EXHIBIT K.1
STOCK TRANSFER AGENCY AGREEMENT
This STOCK TRANSFER AGENCY AGREEMENT (the "Agreement"), effective as of
DECEMBER 12, 2003 (the "Effective Date"), is between Tortoise Energy
Infrastructure Corporation (the "Company"), a Maryland corporation, with its
principal office at 00000 Xxxxxx Xxxxxxxxx, Xxxxxxxx Xxxx Xxxxxx, and
Computershare Investor Services, LLC ("Computershare"), a Delaware limited
liability company, with its principal office at Xxx Xxxxx XxXxxxx Xxxxxx,
Xxxxxxx, Xxxxxxxx.
WHEREAS, the Company desires to enter into an agreement with
Computershare to provide transfer agent, registrar and other administrative
services as set forth in this Agreement and the Schedules and Exhibits attached
hereto; and
WHEREAS, Computershare desires to provide such services to the Company;
NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties agree as follows:
1. DEFINITIONS
(a) Whenever used in this Agreement, the following words and phrases
shall have the following meanings:
(i) "Affiliate" means, with respect to any party to this Agreement, any
other person or entity that, directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common control with,
such party. As used herein, "control" means the direct or indirect ownership of
fifty percent (50%) or more of the outstanding capital stock or other equity
interests having ordinary voting power.
(ii) "Board" means the Board of Directors of the Company, and where a
committee thereof is authorized to take action on behalf of the Board, it shall
also mean such committee.
(iii) "Business Day" means any day other than a Saturday, a Sunday, or
a day on which the New York Stock Exchange is authorized or obligated by law or
executive order to close.
(iv) "Officer" means the Company's President, Senior Vice Presidents,
Vice Presidents, Secretary, Assistant Secretary, Treasurer and Assistant
Treasurer, or any other employee of the Company duly authorized (which
authorization shall be certified by the Company's Secretary) to execute any
certificate, instruction, notice or other instrument on behalf of the Company.
(v) "Out-of-Pocket Expense" means any expense reasonably incurred by
Computershare pursuant to this Agreement, including but not limited to the items
listed in Schedule B, attached.
(vi) "Shares" mean any or all of each class of the shares of capital
stock of the Company which from time-to-time are authorized or issued by the
Company and identified in a Certificate of the Secretary of the Company.
2. APPOINTMENT OF COMPUTERSHARE
(a) The Company hereby appoints Computershare to perform the services
described herein and in the Schedule A attached hereto (the "Services"), and
Computershare hereby accepts such
appointment and agrees to perform the Services on a non-exclusive basis in
accordance with the terms hereinafter set forth.
(b) The initial term of this Agreement shall commence as of the
Effective Date, and shall end on the day that is 1 year from the Effective Date,
unless otherwise terminated in accordance with this Agreement (the "Initial
Term"). Following the Initial Term, this Agreement shall automatically renew for
additional 1 year periods (each a "Renewal Term"), unless either party provides
written notice to the other party not less than sixty (60) days prior to the
expiration of such period of its election not to renew the Agreement.
(c) The Company shall pay Computershare for the Services in accordance
with the fees set forth on Schedule B (the "Fees"). The Company agrees that,
upon notice to the Company, the Fees may be modified from time to time;
provided, however, that such Fees shall not be modified during the first year of
this Agreement.
(d) The Company shall deliver immediately to Computershare the
following documents, each of which shall be certified by the Company's Secretary
or Assistant Secretary:
(i) A Board resolution in the form attached as Exhibit I in
which the Company appoints Computershare to serve in the designated
capacity;
(ii) A Corporate Information Schedule in the form attached as
Exhibit II and any amendments thereof;
(iii) A copy of the Company's Articles of Incorporation,
by-laws and any amendments thereto;
(iv) A list of the Officers authorized to provide instructions
to Computershare, with specimen signatures of such Officers and any
amendments thereto;
(v) Specimen certificate text for each class of Shares and
high resolution graphic files of the company seal and each officer's
signature on the stock certificate;
(vi) Any final listing application for additional amounts of
listed securities;
(vii) Any registration statement relating to the Company's
securities; and
(viii) Any other information reasonably requested from time to
time.
(e) Computershare shall adopt as part of its records all lists of
holders of record of the Company's Shares, books, documents, and records that
have been employed by any former agent of the Company for the maintenance of the
ledgers for the Shares; provided, however, such ledger is certified as
authentic, complete and correct by an Officer or the Company's former transfer
agent. Such records shall include, among other things, a complete list of
certificates upon which stop transfer orders have been placed, the name and
address of each shareholder of record of such certificate, the number of shares
held by each such shareholder and the date of issuance of each such certificate.
