SERVICE AGREEMENT
-----------------
THIS AGREEMENT made as of the 2nd day of January, 1992, between XXXXXXXXX
GLOBAL INCOME FUND, INC., a corporation organized under the laws of the State of
Maryland (hereinafter called "Company") and Mellon Securities Trust Company, a
New York Trust Company with its principal office at 000 Xxxxxxxx, Xxx Xxxx, Xxx
Xxxx (hereinafter called "Mellon").
WITNESSETH:
NOW THEREFORE, in consideration of the mutual covenants herein set forth,
the Company and Mellon agree as follows:
1. Mellon will be named as Transfer Agent, Registrar, and Dividend
Disbursement Agent for the Company.
2. All indemnities contained in the resolution of the Board of Directors of
the Company by which Mellon is appointed as Transfer Agent, Registrar and
Dividend Disbursement Agent for the Company shall remain in full force and
effect.
3. Attached to this Agreement and designated as "Schedule A" is a listing
of the services which Mellon agrees to provide to the Company.
4. It is agreed that Mellon will be compensated for its services to the
Company pursuant to this Agreement in accordance with the provisions of the Fee
Schedule which is attached hereto and designated as "Schedule B".
5. It is agreed between Mellon and the Company that the term of this
Agreement shall be for a period of not less than three years commencing on the
first day of the month following the date of the execution of this Agreement by
both Mellon and the Company.
6. It is understood that Mellon's fee will not be increased during the
period of this Agreement, provided however, that at the end of the initial (36)
month period of this Agreement and at the end of any subsequent (12) month
period such fees shall be adjusted by the annual percentage of change in the
average hourly earnings of office clerical workers (all industries) in the New
York/New Jersey Metropolitan Statistical Area as last reported by the Bureau of
Labor Statistics of the United States Department of Labor. In the event there is
an increase in the cost of performance of the services due to changes in
applicable regulations of any regulatory agencies, the amount of such cost shall
be paid by the Company. It is further provided that Mellon shall comply with all
applicable laws and regulations relating to pricing which may then be in effect.
7. These fees do not include out-of-pocket expenses such as stationery,
postage, forms or counsel fees, if any, nor services related to special work,
such as, stock dividends, mergers, tenders, acquisitions or other services not
presently being performed by Mellon as requested or authorized by the Company.
8. It is agreed that Mellon will xxxx the Company monthly for fees and
costs, expenses and disbursements, and that payment will be made by the Company
within thirty days of the date of the xxxx.
9. This Agreement may not be terminated prior to the expiration for any
reason except for unacceptable service performance by Mellon, or the non-payment
by the Company of Mellon's monthly bills within a period of the time deemed
reasonable by Mellon. Unacceptable service performance shall mean noncompliance
with the then current generally accepted service standards of the securities
transfer industry.
10. This Agreement may not be amended or modified in any manner except by a
written agreement by both Mellon and the Company with the same formality as this
Agreement.
11. During the last ninety days of this Agreement either Mellon or the
Company may by thirty days written notice to the other request that the terms
herein be renegotiated or the Agreement terminated. In the absence of such
written notification by either party to the other during such ninety day period,
this Agreement will automatically continue for an additional three year period
and subsequent three year periods thereafter under the same conditions.
12. This Agreement shall be governed by and construed, and interpreted in
accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement by
their duly authorized officers as of the day and year first above written.
MELLON SECURITIES TRUST COMPANY
Attest: /s/ Xxxxxx Xxxxx BY: /s/ Xxx X. Salmandro
----------------------------------- ------------------------
Title: Vice President Title: Assistant Secretary
Attest: /s/ Xxxxxx X. Mistle BY: /s/ Xxxxxx Xxxxxxxx
----------------------------------- ------------------------
Title: Secretary Title: Vice President
XXXXXXXXX GLOBAL INCOME FUND, INC.
