Boston
EquiServe
REGISTRAR,
TRANSFER AGENCY AND SERVICE AGREEMENT
BETWEEN
BEA STRATEGIC GLOBAL INCOME FUND, INC.
AND
BANKBOSTON, N.A.
TABLE OF CONTENTS
PAGE
Article 1. Terms of Appointment; Duties of the Bank....................................................1
Article 2. Fees and Expenses...........................................................................3
Article 3. Representations and Warranties of the Bank..................................................4
Article 4. Representations and Warranties of the Fund..................................................4
Article 5. Data Access and Proprietary Information.....................................................5
Article 6. Indemnification.............................................................................7
Article 7. Standard of Care............................................................................9
Article 8. Covenants of the Fund and the Bank.........................................................10
Article 9. Termination of Agreement...................................................................11
Article 10. Assignment.................................................................................11
Article 11. Amendment..................................................................................12
Article 12. Massachusetts Law to Apply.................................................................12
Article 13. Force Majeure..............................................................................12
Article 14. Consequential Damages......................................................................13
Article 15. Merger of Agreement........................................................................13
Article 16. Survival...................................................................................13
Article 17. Severability...............................................................................13
Article 18. Counterparts...............................................................................13
(i)
REGISTRAR, TRANSFER AGENCY AND SERVICE AGREEMENT
This Transfer Agency and Stock Transfer Services Agreement (the
"Agreement"), dated as of October 26, 1998, or upon commencement of services
described below as soon as is practical following October 26, 1998, is between
BEA Strategic Global Income Fund, Inc., a Maryland corporation (the "Fund") and
BankBoston, N.A. (the "Bank"), a national banking association.
WHEREAS, the Fund desires to appoint the Bank as its registrar, transfer
agent, dividend disbursing agent and agent in connection with certain other
activities and the Bank desires to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
ARTICLE 1.
TERMS OF APPOINTMENT; DUTIES OF THE BANK
1.01. Subject to the terms and conditions set forth in this
Agreement the Fund hereby employs and appoints the Bank to act as, and the Bank
agrees to act as registrar, transfer agent for the Funds authorized and issued
shares of its common stock ("Shares"), dividend disbursing agent and agent in
connection with any dividend reinvestment plan as set out in the prospectus of
the Fund, corresponding to the date of this Agreement.
1.02. The Bank agrees that it will perform the following
services:
(a) In accordance with procedures established from time to
time by agreement between the Fund and the Bank, the Bank shall:
(i) Issue and record the appropriate number of Shares
as authorized and hold such Shares in the appropriate
Shareholder account;
(ii) Effect transfers of Shares by the registered
owners thereof upon receipt of appropriate
documentation;
(iii) Prepare and transmit payments for dividends and
distributions declared by the Fund;
(iv) Act as agent for Shareholders pursuant to the
dividend reinvestment and cash purchase plan of the Fund
as amended from time to time;
(v) Issue replacement certificates for those
certificates alleged to have been lost, stolen or
destroyed upon receipt by the Bank of indemnification
satisfactory to the Bank and protecting the Bank and the
Fund, and the Bank at its option, may issue replacement
certificates in place of mutilated stock certificates
upon presentation thereof and without such indemnity.
(b) In addition to and neither in lieu nor in contravention
of the services set forth in the above paragraph (a), the Bank shall: (i)
perform all of the customary services of a registrar, transfer agent, dividend
disbursing agent and agent of the dividend reinvestment and cash purchase plan
as described in Article 1 consistent with those requirements in effect as of the
date of this Agreement. The detailed definition, frequency, limitations and
associated costs (if any) set out in the attached
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fee schedule, include but are not limited to: maintaining all Shareholder
accounts, preparing Shareholder meeting lists, mailing proxies, and mailing
Shareholder reports to current Shareholders, withholding taxes on U.S. resident
and non-resident alien accounts where applicable, preparing and filing U.S.
Treasury Department Forms 1099 and other appropriate forms required with respect
to dividends and distributions by federal authorities for all registered
Shareholders.
(c) The Bank shall provide additional services on behalf of
the Fund (i.e., escheatment services) which may be agreed upon in writing
between the Fund and the Bank.
ARTICLE 2.
FEES AND EXPENSES
2.01. For the performance by the Bank pursuant to this Agreement,
the Fund agrees to pay the Bank an annual maintenance fee as set out in the
initial fee schedule attached hereto. Such fees and out-of-pocket expenses and
advances identified under Section 2.02 below may be changed from time to time
subject to mutual written agreement between the Fund and the Bank.
