Exhibit (k)(1)
AGREEMENT, made as of September 29, 1988, between Munivest Fund,
Inc., a corporation organized under the laws of the State of Maryland
(hereinafter referred to as the "Customer"), and The Bank of New York, a New
York trust company (hereinafter referred to as the "Bank").
W I T N E S S E T H:
That for and in consideration of the mutual promises hereinafter set
forth, the parties hereto covenant and agree as follows:
ARTICLE I
DEFINITIONS
-----------
Whenever used in this Agreement, the following words and phrases
shall have the following meanings:
1. "Business Day" shall be deemed to be each day on which the Bank
is open for business.
2. "Certificate" shall mean any notice, instruction or other
instrument in writing, authorized or required by this Agreement to be given to
the Bank by the Customer which is signed by any Officer, as hereinafter
defined, and actually received by the Bank.
3. "Officer" shall be deemed to be the Customer's President, any
Vice President, the Secretary, the Treasurer, the Comptroller, any Assistant
Comptroller, any Assistant Vice President, any Assistant Treasurer, and any
other person, whether or not an officer or employee of the Customer, duly
authorized by the Board of Directors of the Customer to execute any
Certificate, instruction, notice or other instrument on behalf of the Customer
and named in a Certificate, as such Certificate may be amended from time to
time, and any person reasonably believed by the Bank to be such a person.
4. "Prospectus" shall mean the last Customer prospectus actually
received by the Bank from the Customer with respect to which the Customer has
indicated a registration statement under the Securities Act of 1933, as
amended, has become effective, including the Statement of Additional
Information incorporated by reference therein.
5. "Shares" shall mean all or any part of each class of the shares
of capital stock of the Customer which from time to time are authorized and/or
issued by the Customer and
identified in a Certificate of the Secretary of the Customer under corporate
seal, as such Certificate may be amended from time to time.
ARTICLE II
APPOINTMENT OF BANK
-------------------
1. The Customer hereby constitutes and appoints the Bank as its
agent to perform the services described herein and as more particularly
described in Schedule I attached hereto (the "Services"), and the Bank hereby
accepts appointment as such agent and agrees to perform the Services in
accordance with the terms hereinafter set forth.
2. In connection with such appointment, the Customer shall deliver
the following documents to the Bank:
(a) A certified copy of the Certificate of Incorporation or
other documents evidencing the Customer's form of organization (the "Charter")
and all amendments thereto;
(b) A certified copy of the By-Laws of the Customer;
(c) A certified copy of a resolution of the Board of Directors
of the Customer appointing the Bank to perform the Services and authorizing
the execution and delivery of this Agreement;
(d) A Certificate signed by the Secretary of the Customer
specifying: the number of authorized Shares, the number of such authorized
Shares issued and currently outstanding, and the names and specimen signatures
of all persons duly authorized by the Board of Directors of the Customer to
execute any Certificate on behalf of the Customer, as such Certificate may be
amended from time to time.
(e) Specimen Share certificates for each class of Shares in the
form approved by the Board of Directors of the Customer, together with a
Certificate signed by the Secretary of the Customer as to such approval;
(f) Copies of the Customer's Registration Statement, as amended
to date, and the most recently filed Post-Effective Amendment thereto, filed
by the Customer with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, together with any applications filed in
connection therewith; and
(g) An opinion of counsel for the Customer with respect to the
validity of the authorized and outstanding Shares, whether such Shares are
fully paid and non-assessable and the status of such Shares under the
Securities Act of 1933, as amended, and any other applicable law or regulation
(i.e., if subject to registration, that they have been registered and that the
Registration Statement has become effective or, if exempt, the specific
grounds therefor).
3. The Customer shall furnish the Bank with a sufficient supply of
blank Share certificates and from time to time will renew such supply upon
request of the Bank. Such blank Share certificates shall be properly signed,
by facsimile or otherwise, by Officers of the
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Customer authorized by law or by the By-Laws to sign Share certificates, and,
if required, shall bear the corporate seal or a facsimile thereof.
