outsource any material portion of the Company when services to a significant service(s) is outsourcedthird-party subcontractor or a vendor, AST shall provide reasonable advance written notice to the Company.
2.04 AST may provide further services to, or on behalf of, the Company as may be agreed upon between the Company and AST.
2.05 . Should AST represents and warrants that it is inso elect, and will continue AST shall be entitled to be in, substantial compliance with all laws and regulations applicable to the provide services to be performed hereunderreunify shareholders with their assets, including without limitation Section 17 of provided the Securities Exchange Act of 1934 Act (the "1934 Act") and rules thereunder ("Applicable Law")Company incurs no additional charge for such services. AST represents and warrants that it is registered as a transfer agent with the Securities and Exchange Commission pursuant to Section 17 of the 1934 Act and hereby undertakes to maintain its registration so long as it provides services hereunder. In additionFurthermore, AST shall provide information agent and proxy solicitation services to the Company, at the time of appointment and annually thereafter, a report Company on the accounting controls of AST under Rule 17Ad-13 under the 1934 Act as well such certifications of compliance as may terms to be reasonably requested mutually agreed upon by the Company or the Funds from time to timeparties hereto.
Appears in 1 contract
Samples: Transfer Agency and Registrar Services Agreement (Source Capital Inc /De/)
Standard Services. 2.01 In accordance with the procedures established from time to time by mutual agreement between the Company Fund and AST, AST shall provide the following services:: AST Confidential and Proprietary Information – Version February 2014
(a) Create and maintain shareholder accounts for all Shares;.
(b) Provide online access capability for the Company's Fund’s personnel, including "“read-only" ” access to individual shareholder files;.
(c) Review transfer documents and certificates for acceptability;.
(d) Complete transfer debit and credit transactions;.
(e) Provide for the original issuance of shares as directed by the Company;Fund.
(f) Maintain Treasury the Fund’s treasury accounts in book entry;.
(g) Furnish clear, simple, and detailed instructions to shareholders throughout the transfer process, as well as clear and concise written explanations of rejected transfers;.
(h) Post transfers to the record system daily;.
(i) Prepare a list of shareholders entitled to vote at the annual or any special meeting as requested by the Company;
(j) As required by the Company, Fund; mail all proxy materials to shareholders of record as of the proxy record date or provide a list of the names (and other relevant information) of such shareholders of record to a designated third party for purposes of such mailing (it being understood, however, that production of such external files shall be billable as an expense at AST's ’s standard rates for the production of external tapes);
(k) Tabulate ; tabulate returned proxy cards unless cards; and provide the Company selects a third-party proxy tabulator;
(l) Provide the company Fund with access to shareholder voting records via online access or by written report, prior to each the Fund's ’s annual or special meeting;.
(mj) Provide appropriate responses to electronic, telephonic and written inquiries from each the Fund's ’s shareholders;.
(nk) Provide an 800 toll-free number and toll number in conjunction with an interactive telephone system capable of providing information and handling shareholder requests without talking to a representative;.
(ol) Prepare and submit appropriate tax and other reports required by State state and Federal federal agencies, principal stock exchanges, and shareholders, as requested by the Company;Fund.
(pm) Issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed, unless AST has received notice that such certificates were acquired by a bona fide purchaser. AST shall be entitled to demand an open penalty surety bond satisfactory to AST holding AST, the Funds AST and the Company Fund harmless. AST shall be entitled to demand payment of the premium and processing fee for such open penalty surety bond from the shareholder. AST, at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof without such indemnity; . AST to perform required filing of regulatory (SIC Confidential and SEC) reports related to the recording, maintenance, and reporting of lost certificates.Proprietary Information – Version February 2014
(qn) Compute monthly or quarterly dividend payment, as the case may be, payment(s) for each account as of the record date, balanced to the official share position;.
(ro) Prepare and transmit payments for dividends and other distributions, including annual capital gains distributions and any other special distributions, requested declared by the Company and declared by each Fund, provided good funds for said dividends or distributions are received by AST on prior to the morning of the payable scheduled mailing date for said dividends or distributions;. AST shall be entitled to any income earned with respect to the deposit of any funds by or with AST for the account of the Company or a Shareholder. Any benefits to AST from such deposits shall be deemed to have been con-templated in connection with said reasonable compensation and as part of said express fee arrangement.
(sp) Code lost accounts to suppress printing and mailing of checks in accordance with applicable policies and guidelines;.
(tq) Replace lost or stolen dividend checks at a shareholder's ’s request; and.
(ur) Withhold taxes on dividends and other distributions at the appropriate rate when applicable.
(vs) Prepare and deliver, not less frequently than on a calendar quarter basis, compliance reports to Administer the Company containing volumes and service standards related to activities AST is performing. Reports shall be delivered in a format mutually agreed to between the Company and AST and provide the Company with the necessary data to meet its required oversight of service providers' responsibilitiesFund’s dividend reinvestment plan and/or direct stock purchase plan (i.e. AST’s Investors Choice Plan).
2.02 The Company shall have For the obligation to discharge avoidance of doubt, the Fund acknowledges that, as between the Fund and AST, the Fund is responsible for discharging all applicable escheat and notification obligationsobligations under applicable Federal and state laws and regulations. Notwithstanding the foregoing, upon request, AST will assist shall perform the Company annual reporting and other compliance obligations on behalf of the Fund as set forth in discharging these obligations. AST should be responsible for all escheatment activities and abandoned property filingsthe attached Service Addendum.
2.03 AST may, at its election, may outsource any of the services to be provided hereunder, but provided, however, that AST shall obtain the Fund’s written approval prior to outsourcing any material portion of the services. In any event, AST shall retain ultimate responsibility for any of the services so provided. AST will notify the Company when a significant service(s) is outsourced.
2.04 AST may provide further services to, or on behalf of, the Company Fund as may be agreed upon between the Company Fund and AST.
