Exhibit 99.(k)(i)
Exhibit (k)(i) - transfer agency
STOCK TRANSFER AGENCY AGREEMENT
AGREEMENT, made as of ________________, by and between Madison/Claymore Covered
Call Fund, a statutory trust organized and existing under the laws of the State
of Delaware (hereinafter referred to as the "Customer"), and THE BANK OF NEW
YORK, a New York trust company (hereinafter referred to as the "Bank").
W I T N E S S E T H:
That for and in consideration of the mutual promises hereinafter set forth, the
parties hereto covenant and agree as follows:
DEFINITIONS
Whenever used in this Agreement, the following words and phrases shall have the
following meanings:
"Business Day" shall be deemed to be each day on which the Bank is open for
business.
"Certificate" shall mean any notice, instruction, or other instrument in
writing, authorized or required by this Agreement to be given to the Bank by the
Customer which is signed by any Officer, as hereinafter defined, and actually
received by the Bank.
"Officer" shall be deemed to be the Customer's Chief Executive Officer,
President, any Vice President, the Secretary, the Treasurer, the Controller, any
Assistant Treasurer, and any Assistant Secretary duly authorized by the Board of
Directors of the Customer to execute any Certificate, instruction, notice or
other instrument on behalf of the Customer and named in a Certificate, as such
Certificate may be amended from time to time.
"Shares" shall mean all or any part of each class of the shares of capital stock
of the Customer which from time to time are authorized and/or issued by the
Customer and identified in a Certificate of the Secretary of the Customer under
corporate seal, as such Certificate may be amended from time to time, with
respect to which the Bank is to act hereunder.
APPOINTMENT OF BANK
The Customer hereby constitutes and appoints the Bank as its agent to perform
the services described herein and as more particularly described in Schedule I
attached hereto (the "Services"), and the Bank hereby accepts appointment as
such agent and agrees to perform the Services in accordance with the terms
hereinafter set forth.
In connection with such appointment, the Customer shall deliver the following
documents to the Bank:
A certified copy of the Certificate of Incorporation or other document
evidencing the Customer's form of organization (the "Charter") and all
amendments thereto;
A certified copy of the By-Laws of the Customer;
A certified copy of a resolution of the Board of Directors of the Customer
appointing the Bank to perform the Services and authorizing the execution and
delivery of this Agreement;
A Certificate signed by the Secretary of the Customer specifying: the number of
authorized Shares, the number of such authorized Shares issued and currently
outstanding, and the names and specimen signatures of all persons duly
authorized by the Board of Directors of the Customer to execute any Certificate
on behalf of the Customer, as such Certificate may be amended from time to time;
A Specimen Share certificate for each class of Shares in the form approved by
the Board of Directors of the Customer, together with a Certificate signed by
the Secretary of the Customer as to such approval and covenanting to supply a
new such Certificate and specimen whenever such form shall change;
An opinion of counsel for the Customer, in a form satisfactory to the Bank, with
respect to the validity of the authorized and outstanding Shares, the obtaining
of all necessary governmental consents, whether such Shares are fully paid and
non-assessable and the status of such Shares under the Securities Act of 1933,
as amended, and any other applicable law or regulation (I.E., if subject to
registration, that they have been registered and that the Registration Statement
has become effective or, if exempt, the specific grounds therefor);
A list of the name, address, social security or taxpayer identification number
of each Shareholder, number of Shares owned, certificate numbers, and whether
any "stops" have been placed; and
An opinion of counsel for the Customer, in a form satisfactory to the Bank, with
respect to the due authorization by the Customer and the validity and
effectiveness of the use of facsimile signatures by the Bank in connection with
the countersigning and registering of Share certificates of the Customer.
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The Customer shall furnish the Bank with a sufficient supply of blank Share
certificates and from time to time will renew such supply upon request of the
Bank. Such blank Share certificates shall be properly signed, by facsimile or
otherwise, by Officers of the Customer authorized by law or by the By-Laws to
sign Share certificates, and, if required, shall bear the corporate seal or a
facsimile thereof.
