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EXHIBIT 99.13
NUVEEN FLAGSHIP MULTISTATE TRUST II
TRANSFER AGENCY AGREEMENT
This agreement is made as of the XXst day of XXXX, 0000, between NUVEEN
FLAGSHIP MULTISTATE TRUST II, a Massachusetts business trust having its
principal office and place of business at 000 Xxxx Xxxxxx Xxxxx, Xxxxxxx,
Xxxxxxxx 00000, on behalf of the eight series named NUVEEN CALIFORNIA
MUNICIPAL BOND FUND, NUVEEN CALIFORNIA INSURED MUNICIPAL BOND FUND, NUVEEN
MASSACHUSETTS MUNICIPAL BOND FUND, NUVEEN MASSACHUSETTS INSURED MUNICIPAL BOND
FUND, NUVEEN NEW YORK INSURED MUNICIPAL BOND FUND, NUVEEN FLAGSHIP NEW YORK
MUNICIPAL BOND FUND, NUVEEN FLAGSHIP NEW JERSEY MUNICIPAL BOND FUND, NUVEEN
FLAGSHIP NEW JERSEY INTERMEDIATE MUNICIPAL BOND FUND (hereinafter referred to
as the "Fund"), and SHAREHOLDER SERVICES, INC., a Colorado corporation having
its place of business at 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000
(hereinafter referred to as the "Transfer Agent").
In consideration of the mutual promises hereinafter set forth, the parties
hereto covenant and agree as follows:
ARTICLE 1
DEFINITIONS
Whenever used in this Agreement, the following words and phrases shall
have the following meanings:
1.1 "Approved Institution" shall mean a broker-dealer, broker, bank or
other entity named in a Certificate, as hereinafter defined, and having
account(s) in the Trust or the Distributor or an agent it appoints, in each
case acting on behalf of the Fund for the benefit of its clients. From time to
time the Fund may amend a previously delivered Certificate by delivering to the
Transfer Agent a Certificate naming an additional entity as an Approved
Institution or deleting any entity named as an Approved Institution in a
previously delivered Certificate.
1.2 "Business Day" shall mean each day on which the New York Stock
Exchange is open for trading.
1.3 "Certificate" shall mean any notice, instruction, or other instrument
in writing, authorized or required by this Agreement to be given to the
Transfer Agent by the Fund and which is signed by any Officer, as hereinafter
defined, and actually received by the Transfer Agent. "Certificate" shall also
include any notice submitted to the Transfer Agent by electronic or telephone
transmission, reasonably believed by the Transfer Agent to be genuine and to
have been properly made, signed or authorized by an Officer.
1.4 "Computer Tape" shall mean any computer/electromagnetic tape or
transmission transmitted by an Approved Institution, via a remote terminal or
other similar link, into a data
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processing, storage, or collection system or similar system (the "System"),
located on the Transfer Agent's premises. For purposes of Section 5.1, such
Computer Tape shall be deemed to have been furnished at such times as are
agreed upon from time to time by the Transfer Agent and Fund only if the
information reflected thereon was input into the system at such times as are
agreed upon from time to time by the Transfer Agent and the Fund.
1.5 "Custodian" shall mean, with respect to the Fund, Chase Manhattan Bank
of New York as custodian under the terms and conditions of the Custody
Agreement between the Custodian and the Fund, or in any case any successor(s)
to such Custodian performing similar functions for or on behalf of the Fund.
1.6 "Direct Accounts" means accounts registered in the name(s) of
shareholders other than Approved Institutions.
1.7 "Distributor" shall mean Xxxx Nuveen & Co. Incorporated (hereinafter
referred to as "Nuveen & Co."), as distributor under the terms and conditions
of the Distributor's Contract between the Fund and Nuveen & Co., wherein Nuveen
& Co. has the exclusive right to sell shares of the Fund to investors against
orders therefor at net asset value, or any successor(s) to Nuveen & Co.
performing a similar function for or on behalf of the Fund.
1.8 "Effective Date" shall mean ______________or the date the Fund begins
operations.
1.9 "Series" shall mean each individual portfolio of the Fund covered by
this agreement, if any, each being a separate portfolio of securities and other
assets, interests in which are represented by a separate series of the Fund's
shares, and such terms shall include any other such portfolio that may be
created for which the Transfer Agent agrees to act as transfer agent pursuant
to Article 10 of this Agreement.
1.10 "Officer" shall mean the Fund's Chairman of the Board, President, any
Vice President, Secretary, any Assistant Secretary, Treasurer, any Assistant
Treasurer and any other person duly authorized by the Board of Trustees of the
Fund to execute or give any Certificate on behalf of the Fund and named in the
Certificate annexed hereto as Appendix A, as such Certificate may be amended
from time to time.
1.11 "Prospectus" shall mean the most current Fund prospectus and
statement of additional information relating to the Shares, actually received
by the Transfer Agent from the Fund and shall include to the extent applicable,
shares designated as comprising any and all classes of any series of the Fund.
1.12 "Shares" shall mean full or fractional shares comprising all or any
part of each series representing the beneficial interest in the Fund and shall
include to the extent applicable, shares designated as comprising any and all
classes of any series of the Fund.
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ARTICLE 2
APPOINTMENT OF TRANSFER AGENT
2.1 The Fund hereby constitutes and appoints the Transfer Agent as
transfer agent of the Shares of the Fund and as dividend disbursing agent for
the Fund during the term of this Agreement.
2.2 The Transfer Agent hereby accepts appointment as transfer agent and
dividend disbursing agent and agrees to perform the duties hereinafter set
forth.
2.3. In connection with such appointment, upon or prior to executing this
Agreement, the Fund shall deliver to the Transfer Agent such of the following
as have not already been furnished to the Transfer Agent:
(a) A copy of the Declaration of Trust of the Fund and all amendments
thereto certified by the Secretary of the Fund;
(b) A copy of the By-Laws of the Fund certified by the Secretary of the
Fund;
(c) A copy of resolutions of the Board of Trustees of the Fund, certified
by the Secretary of the Fund, authorizing the execution of this Transfer Agency
Agreement;
(d) A Certificate signed by the Secretary of the Fund specifying the names
and specimen signatures of the Officers of the Fund;
(e) Specimen Share certificates for Shares of each series of the Fund in
the form approved by the Board of Trustees of the Fund, together with a
certificate signed by the Secretary of the Fund as to such approval;
(f) Copies of the most recently filed Post-Effective Amendment to the
Fund's Registration Statement, filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, and under the
Investment Company Act of 1940, as amended, together with any applications for
exemptive relief from any of the provisions of such laws filed by the Fund and
the record of any formal action of the Securities and Exchange Commission with
respect to all such applications; and
(g) Opinion of Counsel for the Fund to the effect that (1) beneficial
interest in each Fund is divided into an unlimited number of shares of
beneficial interest, (2) the issue and sale of the Fund's authorized but
unissued Shares have been duly authorized under Massachusetts law, (3) the
outstanding Shares are fully paid and non-assessable and (4) upon the issue and
sale of any authorized and unissued Shares and upon receipt of the authorized
consideration therefor in an amount not less than either the Shares' net asset
value or par value, if any, established and in force at the time of their sale,
the Fund Shares so issued will be validly issued, fully paid and
non-assessable.
