STOCK TRANSFER AGENCY AGREEMENT
AGREEMENT, made as of May ___, 2004, by and between Advent Claymore
Global Total Return Fund, a statutory trust organized and existing under the
laws of the State of Delaware (hereinafter referred to as the "Customer"), and
THE BANK OF NEW YORK, a New York trust company (hereinafter referred to as the
"Bank").
W I T N E S S E T H:
That for and in consideration of the mutual promises hereinafter set forth,
the parties hereto covenant and agree as follows:
ARTICLE I.
DEFINITIONS
-----------
Whenever used in this Agreement, the following words and phrases
shall have the following meanings:
1. "Business Day" shall be deemed to be each day on which the Bank is
open for business.
2. "Certificate" shall mean any notice, instruction, or other
instrument in writing, authorized or required by this Agreement to be given to
the Bank by the Customer which is signed by any Officer, as hereinafter
defined, and actually received by the Bank.
3. "Officer" shall be deemed to be the Customer's Chief Executive
Officer, President, any Vice President, the Secretary, the Treasurer, the
Controller, any Assistant Treasurer, and any Assistant Secretary duly
authorized by the Board of Directors of the Customer to execute any
Certificate, instruction, notice or other instrument on behalf of the Customer
and named in a Certificate, as such Certificate may be amended from time to
time.
4. "Shares" shall mean all or any part of each class of the shares of
capital stock of the Customer which from time to time are authorized and/or
issued by the Customer and identified in a Certificate of the Secretary of the
Customer under corporate seal, as such Certificate may be amended from time to
time, with respect to which the Bank is to act hereunder.
ARTICLE II.
APPOINTMENT OF BANK
-------------------
1. The Customer hereby constitutes and appoints the Bank as its agent
to perform the services described herein and as more particularly described in
Schedule I attached hereto (the "Services"), and the Bank hereby accepts
appointment as such agent and agrees to perform the Services in accordance
with the terms hereinafter set forth.
2. In connection with such appointment, the Customer shall deliver
the following documents to the Bank:
(a) A certified copy of the Certificate of Incorporation or
other document evidencing the Customer's form of organization (the "Charter")
and all amendments thereto;
(b) A certified copy of the By-Laws of the Customer;
(c) A certified copy of a resolution of the Board of Directors
of the Customer appointing the Bank to perform the Services and authorizing
the execution and delivery of this Agreement;
(d) A Certificate signed by the Secretary of the Customer
specifying: the number of authorized Shares, the number of such authorized
Shares issued and currently outstanding, and the names and specimen signatures
of all persons duly authorized by the Board of Directors of the Customer to
execute any Certificate on behalf of the Customer, as such Certificate may be
amended from time to time;
(e) A Specimen Share certificate for each class of Shares in the
form approved by the Board of Directors of the Customer, together with a
Certificate signed by the Secretary of the Customer as to such approval and
covenanting to supply a new such Certificate and specimen whenever such form
shall change;
(f) An executed copy of the opinion of counsel for the Customer
delivered to Customer's underwriter with respect to the offering of Shares, it
being agreed that such opinion need not be addressed to the Bank nor subject
to any reliance letter addressed to the Bank; and
(g) A list of the name, address, social security or taxpayer
identification number of each Shareholder, number of Shares owned, certificate
numbers, and whether any "stops" have been placed.
3. The Customer shall furnish the Bank with a sufficient supply of
blank Share certificates and from time to time will renew such supply upon
request of the Bank. Such blank Share certificates shall be properly signed,
by facsimile or otherwise, by Officers of the Customer authorized by law or by
the By-Laws to sign Share certificates, and, if required, shall bear the
corporate seal or a facsimile thereof.
ARTICLE III.
AUTHORIZATION AND ISSUANCE OF SHARES
------------------------------------
1. The Customer shall deliver to the Bank the following documents on
or before the effective date of any increase, decrease or other change in the
total number of Shares authorized to be issued:
(a) A certified copy of the amendment to the Charter giving
effect to such increase, decrease or change;
(b) An executed copy of the opinion of counsel for the Customer
delivered to Customer's underwriter with respect to the offering of Shares, it
being agreed that such opinion need not be addressed to the Bank nor subject
to any reliance letter addressed to the Bank; and
(c) In the case of an increase, if the appointment of the Bank
was theretofore expressly limited, a certified copy of a resolution of the
Board of Directors of the Customer increasing the authority of the Bank.
2. Prior to the issuance of any additional Shares pursuant to stock
dividends, stock splits or otherwise, and prior to any reduction in the number
of Shares outstanding, the Customer shall deliver the following documents to
the Bank:
(a) A certified copy of the resolutions adopted by the Board of
Directors and/or the shareholders of the Customer authorizing such issuance of
additional Shares of the Customer or such reduction, as the case may be; and
(b) A certified copy of the order or consent of each
governmental or regulatory authority required by law as a prerequisite to the
issuance or reduction of such Shares, as the case may be.
ARTICLE IV.
RECAPITALIZATION OR CAPITAL ADJUSTMENT
--------------------------------------
1. In the case of any negative stock split, recapitalization or other
capital adjustment requiring a change in the form of Share certificates, the
Bank will issue Share certificates in the new form in exchange for, or upon
transfer of, outstanding Share certificates in the old form, upon receiving:
(a) A Certificate authorizing the issuance of Share certificates
in the new form;
(b) A certified copy of any amendment to the Charter with
respect to the change;
(c) Specimen Share certificates for each class of Shares in the
new form approved by the Board of Directors of the Customer, with a
Certificate signed by the Secretary of the Customer as to such approval; and
(d) A certified copy of the order or consent of each
governmental or regulatory authority required by law as a prerequisite to the
issuance of the Shares in the new form.
2. The Customer shall furnish the Bank with a sufficient supply of
blank Share certificates in the new form, and from time to time will replenish
such supply upon the request of the Bank. Such blank Share certificates shall
be properly signed, by facsimile or otherwise, by Officers of the Customer
authorized by law or by the By-Laws to sign Share certificates and, if
required, shall bear the corporate seal or a facsimile thereof.
ARTICLE V.
ISSUANCE AND TRANSFER OF SHARES
-------------------------------
1. The Bank will issue Share certificates upon receipt of a
Certificate from an Officer, but shall not be required to issue Share
certificates after it has received from an appropriate federal or state
authority written notification that the sale of Shares has been suspended or
discontinued, and the Bank shall be entitled to rely upon such written
notification. The Bank shall not be responsible for the payment of any
original issue or other taxes required to be paid by the Customer in
connection with the issuance of any Shares.
2. Shares will be transferred upon presentation to the Bank of Share
certificates in form deemed by the Bank properly endorsed for transfer,
accompanied by such documents as the Bank deems necessary to evidence the
authority of the person making such transfer, and bearing satisfactory
evidence of the payment of applicable stock transfer taxes. In the case of
small estates where no administration is contemplated, the Bank may, when
furnished with an appropriate surety bond, and without further approval of the
Customer, transfer Shares registered in the name of the decedent where the
current market value of the Shares being transferred does not exceed such
amount as may from time to time be prescribed by the various states. The Bank
reserves the right to refuse to transfer Shares until it is satisfied that the
endorsements on Share certificates are valid and genuine, and for that purpose
it may require, unless otherwise instructed by an Officer of the Customer, a
guaranty of signature by an "eligible guarantor institution" meeting the
requirements of the Bank, which requirements include membership or
participation in STAMP or such other "signature guarantee program" as may be
determined by the Bank in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended. The Bank also
reserves the right to refuse to transfer Shares until it is satisfied that the
requested transfer is legally authorized, and it shall incur no liability for
the refusal in good faith to make transfers which the Bank, in its judgment,
deems improper or unauthorized, or until it is satisfied that there is no
basis to any claims adverse to such transfer. The Bank may, in effecting
transfers of Shares, rely upon those provisions of the Uniform Act for the
Simplification of Fiduciary Security Transfers or the Uniform Commercial Code,
as the same may be amended from time to time, applicable to the transfer of
securities, and the Customer shall indemnify the Bank for any act done or
omitted by it in good faith in reliance upon such laws.
3. All certificates representing Shares that are subject to
restrictions on transfer (e.g., securities acquired pursuant to an investment
representation, securities held by controlling persons, securities subject to
stockholders' agreement, etc.), shall be stamped with a legend describing the
extent and conditions of the restrictions or referring to the source of such
restrictions. The Bank assumes no responsibility with respect to the transfer
of restricted securities where counsel for the Customer advises that such
transfer may be properly effected.
ARTICLE VI.
DIVIDENDS AND DISTRIBUTIONS
---------------------------
1. The Customer shall furnish to the Bank a copy of a resolution of
its Board of Directors, certified by the Secretary or any Assistant Secretary,
either (i) setting forth the date of the declaration of a dividend or
distribution, the date of accrual or payment, as the case may be, the record
date as of which shareholders entitled to payment, or accrual, as the case may
be, shall be determined, the amount per Share of such dividend or
distribution, the payment date on which all previously accrued and unpaid
dividends are to be paid, and the total amount, if any, payable to the Bank on
such payment date, or (ii) authorizing the declaration of dividends and
distributions on a periodic basis and authorizing the Bank to rely on a
Certificate setting forth the information described in subsection (i) of this
paragraph.
2. Prior to the payment date specified in such Certificate or
resolution, as the case may be, the Customer shall, in the case of a cash
dividend or distribution, pay to the Bank an amount of cash, sufficient for
the Bank to make the payment, specified in such Certificate or resolution, to
the shareholders of record as of such payment date. The Bank will, upon
receipt of any such cash, (i) in the case of shareholders who are participants
in a dividend reinvestment and/or cash purchase plan of the Customer, reinvest
such cash dividends or distributions in accordance with the terms of such
plan, and (ii) in the case of shareholders who are not participants in any
such plan, make payment of such cash dividends or distributions to the
shareholders of record as of the record date by mailing a check, payable to
the registered shareholder, to the address of record or dividend mailing
address. The Bank shall not be liable for any improper payment made in
accordance with a Certificate or resolution described in the preceding
paragraph. If the Bank shall not receive sufficient cash prior to the payment
date to make payments of any cash dividend or distribution pursuant to
subsections (i) and (ii) above to all shareholders of the Customer as of the
record date, the Bank shall, upon notifying the Customer, withhold payment to
all shareholders of the Customer as of the record date until sufficient cash
is provided to the Bank.
3. It is understood that the Bank shall in no way be responsible for
the determination of the rate or form of dividends or distributions due to the
shareholders.
4. It is understood that the Bank shall file such appropriate
information returns concerning the payment of dividends and distributions with
the proper federal, state and local authorities as are required by law to be
filed by the Customer but shall in no way be responsible for the collection or
withholding of taxes due on such dividends or distributions due to
shareholders, except and only to the extent required of it by applicable law.
ARTICLE VII.
CONCERNING THE CUSTOMER
-----------------------
1. The Customer shall promptly deliver to the Bank written notice of
any change in the Officers authorized to sign Share certificates,
Certificates, notifications or requests, together with a specimen signature of
each new Officer. In the event any Officer who shall have signed manually or
whose facsimile signature shall have been affixed to blank Share certificates
shall die, resign or be removed prior to issuance of such Share certificates,
the Bank may issue such Share certificates as the Share certificates of the
Customer notwithstanding such death, resignation or removal, and the Customer
shall promptly deliver to the Bank such approvals, adoptions or ratifications
as may be required by law.
2. Each copy of the Charter of the Customer and copies of all
amendments thereto shall be certified by the Secretary of State (or other
appropriate official) of the state of incorporation, and if such Charter
and/or amendments are required by law also to be filed with a county or other
officer or official body, a certificate of such filing shall be filed with a
certified copy submitted to the Bank. Each copy of the By-Laws and copies of
all amendments thereto, and copies of resolutions of the Board of Directors of
the Customer, shall be certified by the Secretary or an Assistant Secretary of
the Customer under the corporate seal.
3. Customer hereby represents and warrants:
(a) It is a statutory trust duly organized and validly existing
under the laws of Delaware.
(b) This Agreement has been duly authorized, executed and
delivered on its behalf and constitutes the legal, valid and binding
obligation of Customer. The execution, delivery and performance of this
Agreement by Customer do not and will not violate any applicable law or
regulation and do not require the consent of any governmental or other
regulatory body except for such consents and approvals as have been obtained
and are in full force and effect.
ARTICLE VIII.
CONCERNING THE BANK
-------------------
1. The Bank shall not be liable and shall be fully protected in
acting upon any writing or document reasonably believed by it to be genuine
and to have been given, signed or made by the proper person or persons and
shall not be held to have any notice of any change of authority of any person
until receipt of written notice thereof from an Officer of the Customer. It
shall also be protected in processing Share certificates which it reasonably
believes to bear the proper manual or facsimile signatures of the duly
authorized Officer or Officers of the Customer and the proper countersignature
of the Bank.
2. The Bank may establish such additional procedures, rules and
regulations governing the transfer or registration of Share certificates as it
may deem advisable and consistent with such rules and regulations generally
adopted by bank transfer agents.
3. The Bank may keep such records as it deems advisable but not
inconsistent with resolutions adopted by the Board of Directors of the
Customer. The Bank may deliver to the Customer from time to time at its
discretion, for safekeeping or disposition by the Customer in accordance with
law, such records, papers, Share certificates which have been cancelled in
transfer or exchange and other documents accumulated in the execution of its
duties hereunder as the Bank may deem expedient, other than those which the
Bank is itself required to maintain pursuant to applicable laws and
regulations, and the Customer shall assume all responsibility for any failure
thereafter to produce any record, paper, cancelled Share certificate or other
document so returned, if and when required. The records maintained by the Bank
pursuant to this paragraph which have not been previously delivered to the
Customer pursuant to the foregoing provisions of this paragraph shall be
considered to be the property of the Customer, shall be made available upon
request for inspection by the Officers, employees and auditors of the
Customer, and shall be delivered to the Customer upon request and in any event
upon the date of termination of this Agreement, as specified in Article IX of
this Agreement, in the form and manner kept by the Bank on such date of
termination or such earlier date as may be requested by the Customer.
4. The Bank may employ agents or attorneys-in-fact at the expense of
the Customer to perform its obligations hereunder, and shall not be liable for
any loss or expense arising out of, or in connection with, the actions or
omissions to act of its agents or attorneys-in-fact, so long as the Bank acts
in good faith and without negligence or willful misconduct in connection with
the selection of such agents or attorneys-in-fact.
5. The Bank shall only be liable for any loss or damage arising out
of its own negligence or willful misconduct, provided, however, that the Bank
shall not be liable for any indirect, special, punitive or consequential
damages.
6. The Customer shall indemnify and hold harmless the Bank from and
against any and all claims (whether with or without basis in fact or law),
costs, demands, expenses and liabilities, including reasonable attorney's
fees, which the Bank may sustain or incur or which may be asserted against the
Bank except for any liability which the Bank has assumed pursuant to the
immediately preceding section. The Bank shall be deemed not to have acted with
negligence and not to have engaged in willful misconduct by reason of or as a
result of any action taken or omitted to be taken by the Bank without its own
negligence or willful misconduct in reliance upon (i) any provision of this
Agreement, (ii) any instrument, order or Share certificate reasonably believed
by it to be genuine and to be signed, countersigned or executed by any duly
authorized Officer of the Customer, (iii) any Certificate or other written
instructions of an Officer, (iv) any opinion of legal counsel for the Customer
addressed to the Bank or the Bank, or (v) any law, act, regulation or any
interpretation of the same even though such law, act, or regulation may
thereafter have been altered, changed, amended or repealed. Nothing contained
herein shall limit or in any way impair the right of the Bank to
indemnification under any other provision of this Agreement.
7. Specifically, but not by way of limitation, the Customer shall
indemnify and hold harmless the Bank from and against any and all claims
(whether with or without basis in fact or law), costs, demands, expenses and
liabilities, including reasonable attorney's fees, of any and every nature
which the Bank may sustain or incur or which may be asserted against the Bank
in connection with the genuineness of a Share certificate, the Bank's due
authorization by the Customer to issue Shares and the form and amount of
authorized Shares.
8. The Bank shall not incur any liability hereunder if by reason of
any act of God or war or other circumstances beyond its control, it, or its
employees, officers or directors shall be prevented, delayed or forbidden
from, or be subject to any civil or criminal penalty on account of, doing or
performing any act or thing which by the terms of this Agreement it is
provided shall be done or performed or by reason of any nonperformance or
delay, caused as aforesaid, in the performance of any act or thing which by
the terms of this Agreement it is provided shall or may be done or performed.
