TRANSFER AGENCY AND REGISTRAR AGREEMENT
AGREEMENT, dated as of August 2, 1993, between Xxxxx Xxxxxx
Shearson Managed Governments Fund Inc., (the "Fund"), a
corporation organized under the laws of Maryland and having its
principal place of business at Xxx Xxxxx Xxxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000 and THE SHAREHOLDER SERVICES GROUP, INC. (MA)
(the "Transfer Agent"), a Massachusetts corporation with
principal offices at One Exchange Place, 00 Xxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000.
W I T N E S S E T H
That for and in consideration of the mutual covenants and
promises hereinafter set forth, the Fund and the Transfer Agent
agree as follows:
1. Definitions. Whenever used in this Agreement, the
following words and phrases, unless the context otherwise
requires, shall have the following meanings:
(a) "Articles of Incorporation" shall mean the
Articles of Incorporation, Declaration of Trust, Partnership
Agreement, or similar organizational document as the case may be,
of the Fund as the same may be amended from time to time.
(b) "Authorized Person" shall be deemed to include any
person, whether or not such person is an officer or employee of
the Fund, duly authorized to give Oral Instructions or Written
Instructions on behalf of the Fund as indicated in a certificate
furnished to the Transfer Agent pursuant to Section 4(c) hereof
as may be received by the Transfer Agent from time to time.
(c) "Board of Directors" shall mean the Board of
Directors, Board of Trustees or, if the Fund is a limited
partnership, the General Partner(s) of the Fund, as the case may
be.
(d) "Commission" shall mean the Securities and
Exchange Commission.
(e) "Custodian" refers to any custodian or
subcustodian of securities and other property which the Fund may
from time to time deposit, or cause to be deposited or held under
the name or account of such a custodian pursuant to a Custodian
Agreement.
(f) "Fund" shall mean the entity executing this
Agreement, and if it is a series fund, as such term is used in
the 1940 Act, such term shall mean each series of the Fund
hereafter created, except that appropriate documentation with
respect to each series must be presented to the Transfer Agent
before this Agreement shall become effective with respect to each
such series.
(g) "1940 Act" shall mean the Investment Company Act
of 1940.
(h) "Oral Instructions" shall mean instructions, other
than Written Instructions, actually received by the Transfer
Agent from a person reasonably believed by the Transfer Agent to
be an Authorized Person;
(i) "Prospectus" shall mean the most recently dated
Fund Prospectus and Statement of Additional Information,
including any supplements thereto if any, which has become
effective under the Securities Act of 1933 and the 1940 Act.
(j) "Shares" refers collectively to such shares of
capital stock, beneficial interest or limited partnership
interests, as the case may be, of the Fund as may be issued from
time to time and, if the Fund is a closed-end or a series fund,
as such terms are used in the 1940 Act any other classes or
series of stock, shares of beneficial interest or limited
partnership interests that may be issued from time to time.
(k) "Shareholder" shall mean a holder of shares of
capital stock, beneficial interest or any other class or series,
and also refers to partners of limited partnerships.
(l) "Written Instructions" shall mean a written
communication signed by a person reasonably believed by the
Transfer Agent to be an Authorized Person and actually received
by the Transfer Agent. Written Instructions shall include
manually executed originals and authorized electronic
transmissions, including telefacsimile of a manually executed
original or other process.
2. Appointment of the Transfer Agent. The Fund hereby
appoints and constitutes the Transfer Agent as transfer agent,
registrar and dividend disbursing agent for Shares of the Fund
and as shareholder servicing agent for the Fund. The Transfer
Agent accepts such appointments and agrees to perform the duties
hereinafter set forth.
3. Compensation.
(a) The Fund will compensate or cause the Transfer
Agent to be compensated for the performance of its obligations
hereunder in accordance with the fees set forth in the written
schedule of fees annexed hereto as Schedule A and incorporated
herein. The Transfer Agent will transmit an invoice to the Fund
as soon as practicable after the end of each calendar month which
will be detailed in accordance with Schedule A, and the Fund will
pay to the Transfer Agent the amount of such invoice within
thirty (30) days after the Fund's receipt of the invoice.
