EXHIBIT 99.K
TRANSFER AGENCY AND REGISTRAR AGREEMENT
AGREEMENT, dated as of ______________, 1998, between TRAVELERS CORPORATE
LOAN FUND INC., (the "Fund"), a corporation organized under the laws of Maryland
and having its principal place of business at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000, and FIRST DATA INVESTMENT SERVICES GROUP, INC. (the "Transfer
Agent"), a corporation organized under the laws of Massachusetts and having its
principal offices at One Exchange Place, 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx
00000.
W I T N E S S E T H
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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
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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
Custody 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 and
Statement of Additional Information, 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
series fund, as such terms are used in the 1940 Act any other classes or series
of capital 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
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constitutes the Transfer Agent as transfer agent, registrar and dividend
disbursing agent for Shares of the Fund and as shareholder servicing agent for
the Fund and as plan agent under the Fund's Dividend Reinvestment Plan. The
Transfer Agent accepts such appointments and agrees to perform the duties
hereinafter set forth.
3. Compensation.
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(a) The Fund will compensate or cause the Transfer Agent to be compensated
for the performance of its obligations hereunder in accordance with the fees set
forth in the written schedule of fees annexed hereto as Schedule A and
incorporated herein. The Transfer Agent will transmit an invoice to the Fund as
soon as practicable after the end of each calendar month which will be detailed
in accordance with Schedule A, and the Fund will pay to the Transfer Agent the
amount of such invoice within thirty (30) days after the Fund's receipt of the
invoice.
In addition, the Fund agrees to pay, and will be billed separately for,
reasonable out-of-pocket expenses incurred by the Transfer Agent in the
performance of its duties hereunder. Out-of-pocket expenses shall include, but
shall not be limited to, the items specified in the written schedule of out-of-
pocket charges annexed hereto as Schedule B and incorporated herein.
Unspecified out-of pocket expenses shall be limited to those out-of-pocket
expenses reasonably incurred by the Transfer Agent in the performance of its
obligations hereunder. Reimbursement by the Fund for expenses incurred by the
Transfer Agent in any month shall be made as soon as practicable but no later
than fifteen (15) days after the receipt of an itemized xxxx from the Transfer
Agent.
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(b) Any compensation agreed to hereunder may be adjusted from time to time
by attaching to Schedule A, a revised fee schedule executed and dated by the
parties hereto.
4. Documents. In connection with the appointment of the Transfer Agent,
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the Fund shall deliver or cause 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 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 Authorized Person who
will sign Written Instructions or is authorized to give Oral Instructions to the
Transfer Agent on behalf of the Fund;
(d) A certified copy of the Fund's 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.
5. Further Documentation. The Fund will also furnish the Transfer Agent
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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 copies of each resolution of the Board of Directors or
other authorization designating Authorized Persons; and
(d) certified copies of each resolution of the Board of Directors or other
authorization designating Authorized Persons; and
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(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. The Fund represents to the Transfer Agent that all
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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. The Transfer Agent represents that it is and will
continue to be registered as a transfer agent under the Securities Exchange Act
of 1934.
7. Distributions Payable in Shares. In the event that the Board of
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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.
8. Duties of the Transfer Agent. The Transfer Agent shall be responsible
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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 as plan agent under the Fund's Dividend Reinvestment
Plan; 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 C 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.
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(a) The Transfer Agent shall create and maintain all records required of it
pursuant to its duties hereunder and as set forth in Schedule C 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.
(b) 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 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.
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10. Other Duties. In addition to the duties set forth in Schedule C,
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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 reflected in a written amendment to Schedule A or B and
the duties and functions shall be reflected in an amendment to Schedule C, both
dated and signed by authorized persons of the parties hereto.
11. Reliance by Transfer Agent; Instructions.
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(a) The Transfer Agent will have no liability when acting upon Written or
Oral Instructions reasonably 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 Written
Instructions or in accordance with the opinion of counsel for the Fund or, with
the consent of the Fund, counsel 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.
12. Acts of God, etc. The Transfer Agent will not be liable or
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responsible for delays or errors by Acts of God or by reason of circumstances
beyond its control, including acts of civil or military authority, national
emergencies, labor difficulties, mechanical breakdown, insurrection, war, riots,
or failure or unavailability of transportation, communication or power supply,
fire, flood or other castrophe.
