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Mellon Investor Services T A AGREEMENT
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MELLON INVESTOR SERVICES LLC
SERVICE AGREEMENT AND FEE SCHEDULE
FOR
TRANSFER AGENT SERVICES
TO
BLUE CHIP VALUE FUND, INC.
DATE: DECEMBER 21, 2001
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Mellon Investor Services T A AGREEMENT
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THIS TRANSFER AGENT AGREEMENT between BLUE CHIP VALUE FUND, INC., a Maryland
corporation ("Client") and MELLON INVESTOR SERVICES LLC, a New Jersey limited
liability company ("Mellon"), is dated as of December 21, 2001.
1. APPOINTMENT. Client appoints Mellon as its transfer agent, dividend
disbursement agent and registrar and Mellon accepts such appointment in
accordance with the following terms and conditions for all authorized shares of
each class of stock listed in EXHIBIT A hereto (the "Shares").
2. TERM OF AGREEMENT.
(a) This Agreement shall commence on the date hereof and shall continue for
a term of 28 months. Unless either party gives written notice of
termination of this Agreement at least 60 days prior to the end of the
twenty-eight month term, this Agreement shall automatically renew for an
additional one-year term. Notwithstanding anything herein to the contrary,
either party may terminate this agreement at any time, with or without
cause, upon sixty (60) days prior written notice to the other party.
(b) Upon termination of the Agreement, Client must provide instructions to
Mellon as to the disposition of records, as well as any additional
documentation reasonably requested by Mellon. Except as otherwise expressly
provided in this Agreement, the respective rights and duties of Client and
Mellon under this Agreement shall cease upon termination of the
appointment.
3. DUTIES OF MELLON INVESTOR SERVICES. Mellon will provide the services listed
in EXHIBIT B hereto, in the performance of its duties as transfer agent,
dividend disbursement agent and registrar.
4. REPRESENTATIONS AND WARRANTIES OF CLIENT. Client represents, warrants and
covenants to Mellon that:
(a) the Shares issued and outstanding on the date hereof have been duly
authorized, validly issued and are fully paid and are non-assessable;
(b) the Shares issued and outstanding on the date hereof have been duly
registered under the Securities Act of 1933, as amended, and such
registration has become effective, or are exempt from such registration;
and have been duly registered under the Securities Exchange Act of 1934, as
amended, or are exempt from such registration;
(c) Client has paid or caused to be paid all taxes, if any, which were
payable upon or in respect of the original issuance of the Shares issued
and outstanding on the date hereof;
(d) The execution and delivery of this Agreement, and the issuance and any
subsequent transfer of the Shares hereunder, do not and will not conflict
with, violate, or result in a breach of, the terms, conditions or
provisions of, or constitute a default under the charter or the by-laws of
Client, any law or regulation, any order or decree of any court or public
authority having jurisdiction or result in a material breach of, or
constitute a material default under, any mortgage, indenture, contract,
agreement or undertaking to which Client is a party or by which it is bound
and this Agreement is enforceable against Client in accordance with its
terms, except as may be limited by bankruptcy, insolvency, moratorium,
reorganization and other similar laws affecting the enforcement of
creditors' rights generally; and
(e) Client agrees to provide the documentation and notifications listed in
EXHIBIT C hereto; and Client further agrees to deliver an opinion of
counsel as provided in EXHIBIT C, Section 7(a) and (b) upon any future
original issuance of Shares for which Mellon will act as transfer agent
hereunder
5. REPRESENTATIONS AND WARRANTIES OF MELLON. Mellon represents, warrants and
covenants to Client that:
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Mellon Investor Services T A AGREEMENT
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(a) it is a limited liability company duly organized and existing and in
good standing under the laws of the State of New Jersey;
(b) it is duly registered as a transfer agent pursuant to Section 17A(c)(2)
of the 1934 Act, as amended, and qualifies under the rules of the NYSE and
AMEX to act in the capacity as transfer agent, registrar and dividend
disbursement agent, and shall promptly give notice to Client in the event
that its registration is revoked; and
(c) all requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement.
