Exhibit (k)(1)
TRANSFER AGENCY AND REGISTRAR AGREEMENT
The Transfer Agency and Registrar Agreement of XXXXXXXX & XXXXXXXX/CLAYMORE
TOTAL RETURN FUND INCORPORATED, (the "Fund"), a corporation organized under the
laws of Maryland and having its principal place of business at 000 X. Xxxxxxxx
Xxxx., Xxxxxxxx, Xxxxxxxxxx 00000, made and agreed to by and between the Fund
and PFPC INC. (the "Transfer Agent"), a Massachusetts corporation with principal
offices at 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxxx, XX 00000 on August 26, 2003, to
read in its entirety as follows:
W I T N E S S E T H
That for and in consideration of the mutual covenants and promises
hereinafter set forth, the Fund and the Transfer Agent agree as follows:
1. DEFINITIONS. Whenever used in this Agreement, the following words and
phrases, unless the context otherwise requires, shall have the following
meanings:
(a) "Articles of Incorporation" shall mean the Articles of
Incorporation, Declaration of Trust, Partnership Agreement, or
similar organizational document as the case may be, of the Fund
as the same may be amended from time to time.
(b) "Authorized Person" shall be deemed to include any person,
whether or not such person is an officer or employee of the Fund,
duly authorized to give Oral Instructions or Written Instructions
on behalf of the Fund as indicated in a certificate furnished to
the Transfer Agent pursuant to Section 4(c) hereof as may be
received by the Transfer Agent from time to time.
(c) "Board of Directors" shall mean the Board of Directors, Board of
Trustees or, if the Fund is a limited partnership, the General
Partner(s) of the Fund, as the case may be.
(d) "Commission" shall mean the Securities and Exchange Commission.
(e) "Custodian" refers to any custodian or subcustodian of securities
and other property which the Fund may from time to time deposit,
or cause to be deposited or held under the name or account of
such a custodian pursuant to a Custodian Agreement.
(f) "Fund" shall mean the entity executing this Agreement, and if it
is a series fund, as such term is used in the 1940 Act, such term
shall mean each series of the Fund hereafter created, except that
appropriate documentation with respect to each series must be
presented to the Transfer Agent before this Agreement shall
become effective with respect to each such series.
(g) "1940 Act" shall mean the Investment Company Act of 1940.
(h) "Oral Instructions" shall mean instructions, other than Written
Instructions, actually received by the Transfer Agent from a
person reasonably believed by the Transfer Agent to be an
Authorized Person.
(i) "Prospectus" shall mean the most recently dated Fund Prospectus,
including any supplements thereto if any, which has become
effective under the Securities Act of 1933 and the 1940 Act.
(j) "Shares" refers collectively to such shares of capital stock,
beneficial interest or limited partnership interests, as the case
may be, of the Fund as may be issued from time to time and, if
the Fund is a closed-end or a
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series fund, as such terms are used in the 1940 Act any other
classes or series of stock, shares of beneficial interest or
limited partnership interests that may be issued from time to
time.
(k) "Shareholder" shall mean a holder of shares of capital stock,
beneficial interest or any other class or series, and also refers
to partners of limited partnerships.
(l) "Written Instructions" shall mean a written communication signed
by a person reasonably believed by the Transfer Agent to be an
Authorized Person and actually received by the Transfer Agent.
Written Instructions shall include manually executed originals
and authorized electronic transmissions, including telefacsimile
of a manually executed original or other process.
2. APPOINTMENT OF THE TRANSFER AGENT. The Fund hereby appoints and constitutes
the Transfer Agent as transfer agent, registrar and dividend disbursing
agent for Shares of the Fund, as shareholder servicing agent for the Fund,
and as plan agent under the Fund's Dividend Reinvestment and Cash Purchase
Plan. The Transfer Agent accepts such appointments and agrees to perform
the duties hereinafter set forth.