In addition, the Fund agrees to pay, and will be
billed separately for, reasonable out-of-pocket expenses incurred
by the Transfer Agent in the performance of its duties hereunder.
Out-of-pocket expenses shall include, but shall not be limited
to, the items specified in the written schedule of out-of-pocket
charges annexed hereto as Schedule B and incorporated herein.
Unspecified out-of-pocket expenses shall be limited to those out-
of-pocket expenses reasonably incurred by the Transfer Agent in
the performance of its obligations hereunder. Reimbursement by
the Fund for expenses incurred by the Transfer Agent in any month
shall be made as soon as practicable but no later than 15 days
after the receipt of an itemized xxxx from the Transfer Agent.
(b) Any compensation agreed to hereunder may be
adjusted from time to time by attaching to Schedule A, a revised
fee schedule executed and dated by the parties hereto.
4. Documents. In connection with the appointment of the
Transfer Agent the Fund shall deliver or caused to be delivered
to the Transfer Agent the following documents on or before the
date this Agreement goes into effect, but in any case within a
reasonable period of time for the Transfer Agent to prepare to
perform its duties hereunder:
(a) If applicable, specimens of the certificates for
Shares of the Fund;
(b) All account application forms and other documents
relating to Shareholder accounts or to any plan, program or
service offered by the Fund;
(c) A signature card bearing the signatures of any
officer of the Fund or other Authorized Person who will sign
Written Instructions or is authorized to give Oral Instructions.
(d) A certified copy of the Articles of Incorporation,
as amended;
(e) A certified copy of the By-laws of the Fund, as
amended;
(f) A copy of the resolution of the Board of Directors
authorizing the execution and delivery of this Agreement;
(g) A certified list of Shareholders of the Fund with
the name, address and taxpayer identification number of each
Shareholder, and the number of Shares of the Fund held by each,
certificate numbers and denominations (if any certificates have
been issued), lists of any accounts against which stop transfer
orders have been placed, together with the reasons therefore, and
the number of Shares redeemed by the Fund; and
(h) An opinion of counsel for the Fund with respect to
the validity of the Shares and the status of such Shares under
the Securities Act of 1933, as amended.
5. Further Documentation. The Fund will also furnish the
Transfer Agent with copies of the following documents promptly
after the same shall become available:
(a) each resolution of the Board of Directors
authorizing the issuance of Shares;
(b) any registration statements filed on behalf of the
Fund and all pre-effective and post-effective amendments thereto
filed with the Commission;
(c) a certified copy of each amendment to the Articles
of Incorporation or the By-laws of the Fund;
(d) certified copies of each resolution of the Board
of Directors or other authorization designating Authorized
Persons; and
(e) such other certificates, documents or opinions as
the Transfer Agent may reasonably request in connection with the
performance of its duties hereunder.
6. Representations of the Fund. The Fund represents to the
Transfer Agent that all outstanding Shares are validly issued,
fully paid and non-assessable. When Shares are hereafter issued
in accordance with the terms of the Fund's Articles of
Incorporation and its Prospectus, such Shares shall be validly
issued, fully paid and non-assessable.
7. Distributions Payable in Shares. In the event that the
Board of Directors of the Fund shall declare a distribution
payable in Shares, the Fund shall deliver or cause to be
delivered to the Transfer Agent written notice of such
declaration signed on behalf of the Fund by an officer thereof,
upon which the Transfer Agent shall be entitled to rely for all
purposes, certifying (i) the identity of the Shares involved,
(ii) the number of Shares involved, and (iii) that all
appropriate action has been taken.
8. Duties of the Transfer Agent. The Transfer Agent shall
be responsible for administering and/or performing those
functions typically performed by a transfer agent; for acting as
service agent in connection with dividend and distribution
functions; and for performing shareholder account and
administrative agent functions in connection with the issuance,
transfer and redemption or repurchase (including coordination
with the Custodian) of Shares in accordance with the terms of the
Prospectus and applicable law. The operating standards and
procedures to be followed shall be determined from time to time
by agreement between the Fund and the Transfer Agent and shall
initially be as described in Schedule C attached hereto. In
addition, the Fund shall deliver to the Transfer Agent all
notices issued by the Fund with respect to the Shares in
accordance with and pursuant to the Articles of Incorporation or
By-laws of the Fund or as required by law and shall perform such
other specific duties as are set forth in the Articles of
Incorporation including the giving of notice of any special or
annual meetings of shareholders and any other notices required
thereby.