AUTHORIZATION AND ISSUANCE OF SHARES
The Customer shall deliver to the Bank the following documents on or before the
effective date of any increase, decrease or other change in the total number of
Shares authorized to be issued:
A certified copy of the amendment to the Charter giving effect to such increase,
decrease or change;
An opinion of counsel for the Customer, in a form satisfactory to the Bank, with
respect to the validity of the Shares, the obtaining of all necessary
governmental consents, whether such Shares are fully paid and non-assessable and
the status of such Shares under the Securities Act of 1933, as amended, and any
other applicable federal law or regulations (I.E., if subject to registration,
that they have been registered and that the Registration Statement has become
effective or, if exempt, the specific grounds therefor); and
In the case of an increase, if the appointment of the Bank was theretofore
expressly limited, a certified copy of a resolution of the Board of Directors of
the Customer increasing the authority of the Bank.
Prior to the issuance of any additional Shares pursuant to stock dividends,
stock splits or otherwise, and prior to any reduction in the number of Shares
outstanding, the Customer shall deliver the following documents to the Bank:
A certified copy of the resolutions adopted by the Board of Directors and/or the
shareholders of the Customer authorizing such issuance of additional Shares of
the Customer or such reduction, as the case may be;
A certified copy of the order or consent of each governmental or regulatory
authority required by law as a prerequisite to the issuance or reduction of such
Shares, as the case may be, and an opinion of counsel for the Customer that no
other order or consent is required; and
An opinion of counsel for the Customer, in a form satisfactory to the Bank, with
respect to the validity of the Shares, the obtaining of all necessary
governmental consents, whether such Shares are fully paid and non-assessable and
the status of such Shares under the Securities Act of 1933, as amended, and any
other applicable law or regulation (I.E., if subject to registration, that they
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have been registered and that the Registration Statement has become effective,
or, if exempt, the specific grounds therefor).
RECAPITALIZATION OR CAPITAL ADJUSTMENT
In the case of any negative stock split, recapitalization or other capital
adjustment requiring a change in the form of Share certificates, the Bank will
issue Share certificates in the new form in exchange for, or upon transfer of,
outstanding Share certificates in the old form, upon receiving:
A Certificate authorizing the issuance of Share certificates in the new form;
A certified copy of any amendment to the Charter with respect to the change;
Specimen Share certificates for each class of Shares in the new form approved by
the Board of Directors of the Customer, with a Certificate signed by the
Secretary of the Customer as to such approval;
A certified copy of the order or consent of each governmental or regulatory
authority required by law as a prerequisite to the issuance of the Shares in the
new form, and an opinion of counsel for the Customer that the order or consent
of no other governmental or regulatory authority is required; and
An opinion of counsel for the Customer, in a form satisfactory to the Bank, with
respect to the validity of the Shares in the new form, the obtaining of all
necessary governmental consents, whether such Shares are fully paid and
non-assessable and the status of such Shares under the Securities Act of 1933,
as amended, and any other applicable law or regulation (I.E., if subject to
registration, that the Shares have been registered and that the Registration
Statement has become effective or, if exempt, the specific grounds therefor).
The Customer shall furnish the Bank with a sufficient supply of blank Share
certificates in the new form, and from time to time will replenish such supply
upon the request of the Bank. Such blank Share certificates shall be properly
signed, by facsimile or otherwise, by Officers of the Customer authorized by law
or by the By-Laws to sign Share certificates and, if required, shall bear the
corporate seal or a facsimile thereof.
ISSUANCE AND TRANSFER OF SHARES
The Bank will issue Share certificates upon receipt of a Certificate from an
Officer, but shall not be required to issue Share certificates after it has
received from an appropriate federal or state authority written notification
that the sale of Shares has been suspended or discontinued, and the Bank shall
be entitled to rely upon such written notification. The Bank shall not be
responsible for the payment of any original issue or other taxes required to be
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paid by the Customer in connection with the issuance of any Shares.