(f) The Company shall promptly notify Computershare in writing as to:
(i) the existence or termination of any restrictions on the
transfer of any Shares;
(ii) the application or removal of a legend restricting the
transfer of any certificate;
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(iii) the substitution of a Share certificate without such
legend with a Share certificate bearing a legend restricting such
Share's transfer;
(iv) any authorized but unissued Shares reserved for specific
purposes;
(v) outstanding shares that are exchangeable for Shares and
the basis for exchange;
(vi) instructions regarding, among other things, dividends for
foreign holders; and
(vii) the requirement for a stop transfer order to attach to
any Shares or for any other notation or transfer restriction to attach
to any Shares.
3. ISSUANCE AND TRANSFER OF SHARES
(a) Except where a stop transfer order has been entered for an account,
Computershare shall transfer, pursuant to its normal operating procedures,
Shares upon: (i) the presentation to Computershare of Share certificates
properly endorsed for transfer if such shares are in certificate form; or (ii)
upon the presentation to Computershare of stock transfer instructions properly
endorsed if Shares are in uncertificated form. Such endorsed Shares and transfer
instructions shall be accompanied by such documents as are reasonably necessary
to evidence the authority of the person making the transfer, and bearing
satisfactory evidence of the payment of applicable stock transfer taxes and
subject to such additional requirements as may be required by Computershare from
time to time. With respect to any transfer, Computershare will require a
medallion guarantee of signature by a bank, trust company or other financial
institution that is a qualified member of the Medallion Guarantee Program.
Computershare may refuse to transfer Shares until it is satisfied that the
requested transfer is legally authorized, and Computershare shall incur no
liability for its refusal in good faith to make transfers that Computershare, in
its sole judgment, deems improper, unauthorized, or not in compliance with its
procedures.
(b) With respect to Shares in certificate form, certificates
representing Shares that are subject to restrictions on transfer (e.g.,
securities acquired pursuant to an investment representation, securities held by
controlling persons and securities subject to stockholders' agreements) shall be
stamped with a legend describing the extent and conditions of the restrictions
or referring to the source of such restrictions. With respect to any proposed
transfer of control or exempt securities, Computershare may request a legal
opinion from the Company's counsel, which legal opinion shall be satisfactory to
Computershare in its sole discretion, and Computershare assumes no
responsibility with respect to the transfer of restricted securities in
accordance with such opinion.
(c) Computershare is hereby authorized and directed to issue and
register, without notice or approval by the Company, new Share certificates to
replace certificates reported lost, stolen, mutilated or destroyed, upon
compliance with Computershare's policies, which includes receipt by
Computershare of: (i) an affidavit of non-receipt; and (ii) an open penalty bond
of indemnity in a form and substance and from a surety company satisfactory to
Computershare. In each such case, the shareholder shall be solely responsible
for the payment of any premium.
(d) In the event that a certificate is, for any reason, in the
possession of Computershare and has not been claimed by the registered holder or
cannot be delivered to the registered holder through customary channels,
Computershare shall continue to hold such certificate for the registered holder
subject to applicable abandoned property regulations or other laws.
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(e) Computershare shall not be responsible for the payment of any
original issue or other taxes, fees or imposts required to be paid by the
Company or a purchaser of Shares in connection with the issuance or purchase of
any Shares.
4. DIVIDENDS AND DISTRIBUTIONS
(a) In the event that the Company pays dividends to shareholders, the
Company and Computershare (through its Affiliate, Computershare Trust Co.,
Inc.), shall proceed as follows and in accordance with Schedule A:
(i) The Company shall furnish to Computershare a copy of a
Board resolution setting forth the following: (A) the date of the
declaration of a dividend or distribution; (B) the date of dividend
accrual or payment; (C) the record date for the determination as of
which shareholders shall be entitled to payment, or accrual; and (D)
the amount per Share of such dividend or distribution.
(ii) Computershare shall not be liable for any improper
payment made in accordance with a certificate, resolution or
instruction of the Company or shareholder. Furthermore, Computershare
shall in no way be responsible for the determination of the rate or
form of dividends or distributions due to the shareholders.
(iii) At its sole discretion, Computershare is authorized to
stop payment of any dividend payment check it issues when such check
has not been presented for payment and the payee notifies Computershare
that such check has not been received, has been lost, stolen or
destroyed, or is unavailable to the payee for any other cause beyond
his control. In such instances, Computershare is authorized to debit
the Company's checking account to replace a replacement check.