6. COMPENSATION AND EXPENSES. Client shall compensate Mellon for its services
hereunder in accordance with the fee schedules listed in EXHIBIT D hereto. After
the expiration of the initial 28 month term hereof, such fees may be adjusted
annually by the annual percentage of change in the latest Consumer Price Index
of All Urban Consumers (CPI-U) United States City Average, 1982-84=100, as
published by the U.S. Department of Labor, Bureau of Labor Statistics. In
accordance with EXHIBIT D hereto, Client shall reimburse Mellon for all
reasonable expenses, disbursements or advances incurred by it in accordance
herewith. All amounts owed to Mellon hereunder are due upon receipt of the
invoice. Delinquent payments are subject to a late payment charge of one and one
half percent (1.5%) per month commencing forty-five (45) days from the invoice
date. Client agrees to reimburse Mellon for reasonable attorney's fees and any
other costs associated with collecting delinquent payments. Mellon may suspend
transfers and/or terminate this Agreement upon thirty (30) days prior written
notice if (i) Client fails to pay fees hereunder or (ii) any proceeding in
bankruptcy, reorganization, receivership or insolvency is commenced by or
against Client, Client shall become insolvent, or shall cease paying its
obligations as they become due or makes any assignment for the benefit of its
creditors.
7. SCOPE OF AGENCY.
(a) Mellon shall act solely as agent for Client under this Agreement and
owes no duties hereunder to any other person. Mellon undertakes to perform
the duties and only the duties that are specifically set forth in this
Agreement, and no implied covenants or obligations shall be read into this
Agreement against Mellon.
(b) Mellon may rely upon, and shall be protected in acting or refraining
from acting in good faith upon: (i) any Client communication authorized by
this Agreement; (ii) any communication from any predecessor Transfer Agent
or co-Transfer Agent or from any Registrar (other than Mellon), predecessor
Registrar or co-Registrar; and (iii) any other written instruction, notice,
request, direction, consent, report, certificate, or other instrument,
paper or document reasonably believed by Mellon to be genuine and to have
been signed or given by the proper party or parties. In addition, Mellon is
authorized to refuse to make any transfer it deems improper.
(c) Mellon may consult with counsel (including internal counsel) whose
advice shall be full and complete authorization and protection in respect
of any action taken, suffered or omitted by it hereunder in good faith and
in reliance thereon.
(d) Any instructions given by Client to Mellon orally, as permitted by any
provision of this Agreement, shall be confirmed in writing by Client as
soon as practicable. Mellon shall not be liable or responsible and shall be
fully authorized and protected for acting in good faith, or failing to act,
in accordance with any such oral instructions which do not conform with the
written confirmation received in accordance with this Section 7(d).
(e) Mellon shall not be obligated to take any legal action hereunder; if,
however, Mellon determines to take any legal action hereunder, and, where
the taking of such legal action might in Mellon's judgment subject or
expose Mellon to any expense or liability, Mellon shall not be required to
act unless Mellon shall have been furnished with an indemnity satisfactory
to Mellon.
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Mellon Investor Services T A AGREEMENT
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(f) The Secretary of Client shall, from time to time, certify to Mellon the
names, titles and signatures of the persons authorized to act on behalf of
Client under this Agreement.
8. INDEMNIFICATION. Client shall indemnify Mellon for, and hold it harmless
against, any loss, liability, claim or expense ("Loss") arising out of or in
connection with its duties under this Agreement, including the reasonable costs
and expenses of defending itself against any Loss, except to the extent that
such Loss shall have been determined by a court of competent jurisdiction to be
a result of Mellon's negligence, bad faith, willful malfeasance, reckless
disregard or intentional misconduct.
9. LIMITATION OF LIABILITY.
(a) In the absence of negligence, bad faith, willful malfeasance, reckless
disregard or intentional misconduct on its part, Mellon shall not be liable
for any action taken, suffered, or omitted by it or for any error of
judgment made by it in the performance of its duties under this Agreement.
In no event will Mellon be liable for special, indirect, incidental or
consequential loss or damages of any kind whatsoever (including but not
limited to lost profits), even if Mellon has been advised of the
possibility of such damages. Any liability of Mellon, with the exception of
Mellon's liability for its own gross negligence, bad faith, willful
malfeasance, reckless disregard or intentional misconduct, will be limited
to an amount equal to one-hundred (100) times the flat monthly fee to be
paid by Client as set forth in EXHIBIT D hereto.
(b) In the event any question or dispute arises with respect to Mellon'
duties hereunder, Mellon shall not be required to act or be held liable or
responsible for its failure or refusal to act until the question or dispute
has been (i) judicially settled (and, if appropriate, either may file a
suit in interpleader or for a declaratory judgment for such purpose) by
final judgment rendered by a court of competent jurisdiction that is
binding on all parties interested in the matter and is no longer subject to
review or appeal, or (ii) settled by a written document in form and
substance satisfactory to Mellon and executed by Client. In addition,
Mellon may require for such purpose, but shall not be obligated to require,
the execution of such written settlement by parties that may have an
interest in the settlement.