9. Record Keeping and Other Information. The Transfer
Agent shall create and maintain all records required of it
pursuant to its duties hereunder and as set forth in Schedule C
in accordance with all applicable laws, rules and regulations,
including records required by Section 31(a) of the 1940 Act. All
records shall be available during regular business hours for
inspection and use by the Fund. Where applicable, such records
shall be maintained by the Transfer Agent for the periods and in
the places required by Rule 31a-2 under the 1940 Act.
Upon reasonable notice by the Fund, the Transfer Agent shall
make available during regular business hours such of its
facilities and premises employed in connection with the
performance of its duties under this Agreement for reasonable
visitation by the Fund, or any person retained by the Fund as may
be necessary for the Fund to evaluate the quality of the services
performed by the Transfer Agent pursuant hereto.
10. Other Duties. In addition to the duties set forth in
Schedule C, the Transfer Agent shall perform such other duties
and functions, and shall be paid such amounts therefor, as may
from time to time be agreed upon in writing between the Fund and
the Transfer Agent. The compensation for such other duties and
functions shall be reflected in a written amendment to Schedule A
or B and the duties and functions shall be reflected in an
amendment to Schedule C, both dated and signed by authorized
persons of the parties hereto.
11. Reliance by Transfer Agent; Instructions
(a) The Transfer Agent will have no liability when
acting upon Written or Oral Instructions believed to have been
executed or orally communicated by an Authorized Person and will
not be held to have any notice of any change of authority of any
person until receipt of a Written Instruction thereof from the
Fund pursuant to Section 4(c). The Transfer Agent will also have
no liability when processing Share certificates which it
reasonably believes to bear the proper manual or facsimile
signatures of the officers of the Fund and the proper
countersignature of the Transfer Agent.
(b) At any time, the Transfer Agent may apply to any
Authorized Person of the Fund for Written Instructions and may
seek advice from legal counsel for the Fund, or its own legal
counsel, with respect to any matter arising in connection with
this Agreement, and it shall not be liable for any action taken
or not taken or suffered by it in good faith in accordance with
such Written Instructions or in accordance with the opinion of
counsel for the Fund or for the Transfer Agent. Written
Instructions requested by the Transfer Agent will be provided by
the Fund within a reasonable period of time. In addition, the
Transfer Agent, its officers, agents or employees, shall accept
Oral Instructions or Written Instructions given to them by any
person representing or acting on behalf of the Fund only if said
representative is an Authorized Person. The Fund agrees that all
Oral Instructions shall be followed within one business day by
confirming Written Instructions, and that the Fund's failure to
so confirm shall not impair in any respect the Transfer Agent's
right to rely on Oral Instructions. The Transfer Agent shall
have no duty or obligation to inquire into, nor shall the
Transfer Agent be responsible for, the legality of any act done
by it upon the request or direction of a person reasonably
believed by the Transfer Agent to be an Authorized Person.
(c) Notwithstanding any of the foregoing provisions of
this Agreement, the Transfer Agent shall be under no duty or
obligation to inquire into, and shall not be liable for: (i) the
legality of the issuance or sale of any Shares or the sufficiency
of the amount to be received therefor; (ii) the legality of the
redemption of any Shares, or the propriety of the amount to be
paid therefor; (iii) the legality of the declaration of any
dividend by the Board of Directors, or the legality of the
issuance of any Shares in payment of any dividend; or (iv) the
legality of any recapitalization or readjustment of the Shares.
12. Acts of God, etc. The Transfer Agent will not be
liable or responsible for delays or errors by acts of God or by
reason of circumstances beyond its control, including acts of
civil or military authority, national emergencies, labor
difficulties, mechanical breakdown, insurrection, war, riots, or
failure or unavailability of transportation, communication or
power supply, fire, flood or other catastrophe.