5. LIMITATION OF LIABILITY/CONCERNING COMPUTERSHARE
(a) The Company agrees that Computershare shall not be liable for any
action taken or omitted to be taken in connection with this Agreement, except
that Computershare shall be liable for direct losses incurred by the Company
arising out of Computershare's gross negligence or willful misconduct. Any
liability of Computershare shall be limited to the amount of fees paid by the
Company to Computershare in the preceding thirty six (36) months for the
Services, it being understood that the Services could not be provided to the
Company by Computershare at the prices set forth herein without the foregoing
liability limitation. The parties hereto agree that, in light of the unique
characteristics of each instance in which Services are to be performed,
Computershare makes no representation or warranty that any of the Services shall
be performed at any set time or under any deadline, and Computershare shall not
be liable for any change in the market value of any security at any time. Under
no circumstances shall either party be liable for any special, indirect,
incidental, punitive or consequential loss or damage of any kind whatsoever
(including, but not limited to, lost profits), even if such party has been
advised of the possibility of such loss or damage.
(b) Notwithstanding anything to the contrary, Computershare shall not
be liable in connection with:
(i) The legality of the issue, sale or transfer of any Shares,
the sufficiency of the amount to be received in connection therewith,
or the authority of the Company to request such issuance, sale or
transfer;
(ii) The legality of the purchase of any Shares, the
sufficiency of the amount to be paid in connection therewith, or the
authority of the Company to request such purchase;
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(iii) The legality of the declaration of any dividend by the
Company, or the legality of the issue of any Shares in payment of any
stock dividend;
(iv) The legality of any recapitalization or readjustment of
the Shares;
(v) Acting upon any oral instruction, writing or document
reasonably believed by Computershare to be genuine and to have been
given, signed or made by an Officer; and
(vi) Processing Share certificates that it reasonably believes
bear the proper manual or facsimile signatures of an Officer and the
proper counter-signature of Computershare or the prior transfer agent
or registrar.
(c) In providing Services under this Agreement, Computershare may rely
upon any listing applications, letters, or other written instruments executed by
an Officer and directed to the Exchange and upon any opinions submitted to the
Exchange by counsel for the Company as though such letters, instruments, or
opinions had been addressed or submitted to Computershare itself, and with the
same rights of indemnification set forth in Section 7 hereof.
(d) At any time, Computershare may apply to the Company for oral or
written instructions with respect to any matter arising in connection with the
provision of the Services and Computershare's duties and obligations under this
Agreement. Computershare shall not be liable for any action taken or omitted to
be taken by Computershare in good faith in accordance with such instructions.
(e) Computershare shall maintain: (i) a record of all Share ownership
by the Company's shareholders of record; (ii) a record of all Share
transactions, including all issuances of Shares, transfers, and Share
replacements, performed by Computershare (iii) a record of all dividend
activity; (iv) a record of restrictions on any Shares of which it has been
informed; and (v) a record of all other matters relating to the services
provided by Computershare hereunder. At the Company's expense, Computershare
shall maintain on the Company's behalf, for safekeeping or disposition by the
Company in accordance with law, such records, papers, Share certificates that
have been canceled in transfer or exchange, and other documents accumulated in
the execution of its duties hereunder. Computershare may, in its discretion,
return canceled Share certificates to the Company and the Company shall be
obligated to retain the certificates as required by law. The records maintained
by Computershare pursuant to this paragraph shall be considered to be the
property of the Company and shall be made available during normal business hours
upon three (3) business days notice to Computershare by an Officer.
(f) Computershare shall use its reasonable efforts to safeguard the
inventory of blank stock certificates maintained by Computershare and shall
maintain insurance coverage protecting Computershare and its clients against
foreseeable losses, costs and expenses arising out of the loss or theft of any
such certificates.
(g) In the event of any Officer that shall have signed manually or
whose facsimile signature shall have been affixed to blank Share certificates
dies, resigns or removed prior to issuance of such Share certificates, unless
otherwise instructed by the Company, Computershare may issue such Share
certificates as the Share certificates of the Company notwithstanding such
death, resignation or removal, and the Company shall promptly deliver to
Computershare such approvals, adoptions or ratification as may be required by
law.
