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EXHIBIT (k)(3)
AGREEMENT FOR STOCK TRANSFER SERVICES
between
COLONIAL HIGH INCOME MUNICIPAL TRUST
and
THE FIRST NATIONAL BANK OF BOSTON
This Agreement sets forth the terms and conditions under which The
First National Bank of Boston ("Bank of Boston") will serve as Sole Transfer
Agent and Registrar for the Common Stock of Colonial High Income Municipal Trust
(hereinafter referred to as Colonial High Income).
A. TERM
The term of this Agreement shall be for a period of three (3)
years, commencing from the effective date of this Agreement, May 1, 1990.
B. FEE FOR STANDARD SERVICES
For the standard services as stated in Section C provided by Bank
of Boston under this Agreement, Colonial High Income will be charged as follows:
$ 9.05 Per Account, Per Annum
The per account fee, as stated hereinabove, is to be adjusted
annually by the Employment Cost Index. (See Section J, Employment
Cost Index Adjustment).
C. STANDARD SERVICES
Bank of Boston agrees to provide the following services to
Colonial High Income in accordance with the standard fee set forth in Section B
hereinabove.
ACCOUNT MAINTENANCE:
1. Annual Administrative Services as Transfer Agent
2. Annual Administrative Services as ▇▇▇▇▇▇▇▇▇
▇. Maintaining shareholder accounts, including processing of
new accounts
4. Posting and acknowledging address changes and processing
other routine file maintenance adjustments
5. Posting all transactions, including debit and credit
certificates to the stockholder file
6. Researching and responding to all stockholder inquiries
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CERTIFICATE ISSUANCE:
7. Certificate issuance, cancellation and registration*
8. Daily Transfer Reports
9. Processing window items, mail items and all legal transfers
10. Combining certificates into large denominations
11. Processing Indemnity Bonds and replacing lost certificates
12. Maintaining stop-transfers, including the placing and
removing of same
MAILING, REPORTING AND MISCELLANEOUS SERVICES:
13. Addressing and enclosing quarterly reports, three (3) per
annum
14. Preparing a full statistical report to reflect shareholder
base by geographic residence code, class code, and share
group, one (1) per annum
15. Coding "multiple" accounts at a single household to suppress
mailing of reports to same
ANNUAL MEETING SERVICES:
16. Preparing a full stockholder list as of the Annual Meeting
Record Date
17. Addressing proxy cards
18. Enclosing proxy card along with notice and statement, return
envelope and Annual Report ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇. Receiving, opening and examining returned proxies
20. Writing in connection with unsigned or improperly executed
proxies
21. Providing summary reports on status of tabulation on a
daily basis
22. Responding to inquiries as to whether specific accounts have
yet voted
23. Tabulating returned proxies to include two (2) proposals,
excess to be billed at $0.03 per account, per proposal
24. Preparing a final Annual Meeting list reflecting how each
account has voted on each proposal
ABANDONED PROPERTY REPORTING SERVICES:
25. Preparing an Abandoned Property Report, one (1) per annum
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DIVIDEND SERVICES:
As Dividend Disbursing Agent and Paying Agent (checks to be drawn
on The First National Bank of Boston and funds immediately available in-house on
payable date), we will perform the following dividend related services:
26. Preparing and mailing monthly dividends (check includes address-change
feature) with an enclosure with each dividend check
27. Preparing and filing Federal Information Returns (Form 1099) of dividends
paid in a year and mailing a statement to each stockholder
28. Preparing and filing State Information Returns of dividends paid in a year
to stockholders resident within such state
29. Preparing and filing annual withholding return and payments to government
of income taxes withheld from non-resident aliens (Form 1042)
30. Replacing lost dividend checks
31. Providing photocopies of cancelled checks when requested
32. Reconciling paid and outstanding checks
33. Coding "undeliverable" accounts to suppress mailing dividend checks to same
34. Processing and recordkeeping of accumulated uncashed dividends
35. Furnishing requested dividend information to stockholders
36. 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 shareholder inquiries regarding the Regulations
- Mailing to new accounts who have had taxes withheld, to inform them of