13. Duty of Care and Indemnification. Each party hereto
(the "Indemnifying Party') will indemnify the other party (the
"Indemnified Party") against and hold it harmless from any and
all losses, claims, damages, liabilities or expenses of any sort
or kind (including reasonable counsel fees and expenses)
resulting from any claim, demand, action or suit or other
proceeding (a "Claim") unless such Claim has resulted from a
negligent failure to act or omission to act or bad faith of the
Indemnified Party in the performance of its duties hereunder. In
addition, the Fund will indemnify the Transfer Agent against and
hold it harmless from any Claim, damages, liabilities or expenses
(including reasonable counsel fees) that is a result of: (i) any
action taken in accordance with Written or Oral Instructions, or
any other instructions, or share certificates reasonably believed
by the Transfer Agent to be genuine and to be signed,
countersigned or executed, or orally communicated by an
Authorized Person; (ii) any action taken in accordance with
written or oral advice reasonably believed by the Transfer Agent
to have been given by counsel for the Fund or its own counsel; or
(iii) any action taken as a result of any error or omission in
any record (including but not limited to magnetic tapes, computer
printouts, hard copies and microfilm copies) delivered, or caused
to be delivered by the Fund to the Transfer Agent in connection
with this Agreement.
In any case in which the Indemnifying Party may be asked to
indemnify or hold the Indemnified Party harmless, the
Indemnifying Party shall be advised of all pertinent facts
concerning the situation in question. The Indemnified Party will
notify the Indemnifying Party promptly after identifying any
situation which it believes presents or appears likely to present
a claim for indemnification against the Indemnifying Party
although the failure to do so shall not prevent recovery by the
Indemnified Party. The Indemnifying Party shall have the option
to defend the Indemnified Party against any Claim which may be
the subject of this indemnification, and, in the event that the
Indemnifying Party so elects, such defense shall be conducted by
counsel chosen by the Indemnifying Party and satisfactory to the
Indemnified Party, and thereupon the Indemnifying Party shall
take over complete defense of the Claim and the Indemnified Party
shall sustain no further legal or other expenses in respect of
such Claim. The Indemnified Party will not confess any Claim or
make any compromise in any case in which the Indemnifying Party
will be asked to provide indemnification, except with the
Indemnifying Party's prior written consent. The obligations of
the parties hereto under this Section shall survive the
termination of this Agreement.
14. Consequential Damages. In no event and under no
circumstances shall either party under this Agreement be liable
to the other party for indirect loss of profits, reputation or
business or any other special damages under any provision of this
Agreement or for any act or failure to act hereunder.
15. Term and Termination.
(a) This Agreement shall be effective on the date
first written above and shall continue until August 2, 1994, and
thereafter shall automatically continue for successive annual
periods ending on the anniversary of the date first written
above, provided that it may be terminated by either party upon
written notice given at least 60 days prior to termination.
(b) In the event a termination notice is given by the
Fund, it shall be accompanied by a resolution of the Board of
Directors, certified by the Secretary of the Fund, designating a
successor transfer agent or transfer agents. Upon such
termination and at the expense of the Fund, the Transfer Agent
will deliver to such successor a certified list of shareholders
of the Fund (with names and addresses), and all other relevant
books, records, correspondence and other Fund records or data in
the possession of the Transfer Agent, and the Transfer Agent will
cooperate with the Fund and any successor transfer agent or
agents in the substitution process.
16. Confidentiality. Both parties hereto agree that any
non public information obtained hereunder concerning the other
party is confidential and may not be disclosed to any other
person without the consent of the other party, except as may be
required by applicable law or at the request of the Commission or
other governmental agency. The parties further agree that a
breach of this provision would irreparably damage the other party
and accordingly agree that each of them is entitled, without bond
or other security, to an injunction or injunctions to prevent
breaches of this provision.
17. Amendment. This Agreement may only be amended or
modified by a written instrument executed by both parties.
18. Subcontracting. The Fund agrees that the Transfer
Agent may, in its discretion, subcontract for certain of the
services described under this Agreement or the Schedules hereto;
provided that the appointment of any such Transfer Agent shall
not relieve the Transfer Agent of its responsibilities hereunder.