6. TERMINATION
(a) Upon providing written notice, either party may immediately
terminate this agreement upon the occurrence of any of the following: (i) any
breach of any material provision of this Agreement
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and, where the breach is capable of remedy, failure to remedy the breach within
thirty (30) days after receiving written notice of such breach; (ii) any breach
of any material provision of this agreement that is not capable of remedy; (iii)
any party: (A) files a petition or otherwise commences, authorizes or acquiesces
in the commencement of a proceeding or cause of action under any bankruptcy,
insolvency, reorganization or similar law, or has any such petition filed or
commenced against it; (B) makes any assignment or general arrangement for the
benefit of creditors; or (C) has a liquidator, administrator, receive, trustee,
conservator or similar official appointed with respect to it or any substantial
portion of its property or assets; or (iv) any failure to make, when due, any
payment required to be made under the Agreement if such failure is not remedied
within thirty (30) Business Days after written notice.
7. INDEMNIFICATION
(a) The Company agrees to defend, indemnify and hold harmless
Computershare and its Affiliates and each of their directors, officers,
employees, attorneys and agents (collectively, the "Indemnified Parties"), from
and against all demands, claims, liabilities, losses, damages, settlements,
awards, judgments, fines, penalties, costs or expenses (including, without
limitation, reasonable attorneys' fees) (collectively, "Losses") incurred by
Computershare as a result (directly or indirectly) of or relating to: (i)
Computershare's acceptance of this Agreement or provision of Services under this
Agreement; (ii) any actions taken or not taken by any former agent of the
Company; and (iii) the validity of stock issued by the Company, unless finally
determined by a court of competent jurisdiction that such Losses have resulted
directly from the gross negligence or willful misconduct of such Indemnified
Party.
(b) This Section 7 shall survive the termination of this Agreement or
the removal or resignation of Computershare hereunder.
8. REPRESENTATIONS AND WARRANTIES.
(a) The Company represents and warrants that: (i) it has full power,
authority and capacity to execute and deliver this Agreement and perform its
obligations hereunder, and that this Agreement constitutes a legal, valid and
binding obligation of the Company, enforceable against the Company in accordance
with its terms, except as enforcement may be limited by bankruptcy, insolvency,
moratorium or other laws affecting the enforcement of creditors' rights
generally; and (ii) the Company is, and shall remain, in compliance with the
rules and regulations of the securities exchange or market upon which its Shares
are listed (the "Exchange") for the listing of additional shares sufficiently in
advance to permit Computershare, upon receipt of such authorizations as may be
required by the Exchange, to execute timely issuance and delivery as transfer
agent and as registrar of certificates representing such additional shares.
(b) Computershare represents and warrants that it has full power,
authority and capacity to execute and deliver this Agreement and perform its
obligations hereunder, and that this Agreement constitutes a legal, valid and
binding obligation of Computershare, enforceable against Computershare in
accordance with its terms, except as enforcement may be limited by bankruptcy,
insolvency, moratorium or other laws affecting the enforcement of creditors'
rights generally.
(c) This Section 8 shall survive the termination of this Agreement or
the removal or resignation of Computershare hereunder.
9. BILLING AND PAYMENT
(a) Computershare shall xxxx the Company monthly in arrears for the
Fees incurred during the previous month. The Company shall pay Computershare the
full amount of each such invoice within thirty (30) days from the date of the
invoice.
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(b) In the event the Company does not make payment in full within
thirty (30) days of the date of each invoice, the Company shall pay interest of
1.0% per month (12% per annum) on the outstanding balance of the Fees.
10. CONFIDENTIALITY
(a) The information contained in this Agreement is confidential and
proprietary in nature. Except as otherwise provided herein, each of the Company
and Computershare agrees that it will not divulge or make accessible to any
third party (which shall not include any Affiliate, attorney or accountant of
the Company or Computershare) any part of this Agreement without the prior
written consent of the other party.
(b) Under this Agreement, each party shall have access to certain
confidential information belonging to the other party, which information shall
include all nonpublic information pertaining to the disclosing party, its
parent, subsidiaries, affiliates, employees, customers, representatives and
vendors (including without limitation all information furnished prior to the
date of this Agreement) furnished by or on behalf of the disclosing party to the
receiving party, directly or indirectly, by any means ("Confidential
Information").
(c) The parties acknowledge that except as necessary for Computershare
to service the account or for either party to perform its obligations under the
Agreement: (i) all Confidential Information is confidential; (ii) the parties
will keep all Confidential Information confidential and will not disclose the
same; (iii) the parties will use Confidential Information only as required by
this Agreement; (iv) the parties will not create a list or other compilation
containing any Confidential Information for any purpose other than to perform
under this Agreement; (v) except as expressly provided for herein, the parties
will not provide, directly or indirectly, the Confidential Information to any
other party for any purpose.
