SERVICE AGREEMENT
THIS AGREEMENT made as of the 14th day of June, 1995, between
XXXXXXXXX RUSSIA FUND, INC., a corporation organized under the laws of the State
of Maryland (hereinafter called "Company"), and Chemical Mellon Shareholder
Services, a corporation organized under the laws of the State of New Jersey,
with its principal office at 00 Xxxxxxxxxx Xxxx, Xxxxxxxx Xxxxxx, Xxxxxxxxxx
Xxxx, Xxx Xxxxxx, (hereinafter called "CMSS").
WITNESSETH:
NOW THEREFORE, in consideration of the mutual covenants herein set
forth, the Company and CMSS agree as follows:
1. CMSS will be named Transfer Agent, Registrar and Dividend Disbursement
Agent for the Company.
2. All indemnities contained in the resolution of the Board of Directors of
the Company by which CMSS is appointed as Transfer Agent, Registrar and Dividend
Disbursement Agent for the Company shall remain in full force and effect.
3. Attached to this Agreement and designated as "Schedule A" is a listing
of the services which CMSS agrees to provide to the Company.
4. It is agreed that CMSS will be compensated for its services to the
Company pursuant to this Agreement in accordance with the provisions of the Fee
Schedule which is attached hereto and designated as "SCHEDULE B".
5. It is agreed between CMSS and the Company that the term of this
Agreement shall be for a period of one year commencing on the date of the
execution of this Agreement by both CMSS and the Company.
6. It is understood that CMSS's fee will not be increased during the period
of this Agreement, provided however, that at the end of the initial (12) months
period of this Agreement and at the end of any subsequent (12) month period,
such fees shall be adjusted by the annual percentage of change in the average
hourly earnings of all office clerical workers (all industries) as last reported
by the Bureau of Labor Statistics of the United States Department of Labor. In
the event there is an increase in the cost of performance of the services due to
changes in applicable regulations of any regulatory agencies, the amount of such
cost shall be paid by the Company. It is further provided that Mellon shall
comply with all applicable laws and regulations relating to pricing and
responsibilities which may then be in effect.
7. These fees do not include out-of-pocket expenses such as stationery,
postage, forms or counsel fees, if any, nor services related to special work,
such as stock dividends, mergers, tenders, acquisitions or other services not
presently being performed by CMSS as requested or authorized by the Company.
8. It is agreed that CMSS will xxxx the Company monthly for fees and costs,
expenses and disbursements, and that payment will be made by the Company within
30 days of the date of the xxxx.
9. This Agreement may not be terminated prior to the expiration for any
reason except for unacceptable service performance by CMSS, or the non-payment
by the Company of CMSS's bills within a period o the time deemed reasonable by
CMSS. Unacceptable service performance shall mean noncompliance it the then
current generally accepted service standards of the securities transfer
industry.
10. This Agreement may not be amended or modified in any manner except by a
written agreement by both CMSS and the Company with the same formality as this
Agreement.
11. During the last ninety days of this Agreement either CMSS or the
Company may
be thirty days written notice to the other request that the terms herein be
renegotiated or the Agreement terminated. In the absence of such written
notification by either party to the other during such ninety day period, this
Agreement will automatically continue for an additional one year period and
subsequent one year periods thereafter under the same conditions.
12. This Agreement shall be governed by and construed, and interpreted in
accordance with the laws of the State of New Jersey.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement by their duly authorized officers as of
the day and year first above written.
CHEMICAL MELLON SHAREHOLDER SERVICES
ATTEST:/s/XXXXX XXXXXXXXX BY:/s/XXXX XXXXXX
----------------------- -----------------------------------
TITLE: ACCOUNT OFFICER XXXX XXXXXX
VICE PRESIDENT
XXXXXXXXX RUSSIA FUND, INC.
ATTEST:/S/W BY:/s/XXXXXX X. XXXXXXX
------------------------ ----------------------------------
TITLE: COUNSEL TITLE: SECRETARY
XXXXXXXXX RUSSIA FUND, INC.
"SCHEDULE A"
TRANSFER AGENT AND REGISTRATION SERVICES
o Issuance and cancellation of certificates
o Checking of stop transfer notations
o Processing of legal transfers
o Issuance of shares upon exercise of stock options
o Replacing lost or stolen certification
o Preparing and mailing of daily transfer sheets, including a Management
Summary Journal
o Processing of transfers for Depository Trust Company on FAST System (book
credit entries)
o Controlling supply of unissued certificates
o Filing of cancelled certificates and subsequent shipping to you
o Countersigning and recording of certificates as Registrar
SHAREHOLDER RECORDS
o Maintain current account file/open new accounts
o Obtaining and maintaining taxpayer I.D. numbers pursuant to IDTCA rules and
regulations
o Posting of debits and credits including out-of-town transfers, if applicable
o Set-up, maintenance, placing and releasing of stop transfer notations
o Processing changes of address/confirm to shareholder
o Processing dividend payment orders (if appropriate)
o Shareholder correspondence including replacement of checks and communications
with the brokerage community
o Purge closed accounts annually and maintain on microfiche
o Notification of activity of certain stop transfer accounts (i.e. optionee and
participants of restricted awards)
o Code accounts with "bad addresses" to suppress future mailings
o Annual mailings of W-9 and W-8 forms to appropriate holders
ANNUAL MEETING SERVICES ARE INCLUDED IN OUR "PER SHAREHOLDER" FEE AS FOLLOWS:
o Mail Broker Dual Post Card to Broker/Nominee File or provide labels to conduct
search for number of sets proxy materials required
o Furnish a certified list of shareholders promptly after the record date
o Prepare and mail proxy cards Annual Reports and Meeting notices to holders
o Tabulate proxies, provide daily reports and deliver proxies to company
o Prepare complete voted list for Meeting and periodic voted/unvoted listings
as required
o Provide Inspectors of Election, as needed, at meeting
XXXXXXXXX RUSSIA AND EAST EUROPEAN FUND, INC.
SCHEDULE B
PER SHAREHOLDER SERVICE FEE ANNUAL MONTHLY
-------------------------------------------------------------------------------
$6.84 $0.5698164
CERTIFICATE ISSUANCE RATE $2.1147824
PER SHAREHOLDER FEE COVERS 2 DIVIDEND PAYMENTS YEARLY
MINIMUM ANNUAL FEE - $7049.27
(SHOULD SERVICES NOT REACH THIS AMOUNT)
DIVIDEND REINVESTMENT
-----------------------
PER STATEMENT MAILED $2.1147824
PER LIQUIDATION & TERMINATION $15.00
THE ABOVE CHARGES ARE EXCLUSIVE OF OUT-OF-POCKET EXPENSES FOR POSTAGE,
INSURANCE, STATIONERY, ETC. ADDITIONAL SERVICES REQUIRED OTHER THAN APPEARING ON
"SCHEDULE A" WILL BE CHARGED ACCORDING TO THE BASIC CURRENT FEE SCHEDULE.