2.4. The Fund shall either (a) furnish the Transfer Agent with sufficient
supplies of blank share certificates in the form approved from time to time by
the Board of Trustees of the Fund, and from time to time will renew such
supplies upon request of the Transfer Agent, or (b) authorize the Transfer
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Agent to itself create laser-printed Share certificates in the form approved
by the Board of Trustees of the Fund. Any such blank Share certificates
shall be properly signed, by facsimile or otherwise, by authorized
Officers and, if required, shall bear the seal of the Fund or a facsimile
thereof. Notwithstanding the death, resignation or removal of any Officer
authorized to sign such Share certificates, the Transfer Agent may continue to
countersign and issue Share certificates bearing such Officer's signature until
otherwise directed by the Fund. The Fund agrees to indemnify and exonerate,
save and hold the Transfer Agent harmless, from and against any and all claims
or demands that may be asserted against the Transfer Agent with respect to the
genuineness of any Share certificate supplied to the Transfer Agent by the Fund
pursuant to this Agreement.
ARTICLE 3
AUTHORIZATION AND ISSUANCE OF SHARES
3.1. The Transfer Agent shall maintain records of accounts evidencing
ownership of Shares as provided in this Agreement and in the Fund's Prospectus
and, subject to the terms and conditions of this Agreement, when requested
shall countersign, record, issue, and deliver certificates for Shares both upon
original issue and transfer. Evidence of the ownership of Shares shall be
maintained on the Transfer Agent's records in book (uncertificated) form, or,
if requested by an Approved Institution (or the Distributor or its agent acting
on behalf of such Approved Institution) or shareholder, share certificates
shall be issued, subject to the provisions of Article 5 hereof, to evidence the
ownership of Shares.
3.2. Prior to the issuance of any Shares pursuant to Share splits and
prior to any reduction in the number of Shares outstanding, the Fund shall
deliver the following documents to the Transfer Agent:
(a) A copy of the resolution(s) adopted by the Board of Trustees of the
Fund and/or the shareholders of the relevant Fund, certified by the Secretary
of the Fund, authorizing such issuance of additional Shares of such Fund or
such reduction, as the case may be;
(b) In the case of the issuance of Shares, an opinion of counsel for the
Fund with respect to matters set forth in Section 2.3(g) hereof as to such
shares; and
(c) Such additional documents as the Transfer Agent may reasonable
request.
ARTICLE 4
RECAPITALIZATION OR CAPITAL ADJUSTMENT
4.1. In the case of any Share split, recapitalization or other capital
adjustment, the Transfer Agent will, in the case of accounts represented by
uncertificated Shares, cause the account records to be adjusted, as necessary,
to reflect the number of Shares held for the account of each such shareholder
as a result of such adjustment, or, in the case of Shares represented by
certificates, will, if so instructed by the Fund, issue revised Share
certificates in exchange for, or upon transfer of, outstanding Share
certificates in the old form, in either case upon receiving:
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(a) A Certificate authorizing the issuance of revised Share certificates
and any other action required to be taken by the Transfer Agent in connection
with any such split, recapitalization or other capital adjustment;
(b) A copy of any amendment to the Declaration of Trust of the Fund,
certified by the Secretary of the Fund, with respect to the adjustment;
(c) Specimen Share certificates in the revised form approved by the Board
of Trustees of the Fund;
(d) An opinion of counsel for the Fund with respect to the matters set
forth in Article 2, Section 2.3(g) hereof as to such Shares; and
(e) Such additional documents as the Transfer Agent may reasonably
request.
4.2. The Fund shall either (a) furnish the Transfer Agent with a
sufficient supply of blank Share certificates in any new form authorized in
connection with any such Share split, recapitalization or other capital
adjustment, and from time to time will replenish such supply upon the request
of the Transfer Agent, or (b) authorize the Transfer Agent to itself create
laser-printed Share certificates in the form approved by the Board of Trustees
of the Fund. Any such blank Share certificates shall be properly signed by
authorized Officers and, if required, shall bear the Fund's seal or facsimile
thereof.
ARTICLE 5
ISSUANCE, REDEMPTION, AND TRANSFER OF SHARES
5.1. (a) On each Business Day, the Transfer Agent shall accept, at such
time as are agreed upon from time to time by the Transfer Agent and the Fund,
(i) purchase orders received by the Transfer Agent directly from an Approved
Institution (or the Distributor or its agent acting on behalf of such Approved
Institution) or an individual investor, (ii) redemption requests either
received from a shareholder, whether or not an Approved Institution (or the
Distributor or its agent acting on behalf of such Approved Institution), or
contained in a Certificate, and (iii) requests for exchanges of the Fund's
Shares of a given class for Shares of another fund received from a shareholder,
whether or not an Approved Institution (or the Distributor or its agent acting
on behalf of such Approved Institution), or contained in a Certificate,
provided that (1) such purchase order, exchange request or redemption request,
as the case may be, is in conformity with the Fund's purchase, exchange, and
redemption procedures, as applicable, described in the Prospectus, and (2) if
such type of purchase order, exchange request, or redemption request is not
described in the Prospectus in effect upon the commencement date of the
Agreement, the Transfer Agent has agreed to accept and act as to such order or
request. Upon receipt on any Business Day of any check drawn or endorsed to
the Transfer Agent, the Fund or the Distributor for the purchase of Shares, or
any payment made by Automated Clearing House or Federal Funds wire, the
Transfer Agent shall deposit such check or payment in the bank account
established by the Fund or the Distributor for the collection of such amounts
and shall wire such amounts to the Fund's Custodian on the next Business Day.
The Transfer Agent shall have no responsibility hereunder for the Fund's
compliance with states securities registration laws ("Blue Sky laws") relating
to such purchase
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orders, except to the extent that the Transfer Agent will maintain records
in a manner that will enable the Fund to monitor the total number of
Shares of the Fund sold in each state and shall provide the Fund reports as to
such sales as specified in Appendix B to this Agreement.
(b) On each Business Day, the Transfer Agent shall also accept, at such
times as are agreed upon from time to time by the Transfer Agent and the Fund,
a Computer Tape consistent in all respects with the Transfer Agent's tape
layout package, as amended from time to time, which is believed by the Transfer
Agent to be furnished by or on behalf of any Approved Institution, setting
forth data as to purchases, redemptions and exchanges of Shares irrespective of
whether payment of the purchase price accompanies such computer tape. The
Transfer Agent may rely on the data on such Computer Tapes as accurate, and
shall not be responsible hereunder for errors in such Computer Tapes furnished
to it hereunder, unless caused by the Transfer Agent's own negligence, bad
faith or willful misconduct.
(c) On each Business Day, the Fund shall provide or cause to be provided
to the Transfer Agent, at such time as the parties hereto shall agree, the net
asset value per share for the Fund and such other information as the Transfer
Agent may reasonably request.
5.2. On the Business Day following each Business Day, at such time as the
Transfer Agent and the Fund shall agree, an authorized employee of the Transfer
Agent shall confirm the following information by summary sheet transmitted by
electronic or other electromagnetic means to an authorized employee or agent of
the Fund (or by such other form as shall be agreed upon from time to time by
the Fund and the Transfer Agent):
(a) The total dollar amount to be applied toward the purchase of Shares of
the Fund and the number of Shares of the Fund purchased on such prior Business
Day, computed by aggregating the amounts so specified in (i) the purchase
orders received by the Transfer Agent on such prior Business Day from
individual investors and (ii) all Computer Tapes described in Section 5.1(b)
timely received by the Transfer Agent with respect to such prior Business Day;
(b) The total dollar value and number of Shares of the Fund redeemed on
such prior Business Day, computed by aggregating the amounts so specified in
(i) the redemption requests received by the Transfer Agent directly on the
preceding Business Day from shareholders, and (ii) all Computer Tapes described
in Section 5.1(b) relating to such prior Business Day; and
(c) The total dollar value and number of Shares of the Fund to be
exchanged for Shares of another fund and the number of Shares of such other
fund to be issued in such exchanges on such prior Business Day, and the total
dollar value and number of shares of the Fund to be issued in exchange for
shares of another fund on such prior business day (if not included in 5.2(a)
above) computed by aggregating the amounts represented by any exchange requests
received directly by the Transfer Agent from shareholders and the amounts
specified in all Computer Tapes described in Section 5.1(b) relating to such
prior Business Day.