(d) In the event that either party receives a request or becomes
legally compelled to disclose any Confidential Information belonging to the
other party, recipient will provide the other party with prompt notice of the
request and shall disclose only that portion of the Confidential Information
that recipient is legally obligated to disclose.
(e) The parties agree that all Confidential Information is proprietary
to the disclosing party. Except for (i) any information initially provided by
the Company to Computershare and (ii) Personal Data (as defined herein), all
information or materials, including all microfiche, electronic mails, hard or
soft documentation, computer or data system information, financial information,
customer or vendor information, business operations, lists, files, records,
source documents, and other materials provided by Computershare to the Company
under this Agreement shall be the sole and exclusive property of Computershare.
(f) The Company hereby acknowledges that Computershare Trust Co., Inc.,
an Affiliate of Computershare that is involved in the provision of certain
Services hereunder, is subject to the privacy regulations under Title V of the
Xxxxx-Xxxxx-Xxxxxx Act, 15 U.S.C. ss. 6801 et seq. (the "Act"). To the extent
that a shareholder establishes a relationship with Computershare, Computershare
is required by the Act to maintain the privacy of shareholder nonpublic personal
financial information ("Personal Data"). Computershare agrees that, except as
necessary to fulfill its obligations hereunder or to service the account,
Computershare shall keep all Personal Data confidential. Furthermore,
Computershare is required to obtain an undertaking from the Company regarding
its protection and use of Personal Data received from Computershare. Therefore,
the Company agrees that: (i) Personal Data received from Computershare will not
be disclosed or used except to the extent necessary to carry out its obligations
under this Agreement; (ii) the Company shall use such security measures
necessary to protect Personal
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Data from intentional or accidental unauthorized disclosure or use; and (iii)
the Company shall promptly notify Computershare regarding any failure of such
security measures or any security breach related to the Personal Data. If a
shareholder is also a "customer" (as defined in the Act) of the Company, or if
the Company otherwise is entitled by law to the Personal Data, the limitations
contained in this paragraph shall not apply to the portion of Personal Data to
which the Company is so entitled.
(g) This Section 10 shall survive the termination of this Agreement or
the removal or resignation of Computershare hereunder.
11. ADDITIONAL PROVISIONS
(a) FORCE MAJEURE. Neither party shall be liable to the other, or held
in breach of this Agreement, if prevented, hindered, or delayed in performance
or observance of any provision contained herein by reason of act of God, riots,
acts of war, epidemics, governmental action or judicial order, earthquakes, or
any other similar cause (including, but not limited to, mechanical, electronic
or communications interruptions, disruptions or failures). Performance times
under this Agreement shall be extended for a period of time equivalent to the
time lost because of any delay that is excusable under this Section.
(b) SEVERABILITY. If any part of this Agreement, for any reason, is
declared invalid, it shall be deemed restated to reflect as nearly as possible
in accordance with applicable law the original intentions of the parties. The
remainder of this Agreement shall continue in effect as if the Agreement had
been entered into without the invalid portion.
(c) STATUS OF PARTIES. The relationship of the parties to each other in
the execution and performance of the Agreement shall be that of independent
contractors. Nothing in the Agreement or with respect to the obligations or
services of Computershare in connection with the Agreement shall constitute
Computershare a fiduciary of the Company or any other person.
(d) COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered will be an original
hereof, and it will not be necessary in making proof of this Agreement to
produce or account for more that one counterpart hereof.
(e) ENTIRE AGREEMENT. This Agreement sets forth the full understanding
between the parties with respect to its subject matter and integrates all prior
agreements, discussions and understandings.
(f) NOTICES. Any notice or document required or permitted to be given
under this Agreement shall be given in writing and shall be deemed received (i)
when personally delivered to the relevant party at such party's address as set
forth below, (ii) if sent by mail (which must be certified or registered mail,
postage prepaid) or overnight courier, when received or rejected by the relevant
party at such party's address indicated below, or (iii) if sent by facsimile,
when confirmation of delivery is received by the sending party:
If to the Company: Tortoise Energy Infrastructure Corporation
00000 Xxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxx Xxxx, Xxxxxx 00000
Attn: Xxxxx X. Xxxxxxx
Fax: 000-000-0000
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If to Computershare: Computershare Investor Services, LLC
Xxx Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxxx Xxxx
Fax: 000-000-0000
with a copy to:
Computershare Investor Services, LLC
Xxx Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn: Client Services Manager
Fax: 000-000-0000
(g) MODIFICATION. This Agreement may not be amended or modified in any
manner except by a written agreement duly authorized and executed by both
parties. Any duly authorized Officer may amend any certificate naming Officers
authorized to execute and deliver certificates, instructions, notices or other
instruments, provided such amendment is certified by the Company's Secretary,
and the Secretary may amend any certificate listing the shares of capital stock
of the Company for which Computershare performs services hereunder.