2.02. In addition to the fee paid under Section 2.01 above, the Fund
agrees to reimburse the Bank for out-of-pocket expenses, including but not
limited to confirmation production, postage, forms, telephone, microfilm,
microfiche, tabulating proxies, records storage, or advances incurred by the
Bank for the items set out in the fee schedule attached hereto. In addition, any
other expenses incurred by the Bank at the request or with the consent of the
Fund, will be reimbursed by the Fund.
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2.03. The Fund agrees to pay all fees and reimbursable expenses
within five days following the receipt of the respective billing notice. Postage
and the cost of materials for mailing of dividends, proxies, Fund reports and
other mailings to all Shareholder accounts shall be advanced to the Bank by the
Fund at least seven (7) days prior to the mailing date of such materials.
ARTICLE 3.
REPRESENTATIONS AND WARRANTIES OF THE BANK
The Bank represents and warrants to the Fund that:
3.01. It is a trust company duly organized and existing and in good
standing under the laws of the Commonwealth of Massachusetts.
3.02. It is duly qualified to carry on its business in the
Commonwealth of Massachusetts.
3.03. It is empowered under applicable laws and by its Charter and
By-Laws to enter into and perform this Agreement.
3.04. All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement.
3.05. It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and obligations under
this Agreement.
ARTICLE 4.
REPRESENTATIONS AND WARRANTIES OF THE FUND
The Fund represents and warrants to the Bank that:
4.01. It is a corporation duly organized and existing and in good
standing under the laws of Maryland.
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4.02. It is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this Agreement.
4.03. All corporate proceedings required by said Articles of
Incorporation and By-Laws have been taken to authorize it to enter into and
perform this Agreement.
4.04. It is a closed-end, diversified investment company registered
under the Investment Company Act of 1940, as amended.
4.05. To the extent required by federal securities laws a
registration statement under the Securities Act of 1933, as amended is currently
or will be effective and appropriate state securities law filings have been made
with respect to all Shares of the Fund being offered for sale by the Fund;
information to the contrary will result in immediate notification to the Bank.
4.06. It shall make all required filings under federal and state
securities laws.
ARTICLE 5.
DATA ACCESS AND PROPRIETARY INFORMATION
5.01. The Fund acknowledges that the data bases, computer programs,
screen formats, report formats, interactive design techniques, and other
proprietary information furnished to the Fund by the Bank are provided solely in
connection with the services rendered under this Agreement and constitute
copyrighted trade secrets or proprietary information of substantial value to the
Bank. Such databases, programs, formats, designs and techniques are collectively
referred to below as "Proprietary
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Information." The Fund agrees that it shall treat all Proprietary information as
proprietary to the Bank and further agrees that it shall not divulge any
Proprietary Information to any person or organization except as expressly
permitted hereunder. The Fund agrees for itself and its employees and agents:
(a) to use such programs and databases (i) solely on the
Fund computers, or (i) solely from equipment at the locations agreed to between
the Fund and the Bank and (ii) in accordance with the Banks applicable user
documentation;
(b) to refrain from copying or duplicating in any way (other
than in the normal course of performing processing on the Funds' computers) any
part of any Proprietary Information;
(c) to refrain from obtaining unauthorized access to any
programs, data or other information not owned by the Fund, and if such access is
accidentally obtained, to respect and safeguard the same Proprietary
Information;
(d) to refrain from causing or allowing proprietary
information transmitted from the Banks computer to the Funds' terminal to be
retransmitted to any other computer terminal or other device except as expressly
permitted by the Bank, (such permission not to be unreasonably withheld);
(e) that the Fund shall have access only to those authorized
transactions as agreed to between the Fund and the Bank; and
(f) to honor reasonable written requests made by the Bank to
protect at the Bank's expense the rights of the Bank in
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Proprietary Information at common law and under applicable statues.
5.02. If the transactions available to the Fund include the ability
to originate electric instructions to the Bank in order to (i) effect the
transfer or movement of cash or Shares or (ii) transmit Shareholder information
or other information, then in such event the Bank shall be entitled to rely on
the validity and authenticity of such instruction without undertaking any
further inquiry as long as such instruction is undertaken in conformity with
security procedures established by the Bank from time to time.
ARTICLE 6.