3. COMPENSATION. As compensation for custody services rendered by PFPC during
the term of this Agreement, the Fund will pay to PFPC or cause PFPC to be
paid a fee or fees as may be agreed to in writing from time to time by the
Fund and PFPC. The Fund acknowledges that PFPC may receive float benefits
in connection with maintaining certain accounts required to provide
services under this Agreement.
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4. DOCUMENTS. In connection with the appointment of the Transfer Agent, the
Fund shall deliver or caused to be delivered to the Transfer Agent the
following documents on or before the date this Agreement goes into effect,
but in any case within a reasonable period of time for the Transfer Agent
to prepare to perform its duties hereunder:
(a) If applicable, specimens of the certificates for Shares of the
Fund;
(b) All account application forms and other documents relating to
Shareholder accounts or to any plan, program or service offered
by the Fund;
(c) A signature card bearing the signatures of any officer of the
Fund or other Authorized Person who will sign Written
Instructions or is authorized to give Oral Instructions;
(d) A certified copy of the Articles of Incorporation, as amended;
(e) A certified copy of the By-laws of the Fund, as amended;
(f) A copy of the resolution of the Board of Directors authorizing
the execution and delivery of this Agreement;
(g) A certified list of Shareholders of the Fund with the name,
address and taxpayer identification number of each Shareholder,
and the number of Shares of the Fund held by each, certificate
numbers and denominations (if any certificates have been issued),
lists of any accounts against which stop transfer orders have
been placed, together with the reasons therefore, and the number
of Shares redeemed by the Fund; and
(h) An opinion of counsel for the Fund with respect to the validity
of the Shares and the status of such Shares under the Securities
Act of 1933, as amended.
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5. FURTHER DOCUMENTATION. The Fund will also furnish the Transfer Agent with
copies of the following documents promptly after the same shall become
available:
(a) each resolution of the Board of Directors authorizing the
issuance of Shares;
(b) any registration statements filed on behalf of the Fund and all
pre-effective and post-effective amendments thereto filed with
the Commission;
(c) a certified copy of each amendment to the Articles of
Incorporation or the By-laws of the Fund;
(d) certified copies of each resolution of the Board of Directors or
other authorization designating Authorized Persons; and
(e) such other certificates, documents or opinions as the Transfer
Agent may reasonably request in connection with the performance
of its duties hereunder.
6. REPRESENTATIONS OF THE FUND. The Fund represents to the Transfer Agent that
all outstanding Shares are validly issued, fully paid and non-assessable.
When Shares are hereafter issued in accordance with the terms of the Fund's
Articles of Incorporation and its Prospectus, such Shares shall be validly
issued, fully paid and non-assessable.
7. DISTRIBUTIONS PAYABLE IN SHARES. In the event that the Board of Directors
of the Fund shall declare a distribution payable in Shares, the Fund shall
deliver or cause to be delivered to the Transfer Agent written notice of
such declaration signed on behalf of the Fund by an officer thereof, upon
which the Transfer Agent shall be entitled to rely for all purposes,
certifying (i) the identity of the Shares involved, (ii) the number of
Shares involved, and (iii) that all appropriate action has been taken.
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8. DUTIES OF THE TRANSFER AGENT. The Transfer Agent shall be responsible for
administering and/or performing those functions typically performed by a
transfer agent; for acting as service agent in connection with dividend and
distribution functions; and for performing shareholder account and
administrative agent functions in connection with the issuance, transfer
and redemption or repurchase (including coordination with the Custodian) of
Shares in accordance with the terms of the Prospectus and applicable law.
The operating standards and procedures to be followed shall be determined
from time to time by agreement between the Fund and the Transfer Agent and
shall initially be as described in Schedule A attached hereto. In addition,
the Fund shall deliver to the Transfer Agent all notices issued by the Fund
with respect to the Shares in accordance with and pursuant to the Articles
of Incorporation or By-laws of the Fund or as required by law and shall
perform such other specific duties as are set forth in the Articles of
Incorporation including the giving of notice of any special or annual
meetings of shareholders and any other notices required thereby.
