1
Exhibit 13(a)(2)
STATE STREET BANK AND TRUST COMPANY
TRANSFER AGENT and REGISTRAR SERVICES
FEE AGREEMENT
for all
XXXXXXX, XXXXXXX & XXXXX, INC.
CLOSED-END FUNDS
ONGOING TRANSFER AGENT FEES
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$6.75 per shareholder account, per fund, per annum. Includes the
issuance and registration of the first 5,000 credit certificates per fund in a
calendar year. Excess credits beyond 5,000 per fund to be billed at $1.25 each
within a calendar year.
For each dividend reinvestment per participant $.75
For each optional cash infusion $.75
ACCOUNT MAINTENANCE SERVICES
----------------------------
- Establishing new accounts
- Preparation and mailing of W-9 solicitation to new accounts without T.I.N.s
- Address changes
- Processing T.I.N. changes
- Processing routine and non-routine transfers of ownership
- Issuance of credit certificates (see limits)
- Posting debit and credit transactions
- Providing a daily transfer journal of ownership changes
- Responding to written shareholder communications
- Responding to shareholder telephone inquiries; toll-free number
- Placing and releasing stop transfers
- Replacing lost certificates
- Registration of credit certificates (see limits)
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Fee Agreement
Page 2
DIVIDEND DISBURSEMENT SERVICES
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- Generate and mail dividend checks with one enclosure
- Replace lost dividend checks
- Processing of backup withholding and remittance
- Processing of non-resident alien withholding and remittance.
- Preparation and filing of Federal Tax Forms 1099 and 1042
- Preparation and filing of State Tax information as directed
DIVIDEND REINVESTMENT SERVICES PROVIDED
---------------------------------------
- Processing optional cash investments and acknowledging same
- The reinvestment of dividend proceeds for participants
- Participant withdrawal or sell requests
- Preparation, mailing of monthly reinvestment statements
ANNUAL MEETINGS SERVICES
------------------------
Coordination of mailing of proxies, proxy statement, annual report and
- business reply envelope (all out-of-pocket expenses, including printing of
proxy cards, postage, and envelope costs will be billed as incurred)
- Providing one set of labels of banks, brokers and nominees for broker
search
- Providing an Annual Meeting Record Date list
- Tabulation of returned proxies
- Daily reporting of tabulation results
- Interface support during solicitation effort
- Providing one inspector of Election at Annual Meeting (out-of-pocket travel
expenses billed as cost as incurred)
- Providing an Annual Meeting Final Voted list
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Fee Agreement
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ADDRESSING AND MAILING SERVICES
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- Preparation for the mailing of three (3) quarterly reports
- Addressing and mailing dividend reinvestment brochures to new shareholders
on a monthly basis, or as agreed
INFORMATIONAL SERVICES PROVIDED
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- One complete statistical report per calendar year
- Shareholders by state
- Shareholders by classification code
- Shareholders by share grouping
TERMS OF FEE AGREEMENT
----------------------
- Length of Fee Agreement is two years from execution
- Minimum $1,000. per month, per fund
- Escalation Clause - The per account annual fee in upon renewal shall be
equal to the current fee increased by the lesser of (I) 6% or, (ii) the
percentage increase in the U.S. Department of Labor nation index of "Cost
of Services Less Rent" for the period at renewal. Fees will be increased at
this rate every two years thereafter.
MISCELLANEOUS
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- All mail list accounts will be maintained at a flat rate of $3,00 per
account, per annum.
- All out-of-pocket expenses such as postage, stationery, etc. will be billed
as incurred.
- Escheatment services.
ADDITIONAL SERVICES
-------------------
- Services over and over this Fee Schedule will be invoiced in accordance
with our current Schedule of Services or priced by appraisal.
0
XXXXX XXXXXX BANK AND TRUST COMPANY
STOCK TRANSFER AGENT FEE AGREEMENT
FOR
XXXXXXX, XXXXXXX & XXXXX, INC.