10. FORCE MAJEURE. Other than with respect to Client obligations to pay Mellon's
fees and expenses hereunder, neither party shall be liable for any failures,
delays or losses, arising directly or indirectly out of conditions beyond its
reasonable control, including, but not limited to, acts of government, exchange
or market ruling, suspension of trading, work stoppages or labor disputes, civil
disobedience, riots, rebellions, electrical or mechanical failure, computer
hardware or software failure, communications facilities failures including
telephone failure, war, fires, earthquakes, storms, floods, acts of God or
similar occurrences. In the event of equipment failures beyond Mellon's control,
Mellon shall at no expense to the Client, take commercially reasonable steps to
minimize service interruption.
11. MARKET DATA. Client acknowledges that Mellon may provide real-time or
delayed quotations and other market information and messages ("Market Data"),
which Market Data is provided to Mellon by certain national securities exchanges
and associations who assert a proprietary interest in Market Data disseminated
by them but do not guarantee the timeliness, sequence, accuracy or completeness
thereof. Client agrees and acknowledges that Mellon shall not be liable in any
way for any loss or damage arising from or occasioned by any inaccuracy, error,
delay in, omission of, or interruption in any Market Data obtained by Mellon or
the transmission thereof to Mellon.
12. NOTICES. All notices, demands and other communications shall be in writing
and sent or delivered to the addresses indicated on the signature page hereof.
Notice will be effective on the date that it is received.
13. RECORDS. The books and records pertaining to the Client which are in the
possession of Mellon shall be the property of the Client. Until delivered to the
Client in accordance with Mellon's standard procedures, such books and records
shall be maintained and preserved by Mellon as required by Rules 31a-1(b)(2)(iv)
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Mellon Investor Services T A AGREEMENT
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and 31a-2(a)(1) under the Investment Company Act of 1940, as amended. The
Client, or Client's authorized representatives, shall have electronic access to
such books and records at all times during Mellon's normal business hours. Upon
the reasonable request of the Client, at Client's expense, copies of any such
books and records shall be provided by Mellon to the Client or the Client's
authorized representative.
14. CONFIDENTIALITY. Mellon agrees on behalf of itself and its employees (i) to
treat confidentially all records and other information or data relative to the
Client, its prior, present or potential record and beneficial shareholders and
(ii) not to use such records, information or data for any purpose other than
performance of its responsibilities and duties under this Agreement, unless it
has received prior approval in writing from Client, or when requested to divulge
such information by duly constituted governmental authorities or
representatives.
15. COOPERATION WITH ACCOUNTANTS. Mellon shall cooperate with the Client's
independent public accountants and shall take such actions in the performance of
its obligations under this Agreement as may reasonably be requested by Client
that Client reasonably believes are necessary to assure that the necessary
information is made available to such accountants for the expression of their
opinion as such may be required by the Client from time to time.
16. MISCELLANEOUS.
(a) AMENDMENTS. This Agreement may not be amended or modified in any manner
except by a written agreement signed by both Mellon and Client.
(b) GOVERNING LAW. This Agreement shall be governed by, construed and
interpreted in accordance with the laws of the State of New York, without
regard to principles of conflicts of law.
(c) SURVIVAL OF TERMS. The obligations of Client under Sections 6, 8 and 9
shall survive the termination of this Agreement.
(d) ASSIGNMENT. This Agreement may not be assigned, or otherwise
transferred, in whole or in part, by either party without the prior written
consent of the other party, which the other party will not unreasonably
withhold, condition or delay. Any attempted assignment in violation of the
foregoing will be void.
(e) HEADINGS. The headings contained in this Agreement are for the purposes
of convenience only and are not intended to define or limit the contents of
this Agreement.
(f) SEVERANCE. Whenever possible, each provision of this Agreement will be
interpreted in such a manner as to be effective and valid under applicable
law, but if any provision of this Agreement is found to violate a law, it
will be severed from the rest of the Agreement and ignored.
(g) COUNTERPARTS. This Agreement may be executed manually in any number of
counterparts, each of which such counterparts, when so executed and
delivered, shall be deemed an original, and all such counterparts when
taken together shall constitute one and the same original instrument.
(h) ENTIRE AGREEMENT. This Agreement constitutes the entire understanding
of the parties with respect to the subject matter hereof and merges all
prior written or oral communications, understandings, and agreements with
respect to the subject matter of this Agreement. The parties acknowledge
that the Exhibits hereto are an integral part of this Agreement.