9. At any time the Bank may apply to an Officer of the Customer for
written instructions with respect to any matter arising in connection with the
Bank's duties and obligations under this Agreement, and the Bank shall not be
liable for any action taken or omitted to be taken by the Bank in good faith
in accordance with such written instructions. Such application by the Bank for
instructions from an Officer of the Customer may, at the option of the Bank,
set forth in writing any action proposed to be taken or omitted to be taken by
the Bank with respect to its duties or obligations under this Agreement and
the date on and/or after which such action shall be taken, and the Bank shall
not be liable for any action taken or omitted to be taken in accordance with a
proposal included in any such application on or after the date specified
therein unless, prior to taking or omitting to take any such action, the Bank
has received written instructions in response to such application specifying
the action to be taken or omitted. The Bank may consult counsel to the
Customer or its own counsel, at the expense of the Customer, and shall be
fully protected with respect to anything done or omitted by it in good faith
in accordance with the opinion of such counsel.
10. When mail is used for delivery of non-negotiable Share
certificates, the value of which does not exceed the limits of the Bank's
Blanket Bond, the Bank shall send such non-negotiable Share certificates by
first class mail, and such deliveries will be covered while in transit by the
Bank's Blanket Bond. Non-negotiable Share certificates, the value of which
exceed the limits of the Bank's Blanket Bond, will be sent by insured
registered mail. Negotiable Share certificates will be sent by insured
registered mail. The Bank shall advise the Customer of any Share certificates
returned as undeliverable after being mailed as herein provided for.
11. The Bank may issue new Share certificates in place of Share
certificates represented to have been lost, stolen or destroyed upon receiving
instructions in writing from an Officer and indemnity satisfactory to the
Bank. Such instructions from the Customer shall be in such form as approved by
the Board of Directors of the Customer in accordance with applicable law or
the By-Laws of the Customer governing such matters. If the Bank receives
written notification from the owner of the lost, stolen or destroyed Share
certificate within a reasonable time after he has notice of it, the Bank shall
promptly notify the Customer and shall act pursuant to written instructions
signed by an Officer. If the Customer receives such written notification from
the owner of the lost, stolen or destroyed Share certificate within a
reasonable time after he has notice of it, the Customer shall promptly notify
the Bank and the Bank shall act pursuant to written instructions signed by an
Officer. The Bank shall not be liable for any act done or omitted by it
pursuant to the written instructions described herein. The Bank may issue new
Share certificates in exchange for, and upon surrender of, mutilated Share
certificates.
12. The Bank will issue and mail subscription warrants for Shares,
Shares representing stock dividends, exchanges or splits, or act as conversion
agent upon receiving written instructions from an Officer and such other
documents as the Bank may deem necessary.
13. The Bank will supply shareholder lists to the Customer from time
to time upon receiving a request therefor from an Officer of the Customer.
14. In case of any requests or demands for the inspection of the
shareholder records of the Customer, the Bank will notify the Customer and
endeavor to secure instructions from an Officer 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 there is a reasonable
likelihood that the Bank will be held liable for the failure to exhibit the
shareholder records to such person.
15. At the request of an Officer, the Bank will address and mail such
appropriate notices to shareholders as the Customer may direct.
16. Notwithstanding any provisions of this Agreement to the contrary,
the Bank shall be under no duty or obligation to inquire into, and shall not
be liable for:
(a) The legality of the issue, sale or transfer of any Shares,
the sufficiency of the amount to be received in connection therewith, or the
authority of the Customer to request such issuance, sale or transfer;
(b) The legality of the purchase of any Shares, the sufficiency
of the amount to be paid in connection therewith, or the authority of the
Customer to request such purchase;
(c) The legality of the declaration of any dividend by the
Customer, or the legality of the issue of any Shares in payment of any stock
dividend; or
(d) The legality of any recapitalization or readjustment of the
Shares.
17. The Bank shall be entitled to receive and the Customer hereby
agrees to pay to the Bank for its performance hereunder (i) out-of-pocket
expenses (including legal expenses and attorney's fees) incurred in connection
with this Agreement and its performance hereunder, and (ii) the compensation
for services as set forth in Schedule I.
18. The Bank shall not be responsible for any money, whether or not
represented by any check, draft or other instrument for the payment of money,
received by it on behalf of the Customer, until the Bank actually receives and
collects such funds.
19. In no event shall the Bank be required to accept or act upon any
oral instructions; regardless of the circumstances.
20. The Bank shall have no duties or responsibilities whatsoever
except such duties and responsibilities as are specifically set forth in this
Agreement, and no covenant or obligation shall be implied against the Bank in
connection with this Agreement.
ARTICLE IX.