5.3. Following each Business Day, the Transfer Agent will (on a day on
which banks in Denver, Colorado, Chicago, Illinois and New York, New York are
open for business but in any event on or prior to the Fifth Business Day
following such Business Day) advise the Distributor of the amount of cash
necessary to be wired to the Custodian, representing purchase orders for
appropriate Fund's
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Shares received by the Transfer Agent as to such Business Day, as set
forth in Section 5.1 above. As to each Business Day, the Transfer Agent will
advise the Fund of the amount of cash representing exchange orders received by
the Transfer Agent as to such Business Day, such advice to be given on the next
Business Day.
5.4. As to each Business Day, the Transfer Agent shall issue to, and
redeem from, the accounts specified in a purchase order, redemption request, or
exchange request received by the Transfer Agent in proper form in accordance
with the Prospectus and, when required by the Prospectus, properly endorsed by
the record owner thereof with the record owner's or owners' signature(s)
guaranteed by a U.S. commercial bank or U.S. trust company, a member of a
national securities exchange, a foreign bank with a U.S. correspondent bank or
a federally-chartered savings and loan association, or shall issue to, and/or
redeem from, the accounts specified in a Computer Tape received by the Transfer
Agent from an Approved Institution, the appropriate number of full and
fractional Shares based on the net asset value per Share of the relevant series
of the relevant Funds specified in an advice received as to such Business Day
from the Fund. Notwithstanding the foregoing, if a redemption specified in a
redemption request received directly by the Transfer Agent or in a Computer
Tape is for a dollar value of Shares in excess of the dollar value of
uncertificated Shares in the specified account plus the dollar value of
certificated Shares in the specified account for which the Transfer Agent has
received the tender of a Share certificate or certificates in proper form as
described above, the Transfer Agent shall not effect such redemption in whole
or part. In such case involving a Computer Tape, the Transfer Agent shall
orally or by electronic or other electromagnetic means advise both the Fund and
the Approved Institution (or the Distributor or its agent if acting on behalf
of such Approved Institution) which supplied such Computer Tape of such
discrepancy. In such case involving a direct shareholder, the Transfer Agent
shall, within five (5) business days, notify such shareholder directly, orally
or in writing.
5.5. The Transfer Agent shall, as of each Business Day specified in a
Certificate described in Section 6.1, issue Shares of the Fund, based on the
net asset value per Share of the Fund specified in an advice received from the
Fund to such Business Day, in connection with a reinvestment of a dividend or
distribution on Shares of the Fund.
5.6. On each Business Day, the Transfer Agent shall advise the Fund by
computer/electromagnetic tape specifying, with respect to the immediately
preceding Business Day: the total number of Shares of the Fund (including
fractional Shares) issued and outstanding at the opening of business on such
day; the total number of Shares of the Fund sold on such day, pursuant to
Section 5.2; the total number of Shares of the Fund redeemed or exchanged on
such day; the total number of Shares of the Fund, if any, sold on such day
pursuant to preceding Section 5.4, and the total number of Shares of the Fund
issued and outstanding at the close of business on such day. Unless the Fund
or its agent shall advise the Transfer Agent of any error in the information
contained in such computer/electromagnetic tape (the "Initial Tape") prior to
the transmission of the next computer/electromagnetic tape by the Transfer
Agent, the Transfer Agent shall be deemed to have fulfilled its
responsibilities hereunder with respect to the accuracy of the data on
subsequent computer/electromagnetic tapes submitted to the Fund that are based,
in whole or in part upon any inaccurate data from the Initial Tape.
5.7. In connection with each purchase, exchange and redemption of Shares
other than pursuant to a Computer Tape submitted by an Approved Institution (or
by the Distributor or its agent acting on
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behalf of such Approved Institution), the Transfer Agent shall send to
the shareholder such statements as are described in the Prospectus or as
otherwise reasonably instructed in writing by the Funds. If the Prospectus
indicates that certificates for Shares are available, and if specifically
requested in writing by any shareholder, or if otherwise required hereunder,
the Transfer Agent will countersign, issue and mail to such shareholder, at the
address set forth in the records of the Transfer Agent, a Share certificate for
any full Shares requested.
5.8. In computing the redemption proceeds to be paid to any shareholder or
to an account for an Approved Institution, the Transfer Agent shall first
compute the amount of any withholding for federal income taxes for which the
Transfer Agent has the responsibility under this Agreement to calculate such
withholding, in such manner as the Fund and the Transfer Agent shall agree from
time to time in conformity with instructions provided by the Fund to the
Transfer Agent. The Transfer Agent shall also compute any withholding for
federal income taxes for which the Transfer Agent has such responsibility at
the time of any exchange of a Fund's shares for another fund's shares. In the
case of a redemption of Shares directly by a shareholder of record and not by
means of a Computer Tape submitted by an Approved Institution (or by the
Distributor or its agent acting on behalf of such Approved Institution), upon
deposit of moneys in a redemption account by the relevant Custodian against
which the Transfer Agent is authorized by the Fund to draw checks in connection
with a redemption of Shares of the Fund, the Transfer Agent shall cancel the
redeemed Shares and after making appropriate deduction for any withholding of
taxes required of it by this Agreement or applicable law, make payment of (i)
the redemption proceeds to the order of the shareholder, and (ii) any tax
withheld to the Internal Revenue Service, in accordance with the Fund's
redemption and payment procedures described in the Prospectus or as otherwise
reasonably described in a written instruction from the Fund. In the case of an
exchange of Shares directly by a shareholder of record and not by means of a
Computer Tape submitted by an Approved Institution (or the Distributor or its
agent acting on behalf of such Approved Institution), upon deposit of moneys in
an account by the relevant Custodian against which the Transfer Agent is
authorized by the Fund to draw checks in connection with an exchange of Shares
of a fund, the Transfer Agent shall cancel the exchanged Shares, and withhold
and pay taxes required under this Agreement and applicable law. In the case of
a redemption of Shares pursuant to a Computer Tape, the Transfer Agent shall,
on the next Business Day, send the Fund a Computer Tape setting forth the
amount of redemption proceeds due each Approved Institution. If such Approved
Institution (or the Distributor or its agent acting on behalf of such Approved
Institution) has previously furnished the Transfer Agent withholding
instructions with respect to such redemption or any exchange of Shares pursuant
to a Computer Tape, the Transfer Agent shall include in the Computer Tape
furnished to the Fund information as to the amount of such withholding.
5.9. The Transfer Agent shall not be required to issue Shares of any fund
(other than with respect to the reinvestment of dividends or distributions on
shares owned by an existing shareholder if so stated in the Certificate) after
it has received a Certificate stating that the sale of Shares of that fund has
been suspended or discontinued.