(i) BENEFITS OF THIS AGREEMENT. Nothing in this Agreement shall be
construed to give any person or entity other than Mellon and Client any
legal or equitable right, remedy or claim under this Agreement; but this
Agreement shall be for the sole and exclusive benefit of Mellon and Client.
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Mellon Investor Services T A AGREEMENT
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WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly
authorized officers as of the day and year above written.
BLUECHIP VALUE FUND, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
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Title: Treasurer
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Address: 0000 00xx Xxxxxx, 00xx Xxxxx
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Xxxx, Xxxxx: Xxxxxx, XX 00000
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Tel/Fax: 000.000.0000/ 000.000.0000
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MELLON INVESTOR SERVICES LLC
By: /s/ Xxx Tinto
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Name: Xxx Tinto
Title: Vice President
NOTICE ADDRESS:
Address: 000 Xxxxxxxx Xxxxx 00xx Xxxxx
Xxxx, Xxxxx: Xxxx Xxxxxxxx, XX 00000
TEL/FAX: 000-000-0000 / 000 000-0000
E-Mail: xxxxxx@xxxxxxxxxxxxxx.xxx
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Mellon Investor Services EXHIBIT A
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STOCK SUBJECT TO THE AGREEMENT
Number of Authorized Number of Authorized
Shares Issued and Shares Reserved for
Number of Authorized Outstanding (including Future Issuance Under
Class of Stock Shares Treasury Shares) Existing Agreements
-------------- ------ ---------------- -------------------
1. Common 100,000,000 20,962,456
2.
3.
4.
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Mellon Investor Services EXHIBIT B
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SERVICES TO BE PROVIDED
ACCOUNT MAINTENANCE FUNCTIONS
* Opening new accounts
* Posting debits and credits
* Maintaining certificate history
* Placing and releasing stop transfer notations
* Consolidating accounts
* Coding accounts requiring special handling (e.g. "bad address," "do not
mail," "VIP," etc.)
* Processing address changes
* Responding to shareholder correspondence
* Providing a dedicated 800 phone number for shareholder inquiries
* Obtaining and posting Taxpayer Identification Number certifications
pursuant to IDTCA regulations
* Maintaining closed accounts for the purpose of research and tax reporting
* Purging closed accounts that meet selective criteria
* Providing unlimited on-line access to shareholder records
* Training on system access
CERTIFICATE ISSUANCE FUNCTIONS
* Qualifying under the rules of the NYSE and AMEX to act in the dual capacity
as transfer agent and registrar
* Maintaining mail and window facilities for the receipt of transfer requests
* Maintaining and securing unissued certificate inventory and supporting
documents
* Examining issuance or transfer requests to ensure that proper authority is
being exercised
* Verifying (to the extent possible) that surrendered certificates are
genuine and have not been altered
* Verifying that original issuances are properly authorized and have
necessary regulatory approval
* Verifying that Shares issued equal the amount surrendered
* Verifying that no stop orders are held against the surrendered certificates
* Issuing and registering new certificates
* Recording canceled and issued certificates by registration, certificate
number and Shares
* Canceling surrendered certificates and storing for two years
* Delivering completed transfers
* Processing restricted and legal transfers upon presentment of appropriate
supporting documentation
* Preparing Daily Transfer or Management Summary Journals
* Replacing lost, destroyed or stolen certificates provided that Mellon is in
receipt of (a) evidence acceptable to it of the loss, theft or destruction,
and (b) a surety bond acceptable to Mellon sufficient to indemnify and save
it and Client harmless (charge imposed on shareholder)
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Mellon Investor Services EXHIBIT B
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PROXY AND ANNUAL MEETING FUNCTIONS
* Identifying broker/nominee account requirements to determine amount of sets
of material needed
* Preparing and mailing proxy material and Annual Report to registered
shareholders
* Suppressing the mailing of multiple Annual Reports to households requesting
it
* Tabulating proxies (both scanner and manual) returned by shareholders
* Identifying shareholders who will attend the Annual Meeting
* Providing Inspector(s) of Election for the Annual Meeting
* Supporting efforts of any proxy solicitor
* Preparing list of record date holders
* Preparing report of final vote
* Providing remote access to proxy tabulation system
* Maintaining an automated link with DTC and ADP to receive transmissions of
broker votes
* Processing omnibus proxies for respondent banks
* Internet/Telephone Voting
DIVIDEND DISBURSEMENT FUNCTIONS
* Preparing and mailing checks
* Reconciling checks
* Preparing payment register in list or microfiche form
* Withholding and filing taxes for non-resident aliens and others
* Filing federal tax information returns
* Processing "B" and "C" Notices received from the IRS
* Mailing required statements (Form 1099) to registered holders
* Maintaining stop files and issuing replacement checks
* Maintaining payment orders and addresses
* Maintaining records to support escheat filings
* ACH, Direct Deposit of Dividends
DIVIDEND REINVESTMENT SERVICES (MELLON BANK, N.A.)
