AGREEMENT
FOR STOCK TRANSFER SERVICES
BETWEEN
THE EMERGING MARKETS INFRASTRUCTURE FUND, INC.
AND
THE FIRST NATIONAL BANK OF BOSTON
This Agreement is made as of September 1, 1995 by and between The
Emerging Markets Infrastructure Fund, Inc., a Maryland corporation (the
"Fund") and The First National Bank of Boston, a national banking association
with its head offices at 000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, 00000
("Bank of Boston"). This Agreement sets forth the terms and conditions under
which Bank of Boston will serve as Sole Transfer Agent and Registrar for the
Fund.
1. APPOINTMENT. The Fund hereby appoints Bank of Boston to provide
transfer agency and registrar services in accordance with the terms set
forth in this Agreement. Bank of Boston accepts such appointment and
agrees to furnish such services in accordance with the terms as set forth
herein.
2. COMPLIANCE WITH GOVERNMENT RULES AND REGULATIONS. Bank of Boston
undertakes to comply with all applicable requirements of the Securities
Act of 1933, as amended, the Investment Company Act of 1940, as amended,
and any laws, rules and regulations of governmental authorities having
jurisdiction with respect to all duties to be performed by Bank of Boston
hereunder. Except as specifically set forth herein, Bank of Boston assumes
no responsibility for such compliance by the Fund.
3. INSTRUCTIONS. Bank of Boston shall with respect to items 11 and
36 in Section 5 herein, act only upon oral or written instructions
received from any officer of the Fund or any person set forth in
Schedule I hereto. Schedule I may be amended from time to time by the Fund
by providing to Bank of Boston with such amended Schedule, together with a
certificate, signed by two officers of the Fund, certifying that such
amended schedule shall supersede and replace the Schedule then in effect.
4. FEE FOR STANDARD SERVICES. For the standard services set forth
in Section 5 hereto, the Fund will be charged an annual fee of $18,000,
payable in equal monthly installments, as billed.
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5. DESCRIPTION OF STANDARD SERVICES. Bank of Boston agrees to
provide the following services to the Fund.
ACCOUNT MAINTENANCE:
1. Administrative services as Transfer Agent
2. Administrative services as Xxxxxxxxx
0. Maintaining shareholder accounts, including processing of new
accounts
4. Posting and acknowledging address changes and processing other
routine file maintenance adjustments
5. Posting all transactions, including debit and credit certificates to
the stockholder file
6. Researching and responding to all stockholder inquiries, including
mailing prospectuses, semi-annual and annual reports
7. Remote inquiry access to Masterfile via PC or terminal with
telecommunications software
8. Confirmations of purchases and sales of shares of the Fund
9. Maintaining shareholder mailing database
10. Prepare and mail account statements to shareholders
CERTIFICATE ISSUANCE:
11. Certificate issuance, cancellation and registration
12. Daily Transfer Reports
13. Processing window items, mail items and all legal transfers
14. Combining certificates into large denominations
15. Processing Indemnity Bonds and replacing lost certificates
16. Maintaining stop-transfers, including the placing and removing of
same
MAILING, REPORTING AND MISCELLANEOUS SERVICES:
17. Addressing and enclosing Semi-Annual Reports, two (2) per annum for
registered shareholders
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18. Preparing a full Statistical Report to reflect shareholder base by
geographic residence code, class code, and share group, one (1) per
annum
19. Preparing a full stockholder list, one (1) per annum (in addition to
the list provided under item 22)
20. Coding "multiple" accounts at a single household to suppress mailing
of reports to same
21. Providing Bank of Boston's toll free number for Shareholder Services
ANNUAL MEETING SERVICES:
22. Preparing a full stockholder list as of the Annual Meeting Record
Date
23. Administrative coordination in connection with Proxy Material
Distribution
24. Addressing proxy cards
25. Enclosing proxy card along with notice and statement, return envelope
and Annual Report xxx Xxxxx xxxxxxxx
00. Receiving, opening and examining returned proxies
27. Writing in connection with unsigned or improperly executed proxies
28. Providing summary reports on status of tabulation on a daily basis
29. Responding to inquiries as to whether specific accounts have yet
voted
30. Tabulating returned proxies
31. Preparing a final Annual Meeting List reflecting how each account has
voted on each proposal
32. Attending Annual Meeting as Inspector of Election
33. Interfacing with outside proxy solicitor
ABANDONED PROPERTY REPORTING SERVICES:
34. Preparing Abandoned Property Reports, one (1) per annum to all 50
states
35. Preparing a set of labels, one (1) per annum to perform "Due
Diligence" mailing
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DIVIDEND SERVICES:
As Dividend Disbursing Agent and Paying Agent, Bank of Boston will perform
the dividend related services indicated below, pursuant to the following
terms and conditions:
- Checks to be drawn on The First National Bank of Boston and funds
immediately available in-house on mailing date.