5.10. The Transfer Agent shall not be responsible for the payment of any
original issue or other taxes required to be paid by the Fund in connection
with the issuance of any Shares.
5.11. The Transfer Agent shall not be responsible for issuing or
effecting any "stop transfer" or other similar order or restrictions on any
Shares held in the name of an Approved Institution. In the
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case of Shares registered in the name of a shareholder other than an
Approved Institution as to which a "stop transfer" or other similar order or
restriction applies, the Transfer Agent will adhere to the terms of such stop
transfer or similar order, except that it may rely on a Certificate to effect a
redemption, exchange or transfer of such Shares, notwithstanding such stop
order or restriction.
5.12. The Transfer Agent shall accept (a) a Computer Tape which is
furnished by or on behalf of any Approved Institution (or the Distributor or
its agent acting on behalf of such Approved Institution) and represented to be
instructions with respect to the transfer of Shares from one account of such
Approved Institution to another such account, and (b) as to Shares standing
directly in the name of a shareholder other than an Approved Institution,
transfer instructions in proper form in accordance with the Fund's Prospectus
and the Transfer Agent's rules described herein, and shall effect the transfer
specified in said Computer Tape or transfer instructions, provided that any
necessary documents or Share certificates have been tendered to the Transfer
Agent.
5.13. (a) Except as otherwise provided in sub-paragraph (b) of this
Section 5.13 and in Section 5.14, Shares will be transferred, exchanged or
redeemed other than pursuant to Computer Tapes from an Approved Institution (or
the Distributor on its agent acting on behalf of such Approved Institution)
upon presentation to the Transfer Agent of endorsed Share certificates or, in
the case of uncertificated Shares, instructions endorsed in proper form in
accordance with the Prospectus as stated in Section 5.4, accompanied by such
documents as the Transfer Agent reasonably deems necessary to evidence the
authority of the person making such transfer, exchange or redemption, and
bearing satisfactory evidence of the payment of transfer taxes. In the case of
small estates, where no administration is contemplated, the Transfer Agent may,
when furnished with an appropriate small estates affidavit under applicable law
or with a surety bond, and without further approval of the Fund, transfer or
redeem Shares registered in the name of a decedent if the current market value
of the Shares being redeemed or transferred does not exceed such amount as may
from time to time be prescribed by the applicable state statutes and
regulations. The Transfer Agent reserves the right to refuse to transfer,
exchange or redeem Shares until it is reasonably satisfied that the endorsement
on the Share certificate or instructions is valid and genuine, and for that
purpose it will require, unless otherwise instructed by an Officer, a signature
guarantee as stated in Section 5.4 of this Agreement. The Transfer Agent also
reserves the right to refuse to transfer, exchange or redeem Shares until it is
reasonably satisfied that the requested transfer, exchange or redemption is
legally authorized, or until it is reasonably satisfied that there is no basis
to any claims adverse to such transfer, exchange or redemption. The Transfer
Agent may, in effecting transfers, exchanges and redemptions 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.
(b) Notwithstanding the foregoing or any other provision contained in this
Agreement to the contrary, the Transfer Agent shall be fully protected by the
Fund in requiring any instructions, documents, assurances, endorsements or
guarantees, including, without limitation, any signature guarantees, in
connection with a redemption, exchange or transfer of Shares whenever the
Transfer Agent reasonably believes that requiring the same would be consistent
with the transfer, exchange and redemption procedures described in the
Prospectus, or in any instructions or certificates provided to the Transfer
Agent by the Fund.
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5.14. Notwithstanding any provision contained in this Agreement to the
contrary, the Transfer Agent shall not be expected to require, as a condition
to any transfer, redemption or exchange of any Shares pursuant to a Computer
Tape, any documents, including, without limitation, any documents of
the kind described in Section 5.13(a) to evidence the authority of the person
requesting the transfer, exchange or redemption and/or the payment of any
transfer taxes, and shall be fully protected in acting in accordance with the
applicable provisions of this Agreement.
5.15. Nothing contained in this Agreement shall constitute any agreement
or representation by the Transfer Agent to permit, or to agree to permit, any
Approved Institution to input information into the System, although the
Transfer Agent may, with the Fund's written permission, permit access to the
System by an Approved Institution to retrieve data or information as to such
Approved Institution's accounts.
ARTICLE 6
DIVIDENDS AND DISTRIBUTIONS
6.1. The Fund shall furnish to the Transfer Agent a Certificate either (i)
setting forth with respect to each series of the Fund the date of the
declaration of a dividend or distribution, the date of accrual or payment
thereof, as the case may be, the record date as of which shareholders entitled
to payment or accrual, as the case may be, shall be determined, the amount per
Share of such dividend or distribution for each series of the Fund, the payment
date on which all previously accrued and unpaid dividends are to be paid, and
the total amount, if any, payable by the Transfer Agent with respect to such
dividend or distribution on such payment date, or (ii) stating that the
declaration of dividends and distributions shall be on a daily or other
periodic basis and containing information of the type set forth in subsection
(i) hereof.
6.2. Upon the payment date specified in the relevant Certificate, the
Transfer Agent shall, in the case of a cash dividend or distribution, advise
the Fund (by telephone or other electronic transmission) of the amount of cash
necessary to make the payment of the dividend or distribution to the
shareholders of record as of such payment date, including the amounts to be
paid to Approved Institutions. The Fund shall be responsible for having the
appropriate Custodian transfer a sufficient amount of cash to a dividend
disbursement account maintained by the Fund for the relevant Series against
which the Transfer Agent shall cause checks, ACH or federal funds wire payment
to be drawn to the order of such shareholders or Approved Institutions in
payment of the dividend. The Transfer Agent shall not be liable for any
improper payments made in accordance with a Certificate described in Section
6.1. If the Transfer Agent shall not receive from the appropriate Custodian
sufficient cash to make payments of any cash dividend or distribution to
shareholders of the Fund as of the record date, the Transfer Agent shall, upon
notifying the Fund, withhold payment to all shareholders of record as of the
record date until sufficient cash is provided to the Transfer Agent unless
otherwise instructed by the Fund by a Certificate and acceptable to the
Transfer Agent. In the case of dividends or distributions reinvested in
additional Shares of a series of the Fund, the Transfer Agent shall follow the
procedures set forth in Section 5.5.
6.3. The Transfer Agent shall in no way be responsible for the
determination of the rate or form of dividends or capital gain distributions
due shareholders.
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6.4. The Transfer Agent shall, upon request of the Fund, file such
appropriate information returns concerning the payment of dividends and capital
gain distributions and redemptions with the proper Federal, state and local
authorities as are required by law to be filed by the Fund but shall in no
dividends or distributions or on redemption proceeds due shareholders, except
and only to the extent required of it by applicable law for accounts of
shareholders other than Approved Institutions. If any amount is to be
withheld from any dividend or distribution paid to, or exchange or redemption
proceeds or other cash distribution from, the account of an Approved
Institution, such Approved Institution (or the Distributor or its agent acting
on behalf of such Approved Institution) may advise the Transfer Agent of the
amount to be withheld therefrom, and if such advice is provided in a timely
manner to the Transfer Agent, the Transfer Agent will provide a separate check
for such amount to the Approved Institution, which shall be responsible for the
proper application of such withheld amounts.
ARTICLE 7
CONCERNING THE FUND
7.1. The Fund shall promptly deliver to the Transfer Agent written notice
of any change in the Officers authorized to sign or give Share certificates or
Certificates, together with a specimen signature of each new Officer.