* Purchasing shares on the market to meet requirements of Client's dividend
reinvestment plan
* Opening and maintaining participant accounts
* Processing reinvestment and optional cash payments
* Preparing participant statements of account, after each transaction,
showing activity for current period
* Processing liquidations and terminations according to plan specifications
* Providing periodic investment reports to Company
* Preparing Form 1099B to report sale proceeds
OTHER SERVICES ASSOCIATED WITH THIS AGREEMENT
* Preparing shareholder listings and labels
* Preparing analytical reports
* Mailing quarterly or periodic reports
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Mellon Investor Services EXHIBIT B
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IF REQUESTED, THE FOLLOWING SERVICES ARE SUBJECT TO ADDITIONAL FEE:
Abandoned Property Services
Secondary Offerings or Closings Simultaneous Exercise Sell Program
Confidential Proxy Voting Bank/Broker Distributions
Intranet Voting Special Shareholder Meeting Consulting
Corporate Stock Buy-Backs Custodian Services
Escrow Services Direct Equity Programs & Dividend Reinvestment Programs
Special Cash/Stock Dividends/Splits Exchange/ Tender Offers and Processing
Proxy Solicitation StockWatch (Beneficial Ownership Identification)
Logistics Services Information Agency
Rights Agency Storing Cancelled Certificates (Beyond Initial Two Years)
Specialized Reportings Foreign Tax Reclaim Processing
Employee Stock Purchase Plan Administration
Employee Stock Option Plan Administration
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Mellon Investor Services EXHIBIT C
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DOCUMENTS AND NOTIFICATIONS TO BE DELIVERED TO MELLON INVESTOR SERVICES
UPON EXECUTION OF THIS AGREEMENT
Client shall provide Mellon an executed copy of this Agreement, along with the
following, to the extent not already provided:
1. An adequate supply of Share certificates.
2. A copy of the resolutions adopted by the Board of Directors of Client
appointing Mellon as Transfer Agent and/or Registrar and Dividend Disbursing
Agent, as the case may be, duly certified by the Secretary or Assistant
Secretary of Client under the corporate seal.
3. A copy of the Certificate of Incorporation of Client, and all amendments
thereto, certified by the Secretary of State of the state of incorporation.
4. A copy of the By-laws of Client as amended to date, duly certified by the
Secretary of Client under the corporate seal.
5. A certificate of the Secretary or an Assistant Secretary of Client, under its
corporate seal, stating that:
a) this Agreement has been executed and delivered pursuant to the authority
of Client's Board of Directors;
b) the attached specimen Share certificate(s) are in substantially the form
submitted to and approved by Client's Board of Directors for current use
and the attached specimen Share certificates for each Class of Stock with
issued and outstanding Shares are in the form previously submitted to and
approved by Client's Board of Directors for past use;
c) the attached list of existing agreements pursuant to which Shares have
been reserved for future issuance specifying the number of reserved Shares
subject to each such existing agreement and the substantive provisions
thereof, is true and complete, or no Shares have been reserved for future
issuance;
d) each shareholder list provided is true and complete (such certification
may state that it is based upon the certification of the predecessor
Transfer Agent or predecessor Registrar that prepared the list) or no
Shares are outstanding;
e) the name of each stock exchange upon which any of the Shares are listed
and the number and identity of the Shares so listed;
f) the name and address of each co-Transfer Agent, Registrar (other than
Mellon) or co-Registrar for any of the Shares and the extent of its
appointment, or there are no co-Transfer Agents, Registrars (other than
Mellon) or co-Registrars for any of the Shares; and
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Mellon Investor Services EXHIBIT B
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g) the officer(s) of Client, who executed this Agreement as well as any
certificates or papers delivered to Mellon pursuant to this Agreement, were
validly elected to, and the incumbents of, the offices they purported to
hold at the time of such execution and delivery, and that their signatures
on all documentation are genuine; and upon which is subscribed a
certificate of an officer of Client, other than the officer executing the
certificate of the Secretary, stating that the person who executed the
certificate of the Secretary was validly elected to, and is the Secretary
or an Assistant Secretary of Client and that his signature on the
certificate is genuine.