INDEMNIFICATION
6.01. The Bank shall not be responsible for, and the Fund shall
indemnify and hold the Bank harmless from and against, any and all losses,
damages, costs, charges, counsel fees, payments, expenses and liability arising
out of or attributable to:
(a) All actions of the Bank or its agents or subcontractors
required to be taken pursuant to this Agreement, provided that such actions are
taken in good faith and without negligence or willful misconduct.
(b) The Fund's lack of good faith, negligence or willful
misconduct which arise out of the breach of any representation or warranty of
the Fund hereunder.
(c) The reliance on or use by the Bank or its agents or
subcontractors of information, records, documents or services which (i) are
received by the Bank or its agents or
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subcontractors, and (ii) have been prepared, maintained or performed by the Fund
or any other person or firm on behalf of the Fund including but not limited to
any previous transfer agent registrar.
(d) The reliance on, or the carrying out by the Bank or its
agents or subcontractors of any instructions or requests of the Fund.
(e) The offer or sale of Shares in violation of any federal
or state securities laws requiring that such shares be registered or in
violation of any stop order or other determination or ruling by any federal or
state agency with respect to the offer or sale of such Shares; and
6.02. At any time the Bank may apply to any officer of the Fund for
instructions, and may consult with legal counsel with respect to any matter
arising in connection with the services to be performed by the Bank under this
Agreement, and the Bank and its agents or subcontractors shall not be liable and
shall be indemnified by the Fund for any action taken or omitted by it in
reliance upon such instructions or upon the opinion of such counsel. The Bank,
its agents and subcontractors shall be protected and indemnified in acting upon
any paper or document furnished by or on behalf of the Fund, reasonably believed
to be genuine and to have been signed by the proper person or persons, or upon
any instruction, information, data, records or documents provided the Bank or
its agents or subcontractors by telephone, in person, machine readable input,
telex, CRT data entry or other similar means authorized by the Fund, and shall
not be held to
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have notice of any change of authority of any person, until receipt of written
notice thereof from the Fund. The Bank, its agents and subcontractors shall also
be protected and indemnified in recognizing stock certificates which are
reasonably believed to bear the proper manual or facsimile signatures of the
officers of the Fund, and the proper countersignature of any former transfer
agent or former registrar, or of a co-transfer agent or co-registrar.
6.03. In order that the indemnification provisions contained in this
Article 6 shall apply, upon the assertion of a claim for which the Fund may be
required to indemnify the Bank, the Bank shall promptly notify the Fund of such
assertion, and shall keep the Fund advised with respect to all developments
concerning such claim. The Fund shall have the option to participate with the
Bank in the defense of such claim or to defend against said claim in its own
name or in the name of the Bank. The Bank shall in no case confess any claim or
make any compromise in any case in which the Fund may be required to indemnify
the Bank except with the Fund's prior written consent.
ARTICLE 7.
STANDARD OF CARE
7.01. The Bank shall at all times act in good faith and agrees to
use its best efforts within reasonable limits to insure the accuracy of all
services performed under this Agreement, but assumes no responsibility and shall
not be liable for loss or damage due to errors unless said errors are caused by
its negligence, bad faith, or willful misconduct of that of its employees.
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ARTICLE 8.
COVENANTS OF THE FUND AND THE BANK
8.01. The Fund shall promptly furnish to the Bank the following:
(a) A certified copy of the resolution of the Board of
Directors of the Fund authorizing the appointment of the Bank and the execution
and delivery of this Agreement.
(b) A copy of the Articles of Incorporation and By-Laws of
the Fund and all amendments thereto.
8.02. The Bank hereby agrees to establish and maintain facilities
and Procedures reasonably acceptable to the Fund for safekeeping of stock
certificates, check forms and facsimile signature imprinting devices, if any;
and for the preparation or use, and for keeping account of, such certificates,
forms and devices.
8.03. The Bank shall keep records relating to the services to be
performed hereunder, in the form and manner as it may deem advisable. To the
extent required by Section 31 of the Investment Company Act of 1940, as amended,
and the Rules thereunder, the Bank agrees that all such records prepared or
maintained by the Bank relating to the services to be performed by the Bank
hereunder are the property of the Fund and will be preserved, maintained and
made available in accordance with such Section and Rules, and will be
surrendered promptly to the Fund on and in accordance with its request.
8.04. The Bank and the Fund agree that all books, records,
information and data pertaining to the business of the other party which are
exchanged or received pursuant to the
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negotiation or the carrying out of this Agreement shall remain confidential, and
shall not be voluntarily disclosed to any other person, except as may be
required by law.