7.2. It shall be the sole responsibility of the Fund to deliver to the
Transfer Agent in a timely manner the Fund's currently effective Prospectus,
copies of any exemptive relief obtained by the Fund under applicable securities
laws and copies of any amendments to the Fund; Declaration of Trust, By-Laws
and any other documents to be furnished by the Fund under this Agreement to
enable the Transfer Agent to carry out its duties hereunder, and, for purposes
of this Agreement, the Transfer Agent shall not be deemed to have notice of any
information contained in such Prospectus, exemptive relief or other document
until it is actually received by the Transfer Agent.
7.3 The Transfer Agent has been advised by the Fund and agrees that the
Fund's Declaration of Trust is on file with the Secretary of State of the
Commonwealth of Massachusetts and that this Agreement has been executed by the
officers of the Fund, as officers and not individually. The obligations of the
Agreement are not binding upon the Trustees, officers or shareholders of the
Fund individually but are binding only upon the assets and property of the Fund
or a particular series of Shares. The Transfer Agent agrees to look only to
the assets of the Fund or a particular series of Shares for payment under such
Agreement and that the shareholders, Trustees and officers shall not be liable
therefore.
ARTICLE 8
CONCERNING THE TRANSFER AGENT
8.1. Subject to the standard of care set forth in Section 8.4, the
Transfer Agent shall not be liable and shall be fully protected in acting upon
any Computer Tape, Certificate, oral instructions, writing or document
reasonably believed by it to be genuine and to have been signed (in the case of
written instructions or documents) or made by the proper person or persons and
shall not be held to have
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any notice of any change of authority of any person until receipt of written
notice thereof from the Fund or such person. Subject to the standard
of care set forth in Section 8.4, the Transfer Agent shall be similarly
protected in processing Share certificates which it reasonably believes to bear
the proper manual or facsimile signatures of the Officers of the Fund and the
proper countersignature of the Transfer Agent or any prior transfer agent.
8.2. The Transfer Agent covenants that it shall carry out its
responsibilities under this Agreement in accordance and compliance with the
provisions of applicable laws and regulations governing its operation as a
transfer agent.
8.3. The Transfer Agent shall keep and maintain on behalf of the Fund such
records which the Fund or the Transfer Agent is, or may be, required to keep
and maintain pursuant to any applicable statutes, rules and regulations,
including without limitation Rule 31a-1 under the Investment Company Act of
1940, relating to the maintenance of records in connection with the services to
be provided hereunder. The Transfer Agent agrees to make such records
available for inspection by the Trust at reasonable times and otherwise to keep
confidential all records and other information relative to the Fund and its
shareholders, except when the Transfer Agent reasonably believes it has been
requested to divulge such information by duly-constituted authorities or court
process, or requested by a shareholder with respect to information concerning
an account as to which such shareholder has either a legal or beneficial
interest or when requested by the Fund, the shareholder, or the dealer of
record as to such account.
8.4 (a) The Transfer Agent shall not be liable for any loss or damage,
including, without limitation, attorneys' fees, expenses and court costs,
resulting from the Transfer Agent's actions or omissions to act under or in
connection with this Agreement and its duties and responsibilities hereunder,
except for any loss or damage arising out of its own failure to act in good
faith, or its negligence or willful misfeasance.
(b) The Transfer Agent shall, provided such coverage is readily available
to the Transfer Agent at reasonable rates and upon reasonable terms and
conditions, maintain an insurance policy or surety bond, in the face amount of
$10 million per covered transaction against losses suffered by the Transfer
Agent in excess of the policy deductibles arising from errors or omission on
the part of the Transfer Agent in carrying out its responsibilities under this
Agreement and other agreements. The Transfer Agent shall upon request, furnish
promptly to the Fund copies of all insurance policies maintained pursuant to
this Section 8.4(b) that have not previously been furnished to the Fund.
(c) Any costs or losses incurred by the Fund for the processing of any
purchase, redemption, exchange or other share transactions at a price per share
other than the price per share applicable to the effective date of the
transaction (the foregoing being generally referred to herein as "as of"
transactions) will be handled in the following manner:
1. For each calendar year, if all "as of" transactions
for the year resulting from the actions or inactions of the
Transfer Agent, taken in the aggregate, result in a net loss
to the Fund ("net loss"), Transfer Agent will reimburse the
Fund for such net loss, except to the extent that such net
loss may be offset by application of
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a "net benefit" to the Fund carried over from prior calendar
years pursuant to sub-paragraph 2 immediately below.
2. For each calendar year, if all "as of" transactions
for the year resulting from the actions or inactions of the
Transfer Agent, taken in the aggregate, result in a net
benefit to the Fund ("net benefit"), the Fund shall not
reimburse the Transfer Agent for the amount of such net
benefit; however, any "net benefit" for any calendar year may
be used to offset, in whole or in part, any "net loss"
suffered by the Fund in any future calendar year so as to
reduce the amount by which the Transfer Agent shall be
required to reimburse the Fund for such "net loss" in such
year pursuant to sub-paragraph 1 immediately above.
3. Any "net loss" for which the Transfer Agent
reimburses the Fund in any calendar year shall not be carried
over into future years so as to offset any "net benefit" in
such future years.
8.5 The Fund shall indemnify and exonerate, save and hold harmless the
Transfer Agent and its officers, directors, employees and agents (hereinafter
the Transfer Agent and such persons are referred to as "Indemnitees") from and
against any and all liabilities or losses arising from claims or demands
(whether with or without basis in fact or law), and from any and all expenses
(including, without limitation, reasonable attorney's fees, expenses and court
costs associated with defending against such claims and demands,) of any nature
which any Indemnitee may sustain or incur or which may be asserted against any
Indemnitee by any person arising out of or in any manner related to any action
taken or omitted to be taken by the Transfer Agent in good faith and without
negligence or willful misconduct in reasonable reliance upon (i) any provision
of this Agreement; (ii) the Prospectus; (iii) any instruction or order
including, without limitation, any Computer Tape reasonably believed by the
Transfer Agent to have been received from an Approved Institution (or the
Distributor or its agent acting on behalf of such Approved Institution); (iv)
any instrument or order reasonably believed by the Transfer Agent to be genuine
and to be signed, countersigned or executed by any duly authorized Officer, (v)
any Certificate or other instructions of an Officer, (vi) any opinion of legal
counsel for the Fund; (vii) any records or data supplied by the Fund's prior
transfer agent; or (viii) any order of any court, arbitration panel or other
judicial entity.
8.6. At any time the Transfer Agent may apply to an Officer of the Fund
for written instructions with respect to any matters arising in connection with
the Transfer Agent's duties and obligations under this Agreement, and the
Transfer Agent shall not be liable for any action taken or omitted by it in
good faith and without negligence or willful misconduct in accordance with such
written instructions. The Transfer Agent may consult with counsel to the Fund,
at the expense of the Fund and shall be fully protected with respect to
anything done or omitted by it in good faith and without negligence or willful
misfeasance in accordance with the advice or opinion of counsel to the Fund.
Such application by the Transfer Agent for written instructions from an Officer
of the Fund may, at the option of the Transfer Agent, set forth in writing any
action proposed to be taken or omitted by the Transfer Agent 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 Transfer Agent shall not be liable
(other than for its bad faith, negligence or willful misfeasance) for any
action taken or omitted in accordance with a proposal included in any such
application on or after the date specified therein unless, prior to taking or
omitting any such
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action, the Transfer Agent has received written instructions in response to
such application specifying the action to be taken or omitted.