procedures to be followed to curtail subsequent back-up withholding
- Annual mailing to pre-1984 accounts which have not yet been certified
- Performing shareholder file adjustments to reflect certification of accounts
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DIVIDEND REINVESTMENT SERVICES:
As Administrator of your Open Market or Original Issue Dividend
Reinvestment Plan (DRP), Bank of Boston would perform the following DRP related
services:
37. Reinvestment and/or cash investment transactions of Dividend
Reinvestment Plan participant accounts*
38. Preparing and mailing dividend reinvestment detailed statement with an
additional enclosure to each Dividend Reinvestment Plan participant
39. Preparing and mailing cash investment detailed statement with an additional
enclosure to each Dividend Reinvestment Plan participant
40. Maintaining DRP accounts and establishing new participant accounts
41. Processing termination requests
42. Processing withdrawal requests
43. Supplying summary reports for each reinvestment/investment to Colonial High
Income
44. Certificate depository
45. Handling shareholder inquiries concerning the Plan
46. Preparation and mailing of Form 1099 to participants and related filings
with the IRS
D. * LIMITATIONS, EXCLUSIONS AND ADDITIONAL FEES
The fee as stated in Section B includes:
47. The issuance and registration of five thousand (5,000) certificates per
annum, excess will be billed at $1.60 each.
48. A total of twenty four thousand (24,000) DRP transactions (a transaction is
defined as a dividend reinvestment, cash investment, withdrawal or
redemption), per annum; excess will be billed at $1.00 each.
The fee as stated in Section B excludes the following fees associated with
Respondent Bank processing:
Respondent Bank Administration Fee $250.00
For each Respondent Bank Omnibus Proxy received $ 50.00
For each Respondent Bank Search Card mailed $ 5.00
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E. ITEMS NOT COVERED
Items not included in the fees set forth in this Agreement for "Standard
Services" such as payment of a stock dividend or any services associated with a
special project are to 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 coverages associated
with (800) Toll-Free telephone calls, postage, insurance, stationery, etc.
will be billed as incurred.
F. BILLING DEFINITION OF ACCOUNT MAINTENANCE
For billing purposes, number of accounts will be based on open accounts on
file at beginning of each billing period, plus new accounts added during that
period.
G. TERMINATION
This Agreement is terminable by 30 days written notice by either party. If
this Agreement, is terminated there will be a termination charge equivalent to
those fees and expenses covering the coordination of Bank of Boston's
termination process and the transfer of Colonial High Income's records to the
successor Stock Transfer Agent.
H. PAYMENT FOR SERVICES
It is agreed that invoices will be rendered and payable on a monthly
basis. Each billing period will, therefore, be of one-month duration.
I. NON-ASSIGNABILITY
This Agreement, and the duties, obligations and services to be provided
herein, may not be assigned or otherwise transferred without the prior written
consent of Colonial High Income.
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J. EMPLOYMENT COST INDEX ADJUSTMENT
An Employment Cost Index Rate analysis will be performed annually by Bank
of Boston at the contract's anniversary date and the per account fee will be
adjusted accordingly.
K. CONFIDENTIALITY
The information contained in this Agreement is confidential and
proprietary in nature. By receiving this Agreement, Colonial High Income agrees
that none of its directors, officers, employees, or agents without the prior
written consent of the Bank, 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 connection, Colonial High Income agrees that it will
limit access to the Agreement and such information to only those officers or
employees with responsibilities for analyzing the Agreement and to such
independent consultants hired expressly for the purpose of assisting in such
analysis. In addition, Colonial High Income agrees that any persons to whom such
information is properly disclosed shall be informed of the confidential nature
of the Agreement and the information relating thereto, and shall be directed to
treat the same appropriately.
ACCEPTED AND AGREED AS OF THE 1st DAY OF May 1990.
THE FIRST NATIONAL BANK OF BOSTON COLONIAL HIGH INCOME MUNICIPAL TRUST
BY: BY:
TITLE: VICE PRESIDENT TITLE: SENIOR VICE PRESIDENT
DATE: May 14, 1990 DATE: May 23, 1990