ARTICLE III
AUTHORIZATION AND ISSUANCE OF SHARES
-------------------------------------
1. The Customer shall deliver to the Bank the following documents on
or before the effective date of any increase, decrease or other change in the
total number of Shares authorized to be issued:
(a) A certified copy of the amendment to the Charter giving
effect to such increase, decrease or change;
(b) An opinion of counsel for the Customer with respect to the
validity of the Shares and the status of such Shares under the Securities Act
of 1933, as amended, and any other applicable federal law or regulations
(i.e., if subject to registration, that they have been registered and that the
Registration Statement has become effective or, if exempt, the specific
grounds therefor); and
(c) In the case of an increase, if the appointment of the Bank
was theretofore expressly limited, a certified copy of a resolution of the
Board of Directors of the Customer increasing the authority of the Bank.
2. Prior to the issuance of any additional Shares pursuant to stock
dividends, stock splits or otherwise, and prior to any reduction in the number
of Shares outstanding, the Customer shall deliver the following documents to
the Bank:
(a) A certified copy of the resolutions adopted by the Board of
Directors and/or the shareholders of the Customer authorizing such issuance of
additional Shares of the Customer or such reduction, as the case may be;
(b) A certified copy of the order or consent of such
governmental or regulatory authority required by law as a prerequisite to the
issuance or reduction of such Shares, as the case may be, and an opinion of
counsel for the Customer that no other order or consent is required; and
(c) An opinion of counsel for the Customer with respect to the
validity of the Shares and the status of such Shares under the Securities Act
of 1933, as amended, and any other applicable law or regulation (i.e., if
subject to registration, that they have been registered and that the
Registration Statement has become effective or, if exempt, the specific
grounds therefor).
ARTICLE IV
RECAPITALIZATION OR CAPITAL ADJUSTMENT
--------------------------------------
1. In the case of any negative stock split, recapitalization or
other capital adjustment requiring a change in the form of Share certificates,
the Bank will issue Share
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certificates in the new form in exchange for, or upon transfer of, outstanding
Share certificates in the old form, upon receiving:
(a) A Certificate authorizing the issuance of Share
certificates in the new form;
(b) A certified copy of any amendment to the Charter with
respect to the change;
(c) Specimen Share certificates for each class of Shares in the
new form approved by the Board of Directors of the Customer, with a
Certificate signed by the Secretary of the Customer as to such approval;
(d) A certified copy of the order or consent of each
governmental or regulatory authority required by law as a prerequisite to the
issuance of the Shares in the new form, and an opinion of counsel for the
Customer that the order or consent of not other governmental or regulatory
authority is required; and
(e) An opinion of counsel for the Customer with respect to the
validity of the Shares in the new form and the status of such Shares under the
Securities Act of 1933, as amended, and any other applicable law or
regulations (i.e., if subject to registration, that they have been registered
and that the Registration Statement has become effective or, if exempt, the
specific grounds therefor).
2. The Customer shall furnish the Bank with a sufficient supply of
blank Share certificates in the new form, and from time to time will replenish
such supply upon the request of the Bank. Such blank Share certificates shall
be properly signed, by facsimile or otherwise, by Officers of the Customer
authorized by law or by the By-Laws to sign Share certificates and, if
required, shall bear the corporate seal or a facsimile thereof.
ARTICLE V
ISSUANCE AND TRANSFER OF SHARES
-------------------------------
1. (a) The Bank will issue Share certificates upon receipt of a
Certificate from an Officer, but shall not be required to issue Share
certificates after it has received from an appropriate federal or state
authority written notification that the sale of Shares has been suspended or
discontinued, and the Bank shall be entitled to rely upon such written
notification. The Bank shall not be responsible for the payment of any
original issue or other taxes required to be paid by the Customer in
connection with the issuance of any Shares.