Shares will be transferred upon presentation to the Bank of Share certificates
in form deemed by the Bank properly endorsed for transfer, accompanied by such
documents as the Bank deems necessary to evidence the authority of the person
making such transfer, and bearing satisfactory evidence of the payment of
applicable stock transfer taxes. In the case of small estates where no
administration is contemplated, the Bank may, when furnished with an appropriate
surety bond, and without further approval of the Customer, transfer Shares
registered in the name of the decedent where the current market value of the
Shares being transferred does not exceed such amount as may from time to time be
prescribed by the various states. The Bank reserves the right to refuse to
transfer Shares until it is satisfied that the endorsements on Share
certificates are valid and genuine, and for that purpose it may require, unless
otherwise instructed by an Officer of the Customer, a guaranty of signature by
an "eligible guarantor institution" meeting the requirements of the Bank, which
requirements include membership or participation in STAMP or such other
"signature guarantee program" as may be determined by the Bank in addition to,
or in substitution for, STAMP, all in accordance with the Securities Exchange
Act of 1934, as amended. The Bank also reserves the right to refuse to transfer
Shares until it is satisfied that the requested transfer is legally authorized,
and it shall incur no liability for the refusal in good faith to make transfers
which the Bank, in its judgment, deems improper or unauthorized, or until it is
satisfied that there is no basis to any claims adverse to such transfer. The
Bank may, in effecting transfers of Shares, rely upon those provisions of the
Uniform Act for the Simplification of Fiduciary Security Transfers or the
Uniform Commercial Code, as the same may be amended from time to time,
applicable to the transfer of securities, and the Customer shall indemnify the
Bank for any act done or omitted by it in good faith in reliance upon such laws.
All certificates representing Shares that are subject to restrictions on
transfer (E.G., securities acquired pursuant to an investment representation,
securities held by controlling persons, securities subject to stockholders'
agreement, etc.), shall be stamped with a legend describing the extent and
conditions of the restrictions or referring to the source of such restrictions.
The Bank assumes no responsibility with respect to the transfer of restricted
securities where counsel for the Customer advises that such transfer may be
properly effected.
DIVIDENDS AND DISTRIBUTIONS
The Customer shall furnish to the Bank a copy of a resolution of its Board of
Directors, certified by the Secretary or any Assistant Secretary, either (i)
setting forth the date of the declaration of a dividend or distribution, the
date of accrual or payment, as the case may be, the record date as of which
shareholders entitled to payment, or accrual, as the case may be, shall be
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determined, the amount per Share of such dividend or distribution, the payment
date on which all previously accrued and unpaid dividends are to be paid, and
the total amount, if any, payable to the Bank on such payment date, or (ii)
authorizing the declaration of dividends and distributions on a periodic basis
and authorizing the Bank to rely on a Certificate setting forth the information
described in subsection (i) of this paragraph.
Prior to the payment date specified in such Certificate or resolution, as the
case may be, the Customer shall, in the case of a cash dividend or distribution,
pay to the Bank an amount of cash, sufficient for the Bank to make the payment,
specified in such Certificate or resolution, to the shareholders of record as of
such payment date. The Bank will, upon receipt of any such cash, (i) in the case
of shareholders who are participants in a dividend reinvestment and/or cash
purchase plan of the Customer, reinvest such cash dividends or distributions in
accordance with the terms of such plan, and (ii) in the case of shareholders who
are not participants in any such plan, make payment of such cash dividends or
distributions to the shareholders of record as of the record date by mailing a
check, payable to the registered shareholder, to the address of record or
dividend mailing address. The Bank shall not be liable for any improper payment
made in accordance with a Certificate or resolution described in the preceding
paragraph. If the Bank shall not receive sufficient cash prior to the payment
date to make payments of any cash dividend or distribution pursuant to
subsections (i) and (ii) above to all shareholders of the Customer as of the
record date, the Bank shall, upon notifying the Customer, withhold payment to
all shareholders of the Customer as of the record date until sufficient cash is
provided to the Bank.