19. Miscellaneous.
(a) Notices. Any notice or other instrument
authorized or required by this Agreement to be given in writing
to the Fund or the Transfer Agent, shall be sufficiently given if
addressed to that party and received by it at its office set
forth below or at such other place as it may from time to time
designate in writing.
To the Fund:
Xxxxx Xxxxxx Shearson Managed Governments Fund Inc.
Xxx Xxxxx Xxxxx Xxxxxx, Xxxxx 000
Xxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxxxx
To the Transfer Agent:
The Shareholder Services Group
Xxx Xxxxxxxx Xxxxx
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxx, President
with a copy to TSSG Counsel
(b) Successors. 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 assigned to any person other than a person
controlling, controlled by or under common control with the
assignor without the written consent of the other party, which
consent shall not be unreasonably withheld.
(c) Governing Law. This Agreement shall be governed
exclusively by the laws of the State of New York without
reference to the choice of law provisions thereof. Each party
hereto hereby agrees that (i) the Supreme Court of New York
sitting in New York County shall have exclusive jurisdiction over
any and all disputes arising hereunder; (ii) hereby consents to
the personal jurisdiction of such court over the parties hereto,
hereby waiving any defense of lack of personal jurisdiction; and
(iii) appoints the person to whom notices hereunder are to be
sent as agent for service of process.
(d) Counterparts. This Agreement may be executed in
any number of counterparts, each of which shall be deemed to be
an original; but such counterparts shall, together, constitute
only one instrument.
(e) Captions. The captions of this Agreement are
included for convenience of reference only and in no way define
or delimit any of the provisions hereof or otherwise affect their
construction or effect.
(f) Use of Transfer Agent's Name. The Fund shall not
use the name of the Transfer Agent in any Prospectus, Statement
of Additional Information, shareholders' report, sales literature
or other material relating to the Fund in a manner not approved
prior thereto in writing; provided, that the Transfer Agent need
only receive notice of all reasonable uses of its name which
merely refer in accurate terms to its appointment hereunder or
which are required by any government agency or applicable law or
rule. Notwithstanding the foregoing, any reference to the
Transfer Agent shall include a statement to the effect that it is
a wholly owned subsidiary of First Data Corporation.
(g) Use of Fund's Name. The Transfer Agent shall not
use the name of the Fund or material relating to the Fund on any
documents or forms for other than internal use in a manner not
approved prior thereto in writing; provided, that the Fund need
only receive notice of all reasonable uses of its name which
merely refer in accurate terms to the appointment of the Transfer
Agent or which are required by any government agency or
applicable law or rule.
(h) Independent Contractors. The parties agree that
they are independent contractors and not partners or co-
venturers.
(i) Entire Agreement; Severability. This Agreement
and the Schedules attached hereto constitute the entire agreement
of the parties hereto relating to the matters covered hereby and
supersede any previous agreements. If any provision is held to
be illegal, unenforceable or invalid for any reason, the
remaining provisions shall not be affected or impaired thereby.
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed by their duly authorized officers,
as of the day and year first above written.
XXXXX XXXXXX SHEARSON MANAGED
GOVERNMENTS FUND INC.
By: /s/ Xxxxxxx Xxxxxxx
Title: President
THE SHAREHOLDER SERVICES GROUP, INC.
By: /s/ Xxxxxxx XxXxxxxx
Title: Vice President
A-1
Transfer Agent Fee
Schedule A
Class A shares
The Fund shall pay the Transfer Agent an annualized fee of $11.00
per shareholder account that is open during any monthly period.
Such fee shall be billed by the Transfer Agent monthly in arrears
on a prorated basis of 1/12 of the annualized fee for all
accounts that are open during such a month.
The Fund shall pay the Transfer Agent an additional fee of $.125
per closed account per month applicable to those shareholder
accounts which close in a given month and remain closed through
the following month-end billing cycle. Such fee shall be billed
by the Transfer Agent monthly in arrears.
Class B shares
The Fund shall pay the Transfer Agent an annualized fee of $12.50
per shareholder account that is open during any monthly period.
Such fee shall be billed by the Transfer Agent monthly in arrears
on a prorated basis of 1/12 of the annualized fee for all
accounts that are open during such a month.