- All funds must be received by 1:00 p.m., Eastern Time via Federal
Funds Wire or Bank of Boston Demand Deposit Account debit.
- Dividend checks will be released upon receipt of funding.
36. Preparing and mailing dividends (check includes address change
feature) with an additional enclosure with each dividend check
37. Preparing a hardcopy dividend list as of each dividend record date
38. Preparing and filing Federal Information Returns (Form 1099) of
dividends paid in a year and mailing a statement to each stockholder
39. Preparing and filing State Information Returns of dividends paid in a
year to stockholder resident within such state
40. Preparing and filing annual withholding return (Form 1042) and
payments to the government of income taxes withheld from Non-Resident
Aliens
41. Replacing lost dividend checks
42. Providing photocopies of canceled checks when requested
43. Reconciling paid and outstanding checks
44. Coding "undeliverable" accounts to suppress mailing dividend checks
to same
45. Processing and recordkeeping of accumulated uncashed dividends
46. Furnishing requested dividend information to stockholders
47. Performing the following duties as required by the Interest and
Dividend Tax Compliance Act of 1983:
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- Withholding tax from shareholder accounts not in compliance with the
provisions of the Act
- Reconciling and reporting taxes withheld, including additional 1099
reporting requirements, to the Internal Revenue Service
- Responding to shareholder inquiries regarding the Regulations
- Mailing to new accounts who have had taxes withheld, to inform them
of procedures to be followed to curtail subsequent back-up
withholding
- Annual mailing to pre-1984 accounts which have not yet been certified
- Performing shareholder file adjustments to reflect certification of
accounts
48. Automated Clearing House crediting of dividends
DIVIDEND REINVESTMENT SERVICES:
As administrator of your Dividend Reinvestment Plan ("DRP"), Bank of
Boston will perform the following DRP related services:
49. Reinvestment and/or cash investment transactions of Dividend
Reinvestment Plan participant accounts including the issuances
(subject to prior Fund approval as set forth in the DRP) or purchase
of shares in connection with the DRP
50. Preparing and mailing a dividend reinvestment detailed statement with
an additional enclosure to each Dividend Reinvestment Plan
participant
51. Preparing and mailing a cash investment detailed statement with an
additional enclosure to each Dividend Reinvestment participant
52. Maintaining DRP accounts and establishing new participant accounts
53. Processing termination requests
54. Processing withdrawal requests
55. Supplying summary reports for each reinvestment/investment to the
Fund
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56. Certificate depository
57. Handling shareholder inquiries concerning the Plan
58. Preparing and mailing Form 1099 to participants and related filings
with the IRS
6. CONVERSION OF RECORDS. Bank of Boston agrees to convert
shareholder records as provided on the stockholder masterfile tape. Manual
conversion of records and subsequent conversion of additional information
including, but not limited to, uncashed or returned dividend check
information or certificate detail not included on tape will be priced by
appraisal as set forth in Section 7.
7. ADDITIONAL SERVICES AND EXPENSES. (a) Items not included in
Section 5 hereof as "Standard Services" such as payment of a stock
dividend or split, or services associated with a special project are to be
billed separately, on an appraisal basis.
(b) Services required by legislation or regulatory fiat which become
effective after the date of this Agreement shall not be a part of the
Standard Services and shall be billed by appraisal.
(c) All out-of-pocket expenses such as telephone USAGE charges associated
with toll free telephone calls, overprinting of proxy cards, postage,
insurance, stationery, facsimile charges, cost of disposal of excess
material, etc. will be billed as incurred. Expenses related to the
attendance of a Bank of Boston representative to act as Inspector of
Election will be billed as incurred.
(d) Good funds to cover postage expenses in excess of $5,000 for
shareholder mailings must be received by Bank of Boston by 1:00 p.m.,
Eastern Time on the scheduled mailing date. Postage expenses less than
$5,000 will be billed as incurred.
(e) Overtime charges will be assessed in the event of late delivery of
material for mailings to shareholders unless the mail date is rescheduled.
Such material includes, but is not limited to: proxy statements, annual
and quarterly reports, dividend enclosures and news releases. Receipt of
material for mailing to shareholders by Bank of Boston's Mail Unit must be
in accordance with Shareholder Services' SCHEDULE OF REQUIRED MATERIAL
DELIVERY TIME FRAMES attached hereto as Schedule II.
(f) ALL SERVICES NOT SPECIFICALLY COVERED UNDER THIS AGREEMENT WILL BE
BILLED IN ACCORDANCE WITH BANK OF BOSTON'S PUBLISHED SCHEDULE OF FEES, OR
BY APPRAISAL, AS APPLICABLE.