(b) Shares will be transferred upon presentation to the Bank of
Share certificates in form deemed by the Bank properly endorsed for transfer,
accompanied by such documents as the Bank deems necessary to evidence the
authority of the person making such transfer, and bearing satisfactory
evidence of the payment of applicable stock transfer taxes. In the case of
small estates where no administration is contemplated, the Bank may, when
furnished with an appropriate surety bond, and without further approval of the
Customer, transfer Shares registered in the name of the decedent where the
current market value of the Shares being transferred does not exceed such
amount as may from time to time be prescribed by the various
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states. The Bank reserves the right to refuse to transfer Shares until it is
satisfied that the endorsements on Share certificates are valid and genuine,
and for that purpose it may require, unless otherwise instructed by an Officer
of the Customer, a guaranty of signature by a member firm of the New York
Stock Exchange or by a bank or trust company acceptable to the Bank. The Bank
also reserves the right to refuse to transfer Shares until it is satisfied
that the requested transfer is legally authorized, and it shall incur no
liability for the refusal in good faith to make transfers which the Bank, in
its judgment, deems improper or unauthorized, or until it is satisfied that
there is no basis to any claims adverse to such transfer. The Bank may, in
effecting transfers of Shares, rely upon those provisions of the Uniform Act
for the Simplification of Fiduciary Security Transfers or the Uniform
Commercial Code, as the same may be amended from time to time, applicable to
the transfer of securities, and the Customer shall indemnify the Bank for any
act done or omitted by it in good faith in reliance upon such laws.
(c) All certificates representing Shares that are subject to
restrictions on transfer (e.g., securities acquired pursuant to an investment
representation, securities held by controlling persons, securities subject to
stockholders' agreements, etc.), other than the general restrictions on
transferability of the Shares described in the Prospectus, shall be stamped
with a legend describing the extent and conditions of the restrictions or
referring to the source of such restrictions. The Bank assumes no
responsibility with respect to the transfer of restricted securities where
counsel for the Customer advises that such transfer may be properly effected.
(d) Notwithstanding the foregoing or any other provision
contained in this Agreement to the contrary, the Bank shall be fully protected
by the Customer in not requiring any instruments, documents, assurances,
endorsements or guarantees, including, without limitation, any signature
guarantees, in connection with a transfer of Shares whenever the Bank
reasonably believes that requiring the same would be inconsistent with the
transfer procedures as described in the Prospectus.
ARTICLE VI
DIVIDENDS AND DISTRIBUTIONS
---------------------------
1. The Customer shall furnish to the Bank a copy of a resolution of
its Board of Directors, certified by the Secretary or any Assistant Sectary,
either (1) setting forth the date of the declaration of a dividend or
distribution, the date of accrual or payment, as the case may be, the record
date as of which shareholders entitled to payment, or accrual, as the case may
be, shall be determined, the amount per Share of such dividend or
distribution, the payment date on which all previously accrued and unpaid
dividends are to be paid, and the total amount, if any, payable to the Bank on
such payment date, or (ii) authorizing the declaration of dividends and
distributions on a periodic basis and authorizing the Bank to rely on a
Certificate setting forth the information described in subsection (i) of this
paragraph.
2. Prior to the payment date specified in such Certificate or
resolution, as the case may be, the Customer shall, in the case of a cash
dividend or distribution, pay to the Bank an amount of cash, if any,
sufficient for the Bank to make the payment, if any, specified in such
Certificate or resolution, to the shareholders of record as of such payment
date. The Bank will, upon receipt of any such cash, (i) in the case of
shareholders who are participants in a dividend reinvestment and/or cash
purchase plan of the Customer, reinvest such cash dividends or
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distributions in accordance with the terms of such plan, and (ii) in the case
of shareholders who are not participants in any such plan, make payment of
such cash dividends or distributions to the shareholders of record as of the
record date by mailing a check, payable to the registered shareholder, to the
address of record or dividend mailing address. The Bank shall not be liable
for any improper payment made in accordance with a Certificate or resolution
described in the preceding paragraph. If the Bank shall not receive sufficient
cash prior to the payment date to make payments of any cash dividend or
distribution pursuant to subsections (i) and (ii) above to all shareholders of
the Customer as of the record date, the Bank shall, upon notifying the
Customer, withhold payment to all shareholders of the Customer as of the
record date until sufficient cash is provided to the Bank.
3. It is understood that the Bank shall in no way be responsible for
the determination of the rate or form of dividends or distributions due to the
shareholders.