The Fund shall pay the Transfer Agent an additional fee of $.125
per closed account per month applicable to those shareholder
accounts which close in a given month and remain closed through
the following month-end billing cycle. Such fee shall be billed
by the Transfer Agent monthly in arrears.
Class C shares
The Fund shall pay the Transfer Agent an annualized fee of $8.50
per shareholder account that is open during any monthly period.
Such fee shall be billed by the Transfer Agent monthly in arrears
on a prorated basis of 1/12 of the annualized fee for all
accounts that are open during such a month.
The Fund shall pay the Transfer Agent an additional fee of $.125
per closed account per month applicable to those shareholder
accounts which close in a given month and remain closed through
the following month-end billing cycle. Such fee shall be billed
by the Transfer Agent monthly in arrears.
Class D shares
The Fund shall pay the Transfer Agent an annualized fee of $9.50
per shareholder account that is open during any monthly period.
Such fee shall be billed by the Transfer Agent monthly in arrears
on a prorated basis of 1/12 of the annualized fee for all
accounts that are open during such a month.
The Fund shall pay the Transfer Agent an additional fee of $.125
per closed account per month applicable to those shareholder
accounts which close in a given month and remain closed through
the following month-end billing cycle. Such fee shall be billed
by the Transfer Agent monthly in arrears.
B-1
Schedule B
OUT-OF-POCKET EXPENSES
The Fund shall reimburse the Transfer Agent monthly for
applicable out-of-pocket expenses, including, but not limited to
the following items:
- Microfiche/microfilm production
- Magnetic media tapes and freight
- Printing costs, including certificates, envelopes,
checks and stationery
- Postage (bulk, pre-sort, ZIP+4, barcoding, first
class) direct pass through to the Fund
- Due diligence mailings
- Telephone and telecommunication costs, including all
lease, maintenance and line costs
- Proxy solicitations, mailings and tabulations
- Daily & Distribution advice mailings
- Shipping, Certified and Overnight mail and insurance
- Year-end form production and mailings
- Terminals, communication lines, printers and other
equipment and any expenses incurred in connection with
such terminals and lines
- Duplicating services
- Courier services
- Incoming and outgoing wire charges
- Federal Reserve charges for check clearance
- Record retention, retrieval and destruction costs,
including, but not limited to exit fees charged
by third party record keeping vendors
- Third party audit reviews
- Insurance
- Such other miscellaneous expenses reasonably incurred
by the Transfer Agent in performing its
duties and responsibilities under this Agreement.
The Fund agrees that postage and mailing expenses will be
paid on the day of or prior to mailing as agreed with the
Transfer Agent. In addition, the Fund will promptly reimburse
the Transfer Agent for any other unscheduled expenses incurred by
the Transfer Agent whenever the Fund and the Transfer Agent
mutually agree that such expenses are not otherwise properly
borne by the Transfer Agent as part of its duties and obligations
under the Agreement.
C-1
Schedule C
DUTIES OF THE TRANSFER AGENT
1. Shareholder Information. The Transfer Agent or its
agent shall maintain a record of the number of Shares held by
each holder of record which shall include name, address, taxpayer
identification and which shall indicate whether such Shares are
held in certificates or uncertificated form.
2. Shareholder Services. The Transfer Agent or its
agent will investigate all inquiries from shareholders of the
Fund relating to Shareholder accounts and will respond to all
communications from Shareholders and others relating to its
duties hereunder and such other correspondence as may from time
to time be mutually agreed upon between the Transfer Agent and
the Fund. The Transfer Agent shall provide the Fund with reports
concerning shareholder inquires and the responses thereto by the
Transfer Agent, in such form and at such times as are agreed to
by the Fund and the Transfer Agent.
3. Share Certificates.
(a) At the expense of the Fund, it shall supply the
Transfer Agent or its agent with an adequate supply of blank
share certificates to meet the Transfer Agent or its agent's
requirements therefor. Such Share certificates shall be properly
signed by facsimile. The Fund agrees that, notwithstanding the
death, resignation, or removal of any officer of the Fund whose
signature appears on such certificates, the Transfer Agent or its
agent may continue to countersign certificates which bear such
signatures until otherwise directed by Written Instructions.