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13. Duty of Care and Indemnification. Each party hereto (the
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"Indemnifying Party") will indemnify the other party (the "Indemnified Party")
against 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") under this Agreement, unless such Claim has resulted from
a negligent failure to act or omission to act or bad faith of the Indemnified
Party in the performance of its duties hereunder. In addition, the Fund will
indemnify the Transfer Agent against 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.
In any case in which the Indemnifying Party may be asked to indemnify or
hold the Indemnified Party harmless, the Indemnifying Party shall be advised of
all pertinent facts concerning the situation in question. The Indemnified Party
will notify the Indemnifying Party promptly after indentifying any situation
which it believes presents or appears likely to present a claim for
indemnification against the Indemnifying Party although the failure to do so
shall not prevent recovery by the Indemnified Party. The Indemnifying Party
shall have the option to defend the Indemnified Party against any Claim which
may be the subject of this indemnification, and, in the event that the
Indemnifying Party so elects, such defense shall be conducted by counsel chosen
by the Indemnifying Party and satisfactory to the Indemnified Party, and
thereupon the Indemnifying Party shall take over complete defense of the Claim
and the Indemnified Party shall sustain no further legal or other expenses in
respect of such Claim. The Indemnified Party will not confess any claim or make
any compromise in any case in which the Indemnifying Party will be asked to
provide indemnification, except with the Indemnifying Party'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
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either party under this Agreement be liable to the other party for 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.
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(a) This Agreement shall be effective on the date first written above and
thereafter shall automatically continue for successive annual periods ending on
the anniversary of the date first written above, provided that it may be
terminated by either party upon written notice given at least 60 days prior to
termination.
(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
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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
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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. 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.
17. Amendment. This Agreement may only be amended or modified by a
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written instrument executed by both parties.
18. Subcontracting. The Fund agrees that the Transfer Agent may, in its
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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.
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(a) Notices. Any notice or other instrument authorized or required by
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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.
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To the Fund:
Travelers Corporate Loan Fund Inc.
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx XxXxxxxx, President
with a copy to Fund Counsel
To the Transfer Agent:
First Data Investors Services Group, Inc.
Xxx Xxxxxxxx Xxxxx
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention:
with a copy to Transfer Agent Counsel.
(b) Successors. This Agreement shall extend to and shall be binding upon
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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 assignor
without the written consent of the other party, which consent shall not be
unreasonably withheld.
(c) Governing Law. This Agreement shall be governed exclusively by the
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laws of the State of New York without reference to the choice of law provisions
thereof. Each party hereto hereby (i) the Supreme Court of New York sitting in
New York County shall have exclusive jurisdiction over any and all disputes
arising hereunder; (ii) consents to the personal jurisdiction of such court over
the parties hereto, hereby waiving any defense of lack of personal jurisdiction;
and (iii) appoints the person to whom notices hereunder are to be sent as agent
for service of process.
(d) Counterparts. This Agreement may be executed in any number of
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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
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of reference only and in no way define or delimit any of 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
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Transfer Agent in any Prospectus, 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
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the foregoing, any reference to the Transfer Agent shall include a statement to
the effect that the Transfer Agent is a wholly owned subsidiary of First Data
Corporation.
(g) Use of Fund's Name The Transfer Agent shall not use the name of the
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Fund or material relating to the Fund on any documents or forms for other 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
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contractors and not partners or co-venturers.
(i) Entire Agreement; Severability. This Agreement and the Schedules
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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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers, as of the day and year fist above
written.
TRAVELERS CORPORATE LOAN FUND INC.
By:
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Xxxxx XxXxxxxx
President
FIRST DATA INVESTORS SERVICES GROUP, INC.