9. RECORD KEEPING AND OTHER INFORMATION. The Transfer Agent shall create and
maintain all records required of it pursuant to its duties hereunder and as
set forth in Schedule A in accordance with all applicable laws, rules and
regulations, including records required by Section 31(a) of the 1940 Act.
All records shall be available during regular business hours for inspection
and use by the Fund. Where applicable, such records shall be maintained by
the Transfer Agent for the periods and in the places required by Rule 31a-2
under the 1940 Act.
Upon reasonable notice by the Fund, the Transfer Agent shall make
available during regular business hours such of its facilities and premises
employed in connection
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with the performance of its duties under this Agreement for reasonable
visitation by the Fund, or any person retained by the Fund as may be
necessary for the Fund to evaluate the quality of the services performed by
the Transfer Agent pursuant hereto.
10. OTHER DUTIES. In addition to the duties set forth in Schedule A, the
Transfer Agent shall perform such other duties and functions, and shall be
paid such amounts therefor, as may from time to time be agreed upon in
writing between the Fund and the Transfer Agent. The compensation for such
other duties and functions shall be as may be agreed to in writing from
time to time by the Fund and PFPC.
11. RELIANCE BY TRANSFER AGENT; INSTRUCTIONS.
(a) The Transfer Agent will have no liability when acting upon
Written or Oral Instructions believed to have been executed or
orally communicated by an Authorized Person and will not be held
to have any notice of any change of authority of any person until
receipt of a Written Instruction thereof from the Fund pursuant
to Section 4(c). The Transfer Agent will also have no liability
when processing Share certificates which it reasonably believes
to bear the proper manual or facsimile signatures of the officers
of the Fund and the proper countersignature of the Transfer
Agent.
(b) At any time, the Transfer Agent may apply to any Authorized
Person of the Fund for Written Instructions and may seek advice
from legal counsel for the Fund, or its own legal counsel, with
respect to any matter arising in connection with this Agreement,
and it shall not be liable for any action taken or not taken or
suffered by it in good faith in accordance with such
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Written Instructions or in accordance with the opinion of counsel
for the Fund or for the Transfer Agent. Written Instructions
requested by the Transfer Agent will be provided by the Fund
within a reasonable period of time. In addition, the Transfer
Agent, its officers, agents or employees, shall accept Oral
Instructions or Written Instructions given to them by any person
representing or acting on behalf of the Fund only if said
representative is an Authorized Person. The Fund agrees that all
Oral Instructions shall be followed within one business day by
confirming Written Instructions, and that the Fund's failure to
so confirm shall not impair in any respect the Transfer Agent's
right to rely on Oral Instructions. The Transfer Agent shall have
no duty or obligation to inquire into, nor shall the Transfer
Agent be responsible for, the legality of any act done by it upon
the request or direction of a person reasonably believed by the
Transfer Agent to be an Authorized Person.
(c) Notwithstanding any of the foregoing provisions of this
Agreement, the Transfer Agent shall be under no duty or
obligation to inquire into, and shall not be liable for: (i) the
legality of the issuance or sale of any Shares or the sufficiency
of the amount to be received therefor; (ii) the legality of the
redemption of any Shares, or the propriety of the amount to be
paid therefor; (iii) the legality of the declaration of any
dividend by the Board of Directors, or the legality of the
issuance of any Shares in payment of any dividend; or (iv) the
legality of any recapitalization or readjustment of the Shares.
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12. ACTS OF GOD, ETC. Neither party shall be liable or responsible for delays
or errors by acts of God or by reason of circumstances beyond its control,
including acts of civil or military authority, acts of terrorism, national
emergencies, labor difficulties, mechanical breakdown, insurrection, war,
riots, or failure or unavailability of transportation, communication or
power supply, fire, flood or other catastrophe.
13. DUTY OF CARE AND INDEMNIFICATION. The Fund will indemnify the Transfer
Agent against and defend and hold it harmless from any and all losses,
claims, damages, liabilities or expenses of any sort or kind (including
reasonable counsel fees and expenses) resulting from any claim, demand,
action or suit or other proceeding (a "Claim") unless such Claim has been
judicially determined to have resulted from a negligent failure to act or
omission to act or bad faith of the Transfer Agent in the performance of
its duties hereunder. In addition, the Fund will indemnify the Transfer
Agent against and defend and hold it harmless from any Claim, damages,
liabilities or expenses (including reasonable counsel fees) that is a
result of: (i) any action taken in accordance with Written or Oral
Instructions, or any other instructions, or share certificates reasonably
believed by the Transfer Agent to be genuine and to be signed,
countersigned or executed, or orally communicated by an Authorized Person;
(ii) any action taken in accordance with written or oral advice reasonably
believed by the Transfer Agent to have been given by counsel for the Fund
or its own counsel; or (iii) any action taken as a result of any error or
omission in any record (including but not limited to magnetic tapes,
computer printouts, hard copies and microfilm copies) delivered, or caused
to be delivered by the Fund to the Transfer Agent in connection with this
Agreement.
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In any case in which the Fund may be asked to indemnify or hold the
Transfer Agent harmless, the Fund shall be advised of all pertinent facts
concerning the situation in question. The Transfer Agent will notify the
Fund promptly after identifying any situation which it believes presents or
appears likely to present a claim for indemnification against the Fund
although the failure to do so shall not prevent recovery by the Transfer
Agent. The Fund shall have the option to defend the Transfer Agent against
any Claim which may be the subject of this indemnification, and, in the
event that the Fund so elects, such defense shall be conducted by counsel
chosen by the Fund and satisfactory to the Transfer Agent, and thereupon
the Fund shall take over complete defense of the Claim and the Transfer
Agent shall sustain no further legal or other expenses in respect of such
Claim. The Transfer Agent will not confess any Claim or make any compromise
in any case in which the Fund will be asked to provide indemnification,
except with the Fund's prior written consent. The obligations of the
parties hereto under this Section shall survive the termination of this
Agreement.
14. CONSEQUENTIAL DAMAGES. In no event and under no circumstances shall either
party under this Agreement be liable to the other party for consequential
or indirect loss of profits, reputation or business or any other special
damages under any provision of this Agreement or for any act or failure to
act hereunder.
15. TERM AND TERMINATION.
(a) This Agreement shall be effective on the date first written above
and shall continue in effect from year to year so long as such continuance
is specifically approved at least annually by the Board of Directors of the
Fund, provided that it may be terminated by either party upon 90 days
written notice.
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(b) In the event a termination notice is given by the Fund, it shall
be accompanied by a resolution of the Board of Directors, certified by the
Secretary of the Fund, designating a successor transfer agent or transfer
agents. Upon such termination and at the expense of the Fund, the Transfer
Agent will deliver to such successor a certified list of shareholders of
the Fund (with names and addresses), and all other relevant books, records,
correspondence and other Fund records or data in the possession of the
Transfer Agent, and the Transfer Agent will cooperate with the Fund and any
successor transfer agent or agents in the substitution process.
16. CONFIDENTIALITY. Both parties hereto agree that any non public information
obtained hereunder concerning the other party is confidential and may not
be disclosed to any other person without the consent of the other party,
except as may be required by applicable law or at the request of the
Commission or other governmental agency. Notwithstanding the foregoing,
each party that any Nonpublic Personal Information, as defined under
Section 248.3 of Regulation S-P ("Regulation S-P"), promulgated under the
Xxxxx-Xxxxx-Xxxxxx Act (the "Act"), disclosed by a party hereunder is for
the specific purpose of permitting the other party to perform the services
set forth in this Agreement. Each party agrees that, with respect to such
information, it will comply with Regulation S-P and the Act and that it
will not disclose any nonpublic Personal Information received in connection
with this Agreement, to any other party, except to the extent as necessary
to carry out the services set forth in this Agreement or as otherwise
permitted by Regulation S-P or the Act. The parties further agree that a
breach of this provision would irreparably damage the other party and
accordingly agree that each of them is entitled, without bond or other
security, to an injunction or injunctions to prevent breaches of this
provision.