(b) The Transfer Agent or its agent shall issue
replacement Share certificates in lieu of certificates which have
been lost, stolen or destroyed, upon receipt by the Transfer
Agent or its agent of properly executed affidavits and lost
certificate bonds, in form satisfactory to the Transfer Agent or
its agent, with the Fund and the Transfer Agent or its agent as
obligees under the bond.
(c) The Transfer Agent or its agent shall also
maintain a record of each certificate issued, the number of
Shares represented thereby and the holder of record. With
respect to Shares held in open accounts or uncertificated form,
i.e., no certificate being issued with respect thereto, the
Transfer Agent or its agent shall maintain comparable records of
the record holders thereof, including their names, addresses and
taxpayer identification. The Transfer Agent or its agent shall
further maintain a stop transfer record on lost and/or replaced
certificates.
C-2
4. Mailing Communications to Shareholders; Proxy Materials.
The Transfer Agent or its agent will address and mail to
Shareholders of the Fund, all reports to Shareholders, dividend
and distribution notices and proxy material for the Fund's
meetings of Shareholders. In connection with meetings of
Shareholders, the Transfer Agent or its Agent will prepare
Shareholder lists, mail and certify as to the mailing of proxy
materials, process and tabulate returned proxy cards, report on
proxies voted prior to meetings, act as inspector of election at
meetings and certify Shares voted at meetings.
5. Sales of Shares
(a) Suspension of Sale of Shares. The Transfer Agent
or its agent shall not be required to issue any Shares of the
Fund where it has received a Written Instruction from the Fund or
official notice from any appropriate authority that the sale of
the Shares of the Fund has been suspended or discontinued. The
existence of such Written Instructions or such official notice
shall be conclusive evidence of the right of the Transfer Agent
or its agent to rely on such Written Instructions or official
notice.
(b) Returned Checks. In the event that any check or
other order for the payment of money is returned unpaid for any
reason, the Transfer Agent or its agent will: (i) give prompt
notice of such return to the Fund or its designee; (ii) place a
stop transfer order against all Shares issued as a result of such
check or order; and (iii) take such actions as the Transfer Agent
may from time to time deem appropriate.
6. Transfer and Repurchase
(a) Requirements for Transfer or Repurchase of Shares.
The Transfer Agent or its agent shall process all requests to
transfer or redeem Shares in accordance with the transfer or
repurchase procedures set forth in the Fund's Prospectus.
The Transfer Agent or its agent will transfer or
repurchase Shares upon receipt of Oral or Written Instructions or
otherwise pursuant to the Prospectus and Share certificates, if
any, properly endorsed for transfer or redemption, accompanied by
such documents as the Transfer Agent or its agent reasonably may
deem necessary.
The Transfer Agent or its agent reserves the right to
refuse to transfer or repurchase Shares until it is satisfied
that the endorsement on the instructions is valid and genuine.
The Transfer Agent or its agent also reserves the right to refuse
to transfer or repurchase Shares until it is satisfied that the
requested transfer or repurchase is legally authorized, and it
shall incur no liability for the refusal, in good faith, to make
transfers or repurchases which the Transfer Agent or its agent,
in its good judgment, deems improper or unauthorized, or until it
is reasonably satisfied that there is no basis to any claims
adverse to such transfer or repurchase.
C-3
(b) Notice to Custodian and Fund. When Shares are
redeemed, the Transfer Agent or its agent shall, upon receipt of
the instructions and documents in proper form, deliver to the
Custodian and the Fund or its designee a notification setting
forth the number of Shares to be repurchased. Such repurchased
shares shall be reflected on appropriate accounts maintained by
the Transfer Agent or its agent reflecting outstanding Shares of
the Fund and Shares attributed to individual accounts.
(c) Payment of Repurchase Proceeds. The Transfer
Agent or its agent shall, upon receipt of the moneys paid to it
by the Custodian for the repurchase of Shares, pay such moneys as
are received from the Custodian, all in accordance with the
procedures described in the written instruction received by the
Transfer Agent or its agent from the Fund.
