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EXHIBIT (k)(2)
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XXXXX XXXXXX BANK & TRUST COMPANY
STOCK TRANSFER AGENT SERVICES AGREEMENT FOR:
THE XXXXX TOTAL RETURN FUND, INC.
This Agreement sets forth the terms and conditions under which State Street Bank
& Trust Company (hereinafter referred to as "State Street") will serve as sole
Transfer Agent, Registrar, Dividend Disbursement and Dividend Reinvestment Agent
for the Common Stock of The Xxxxx Total Return Fund, Inc. closed end mutual fund
(hereinafter referred to as "Xxxxx").
A. TERM
The term of this Agreement shall be for a period of three (3) years,
commencing from the effective date of this Agreement, September 1,
1997.
B. FEE FOR STANDARD SERVICES
For the standard services as stated in Section C provided by State
Street under this Agreement, Xxxxx will be charged as follows:
$12,550 MONTHLY ADMINISTRATIVE FEE
ESCALATION: This Agreement shall be self renewing, and providing that
service mix and volumes remain constant, the final year's fees listed
under the Fee for Standard Services section shall be increased by 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.
OPEN ACCOUNTS: the terms of this Agreement will cover up to 14,000 Open
Accounts per annum. Excess to be billed at $5.00 per Open Account.
C. STANDARD SERVICES
State Street agrees to provide the following services to Xxxxx in
accordance with the standard fee set forth in Section B.
ACCOUNT MAINTENANCE:
1. 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.
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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.
8. Daily Transfer Activity Journals reflecting ownership changes
to be mailed to Xxxxx 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.
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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 Xxxxx.
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.
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, State Street will perform the
dividend related services listed, pursuant to the following terms and
conditions:
* All funds must be received by 1:00 p.m. Eastern Time on Payable Date
or Mail Date via Federal Funds Wire or State Street 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 photo copies 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.
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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 Xxxxx as an expense.
DIVIDEND REINVESTMENT SERVICES:
1. As Administrator for the Open Market and/or Original Issue
Dividend Reinvestment Plans ("DRP"), State Street 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 monthly 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 Xxxxx with a Dividend Reinvestment Investment
Summary Report for each reinvestment and/or optional cash
investment.
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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 4,000 stock certificates
per annum. Excess to be billed at $1.50 per stock certificate.
* A total of 142,000 DRP transactions (defined as a dividend
reinvestment and/or cash investment), per annum. Excess to be
billed at $1.25 each.
* A total of 3,500 DRP redemptions (sales or withdrawals) per
annum. Excess to be billed at $5.00 each.
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 Xxxxx as incurred.
F. OTHER TERMS & CONDITIONS
GOOD FUNDS TO COVER POSTAGE EXPENSES IN RELATION TO THE MAILING OF
ANNUAL MEETING MATERIALS BY STATE STREET 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.
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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, State Street may terminate this
Agreement upon written notice to Xxxxx if Xxxxx 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
Xxxxx has failed to cure such breach within five (5) business days of
receipt of such notice.
Should Xxxxx or State Street exercise its right to terminate this
Agreement, all out-of-pocket expenses associated with the transfer of
records and material will be borne by Xxxxx. 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. Xxxxx 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.
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 Xxxxx.
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.
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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.
STATE STREET BANK THE XXXXX TOTAL RETURN
& TRUST COMPANY FUND, INC.
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxxx Xxxxx
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Title : Vice President Title : Vice President
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Date: June 19, 1997 Date : June 10, 1997
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