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17. AMENDMENT. This Agreement may only be amended or modified by a written
instrument executed by both parties.
18. SUBCONTRACTING. The Fund agrees that the Transfer Agent may, in its
discretion, subcontract for certain of the services described under this
Agreement or the Schedules hereto; provided that the appointment of any
such Transfer Agent shall not relieve the Transfer Agent of its
responsibilities hereunder.
19. MISCELLANEOUS.
(a) Notices. Any notice or other instrument authorized or required by
this Agreement to be given in writing to the Fund or the Transfer
Agent, shall be sufficiently given if addressed to that party and
received by it at its office set forth below or at such other
place as it may from time to time designate in writing.
To the Fund:
Xxxxxxxx & Xxxxxxxx/Claymore Total Return Fund Incorporated
000 X. Xxxxxxxx Xxxx., Xxxxx 000
Xxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxx
To the Transfer Agent:
PFPC Inc.
000 Xxxxxxxx Xxxxxxx
Xxxxxxxxxx, XX 00000
Attention: President
(with copy to General Counsel - same address)
(b) Successors. 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
assigned to any person other than a person controlling,
controlled by or under common control with the
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assignor without the written consent of the other party, which
consent shall not be unreasonably withheld.
(c) Governing Law. This Agreement shall be deemed to be a contract
made in Delaware and governed by Delaware law, without regard to
principles of conflicts of law.
(d) Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original;
but such counterparts shall, together, constitute only one
instrument.
(e) Captions. The captions of this Agreement are included for
convenience of reference only and in no way define or delimit any
of the provisions hereof or otherwise affect their construction
or effect.
(f) Use of Transfer Agent's Name. The Fund shall not use the name of
the Transfer Agent in any Prospectus, Statement of Additional
Information, shareholders' report, sales literature or other
material relating to the Fund in a manner not approved prior
thereto in writing; provided, that the Transfer Agent need only
receive notice of all reasonable uses of its name which merely
refer in accurate terms to its appointment hereunder or which are
required by any government agency or applicable law or rule.
Notwithstanding the foregoing, any reference to the Transfer
Agent shall include a statement to the effect that it is a wholly
owned subsidiary of American Express Information Services
Corporation.
(g) Use of Fund's Name. The Transfer Agent shall not use the name of
the Fund or material relating to the Fund on any documents or
forms for other
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than internal use in a manner not approved prior thereto in
writing; provided, that the Fund need only receive notice of all
reasonable uses of its name which merely refer in accurate terms
to the appointment of the Transfer Agent or which are required by
any government agency or applicable law or rule.
(h) Independent Contractors. The parties agree that they are
independent contractors and not partners or co-venturers.
(i) Entire Agreement; Severability. This Agreement and the Schedules
attached hereto constitute the entire agreement of the parties
hereto relating to the matters covered hereby and supersede any
previous agreements. If any provision is held to be illegal,
unenforceable or invalid for any reason, the remaining provisions
shall not be affected or impaired thereby.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their duly authorized officers, as of the day and year first
above written.
XXXXXXXX & XXXXXXXX\CLAYMORE
TOTAL RETURN FUND INCORPORATED
/s/ Xxxxxx X. Xxxxxxxx
----------------------
Name: Xxxxxx X. Xxxxxxxx
Title: President
PFPC INC.
/s/ Xxxxxxx X. XxXxxxxx
-----------------------
Name: Xxxxxxx X. XxXxxxxx
Title: Executive VP and General Manager
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SCHEDULE A
DUTIES OF THE TRANSFER AGENT
1. SHAREHOLDER INFORMATION. The Transfer Agent or its agent shall maintain a
record of the number of Shares held by each holder of record which shall
include name, address, taxpayer identification and which shall indicate
whether such Shares are held in certificates or uncertificated form.