8.05. In cases of any requests or demands for the inspection of the
Shareholder records of the Fund, the Bank will endeavor to notify the Fund and
to secure instructions from an authorized officer of the Fund as to such
inspection. The Bank reserves the right, however, to exhibit the Shareholder
records to any person whenever it is advised by its counsel that it may be held
liable for the failure to exhibit the Shareholder records to such person.
ARTICLE 9.
TERMINATION OF AGREEMENT
9.01. This Agreement may be terminated by either party upon ninety
(90) days written notice to the other.
9.02. Should the Fund exercise its right to terminate, all
out-of-pocket expenses associated with the movement of records and material will
be borne by the Fund. Additionally, the Bank reserves the right to charge for
any other reasonable expenses associated with such termination and/or a charge
equivalent to the average of three (3) month's fees.
ARTICLE 10.
ASSIGNMENT
10.01. Except as provided in Section 10.03 below, neither this
Agreement nor any rights or obligations hereunder may be assigned by either
party without the written consent of the other party.
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10.02. This Agreement shall inure to the benefit of and be binding
upon the parties and their respective permitted successors and assigns.
10.03. The Bank may, without further consent on the part of the Fund,
subcontract for the performance hereof with (i) Boston EquiServe Limited
Partnership, a Delaware limited partnership ("Boston EquiServe"), which is duly
registered as a transfer agent pursuant to Section 17A(c)(2) of the Securities
Exchange Act of 1934 ("Section 17A(c)(2)"), or (ii) a Boston EquiServe affiliate
duly registered as a transfer agent pursuant to Section 17A(c)(2), provided,
however, that the Bank shall be as fully responsible to the Fund for the acts
and omissions of any subcontractor as it is for its own acts and omissions.
ARTICLE 11.
AMENDMENT
11.01. This Agreement may be amended or modified by a written
agreement executed by both parties and authorized or approved by a resolution of
the Board of Directors of the Fund.
ARTICLE 12.
MASSACHUSETTS LAW TO APPLY
12.01. This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of The Commonwealth of
Massachusetts.
ARTICLE 13.
FORCE MAJEURE
13.01. In the event either party is unable to perform its obligations
under the terms of this Agreement because of acts of God, strikes, equipment or
transmission failure or damage reasonably beyond its control, or other causes
reasonably beyond
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its control, such party shall not be liable for damages to the other for any
damages resulting from such failure to perform or otherwise from such causes.
ARTICLE 14.
CONSEQUENTIAL DAMAGES
14.01. Neither party to this Agreement shall be liable to the other
party for consequential damages under any provision of this Agreement or for any
consequential damages arising out of any act or failure to act hereunder.
ARTICLE 15.
MERGER OF AGREEMENT
15.01. This Agreement constitutes the entire agreement between the
parties hereto and supersedes any prior agreement with respect to the subject
hereof whether oral or written.
ARTICLE 16.
SURVIVAL
16.01. All provisions regarding indemnification, warranty, liability
and limits thereon, and confidentiality and/or protection of proprietary rights
and trade secrets shall survive the termination of this Agreement.
ARTICLE 17.
SEVERABILITY
17.01. If any provision or provisions of this Agreement shall be held
to be invalid, unlawful, or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired.
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ARTICLE 18.
COUNTERPARTS
18.01. This Agreement may be executed by the parties hereto on any
number of counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed in their names and on their behalf by and through their duly
authorized officers, as of the day and year first above written.
BEA STRATEGIC GLOBAL INCOME FUND, INC.
BY: /s/ Xxxxxxx X. Xxxxxxxxx
----------------------------------
Xxxxxxx X. Xxxxxxxxx
Secretary
BANKBOSTON, N.A.
BY: /s/ Xxxxxx X. Xxxxx
----------------------------------
Xxxxxx X. Xxxxx
Vice President
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FEE AND SERVICE SCHEDULE
FOR
BEA STRATEGIC GLOBAL INCOME FUND, INC.
================================================================================
STANDARD TRANSFER AGENT AND REGISTRAR FEES AND SERVICES
TERM
The term of this Fee and Service Schedule shall be for a period of three (3)
years, commencing from October 26, 1998, the effective date of this Fee and
Service Schedule (the "Initial Term").
After the Initial Term, this Fee and Service Schedule shall be self renewing,
and providing that the service mix and volumes remain constant, the fees listed
below shall be increased by the accumulated change in the National Employment
Cost Index for Service Producing Industries (Finance, Insurance, Real Estate)
for the preceding years of the contract, as published by the Bureau of Labor
Statistics of the United States Department of Labor. Fees will be increased on
this basis on each successive contract anniversary thereafter.