(h) SUCCESSORS AND ASSIGNS. This Agreement shall extend to and shall be
binding upon the parties hereto and their respective successors and assigns.
(i) ASSIGNMENT. Neither party may assign this Agreement without the
prior written consent of the other party, except that either party may, without
the consent of the other party, assign the Agreement to an Affiliate of that
party or a purchaser of all or substantially all of that party's assets used in
connection with performing this Agreement.
(j) ABSENCE OF THIRD-PARTY BENEFICIARIES. The provisions of the
Agreement are intended to benefit only Computershare and the Company, and no
rights shall be granted to any other person by virtue of this Agreement.
(k) APPLICABLE LAW AND JURISDICTION. This Agreement shall be governed
by and construed in accordance with the laws of the State of Illinois (without
reference to choice of law principles), and the parties hereby consent to the
exclusive jurisdiction of courts in Illinois (whether state or federal) over all
matters relating to this Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first written above.
TORTOISE ENERGY INFRASTRUCTURE CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxx
Title: CEO and President
COMPUTERSHARE INVESTOR SERVICES, LLC
By: /s/ Xxxxxx Xxxxxxxxx
-------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: President
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SCHEDULE A
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SCOPE OF SERVICES
Pursuant to Section 2(a) of the Agreement, Computershare agrees to
provide the Services set forth below. Any service not specifically set forth
below is not within the scope of Services and shall be subject to additional
fees.
TRANSFER PROCESSING AND ACCOUNT MAINTENANCE
>> Provide all operational and administrative services in the
Chicago office;
>> Maintain records of: (i) Share ownership by the Company's
shareholders of record; (ii) Share transactions, including all
issuances of Shares, transfers, and Share replacements
performed by Computershare; (iii) restrictions on any Shares
of which it has been informed; and (iv) all other matters
relating to the Services;
>> Process transfer requests by issuing certificates or, if
applicable, through the Direct Registration System;
>> Process legal and restricted stock transfers;
>> Place and remove stop transfers orders;
>> Replace lost, stolen or destroyed securities in accordance
with UCC guidelines and Computershare policy (subject to
shareholder-paid fee and bond premium);
>> Process stock option exercises;
>> Process and post address changes;
>> Obtain W-9 and W8-BEN certifications;
>> Comply with SEC mandated annual lost shareholder search; and
>> Perform OFAC (Office of Foreign Asset Control) and Patriot Act
reporting.
SHAREHOLDER SERVICES AND COMMUNICATIONS
>> Provide Company specific shareholder contact number;
>> Provide IVR 24/7 (subject to system maintenance);
>> Respond to shareholder inquiries (written, e-mail and web);
>> Record all shareholder calls;
>> Scan and image incoming correspondence from shareholders;
>> Provide via the web, shareholder account information,
transaction capabilities; and downloadable forms and FAQ's.
ANNUAL MEETING SERVICES
>> Provide certified shareholder list;
>> Address and mail proxy materials to shareholders of record
(billed as an out-of-pocket expense);
>> Provide affidavit of mailing;
>> Tabulate returned proxies;
>> Maintain ADP link to receive broker/bank vote transmissions;
>> Provide solicitor with access to tabulation results;
>> Provide copies of shareholder comments;
>> Re-mail conflicting vote proxies and improperly executed
proxies;
>> Serve as Inspector of Election and provide on-site proxy
voting;
>> Provide Final Vote certification; and
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>> Provide final voted proxy list.
PREMIUM ANNUAL MEETING SERVICES (SUBJECT TO ADDITIONAL FEES)
>> Provide for internet and telephone voting;
>> Electronic delivery of proxy material via Computershare
Shareholder Communications;
>> Provide financial printing of 10ks, proxy statements and other
related documents;
>> Accept and load other related proxy files, 401K, ESPP and
other stock issues not on our record keeping system;
>> Match loaded related proxy files to registered shareholder
base to eliminate duplicate mailings;
DIVIDEND DISBURSEMENT
>> Make payment of cash dividends to the shareholders of record
as of the record date by mailing a check, payable to the
registered shareholder, to the address of record or mailing
address. Dividends are to be funded by the day checks are
placed in the mail;
>> Alternatively, upon proper request by a registered
shareholder, and provided that funds are on hand at
Computershare on or prior to the payment date, make payment to
such shareholder through the Automated Clearing House in
accordance with the instructions provided by the shareholder;
and
>> File with the proper federal, state and local authorities such
appropriate information returns as are required by law to be
filed by the Company concerning the payment of dividends and
distributions.