2.05 . Should AST represents and warrants that it is inso elect, and will continue AST shall be entitled to be in, substantial compliance with all laws and regulations applicable to the provide services to be performed hereunderreunify shareholders with their assets, including without limitation Section 17 of provided the Securities Exchange Act of 1934 Act (the "1934 Act") and rules thereunder ("Applicable Law")Fund incurs no additional charge for such services. AST represents and warrants that it is registered as a transfer agent with the Securities and Exchange Commission pursuant to Section 17 of the 1934 Act and hereby undertakes to maintain its registration so long as it provides services hereunder. In additionFurthermore, AST shall provide information agent and proxy solicitation services to the Company, at the time of appointment and annually thereafter, a report Fund on the accounting controls of AST under Rule 17Ad-13 under the 1934 Act as well such certifications of compliance as may terms to be reasonably requested mutually agreed upon by the Company or the Funds from time to timeparties hereto.
Appears in 1 contract
Samples: Transfer Agency and Registrar Services Agreement (Templeton Global Income Fund)
Standard Services. 2.01 In accordance with the procedures established from time to time by agreement between the Company and AST, AST shall provide the following services:
(a) Create and maintain shareholder accounts for all Shares;
(b) Provide online access capability for the Company's ’s personnel, including "“read-only" ” access to individual shareholder files;
(c) Review transfer documents and certificates for acceptability;
(d) Complete transfer debit and credit transactionstransactions within applicable SEC guidelines;
(e) Provide for the original issuance of shares as directed by the Company;
(f) Maintain Treasury accounts in book entry;
(g) Furnish clear, simple, and detailed instructions to shareholders throughout the transfer process, as well as clear and concise written explanations of rejected transfers;
(h) Post transfers to the record system daily;
(i) Prepare a list of shareholders entitled to vote at the annual or any special meeting as requested by the Company;
(j) As required by the Company, mail all proxy materials to shareholders of record as of the proxy record date or provide a list of the names (and other relevant information) of such shareholders of record to a designated third party for purposes of such mailing (it being understood, however, that production of such external files shall be billable as an expense at AST's ’s standard rates for the production of external tapes);
(k) Tabulate returned proxy cards unless the Company selects a third-party proxy tabulatorcards;
(l) Provide the company Company with access to shareholder voting records via online access or and by written report, report prior to each Fund's the Company’s annual or special meeting;
(m) Provide appropriate responses to electronic, telephonic and written inquiries from each Fund's the Company’s shareholders;
(n) Provide an 800 a toll-free number and toll number in conjunction with an interactive telephone system capable of providing information and handling shareholder requests without talking to a representative;
(o) Prepare and submit appropriate tax and other reports required by State and Federal agencies, principal stock exchanges, and shareholders, as requested by the Company;
(p) Issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed, unless AST has received notice that such certificates were acquired by a bona fide purchaser. AST shall be entitled to demand an open penalty surety bond satisfactory to AST holding AST, the Funds AST and the Company harmless. AST shall be entitled to demand payment of the premium and processing fee for such open penalty surety bond from the shareholder. AST, at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof without such indemnity; AST to perform required filing of regulatory (SIC and SEC) reports related to the recording, maintenance, and reporting of lost certificates.;
(q) Compute monthly or quarterly dividend payment, as the case may be, payment for each account as of the record date, balanced to the official share position;
(r) Prepare and transmit payments for dividends and other distributions, including annual capital gains distributions and any other special distributions, requested declared by the Company and declared by each FundCompany, provided good funds for said dividends or distributions are received by AST on prior to the morning of the payable scheduled mailing date for said dividends or distributions;
(s) Code lost accounts to suppress printing and mailing of checks in accordance with applicable policies and guidelines;
(t) Replace lost or stolen dividend checks at a shareholder's ’s request; and, and place stop orders on such lost or stolen checks;
(u) Withhold taxes on dividends and other distributions at the appropriate rate when applicable.; and
(v) Prepare and deliver, not less frequently than on a calendar quarter basis, compliance reports to Administer the Company containing volumes and service standards related to activities AST is performing. Reports shall be delivered in a format mutually agreed to between the Company and AST and provide the Company with the necessary data to meet its required oversight of service providers' responsibilitiesCompany’s Dividend Reinvestment Plan.
2.02 The Company AST shall have the obligation to discharge all applicable escheat and notification obligations. Notwithstanding the foregoing, upon request, AST will assist the Company in discharging these obligations. AST should be responsible for all escheatment activities and abandoned property filings.
2.03 AST may, at its election, outsource any of the services to be provided hereunder, but shall retain ultimate responsibility for any of the services so provided. AST will notify the Company when a significant service(s) is outsourced.
2.04 AST may provide further services to, or on behalf of, the Company as may be agreed upon between the Company and AST.
2.05 AST represents and warrants that it is in, and will continue to be in, substantial compliance with all laws and regulations applicable to the services to be performed hereunder, including without limitation Section 17 of the Securities Exchange Act of 1934 Act (the "1934 Act") and rules thereunder ("Applicable Law"). AST represents and warrants that it is registered as a transfer agent with the Securities and Exchange Commission pursuant to Section 17 of the 1934 Act and hereby undertakes to maintain its registration so long as it provides services hereunder. In addition, AST shall provide to the Company, at the time of appointment and annually thereafter, a report on the accounting controls of AST under Rule 17Ad-13 under the 1934 Act as well such certifications of compliance as may be reasonably requested by the Company or the Funds from time to time.