It is understood that the Bank shall in no way be responsible for the
determination of the rate or form of dividends or distributions due to the
shareholders.
It is understood that the Bank shall file such appropriate information returns
concerning the payment of dividends and distributions with the proper federal,
state and local authorities as are required by law to be filed by the Customer
but shall in no way be responsible for the collection or withholding of taxes
due on such dividends or distributions due to shareholders, except and only to
the extent required of it by applicable law.
CONCERNING THE CUSTOMER
The Customer shall promptly deliver to the Bank written notice of any change in
the Officers authorized to sign Share certificates, Certificates, notifications
or requests, together with a specimen signature of each new Officer. In the
event any Officer who shall have signed manually or whose facsimile signature
shall have been affixed to blank Share certificates shall die, resign or be
removed prior to issuance of such Share certificates, the Bank may issue such
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Share certificates as the Share certificates of the Customer notwithstanding
such death, resignation or removal, and the Customer shall promptly deliver to
the Bank such approvals, adoptions or ratifications as may be required by law.
Each copy of the Charter of the Customer and copies of all amendments thereto
shall be certified by the Secretary of State (or other appropriate official) of
the state of incorporation, and if such Charter and/or amendments are required
by law also to be filed with a county or other officer or official body, a
certificate of such filing shall be filed with a certified copy submitted to the
Bank. Each copy of the By-Laws and copies of all amendments thereto, and copies
of resolutions of the Board of Directors of the Customer, shall be certified by
the Secretary or an Assistant Secretary of the Customer under the corporate
seal.
Customer hereby represents and warrants:
It is a statutory trust duly organized and validly existing under the laws of
Delaware.
This Agreement has been duly authorized, executed and delivered on its behalf
and constitutes the legal, valid and binding obligation of Customer. The
execution, delivery and performance of this Agreement by Customer do not and
will not violate any applicable law or regulation and do not require the consent
of any governmental or other regulatory body except for such consents and
approvals as have been obtained and are in full force and effect.
CONCERNING THE BANK
The Bank shall not be liable and shall be fully protected in acting upon any
writing or document reasonably believed by it to be genuine and to have been
given, signed or made by the proper person or persons and shall not be held to
have any notice of any change of authority of any person until receipt of
written notice thereof from an Officer of the Customer. It shall also be
protected in processing Share certificates which it reasonably believes to bear
the proper manual or facsimile signatures of the duly authorized Officer or
Officers of the Customer and the proper countersignature of the Bank.
The Bank may establish such additional procedures, rules and regulations
governing the transfer or registration of Share certificates as it may deem
advisable and consistent with such rules and regulations generally adopted by
bank transfer agents.
The Bank may keep such records as it deems advisable but not inconsistent with
resolutions adopted by the Board of Directors of the Customer. The Bank may
deliver to the Customer from time to time at its discretion, for safekeeping or
disposition by the Customer in accordance with law, such records, papers, Share
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certificates which have been cancelled in transfer or exchange and other
documents accumulated in the execution of its duties hereunder as the Bank may
deem expedient, other than those which the Bank is itself required to maintain
pursuant to applicable laws and regulations, and the Customer shall assume all
responsibility for any failure thereafter to produce any record, paper,
cancelled Share certificate or other document so returned, if and when required.
The records maintained by the Bank pursuant to this paragraph which have not
been previously delivered to the Customer pursuant to the foregoing provisions
of this paragraph shall be considered to be the property of the Customer, shall
be made available upon request for inspection by the Officers, employees and
auditors of the Customer, and shall be delivered to the Customer upon request
and in any event upon the date of termination of this Agreement, as specified in
Article IX of this Agreement, in the form and manner kept by the Bank on such
date of termination or such earlier date as may be requested by the Customer.