Notwithstanding the paragraphs above, the fees and services may be changed from
time to time as agreed upon in writing by both parties.
FEES AND SERVICES
TRANSFER AGENT AND REGISTRAR FEE
$1,500.00 Per Month - Includes the standard Transfer Agent and Registrar
services as stated in the following sections:
ADMINISTRATIVE SERVICES
- Annual administrative services as Transfer Agent and Registrar
- Assignment of Account Administrator
- Remote inquiry access to Fund records via PC or terminal with
telecommunication software
ACCOUNT MAINTENANCE
- Maintaining up to 2,500 record shareholder accounts per year,
additional shareholder accounts to be billed at $7.00 each per year,
to include the following services:
- Processing of new shareholder accounts
- Posting and acknowledging address changes
- Processing other routine file maintenance adjustments
- Posting all transactions, including debit and credit certificates
to the stockholder file
Page 1
FEE AND SERVICE SCHEDULE
FOR
BEA STRATEGIC GLOBAL INCOME FUND, INC.
================================================================================
- Researching and responding to all registered shareholder
inquiries, telephone inquiries via toll-free number (line usage
charges billed as incurred)
- Confirmations of purchases and sales of shares of the Fund
- Maintaining shareholder mailing database
CERTIFICATE ISSUANCE
- Issuance, cancellation and registration of certificates to include the
following services:
- Production and mailing of daily transfer reports
- Processing of all legal transfers including New York window and
mail items
- Combining certificates into large and/or smaller denominations
- Processing Indemnity Bonds
- Replacing lost certificates
- Placing, maintaining and removing stop-transfer notations
ANNUAL MEETING SERVICES
- Preparing a full stockholder list as of the Annual Meeting Record Date
- Printing and addressing proxy cards for all registered shareholders
- Enclosing and mailing proxy card, proxy statement, return envelope and
Annual Report to all registered shareholders
- Receiving, opening and examining returned proxies
- Writing in connection with unsigned or improperly executed proxies
- Tabulating returned proxies; up to five (5) proposals, additional
billed at $0.03 per proposal per shareholder
- Provide on-line access to proxy vote status
- Attending Annual Meeting as Inspector of Election (Travel expenses
billed as incurred)
- Preparing a final Annual Meeting List reflecting how each account has
voted on each proposal
- Interfacing with outside proxy solicitor
MAILING AND REPORTING SERVICES
- Addressing, enclosing and mailing to registered shareholders
company-provided Semi-Annual Reports, 2 times per annum
- Preparing eight (8) standard reports at the company's discretion per
annum
Page 2
FEE AND SERVICE SCHEDULE
FOR
BEA STRATEGIC GLOBAL INCOME FUND, INC.
================================================================================
- Prepare and mail account statements to shareholders, twelve times per
annum,
- Coding "multiple" accounts at a single household to suppress duplicate
mailings of reports.
ABANDONED PROPERTY REPORTING SERVICES
- Preparing Abandoned Property Reports, one (1) per annum to all 50
states
- Preparing a set of labels, one (1) per annum to perform Due Diligence
mailing
DIVIDEND SERVICES
As Dividend Disbursing Agent and Paying Agent (checks to be drawn on BankBoston,
N.A. and funding must be received via Federal Funds Wire or BankBoston Demand
Deposit Account debit on the mail date), BankBoston will perform the following
dividend related services:
- Preparing and mailing monthly dividends (check includes address change
feature) with an additional enclosure with each dividend check
- Preparing a hardcopy dividend list as of each dividend record date
- Preparing and filing Federal Information Returns (Form 1099) of dividends
paid in a year and mailing a statement to each stockholder
- Preparing and filing State Information Returns of dividends paid in a year
to stockholders resident within such state
- Preparing and filing annual withholding return (Form 1042) and payments to
the government of income taxes withheld from Non-Resident Aliens
- Replacing lost dividend checks
- Providing photocopies of canceled checks when requested
- Reconciling paid and outstanding checks
- Coding "undeliverable" accounts to suppress mailing dividend checks to
same, per SEC regulations
- Processing and recordkeeping of accumulated
uncashed dividends
- Furnishing requested dividend information to stockholders
- Performing the duties as required by the Interest and Dividend Tax
Compliance Act of 1983
- Direct deposit of dividends via ACH
DIVIDEND REINVESTMENT SERVICES
- Monthly Reinvestment and/or cash investment transactions of Dividend
Reinvestment Plan (DRP) participant accounts
Page 3
FEE AND SERVICE SCHEDULE
FOR
BEA STRATEGIC GLOBAL INCOME FUND, INC.