8.7. Any report, confirmation or other document furnished to the Fund or
to an Approved Institution as part of the Transfer Agent's responsibilities
under this Agreement shall be deemed final and conclusive on the 8th Business
Day after such report, confirmation or document has been furnished
to the Fund or Approved Institution, as the case may be, and the Transfer Agent
shall not be liable to the Fund or such Approved Institution under this
Agreement as to any error or omission in such report, confirmation or document
that is not reported to the Transfer Agent within such 7-day period.
8.8. The Transfer Agent shall deliver Share certificates by courier or by
certified or registered mail to the shareholder's address in the records of the
Transfer Agent. The Transfer Agent shall advise the Fund of any Share
certificates returned as undeliverable after being transmitted by courier or
mailed as herein provided for.
8.9. The Transfer Agent may issue new Share certificates in place of Share
certificates represented to have been lost, stolen, or destroyed upon receiving
instructions satisfactory to the Transfer Agent. If the Transfer Agent
receives written notification from the owner of the lost, destroyed, or stolen
Share certificate within a reasonable time after the owner has notice of such
loss, destruction or theft, the Transfer Agent shall issue a replacement Share
certificate upon receipt of an affidavit or affidavits of loss or nonreceipt
and an indemnity agreement executed by the registered owner or his legal
representative, and supported (a) in the case of a certificate having a value
at the time of replacement of less than $100, by a fixed penalty surety bond
for twice the then-current market value of Shares represented by said
certificate and (b) in the case of a certificate having a value at time of
replacement of $100 or more, by an open penalty bond, in form satisfactory to
the Transfer Agent or (c) by such other documentation or reasonable assurances
in a particular case as may be set forth in a Certificate. If the Fund
receives such written notification from the owner of the lost, destroyed or
stolen Share certificate within a reasonable time after the owner has notice of
it, the Fund shall promptly notify the Transfer Agent. The Transfer Agent may
issue new Share certificates in exchange for, and upon surrender of, mutilated
Share certificates.
8.10. The Transfer Agent will supply shareholder lists to the Fund from
time to time upon receiving a request therefor from an Officer of the Fund.
8.11. At the request of an Officer, the Transfer Agent will address and
mail such appropriate notices to shareholders as to the Fund may direct, at the
Fund's expense.
8.12. Notwithstanding any of the foregoing provisions of this Agreement,
the Transfer Agent shall be under no duty or obligation to inquire into, and
shall not be liable for:
(a) The legality of the issue or sale of any Shares, the sufficiency of
the amount to be received therefor, or the authority of an Approved Institution
or of the Fund, as the case may be, to request such sale or issuance;
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(b) The legality of a transfer, exchange or of a redemption of any Shares
by an Approved Institution, the propriety of the amount to be paid therefor, or
the authority of an Approved Institution to request such transfer, exchange or
redemption;
(c) The legality of the declaration of any dividend or capital gains
distribution by the Fund, or the legality of the issue of any Shares in payment
of any Share dividend or distribution; or
(d) The legality of any recapitalization or readjustment of the Shares.
8.13. The Transfer Agent shall be entitled to receive, and the Fund
hereby agrees to pay to the Transfer Agent for its performance hereunder,
including its performance of the duties and functions set forth in Appendix B
hereto, (i) its reasonable out-of-pocket expenses (including without limitation
legal expenses, court costs, and attorney's fees associated with litigation or
arbitration) incurred in connection with this Agreement and its performance
hereunder and (ii) such compensation as is specified in Appendix C hereto as
such fees may be amended from time to time by agreement in writing by the
Transfer Agent and the Fund.
8.14. The Transfer Agent 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 in this
Agreement against the Transfer Agent.
8.15. The Transfer Agent shall indemnify and exonerate, save and hold
harmless the Fund, and its officers, directors, employees and agents, from and
against any and all liabilities or losses arising from claims and demands
(whether with or without basis in fact or law), and from any and all expenses
(including, without limitation, reasonable attorney's fees, expenses and court
costs), of any nature which the Fund or any officer, director, employee or
agent may sustain or incur or which may be asserted against them by any person
arising out of or in any manner related to the Transfer Agent's failure to
comply with the terms of this Agreement or which arise out of the Transfer
Agent's negligence or willful misconduct provided, however, that the Transfer
Agent shall not indemnify and exonerate, save and hold harmless, the Fund, its
officers, directors, employees, and agents for anything arising out of or in
any manner related to the Fund's failure to comply with the terms of this
Agreement or which arises out of the Fund's, or any officer's, director's,
employee's or agent's (other than the Transfer Agent) negligence or willful
misconduct or the Transfer Agent's reliance on information or instructions
received from, or issued on behalf of, the Fund.
ARTICLE 9
TERMINATION
9.1. The initial term of this Agreement shall commence on the Effective
Date and shall continue through June 30, 1997 (the "Initial Term") unless
earlier terminated pursuant to Section 9.2. Thereafter, unless earlier
terminated by either party at the end of the Initial Term upon at least 90
days' prior written notice, this Agreement shall continue from day to day
thereafter (such period shall be referred to as the "Renewal Term"), until
either of the parties hereto terminates this Agreement by giving at least 6
months' prior written notice to the other party, whereupon this Agreement shall
terminate automatically upon the expiration of the 6-month period specified in
the written notice. In the event such
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notice of termination is given by the Fund, it shall be accompanied by
a copy of a resolution of the Board of Trustees of the Fund, certified by the
Secretary or any Assistant Secretary, electing to terminate this Agreement. In
the event such notice is given by the Transfer Agent, the Fund shall, on or
before the termination date, deliver to the Transfer Agent a copy of a
resolution of its Board of Trustees certified by the Secretary or any Assistant
Secretary designating a successor transfer agent or transfer agents. In the
absence of such designation by the Fund, the Transfer Agent may designate a
successor transfer agent. If the Fund fails to designate a successor transfer
agent, the Fund shall, upon the date specified for termination of this
Agreement and delivery of the records maintained hereunder, be deemed to be its
own transfer agent and the Transfer Agent shall thereby be relieved of all
duties and responsibilities pursuant to this Agreement.
9.2 Notwithstanding Section 9.1 hereof, this Agreement may be terminated
at any time by the Fund upon not less than 60 days' written notice from the
Fund to the Transfer Agent notifying the Transfer Agent: (i) if a majority of
the Trustees who are not "interested persons" (as that term is defined in the
Investment Company Act of 1940) upon completion of the procedures set forth
below have reasonably made a specific finding that the Transfer Agent has
failed on a continuing basis to perform its duties pursuant to this Agreement
in a satisfactory manner consistent with then current industry standards and
practices or (ii) if there is instituted or pending an action or proceeding by
or before any court or governmental, administrative or regulatory agency
against or involving the parties hereto, their affiliates, the Trustees of the
Fund or any of them and challenging the making of this Agreement or alleging
that any material term of the Agreement is contrary to law or any governmental
agency has threatened in writing to commence such an action or proceeding.