4. It is understood that the Bank shall file such appropriate
information returns concerning the payment of dividends and distributions with
the proper federal, state and local authorities as are required by law to be
filed by the Customer but shall in no way be responsible for the collection or
withholding of taxes due on such dividends or distributions due to
shareholders, except and only to the extent required of it by applicable law.
ARTICLE VII
CONCERNING THE CUSTOMER
-----------------------
1. The Customer shall promptly deliver to the Bank written notice of
any change in the Officers authorized to sign Share certificates.
Certificates, notifications or requests, together with a specimen signature of
each new Officer. In the event any Officer who shall have signed manually or
whose facsimile signature shall have been affixed to blank Share certificates
shall die, resign or be removed prior to issuance of such Share certificates,
the Bank may issue such Share certificates as the Share certificates of the
Customer notwithstanding such death, resignation or removal, and the Customer
shall promptly deliver to the Bank such approvals, adoptions or ratifications
as may be required by law.
2. Each copy of the Charter of the Customer and copies of all
amendments thereto shall be certified by the Secretary of State (or other
appropriate official) of the state or incorporation, and if such Charter
and/or amendments are required by law also to be filed with a county or other
officer or official body, a certificate of such filing shall be filed with a
certified copy submitted to the Bank. Each copy of the By-Laws and copies of
all amendments thereto, and copies of resolutions of the Board of Directors of
the Customer, shall be certified by the Secretary or an Assistant Secretary of
the Customer under the corporate seal.
3. It shall be the sole responsibility of the Customer to deliver to
the Bank the Customer's currently effective Prospectus and, for purposes of
this Agreement, the Bank shall not be deemed to have notice of any information
contained in such Prospectus until it is actually received by the Bank.
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ARTICLE VIII
CONCERNING THE BANK
-------------------
1. The Bank shall not be liable and shall be fully protected in
acting upon any oral instruction, writing or document reasonably believed by
it to the genuine and to have been given, signed or made by the proper person
or persons and shall not be held to have any notice of any change of authority
of any person until receipt of written notice thereof from an Officer of the
Customer. It shall also be protected in processing Share certificates which it
reasonably believes to bear the proper manual or facsimile signatures of the
duly authorized Officers of the Customer and the proper countersignature of
the Bank.
2. The Bank may establish such additional procedures, rules and
regulations governing the transfer or registration of Share certificates as it
may deem advisable and consistent with such rules and regulations generally
adopted by bank transfer agents.
3. The Bank may keep such records as it deems advisable but not
inconsistent with resolutions adopted by the Board of Directors of the
Customer. The Bank may deliver to the Customer from time to time at is
discretion, for safekeeping or disposition by the Customer in accordance with
law, such records, papers, Share certificates which have been cancelled in
transfer or exchange and other documents accumulated in the execution of its
duties hereunder as the Bank may deem expedient, other than those which the
Bank is itself required to maintain pursuant to applicable laws and
regulations, and the Customer shall assume all responsibility for any failure
thereafter to produce any record, paper, cancelled Share certificate or other
document so returned, if and when required. The records maintained by the Bank
pursuant to this paragraph which have not been previously delivered to the
Customer pursuant to the foregoing provisions of this paragraph shall be
considered to be the property of the Customer, shall be made available upon
request for inspection by the Officers, employees and auditors of the
Customer, and shall be delivered to the Customer upon request and in any event
upon the date of termination of this Agreement, as specified in Article IX of
this Agreement, in the form and manner kept by the Bank of such date of
termination or such earlier date as may be requested by the Customer.
4. The Bank may employ agents or attorneys-in-fact at the expense of
the Customer, and shall not be liable for any loss or expense arising out of,
or in connection with, the actions or omissions to act of its agents or
attorneys-in-fact, so long as the Bank acts in good faith and without
negligence or wilful misconduct in connection with the selection of such
agents or attorneys-in-fact.
5. The Bank shall not be liable for any loss or damage, including
attorney's fees, resulting from its actions or omissions to act or otherwise,
except for any loss or damage arising out of its own negligence or wilful
misconduct.