Appears in 1 contract
Samples: Transfer Agency and Registrar Services Agreement (Hercules Technology Growth Capital Inc)
Standard Services. 2.01 In accordance with the procedures established from time to time by agreement between the Company and AST, AST shall provide the following services:
(a) Create and maintain shareholder accounts for all Shares;
(b) Provide online access capability for the Company's ’s personnel, including "“read-only" ” access to individual shareholder files;
(c) Review transfer documents and certificates for acceptability;
(d) Complete transfer debit and credit transactions;
(e) Provide for the original issuance of shares as directed by the Company;
(f) Maintain Treasury accounts in book entry;
(g) Furnish clear, simple, and detailed instructions to shareholders throughout the transfer process, as well as clear and concise written explanations of rejected transfers;
(h) Post transfers to the record system daily;
(i) Prepare a list of shareholders entitled to vote at the annual or any special meeting as requested by the Company;
(j) As required by the Company, mail all proxy materials to shareholders of record as of the proxy record date or provide a list of the names (and other relevant information) of such shareholders of record to a designated third party for purposes of such mailing (it being understood, however, that production of such external files shall be billable as an expense at AST's ’s standard rates for the production of external tapes);
(k) Tabulate returned proxy cards unless the Company selects a third-party proxy tabulatorcards;
(l) Provide the company Company with access to shareholder voting records via online access or by written report, prior to each Fund's the Company’s annual or special meeting;
(m) Provide appropriate responses to electronic, telephonic and written inquiries from each Fund's the Company’s shareholders;
(n) Provide an 800 toll-free number and toll number in conjunction with an interactive telephone system capable of providing information and handling shareholder requests without talking to a representative;
(o) Prepare and submit appropriate tax and other reports required by State and Federal agencies, principal stock exchanges, and shareholders, as requested by the Company;
(p) Issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed, unless AST has received notice that such certificates were acquired by a bona fide purchaser. AST shall be entitled to demand an open penalty surety bond satisfactory to AST holding AST, the Funds AST and the Company harmless. AST shall be entitled to demand payment of the premium and processing fee for such open penalty surety bond from the shareholder. AST, at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof without such indemnity; AST to perform required filing of regulatory (SIC and SEC) reports related to the recording, maintenance, and reporting of lost certificates.;
(q) Compute monthly or quarterly dividend payment, as the case may be, payment for each account as of the record date, balanced to the official share position;
(r) Prepare and transmit payments for dividends and other distributions, including annual capital gains distributions and any other special distributions, requested declared by the Company and declared by each FundCompany, provided good funds for said dividends or distributions are received by AST on prior to the morning of the payable scheduled mailing date for said dividends or distributions;
(s) Code lost accounts to suppress printing and mailing of checks in accordance with applicable policies and guidelines;
(t) Replace lost or stolen dividend checks at a shareholder's ’s request; and
(u) Withhold taxes on dividends and other distributions at the appropriate rate when applicable.
(v) Prepare and deliver, not less frequently than on a calendar quarter basis, compliance reports to the Company containing volumes and service standards related to activities AST is performing. Reports shall be delivered in a format mutually agreed to between the Company and AST and provide the Company with the necessary data to meet its required oversight of service providers' responsibilities.
2.02 The Company shall have the obligation to discharge all applicable escheat and notification obligations. Notwithstanding the foregoing, upon request, AST will assist the Company in discharging these obligations. AST should be responsible for all escheatment activities and abandoned property filings.
2.03 AST may, at its election, outsource any of the services to be provided hereunder, but shall retain ultimate responsibility for any of the services so provided. AST will notify the Company when a significant service(s) is outsourced.
2.04 AST may provide further services to, or on behalf of, the Company as may be agreed upon between the Company and AST.
2.05 AST represents and warrants that it is in, and will continue to be in, substantial compliance with all laws and regulations applicable to the services to be performed hereunder, including without limitation Section 17 of the Securities Exchange Act of 1934 Act (the "1934 Act") and rules thereunder ("Applicable Law"). AST represents and warrants that it is registered as a transfer agent with the Securities and Exchange Commission pursuant to Section 17 of the 1934 Act and hereby undertakes to maintain its registration so long as it provides services hereunder. In addition, AST shall provide to the Company, at the time of appointment and annually thereafter, a report on the accounting controls of AST under Rule 17Ad-13 under the 1934 Act as well such certifications of compliance as may be reasonably requested by the Company or the Funds from time to time.
Appears in 1 contract
Samples: Transfer Agency and Registrar Services Agreement (Taiwan Greater China Fund)
Standard Services. 2.01 In accordance with the procedures established from time to time by agreement between the Company and AST, AST shall provide the following services:
(a) Create and maintain shareholder accounts for all Shares;
(b) Provide online access capability for the Company's ’s personnel, including "“read-only" ” access to individual shareholder files;
(c) Review transfer documents and certificates for acceptability;
(d) Complete transfer debit and credit transactions;
(e) Provide for the original issuance of shares as directed by the CompanyCompany ;
(f) Maintain Treasury accounts in book entry;
(g) Furnish clear, simple, and detailed instructions to shareholders throughout the transfer process, as well as clear and concise written explanations of rejected transfers;
(h) Post transfers to the record system daily;
(i) Prepare a list of shareholders entitled to vote at the annual or any special meeting as requested by the Company;
(j) As required by the Companycompany, mail all proxy materials to shareholders of record as of the proxy record date or provide a list of the names (and other relevant information) of such shareholders of record to a designated third party for purposes of such mailing (it being understood, however, that production of such external files shall be billable as an expense at AST's ’s standard rates for the production of external tapes);
(k) Tabulate returned proxy cards unless the Company selects a third-party proxy tabulatorcards;
(l) Provide the company with access to shareholder voting records via online access or by written report, prior to each Fund's the Company’s annual or special meeting;
(m) Provide appropriate responses to electronic, telephonic and written inquiries from each Fund's the Company’s shareholders;
(n) Provide an 800 toll-free number and toll number in conjunction with an interactive telephone system capable of providing information and handling shareholder requests without talking to a representative;
(o) Prepare and submit appropriate tax and other reports required by State and Federal agencies, principal stock exchanges, and shareholders, as requested by the Company;
(p) Issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed, unless AST has received notice that such certificates were acquired by a bona fide purchaser. AST shall be entitled to demand an open penalty surety bond satisfactory to AST holding AST, the Funds AST and the Company harmless. AST shall be entitled to demand payment of the premium and processing fee for such open penalty surety bond from the shareholder. AST, at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof without such indemnity; AST to perform required filing of regulatory (SIC and SEC) reports related to the recording, maintenance, and reporting of lost certificates.;
(q) Compute monthly or quarterly dividend payment, as the case may be, payment for each account as of the record date, balanced to the official share position;
(r) Prepare and transmit payments for dividends and other distributions, including annual capital gains distributions and any other special distributions, requested declared by the Company and declared by each FundCompany, provided good funds for said dividends or distributions are received by AST on prior to the morning of the payable scheduled mailing date for said dividends or distributions;
(s) Code lost accounts to suppress printing and mailing of checks in accordance with applicable policies and guidelines;
(t) Replace lost or stolen dividend checks at a shareholder's ’s request; and;
(u) Withhold taxes on dividends and other distributions at the appropriate rate when applicable.; and
(v) Prepare Administer an Investors Choice Direct Stock Purchase and deliver, not less frequently than on a calendar quarter basis, compliance reports to the Company containing volumes and service standards related to activities AST is performing. Reports shall be delivered in a format mutually agreed to between the Company and AST and provide the Company with the necessary data to meet its required oversight of service providers' responsibilitiesSale program (if requested).