The Bank may employ agents or attorneys-in-fact at the expense of the Customer
to perform its obligations hereunder, and shall not be liable for any loss or
expense arising out of, or in connection with, the actions or omissions to act
of its agents or attorneys-in-fact, so long as the Bank acts in good faith and
without negligence or willful misconduct in connection with the selection of
such agents or attorneys-in-fact.
The Bank shall only be liable for any loss or damage arising out of its own
negligence or willful misconduct, provided, however, that the Bank shall not be
liable for any indirect, special, punitive or consequential damages.
The Customer shall indemnify and hold harmless the Bank from and against any and
all claims (whether with or without basis in fact or law), costs, demands,
expenses and liabilities, including reasonable attorney's fees, which the Bank
may sustain or incur or which may be asserted against the Bank except for any
liability which the Bank has assumed pursuant to the immediately preceding
section. The Bank shall be deemed not to have acted with negligence and not to
have engaged in willful misconduct by reason of or as a result of any action
taken or omitted to be taken by the Bank without its own negligence or willful
misconduct in reliance upon (i) any provision of this Agreement, (ii) any
instrument, order or Share certificate reasonably believed by it to be genuine
and to be signed, countersigned or executed by any duly authorized Officer of
the Customer, (iii) any Certificate or other written instructions of an Officer,
(iv) any opinion of legal counsel for the Customer or the Bank, or (v) any law,
act, regulation or any interpretation of the same even though such law, act, or
regulation may thereafter have been altered, changed, amended or repealed.
Nothing contained herein shall limit or in any way impair the right of the Bank
to indemnification under any other provision of this Agreement.
Specifically, but not by way of limitation, the Customer shall indemnify and
hold harmless the Bank from and against any and all claims (whether with or
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without basis in fact or law), costs, demands, expenses and liabilities,
including reasonable attorney's fees, of any and every nature which the Bank may
sustain or incur or which may be asserted against the Bank in connection with
the genuineness of a Share certificate, the Bank's due authorization by the
Customer to issue Shares and the form and amount of authorized Shares.
The Bank shall not incur any liability hereunder if by reason of any act of God
or war or other circumstances beyond its control, it, or its employees, officers
or directors shall be prevented, delayed or forbidden from, or be subject to any
civil or criminal penalty on account of, doing or performing any act or thing
which by the terms of this Agreement it is provided shall be done or performed
or by reason of any nonperformance or delay, caused as aforesaid, in the
performance of any act or thing which by the terms of this Agreement it is
provided shall or may be done or performed.
At any time the Bank may apply to an Officer of the Customer for written
instructions with respect to any matter arising in connection with the Bank's
duties and obligations under this Agreement, and the Bank shall not be liable
for any action taken or omitted to be taken by the Bank in good faith in
accordance with such written instructions. Such application by the Bank for
instructions from an Officer of the Customer may, at the option of the Bank, set
forth in writing any action proposed to be taken or omitted to be taken by the
Bank with respect to its duties or obligations under this Agreement and the date
on and/or after which such action shall be taken, and the Bank shall not be
liable for any action taken or omitted to be taken in accordance with a proposal
included in any such application on or after the date specified therein unless,
prior to taking or omitting to take any such action, the Bank has received
written instructions in response to such application specifying the action to be
taken or omitted. The Bank may consult counsel to the Customer or its own
counsel, at the expense of the Customer, and shall be fully protected with
respect to anything done or omitted by it in good faith in accordance with the
opinion of such counsel.
When mail is used for delivery of non-negotiable Share certificates, the value
of which does not exceed the limits of the Bank's Blanket Bond, the Bank shall
send such non-negotiable Share certificates by first class mail, and such
deliveries will be covered while in transit by the Bank's Blanket Bond.
Non-negotiable Share certificates, the value of which exceed the limits of the
Bank's Blanket Bond, will be sent by insured registered mail. Negotiable Share
certificates will be sent by insured registered mail. The Bank shall advise the
Customer of any Share certificates returned as undeliverable after being mailed
as herein provided for.