2. SHAREHOLDER SERVICES. The Transfer Agent or its agent will investigate all
inquiries from shareholders of the Fund relating to Shareholder accounts
and will respond to all communications from Shareholders and others
relating to its duties hereunder and such other correspondence as may from
time to time be mutually agreed upon between the Transfer Agent and the
Fund.
3. SHARE CERTIFICATES.
(a) At the expense of the Fund, it shall supply the Transfer Agent or
its agent with an adequate supply of blank share certificates to
meet the Transfer Agent or its agent's requirements therefor.
Such Share certificates shall be properly signed by facsimile.
The Fund agrees that, notwithstanding the death, resignation, or
removal of any officer of the Fund whose signature appears on
such certificates, the Transfer Agent or its agent may continue
to countersign certificates which bear such signatures until
otherwise directed by Written Instructions.
(b) The Transfer Agent or its agent shall issue replacement Share
certificates in lieu of certificates which have been lost, stolen
or destroyed, upon receipt by the Transfer Agent or its agent of
properly executed affidavits
and lost certificate bonds, in form satisfactory to the Transfer
Agent or its agent, with the Fund and the Transfer Agent or its
agent as obligees under the bond.
(c) The Transfer Agent or its agent shall also maintain a record of
each certificate issued, the number of Shares represented thereby
and the holder of record. With respect to Shares held in open
accounts or uncertificated form, i.e., no certificate being
issued with respect thereto, the Transfer Agent or its agent
shall maintain comparable records of the record holders thereof,
including their names, addresses and taxpayer identification. The
Transfer Agent or its agent shall further maintain a stop
transfer record on lost and/or replaced certificates.
4. MAILING COMMUNICATIONS TO SHAREHOLDERS; PROXY MATERIALS. The Transfer Agent
or its agent will address and mail to Shareholders of the Fund, all reports
to Shareholders, dividend and distribution notices and proxy material for
the Fund's meetings of Shareholders. In connection with meetings of
Shareholders, the Transfer Agent or its Agent will prepare Shareholder
lists, mail and certify as to the mailing of proxy materials, process and
tabulate returned proxy cards, report on proxies voted prior to meetings,
act as inspector of election at meetings and certify Shares voted at
meetings.
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5. SALES OF SHARES.
(a) Suspension of Sale of Shares. The Transfer Agent or its agent
shall not be required to issue any Shares of the Fund where it
has received a Written Instruction from the Fund or official
notice from any appropriate authority that the sale of the Shares
of the Fund has been suspended or discontinued. The existence of
such Written Instructions or such official notice shall be
conclusive evidence of the right of the Transfer Agent or its
agent to rely on such Written Instructions or official notice.
(b) Returned Checks. In the event that any check or other order for
the payment of money is returned unpaid for any reason, the
Transfer Agent or its agent will: (i) give prompt notice of such
return to the Fund or its designee; (ii) place a stop transfer
order against all Shares issued as a result of such check or
order; and (iii) take such actions as the Transfer Agent may from
time to time deem appropriate.
6. TRANSFER.
(a) Requirements for Transfer of Shares. The Transfer Agent or its
agent shall process all requests to transfer Shares in accordance
with oral or written instructions or otherwise pursuant to the
transfer procedures set forth in the Fund's Prospectus. The
Transfer Agent or its agent will transfer Shares upon receipt of
Oral or Written Instructions or otherwise pursuant to the
Prospectus and Share certificates, if any, properly endorsed for
transfer, accompanied by such documents as the Transfer Agent or
its agent reasonably may deem necessary.
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The Transfer Agent or its agent reserves the right to refuse
to transfer Shares until it is satisfied that the endorsement on
the instructions is valid and genuine. The Transfer Agent or its
agent 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 Transfer Agent or its
agent, in its good judgment, deems improper or unauthorized, or
until it is reasonably satisfied that there is no basis to any
claims adverse to such transfer.
