EXHIBIT (k)(i)
TRANSFER AGENCY AGREEMENT
CHASEMELLON SHAREHOLDER SERVICES
SERVICE AGREEMENT AND FEE PROPOSAL FOR TRANSFER AGENT SERVICES TO
USLIFE INCOME FUND, INC.
Date: January 9, 1998
Transfer Agent Agreement
TRANSFER AGENT AGREEMENT, dated November 13,1997 between USLife Income
Fund, Inc., a. corporation ("Client"} and ChaseMellon Shareholder Services,
L.L.C., a New Jersey limited liability company ("ChaseMellon").
1. Appointment. Client appoints ChaseMellon as its transfer agent, registrar and
dividend disbursing agent and ChaseMellon accepts such appointment in accordance
with the following terms and conditions for all authorized shares of each class
of stock listed in Annex A hereto (the "Shares").
2. Term of Agreement. This Agreement shall commence on the date hereof and shall
continue for a term of three years. Unless either party gives written notice of
termination of this Agreement at least 60 days prior to the end of the
three-year term, or any successive three-year term, this Agreement shall
automatically renew for an additional three-year term.
In the event this Agreement is terminated by Client, Client's notice must
include a certified resolution of the Board of Directors of Client to such
effect, instructions as to the disposition of records, as well as any additional
documentation reasonably requested by ChaseMellon. Except as otherwise expressly
provided in this Agreement, the respective rights and duties of Client and
ChaseMellon under this Agreement shall cease upon termination of the
appointment.
3. Duties of ChaseMellon. ChaseMellon will provide all necessary operational,
administrative and management services for Client in the performance of the
stock transfer, registrar, dividend disbursing, and other related services
listed in Annex B hereto.
4. The Shares. Client represents, warrants and covenants to ChaseMellon that:
a) the Shares issued and outstanding on the date hereof have been duly
authorized, validly issued and are fully paid and are non-assessable; and any
Shares to be issued hereunder, when issued, shall have been duly authorized,
validly issued and fully paid and will be non-assessable.
b) the Shares issued and outstanding on the date hereof have been duly
registered under the Securities Act of 1933, as amended, and such registration
has become effective, or are exempt from such registration; and have been duly
registered under the Securities Exchange Act of 1934, as amended, or are exempt
from such registration;
c) any Shares to be issued hereunder, when issued shall have been duly
registered under the Securities Act of 1933, as amended, and such registration
shall have become effective or shall be exempt from such registration; and shall
have been duly registered under the Securities Exchange Act of 1934, as amended,
or shall be exempt from such registration.
d) Client has paid or caused to be paid all taxes, if any, which were
payable upon or in respect of the original issuance of the Shares issued and
outstanding on the date hereof, and
e) the execution and delivery of this Agreement, and the issuance and any
subsequent transfer of the Shares hereunder, do not and will not conflict with,
violate, or result in a breach of the terms, conditions or provisions of, or
constitute a default under, the charter or the by-laws of Client, any law or
regulation, any order or decree of any court or public authority having
jurisdiction, or any mortgage, indenture, contract, agreement or undertaking to
which Client is a party or by which it is bound and this Agreement is
enforceable against Client in accordance with it terms, except as may be limited
by bankruptcy , insolvency, moratorium, reorganization and other similar laws
affecting the enforcement of creditor's rights generally.
Client agrees to provide the documentation and notifications listed in
Annex C hereto.
5. Compensation, Expenses, Scope of Agency and Indemnification. Client shall
compensate ChaseMellon for its services hereunder in accordance with the fee
schedule agreed to by the parties. Such fees shall be adjusted annually by the
annual percentage of change in the latest Consumer Price Index of All Urban
Consumers (CPI-U) for the Northeast region, 0000-00-000, as published by the
U.S. Department of Labor, Bureau of Labor Statistics. Client shall reimburse
ChaseMellon for all reasonable expenses, disbursements or advances incurred by
it in accordance herewith. All amounts owed to ChaseMellon hereunder are due
upon receipt of the invoice. Delinquent payments are subject to a late payment
charge of one and one half percent (1.5%) per month commencing forty-five (45)
days from the invoice date. Client agrees to reimburse ChaseMellon for any
attorney's fees and any other costs associated with collecting delinquent
payments.