The Bank may issue new Share certificates in place of Share certificates
represented to have been lost, stolen or destroyed upon receiving instructions
in writing from an Officer and indemnity satisfactory to the Bank. Such
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instructions from the Customer shall be in such form as approved by the Board of
Directors of the Customer in accordance with applicable law or the By-Laws of
the Customer governing such matters. If the Bank receives written notification
from the owner of the lost, stolen or destroyed Share certificate within a
reasonable time after he has notice of it, the Bank shall promptly notify the
Customer and shall act pursuant to written instructions signed by an Officer. If
the Customer receives such written notification from the owner of the lost,
stolen or destroyed Share certificate within a reasonable time after he has
notice of it, the Customer shall promptly notify the Bank and the Bank shall act
pursuant to written instructions signed by an Officer. The Bank shall not be
liable for any act done or omitted by it pursuant to the written instructions
described herein. The Bank may issue new Share certificates in exchange for, and
upon surrender of, mutilated Share certificates.
The Bank will issue and mail subscription warrants for Shares, Shares
representing stock dividends, exchanges or splits, or act as conversion agent
upon receiving written instructions from an Officer and such other documents as
the Bank may deem necessary.
The Bank will supply shareholder lists to the Customer from time to time upon
receiving a request therefor from an Officer of the Customer.
In case of any requests or demands for the inspection of the shareholder records
of the Customer, the Bank will notify the Customer and endeavor to secure
instructions from an Officer as to such inspection. The Bank reserves the right,
however, to exhibit the shareholder records to any person whenever it is advised
by its counsel that there is a reasonable likelihood that the Bank will be held
liable for the failure to exhibit the shareholder records to such person.
At the request of an Officer, the Bank will address and mail such appropriate
notices to shareholders as the Customer may direct.
Notwithstanding any provisions of this Agreement to the contrary, the Bank shall
be under no duty or obligation to inquire into, and shall not be liable for:
The legality of the issue, sale or transfer of any Shares, the sufficiency of
the amount to be received in connection therewith, or the authority of the
Customer to request such issuance, sale or transfer;
The legality of the purchase of any Shares, the sufficiency of the amount to be
paid in connection therewith, or the authority of the Customer to request such
purchase;
The legality of the declaration of any dividend by the Customer, or the legality
of the issue of any Shares in payment of any stock dividend; or
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The legality of any recapitalization or readjustment of the Shares.
The Bank shall be entitled to receive and the Customer hereby agrees to pay to
the Bank for its performance hereunder (i) out-of-pocket expenses (including
legal expenses and attorney's fees) incurred in connection with this Agreement
and its performance hereunder, and (ii) the compensation for services as set
forth in Schedule I.
The Bank shall not be responsible for any money, whether or not represented by
any check, draft or other instrument for the payment of money, received by it on
behalf of the Customer, until the Bank actually receives and collects such
funds.
In no event shall the Bank be required to accept or act upon any oral
instructions; regardless of the circumstances.
The Bank shall have no duties or responsibilities whatsoever except such duties
and responsibilities as are specifically set forth in this Agreement, and no
covenant or obligation shall be implied against the Bank in connection with this
Agreement.
TERMINATION
Either of the parties hereto may terminate this Agreement by giving to the other
party a notice in writing specifying the date of such termination, which shall
be not less than 30 days after the date of receipt of such notice. In the event
such notice is given by the Customer, it shall be accompanied by a copy of a
resolution of the Board of Directors of the Customer, certified by its
Secretary, electing to terminate this Agreement and designating a successor
transfer agent or transfer agents. In the event such notice is given by the
Bank, the Customer shall, on or before the termination date, deliver to the Bank
a copy of a resolution of its Board of Directors certified by its Secretary
designating a successor transfer agent or transfer agents. In the absence of
such designation by the Customer, the Bank may designate a successor transfer
agent. If the Customer fails to designate a successor transfer agent and if the
Bank is unable to find a successor transfer agent, the Customer shall, upon the
date specified in the notice of termination of this Agreement and delivery of
the records maintained hereunder, be deemed to be its own transfer agent and the
Bank shall thereafter be relieved of all duties and responsibilities hereunder.