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8. BILLING DEFINITION OF ACCOUNT MAINTENANCE. For billing purposes,
number of accounts will be based on open accounts on file at beginning of
each billing period, plus any new accounts added during that period.
9. TERMINATION. This Agreement is terminable without penalty by
thirty (30) days written notice by either party.
10. PAYMENT FOR SERVICES. It is agreed that invoices will be
rendered and payable on a monthly basis. Each billing period will,
therefore, be of one (1) month duration.
11. CONFIDENTIALITY. (a) The information contained in this
Agreement is confidential and proprietary in nature. By receiving this
Agreement, the Fund agrees that none of its directors, officers,
employees, or agents without the prior written consent of Bank of Boston,
will divulge, furnish or make accessible to any third party, except as
permitted by the next sentence, any part of this Agreement or information
in connection therewith which has been or may be made available to it. In
this connection, the Fund agrees that it will limit access to the
Agreement and such information to only those officers or employees with
responsibilities for analyzing the Agreement and to its counsel and such
independent consultants hired expressly for the purpose of assisting in
such analysis. In addition, the Fund agrees that any persons to whom such
information is properly disclosed shall be informed of the confidential
nature of the Agreement and the information relating thereto, and shall be
directed to treat the same appropriately.
(b) Bank of Boston agrees to keep confidential all records of the Fund
and information relating to the Fund and its shareholders that it may have
obtained pursuant to the performance of its obligations hereunder. Bank of
Boston further agrees that it will not disclose any such information
without the prior written consent of the Fund.
(c) The agreement regarding confidentiality set forth in paragraphs (a)
and (b) above shall be subject to the proviso that if the information
described in such paragraphs is required by law or judicial process to be
disclosed, the Fund or Bank of Boston, as the case may be, shall promptly
give notice to the other party of such requirement and shall disclose only
such information as is legally required and shall consult with the other
party as to the advisability of taking legally available steps to resist
or narrow such disclosure.
12. ASSIGNABILITY. The Bank may, without further consent on the
part of the Company, subcontract for the performance hereof with any
entity with which the Bank is
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affiliated, which entity is duly registered as a transfer agent pursuant
to Section 17A(c)(1) of the Securities Exchange Act of 1934 provided
however, that the Bank shall be as fully responsible to the Company for
the acts and omissions of any subcontractor as it is for its own acts and
omissions.
13. RECORDS. The books and records pertaining to the Fund, which are
in the possession of Bank of Boston, shall be the property of the Fund.
The Fund shall have access to such books and records at all times during
Bank of Boston's normal business hours. Upon the reasonable request of the
Fund and at the Fund's expense, copies of any such books and records shall
be provided by Bank of Boston to the Fund.
14. COOPERATION WITH ACCOUNTANTS AND OTHER SERVICE PROVIDERS. Bank
of Boston shall cooperate with the Fund's independent accounts and
administrator. Bank of Boston shall provide to the accountants such
information as may be necessary for the accountants to render their
opinion as required by the Fund.
15. STANDARD OF CARE. Bank of Boston shall be obligated to exercise
due care and diligence in the performance of its duties hereunder and
hereby agrees to act in good faith and to use its best efforts when
providing the standard services set forth in Section 5 herein or for any
additional services contemplated under Section 7 of this Agreement.
16. NOTICES. Any notice or other communication required to be given
pursuant to this Agreement shall be deemed duly given if delivered or
mailed by registered mail, postage prepaid, (1) to Bank of Boston at X.X.
Xxx 0000, M/S 45-02-62, Attention: Client Administration or (2) to the
Fund c/o BEA Associates at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Xxxx X. Xxxxxxx, Senior Vice President.
17. AMENDMENTS. This Agreement may be amended only by written
consent of the parties hereto.
18. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
19. HEADINGS. The headings in this Agreement are included for
convenience of reference only and do not constitute a part of this
Agreement.
20. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of
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New York without reference to the choice of law principles hereof.
21. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof,
and supersedes any prior negotiations, commitments, understandings or
agreements, both written and oral, between the parties and any of them
with respect to the subject matter hereof.
In witness whereof, the parties hereto have caused this Agreement to be
executed by their respective officers, hereunto duly agreed and
authorized, as of the effective date of this Agreement.
THE FIRST NATIONAL BANK THE FUND
OF BOSTON
By:/s/Xxxxxx X. Xxxxxxxxx By:/s/Xxxxxx Xxxxxx
--------------------------- ----------------------------
Name: Xxxxxx X. Xxxxxxxxx Name: Xxxxxx Xxxxxx
Title: Administration Manager Title: V.P. & Treasurer
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Date: August 29, 1995 Date: September 12, 1995
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