ChaseMellon may rely and shall be protected in acting or refraining from
acting upon any Client communication authorized by this Agreement; upon any
communication from any predecessor Transfer Agent or co-Transfer Agent or from
any Registrar (other than ChaseMellon), predecessor Registrar or co-Registrar;
and upon any other written instruction, notice, request, direction, consent,
report, certificate or other instrument, paper or document believed by
ChaseMellon to be genuine. ChaseMellon is authorized to refuse to make any
transfer it deems improper. In the absence of gross negligence or intentional
misconduct on its part, ChaseMellon shall not be liable for any action taken,
suffered, or omitted by it or for any error of judgment made by it in the
performance of its duties under this Agreement.
ChaseMellon may consult with counsel (including internal counsel) whose
advice shall be full and complete authorization and protection in respect of any
action taken, suffered or omitted by it hereunder in good faith and in
reasonable reliance thereon.
Client shall indemnify ChaseMellon for, and hold it harmless against, any
loss, liability or expense incurred without gross negligence or intentional
misconduct on its part arising out of or in connection with its duties under
this Agreement, including and expenses of defending itself against any claim or
liability in connection with its exercise or performance of any of its duties
under this Agreement. In no case will ChaseMellon be liable for special,
indirect, incidental or consequential loss or damages of any kind whatsoever
(including but not limited to lost profits), even if ChaseMellon has been
advised of the possibility of such damages. Any liability of ChaseMellon will be
limited to the amount of fees paid by Client hereunder.
The obligations of Client under this section shall survive the termination
of this Agreement.
6. Notices. All notices, demands and other communications shall be in writing
and sent or delivered to the addresses indicated on the signature page hereof.
7. Miscellaneous. This Agreement may not be amended or modified in any manner
except by a written agreement signed by both ChaseMellon and Client.
This Agreement shall be governed by, construed and interpreted in
accordance with the laws of the State of New York, without reference to the
choice of law doctrine of such state.
ChaseMellon is acting solely as agent for Client under this Agreement and
owes no duties hereunder to any other person. ChaseMellon undertakes to perform
the duties and only the duties that are specifically set forth in this
Agreement, and no implied covenants or obligations shall be read into this
Agreement against ChaseMellon.
This Agreement shall be binding upon, inure to the benefit of, and be
enforceable by, the respective successors and assigns of Client and ChaseMellon.
ChaseMellon shall not be liable for any failure or delays arising out of
conditions beyond its reasonable control including, but not limited to, work
stoppages, fires, civil disobedience, riots, rebellions, storms, electrical,
mechanical, computer or communications facilities failures, acts of God or
similar occurrences.
The Schedules and Annexes hereto are an integral part of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their
duly authorized officers as of the day and year above written.
US LIFE INCOME FUND, INC.
By:
Name:
Title:
Address:
Attn:
CHASEMELLON SHAREHOLDER SERVICES. L.L.C.
By:
Name:
Title:
Address:
Attn:
Annex A
STOCK SUBJECT TO THE AGREEMENT
----------------------------------------------------------------
Number of
Number of Authorized
Authorized Shares Reserved
Shares Issued for Future
Number of and Outstanding Issuance Under
Authorized (including Existing
Class of Stock Shares Treasury Shares) Agreements
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Annex B
SERVICES TO BE PROVIDED
Account Maintenance Functions
o Opening new accounts
o Posting debits and credits
o Maintaining certificate history
o Placing and releasing stop transfer notations
o Consolidating accounts
o Coding accounts requiring special handling (e.g., "bad address," "do
not mail," "VIP," etc.)
