EXHIBIT 99.2k(i)
REGISTRAR,
TRANSFER AGENCY AND SERVICE AGREEMENT
between
H&Q HEALTHCARE INVESTORS
and
STATE STREET BANK AND TRUST COMPANY
Page
Article 1 Terms of Appointment; Duties of the Bank . . . . . . . . . 1
Article 2 Fees and Expenses . . . . . . . . . . . . . . . . . . . . 2
Article 3 Representations and Warranties of the Bank . . . . . . . . 2
Article 4 Representations and Warranties of the Fund . . . . . . . . 2
Article 5 Indemnification . . . . . . . . . . . . . . . . . . . . . 3
Article 6 Covenants of the Fund and the Bank . . . . . . . . . . . . 5
Article 7 Termination of Agreement . . . . . . . . . . . . . . . . . 5
Article 8 Assignment . . . . . . . . . . . . . . . . . . . . . . . . 5
Article 9 Amendment. . . . . . . . . . . . . . . . . . . . . . . . . 6
Article 10 Massachusetts Law to Apply . . . . . . . . . . . . . . . . 6
Article 11 Merger of Agreement . . . . . . . . . . . . . . . . . . . 6
REGISTRAR, TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the 21st day of April 1987, by and between H&Q
HEALTHCARE INVESTORS, a Massachusetts business trust, having its principal
office and place of business at 00 Xxxxx Xxxxx, Xxxxxx Xxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000-0000, (the "Fund"), and STATE STREET BANK AND TRUST COMPANY,
a Massachusetts corporation 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
beneficial interest ("Shares"), dividend disbursing agent and agent in
connection with any dividend reinvestment 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
and hold such Shares in the appropriate
Shareholder account, or in the case of
certificated Shares, provide for delivery and
authentication of such Shares;
(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; and
(iv) act as agent for Shareholders pursuant to the
dividend reinvestment 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 A hereto.
(b) In addition to and not in lieu 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 procedures
in effect as at 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,
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receiving and tabulating proxies and mailing
Shareholder reports to current Shareholders,
withholding taxes on U.S. resident and non-resident
U.S. and 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, preparing and mailing
confirmation forms and statements of account to
Shareholders for all confirmable transactions in
Shareholder accounts, and providing Shareholder
account information.
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 or advances reasonably
incurred by the Bank for the items set out in the fee schedule attached hereto.
In addition, any other expenses reasonably 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 mailing 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 corporation 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 Massachusetts business trust duly organized and existing
and in good standing under the laws of The Commonwealth of Massachusetts.
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4.02 It is empowered under applicable laws and by its Declaration of
Trust and By-Laws to enter into and perform this Agreement.
4.03 All trust proceedings required by said Declaration of Trust 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.
4.05 A registration statement under the Securities Act of 1933 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 Indemnification
5.01 The Bank shall not be responsible for, and the Fund to the full
extent permitted by law shall indemnify and hold the Bank harmless from and
against, any and all losses, damages, costs, charges, reasonable 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 refusal or failure to comply with the
terms of this Agreement, or which arise out of the
Fund's lack of good faith, negligence or willful
misconduct or 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 and documents
which (i) are received by the Bank or its agents or
subcontractors and furnished to it by or on behalf of
the Fund, and (ii) have been prepared and/or maintained
by the Fund or any other person or firm on behalf of
the Fund.
(d) The reliance on, or the carrying out by the Bank or its
agents or subcontractors of any instructions or
requests of the Fund's representative.
(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.
5.02 The Bank shall indemnify and hold the Fund harmless from and
against any and all losses, damages, costs, charges, reasonable counsel fees,
payments, expenses and liability arising out of or attributable to any action or
failure or omission to act by the Bank as a result of the Bank's lack of good
faith, negligence or willful misconduct.
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5.03 At any time the Bank may apply to any authorized 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 (unless
the loss has been contributed to by the Bank's lack of good faith or willful
misconduct) 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 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 Share 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.
5.04 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.
5.05 Neither party to this Agreement shall be liable to the other party
for consequential damages under any provision of this Agreement or for any act
or failure to act hereunder.