By:
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Title:
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Schedule A
Monthly Fee: $2500.00
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Schedule B
OUT-OF-POCKET EXPENSES
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The Fund shall reimburse the Transfer Agent monthly for applicable out-of-
pocket expenses, including, but not limited to the following items:
- Microfiche/microfilm production
- Magnetic media tapes
- Printing costs, including certificates, envelopes, checks and stationery
- Postage (bulk, pre-sort, ZIP+4, bar-coding, first class) direct pass
through to the Fund
- Due diligence mailings
- Telephone and telecommunication costs, including all lease, maintenance
and line costs
- Proxy solicitations, mailings and tabulations
- Daily & Distribution advice mailings
- Shipping, Certified and Overnight mail and insurance
- Year-end form production and mailings
- Terminals, communication lines, printers and other equipment and any
expenses incurred in connection with such terminals and lines
- Duplicating services
- Courier services
- Wire charges
- Federal Reserve charges for check clearance
- Record retention, retrieval and destruction costs, including, but not
limited to exit fees charged by third party record keeping vendors
- Third party audit reviews
- Insurance
- Such other miscellaneous expenses reasonably incurred by the Transfer
Agent in performing its duties and responsibilities under this
Agreement.
The Fund agrees that postage and mailing expenses will be paid on the day
of or prior to mailing as agreed with the Transfer Agent. In addition, the Fund
will promptly reimburse the Transfer Agent for any other unscheduled expenses
incurred by the Transfer Agent whenever the Fund and the Transfer Agent mutually
agree that such expenses are not otherwise properly borne by the Transfer Agent
as part of its duties and obligations under the Agreement.
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Schedule C
DUTIES OF THE TRANSFER AGENT
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1. Shareholder Information. The Transfer Agent or its agent shall
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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
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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. The
Transfer Agent shall provide the Fund with reports concerning shareholder
inquires and the responses thereto by the Transfer Agent, in such form and at
such times as are agreed to by the Fund and Transfer Agent.
3. Share Certificates.
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(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's 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, which the Fund and the Transfer Agent or its agent as obligee 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 or
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
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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
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(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 and Repurchase
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(a) Requirements for Transfer or Repurchase of Shares. The Transfer Agent
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or its agent shall process all requests to transfer or redeem Shares in
accordance with the transfer or repurchase procedures set forth in the Fund's
Prospectus.
The Transfer Agent or its agent will transfer or repurchase Shares upon
receipt of Oral or Written Instructions or otherwise pursuant to the Prospectus
and Share certificates, if any, properly endorsed for transfer or redemption,
accompanied by such documents as the Transfer Agent or its agent reasonably may
deem necessary.
The Transfer Agent or its agent reserves the right to refuse to transfer or
repurchase Shares until it is satisfied that the endorsement on the instructions
is valid and genuine. The Transfer Agent or its agent also reserve the right to
refuse to transfer or repurchase Shares until it is satisfied that the requested
transfer or repurchase is legally authorized, and it shall incur no liability
for the refusal, in good faith, to make transfers or repurchases 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 or repurchase.
(b) Notice to Custodian and Fund. When Shares are redeemed, the Transfer
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Agent or its agent shall, upon receipt of the instructions and documents in
proper form, deliver to the Custodian and the Fund or its designee a
notification setting forth the number of Shares to be repurchased. Such
repurchased shares shall be reflected on appropriate accounts maintained by the
Transfer Agent or its agent reflecting outstanding Shares of the Fund and Shares
attributed to individual accounts.
(c) Payment of Repurchase Proceeds. The Transfer Agent or its agent
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shall, upon receipt of the moneys paid to it by the Custodian for the repurchase
of Shares, pay such moneys as are
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received from the Custodian, all in accordance with the procedures described in
the written instruction received by the Transfer Agent or its agent from the
Fund.
The Transfer Agent or its agent shall not process or effect any repurchase
with respect to Shares of the Fund after receipt by the Transfer Agent or its
agent of notification of the suspension of the determination of the net asset
value of the Fund.
7. Dividends
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(a) Notice to Agent and Custodian. Upon the declaration of each dividend
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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.
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.
(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 C
Summary of Services
The service to be performed by the Transfer Agent or its agent shall be as
follows:
A. DAILY RECORDS
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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 dividends and disbursements 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 Transfer Agent in accordance with
written instructions 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.
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- 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 Transfer Agent or its agents) and supply
daily reports when sufficient proxies have been received.
- Prepare and submit to the Fund an Affidavit of Mailing.
- 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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