DIVIDEND REINVESTMENT PLAN SERVICES
>> Perform services per the terms and conditions in the specific
plan document, attached hereto and made a part of, including:
o Administer and maintain plan accounts;
o Enroll new participants;
o Process shareholder requests;
o Distribute plan literature;
o Reinvest dividends;
o Provide for ACH investments, if applicable; and
o Send detailed plan statements to participants after
every transaction.
GENERIC CERTIFICATES
>> Design and produce Generic Stock Certificates. (Subject to the
Company providing required information pursuant to section
3(d)(v) of the agreement.)
ESCHEATMENT SERVICES
>> Complete required due diligence prior to each filing;
>> Update account records with new addresses and reunite
shareholders with their property;
>> Prepare and file annual abandoned/unclaimed property reports
in accordance with each state's abandoned property laws;
>> Maintain records of each state filing and update shareholder
files accordingly; and
>> Assist shareholders in recovering property that has been
escheated.
12
ADDITIONAL ITEMS
>> Computershare may perform additional services upon request for
an additional fee. Such additional fees shall be based upon
the nature of the work required (e.g., stock splits, secondary
offerings, additional stock class offerings, etc.);
programming and staff time will be billed at the then current
rates.
13
SCHEDULE B
STATEMENT OF FEES
FEES
ANNUAL MANAGEMENT FEE:
Monthly administrative fee for our services as transfer agent will be
US $875.00.
ADDITIONAL TRANSACTION BASED FEES:
Generic Certificates
o One time set-up fee US $ 150.00
o Per certificate issued US $ 0.75
OUT-OF-POCKET EXPENSES
>> Out-of-pocket expenses shall include, but not be limited to the
following: (i) postage (paid in advance of mailing); (ii) overnight
delivery charges; (iii) Mail house costs - printing, insertion, freight
and couriers; (iv) broker, registrar, bank and stock exchange fees; (v)
telephone line charges; (vi) Proxy tabulation and printing and (vii)
supplies (such as envelopes, checks, proxy materials, statements,
etc.).
ADDITIONAL SERVICES
>> Separate fee estimates for services such as escheatment, corporate
actions, dividends, reinvestment and other services not included in
this proposal will be provided upon request by and discussion with you
prior to Computershare taking any action.
14
EXHIBIT I
RESOLUTION
OF THE
BOARD OF DIRECTORS OF TORTOISE ENERGY INFRASTRUCTURE CORPORATION
APPOINTMENT OF COMPUTERSHARE
WHEREAS, it is deemed desirable and in the best interests of Tortoise
Energy Infrastructure Corporation (the "Company") that the following actions be
taken by the Board of Directors of the Company.
NOW, THEREFORE BE IT:
RESOLVED, that Computershare Investor Services, LLC ("Computershare")
is hereby appointed Transfer, Dividend Disbursement and Plan Agent for the
shares set forth below, to act in accordance with its general practice and
pursuant to the terms and conditions set forth in the Stock Transfer Agency
Agreement, dated Dec. 16, 2003, between the Company and Computershare (the
"Agreement"), which Agreement has been submitted to the Company, approved by the
Company and is incorporated herein by reference:
Class of Stock and Par Value Shares Covered by this Appointment
FURTHER RESOLVED, that Computershare shall be entitled to rely and act
upon any written orders or directions regarding the issuance and delivery of
certificates for the above-described shares signed by any of the following:
President, Senior Vice President, Vice President, Treasurer, Assistant
Treasurer, Secretary, Assistant Secretary of this Company or: ["NONE"].
FURTHER RESOLVED, that the Company shall indemnify and hold harmless
Computershare and its affiliates from and against all demands, claims,
liabilities, losses, damages, settlements, awards, judgments, fines, penalties,
costs or expenses (including, without limitation, reasonable attorneys' fees)
they may incur resulting from their reliance upon any of the information or
representations set forth on the attached Corporate Information Schedule
(Exhibit II) provided pursuant to this Resolution of Appointment, in accordance
with the Agreement, the terms and conditions of which are hereby incorporated by
reference and made a part hereof.