5.06 In order that the indemnification provisions contained in this
Article 5 shall apply, upon the assertion of a claim for which either party may
be required to indemnify the other, the party seeking indemnification shall
promptly notify the other party of such assertion, and shall keep the other
party advised with respect to all developments concerning such claim. The party
who may be required to indemnify shall have the option to participate with the
party seeking indemnification in the defense of such claim. The party seeking
indemnification shall in no case confess any claim or make any compromise in any
case in which the other party may be required to indemnify it except with the
other party's prior written consent.
It is understood that if in any case the Fund may be asked to indemnify
or save the Bank harmless, the Fund shall be fully and promptly advised of all
pertinent facts concerning the situation in question, and it is further
understood that the Bank will identify and notify the Fund promptly concerning
any situation which presents or appears likely to present the probability of
such a claim for indemnification against the Fund. In the event of the Bank's
failure to advise the Fund as required above, however, the Bank shall lose its
right to indemnification hereunder only to the extent that the Fund's interests
are actually prejudiced thereby. The Fund shall have the option to defend the
Bank against any claim which may be the subject of this indemnification, and in
the event that the Fund so elects it will so notify the Bank, and thereupon the
Fund shall take over complete defense of the claim, and the Bank shall in such
situations initiate no further legal or other expenses for which it shall seek
indemnification under this Article 5. The Bank shall in no case confess any
claim or make any compromise in any case in which the Fund will be asked to
indemnify the Bank except with the Fund's prior written consent.
5.07 The indemnification provisions of this Agreement shall survive any
termination of this Agreement.
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Article 6 Covenants of the Fund and the Bank
6.01 The Fund shall promptly furnish to the Bank the following:
(a) A certified copy of the resolution of the Board of
Trustees of the Fund authorizing the appointment of the
Bank and the execution and delivery of this Agreement.
(b) A copy of the Declaration of Trust and By-Laws of the
Fund and all amendments thereto.
6.02 The Bank hereby agrees to establish and maintain facilities and
procedures reasonably acceptable to the Fund for safekeeping of Share
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.
6.03 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.
6.04 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 disclosed to any other person, except as
may be required by law.
6.05 In case 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 7 Termination of Agreement
7.01 This Agreement may be terminated by either party upon one hundred
twenty (120) days written notice to the other.
7.02 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.
Article 8 Assignment
8.01 Except as provided in Section 8.03 below, neither this Agreement
nor any rights or obligations hereunder may be assigned by either party without
the written consent of the other party.
8.02 This Agreement shall inure to the benefit of and be binding upon
the parties and their respective permitted successors and assigns.
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8.03 The Bank may, without further consent on the part of the Fund,
subcontract for the performance hereof with (i) Boston EquiServe LP, a
Massachusetts corporation which is duly registered as a transfer agent pursuant
to Section 17A(c)(1) of the Securities Exchange Act of 1934 ("Section
17A(c)(1)"), or (ii) a Boston EquiServe subsidiary duly registered as a
transfer agent pursuant to Section 17A(c)(1); 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 9 Amendment
9.01 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 Trustees of the Fund.
Article 10 Massachusetts Law to Apply
10.01 This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the Commonwealth of
Massachusetts.
Article 11 Merger of Agreement
11.01 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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf under their seals by and through
their duly authorized officers, as of the day and year first above written.
H&Q HEALTHCARE INVESTORS
BY: /s/ Xxxx X. Xxxx
----------------------------------------
President
ATTEST:
/s/ Xxxxxxxxx X. Xxxxxxx
---------------------------------
Assistant Secretary
STATE STREET BANK AND TRUST COMPANY
BY: /s/ Xxxxxxxx X. Xxxxxx
----------------------------------------
Vice President
ATTEST:
/s/ X.X. Xxxxx
---------------------------------
Assistant Secretary
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EXHIBIT 1
DIVIDEND REINVESTMENT PLAN
Incorporated herein by reference to Exhibit 2(e) to Registrant's
registration statement on Form N-2 (File No. 333-19247), January 3, 1997.
0
XXXXX XXXXXX BANK AND TRUST COMPANY
TRANSFER AGENT and REGISTRAR SERVICES
CLOSED-END FUND FEE AGREEMENT
for
H&Q HEALTHCARE INVESTORS
ONGOING TRANSFER AGENT FEES
$7.00 per shareholder account per annum. Includes the issuance and registration
of the first 5,000 credit certificates in a calendar year. Excess credits beyond
5,000 to be billed at $1.25 each within a calendar year.
For each dividend reinvestment per participant $.75
For each optional cash infusion $.75
ACCOUNT MAINTENANCE SERVICES
o Establishing new accounts
o Preparation and mailing of W-9 solicitation to new accounts without T.I.N.'s
o Address changes
o Processing T.I.N. changes
o Processing routine and non-routine transfers of ownership
o Issuance of credit certificates (see limits)
o Posting debit and credit transactions
o Providing a daily transfer journal of ownership changes
o Responding to written shareholder communications
o Responding to shareholder telephone inquiries; toll-free number
o Placing and releasing stop transfers
o Replacing lost certificates
o Registration of credit certificates (see limits)
Fee Agreement
Page 2
DIVIDEND DISBURSEMENT SERVICES
o Generate and mail twelve dividend checks per annum with one enclosure
o Replace lost dividend checks
o Processing of backup withholding and remittance
0 Preparation and filing of Federal Tax Forms 1099 and 1042
o Preparation and filing of State Tax information as directed
DIVIDEND REINVESTMENT SERVICES PROVIDED
o Processing optional cash investments and acknowledging same
o The reinvestment of dividend proceeds for participants
o Participant withdrawal or sell requests
o Preparation, mailing and filing of Federal Tax Form 1099B for sales
o Preparation and mailing of monthly reinvestment statements
ANNUAL MEETING SERVICES
o Coordination of mailing of proxies, proxy statement, annual report
and business reply envelope (out-of-pocket expenses billed as incurred)
o Providing one set of labels of banks, brokers and nominees for broker search
o Providing an Annual Meeting Record Date list
o Same day tabulation of returned proxies
o Daily reporting of tabulation results
o Interface support during solicitation effort
o Providing one Inspector of Election at Annual Meeting (out-of-pocket travel
expenses billed as cost as incurred)
o Providing an Annual Meeting Final Voted list
ADDRESSING AND MAILING SERVICES
o Preparation for the mailing of three (3) quarterly reports
o Addressing and mailing dividend reinvestment brochures to new shareholders
on a monthly basis, or as agreed
Fee Agreement
Page 3
INFORMATIONAL SERVICES PROVIDED
o One complete statistical report per calendar year
- Shareholders by state
- Shareholders by classification code
- Shareholders by share grouping
TERMS OF FEE AGREEMENT
o Two years from date of execution
o Minimum $1,000. per month
o Escalation Clause - The per account annual fee upon renewal shall be equal
to the current fee increased by the lesser of (i) 6% or, (ii) the percentage
increase in the U.S. Department of Labor nation index of "Cost of Services
Less Rent" for the period current at renewal.
MISCELLANEOUS
o All out-of-pocket expenses such as postage, stationery, etc. will be billed
as incurred.
ADDITIONAL SERVICES
o Services over and above this Fee Schedule will be invoiced in accordance
with our current Schedule of Services or priced by appraisal.
STATE STREET BANK AND TRUST COMPANY
STOCK TRANSFER AGENT FEE AGREEMENT
FOR
H&Q HEALTHCARE INVESTORS
FEE AGREEMENT EFFECTIVE DATES: FROM: 3/01/93 TO: 3/01/95
LENGTH OF FEE AGREEMENT: Two Years
REQUIRED SIGNATURES:
/s/ Xxxxxxx Xxxxx April 5, 1993
----------------------------------- --------------------------
State Street Bank and Trust Company Date
Name: Xxxxxxx X. Xxxxx
Title: Vice President
/s/ Xxxx X. Xxxx March 30, 1993
----------------------------------- ---------------------------
H&Q Healthcare Investors Date
Name: Xxxx X. Xxxx
Title: President