o Processing address changes
o Responding to shareholder correspondence
o Providing a general 800 phone number for shareholder inquiries
o Obtaining and posting Taxpayer Identification Number certifications
pursuant to IDTCA regulations
o Maintaining closed accounts for the purpose of research and tax
reporting
o Purging closed accounts that meet selective criteria
o Providing unlimited on-line access to shareholder records
o Training on system access
Certificate Issuance Functions
o Qualifying under the rules of the NYSE and AMEX to act in the dual
capacity as transfer agent and registrar
o Maintaining mail and window facilities for the receipt of transfer
requests
o Maintaining and securing unissued certificate inventory and supporting
documents
o Examining issuance or transfer requests to ensure that proper
authority is being exercised
o Verifying (to the extent possible) that surrendered certificates are
genuine and have not been altered
o Verifying that original issuances are properly authorized and have
necessary regulatory approval
o Verifying that Shares issued equal the amount surrendered
o Verifying that no stop orders are held against the surrendered
certificates
o Issuing and registering new certificates
o Recording canceled and issued certificates by registration,
certificate number and Shares
o Canceling surrendered certificates and storing for two years
o Delivering completed transfers
o Processing restricted and legal transfers upon presentment of
appropriate supporting documentation
o Preparing Daily Transfer or Management Summary Journals
o Replacing lost, destroyed or stolen certificates provided that
ChaseMellon is in receipt of (a) evidence acceptable to it of the
loss, theft or destruction, and (b) a surety bond acceptable to
ChaseMellon sufficient to indemnify and save it and Client harmless
(charge imposed on shareholder)
Proxy and Annual Meeting Functions
o Identifying broker/nominee account requirements to determine amount of
sets of material needed
o Preparing and mailing proxy material and Annual Report
o Suppressing the mailing of multiple Annual Reports to households
requesting it
o Tabulating proxies (both scanner and manual) returned by shareholders
o Identifying shareholders who will attend the Annual Meeting
o Providing Inspector(s) of Election for the Annual Meeting
o Supporting efforts of any proxy solicitor
o Preparing list of record date holders
o Preparing report of final vote
o Providing remote access to proxy tabulation system
o Maintaining an automated link with DTC and ADP to receive
transmissions of broker votes
o Processing omnibus proxies for respondent banks
Other Services
o Preparing shareholder listings and labels
o Preparing analytical reports
o Mailing quarterly or periodic reports
o Locating lost shareholders through Shareholder Asset Recovery Program
("SHARP")
(If requested, the following services are subject to additional fees):
Dividend Disbursement Functions
o Preparing and mailing checks
o Reconciling checks
o Preparing payment register in list or microfiche form
o Withholding and filing taxes for non-resident aliens and others
o Filing federal tax information returns
o Processing "B" and "C" Notices received from the IRS
o Mailing required statements (Form 1099) to registered holders
o Maintaining stop files and issuing replacement checks
o Maintaining payment orders and addresses
o Maintaining records to support escheat filings
Dividend Reinvestment Services
o Opening and maintaining participant accounts
o Processing reinvestment and optional cash payments
o Preparing participant statements of account, after each transaction,
showing activity for current period
o Processing liquidations and terminations according to plan
specifications
o Providing periodic investment reports to USLife Income Fund, Inc.
o Preparing Form 1099B to report sales proceeds
Other Services
o Filing escheat reports through Escheat Management Option
o Providing ACH, direct deposit services
o Providing a dedicated toll free 800 number
o Providing confidential voting for annual meeting
o Dividend Disbursement Functions
o Dividend Reinvestment Services
Annex C
DOCUMENTS AND NOTIFICATIONS TO BE DELIVERED TO CHASEMELLON
UPON EXECUTION OF THIS AGREEMENT
Client shall provide ChaseMellon with the following:
1. An adequate supply of Share certificates.
2. A copy of the resolutions adopted by the Board of Directors of Client
appointing ChaseMellon as Transfer Agent and/or Registrar and Dividend
Disbursement Agent, as the case may be, duly certified by the Secretary or
Assistant Secretary of Client under the corporate seal.
3. A copy of the Certificate of Incorporation of Client, and all amendments
thereto, certified by the Secretary of State of incorporation.
4. A copy of the By-laws of Client as amended to date, duly certified by the
Secretary of Client under the corporate seal.
