TRANSFER AGENCY AND SERVICE AGREEMENT
BETWEEN
NUVEEN QUALITY PREFERRED INCOME FUND
AND
STATE STREET BANK AND TRUST COMPANY
TABLE OF CONTENTS
Page
1. Appointment of Agent .............................................1
2. Standard Services ................................................2
3. Dividend Disbursing Services .....................................3
4. Shareholder Internet Services ....................................4
5. Fees and Expenses ................................................5
6. Representations and Warranties of the Transfer Agent .............6
7. Representations and Warranties of the Fund .......................7
8. Data Access and Proprietary Information ..........................7
9. Indemnification ..................................................9
10. Consequential Damages ...........................................11
11. Responsibilities of the Transfer Agent ..........................11
12. Confidentiality .................................................12
13. Covenants of the Fund and the Transfer Agent ....................12
14. Termination of Agreement ........................................13
15. Assignment and Third Party Beneficiaries ........................14
16. Subcontractors ..................................................15
17. Miscellaneous ...................................................15
AGREEMENT made as of the 25th day of June, 2002, by and between Nuveen Quality
Preferred Income Fund, a Massachusetts business trust (the "Fund"), and State
Street Bank and Trust Company, a Massachusetts trust company, having a principal
office and place of business at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000
(the "Transfer Agent").
WHEREAS, the Fund desires to appoint the Transfer Agent as sole transfer agent,
registrar, administrator of dividend reinvestment plans, option plans, and
direct stock purchase plans, and as dividend disbursing agent and processor of
all payments received or made by the Fund under this Agreement.
WHEREAS, the Transfer Agent desires to accept such appointments and perform the
services related to such appointments;
WHEREAS, the Board of Trustees of the Fund has approved appointment of the
Transfer Agent.
NOW THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
1. Appointment of Agent.
1.1 Appointments. The Fund hereby appoints the Transfer Agent to act as
sole transfer agent and registrar for all Shares in accordance with
the terms and conditions hereof and as administrator of plans and
appoints the Transfer Agent as dividend disbursing agent and
processor of all payments received or made by or on behalf of the
Fund under this Agreement, and the Transfer Agent accepts the
appointments. The Fund shall provide Transfer Agent with certified
copies of resolutions appointing the Transfer Agent as transfer
agent.
1.2 Documents. In connection with the appointing of Transfer Agent as the
transfer agent and registrar for the Fund, the Fund will provide or
has previously provided each of the following documents to the
Transfer Agent:
(a) Copies (in paper, electronic or other agreed upon format) of
Registration Statements and amendments thereto, filed with the
Securities and Exchange Commission for initial public offerings;
(b) Specimens of all forms of outstanding stock certificates, in
forms approved by the Board of Directors of the Fund, with a
certificate of the Secretary of the Fund as to such approval; and
(c) Specimens of the Signatures of the officers of the Fund
authorized to sign stock certificates and individuals authorized
to sign written instructions and requests.
1.3 Records. Transfer Agent may adopt as part of its records all lists of
holders, records of the Fund's share books, documents and records
which have been employed by any former agent of the Fund for the
maintenance of the ledgers for the Fund's shares, provided such
ledger is certified by an officer of the Fund or
the prior transfer agent to be true, authentic and complete.
1.4 Shares. The Fund shall, if applicable, inform Transfer Agent as to
(i) the existence or termination of any restrictions on the transfer
of Shares and in the application to or removal from any certificate
of Shares of any legend restricting the transfer of such Shares or
the substitution for such certificate of a certificate without such
legend, (ii) any authorized but unissued Shares reserved for specific
purposes, (iii) any outstanding Shares which are exchangeable for
Shares and the basis for exchange, (iv) reserved Shares subject to
option and the details of such reservation and (v) special
instructions regarding dividends and information of foreign holders.
1.5 Fund's Agent. Transfer Agent represents that it is engaged in
an independent business and will perform its obligations under
this Agreement as an agent of the Fund.