6. The Customer shall indemnify and hold harmless the Bank from and
against any and all claims (whether with or without basis in fact or law),
costs, demands, expenses and liabilities, including attorney's fees, which the
Bank may sustain or incur or which may be asserted against the Bank by reason
of or as a result of any action taken or omitted to be taken by the Bank
without its own negligence or wilful misconduct or in reliance upon (i) any
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provision of this Agreement, (ii) the Prospectus, (iii) any instrument, order
or Share certificate reasonably believed by it to be genuine and to be signed,
countersigned or executed by any duly authorized Officer of the Customer, (iv)
any Certificate or other instructions of an Officer, (v) any opinion of legal
counsel for the Customer or the Bank, or (vi) any law, act, regulation or any
interpretation of the same even though such law, act or regulation may
thereafter have been altered, changed, amended or repealed.
7. Specifically, but not by way of limitation, the Customer shall
indemnify and hold harmless the Bank from and against any and all claims
(whether with or without basis in fact or law), costs, demands, expenses and
liabilities, including attorney's fees, or any and every nature which the Bank
may sustain or incur or which may be asserted against the Bank in connection
with the genuineness of a Share certificate, the Bank's capacity and
authorization to issue Shares and the form and amount of authorized Shares.
8. At any time the Bank may apply to an Officer of the Customer for
written instructions with respect to any matter arising in connection with the
Bank's duties and obligations under this Agreement, and the Bank shall not be
liable for any action taken or omitted to be taken by the Bank in good faith
in accordance with such instructions. Such application by the Bank for
instructions from an Officer of the Customer may, at the option of the Bank,
set forth in writing any action proposed to be taken or omitted to be taken by
the Bank with respect to its duties or obligations under this Agreement and
the date on and/or after which such section shall be taken, and the Bank shall
not be liable for any action taken or omitted to be taken in accordance with a
proposal included in any such application on or after the date specified
therein unless, prior to taking or omitting to taken any such action, the Bank
has received written instructions in response to such application specifying
the action to be taken or omitted. The Bank may consult counsel to the
Customer or its own counsel, at the expense of the Customer, and shall be
fully protected with respect to anything done or omitted by it in good faith
in accordance with the advice or opinion of such counsel.
9. When mail is used for delivery of non-negotiable Share
certificates, the value of which does not exceed the limits of the Bank's
Blanket Bond, the Bank shall send such non-negotiated Share certificates by
first class mail, and such deliveries will be covered while in transit by the
Bank's Blanket Bond. Non-negotiable Share certificates, the value of which
exceed the limits of the Bank's Blanket Bond, will be sent by insured
registered mail. Negotiable Share certificates will be sent by insured
registered mail. The Bank shall advise the Customer of any Share certificates
returned as undeliverable after being mailed as herein provided for.
10. The Bank may issue new Share certificates in place of Share
certificates represented to have been lost, stolen or destroyed upon receiving
instructions in writing from an Officer and indemnity satisfactory to the
Bank. Such instructions from the Customer shall be in such form as approved by
the Board of Directors of the Customer in accordance with applicable law or
the By-Laws of the Customer governing such matters. If the Bank receives
written notification from the owner of the lost, stolen or destroyed Share
certificate within a reasonable time after he has notice of it, the Bank shall
promptly notify the Customer and shall act pursuant to written instructions
signed by an Officer. If the Customer receives which written notification from
the owner of the lost, stolen or destroyed Share certificate within a
reasonable time after he
8
has notice of it, the Customer shall promptly notify the Bank and the Bank
shall act pursuant to written instructions signed by an Officer. The Bank
shall not be liable for any act done or omitted by it pursuant to the written
instructions described herein. The Bank may issue new Share certificates in
exchange for, and upon surrender of, mutilated Share certificates.
11. The Bank will issue and mail subscription warrants for Shares,
Shares representing stock dividends, exchanges or splits, or act as conversion
agent upon receiving written instructions from an Officer and such other
documents as the Bank may deem necessary.