================================================================================
- Preparing and mailing a monthly dividend reinvestment detailed statement
with an additional enclosure to each DRP participant
- Preparing and mailing a monthly cash investment detailed statement with an
additional enclosure to each DRP participant
- Maintaining DRP accounts and establishing new participant accounts
- Processing termination/sale requests
- Processing withdrawal requests
- Supplying summary reports for each reinvestment/investment to Company
- Certificate safekeeping
- Handling shareholder inquiries concerning the DRP
- Preparing and mailing Form 1099, Form 1042, and Form 1099B to
participants and related filings with the IRS
- Preparing a Dividend
Reinvestment Journal, 12 per annum
ITEMS NOT COVERED
ADDITIONAL SERVICES
Items not included in the fees and services set forth in this Fee and Service
Schedule including, but not limited to, services associated with the payment of
a stock dividend, stock split, corporate reorganization, or any services
associated with a special project are to be billed separately, on an appraisal
basis.
Services required by legislation or regulatory fiat which become effective after
the date of acceptance of this Fee and Service Schedule shall not be a part of
the Standard Services and shall be billed by appraisal. All additional services
not specifically covered under this Fee and Service Schedule will be billed by
appraisal, as applicable.
OUT OF POCKET EXPENSES
All direct out-of-pocket expenses will be billed as incurred. A list of
applicable out-of-pocket expenses is attached as Exhibit A.
ACCEPTANCE
In witness whereof, the parties hereto have caused this Fee and Service Schedule
to be executed by their respective officers, hereunto duly agreed and
authorized, as of the effective date of this Fee and Service Schedule.
Page 4
FEE AND SERVICE SCHEDULE
FOR
BEA STRATEGIC GLOBAL INCOME FUND, INC.
================================================================================
Submitted by BankBoston, N.A. Accepted by BEA Strategic Global
Income Fund, Inc.
By: /s/ (illegible) By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------------- -------------------------------
Title: Vice President Title: Secretary
---------------------------- ---------------------------
Date: 8/26/98 Date: 11/9/98
---------------------------- ---------------------------
THIS FEE AND SERVICE SCHEDULE SHALL SERVE AS AN ATTACHMENT TO A TRANSFER AGENCY
AND STOCK TRANSFER SERVICES AGREEMENT TO BE AGREED UPON BY THE PARTIES.
Page 5
FEE AND SERVICE SCHEDULE
FOR
BEA STRATEGIC GLOBAL INCOME FUND, INC.
================================================================================
EXHIBIT A
OUT OF POCKET EXPENSES
Out of pocket expenses associated with, but not limited to, the following are
not included in the fees quoted in this Fee and Service Schedule and are
billable as incurred.
POSTAGE (Outgoing and Business Reply)
ENVELOPES
LABELS
FORMS AND STATIONERY
INSURANCE PREMIUMS (Mailing certificates)
DELIVERY AND FREIGHT CHARGES (including overnight delivery; Airborne Express,
FedEx, etc.)
TYPESETTING (proxy cards, dividend reinvestment enrollment cards, due diligence
mailings, ACH enrollment cards, etc.)
PRINTING (proxy cards, dividend reinvestment cards, etc.)
DESTRUCTION OF EXCESS/OBSOLETE MATERIAL
DTC TRADE TRANSACTIONS EXPENSES (Treasury buybacks, DR trades, etc.)
CUSTODY SETTLEMENT CHARGES
TOLL FREE TELEPHONE USAGE AND LINE EXPENSES
PLEASE NOTE:
Other out of pocket expenses could be incurred depending on the services
utilized.
Good funds to cover postage expenses in excess of $5,000 for shareholder
mailings must be received in full by 12:00 p.m. Eastern Time on the scheduled
mailing date. Postage expenses less than $5,000 will be billed as incurred.
SKU numbers are required on all material received for mailing. A special
handling fee of $10.00 per box will be assessed for all material not marked with
a SKU number. Such material includes, but is not limited to: proxy statements,
annual and quarterly reports, dividend enclosures and news releases. Overtime
charges will be assessed in the event of late delivery of material for mailings
to shareholders unless the mail date is rescheduled.
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