TERMINATION
-----------
Either of the parties hereto may terminate this Agreement by giving
to the other party a notice in writing specifying the date of such
termination, which shall be not less than 30 days after the date of receipt of
such notice. In the event such notice is given by the Customer, it shall be
accompanied by a copy of a resolution of the Board of Directors of the
Customer, certified by its Secretary, electing to terminate this Agreement and
designating a successor transfer agent or transfer agents. In the event such
notice is given by the Bank, the Customer shall, on or before the termination
date, deliver to the Bank a copy of a resolution of its Board of Directors
certified by its Secretary designating a successor transfer agent or transfer
agents. In the absence of such designation by the Customer, the Bank may
designate a successor transfer agent. If the Customer fails to designate a
successor transfer agent and if the Bank is unable to find a successor
transfer agent, the Customer shall, upon the date specified in the notice of
termination of this Agreement and delivery of the records maintained
hereunder, be deemed to be its own transfer agent and the Bank shall
thereafter be relieved of all duties and responsibilities hereunder. Upon
termination hereof, the Customer shall pay to the Bank such compensation as
may be due to the Bank as of the date of such termination, and shall reimburse
the Bank for any disbursements and expenses made or incurred by the Bank and
payable or reimbursable hereunder.
ARTICLE X.
MISCELLANEOUS
-------------
1. The indemnities contained herein shall be continuing obligations
of the Customer, its successors and assigns, notwithstanding the termination
of this Agreement.
2. Any notice or other instrument in writing, authorized or required
by this Agreement to be given to the Customer shall be sufficiently given if
addressed to the Customer and mailed or delivered to it at 1065 Avenue of the
Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxx, or at
such other place as the Customer may from time to time designate in writing.
3. Any notice or other instrument in writing, authorized or required
by this Agreement to be given to the Bank shall be sufficiently given if
addressed to the Bank and mailed or delivered to it at its office at 000
Xxxxxxx Xxxxxx (00X), Xxx Xxxx, Xxx Xxxx 00000 or at such other place as the
Bank may from time to time designate in writing.
4. This Agreement may not be amended or modified in any manner except
by a written agreement duly authorized and executed by both parties. Any duly
authorized Officer may amend any Certificate naming Officers authorized to
execute and deliver Certificates, instructions, notices or other instruments,
and the Secretary or any Assistant Secretary may amend any Certificate listing
the shares of capital stock of the Customer for which the Bank performs
Services hereunder.
5. This Agreement shall extend to and shall be binding upon the
parties hereto and their respective successors and assigns; provided, however,
that this Agreement shall not be assignable by either party without the prior
written consent of the other party, and provided, further, that any
reorganization, merger, consolidation, or sale of assets, by the Bank shall
not be deemed to constitute an assignment of this Agreement.
6. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York. The parties agree that, all actions
and proceedings arising out of this Agreement or any of the transactions
contemplated hereby, shall be brought in the United States District Court for
the Southern District of New York or in a New York State Court in the County
of New York and that, in connection with any such action or proceeding, submit
to the jurisdiction of, and venue in, such court. Each of the parties hereto
also irrevocably waives all right to trial by jury in any action, proceeding
or counterclaim arising out of this Agreement or the transactions contemplated
hereby.
7. This Agreement may be executed in any number of counterparts each
of which shall be deemed to be an original; but such counterparts, together,
shall constitute only one instrument.
8. The provisions of this Agreement are intended to benefit only the
Bank and the Customer, and no rights shall be granted to any other person by
virtue of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective corporate officers, thereunto duly authorized
and their respective corporate seals to be hereunto affixed, as of the day and
year first above written.
Attest: ADVENT CLAYMORE GLOBAL TOTAL RETURN FUND
By:
-------------------------------------- ------------------------------------------------
F. Xxxxx Xxxxxx Xxxx Xxxxxx
Vice President and Assistant Secretary Secretary
Attest: THE BANK OF NEW YORK
By:
-------------------------------------- ------------------------------------------------
Name:
---------------------------------------
Title:
---------------------------------------
SCHEDULE I
----------
NON-PROFILE
================================================================================
STOCK TRANSFER AGENCY AGREEMENT
between
ADVENT CLAYMORE GLOBAL TOTAL RETURN FUND
and
THE BANK OF NEW YORK
Dated as of [ ]
ACCOUNT NUMBER(S) [________________]
================================================================================