"SCHEDULE A"
TRANSFER AGENT AND REGISTRATION SERVICES
-------- ----- --- ------------ --------
o Issuance and cancellation of certificates
o Checking of stop transfer notations
o Processing of legal transfers
o Issuance of shares upon exercise of stock options
o Replacing lost or stolen certificates
o Preparing and mailing of daily transfer sheets, including a Management
Summary Journal
o Processing of transfers for Depository Trust Company on FAST System (book
credit entries)
o Controlling supply of unissued certificates
o Filing of cancelled certificates and subsequent shipping to you.
o Countersigning and recording of certificates as Registrar
SHAREHOLDER RECORDS
----------- -------
o Maintain current account file/open new accounts
o Obtaining and maintaining taxpayer I.D. numbers pursuant to IDTCA rules and
regulations
o Posting of debits and credits including out-of-town transfers, if
applicable
o Set-up, maintenance, placing and releasing of stop transfer notations
o Processing changes of address/confirm to shareholder.
o Processing dividend payment orders (if appropriate)
o Shareholder correspondence including replacement of checks and
communications with the brokerage community
o Purge closed accounts annually and maintain on microfiche
o Notification of activity of certain stop transfer accounts (i.e. optionees
and participants of restricted awards)
o Code accounts with "bad addresses" to suppress future mailings
o Maintain beneficiary lists for XXX accounts provided by or through the
Company.
o Annual mailings of W-9 and W-8 forms to appropriate holders.
ANNUAL MEETING SERVICES are included in our "per shareholder" fee as follows:
XXXXXXXXX GLOBAL INCOME FUND, INC.
"SCHEDULE A"
o Mail Broker Dual Post Card to Broker/Nominee File or provide labels to
conduct search for number of sets of proxy materials required
o Furnish a certified list of shareholders promptly after the record date
o Prepare and mail proxy cards Annual Reports and Meeting notices to holders
o Tabulate proxies, provide daily reports and deliver proxies to company
o Prepare complete voted list for Meeting and periodic voted/unvoted listings
as required
o Provide Inspectors of Election, as needed, at Meeting
MISCELLANEOUS PRODUCTION SERVICES included in our per shareholder fee would be:
------------- ---------- --------
o Track VIP coded accounts and option share transfers
o Three mailings of quarterly reports or newsletters per annum or three sets
of mailing labels shipped to Company or Mailing House
Our per shareholder fee will include all Dividend Services such as follows:
o Issue, enclose and mail 12 dividends per year including one enclosure per
dividend
o Withhold 20% of gross payments on accounts missing TIN numbers
o Prepare 2 dividend listings
o Update 1099 and 1042 information and furnish necessary reports to the
government in addition to shareholders o Prepare and mail state share
and/or money reports (where applicable)
o Provide periodic reconciliation of dividend disbursement account and return
of unclaimed, unpaid dividend monies for Funds Returned to Principal
Reports. Forward to company for escheat purposes
o Issuance of year-end statements
o Provide Foreign Tax Credit Information to Shareholders at year end
o Withhold proper amounts in accordance with tax treaties on non-resident
alien accounts
XXXXXXXXX GLOBAL INCOME FUND, INC.
"SCHEDULE A"
DIVIDEND REINVESTMENT SERVICES
o Maintain "Book" entry accounts for all Dividend Reinvestment accounts
o Process quarterly/monthly buys, sales to accomodate investments, dividends
and liquidations and terminations
o Respond to all correspondence relative to Dividend Reinvestment
participants and activity
o Issue and mail monthly/quarterly statements to plan participants
o Report activity to Company as requested
TERMINATION OF TRANSFER AGENCY
------------------------------
o On the termination of a Transfer Agency there will be a charge of 15% of
the total fees billed for the full year preceding the effective date of the
termination, with a minimum of $350.00. This is for the work and
out-of-pocket expenses involved in rerouting certificates sent to us
because our name appears thereon as Transfer Agent and other administrative
and clerical work. On the termination of a Principal Transfer Agency within
two years from the effective date of appointment, an additional charge of
10% of the account maintenance fee billed for the full year preceding the
effective date of the termination will be made.
XXXXXXXXX GLOBAL INCOME FUND, INC.
SCHEDULE B
Per Shareholder Service Fee Annual Monthly
$10.29 $0.8582047
Certificate Issuance Rate $1.6253878
Dividend Reinvestment
Per Statement Mailed $1.9504653
Per Liquidation & Termination $5.00
The above charges are exclusive of out-of-pocket expenses for postage,
insurance, stationery, etc. Additional services required other than appearing on
"Schedule A" will be charged according to the basic current fee schedule.