2.02 The Company shall have the obligation to discharge all applicable escheat and notification obligations. Notwithstanding the foregoing, upon request, AST will assist the Company in discharging these obligations. AST should be responsible for all escheatment activities and abandoned property filings.
2.03 AST may, at its election, outsource any of the services to be provided hereunder, but shall retain ultimate responsibility for any of the services so provided. AST will notify the Company when a significant service(s) is outsourced.
2.04 AST may provide further services to, or on behalf of, the Company as may be agreed upon between the Company and AST.
2.05 AST represents and warrants that it is in, and will continue to be in, substantial compliance with all laws and regulations applicable to the services to be performed hereunder, including without limitation Section 17 of the Securities Exchange Act of 1934 Act (the "1934 Act") and rules thereunder ("Applicable Law"). AST represents and warrants that it is registered as a transfer agent with the Securities and Exchange Commission pursuant to Section 17 of the 1934 Act and hereby undertakes to maintain its registration so long as it provides services hereunder. In addition, AST shall provide to the Company, at the time of appointment and annually thereafter, a report on the accounting controls of AST under Rule 17Ad-13 under the 1934 Act as well such certifications of compliance as may be reasonably requested by the Company or the Funds from time to time.
Appears in 1 contract
Samples: Transfer Agency and Registrar Services Agreement (Amtrust Financial Services, Inc.)
Standard Services. 2.01 In accordance with the procedures established from time to time by agreement between the Company and AST, AST shall provide the following services:
(a) Create and maintain shareholder accounts for all Shares;
(b) Provide online access capability for the Company's ’s personnel, including "“read-only" ” access to individual shareholder files;
(c) Review transfer documents and certificates for acceptability;
(d) Complete transfer debit and credit transactions;
(e) Provide for the original issuance of shares as directed by the Company;
(f) Maintain Treasury the Company’s treasury accounts in book entry;
(g) Furnish clear, simple, and detailed instructions to shareholders throughout the transfer process, as well as clear and concise written explanations of rejected transfers;
(h) Post transfers to the record system daily;
(i) Prepare a list of shareholders entitled to vote at the annual or any special meeting as requested by the Company;
(j) As required by the Company, ; mail all proxy materials to shareholders of record as of the proxy record date or provide a list of the names (and other relevant information) of such shareholders of record to a designated third party for purposes of such mailing (it being understood, however, that production of such external files shall be billable as an expense at AST's ’s standard rates for the production of external tapes);
(k) Tabulate ; tabulate returned proxy cards unless cards; and provide the Company selects a third-party proxy tabulator;
(l) Provide the company with access to shareholder voting records via online access or by written report, prior to each Fund's the Company’s annual or special meeting;
(mj) Provide appropriate responses to electronic, telephonic and written inquiries from each Fund's the Company’s shareholders;; AST Confidential and Proprietary Information – Version July 2012 2
(nk) Provide an 800 toll-free number and toll number in conjunction with an interactive telephone system capable of providing information and handling shareholder requests without talking to a representative;
(o1) Prepare and submit appropriate tax and other reports required by State and Federal agencies, principal stock exchanges, and shareholders, as requested by the Company;
(pm) Issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed, unless AST has received notice that such certificates were acquired by a bona fide purchaser. AST shall be entitled to demand an open penalty surety bond satisfactory to AST holding AST, the Funds AST and the Company harmless. AST shall be entitled to demand payment of the premium and processing fee for such open penalty surety bond from the shareholder. AST, at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof without such indemnity; AST to perform required filing of regulatory (SIC and SEC) reports related to the recording, maintenance, and reporting of lost certificates.;
(qn) Compute monthly or quarterly dividend payment, as the case may be, payment for each account as of the record date, balanced to the official share position;
(ro) Prepare and transmit payments for dividends and other distributions, including annual capital gains distributions and any other special distributions, requested declared by the Company and declared by each FundCompany, provided good funds for said dividends or distributions are received by AST on prior to the morning of the payable scheduled mailing date for said dividends or distributions;
(sp) Code lost accounts to suppress printing and mailing of checks in accordance with applicable policies and guidelines;
(tq) Replace lost or stolen dividend checks at a shareholder's ’s request; and;
(ur) Withhold taxes on dividends and other distributions at the appropriate rate when applicable.; and
(vs) Prepare and deliver, not less frequently than on a calendar quarter basis, compliance reports to Administer the Company containing volumes and service standards related to activities AST is performing. Reports shall be delivered in a format mutually agreed to between the Company and AST and provide the Company with the necessary data to meet its required oversight of service providers' responsibilitiesCompany’s dividend reinvestment plan and/or direct stock purchase plan (i.e. AST’s Investors Choice Plan).
2.02 The Company shall have the obligation to discharge all applicable escheat and notification obligations. Notwithstanding the foregoing, upon request, AST will assist the Company in discharging these obligations. AST should be responsible for all escheatment activities and abandoned property filings.
2.03 AST may, at its election, outsource any of the services to be provided hereunder, but shall retain ultimate responsibility for any of the services so provided. AST will notify the Company when a significant service(s) is outsourced.
2.04 AST may provide further services to, or on behalf of, the Company as may be agreed upon between the Company and AST.
