REGISTRAR, TRANSFER AGENCY
AND SERVICE AGREEMENT
between
THE GABELLI BLUE CHIP VALUE FUND
and
STATE STREET BANK AND TRUST COMPANY
TABLE OF CONTENTS
ARTICLE 1 TERMS OF APPOINTMENT; DUTIES OF THE BANK 3
ARTICLE 2 FEES AND EXPENSES 6
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE BANK 6
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE FUND 7
ARTICLE 5 DATA ACCESS AND PROPRIETARY INFORMATION 8
ARTICLE 6 INDEMNIFICATION 10
ARTICLE 7 STANDARD OF CARE 12
ARTICLE 8 COVENANTS OF THE FUND AND THE BANK 13
ARTICLE 9 TERMINATION OF AGREEMENT 14
ARTICLE 10 ASSIGNMENT 15
ARTICLE 11 AMENDMENT 15
ARTICLE 12 MASSACHUSETTS LAW TO APPLY 16
ARTICLE 13 FORCE MAJEURE 16
ARTICLE 14 CONSEQUENTIAL DAMAGES 16
ARTICLE 15 MERGER OF AGREEMENT 16
ARTICLE 16 SURVIVAL 17
ARTICLE 17 SEVERABILITY 17
ARTICLE 18 COUNTERPARTS 17
REGISTRAR, TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the 26st day of August, 1999, by and between The
Gabelli Blue Chip Value Fund, a Delaware business trust, having its principal
office and place of business at Xxx Xxxxxxxxx Xxxxxx, Xxx, Xxx Xxxx 00000 (the
"Fund"), and STATE STREET BANK AND TRUST, a Massachusetts business trust, having
its principal office and place of business at 000 Xxxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000 (the "Bank").
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 Fund's 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.
A. 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 as amended from time to time in
accordance with the terms of the agreement
to be entered into between the Shareholders
and the Bank in substantially the form
attached as Exhibit hereto;
(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 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.
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.
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 effective and appropriate state
securities law filings have been
made with respect to all Shares of the Fund being offered for
sale; 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, interactive design techniques, and other
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, techniques and other
information are collectively referred to below as "Proprietary
Information." The Fund agrees that it shall treat all
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 (ii) solely from equipment at the
locations agreed to between the Fund and the Bank and
(iii) in accordance with the Bank's applicable user
documentation;
(b) to refrain from copying or duplicating in any way
(other than in the normal course of performing
processing on the Fund's 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 information
transmitted from the Bank's 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 Proprietary Information at common law and
under applicable statues.
5.02 If the transactions available to the Fund include the ability
to originate electronic 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 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
requirement under the federal securities laws or
regulations or the securities laws or regulations of
any state that such Shares be registered in such
state or in violation of any stop order or other
determination or ruling by any federal agency or any
state with respect to the offer or sale of such
Shares in such State.
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 have 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 in writing 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.
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
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 requested by a governmental
entity or 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 one
hundred twenty (120) 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.
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
Financial Data Services, Inc., a Massachusetts corporation
("BFDS"), 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 BFDS 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 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.
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.
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.
The Gabelli Blue Chip Value Fund
BY: /S/ XXXXX X. XXXXXX
State Street Bank and Trust Company
BY: ___________________