12. The Bank will supply shareholder lists to the Customer from time
to time upon receiving a request therefor from an Officer of the Customer.
13. In case of any requests or demands for the inspection of the
shareholder records of the Customer, the Bank will endeavor to notify the
Customer and to secure instructions from an Officer as to such inspection. The
Bank reserves the right, however, to exhibit the shareholder records to any
person whenever it is advised by its counsel that there is a reasonable
likelihood that the Bank will be held liable for the failure to exhibit the
shareholder records to such person.
14. At the request of an Officer, the bank will address and mail
such appropriate notices to shareholders as the Customer may direct.
15. Notwithstanding any provisions of this Agreement to the
contrary, the Bank shall be under no duty or obligation to inquire into, and
shall not be liable for:
(a) The legality of the issue, sale or transfer of any Shares,
the sufficiency of the amount to be received in connection therewith, or the
authority of the Customer to request such issuance, sale or transfer;
(b) The legality of the purchase of any Shares, the sufficiency
of the amount to be paid in connection therewith, or the authority of the
Customer to request such purchase;
(c) The legality of the declaration of any dividend by the
Customer, or the legality of the issue of any Shares in payment of any stock
dividend, or
(d) The legality of any recapitalization or readjustment of the
Shares.
16. The Bank shall be entitled to receive and the Customer hereby
agrees to pay to the Bank for its performance hereunder (i) its reasonable
out-of-pocket expenses (including legal expenses and attorney's fees) incurred
in connection with this Agreement and its performance hereunder, and (ii) the
compensation set forth in Schedule I.
17. The Bank shall not be responsible for any money, whether or not
represented by any check, draft or other instrument for the payment of money,
received by its on behalf of the Customer, until the Bank actually receives
and collects such funds.
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18. The Bank shall have no duties or responsibilities whatsoever
except such duties and responsibilities as are specifically set forth in this
Agreement, and no covenant or obligation shall be implied against the Bank in
connection with this Agreement.
ARTICLE IX
TERMINATION
-----------
Either of the parties hereto may terminate this Agreement by giving
to the other party a notice in writing specifying the date of such
termination, which shall be not less than 60 days after the date of receipt of
such notice. In the event such notice is given by the Customer, it shall be
accompanied by a copy of a resolution of the Board of Directors of the
Customer, certified by the Secretary or any Assistant Secretary, electing to
terminate this Agreement and designating a successor transfer agent or
transfer agents. In the event such notice is given by the Bank, the Customer
shall, on or before the termination date, deliver to the Bank a copy of a
resolution of its Board of Directors certified by the Secretary or any
Assistant Secretary designating a successor transfer agent or transfer agents.
In the absence of such designation by the Customer, the Bank may designate a
successor transfer agent. If the Customer fails to designate a successor agent
and if the Bank is unable to find a successor transfer agent, the Customer
shall, upon the date specified in the notice of termination of this Agreement
and delivery of the records maintained hereunder, be deemed to be its own
transfer agent and the Bank shall thereafter be relieved of all duties and
responsibilities hereunder. Upon termination hereof, the Customer shall pay to
the Bank such compensation as may be due to the Bank as of the date of such
termination, and shall reimburse the Bank for any disbursements and expenses
made or incurred by the Bank and payable or reimbursable hereunder.
ARTICLE X
MISCELLANEOUS
-------------
1. The Customer agrees that prior to effecting any change in the
Prospectus which would increase or alter the duties and obligations of the
Bank hereunder, it shall advise the Bank 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 Bank thereto.
2. The indemnities contained herein shall be continuing obligations
of the Customer, its successors and assigns, notwithstanding the termination
of this Agreement.
3. Any notice or other instrument in writing, authorized or required
by this Agreement to be given to the Customer shall be sufficiently given if
addressed to the Customer and mailed or delivered to it at 000 Xxxxxxxx Xxxx
Xxxx, Xxxxxxxxxx, XX 00000, or at such other place as the Customer may from
time to time designate in writing.
4. Any notice or other instrument in writing, authorized or required
by this Agreement to be given to the Bank shall be sufficiently given if
addressed to the Bank and mailed or delivered to it at its office at 00
Xxxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or at such other place as the Bank
may from time to time designate in writing.