2.05 . Should AST represents and warrants that it is inso elect, and will continue AST shall be entitled to be in, substantial compliance with all laws and regulations applicable to the provide services to be performed hereunderreunify shareholders with their assets, including without limitation Section 17 of provided the Securities Exchange Act of 1934 Act (the "1934 Act") and rules thereunder ("Applicable Law")Company incurs no additional charge for such services. AST represents and warrants that it is registered as a transfer agent with the Securities and Exchange Commission pursuant to Section 17 of the 1934 Act and hereby undertakes to maintain its registration so long as it provides services hereunder. In additionFurthermore, AST shall provide information agent and proxy solicitation services to the Company, at the time of appointment and annually thereafter, a report Company on the accounting controls of AST under Rule 17Ad-13 under the 1934 Act as well such certifications of compliance as may terms to be reasonably requested mutually agreed upon by the Company or the Funds from time to time.parties hereto. AST Confidential and Proprietary Information – Version July 2012 3
Appears in 1 contract
Samples: Transfer Agency and Registrar Services Agreement (NexPoint Credit Strategies Fund)
Standard Services. 2.01 2.01. In accordance with the procedures established from time to time by agreement between the Company and AST, AST shall provide the following services:
(a) Create and maintain shareholder accounts for all Shares;
(b) Provide online access capability for the Company's ’s personnel, including "“read-only" ” access to individual shareholder files;
(c) Review transfer documents and certificates for acceptability;
(d) Complete transfer debit and credit transactions;
(e) Provide for the original issuance of shares as directed by the Company;
(f) Maintain Treasury the Company’s treasury accounts in book entry;
(g) Furnish clear, simple, and detailed instructions to shareholders throughout the transfer process, as well as clear and concise written explanations of rejected transfers;
(h) Post transfers to the record system daily;
(i) Prepare a list of shareholders entitled to vote at the annual or any special meeting as requested by the Company;
(j) As required by the Company, ; mail all proxy materials to shareholders of record as of the proxy record date or provide a list of the names (and other relevant information) of such shareholders of record to a designated third party for purposes of such mailing (it being understood, however, that production of such external files shall be billable as an expense at AST's ’s standard rates for the production of external tapes);
(k) Tabulate ; tabulate returned proxy cards unless cards; and provide the Company selects a third-party proxy tabulator;
(l) Provide the company with access to shareholder voting records via online access or by written report, prior to each Fund's the Company’s annual or special meeting;
(mj) Provide appropriate responses to electronic, telephonic and written inquiries from each Fund's the Company’s shareholders;
(nk) Provide an 800 toll-free number and toll number in conjunction with an interactive telephone system capable of providing information and handling shareholder requests without talking to a representative;
(ol) Prepare and submit appropriate tax and other reports required by State and Federal agencies, principal stock exchanges, and shareholders, as requested by the Company;
(pm) Issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed, unless AST has received notice that such certificates were acquired by a bona fide purchaser. AST shall be entitled to demand an open penalty surety bond satisfactory to AST holding AST, the Funds AST and the Company harmless. AST shall be entitled to demand payment of the premium and processing fee for such open penalty surety bond from the shareholder. AST, at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof without such indemnity; AST to perform required filing of regulatory (SIC and SEC) reports related to the recording, maintenance, and reporting of lost certificates.;
(qn) Compute monthly or quarterly dividend payment, as the case may be, payment for each account as of the record date, balanced to the official share position;
(ro) Prepare and transmit payments for dividends and other distributions, including annual capital gains distributions and any other special distributions, requested declared by the Company and declared by each FundCompany, provided good funds for said dividends or distributions are received by AST on prior to the morning of the payable scheduled mailing date for said dividends or distributions;
(sp) Code lost accounts to suppress printing and mailing of checks in accordance with applicable policies and guidelines;
(tq) Replace lost or stolen dividend checks at a shareholder's ’s request; and;
(ur) Withhold taxes on dividends and other distributions at the appropriate rate when applicable; and
(s) Administer the Company’s dividend reinvestment plan and/or direct stock purchase plan (i.e. AST’s Investors Choice Plan).
(v) Prepare and deliver, not less frequently than on a calendar quarter basis, compliance reports to the Company containing volumes and service standards related to activities AST is performing2.02. Reports shall be delivered in a format mutually agreed to between the Company and AST and provide the Company with the necessary data to meet its required oversight of service providers' responsibilities.
2.02 The Company shall have the obligation to discharge all applicable escheat and notification obligations. Notwithstanding the foregoing, upon request, AST will assist the Company in discharging these obligations. AST should be responsible for all escheatment activities and abandoned property filings.
2.03 2.03. AST may, at its election, outsource any of the services to be provided hereunder, but shall retain ultimate responsibility for any of the services so provided. AST will notify the Company when a significant service(s) is outsourced.
2.04 2.04. AST may provide further services to, or on behalf of, of the Company as may be agreed upon between the Company and AST.
2.05 . Should AST represents and warrants that it is inso elect, and will continue AST shall be entitled to be in, substantial compliance with all laws and regulations applicable to the provide services to be performed hereunderreunify shareholders with their assets, including without limitation Section 17 of provided the Securities Exchange Act of 1934 Act (the "1934 Act") and rules thereunder ("Applicable Law")Company incurs no additional charge for such services. AST represents and warrants that it is registered as a transfer agent with the Securities and Exchange Commission pursuant to Section 17 of the 1934 Act and hereby undertakes to maintain its registration so long as it provides services hereunder. In additionFurthermore, AST shall provide information agent and proxy solicitation services to the Company, at the time of appointment and annually thereafter, a report Company on the accounting controls of AST under Rule 17Ad-13 under the 1934 Act as well such certifications of compliance as may terms to be reasonably requested mutually agreed upon by the Company or the Funds from time to timeparties hereto.