7. DIVIDENDS.
(a) Notice to Agent and Custodian. Upon the declaration of each
dividend and each capital gains distribution by the Board of
Directors of the Fund with respect to Shares of the Fund, the
Fund shall furnish or cause to be furnished to the Transfer Agent
or its agent a copy of a resolution of the Fund's Board of
Directors certified by the Secretary of the Fund setting forth
the date of the declaration of such dividend or distribution, the
ex-dividend date, the date of payment thereof, the record date as
of which shareholders entitled to payment shall be determined,
the amount payable per Share to the shareholders of record as of
that date, the total amount payable to the Transfer Agent or its
agent on the payment date and whether such dividend or
distribution is to be paid in Shares of such class at net asset
value.
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On or before the payment date specified in such resolution
of the Board of Directors, the Custodian of the Fund will pay to
the Transfer Agent sufficient cash to make payment to the
shareholders of record as of such payment date that are not
participating in the Fund's Dividend Reinvestment and Cash
Purchase Plan.
(b) Insufficient Funds for Payments. If the Transfer Agent or its
agent does not receive sufficient cash from the Custodian to make
total dividend and/or distribution payments to all shareholders
of the Fund as of the record date, the Transfer Agent or its
agent will, upon notifying the Fund, withhold payment to all
Shareholders of record as of the record date until sufficient
cash is provided to the Transfer Agent or its agent.
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Exhibit 1 to Schedule A
Summary of Services
The services to be performed by the Transfer Agent or its agent shall be as
follows:
A. DAILY RECORDS
Maintain daily the following information with respect to each
Shareholder account as received:
Name and Address (Zip Code)
Class of Shares
Taxpayer Identification Number
Balance of Shares held by Agent
Beneficial owner code: i.e., male, female, joint tenant, etc.
Dividend code (reinvestment)
Number of Shares held in certificate form
B. OTHER DAILY ACTIVITY
Answer written inquiries relating to Shareholder accounts (matters
relating to portfolio management, distribution of Shares and other
management policy questions will be referred to the Fund).
Process additional payments into established Shareholder accounts in
accordance with Written Instruction from the Agent.
Upon receipt of proper instructions and all required documentation,
process requests for repurchase of Shares.
Identify redemption requests made with respect to accounts in which
Shares have been purchased within an agreed-upon period of time for
determining whether good funds have been collected with respect to
such purchase and process as
agreed by the Agent in accordance with written instruments set forth
by the Fund.
Examine and process all transfers of Shares, ensuring that all
transfer requirements and legal documents have been supplied.
Issue and mail replacement checks.
Open new accounts and maintain records of exchanges between accounts.
C. DIVIDEND ACTIVITY
Calculate and process Share dividends and distributions as instructed
by the Fund.
Compute, prepare and mail all necessary reports to Shareholders or
various authorities as requested by the Fund.
Report to the Fund reinvestment plan share purchases and determination
of the reinvestment price.
D. MEETINGS OF SHAREHOLDERS
Cause to be mailed proxy and related material for all meetings of
Shareholders.
Tabulate returned proxies (proxies must be adaptable to mechanical
equipment of the Agent or its agents) and supply daily reports when
sufficient proxies have been received.
Prepare and submit to the Fund an Affidavit of Mailing.
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At the time of the meeting, furnish a certified list of Shareholders,
hard copy, microfilm or microfiche and, if requested by the Fund,
Inspection of Election.
E. PERIODIC ACTIVITIES
Cause to be mailed reports, Prospectuses, and any other enclosures
requested by the Fund (material must be adaptable to mechanical
equipment of Agent or its agents).
Receive all notices issued by the Fund with respect to the Preferred
Shares in accordance with and pursuant to the Articles of
Incorporation and the Indenture and perform such other specific duties
as are set forth in the Articles of Incorporation including a giving
of notice of a special meeting and notice of redemption in the
circumstances and otherwise in accordance with all relevant provisions
of the Articles of Incorporation.
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