5. A certificate of the Secretary or an Assistant Secretary of Client, under
its corporate seal, stating that:
a. This Agreement has been executed and delivered pursuant to the
authority of the Client's Board of Directors;
b. The attached specimen Share certificate(s) are in substantially
the form submitted to and approved by Client's Board of Directors
for current use and the attached specimen Share certificates for
each Class of Stock with issued and outstanding Shares are in the
form previously submitted to and approved by Client's Board of
Directors for past use;
c. The attached list of existing agreements pursuant to which Shares
have been reserved for future issuance specifying the number of
reserved Shares subject to each such existing agreement and the
substantive provisions thereof, is true and complete, or no
Shares have been reserved for future issuance;
d. Each shareholder list provided is true and complete (such
certification may state that it is based upon the certification
of the predecessor Transfer Agent or predecessor Registrar that
prepared the list) or no Shares are outstanding;
e. The name of each stock exchange upon which any of the Shares are
listed and the number and identity of the Shares so listed;
f. The name and address of each co-Transfer Agent, Registrar (other
than ChaseMellon) or co-Registrar for any of the Shares and the
extent of its appointment, or there are no co-Transfer Agents,
Registrars (other than ChaseMellon) or co-Registrars for any of
the Shares;
NOTIFICATION OF CHANGES
Client shall promptly notify ChaseMellon of the following:
1. Any change in the name of Client, amendment of its certificate of
incorporation or its by-laws;
2. Any change in the title of a Class of Stock from that set forth in Column 1
of Schedule A;
3. Any change in the Number of Authorized Shares from that set forth in Column
2 of Schedule A;
4. Any change in existing agreements or any entry into new agreements,
changing the Number of Authorized Shares Reserved for Future Issuance Under
Existing Agreements from that listed in Column 4 of Schedule A hereto;
5. Any change in the number of outstanding Shares subject to stop orders or
other transfer limitations;
6. The listing or delisting of any Shares on any stock exchange;
7. The appointment after the date hereof of any co-Transfer Agent, Registrar
(other than ChaseMellon) or any co-Registrar for any of the Shares;
8. The merger of Client into, or the consolidation of Client with, or the sale
or other transfer of the assets of Client substantially as an entirety to,
another person; or the merger or consolidation of another person into or
with Client; and
9. Any other change in the affairs of Client of which ChaseMellon must have
knowledge to perform properly its duties under this Agreement.
FEE SCHEDULE
USLIFE INCOME FUND, INC.
Initial Term of Agreement: Three (3) Years
Fees Not Subject to Increase: Two (2) Years
(During initial term only)
SERVICE FEES
Shareholder Accounts Maintained $ 4.50
New Shareholder Accounts Added 4.50
Certificates Issued and Registered 1.40
Certificates posted .30
Transfers Requiring Special Handling 7.50
Dividend Disbursement Services
Abandoned Property Records Posted .30
Withholding of Federal Tax on Domestic 3.00
Residents
Withholding Tax on Non-Resident Aliens 3.00
IRS Backup withholding 25.00
Dividend Reinvestment
Annual Administration Fee for Dividend $2,500.00
Reinvestment Agent
Dividend Reinvestments 2.50
Abandoned Property
Per existing contract
Proxy Preparation
Analyzing Accounts to Produce Broker/Nominee .05
Search Card Labels
Analyzing accounts to Prepare Broker/Nominee .05
List
Proxy Preparation .15
Enclose Annual Report, Proxy, Proxy Statement .20
and return envelope
Additional Enclosure .05
Certified Shareholder List .05
Prepare Second Proxy Cards .25
Enclose Proxy, Reminder Letter and return .15
envelope
Proxy Tally
Administrative Fee for Providing 2,500.00
Comprehensive Annual Meeting Services
Administrative Services performed with
Respect to Monitoring and Controlling 250.00
Downstream Proxies
Incorporation of Respondent Banks Omnibus 35.00
Position into Tally File
Tally Scannable Proxies for Quorum and One 0.37
Proposition
Tally Additional Propositions 0.12
Tally Non-machine Readable Proxies 2.00
Other Services
Prepare Labels .05
Affix Labels .03
Enclose Material for Mailing .05
Statistical .05
Sheet List .05
Expense and Other Charges
Fees and Out of Pocket Expenses. All charges and fees, out of pocket costs,
expenses and disbursements of ChaseMellon are due and payable by Client upon
receipt of an invoice from ChaseMellon. Client shall pay for postage by mail
date.
The cost of stationary and supplies, such as transfer sheets, dividend checks,
etc., together with a disbursement for telephone, postage, mail insurance,
travel for annual meeting, link-up charges for ADP/IECA, tape charges from DTC,
etc. are billed in addition to the above fees.