Appears in 1 contract
Samples: Transfer Agency and Registrar Services Agreement (NexPoint Credit Strategies Fund)
Standard Services. 2.01 In accordance with the procedures established from time to time by agreement between the Company and AST, AST shall provide the following services:
(a) Create and maintain shareholder accounts for all Shares;
(b) Consolidate duplicate accounts when requested by the Company;
(c) Provide online access capability for the Company's ’s personnel, including "“read-only" ” access to individual shareholder files;
(cd) Review transfer documents and certificates for acceptabilityacceptability and if reasonably acceptable, effect the related transfers;
(de) Complete transfer debit and credit transactionstransactions within applicable SEC guidelines;
(ef) Provide for Issue and record the original issuance appropriate number of shares as directed by the CompanyCompany and in the appropriate shareholder account;
(fg) Maintain Treasury accounts in book entry;
(gh) Furnish clear, simple, and detailed instructions to shareholders throughout the transfer process, as well as clear and concise written explanations of rejected transfers;
(hi) Post transfers to the record system daily;
(ij) Prepare a list of shareholders entitled to vote at the annual or any special meeting as requested by the Company;
(jk) As required by the Company, mail all proxy materials to shareholders of record as of the proxy record date or provide a list of the names (and other relevant information) of such shareholders of record to a designated third party for purposes of such mailing (it being understood, however, that production of such external files shall be billable as an out-of-pocket expense at AST's ’s standard rates for the production of external tapes);
(kl) Tabulate returned proxy cards unless the Company selects a third-party proxy tabulatorcards;
(lm) Provide the company Company with access to shareholder voting records via online access or by written report, prior to each Fund's the Company’s annual or special meeting;
(mn) Provide appropriate responses to electronic, telephonic and written inquiries from each Fund's the Company’s shareholders;
(no) Provide an 800 a toll-free number and toll number in conjunction with an interactive telephone system reasonably acceptable to the Company that is capable of providing information and handling shareholder requests without talking to a representative;
(op) Provide VIP account services, including expedited processing of special requests for transfers, transmittal of account information, replacement statements, and other matters as deemed necessary by the Company;
(q) Prepare and submit appropriate tax tax, abandoned property and other reports required by State and Federal agencies, principal stock exchanges, and shareholders, as requested by the Company;
(pr) Issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed, unless AST has received notice that such certificates were acquired by a bona fide purchaser. AST shall be entitled to demand an open penalty surety bond satisfactory to AST holding AST, the Funds AST and the Company harmless. AST shall be entitled to demand payment of the premium and processing fee for such open penalty surety bond from the shareholder. AST, at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof without such indemnity; AST to perform required filing of regulatory (SIC and SEC) reports related to the recording, maintenance, and reporting of lost certificates.;
(qs) Compute monthly or quarterly dividend payment, as the case may be, payment for each account as of the record date, balanced to the official share position;
(rt) Prepare and provide reports on daily transactions by shareholders on the business day following the date of the transaction, and to the extent requested by the Company, monthly reports reflecting shareholders of record and the amount of Shares owned by such shareholders as of a specified date.
(u) Prepare and transmit payments for dividends and other distributions, including annual capital gains distributions and any other special distributions, requested declared by the Company and declared by each FundCompany, provided good funds for said dividends or distributions are received by AST on prior to the morning of the payable scheduled mailing date for said dividends or distributions;
(sv) Code lost accounts to suppress printing and mailing of checks in accordance with applicable policies and guidelineschecks;
(tw) Replace lost or stolen dividend checks at a shareholder's request; and’s request and place stop orders on original checks replaced by such lost or stolen checks;
(ux) Withhold taxes on dividends and other distributions at the appropriate rate when applicable;
(y) Provide for seasonal mailing addresses;
(z) Act as agent for shareholders pursuant to the Company’s Dividend Reinvestment Plan (the “Plan”), as amended from time to time in accordance with the terms of such Plan and any agreements relating thereto to which AST is or will be a party;
(aa) Provide all customary services as an administrator of the Plan, including, receiving all payments made to the Company or AST under the Plan, making all payments required to be made under the Plan, including all payments required to be made to the Company and performing all other services required to be performed by AST under the terms of the Plan and any agreements relating thereto to which AST is or will be party.
(vbb) Prepare Administer an Investors Choice Direct Stock Purchase and deliver, not less frequently than on a calendar quarter basis, compliance reports to the Company containing volumes and service standards related to activities AST is performing. Reports shall be delivered in a format mutually agreed to between the Company and AST and provide the Company with the necessary data to meet its required oversight of service providers' responsibilitiesSale program (if applicable).
2.02 The Company shall have the obligation to discharge all applicable escheat and notification obligations. Notwithstanding the foregoing, upon request, AST will assist the Company in discharging these obligations. AST should be responsible for all escheatment activities and abandoned property filings.
2.03 AST may, at its election, outsource any of the services to be provided hereunder, but shall retain ultimate responsibility for any of the services so provided. AST will notify the Company when a significant service(s) is outsourced.
2.04 AST may provide further services to, or on behalf of, the Company as may be agreed upon between the Company and AST.
2.05 AST represents and warrants that it is in, and will continue to be in, substantial compliance with all laws and regulations applicable to the services to be performed hereunder, including without limitation Section 17 of the Securities Exchange Act of 1934 Act (the "1934 Act") and rules thereunder ("Applicable Law"). AST represents and warrants that it is registered as a transfer agent with the Securities and Exchange Commission pursuant to Section 17 of the 1934 Act and hereby undertakes to maintain its registration so long as it provides services hereunder. In addition, AST shall provide to the Company, at the time of appointment and annually thereafter, a report on the accounting controls of AST under Rule 17Ad-13 under the 1934 Act as well such certifications of compliance as may be reasonably requested by the Company or the Funds from time to time.
Appears in 1 contract
Samples: Transfer Agency and Registrar Services Agreement (Prospect Energy Corp)
Standard Services. 2.01 In accordance with the procedures established from time to time by agreement between the Company and AST, AST shall provide the following services:
(a) Create and maintain shareholder accounts for all Shares;
(b) Provide online access capability for the Company's ’s personnel, including "“read-only" ” access to individual shareholder files;
(c) Review transfer documents and certificates for acceptability;
(d) Complete transfer debit and credit transactions;
(e) Provide for the original issuance of shares as directed by the Company;
(f) Maintain Treasury accounts in book entry;
(g) Furnish clear, simple, and detailed instructions to shareholders throughout the transfer process, as well as clear and concise written explanations of rejected transfers;
(h) Post transfers to the record system daily;
(i) Prepare a list of shareholders entitled to vote at the annual or any special meeting as requested by the Company;
(j) As required by the Companycompany, mail all proxy materials to shareholders of record as of the proxy record date or provide a list of the names (and other relevant information) of such shareholders of record to a designated third party for purposes of such mailing (it being understood, however, that production of such external files shall be billable as an expense at AST's ’s standard rates for the production of external tapes);
(k) Tabulate returned proxy cards unless the Company selects a third-party proxy tabulatorcards;
(l) Provide the company with access to shareholder voting records via online access or by written report, prior to each Fund's the Company’s annual or special meeting;
(m) Provide appropriate responses to electronic, telephonic and written inquiries from each Fund's the Company’s shareholders;
(n) Provide an 800 toll-free number and toll number in conjunction with an interactive telephone system capable of providing information and handling shareholder requests without talking to a representative;
(o) Prepare and submit appropriate tax and other reports required by State and Federal agencies, principal stock exchanges, and shareholders, as requested by the Company;
(p) Issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed, unless AST has received notice that such certificates were acquired by a bona fide purchaser. AST shall be entitled to demand an open penalty surety bond satisfactory to AST holding AST, the Funds AST and the Company harmless. AST shall be entitled to demand payment of the premium and processing fee for such open penalty surety bond from the shareholder. AST, at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof without such indemnity; AST to perform required filing of regulatory (SIC and SEC) reports related to the recording, maintenance, and reporting of lost certificates.;
(q) Compute monthly or quarterly dividend payment, as the case may be, payment for each account as of the record date, balanced to the official share position;
(r) Prepare and transmit payments for dividends and other distributions, including annual capital gains distributions and any other special distributions, requested declared by the Company and declared by each FundCompany, provided good funds for said dividends or distributions are received by AST on prior to the morning of the payable scheduled mailing date for said dividends or distributions;
(s) Code lost accounts to suppress printing and mailing of checks in accordance with applicable policies and guidelines;
(t) Replace lost or stolen dividend checks at a shareholder's ’s request; and;
(u) Withhold taxes truces on dividends and other distributions at the appropriate rate when applicable.; and
(v) Prepare and deliver, not less frequently than on a calendar quarter basis, compliance reports to Administer the Company containing volumes and service standards related to activities AST is performing. Reports shall be delivered in a format mutually agreed to between the Company and AST and provide the Company with the necessary data to meet its required oversight of service providers' responsibilitiesCompany’s Dividend Reinvestment Plan.
2.02 The Company shall have the obligation to discharge all applicable escheat and notification obligations. Notwithstanding the foregoing, upon request, AST will assist the Company in discharging these obligations. AST should be responsible for all escheatment activities and abandoned property filings.
2.03 AST may, at its election, outsource any of the services to be provided hereunder, but shall retain ultimate responsibility for any of the services so provided. AST will notify the Company when a significant service(s) is outsourced.
2.04 AST may provide further services to, or on behalf of, the Company as may be agreed upon between the Company and AST.
2.05 AST represents and warrants that it is in, and will continue to be in, substantial compliance with all laws and regulations applicable to the services to be performed hereunder, including without limitation Section 17 of the Securities Exchange Act of 1934 Act (the "1934 Act") and rules thereunder ("Applicable Law"). AST represents and warrants that it is registered as a transfer agent with the Securities and Exchange Commission pursuant to Section 17 of the 1934 Act and hereby undertakes to maintain its registration so long as it provides services hereunder. In addition, AST shall provide to the Company, at the time of appointment and annually thereafter, a report on the accounting controls of AST under Rule 17Ad-13 under the 1934 Act as well such certifications of compliance as may be reasonably requested by the Company or the Funds from time to time.
Appears in 1 contract
Standard Services. 2.01 In accordance with the procedures established from time to time by agreement between the Company and AST, AST shall provide the following services:
(a) Create and maintain shareholder accounts for all Shares;
(b) Provide online access capability for the Company's ’s personnel, including "“read-only" ” access to individual shareholder files;
(c) Review transfer documents and certificates for acceptability;
(d) Complete transfer debit and credit transactions;
(e) Provide for the original issuance of shares as directed by the CompanyCompany ;
(f) Maintain Treasury accounts in book entry;
(g) Furnish clear, simple, and detailed instructions to shareholders throughout the transfer process, as well as clear and concise written explanations of rejected transfers;
(h) Post transfers to the record system daily;
(i) Prepare a list of shareholders entitled to vote at the annual or any special meeting as requested by the Company;
(j) As required by the Company, mail all proxy materials to shareholders of record as of the proxy record date or provide a list of the names (and other relevant information) of such shareholders of record to a designated third party for purposes of such mailing (it being understood, however, that production of such external files shall be billable as an expense at AST's ’s standard rates for the production of external tapes);
(k) Tabulate returned proxy cards unless the Company selects a third-party proxy tabulatorcards, telephonic votes and internet votes;
(l) Provide the company Company with access to shareholder voting records via online access or by written report, prior to each Fund's the Company’s annual or special meeting;
(m) Provide appropriate responses to electronic, telephonic and written inquiries from each Fund's the Company’s shareholders;
(n) Provide an 800 toll-free number and toll number in conjunction with an interactive telephone system capable of providing information and handling shareholder requests without talking to a representative;
(o) Prepare and submit appropriate tax and other reports required by State and Federal agencies, principal stock exchanges, and shareholders, as requested by the Company;
(p) Issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed, unless AST has received notice that such certificates were acquired by a bona fide purchaser. AST shall be entitled to demand an open penalty surety bond satisfactory to AST holding AST, the Funds AST and the Company harmless. AST shall be entitled to demand payment of the premium and processing fee for such open penalty surety bond from the shareholder. AST, at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof without such indemnity; AST to perform required filing of regulatory (SIC and SEC) reports related to the recording, maintenance, and reporting of lost certificates.;
(q) Compute monthly or quarterly dividend payment, as the case may be, payment for each account as of the record date, balanced to the official share position;
(r) Prepare and transmit payments for dividends and other distributions, including annual capital gains distributions and any other special distributions, requested declared by the Company and declared by each FundCompany, provided good funds for said dividends or distributions are received by AST on prior to the morning of the payable scheduled mailing date for said dividends or distributions;
(s) Code lost accounts to suppress printing and mailing of checks in accordance with applicable policies and guidelines;
(t) Replace lost or stolen dividend checks at a shareholder's ’s request; and;
(u) Withhold taxes on dividends and other distributions at the appropriate rate when applicable.; and
(v) Prepare Administer an Investors Choice Direct Stock Purchase and deliver, not less frequently than on a calendar quarter basis, compliance reports to the Company containing volumes and service standards related to activities AST is performing. Reports shall be delivered in a format mutually agreed to between the Company and AST and provide the Company with the necessary data to meet its required oversight of service providers' responsibilitiesSale program (if requested).