Prior to any termination pursuant to clause (i), the Board of Trustees of the
Fund shall provide the Transfer Agent with a written statement of the specific
aspects of the Transfer Agent's performance of its duties that are
unsatisfactory, the specific incident or incidents giving rise to the Board of
Trustees' conclusion and any written material that the Board of Trustees'
relied upon in making such a determination. The Transfer Agent shall have 30
days to respond to such written statement. If no response is made, or if,
after reasonable consideration of the response of the Transfer Agent, such
response is unsatisfactory to the Board of Trustees, then the Board of Trustees
of the Fund may terminate the Agreement pursuant to clause (i) thereof. For
purposes of making a finding as contemplated by clause (i) above, the Transfer
Agent shall be, absent unusual circumstances, conclusively presumed to have
failed on a continuing basis to perform its duties pursuant to this Agreement
in a satisfactory manner consistent with the industry standards and practices
prevailing on the date of this Agreement if any of the following should occur:
(1) The Transfer Agent through its fault is unable
(more than once in a twelve-month period) to process daily activity for
any two successive Business Days and to confirm information generated by
such activity by the fourth Business Day following the later of such two
Business Days. (For example, assuming no holidays, daily activity on
a Monday and Tuesday is not confirmed by the following Monday.)
(2) The Transfer Agent through its fault is unable (more
than two times in any twelve-month period) to provide system access to
personnel of an Approved Institution for six hours between 9:00 a.m. and 5:00
p.m. Chicago time on three successive Business Days.
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(3) The Transfer Agent through its fault is unable (more
than twice in any one year) to create and mail dividend checks within four
Business Days after the Fund's payable date (assuming that the required
information has been furnished to the Transfer Agent on the record date).
(4) The Transfer Agent through its fault is unable to
instruct various financial institutions on daily money movements from and to
the Funds' Custodians for two successive Business Days by the Fourth Business
Day following the later of such two Business Days. (For this purpose,
instructions based on reasonable estimates are treated as fulfilling the
Transfer Agent's obligations hereunder.)
(5) The Transfer Agent through its fault is unable (more
than twice in any twelve-month period) to transmit dividend activity to an
Approved Institution within five Business days from the relevant Fund's
payable date.
For purposes of the foregoing, an event described in any of the foregoing
clauses 1 through 5 shall be deemed not to have occurred if the Transfer
Agent's inability to perform is a result, directly or indirectly of faulty or
inadequate performance by service provider including, but not limited to,
telephone companies, pricing services, Nuveen & Co., Approved Institutions, and
banks other than the Transfer Agent and its agents and employees or a result,
directly or indirectly, of other events out of the Transfer Agent's reasonable
control. Also for the purposes of the foregoing, if the Transfer Agent
processes transactions or instructions (as the case may be) as required
hereunder within the time periods indicated but more than 10% of the
transactions, checks or instructions, as the case may be, are inaccurate in any
material respect, and are not corrected within the requisite time then the
Transfer Agent shall be deemed to have been unable to perform the relevant
service within the requisite time.
9.3. In the event of termination of this Agreement, the Transfer Agent
will facilitate transfer of the records maintained by it hereunder and
cooperate with such successor transfer agent as may be designated pursuant to
the provisions of Section 9.1 hereof with respect to delivery of such records
and assumption by such successor transfer agent of its duties. In the event
the Fund or the Transfer Agent terminates the Transfer Agency Agreement at any
time, the Fund shall be responsible for the payment of fees and expenses of the
Transfer Agent relating to the conversion to the new Transfer Agent.
ARTICLE 10
ADDITIONAL SERIES
10.1. In the event that the Fund establishes one or more Series in
addition to the Series named herein with respect to which it desires to have
the Transfer Agent render services as transfer agent under the terms hereof, it
shall so notify the Transfer Agent in writing at least 60 days in advance of
the sale of Shares of such Series and shall deliver to the Transfer Agent the
documents listed in Section 2.3 with respect to such Series. Unless the
Transfer Agent declines in writing within a reasonable time to provide such
services, the Shares of such Series shall be subject to this Agreement.
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ARTICLE 11
MISCELLANEOUS
11.1. The Fund agrees that prior to effecting any change in the
Prospectus which would increase or alter the duties and obligations of the
Transfer Agent hereunder, it shall advise the Transfer Agent of such proposed
change at least 30 days prior to the intended date of the same, and shall
proceed with such change only if it shall have received the written consent of
the Transfer Agent hereto, and shall have received and agreed to the schedule
of charges, if any, specified by the Transfer Agent necessary to effect such
change.
11.2. Any notice or other instrument in writing, authorized or required
by this Agreement to be given to the Fund shall be sufficiently given if
addressed to the Fund and mailed or delivered to it at its office at 000 Xxxx
Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000, Attention: Xx. Xxxxxx Xxxxxx, or at
such other place as the Fund may from time to time designate in writing.
11.3. Any notice or other instrument in writing, authorized or required
by this Agreement to be given to the Transfer Agent shall be sufficiently given
if addressed to the Transfer Agent, Attention: President, and mailed or
delivered to it at its office at 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx
00000, with a copy to be sent to Xxxxxx X. Xxxxxxx at OppenheimerFunds, Inc.
Xxx Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 or at such other place as the
Transfer Agent may from time to time designate in writing.
11.4. This Agreement may not be amended or modified in any manner except
by a written agreement executed by both parties.
11.5. This Agreement shall extend to and shall be binding upon the
parties hereto, and their respective successors and assigns; provided, however,
that this Agreement shall not be assignable by the Fund or the Transfer Agent
without the written consent of the other party. A change of ownership of the
Transfer Agent as a result of an internal reorganization of the Transfer Agent,
its parent corporation or affiliates shall not be deemed to be an "assignment"
hereunder. A change in "control" (as defined under the Investment Company Act
of 1940) of the Transfer Agent's parent corporation shall not be deemed an
"assignment" hereunder. A sale of a controlling interest in the capital stock
or of all or substantially all of the assets of the Transfer Agent to a third
party unaffiliated with the Transfer Agent or its parent corporation shall be
deemed to be an "assignment" hereunder.
11.6. This Agreement shall be governed by and construed in accordance
with the laws of the State of Colorado applicable to agreements to be wholly
performed in that state.
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11.7. This Agreement may be executed in any number of counterparts each
of which shall be deemed to be an original; but such counterparts shall,
together, constitute only one instrument.
11.8. The provisions of this Agreement are intended to benefit only the
Transfer Agent and the Fund, and no rights shall be granted to any other person
by virtue of this Agreement.
11.9. Neither the Fund nor the Transfer Agent will be liable or
responsible hereunder for delays or errors by reason of circumstances
reasonably beyond its control, including, without limitation, acts of civil or
military authority, national emergencies, labor difficulties, fire, mechanical
breakdown, flood, catastrophe, acts of God, insurrection, war, riots, or
failure of transportation, communication or power supply.
11.10. The Fund shall establish and maintain such bank accounts, with
such bank or banks as are selected by the Fund, as are necessary so that the
Transfer Agent may perform the services to be provided hereunder. To the
extent that performance of such services shall require the Transfer Agent
directly to disburse amounts for payments of dividends, redemption proceeds or
other purposes, the Fund shall provide such bank or banks with all instructions
and authorizations necessary to evidence the Transfer Agent's authority to
effect such transactions.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers, thereunto duly authorized, as of the day
and year first above written.
Attest: NUVEEN FLAGSHIP MULTISTATE TRUST II
By:
----------------------------------- ----------------------------------
Name Title Name Title
Attest: SHAREHOLDER SERVICES, INC.