FURTHER RESOLVED, that the Secretary or Assistant Secretary of this
Company shall file with Computershare a certified copy of these resolutions
under the seal of this Company and shall certify to Computershare from time to
time the names of the officers of this Company authorized by these resolutions
to act, together with the specimen signatures of such officers; and
Computershare shall be entitled to presume that the persons so certified as
officers continue, respectively, to act as such and that each of the foregoing
resolutions continue in force until otherwise notified in writing by the
Secretary or other officer of this Company.
GENERAL AUTHORITY
FURTHER RESOLVED, that the officers of the Company be, and hereby are,
authorized, empowered and directed, in the name of the Company and on its
behalf, to execute such further papers or
15
documents or take such further actions as each of them may deem necessary,
appropriate or desirable to carry out the intent of any and all of the foregoing
resolutions; and
FURTHER RESOLVED, that any and all actions heretofore or hereafter
taken by any such officer within the terms of the foregoing resolutions hereby
are ratified, confirmed and approved as the act and deed of the Company.
* * *
I, the undersigned Secretary of the Company, do hereby certify that the
foregoing is a true copy of the resolutions adopted by the Board of Directors of
the Company at a meeting of the Board of Directors duly called, convened, and
held on December 12, 2003, at which a quorum was present and voted, and that
said resolutions remain in full force and effect;
By: /s/ Xxxxxxx X. Xxxxx
------------------------------
Name: Xxxxxxx X. Xxxxx
----------------------------
(Corporate Seal)
16
EXHIBIT II
CORPORATE INFORMATION SCHEDULE
Tortoise Energy Infrastructure Corporation (the "Company") hereby represents and
warrants that the authorized and issued stock of the Company is as follows:
(1) (2) (3)
Shares Authorized by Shares Issued and
the Articles or Total Shares Now Outstanding,
Class of Stock Certificate of Authorized by the Including Treasury Reserved
and Par Value Incorporation Board of Directors Shares Shares*
------------------- ------------------------- ---------------------- ----------------------- ----------------
Common
Note: The sum of columns 2 and 3 should equal the number in Column 1.
* If shares have been reserved, identify purpose(s):
Number of Shares in
Purpose of Reservation: Reserve (as of Effective Date):
---------------------- ------------------------------
---------------------- ------------------------------
---------------------- ------------------------------
---------------------- ------------------------------
The issued shares above are represented by the following number of shares of
issued old or reclassified stock (if none, so indicate): NONE
The Employer Identification Number of the Company is: 00-0000000.
The following persons are duly elected and qualified officers of the Company,
presently holding the offices indicated, and their signatures as shown below are
genuine:
Title Name Signature
CEO and President Xxxxx X. Xxxxxxx /s/ Xxxxx X. Xxxxxxx
------------------------------------- ----------------------------------- ----------------------------------
Secretary Xxxxxxx X. Xxxxx /s/ Xxxxxxx X. Xxxxx
------------------------------------- ----------------------------------- ----------------------------------
Treasurer Xxxxx X. Xxxxxxx /s/ Xxxxx Xxxxxxx
------------------------------------- ----------------------------------- ----------------------------------
Asst. Treasurer Xxxxxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxxxx
------------------------------------- ----------------------------------- ----------------------------------
Asst. Secretary Xxxx Xxxxx /s/ Xxxx Xxxxx
------------------------------------- ----------------------------------- ----------------------------------
Asst. Secretary Xxxxx Xxxxxxxx /s/ Xxxxx X. Xxxxxxxx
------------------------------------- ----------------------------------- ----------------------------------
The name and address of legal counsel for the Company is:
Vedder, Price, Xxxxxxx & Kammholz, P.C.
--------------------------------------------------------------------------------
000 X. XxXxxxx Xxxxxx
--------------------------------------------------------------------------------
Xxxxxxx, XX 00000
--------------------------------------------------------------------------------
17
* * *
I, the undersigned Secretary of the Company, hereby certify that the
Company is, and at the time of issuance of all of its stock has been, duly
incorporated and in good standing in the state of Maryland, and that all shares
of stock listed above, including but not limited to all issued, outstanding, and
reserved shares, have been properly and legally issued and properly registered
in accordance with appropriate state, federal and any applicable non-U.S. laws.
Witness my hand and seal of the Company this 16th day of Dec. 2003.
/s/ Xxxxxxx X. Xxxxx
--------------------------------
Secretary
Corporate Seal