6. A shareholder list, preferably in machine readable format, certified as true
and complete by the person preparing the list, for the issued and outstanding
Shares, setting forth as to each holder, his/her name and address, tax
identification number certified by the shareholder pursuant to requirements of
the Internal Revenue Code and applicable regulations, the number of Shares held,
the Share certificate numbers and the existence of any stop orders or other
transfer restrictions.
7. Opinion of counsel for Client, addressed to Mellon, to the effect that:
a) the Shares issued and outstanding on the date hereof have been duly
authorized, validly issued and are fully paid and are non-assessable; and
any Shares to be issued hereunder, when issued, shall have been duly
authorized, validly issued and fully paid and will be non-assessable
assuming that prior to such issuance, the Client will have filed with the
Maryland Department of Assessments and Taxation all necessary documents to
authorize, classify and establish such Shares;
b) the Shares issued and outstanding on the date hereof have been duly
registered under the Securities Act of 1933, as amended, and such
registration has become effective, or are exempt from such registration;
and have been duly registered under the Securities Exchange Act of 1934, as
amended, or are exempt from such registration;
c) the execution and delivery of this Agreement and the issuance of the
Shares do not and will not conflict with, violate, or result in a breach
of, the terms, conditions or provisions of, or constitute a default under,
the charter or the by-laws of Client, any applicable federal securities law
or regulation, any Maryland corporate law or regulation, any order or
decree of any court or public authority having jurisdiction, or any
mortgage, indenture, contract, agreement or undertaking known to counsel to
which Client is a party or by which it is bound; and this Agreement is
enforceable against Client in accordance with its terms, except as limited
by bankruptcy, insolvency, moratorium, reorganization and other similar
laws affecting the enforcement of creditors' rights generally.
8. A completed Internal Revenue Service Form 2678.
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Mellon Investor Services EXHIBIT B
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NOTIFICATION OF CHANGES
Client shall promptly notify Mellon of the following:
1. Any change in the name of Client, amendment of its certificate of
incorporation or its by-laws;
2. Any change in the title of a Class of Stock from that set forth in Column 1
of Exhibit A;
3. Any change in the Number of Authorized Shares from that set forth in Column 2
of Exhibit A;
4. Any change in existing agreements or any entry into new agreements changing
the Number of Authorized Shares Reserved for Future Issuance Under Existing
Agreements from that listed in Column 4 of Exhibit A hereto;
5. Any change in the number of outstanding Shares subject to stop orders or
other transfer limitations;
6. The listing or delisting of any Shares on any stock exchange;
7. The appointment after the date hereof of any co-Transfer Agent, Registrar
(other than Mellon) or any co-Registrar for any of the Shares;
8. The merger of Client into, or the consolidation of Client with, or the sale
or other transfer of the assets of Client substantially as an entirety to,
another person; or the merger or consolidation of another person into or with
Client; and
9. Any other change in the affairs of Client of which Mellon must have knowledge
to perform properly its duties under this Agreement.
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Mellon Investor Services EXHIBIT D
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COMPANY NAME
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INITIAL TERM OF AGREEMENT: .......................................... 28 MONTHS
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SERVICE FEES
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FLAT MONTHLY FEE (SINGLE ISSUE).........................................$4,000
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THE ABOVE FEE WILL BE CHARGED FOR ALL SERVICES LISTED IN EXHIBIT B AND WILL BE
SUBJECT TO THE FOLLOWING ANNUAL ALLOWANCES:
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Number of open accounts maintained........................................3,500
Number of DR Accounts Maintained..........................................2,100
Number of certificates and / or book-entry credits........................1,000
Number of dividends paid, per annum...........................................4
Number of quarterly report mailings...........................................3
Number of other mailings per year (one enclosure).............................1
Number of enclosures--annual meeting mailing..................................4
Number of shareholder telephone inquiries...................................600
Number of shareholder written inquiries.....................................600
Number of lists, labels, reports, analyses...................................12
Number of Inspectors of Election..............................................1
Number of respondent bank omnibus proxies....................................10
Number of DWAC transactions.................................................N/A
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TO THE EXTENT THE ABOVE ANNUAL ALLOWANCES ARE EXCEEDED, THE FOLLOWING FEES
WILL APPLY:
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For each account maintained above 3,500 (per year)..................$ 5.50
For each DR Account Maintained above 2,100 per year................. 2.00
For each option /restricted/legal items processed...................$ 20.00
For each certificate issued or book-entry credit posted.............$ 2.00
For each shareholder telephone inquiry..............................$ 5.25
For each shareholder written inquiry................................$ 10.00
Mailings............................................................See Attached
Lists / Labels / Analyses...........................................See Attached
For each additional Inspector of Election...........................$ 500.00
For each respondent bank omnibus proxy..............................$ 100.00
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Mellon Investor Services EXHIBIT D
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EXPENSES AND OTHER CHARGES
FEES AND OUT OF POCKET EXPENSES. All charges and fees, out of pocket costs,
expenses and disbursements of Mellon are due and payable by Client upon receipt
of an invoice from Mellon. Client shall pay for estimated postage by mail date.