5. This Agreement may not be amended or modified in any manner
except by a written agreement, executed by both parties and authorized or
approved by a resolution of
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the Board of Directors of the Customer, except that any duly authorized
Officer may amend any Certificate naming Officers authorized to execute and
deliver Certificates, instructions, notices or other instruments, and that the
Secretary may amend any Certificate listing the shares of capital stock of the
Customer for which the Bank performs Services hereunder.
6. 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 Customer without the prior
written consent of the Bank.
7. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.
8. This Agreement may be executed in any number of counterparts each
of which shall be deemed to be an original; but such counterparts, together,
shall constitute only one instrument.
9. The provisions of this Agreement are intended to benefit only the
Bank and the Customer, and no rights shall be granted to any other person by
virtue of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective corporate officers, thereunto duly authorized
and their respective corporate seals to be hereunto affixed, as of the day and
year first above written.
Attest: _____________________________________
By:
-------------------------------------- --------------------------------------
Title: Authorized Signatory
Attest: THE BANK OF NEW YORK
By:
-------------------------------------- --------------------------------------
Title: Authorized Signatory
00
XXXXX XX XXX XXXX )
) ss.:
COUNTY OF NEW YORK )
On this 26th day of September, 1988, before me personally appeared
, to me known who, being by me duly sworn, said that he/she
is a of THE BANK OF NEW YORK, one of the corporations
described in and which executed the foregoing instrument, that he/she knows
the seal of said corporation, that the seal affixed to said instrument is such
corporate seal, that it was so affixed by authority of the Board of Directors
of said corporation, and that he/she signed his/her name thereto by like
authority.
_______________________________________
Notary Public
00
XXXXX XX XXX XXXX )
) ss.:
COUNTY OF NEW YORK )
On this day of , before me personally
appeared , to me known who, being by
me duly sworn, said that he/she is a
of , one of the corporations described in
and which executed the foregoing instrument, that he/she knows the seal of
said corporation, that the seal affixed to said instrument is such corporate
seal, that it was so affixed by authority of the Board of Directors of said
corporation, and that he/she signed his/her name thereto by like authority.
_______________________________________
Notary Public
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FEE PROPOSAL
FOR
MUNIVEST FUND, INC.
COMMON STOCK
ACCOUNT MAINTENANCE......................................................$3.82
CERTIFICATE OR STATEMENT FEE.............................................$1.20
The account maintenance fee is an annual charge and is billed monthly at the
rate of $0.318 per shareholder account of record. We do not charge for closed
accounts. The certificate or statement fee is for the issuance and
registration of all stock certificates, including transfers received in the
mail and over the window. The minimum annual fee is $15,000.00.
ACCOUNT MAINTENANCE FEE INCLUDES:
--------------------------------
o Maintain shareholders name and address file and process changes.
o Record all certificate or book entry transactions.
o Answer shareholders' inquires.
o Address, insert and mail up to three quarterly reports and one annual
report; material must be adaptable to mechanical equipment.
o Address, insert and mail proxy cards and standard proxy material for
annual meeting; material must be adaptable to mechanical equipment.
o Tabulate proxies with two proposals per card (each additional proposal
$0.05). There is no additional charge for tabulating broker search cards.
o Provide shareholder list and final voted list as of annual meeting record
date.
o Provide hard copy daily transfer reports.
o File IRS Form 1099 and 1096 covering dividends paid; including Form 1042s
and 1042 NRA Tax.
o Solicit Taypayer identification numbers on new accounts.
Additional Charges
------------------
Each Dividend Check........................................................$0.50
Processing each legal transfer..............................................5.00
Replacement of each lost, stolen or destroyed stock certificate,
and the recording of stock transfers and the policing of
all stop transfers including "Letter Stock"................................15.00
Replacement of dividend checks..............................................1.50
Dividend Reinvestment Plan
--------------------------
For each investment under the Plan.........................................$0.50
For each cash payment processed under the Plan..............................1.25
For each Plan liquidation...................................................2.50
2