2. Standard Services.
2.1 Transfer Agent Services. The Transfer Agent will perform the
following services:
In accordance with the procedures established from time to time by
agreement between the Fund and the Transfer Agent, the Transfer Agent
shall:
(a) issue and record the appropriate number of Shares as authorized
and hold such Shares in the appropriate Shareholder account;
(b) effect transfers of Shares by the registered owners thereof upon
receipt of appropriate documentation;
(c) act as agent for Shareholders pursuant to dividend reinvestment
plans, and other investment programs as amended from time to time
in accordance with the terms of the agreements relating thereto
to which the Transfer Agent is or will be a party;
(d) issue replacement certificates for those certificates alleged to
have been lost, stolen or destroyed upon receipt by the Transfer
Agent of an open penalty surety bond satisfactory to it and
holding it and the Fund harmless, absent notice to the Fund and
the Transfer Agent that such certificates have been acquired by a
bona fide purchaser. The Transfer Agent, at its option, may issue
replacement certificates in place of mutilated stock certificates
upon presentation thereof without such indemnity. Further, the
Transfer Agent may at its sole option accept indemnification from
a Fund to issue replacement certificates for those certificates
alleged to have been lost, stolen or destroyed in lieu of an open
penalty bond;
(e) prepare and transmit payments for dividends and distributions
declared by the Fund, provided good funds for said dividends or
distributions are received by the Transfer Agent prior to the
scheduled payable date for said
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dividends or distributions;
(f) issue replacement checks and place stop orders on original checks
based on shareholder's representation that a check was not
received or was lost. Such stop orders and replacements will be
deemed to have been made at the request of the Fund, and Fund
shall be responsible for all losses or claims resulting from such
replacement; and
(g) Receive all payments made to the Fund or the Transfer Agent under
any dividend reinvestment plan, direct stock purchase plan, and
plans and make all payments required to be made under such plans,
including all payments required to be made to the Fund.
2.3 Customary Services. The Transfer Agent shall perform all the
customary services of a transfer agent, agent of dividend
reinvestment plan, cash purchase plan and other investment programs
and of a dividend disbursing agent and a processor of payments as
described above consistent with those requirements in effect as of
the date of this Agreement.
2.4 Unclaimed Property and Lost Shareholders. The Transfer Agent shall
report unclaimed property to each state in compliance with state law
and shall comply with Section 17Ad-17 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), for lost Shareholders. If
the Fund is not in compliance with applicable state laws, there will
be no charge for the first two years for this service for such Fund,
other than a charge for due diligence notices (reflected on Schedule
5.1) provided that after the first two years, the Transfer Agent will
charge such Fund its then standard fee plus any out-of-pocket
expenses.
2.5 Certificates. The Fund shall deliver to Transfer Agent an appropriate
supply of certificates, which certificates shall provide a signature
panel for use by an officer of or authorized xxxxxx for Transfer
Agent to sign as transfer agent and registrar, and which shall state
that such certificates are only valid after being countersigned and
registered.
3. Dividend Disbursing Services.
3.1 Declaration of Dividends. Upon receipt of a written notice from an
officer of the Fund declaring the payment of a dividend, the Transfer
Agent shall disburse such dividend payments provided that in advance
of such payment, the Fund furnishes the Transfer Agent with
sufficient funds. The payment of such funds to the Transfer Agent for
the purpose of being available for the payment of dividend checks
from time to time is not intended by the Fund to confer any rights in
such funds on the Fund's Shareholders whether in trust or in contract
or otherwise.
3.2 Stop Payments. The Fund hereby authorizes the Transfer Agent to stop
payment of checks issued in payment of dividends, but not presented
for payment, when the payees thereof allege either that they have not
received the checks or that such checks have been mislaid, lost,
stolen, destroyed or, through no fault of
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theirs, are otherwise beyond their control and cannot be produced
by them for presentation and collection, and the Transfer Agent
shall issue and deliver duplicate checks in replacement thereof,
and the Fund shall indemnify Transfer Agent against any loss or
damage resulting from reissuance of the checks.
3.3 Tax Withholding. The Transfer Agent is hereby authorized to deduct
from all dividends declared by a Fund and disbursed by the Transfer
Agent, as dividend disbursing agent, the tax required to be withheld
pursuant to Sections 1441, 1442 and 3406 of the Internal Revenue Code
of 1986, as amended, or by any Federal or State statutes subsequently
enacted, and to make the necessary return and payment of such tax in
connection therewith.
3.4 Optional Services. To the extent that a Fund elects to engage the
Transfer Agent to provide the services listed below the Fund shall
engage the Transfer Agent to provide such services upon terms and
fees to be agreed upon by the parties:
(a) Corporate actions (including inter alia, odd lot buy backs,
exchanges, mergers, redemptions, subscriptions, capital
reorganization, coordination of post-merger services and special
meetings).
4. Shareholder Internet Services.
4.1 Shareholder Internet Services. The Transfer Agent shall provide
internet access to the Fund's shareholders through a designated web
site ("Shareholder Internet Services"), which will be accessed by the
Fund's shareholders via a link on Fund's web site. The Shareholder
Internet Services will be provided pursuant to established procedures
and will allow shareholders to view their account information and
perform certain on-line transaction request capabilities. The
Shareholder Internet Services shall be provided at no additional
charge, other than the transaction fees currently being charged for
the different transactions as described on the Fee Schedule. The
Transfer Agent reserves the right to charge a fee for this service in
the future.
4.2 Scope of Obligations. Transfer Agent shall at all times use
reasonable care in performing Shareholder Internet Services under
this Agreement. With respect to any claims for losses, damages, costs
or expenses which may arise directly or indirectly from security
procedures which Transfer Agent has implemented or omitted, Transfer
Agent shall be presumed to have used reasonable care if it has
followed, in all material respects, its security procedures then in
effect. Transfer Agent's security procedures for shareholder Internet
access reflect current industry standards and Transfer Agent shall
modify such security procedures from time to time to reflect changes
in industry standards. Transfer Agent also may, but shall not be
required to, modify such security procedures to the extent it
believes, in good faith, that such modifications will enhance the
security of Shareholder Internet Services. All data and information
transmissions accessed via Shareholder Internet Services are for
informational purposes only, and are not intended to satisfy
regulatory requirements or comply with any laws, rules, requirements
or standards of any federal, state or local governmental authority,
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agency or industry regulatory body, including the securities
industry, which compliance is the sole responsibility of the Fund.
4.3 No Other Warranties. EXCEPT AS OTHERWISE EXPRESSLY STATED IN SECTION
4.2 OF THIS AGREEMENT, THE SHAREHOLDER INTERNET SERVICES ARE PROVIDED
"AS-IS," ON AN "AS AVAILABLE" BASIS, AND TRANSFER AGENT HEREBY
SPECIFICALLY DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES,
EXPRESS OR IMPLIED, REGARDING SUCH SERVICES PROVIDED BY TRANSFER
AGENT HEREUNDER, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE AND IMPLIEDWARRANTIES ARISING FROM
COURSE OF DEALING OR COURSE OF PERFORMANCE.
5. Fees and Expenses
5.1 Fee Schedule. For the performance by the Transfer Agent pursuant to
this Agreement, the Fund agrees to pay the Transfer Agent an annual
maintenance fee for each Shareholder account as set forth in the
attached fee schedule ("Schedule 5.1"). Such fees and out-of-pocket
expenses and advances identified under Section 5.2 below may be
changed from time to time subject to mutual written agreement between
the Fund and the Transfer Agent.
5.2 Out-of-Pocket Expenses. In addition to the fee paid under Section 5.1
above, the Fund agrees to reimburse the Transfer Agent for
out-of-pocket expenses, including but not limited to postage, forms,
telephone, microfilm, microfiche, sales taxes, records storage,
exchange and broker fees, or advances incurred by the Transfer Agent
for the items set out in Schedule 5.1 attached hereto. Out-of-pocket
expenses may include the costs to Transfer Agent of certain
administrative expenses so long as such expenses are described in
reasonable detail on the applicable invoice. In addition, any other
expenses incurred by the Transfer Agent at the request or with the
consent of the Fund, will be reimbursed by the Fund.
5.3 Postage. Postage for mailing of dividends, proxies, Fund reports and
other mailings to all shareholder accounts shall be advanced to the
Transfer Agent by the Fund at least seven (7) days prior to the
mailing date of such materials.
5.4 Invoices. The Fund agrees to pay all fees and reimbursable expenses
within thirty (30) days following the receipt of the respective
invoice, except for any fees or expenses that are subject to good
faith dispute. In the event of such a dispute, the Fund may only
withhold that portion of the fee or expense subject to the good faith
dispute. The Fund shall notify the Transfer Agent in writing within
twenty-one (21) calendar days following the receipt of each invoice
if the Fund is disputing any amounts in good faith. If the Fund does
not provide such notice of dispute within the required time, the
invoice will be deemed accepted by the Fund. The Fund shall settle
such disputed amounts within five (5) days of the day on which the
parties agree on the amount to be paid by payment of the
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agreed amount. If no agreement is reached, then such disputed
amounts shall be settled as may be required by law or legal
process.
5.5 Cost of Living Adjustment. For each year following the Initial
Term, unless the parties shall otherwise agree and provided that
the service mix and volumes remain consistent as previously
provided in the Initial Term, the total fee for all services
shall equal the fee that would be charged for the same services
based on a fee rate (as reflected in a fee rate schedule)
increased by the percentage increase for the twelve-month period
of such previous calendar year of the CPI-W (defined below) or,
in the event that publication of such index is terminated, any
successor or substitute index, appropriately adjusted, acceptable
to both parties. As used herein, "CPI-W" shall mean the Consumer
Price Index for Urban Wage Earners and Clerical Workers (Area:
Boston-Brockton-Nashua, MA-NH-ME-CT; Base Period: 1982-84=100),
as published by the United States Depart- ment of Labor, Bureau
of Labor Statistics.
5.6 Late Payments. If any undisputed amount in an invoice of the
Transfer Agent (for fees or reimbursable expenses) is not paid
when due, the Fund shall pay the Transfer Agent interest thereon
(from the due date to the date of payment) at a per annum rate
equal to one percent (1.0%) plus the Prime Rate (that is, the
base rate on corporate loans posted by large domestic banks)
published by The Wall Street Journal (or, in the event such rate
is not so published, a reasonably equivalent published rate
selected by the Fund) on the first day of publication during the
month when such amount was due. Notwithstanding any other
provision hereof, such interest rate shall be no greater than
permitted under applicable provisions of Massachusetts law.
5.7 Bank Accounts. The Fund acknowledges that the bank demand deposit
accounts ("DDAs") maintained by the Transfer Agent in connection
with the Services will be in its name and that the Transfer Agent
may receive investment earnings in connection with the investment
of funds, at the Transfer Agent's risk and for its benefit, held
in those accounts from time to time.
6. Representations and Warranties of the Transfer Agent
The Transfer Agent represents and warrants to the Fund that:
6.1 It is a trust company duly organized and existing and in good
standing under the laws of The Commonwealth of Massachusetts.
6.2 It is duly qualified to carry on its business in The Commonwealth
of Massachusetts.
6.3 It is empowered under applicable laws and by its Charter and
By-Laws to enter into and perform this Agreement.
6.4 All requisite corporate proceedings have been taken to authorize
it to enter into and perform this Agreement.
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6.5 It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement.
7. Representations and Warranties of the Fund
The Fund represents and warrants to the Transfer Agent that:
7.1 It is a business trust duly organized and existing and in good
standing under the laws of The Commonwealth of Massachusetts.
7.2 It is empowered under applicable laws and by its Declaration of
Trust and By-Laws to enter into and perform this Agreement.
7.3 All corporate proceedings required by said organizational
documents have been taken to authorize it to enter into and
perform this Agreement.
7.4 It is a closed-end management investment company registered under
the Investment Company Act of 1940, as amended.
7.5 A registration statement under the Securities Act of 1933, as
amended is currently effective and will remain effective, and
appropriate state securities law filings have been made and will
continue to be made, with respect to all Shares of the Fund being
offered for sale.
8. Data Access and Proprietary Information
8.1 The Fund acknowledges that the databases, computer programs,
screen formats, report formats, interactive design techniques,
and documentation manuals furnished to the Fund by the Transfer
Agent as part of the Fund's ability to access certain
Fund-related data ("Customer Data") maintained by the Transfer
Agent on databases under the control and ownership of the
Transfer Agent or other third party ("Data Access Services")
constitute copyrighted, trade secret, or other proprietary
information (collectively, "Proprietary Information") of
substantial value to the Transfer Agent or other third party. In
no event shall Proprietary Information be deemed Customer Data.
The Fund agrees to treat all Proprietary Information as
proprietary to the Transfer Agent and further agrees that it
shall not divulge any Proprietary Information to any person or
organization except as may be provided hereunder. Without
limiting the foregoing, the Fund agrees for itself and its
employees and agents to:
(a) Use such programs and databases (i) solely on the Fund's
computers, or (ii) solely from equipment at the location
agreed to between the Fund and the Transfer Agent and
(iii) solely in accordance with the Transfer Agent's
applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than
in the normal course of performing processing on the
Fund's computer(s)), the Proprietary Information;
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(c) Refrain from obtaining unauthorized access to any portion
of the Proprietary Information, and if such access is
inadvertently obtained, to inform in a timely manner of
such fact and dispose of such information in accordance
with the Transfer Agent's instructions;
(d) Refrain from causing or allowing information transmitted
from the Transfer Agent's computer to the Fund's terminal
to be retransmitted to any other computer terminal or
other device except as expressly permitted by the Transfer
Agent (such permission not to be unreasonably withheld);
(e) Allow the Fund to have access only to those authorized
transactions as agreed to between the Fund and the
Transfer Agent; and
(f) Honor all reasonable written requests made by the
Transfer Agent to protect at the Transfer Agent's
expense the rights of the Transfer Agent in Proprietary
Information at common law, under federal copyright law
and under other federal or state law.
8.2 Proprietary Information shall not include all or any portion of any of
the foregoing items that: (i) are or become publicly available without
breach of this Agreement; (ii) are released for general disclosure by
a written release by the Transfer Agent; or (iii) are already in the
possession of the receiving party at the time of receipt without
obligation of confidentiality or breach of this Agreement.
8.3 The Fund acknowledges that its obligation to protect the Transfer
Agent's Proprietary Information is essential to the business interest
of the Transfer Agent and that the disclosure of such Proprietary
Information in breach of this Agreement would cause the Transfer Agent
immediate, substantial and irreparable harm, the value of which would
be extremely difficult to determine. Accordingly, the parties agree
that, in addition to any other remedies that may be available in law,
equity, or otherwise for the disclosure or use of the Proprietary
Information in breach of this Agreement, the Transfer Agent shall be
entitled to seek and obtain a temporary restraining order, injunctive
relief, or other equitable relief against the continuance of such
breach.