2.02 The Company shall have the obligation to discharge all applicable escheat and notification obligations. Notwithstanding the foregoing, upon request, AST will assist the Company in discharging these obligations. AST should be responsible for all escheatment activities and abandoned property filings.
2.03 AST may, at its election, outsource any of the services to be provided hereunder, but shall retain ultimate responsibility for any of the services so provided. AST will notify the Company when a significant service(s) is outsourced.
2.04 AST may provide further services to, or on behalf of, the Company as may be agreed upon between the Company and AST.
2.05 AST represents and warrants that it is in, and will continue to be in, substantial compliance with all laws and regulations applicable to the services to be performed hereunder, including without limitation Section 17 of the Securities Exchange Act of 1934 Act (the "1934 Act") and rules thereunder ("Applicable Law"). AST represents and warrants that it is registered as a transfer agent with the Securities and Exchange Commission pursuant to Section 17 of the 1934 Act and hereby undertakes to maintain its registration so long as it provides services hereunder. In addition, AST shall provide to the Company, at the time of appointment and annually thereafter, a report on the accounting controls of AST under Rule 17Ad-13 under the 1934 Act as well such certifications of compliance as may be reasonably requested by the Company or the Funds from time to time.
Appears in 1 contract
Samples: Transfer Agency and Registrar Services Agreement (Washington Trust Bancorp Inc)
Standard Services. 2.01 In accordance with the procedures established from time to time by agreement between the Company and AST, AST shall provide the following services:
(a) Create and maintain shareholder accounts for all Shares;
(b) Provide online access capability for the Company's ’s personnel, including "“read-only" ” access to individual shareholder files;
(c) Review transfer documents and certificates for acceptability;
(d) Complete transfer debit and credit transactions;
(e) Provide for the original issuance of shares as directed by the Company;
(f) Maintain Treasury accounts in book entry;
(g) Furnish clear, simple, and detailed instructions to shareholders throughout the transfer process, as well as clear and concise written explanations of rejected transfers;
(h) Post transfers to the record system daily;
(i) Prepare a list of shareholders entitled to vote at the annual or any special meeting as requested by the Company;
(j) As required by the Companycompany, mail all proxy materials to shareholders of record as of the proxy record date or provide a list of the names (and other relevant information) of such shareholders of record to a designated third party for purposes of such mailing (it being understood, however, that production of such external files shall be billable as an expense at AST's ’s standard rates for the production of external tapes);
(k) Tabulate returned proxy cards unless the Company selects a third-party proxy tabulatorcards;
(l) Provide the company with access to shareholder voting records via online access or by written report, prior to each Fund's the Company’s annual or special meeting;
(m) Provide appropriate responses to electronic, telephonic and written inquiries from each Fund's the Company’s shareholders;
(n) Provide an 800 toll-free number and toll number in conjunction with an interactive telephone system capable of providing information and handling shareholder requests without talking to a representative;
(o) Prepare and submit appropriate tax and other reports required by State and Federal agencies, principal stock exchanges, and shareholders, as requested by the Company;
(p) Issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed, unless AST has received notice that such certificates were acquired by a bona fide purchaser. AST shall be entitled to demand an open penalty surety bond satisfactory to AST holding AST, the Funds AST and the Company harmless. AST shall be entitled to demand payment of the premium and processing fee for such open penalty surety bond from the shareholder. AST, at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof without such indemnity; AST to perform required filing of regulatory (SIC and SEC) reports related to the recording, maintenance, and reporting of lost certificates.;
(q) Compute monthly or quarterly dividend payment, as the case may be, payment for each account as of the record date, balanced to the official share position;
(r) Prepare and transmit payments for dividends and other distributions, including annual capital gains distributions and any other special distributions, requested declared by the Company and declared by each FundCompany, provided good funds for said dividends or distributions are received by AST on prior to the morning of the payable scheduled mailing date for said dividends or distributions;
(s) Code lost accounts to suppress printing and mailing of checks in accordance with applicable policies and guidelines;
(t) Replace lost or stolen dividend checks at a shareholder's ’s request; and
(u) Withhold taxes on dividends and other distributions at the appropriate rate when applicable.
(v) Prepare and deliver, not less frequently than on a calendar quarter basis, compliance reports to the Company containing volumes and service standards related to activities AST is performing. Reports shall be delivered in a format mutually agreed to between the Company and AST and provide the Company with the necessary data to meet its required oversight of service providers' responsibilities.
2.02 The Company shall have the obligation to discharge all applicable escheat and notification obligations. Notwithstanding the foregoing, upon request, AST will assist the Company in discharging these obligations. AST should be responsible for all escheatment activities and abandoned property filings.
2.03 AST may, at its election, outsource any of the services to be provided hereunder, but shall retain ultimate responsibility for any of the services so provided. AST will notify the Company when a significant service(s) is outsourced.
2.04 AST may provide further services to, or on behalf of, the Company as may be agreed upon between the Company and AST.
2.05 AST represents and warrants that it is in, and will continue to be in, substantial compliance with all laws and regulations applicable to the services to be performed hereunder, including without limitation Section 17 of the Securities Exchange Act of 1934 Act (the "1934 Act") and rules thereunder ("Applicable Law"). AST represents and warrants that it is registered as a transfer agent with the Securities and Exchange Commission pursuant to Section 17 of the 1934 Act and hereby undertakes to maintain its registration so long as it provides services hereunder. In addition, AST shall provide to the Company, at the time of appointment and annually thereafter, a report on the accounting controls of AST under Rule 17Ad-13 under the 1934 Act as well such certifications of compliance as may be reasonably requested by the Company or the Funds from time to time.
Appears in 1 contract
Samples: Transfer Agency and Registrar Services Agreement (Gabelli Global Deal Fund)