By:
----------------------------------- ----------------------------------
Name Title Xxxxxxx Xxxxxxxx, President
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NUVEEN FLAGSHIP MULTISTATE TRUST II
TRANSFER AGENCY AGREEMENT
Appendix A
Officer's Certificate
I, ____________________________, the Secretary of Nuveen Flagship
Multistate Trust II, a Massachusetts business trust (the "Fund"), do hereby
certify that:
The following individuals have been duly authorized by the Trustees of the
Fund in conformity with the Fund's Declaration of Trust and By-Laws to execute
any Certificate, instruction, notice or other instrument, including an
amendment to Appendix B to this Agreement, or to give oral instructions on
behalf of the Fund, and the signatures set forth opposite their respective
names are their true and correct signatures.
NAME TITLE SIGNATURE
---- ----- ---------
__________________________ Chairman _______________________________
__________________________ President _______________________________
__________________________ Secretary _______________________________
__________________________ Trustee _______________________________
__________________________ Vice President _______________________________
__________________________ ________________ _______________________________
__________________________ ________________ _______________________________
__________________________ ________________ _______________________________
__________________________ ________________ _______________________________
__________________________ ________________ _______________________________
__________________________ ________________ _______________________________
__________________________ ________________ _______________________________
________________________________, Secretary
Name
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NUVEEN FLAGSHIP MULTISTATE TRUST II
TRANSFER AGENCY AGREEMENT
Appendix B
Transfer Agent Services
SERVICE: SSI WILL:
-------
New Account Set-Ups Process new sales applications.
Place telephone calls to account
representatives as needed to clarify
instructions for new account set-ups.
Purchases - New and Subsequent Process mailed-in, lockbox, bank
wire, list billing, ACH, and telephone
payments as received. Coordinate and
balance UIT reinvestment payments.
Transfers Negotiate and process all transfer
requests.
Exchanges - Mail and Telephone Negotiate and process exchange requests.
Record telephone exchange requests.
Redemptions - Mail and Telephone Negotiate and process mailed in,
ACH and telephone redemption requests.
Record telephone redemption requests.
Wire Order Purchases and Redemptions Process wire order purchases and
redemptions for designated settlement
period accepted on recorded telephone
lines and via NSCC FUND/SERV. Process
purchases and redemptions for same day
wire settlement.
Account Maintenance Process all written and telephone
(Address Changes, Dividend maintenance. For address (Address
Option Changes, Name Changes, Changes, Dividend Option changes, prepare
Broker or Dealer Changes, etc.) and mail a notice of the address change
to the former address.
Certificate Issuances Issue certificates as requested by
shareholders.
Telephone Services Provide efficient handling of all
incoming shareholder and broker/dealer
telephone calls. Make outgoing
clarification calls/coordination with
Chase on UIT/ETF consolidations. Provide
timely problem resolution for all
servicing calls. Provide automated trend
reporting.
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SERVICE: SSI WILL:
-------- ---------
Correspondence with Shareholders Respond to all shareholder and broker/
and Broker/Dealers dealer written inquiries. Document all
correspondence affecting shareholder
accounts on the Shareholder Accounting
System.
Shareholder Confirms Prepare and mail confirmations of daily
(Daily/Monthly/ account activity. Prepare and mail
Quarterly/Annual) monthly, quarterly, and annual
confirmations as directed by the fund.
Dealer Confirms Prepare and mail weekly dealer
confirmations listing activity on client
accounts as directed by the Fund.
Distribution Disbursements Prepare and mail cash distribution
checks. Process reinvested distributions.
Commission Statements Provide bimonthly commission statements
listing each purchase and the portion of
the sales charge paid to the broker/
dealer.
Commission Checks Provide bimonthly commission checks to
broker/dealers.
Daily Transmission of Reports Transmit daily transaction activity
reports, balancing reports, and sales
information via telephone lines to a
printer at Nuveen.
Fund Summary Sheets Prepare daily reports that summarize by
type of transaction all capital stock
activity for each fund. Transmit/
download wire/capital stock activity
information to Chase.
Sales Reporting Provide daily, weekly, monthly,
quarterly, and annual reports of sales
information.
12b-1 Reporting Complete 12b-1 processing including
calculating the 12b-1 payment amounts
and sending checks to the broker/dealer
home offices. Provide a listing broken
down by sales representative within each
branch.
Invalid Taxpayer Identification Mail Forms W-9 as required to validate
Number Solicitation and taxpayer identification numbers;
Backup Withholding institute backup withholding as required
by IRS regulations, and timely send all
notices.
Regulatory Reporting Compute, prepare, and mail all necessary
reports to shareholders, federal, and/or
state authorities (Forms 1099-DIV, 1099-
B, and 1042S).
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SERVICE: SSI WILL:
-------- ---------
Front-End Imaging of Documents Front-end Image all incoming documents.
Cost Basis Reporting Provide cost basis information as available
to shareholders annually for use in
determining capital gains and losses.
Blue Sky Reporting Provide monthly report of purchases and
redemptions by state.
Financial Reporting Mailings Provide mail handling for 2 financial
reports per fund per year to Nuveen
shareholders.
Prospectus Mailings Provide mail handling for 1 prospectus per
fund per year to Nuveen shareholders.
Proxy Solicitation and Tabulation Perform 1 proxy solicitation and
tabulation per fund per year.
Networking Accounts Provide transmission and appropriate
services for each network level.
Cash Availability Transmit mutual fund activity to designated
entity on a daily basis for cash
availability purposes.
Commission/12b-1 Balancing Provide balancing reports for commission
and 12b-1 payments.
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NUVEEN FLAGSHIP MULTISTATE TRUST II
TRANSFER AGENCY AGREEMENT
Appendix C
Fee Schedule
The Transfer Agent will provide the transfer agent services listed on
Appendix B for the Fund at the rates set forth below:
Annual Transfer Agent Fees:
---------------------------
ANNUAL-PER-ACCOUNT FEES *
-------------------------
First 150,000 Accounts** $19.25 per account
Next 100,000 Accounts** $18.75 per account
Next 50,000 Accounts** $18.25 per account
Over 300,000 Accounts** $17.75 per account
Out-Of-Pocket Expenses:
----------------------
Out-of-pocket expenses may be incurred by either the Fund or the Transfer
Agent and are not included in the annual Transfer Agent Fees. Those
out-of-pocket expenses directly incurred by the Transfer Agent will be billed
to the Fund on a monthly basis. These out-of-pocket expenses include, but are
not limited to, the printing of forms, envelopes, postage and proxy
solicitation fees for the shareholder mailings, costs of abandoned property
reports or searches for missing or inactive shareholders, equipment and system
access costs, microfilm, telephone line and usage charges, overnight express
mail charges, check signature plates and stamps, and programmer/analyst and
testing technician time beyond that agreed to in writing. Bank charges and
earnings credit will be billed directly to the Fund by United Missouri Bank (or
other banks). The Transfer Agent may require the prior payment of anticipated
out-of-pocket expenses, from time to time.
_________________
* Payable on a monthly basis for each non-retirement plan account in existence
at the end of the month. Retirement Plan accounts may be subject to a separate
fee schedule to be negotiated.
** The determination of the number of accounts for purposes of determining the
per account fee shall be based on all Nuveen Funds using the same fee schedule
and shall be allocated on a Fund by Fund basis in a manner determined by the
Transfer Agent based on the number of accounts in each fund.
These fees are valid for XXX months after which they are subject to change,
from time to time.
The Transfer Agent shall, from time to time, but no more frequently than
monthly, send an invoice to the Fund itemizing the compensation and expense
reimbursement. The Fund shall pay such invoice (except to the extent that the
amount thereof is in dispute) by wire not later than 30 days after receipt of
the invoice.
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