8.4 If the Fund notifies the Transfer Agent that any of the Data Access
Services do not operate in material compliance with the most recently
issued user documentation for such services, the Transfer Agent shall
endeavor in a timely manner to correct such failure. Organizations
from which the Transfer Agent may obtain certain data included in the
Data Access Services are solely responsible for the contents of such
data and the Fund agrees to make no claim against the Transfer Agent
arising out of the contents of such third-party data, including, but
not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL
COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION
THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER
AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED
HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
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8.5 If the transactions available to the Fund include the ability to
originate electronic instructions to the Transfer Agent in order
to (i) effect the transfer or movement of cash or Shares or (ii)
transmit Shareholder information or other information, then in
such event the Transfer Agent shall be entitled to rely on the
validity and authenticity of such instruction without undertaking
any further inquiry as long as such instruction is undertaken in
conformity with security procedures established by the Transfer
Agent from time to time.
8.6 Each party shall take reasonable efforts to advise its employees
of their obligations pursuant to this Section 8. The obligations
of this Section shall survive any termination of this Agreement.
9. Indemnification.
9.1 The Transfer Agent shall not be responsible for, and the Fund
shall indemnify and hold the Transfer Agent harmless from and
against, any and all losses, claims, damages, costs, charges,
counsel fees and expenses, payments, expenses and liability
arising out of or attributable to:
(a) All actions of the Transfer Agent or its agents or
subcontractors required to be taken pursuant to this
Agreement, provided such actions are taken in good faith and
without negligence or willful misconduct;
(b) The Fund's lack of good faith, negligence or willful
misconduct or the breach of any representation or warranty
of the Fund hereunder;
(c) The reasonable reliance or use by the Transfer Agent or its
agents or subcontractors of information, records and
documents data, certificates or services, which are received
by the Transfer Agent or its agents or subcontractors by
machine readable input, facsimile, CRT data entry,
electronic instructions or other similar means authorized by
the Fund, and which have been prepared, maintained or
performed by the Fund or any other person or firm on behalf
of the Fund including but not limited to any broker-dealer,
TPA or previous transfer agent;
(d) The reasonable reliance or use by the Transfer Agent or its
agents or subcontractors of any paper or document reasonably
believed to be genuine and to have been signed by the proper
person or persons including Shareholders or electronic
instruction from Shareholders submitted through electronic
means pursuant to security procedures established by the
Transfer Agent;
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(e) The reliance on, or the carrying out by the Transfer Agent
or its agents or subcontractors of any instructions or
requests of the Fund's representatives;
(f) The offer or sale of Shares in violation of any federal or
state securities laws requiring that such Shares be
registered or in violation of any stop order or other
determination or ruling by any federal or state agency with
respect to the offer or sale of such Shares;
(g) The negotiation and processing of any checks including
without limitation for deposit into the Fund's DDA
maintained by the Transfer Agent in accordance with the
procedures mutually agreed upon by the parties;
(h) Any actions taken or omitted to be taken by any former agent
of Fund and arising from Transfer Agent's reliance on the
certified list of holders; and
(i) The negotiation, presentment, delivery or transfer of Shares
through the Direct Registration System Profile System.
9.2 Instructions. At any time the Transfer Agent may apply to any
officer of the Fund for instruction, and may consult with legal
counsel for the Transfer Agent or the Fund with respect to any
matter arising in connection with the services to be performed by
the Transfer Agent under this Agreement, and Transfer Agent and
its agents and subcontractors shall not be liable and shall be
indemnified by the Fund for any action taken or omitted by it in
reliance upon such instructions or upon the advice or opinion of
such counsel. The Transfer Agent, its agents and subcontractors
shall be protected and indemnified in acting upon any paper or
document reasonably believed to be genuine and to have been
signed by the proper person or persons, or upon any instruction,
information, data, records or documents provided the Transfer
Agent or its agents or subcontractors by telephone, in person,
machine readable input, telex, CRT data entry or similar means
authorized by the Fund, and shall not be held to have notice of
any change of authority of any person, until receipt of written
notice thereof from the Fund. The Transfer Agent, its agents and
subcontractors shall also be protected and indemnified in
recognizing stock certificates which are reasonably believed to
bear the proper manual or facsimile signatures of officers of the
Fund, and the proper countersignature of any former transfer
agent or former registrar, or of a co-transfer agent or
co-registrar.
9.3. Standard of Care. The Transfer Agent shall at all times act in
good faith and agrees to use its best efforts within reasonable
limits to ensure the accuracy of all services performed under
this Agreement, but assumes no responsibility and shall not be
liable for loss or damage due to errors, including encoding and
payment processing errors, unless said errors are caused by its
negligence, bad faith, or willful misconduct or that of its
employees or agents.