CLOSED-END FUNDS
FEE AGREEMENT EFFECTIVE DATES: FROM; 4/1/96 - 4/1/97
------------------------------
LENGTH OF FEE AGREEMENT: One Year
------------------------
REQUIRED SIGNATURES:
--------------------
------------------------------------------- -------------------------
State Street Bank and Trust Company Date
Name: Xxxxxxx X. Xxxxx
Title: Vice President
------------------------------------------- -------------------------
Xxxxxxx, Xxxxxxx & Xxxxx, Inc. Date
Name:
Title:
5
PORTUGAL
Associacao para a Prestacao de Servicos as Bolsa de Valores (Interbolsa)
------------------------------------------------------------------------
Head Office: Xxx Xxxxxxxx Xxxxx, 000
0000 Xxxxx
Xxxxxxxx
Ownership: Lisbon Stock Exchange Association 50%
Oporto Stock Exchange Association 50%
Supervisory Body: Comissao xx Xxxxxxx de Valores Mobilarios (CMVM)
Eligible Securities: Book entry securities and fungible certificates
Participants: There are 56 participants, the majority of which are brokers,
dealers, and banks.
Operating History: Interbolsa began activities in 1991
but was not legally constituted until April
1993. This association was established to
run the central securities depository
(Central de Valores Mobiliarios), run the
nationwide clearing and settlement system,
and run the nationwide trading system
(TRADIS).
Value of Securities
Under Custody: PTE 12,790,560,000,000 (approximately USD 82,467 million)
Financials: Total Assets: PTE 6,300,000,000 (USD 41 million) as of 12/31/96
Auditors: Deloitte & Touche
Insurance: PTE 1 billion policy covers risks related to the use of computers
and network communications, staff infidelity, forgery and/or
physical loss, and fraud.
General Comments: Securities are immobilized, and all government debt issued after
1991 is dematerialized. Interbolsa has automated communication
with the Lisbon Stock Exchange and market participants.
Physical shares may be held outside
Interbolsa, but it is required to register
securities in certificate form if they are:
to be traded in the Stock Exchange, result
from the exercise of rights in issues
already registered, or if they are to be
converted into book entry shares. Functions
performed are transfer, trade matching,
clearance and settlement, registration,
safekeeping/book entry, and income
collection/distribution.
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PORTUGAL
Page 2
I. The Subcustodian
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G. Financial Strength and
Reputation:
Insurance Provisions: The subcustodian has confirmed that BESCL's
Bankers Blanket Bond insures: forgery, loss on
premises, employee dishonesty, robbery, electronic
communications, and Eurocheque coverage. The
amount of coverage is PTE 500 million per incident
with a PTE 13 million deductible.
U. S. Branches: There is one branch office in New York.
Asset Ranking
(as of year end, 1996): BESCL is ranked 5th in Portugal and 240th in the
world in terms of total assets.
S&P Long-Term
Rating
(as of June 13, 1997): A-
S&P Short-Term
Rating
(as of June 13, 1997): A-1
II. The Subcustodian Agreement
--------------------------
A. Agreement: Master subcustodian agreement dated April 26,
1989 and amended February 23, 1994, copies of
which are enclosed.
III. Country Information
-------------------
A. Regulation of the
Subcustodian: BESCL is regulated under the laws of Portugal by
Banco de Portugal.
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PORTUGAL
Page 3
III. Country Information (continued)
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B. Deposit Insurance: Financial institutions are excluded from the
guarantee fund.
C. Foreign Law
Considerations:
Access to books The bank may provide either access to books and
and records: records or information reflecting the contents thereof.
Recovery of assets There are no restrictions on the recovery of assets in
upon bankruptcy: the event of bankruptcy.
Recovery of assets There are no restrictions on the recovery of lost
upon loss: assets.
Likelihood of Expropriation or any similar event is considered
expropriation: unlikely.
Convertibility There is no difficulty in the conversion of assets.
of assets:
