Exhibit 2(k)(i)
EQUISERVE TRUST COMPANY, N.A.
STOCK TRANSFER AGENT SERVICES AGREEMENT FOR:
XXXXX & STEERS REIT AND UTILITY INCOME FUND, INC.
This Agreement sets forth the terms and conditions under which EquiServe Trust
Company, N.A. (hereinafter referred to as "EquiServe") will serve as sole
Transfer Agent, Registrar, Dividend Disbursement and Dividend Reinvestment Agent
for the XXXXX & STEERS REIT AND UTILITY INCOME FUND, INC. (hereinafter referred
to as "REIT AND UTILITY INCOME FUND ").
A. TERM
The term of this Agreement shall be for a period of three (3) years,
commencing from the effective date of this Agreement, June __, 2003.
B. FEE FOR STANDARD SERVICES
For the standard services as stated in Section C provided by EquiServe
under this Agreement, REIT AND UTILITY INCOME FUND will be charged as
follows:
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$5,000.00 One-Time Project Fee To Establish New Fund
$750.00 Per Month Per Fund
$8.00 Per Open Registered Shareholder Account Per Annum
$5.00 Per Closed Shareholder Account Per Annum
$0.50 Per Participant Dividend Reinvestment or Cash Investment Transaction
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Escalation: This Agreement shall be self renewing for additional three year
term and the fees to be paid under this agreement after the initial three
year term shall be readjusted upon agreement by both parties taking into
account a number of factors, including service mix, volumes and the
accumulated change in the National Employment Cost Index for Service
Producing Industries (Finance, Insurance, Real Estate) for the preceding
years of the contract, as published by the Bureau of Labor Statistics of
the United States Department of Labor. Fees will be increased on this basis
on each successive contract anniversary thereafter.
C. STANDARD SERVICES
EquiServe agrees to provide the following services to REIT AND UTILITY
INCOME FUND in accordance with the standard fee set forth in Section B.
Account Maintenance:
1. Establish New Fund and annual services as Transfer Agent, Registrar,
Dividend Disbursement and Dividend Reinvestment Agent.
2. Maintaining shareholder accounts, including the processing of new
accounts, preparation and mailing W-9 certifications to new accounts
and closing accounts.
3. Posting and acknowledging address changes, tax ID number changes and
W-9 certification, and all other routine file maintenance adjustments.
4. On-line remote access to shareholder and Fund database.
5. Posting all transactions, including routine and non-routine debit and
credit certificates. To include all book or unissued shareholder
transfer activity.
6. Issuance and registration of stock certificates annually.*
7. Researching and responding to all written shareholder and broker
inquiries and phone inquiries.
XXXXX & STEERS REIT AND
UTILITY INCOME FUND, INC.
Page 2
8. Daily Transfer Activity Journals reflecting ownership changes to be
mailed to REIT AND UTILITY INCOME FUND at the close of each week if
required.
9. Processing all New York Window items, mail items and legal transfers.
10. Processing Indemnity Bonds, placing certificate stop transfer orders
and replacing lost certificates.
11. Coding multiple accounts at a single household to suppress duplicate
report mailings.
12. Maintaining closed accounts.
Mailing & Report Production Services:
1. Addressing and mailing four (4) registered shareholder reports or
letters via First Class Mail per annum.
2. Preparing two (2) full or partial shareholder reports (including
Statistical Reports) per annum.
3. Preparing twelve (12) sets of shareholder labels per annum.
4. Abandoned Property Reports provided at $1,000 per report and $3.00 per
respondent.
Annual Meeting Services:
1. Preparing one (1) full stockholder list as of the Annual Meeting
record date.
2. Addressing proxy cards for registered shareholders.
3. Enclosing and mailing proxy cards with proxy statement, annual report
and postage paid return envelope to all registered shareholders.
4. Preparing one (1) set of registered broker labels and one (1) list of
registered brokers for the Broker Search.
5. Receiving, opening and examining returned proxies.
6. Writing in connection with unsigned or improperly executed proxies.
7. Tabulating returned proxies to include an unlimited number of
proposals.
8. Providing summary reports on the Proxy Vote Tabulation status as
requested.
9. Interface with Solicitor appointed by REIT AND UTILITY INCOME FUND.
10. Preparing one (1) final Annual Meeting list reflecting how each
account has voted on each proposal.
11. Attending the Annual Meeting as Inspector of Election.
12. Respondent Bank Services to include:
--Processing each respondent bank omnibus proxy received.
--Mailing respondent bank search cards.
XXXXX & STEERS REIT AND
UTILITY INCOME FUND, INC
Page 3
Note: all out-of-pocket expenses including overprinting proxy cards, card stock,
envelopes, postage and telecopy charges will be billed as incurred.
Dividend Disbursement Services:
As Dividend Disbursing and Paying Agent, EquiServe will perform the
dividend related services listed, pursuant to the following terms and
conditions:
* All funds must be received by 11:00 a.m. Eastern Time on the Mail Date
via Federal Funds Wire or EquiServe Bank Demand Deposit account debit.
1. Preparing and mailing monthly dividend checks with an additional
enclosure.
2. Providing Automated Clearinghouse Funds (ACH) services.
3. Replacing lost dividend checks.
4. Providing photocopies of cashed dividend checks if requested.
5. Processing and record keeping of accumulated uncashed dividends.
6. Reconciling paid and outstanding dividend checks.
7. Coding RPO/SAUK accounts to suppress mailing dividend checks to
undeliverable addresses.
8. Effecting wire transfer of funds to Depository Trust Company on
payable date.
9. Preparing and filing Federal Information Returns (Form 1099-DIV) of
dividends paid during the year and mailing Forms 1099-DIV to each
shareholder.
10. Preparing and filing State Information Returns of dividends paid
during the year to shareholders resident within such State in
accordance with current State Filing regulations.
11. Preparing and filing annual withholding return (Form 1042) and
payments to the government of income taxes withheld from Non-resident
Aliens and mailing Forms 1042 to each foreign shareholder.
12. Performing the following duties as required by the Interest and
Dividend Tax Compliance Act of 1983:
* Withholding tax from shareholder accounts not in compliance
with the provisions of the Act.
* Reconciling and reporting taxes withheld, including additional
1099 reporting requirements, to the Internal Revenue Service.
* Responding to shareholders regarding the regulations.
* Mailing to new accounts which have had taxes withheld, to
inform them of procedures to be followed to cease future back-up
withholding.
* Annual mailing to pre-1984 accounts for which Tax
Identification Numbers (TIN) have not yet been certified.
* Performing shareholder file adjustments to reflect TIN
certifications.
Note: Depository Wire charges required to fund dividend payments will be billed
to REIT AND UTILITY INCOME FUND as an expense.
XXXXX & STEERS REIT AND
UTILITY INCOME FUND, INC
Page 4
Dividend Reinvestment Services:
1. As Administrator for the Open Market and/or Original Issue Dividend
Reinvestment Plans ("DRP"), EquiServe will perform the listed DRP
related services:
2. Reinvestment and/or optional cash investment transactions of DRP
participants.*
3. Processing DTC monthly reinvestments at $250 per investment.
4. Preparing and mailing a year-to-date dividend reinvestment statement
with an additional enclosure to DRP participants upon completion of
each reinvestment.
5. Preparing and mailing a year-to-date optional cash investment
statement to participants upon the completion of each investment.
6. Maintaining DRP accounts and establishing new DRP accounts.
7. Processing sale/termination requests. *
8. Processing withdrawal requests.
9. Providing REIT AND UTILITY INCOME FUND with a Dividend Reinvestment
Investment Summary Report for each reinvestment and/or optional cash
investment.
10. Providing Safekeeping for DRP participant stock certificates.
11. Researching and responding to shareholder inquiries regarding the
Plan.
12. Preparing and mailing Forms 1099 and Forms 1042 to DRP participants
and completing related filings with the IRS.
13. Preparing, mailing and filing Form 1099B relating to DRP sales.
D. LIMITATIONS
The fees as stated in Section B include:
* The issuance and registration of 500 stock certificates per
annum. Excess to be billed at $1.50 per stock certificate.
* ACH $250 per investment, per fund.
* DRP redemptions (sales or withdrawals) to be billed at $15.00
each.
* $25.00 per Stock Conversion (Class B into Class A), if
applicable
XXXXX & STEERS REIT AND
UTILITY INCOME FUND, INC
Page 5
E. SERVICES NOT COVERED
Items not included in the fees set forth in this Agreement for "Standard
Services" Section B such as payment of stock dividends or splits or any
other services associated with a special project will be billed separately
on an appraisal basis.
Services required by legislation or regulatory fiat which become effective
after the date of this Agreement shall not be a part of the Standard
Services and shall be billed by appraisal.
All out-of-pocket expenses such as telephone line charges associated with
toll free telephone calls, overprinting, insurance, stationary, envelopes,
telecopy charges, excess material storage and disposal will be billed to
REIT AND UTILITY INCOME FUND as incurred.
F. OTHER TERMS & CONDITIONS
Good funds to cover postage expenses in relation to the mailing of Annual
Meeting materials to EquiServe by 1:00 p.m. Eastern Time on the scheduled
mailing date.
Overtime charges will be assessed in the event material is delivered late
for shareholder mailings unless the mail date is rescheduled to a later
date. Such material includes, but is not limited to: proxy statements,
annual, semi and quarterly reports, dividend enclosures and news releases.
Receipt of material for mailing to shareholders must be received three (3)
full business days in advance of the scheduled mail date.
G. BILLING DEFINITION OF ACCOUNT MAINTENANCE
For billing purposes, number of accounts will be based on open accounts on
file at the beginning of each billing period, plus any new accounts added
during the billing period.
H. TERMINATION
This Agreement may be terminated by either party upon sixty (60) days
written notice to the other. However, EquiServe may terminate this
Agreement upon written notice to REIT AND UTILITY INCOME FUND if REIT AND
UTILITY INCOME FUND has breached its obligation as described in Section I
set forth below by failing to make payment of invoices for a period of
three (3) consecutive months and REIT AND UTILITY INCOME FUND has failed to
cure such breach within five (5) business days of receipt of such notice.
Should REIT AND UTILITY INCOME FUND or EquiServe exercise its right to
terminate this Agreement, all reasonable out-of-pocket expenses associated
with the transfer of records and material will be borne by REIT AND UTILITY
INCOME FUND. Out-of-pocket expenses may if required, include costs
associated with any year-end Federal and/or State tax reporting
responsibilities.
I. PAYMENT FOR SERVICES
It is agreed that invoices will be rendered and payable on a monthly basis.
Each billing period will, therefore, be for a one (1) month duration. REIT
AND UTILITY INCOME FUND agrees to pay all fees and reimbursable expenses
within thirty (30) days following the receipt of the respective billing
invoice. Interest charges may begin to accrue on unpaid balances for more
than forty-five (45) days.
XXXXX & STEERS REIT AND
UTILITY INCOME FUND,INC.
Page 6
J. NON-ASSIGNABILITY
This Agreement, and duties, obligations and services to be provided herein,
may not be assigned or otherwise transferred without prior written consent
of REIT AND UTILITY INCOME FUND.
K. CONFIDENTIALITY
The information contained in this Agreement is confidential and proprietary
in nature. By receiving this Agreement, both parties agree that none of its
directors, officers, employees, or agents without the prior written consent
of the other party will divulge, furnish or make accessible to any third
party, except as permitted by the next sentence, any part of this Agreement
or information in connection therewith which has been or may be made
available to it. In this regard, both parties agree that they will limit
their access to the Agreement and such information to only those officers
and employees with responsibilities for analyzing the Agreement and to such
independent consultants hired expressly for the purpose of assisting in
such analysis. In addition, both parties agree that any persons to whom
such information is properly disclosed shall be informed on the
confidential nature of the Agreement and the information relating thereto,
and shall be directed to treat the same appropriately.
L. CONTRACT ACCEPTANCE
In witness whereof, the parties hereto have caused this Agreement to be
executed by their respective officers, hereunto duly agreed and authorized,
as of the effective date of this Agreement.
EQUISERVE TRUST COMPANY, X.X. XXXXX & STEERS REIT AND UTILITY
INCOME FUND, INC
By: By:
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Name: Name:
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Title: Title:
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Date: Date:
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Exhibit A
Out of Pocket Expenses
Out of pocket expenses associated with, but not limited to, the following are
not included in the fees quoted in this Fee and service agreement and are
billable as incurred.
Postage (Outgoing and Business Reply)
Envelopes
Labels
Forms and Stationery
Record Retention
Insurance Premiums (Mailing certificates)
Delivery and Freight charges (including overnight delivery; Airborne Express,
FedEx, etc.)
Typesetting (proxy cards, due diligence mailings, etc.)
Printing (proxy cards, etc.)
Destruction of excess/obsolete material
DTC trade transactions expenses (Treasury buybacks, etc.)
Custody Settlement charges
Toll free telephone usage and line expenses
Lost Shareholder Program database search
Please Note:
Other out of pocket expenses could be incurred depending on the services
utilized.
Good funds to cover postage expenses in excess of $5,000 for shareholder
mailings must be received in full by 12:00 p.m. Eastern Time on the scheduled
mailing date. Postage expenses less than $5,000 will be billed as incurred.
SKU numbers are required on all material received for mailing. A special
handling fee of $10.00 per box will be assessed for all material not marked with
a SKU number. Such material includes, but is not limited to: proxy statements,
annual and quarterly reports, and news releases. Overtime charges will be
assessed in the event of late delivery of material for mailings to shareholders
unless the mail date is rescheduled.