The cost of stationery and supplies, such as transfer sheets, dividend checks,
etc., together with any disbursement for telephone, postage, mail insurance,
travel for annual meeting, link-up charges for ADP/IECA, tape charges from DTC,
etc. are billed in addition to the above fees.
For companies who participate in the Direct Registration System (DRS), Mellon
will provide a "sell" feature for liquidation of book-entry shares held on
behalf of a shareholder. Upon receipt of a sell request by the registered
shareholder, Mellon Financial Corporation will process the request and remit the
proceeds to the shareholder in the form of a check (less the appropriate fees).
The charge for each such sale is $15.00 plus $0.12 per share.
INITIAL FEE. A fee of $3,600 is payable at signing of the Service Agreement for
the additional activities associated with the acceptance of this appointment.
Initial public offerings (IPO'S) fees are additional and will include the
issuance of up to 100 additional certificates/bookenty debits.
Certificates/bookentries issued/processed in excess of that amount will be
charged at $2.00 per certificate/debit. Secondary offerings will be assessed at
the time of the appointment.
TERMINATION FEE. In the event Client terminates this Agreement, the Client shall
pay Mellon a fee of one dollars ($1.00) per registered shareholder account then
maintained for the Client on Mellon' records, subject to a minimum fee of three
thousand six hundred dollars ($3,600.00). This fee, subject to change upon
written notification to the Client by Mellon, is separate from any other amounts
payable by the Client to Mellon incidental to such termination, such as, the
cost to produce and ship records, reports and unused certificate stock to a
successor agent. It is also separate from any other fees for services under this
Agreement, which would be accrued and payable by the Client to Mellon prior to
such termination. Mellon may withhold the Client's records, reports and unused
certificate stock from a successor agent pending the Client's payment in full of
its fees and expenses owed under this Agreement.
CONVERSION. There is usually no charge for converting the Client's files to
Mellon' system with the exception of outstanding check history from the current
agent's file. A review of the current rules and formats will be made to
determine if any situation exists which will require extraordinary effort to
complete the conversion. Any charge will be discussed with the Client prior to
work commencing.
INTEREST. In the event Client shall default in the payment of any such charges,
such defaulted sums shall bear interest or finance charges at the maximum
applicable legal rate and all costs and expenses of effecting collection of any
said sums, including a reasonable attorney's fee, shall be paid by Client.
LEGAL, TECHNOLOGICAL EXPENSES. Certain legal expenses may be incurred in
resolving matters not anticipated in the normal course of business. This may
result in a separate charge to cover our expenses in resolving such matters;
provided that any legal expenses charged to the Client shall be reasonable.
In the event any Federal regulation and/or state or local law are enacted which
require Mellon to make any technological improvements and/or modifications to
our current system, Client shall reimburse Mellon, on a pro rata basis
proportionate to the Client's registered shareholder base, for the costs
associated with making such required technological improvements and/or
modifications.
OTHER SERVICES. Fees for any services not specified, such as maintaining mail
lists, storing canceled certificates after the initial two year period,
escheating unclaimed property to the states, stock splits, exchanges, tenders,
solicitation mailings and coding of dividend reinvestment and ACH accounts,
etc., will be based on Mellon' standard fees at the time of the request or, if
no standard fees have been established, an appraisal of the work to be performed
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Mellon Investor Services EXHIBIT D
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LISTS / LABELS / ANALYSES
LISTS
Per name listed.......................................................$0.05
LABELS
Per label printed.....................................................$0.05
ANALYSES
Per name passed on data base..........................................$0.02
Per name listed in report.............................................$0.05
(MINIMUM charge for each of the above services is $250.00.)