For companies who participate in the Direct Registration System (DRS),
ChaseMellon will provide a "sell" feature for disposal of book-entry shares held
on behalf of a shareholder. Upon receipt of a sell request by the registered
shareholder, ChaseMellon will process the request and remit the proceeds to the
shareholder in the form of a check (less the appropriate handling charge and
trading fee). The handling charge for each sell request is $15.00 and the
trading fee is $0.12 per share.
Initial Fee. A fee of $2,000.00 will be imposed for any additional activities
associated with the acceptance of appointments involving initial public
offerings (IPO's) and secondary offerings. The initial fee will cover the
issuance of up to 200 certificates. Certificates issued over this threshold will
be billed at $1.50 each.
Termination Fee. In the event Client terminates prior to the termination of the
initial term of this Agreement, the Client shall pay ChaseMellon a fee of one
dollar ($1.00) per registered shareholder account then maintained for the Client
on ChaseMellon's records, subject to a minimum fee of two thousand five hundred
dollars ($2,500.00). This fee, subject to change upon written notification to
the Client by ChaseMellon, is separate from any other amounts payable by the
Client to ChaseMellon incidental to such termination, such as, the cost to
produce and ship records, reports and unused certificate stock to a successor
agent. It is also separate from any other fees for services under this
Agreement, which would be accrued and payable by the Client to ChaseMellon prior
to such termination. ChaseMellon may withhold the Client's records, reports and
unused certificate stock from a successor agent pending the Client's payment in
full of its fees and expenses owed under this Agreement.
Conversion. There is usually no charge for converting the Client's files to
ChaseMellon's system with the exception of outstanding check history from the
current agent's file. A review of the current rules and formats will be made to
determine if any situation exists which will require extraordinary effort to
complete the conversion. Any charge will be discussed with the Client prior to
work commencing.
Interest. In the event Client shall default in the payment of any such charges,
such defaulted sums shall bear interest or finance charges at the maximum
applicable legal rate and all costs and expenses of effecting collection of any
said sums, including a reasonable attorney's fee, shall be paid by Client.
Legal, Technological Expenses. Certain legal expenses may be incurred in
resolving matters not anticipated in the normal course of business. This may
result in a separate charge to cover our expenses in resolving such matters;
provided that any legal expenses charged to the Client shall be reasonable.
In the event any Federal regulation and/or state or local law are enacted which
require ChaseMellon to make any technological improvements and/or modifications
to our current system, Client shall reimburse ChaseMellon, on a pro rata basis
proportionate to the Client's registered shareholder base, for the costs
associated with making such required technological improvements and/or
modifications.
Other Services. Fees for any services not specified, such as maintaining mail
lists, storing canceled certificates after the initial two year period,
escheating unclaimed property to the states, stock splits, exchanges, tenders,
solicitation mailings and coding of dividend reinvestment and ACH accounts,
etc., will be based on ChaseMellon's standard fees at the time of the request
or, if no standard fees have been established, an appraisal of the work to be
performed.
CHASEMELLON SHAREHOLDER SERVICES
LISTS/LABELS/ANALYSES
FEE SCHEDULE
LISTS
Per name listed .035
LABELS
Per label printed .035
ANALYSES
Per name passed on data base .01
Per name listed in report .035
(MINIMUM charge for each of the above services will be based on 1,000 names
listed or passed on data base or labels printed.)
OUT-OF-POCKET EXPENSES
Any expenses of this nature, which include but are not limited to telephone,
facsimile transmissions, postage, insurance, messenger, stationary, etc., will
be billed in addition to the above stated fees.
CHASEMELLON SHAREHOLDER SERVICES
MAILING SERVICES
FEE SCHEDULE
ADDRESSING
Addressing mailing medium (per name) .035
AFFIXING
Affixing labels (per label) .035
INSERTING
Inserting Enclosures (Machine)
1st Enclosure (per piece) .040
2nd Enclosure (per piece) .025
3rd Enclosure (per piece) .020
4th Enclosure (per piece) .015
Inserting Enclosures (Manual)
Charge will be determined based on analysis of work to be performed.
(MINIMUM charge for each of the above mailing services will be based on 1,000
names, labels or pieces.)
OUT-OF-POCKET EXPENSES
Any expenses of this nature, which include but are not limited to telephone,
facsimile transmissions, postage, insurance, messenger, stationary, etc., will
be billed in addition to the above stated fees.