9.4. Notice. In order that the indemnification provisions contained in
this Section shall apply, upon the assertion of a claim for which
the Fund may be required to indemnify the Transfer Agent, the
Transfer Agent shall promptly notify the Fund of such assertion,
and shall keep the Fund advised with respect to all
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developments concerning such claim. The Fund shall have the
option to participate with the Transfer Agent in the defense of
such claim or to defend against said claim in its own name or the
name of the Transfer Agent. The Transfer Agent shall in no case
confess any claim or make any compromise in any case in which the
Fund may be required to indemnify it except with the Fund's prior
written consent.
10. Consequential Damages.
NO PARTY SHALL BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR
CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER, INCLUDING, BUT NOT
LIMITED TO, LOSS OF ANTICIPATED PROFITS, OCCASIONED BY A BREACH OF ANY
PROVISION OF THIS AGREEMENT EVEN IF APPRISED OF THE POSSIBILITY OF SUCH
DAMAGES.
11. Responsibilities of the Transfer Agent.
The Transfer Agent undertakes the duties and obligations imposed by
this Agreement upon the following terms and conditions, by all of which
the Fund, by its acceptance hereof, shall be bound:
11.1 Whenever in the performance of its duties hereunder the Transfer
Agent shall deem it necessary or desirable that any fact or
matter be proved or established prior to taking or suffering any
action hereunder, such fact or matter may be deemed to be
conclusively proved and established by a certificate signed by an
officer of the Fund and delivered to the Transfer Agent. Such
certificate shall be full authorization to the recipient for any
action taken or suffered in good faith by it under the provisions
of this Agreement in reliance upon such certificate.
11.2 The Fund agrees that it will perform, execute, acknowledge and
deliver or cause to be performed, executed, acknowledged and
delivered all such further and other acts, instruments and
assurances as may reasonably be required by the Transfer Agent
for the carrying out, or performing by the Transfer Agent of the
provisions of this Agreement.
11.3 Transfer Agent, any of its affiliates or subsidiaries, and any
stockholder, director, officer or employee of the Transfer Agent
may buy, sell or deal in the securities of the Fund or become
pecuniarily interested in any transaction in which the Fund may
be interested, or contract with or lend money to the Fund or
otherwise act as fully and freely as though it were not appointed
as agent under this Agreement. Nothing herein shall preclude the
Transfer Agent from acting in any other capacity for the Fund or
for any other legal entity.
11.4 No provision of this Agreement shall require the Transfer Agent
to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder or in
the exercise of its rights if it shall believe in good faith that
repayment of such funds or adequate indemnification against such
risk or liability is not reasonably assured to it.
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12. Confidentiality
12.1 The Transfer Agent and the Fund agree that they will not, at any
time during the term of this Agreement or after its termination,
reveal, divulge, or make known to any person, firm, corporation
or other business organization, any Funds' lists, trade secrets,
cost figures and projections, profit figures and projections, or
any other secret or confidential information whatsoever, whether
of the Transfer Agent or of the Fund, used or gained by the
Transfer Agent or the Fund during performance under this
Agreement. The Fund and the Transfer Agent further covenant and
agree to retain all such knowledge and information acquired
during and after the term of this Agreement respecting such
lists, trade secrets, or any secret or confidential information
whatsoever in trust for the sole benefit of the Transfer Agent or
the Fund and their successors and assigns. In the event of breach
of the foregoing by either party, the remedies provided by
Section 8.3 shall be available to the party whose confidential
information is disclosed. The above prohibition of disclosure
shall not apply to the extent that the Transfer Agent must
disclose such data to its sub-contractor or the Fund's agent for
purposes of providing services under this Agreement.
12.2 In the event that any requests or demands are made for the
inspection of the Shareholder records of the Fund, other than
request for records of Shareholders pursuant to standard
subpoenas from state or federal government authorities (i.e.,
divorce and criminal actions), the Transfer Agent will endeavor
to notify the Fund and to secure instructions from an authorized
officer of the Fund as to such inspection. The Transfer Agent
expressly reserves the right, however, to exhibit the Shareholder
records to any person whenever it is advised by counsel that it
may be held liable for the failure to exhibit the Shareholder
records to such person or if required by law or court order.
13. Covenants of the Fund and the Transfer Agent
13.1 Documentation. The Fund shall promptly furnish to the Transfer
Agent the following:
(a) A certified copy of the resolution of the Board of Trustees
of the Fund authorizing the appointment of the Transfer
Agent and the execution and delivery of this Agreement; and
(b) A copy (in paper, electronic or other agreed upon format) of
the organizational documents of the Fund and all amendments
thereto.
13.2 Facilities. The Transfer Agent hereby agrees to establish and
maintain facilities and procedures reasonably acceptable to the
Fund for safekeeping of stock certificates, check forms and
facsimile signature imprinting devices, if any; and for the
preparation or use, and for keeping account of, such
certificates, forms and devices.
13.3 Records. The Transfer Agent shall keep records relating to the
services to be performed hereunder, in the form and manner as it
may deem advisable. The
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Transfer Agent agrees that all such records prepared or
maintained by it relating to the services performed hereunder are
the property of the Fund and will be preserved, maintained and
made available in accordance with the requirements of law, and
will be surrendered promptly to the Fund on and in accordance
with its request.
13.4 Non-Solicitation of Transfer Agent Employees. The Fund shall not
attempt to hire or assist with the hiring of an employee of the
Transfer Agent or of its affiliated companies or encourage any
employee to terminate their relationship with the Transfer Agent
or its affiliated companies.
14. Termination of Agreement
14.1 Term. The initial term of this Agreement (the "Initial Term")
shall be three (3) years from the date first stated above unless
terminated pursuant to the provisions of this Section 14. Unless
a terminating party gives written notice to the other party one
hundred and twenty (120) days before the expiration of the
Initial Term or any Renewal Term, this Agreement will renew
automatically from year to year (each such year-to-year renewal
term a "Renewal Term"). One hundred and twenty (120) days before
the expiration of the Initial Term or a Renewal Term the parties
to this Agreement will agree upon a Fee Schedule for the upcoming
Renewal Term. Otherwise, the fees shall be increased pursuant to
Section 5.5 of this Agreement.
14.2 Early Termination. Notwithstanding anything contained in this
Agreement to the contrary, should the Fund desire to move any of
its services provided by the Transfer Agent hereunder to a
successor service provider prior to the expiration of the then
current Initial or Renewal Term, or without the required notice,
the Transfer Agent shall make a good faith effort to facilitate
the conversion on such prior date; however, there can be no
guarantee or assurance that the Transfer Agent will be able to
facilitate a conversion of services on such prior date. In
connection with the foregoing, should services be converted to a
successor service provider, or if the Fund is liquidated or its
assets merged or purchased or the like with or by another entity
which does not utilize the services of the Transfer Agent, the
fees payable to the Transfer Agent shall be calculated as if the
services had been performed by the Transfer Agent until the
expiration of the then current Initial or Renewal Term and
calculated at the asset and/or Shareholder account levels, as the
case may be, on the date notice of termination was given to the
Transfer Agent, and the payment of all fees to the Transfer Agent
as set forth herein shall be accelerated to the business day
immediately prior to the conversion or termination of services or
such later date or dates as may be mutually agreed by the
parties.
14.3 Expiration of Term. During the Initial Term or Renewal Term,
whichever currently is in effect, should either party exercise
its right to terminate, all out-of-pocket expenses or costs
associated with the movement of records and material will be
borne by the Fund. Additionally, the Transfer Agent reserves the
right to charge for any other reasonable expenses associated with
such termination.
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14.4 Confidential Information. Upon termination of this Agreement,
each party shall return to the other party all copies of
confidential or proprietary materials or information received
from such other party hereunder, other than materials or
information required to be retained by such party under
applicable laws or regulations.
14.5 Unpaid Invoices. The Transfer Agent may terminate this Agreement
immediately upon an unpaid invoice payable by the Fund to the
Transfer Agent being outstanding for more than ninety (90) days,
except with respect to any amount subject to a good faith dispute
within the meaning of Section 5.4 of this Agreement.
14.6 Bankruptcy. Either party hereto may terminate this Agreement by
notice to the other party, effective at any time specified
therein, in the event that (a) the other party ceases to carry on
its business or (b) an action is commenced by or against the
other party under Title 11 of the United States Code or a
receiver, conservator or similar officer is appointed for the
other party and such suit, conservatorship or receivership is not
discharged within sixty (60) days.
15. Assignment and Third Party Beneficiaries
15.1 Except as provided in Section 16.1 below, neither this Agreement
nor any rights or obligations hereunder may be assigned by either
party without the written consent of the other party. Any attempt
to do so in violation of this Section shall be void. Unless
specifically stated to the contrary in any written consent to an
assignment, no assignment will release or discharge the assignor
from any duty or responsibility under this Agreement.
15.2 Except as explicitly stated elsewhere in this Agreement, nothing
under this Agreement shall be construed to give any rights or
benefits in this Agreement to anyone other than the Transfer
Agent and the Fund, and the duties and responsibilities
undertaken pursuant to this Agreement shall be for the sole and
exclusive benefit of the Transfer Agent and the Fund. This
Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.
15.3 This Agreement does not constitute an agreement for a partnership
or joint venture between the Transfer Agent and the Fund. Other
than as provided in Section 16.1, neither party shall make any
commitments with third parties that are binding on the other
party without the other party's prior written consent.
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16. Subcontractors
16.1 The Transfer Agent may, without further consent on the part of
the Fund, subcontract for the performance hereof with (i) Boston
Financial Data Services, Inc., a Massachusetts corporation
("Boston Financial") which is duly registered as a transfer agent
pursuant to Section 17A(c)(2) of the Securities Exchange Act of
1934, as amended, (ii) a Boston Financial subsidiary duly
registered as a transfer agent or (iii) a Boston Financial
affiliate duly registered as a transfer agent; provided however,
that the Transfer Agent shall be as fully responsible to the Fund
for the acts and omissions of such subcontractor as it is for its
own acts and omissions.
16.2 Nothing herein shall impose any duty upon the Transfer Agent in
connection with or make the Transfer Agent liable for the actions
or omissions to act of unaffiliated third parties such as by way
of example and not limitation, Airborne Services, Federal
Express, United Parcel Service, the U.S. Mails, the NSCC and
telecommunication companies, provided, if the Transfer Agent
selected such company, the Transfer Agent shall have exercised
due care in selecting the same.
17. Miscellaneous
17.1 Amendment. This Agreement may be amended or modified by a written
amendment executed by the parties hereto and, to the extent
required, authorized or approved by a resolution of the Board of
Trustees of the Fund.
17.2 Massachusetts Law to Apply. This Agreement shall be construed and
the provisions thereof interpreted under and in accordance with
the laws of The Commonwealth of Massachusetts.
17.3 Force Majeure. Notwithstanding anything to the contrary contained
herein, neither party shall be liable for any delays or failures
in performance resulting from acts beyond its reasonable control
including, without limitation, acts of God, acts of war or
terrorism, shortage of supply, breakdowns or malfunctions,
interruptions or malfunction of computer facilities, or loss of
data due to power failures or mechanical difficulties with
information storage or retrieval systems, labor difficulties or
civil unrest. Notwithstanding the foregoing, in the event of such
an occurrence, each party agrees to make a good faith effort to
perform its obligations hereunder.
17.4 Survival. All provisions regarding indemnification, warranty,
liability, and limits thereon, and confidentiality and/or
protections of proprietary rights and trade secrets shall survive
the termination of this Agreement.
17.5 Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the
remainder of the terms, provision, covenants and restrictions of
this Agreement shall remain in full force and effect and shall in
no way be affected, impaired or invalidated.
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17.6 Successors. All the covenants and provisions of this agreement
by or for the benefit of the Fund or the Transfer Agent shall
bind and inure to the benefit of their respective successors and
assigns hereunder.
17.7 Priorities Clause. In the event of any conflict, discrepancy or
ambiguity between the terms and conditions contained in this
Agreement and any Schedules or attachments hereto, the terms and
conditions contained in this Agreement shall take precedence.
17.8 Waiver. No waiver by either party or any breach or default of
any of the covenants or conditions herein contained and
performed by the other party shall be construed as a waiver of
any succeeding breach of the same or of any other covenant or
condition.
17.9 Merger of Agreement. This Agreement constitutes the entire
agreement between the parties hereto and supersedes any prior
agreement with respect to the subject matter hereof whether oral
or written.
17.10 Counterparts. This Agreement may be executed by the parties
hereto on any number of counterparts, and all of said
counterparts taken together shall be deemed to constitute one
and the same instrument.
17.11 Reproduction of Documents. This Agreement and all schedules,
exhibits, attachments and amendments hereto may be reproduced by
any photographic, photostatic, microfilm, micro-card, miniature
photographic or other similar process. The parties hereto each
agree that any such reproduction shall be admissible in evidence
as the original itself in any judicial or administrative
proceeding, whether or not the original is in existence and
whether or not such reproduction was made by a party in the
regular course of business, and that any enlargement, facsimile
or further reproduction shall likewise be admissible in
evidence.
17.12 Notices. Any notice or communication by the Transfer Agent or
the Fund to the other is duly given if in writing and delivered
in person or mailed by first class mail, postage prepaid, telex,
telecopier or overnight air courier guaranteeing next day
delivery, to the other's address:
(a) If to the Transfer Agent, to:
State Street Bank and Trust Company
c/o Boston Financial Data Services, Inc.
0 Xxxxxxxx Xxxxx, 0xx Xxxxx
Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Legal Department
Facsimile: (000) 000-0000
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(b) If to the Fund, to:
Nuveen Quality Preferred Income Fund
c/o Nuveen Investments
000 X. Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Legal Department
Facsimile: (000) 000-0000
The Transfer Agent and the Fund may, by notice to the other, designate
additional or different addresses for subsequent notices or communications.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
NUVEEN QUALITY PREFERRED INCOME FUND
BY: /s/ Xxxx X. Xxxxx
------------------------------------
ATTEST:
/s/ Xxxxxxx Xxx
--------------------------------
STATE STREET BANK AND TRUST COMPANY
BY: /s/ Xxxxxx X. Xxxxxx
---------------------------------
ATTEST:
/s/ Xxxxxx Xxxxxx
-------------------------------
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