The Transfer Agent or its agent shall not process or
effect any repurchase with respect to Shares of the Fund after
receipt by the Transfer Agent or its agent of notification of the
suspension of the determination of the net asset value of the
Fund.
7. Dividends
(a) Notice to Agent and Custodian. Upon the
declaration of each dividend and each capital gains distribution
by the Board of Directors of the Fund with respect to Shares of
the Fund, the Fund shall furnish or cause to be furnished to the
Transfer Agent or its agent a copy of a resolution of the Fund's
Board of Directors certified by the Secretary of the Fund setting
forth the date of the declaration of such dividend or
distribution, the ex-dividend date, the date of payment thereof,
the record date as of which shareholders entitled to payment
shall be determined, the amount payable per Share to the
shareholders of record as of that date, the total amount payable
to the Transfer Agent or its agent on the payment date and
whether such dividend or distribution is to be paid in Shares of
such class at net asset value.
On or before the payment date specified in such
resolution of the Board of Directors, the Custodian of the Fund
will pay to the Transfer Agent sufficient cash to make payment to
the shareholders of record as of such payment date.
(b) Insufficient Funds for Payments. If the Transfer
Agent or its agent does not receive sufficient cash from the
Custodian to make total dividend and/or distribution payments to
all shareholders of the Fund as of the record date, the Transfer
Agent or its agent will, upon notifying the Fund, withhold
payment to all Shareholders of record as of the record date until
sufficient cash is provided to the Transfer Agent or its agent.
C-4
Exhibit 1 to Schedule C
Summary of Services
The services to be performed by the Transfer Agent or its
agent shall be as follows:
A. DAILY RECORDS
Maintain daily the following information with respect
to each Shareholder account as received:
o Name and Address (Zip Code)
o Class of Shares
o Taxpayer Identification Number
o Balance of Shares held by Agent
o Beneficial owner code: i.e., male, female, joint
tenant, etc.
o Dividend code (reinvestment)
o Number of Shares held in certificate form
B. OTHER DAILY ACTIVITY
o Answer written inquiries relating to Shareholder
accounts (matters relating to portfolio
management, distribution of Shares and other management policy
questions will be referred to the Fund).
o Process additional payments into established
Shareholder accounts in accordance with
Written Instruction from the Agent.
o Upon receipt of proper instructions and all
required documentation, process requests for
repurchase of Shares.
o Identify redemption requests made with respect to
accounts in which Shares have been purchased
within an agreed-upon period of time for determining whether
good funds have been collected with respect to such purchase and
process as agreed by the Agent in accordance
with written instructions set forth by the Fund.
o Examine and process all transfers of Shares,
ensuring that all transfer requirements
and legal documents have been supplied.
C-5
o Issue and mail replacement checks.
o Open new accounts and maintain records of
exchanges between accounts
C. DIVIDEND ACTIVITY
o Calculate and process Share dividends and
distributions as instructed by the Fund.
o Compute, prepare and mail all necessary reports to
Shareholders or various authorities as requested
by the Fund. Report to the Fund reinvestment plan share
purchases and determination of the reinvestment price.
D. MEETINGS OF SHAREHOLDERS
o Cause to be mailed proxy and related material for
all meetings of Shareholders. Tabulate
returned proxies (proxies must be adaptable to mechanical
equipment of the Agent or its agents) and supply
daily reports when sufficient proxies have been
received.
o Prepare and submit to the Fund an Affidavit of
Mailing.
o At the time of the meeting, furnish a certified
list of Shareholders, hard copy, microfilm or
microfiche and, if requested by the Fund, Inspection of Election.
E. PERIODIC ACTIVITIES
o Cause to be mailed reports, Prospectuses, and any other
enclosures requested by the Fund (material must be adaptable to
mechanical equipment of Agent or its agents).
o Receive all notices issued by the Fund with respect to
the Preferred Shares in accordance with and
pursuant to the Articles of Incorporation and the Indenture and
perform such other specific duties as are set forth
in the Articles of Incorporation including a giving of
notice of a special meeting and notice of redemption in the
circumstances and otherwise in accordance with all
relevant provisions of the Articles of Incorporation.
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