OUT-OF-POCKET EXPENSES
Any expenses of this nature, which include but are not limited to telephone,
facsimile transmissions, postage, insurance, messenger, stationery, etc., will
be billed in addition to the above stated fees. Estimated Postage is payable in
advance.
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Mellon Investor Services EXHIBIT D
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MAILING SERVICES
ADDRESSING
Addressing mailing medium (per name)..................................$0.05
AFFIXING
Affixing labels (per label)...........................................$0.03
INSERTING
Inserting Enclosures (Machine)
1st Enclosure (per piece)........................................$0.050
2nd Enclosure (per piece)........................................$0.025
3rd Enclosure (per piece)........................................$0.020
4th Enclosure (per piece)........................................$0.015
Inserting Enclosures (Manual)
Charge will be determined based on analysis of work to be performed.
(MINIMUM charge for each of the above services is $250.00.)
OUT-OF-POCKET EXPENSES
Any expenses of this nature, which include but are not limited to telephone,
facsimile transmissions, postage, insurance, messenger, stationery, etc., will
be billed in addition to the above stated fees. Estimated Postage is payable in
advance.
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Mellon Investor Services DOCUMENTATION CHECKLISTS
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COMPANY NAME
APPOINTMENT DOCUMENTATION LIST
DOCUMENT RECEIVED DATE COMMENTS
-------- -------- ---- --------
1. Service Agreement [ ] Date Execute, return to Mellon Investor
Services
2. Certificate of Incorporation [ ]
3. By-Laws, with
Amendments [ ]
4. Board Resolution
Appointing Mellon Investor Services [ ]
5. Opinion of Counsel,
addressed to Mellon Investor Services [ ]
6. Specimen Stock Certificate [ ] Obtain from Bank Note Company
7. Secretary's Certificate [ ] See Exhibit C. Sec. 5, a-g
8. Specimen Signature of Authorized
Officers [ ] Form Enclosed
9. Form 2678; Employer Appointment of Agent [ ] IRS Form, enclosed
SEE EXHIBIT C FOR DETAILS
IPO CLOSING CHECK LIST
DOCUMENT RECEIVED DATE COMMENTS
-------- -------- ---- --------
1. Registration Statement [ ] Place Mellon Investor Services on
Distribution
2. Listing Application [ ]
3. Prospectus [ ]
4. Authorization from Company to accept
Issuance Instructions from Underwriter [ ]
5. Issuance Instructions [ ]
6. Text of Restrictive Legend,
if any [ ]
7. Delivery Instructions [ ]
8. Cross receipt, Company & Underwriter [ ]
9. Closing Memo [ ]
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Mellon Investor Services
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AUTHORIZED AND SPECIMEN
MELLON INVESTOR SERVICES LLC SIGNATURES
---------------------------- ----------
THE FOLLOWING ARE THE AUTHORIZED AND SPECIMEN SIGNATURES OF THE COMPANY
COMPANY NAME
------------
ADDRESS
-------------------------------- CHAIRMAN ------------------------------
TYPE NAME OF THE BOARD SIGNATURE
-------------------------------- ------------------------------
TYPE NAME PRESIDENT SIGNATURE
-------------------------------- VICE ------------------------------
TYPE NAME PRESIDENT SIGNATURE
-------------------------------- VICE ------------------------------
TYPE NAME PRESIDENT SIGNATURE
-------------------------------- ------------------------------
TYPE NAME TREASURER SIGNATURE
-------------------------------- ASSISTANT ------------------------------
TYPE NAME TREASURER SIGNATURE
-------------------------------- ASSISTANT ------------------------------
TYPE NAME TREASURER SIGNATURE
-------------------------------- ------------------------------
TYPE SECRETARY SIGNATURE
-------------------------------- ASSISTANT ------------------------------
TYPE NAME SECRETARY SIGNATURE
-------------------------------- ASSISTANT ------------------------------
TYPE NAME SECRETARY SIGNATURE
-------------------------------- ------------------------------
TYPE NAME GENERAL COUNSEL SIGNATURE
-------------------------------- ------------------------------
TYPE NAME SIGNATURE
I, ______________ SECRETARY OF ______________ DO HEREBY CERTIFY THAT THE ABOVE
SIGNATURES ARE TRUE SPECIMENS OF THE SIGNATURES OF THE OFFICERS OF THIS
CORPORATION WHO NOW HOLD THE OFFICE SET FORTH OPPOSITE THEIR RESPECTIVE NAMES.
DATED
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CORPORATE SEAL SECRETARY