Upon termination hereof, the Customer shall pay to the Bank such compensation as
may be due to the Bank as of the date of such termination, and shall reimburse
the Bank for any disbursements and expenses made or incurred by the Bank and
payable or reimbursable hereunder.
MISCELLANEOUS
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The indemnities contained herein shall be continuing obligations of the
Customer, its successors and assigns, notwithstanding the termination of this
Agreement.
Any notice or other instrument in writing, authorized or required by this
Agreement to be given to the Customer shall be sufficiently given if addressed
to the Customer and mailed or delivered to it at 1065 Avenue of the Xxxxxxxx,
00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxx, or at such other
place as the Customer may from time to time designate in writing.
Any notice or other instrument in writing, authorized or required by this
Agreement to be given to the Bank shall be sufficiently given if addressed to
the Bank and mailed or delivered to it at its office at 000 Xxxxxxx Xxxxxx
(00X), Xxx Xxxx, Xxx Xxxx 00000 or at such other place as the Bank may from time
to time designate in writing.
This Agreement may not be amended or modified in any manner except by a written
agreement duly authorized and executed by both parties. Any duly authorized
Officer may amend any Certificate naming Officers authorized to execute and
deliver Certificates, instructions, notices or other instruments, and the
Secretary or any Assistant Secretary may amend any Certificate listing the
shares of capital stock of the Customer for which the Bank performs Services
hereunder.
This Agreement shall extend to and shall be binding upon the parties hereto and
their respective successors and assigns; provided, however, that this Agreement
shall not be assignable by either party without the prior written consent of the
other party, and provided, further, that any reorganization, merger,
consolidation, or sale of assets, by the Bank shall not be deemed to constitute
an assignment of this Agreement.
This Agreement shall be governed by and construed in accordance with the laws of
the State of New York. The parties agree that, all actions and proceedings
arising out of this Agreement or any of the transactions contemplated hereby,
shall be brought in the United States District Court for the Southern District
of New York or in a New York State Court in the County of New York and that, in
connection with any such action or proceeding, submit to the jurisdiction of,
and venue in, such court. Each of the parties hereto also irrevocably waives all
right to trial by jury in any action, proceeding or counterclaim arising out of
this Agreement or the transactions contemplated hereby.
This Agreement may be executed in any number of counterparts each of which shall
be deemed to be an original; but such counterparts, together, shall constitute
only one instrument.
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The provisions of this Agreement are intended to benefit only the Bank and the
Customer, and no rights shall be granted to any other person by virtue of this
Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective corporate officers, thereunto duly authorized and their
respective corporate seals to be hereunto affixed, as of the day and year first
above written.
Attest:
------------------------------------
By:
--------------------------- ----------------------------------
Name: Name:
Title: Title:
Attest: THE BANK OF NEW YORK
By:
--------------------------- ----------------------------------
Name:
----------------------------
Title:
----------------------------
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SCHEDULE I
1. Distribution Payments via check or ACH
2. Provide customer distribution statements
3. Reinvestement Service through DTC's DRP program
4. Issue shares as part of underwriting process
5. Issue Certificates of ownership
6. Track physical and book entry positions
7. Perform OFAC reviews
8. Observe state escheatment laws regarding abandoned property
9. Observe all privacy rulings
10. Distribute tax information and provide 1099s to registered holders
11. Provide proxy services for shareholder voting
12. Provide all transfer agency services within established SEC guidelines
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NON-PROFILE
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STOCK TRANSFER AGENCY AGREEMENT
between
----------------
and
THE BANK OF NEW YORK
Dated as of _________
ACCOUNT NUMBER(S) [________________]
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