Exhibit (k)(1)
American
Stock Transfer & Trust Company
Mr. Xxxx Xxxxxx
Re: Xxxxxxxxx Convertible Growth & Income Fund
American Stock Transfer & Trust Company
January 3, 2002
Mr. Xxxx Xxxxxx
Xxxxxxxx Convertible Fund, Inc.
00 Xxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Dear Xx. Xxxxxx:
This will confirm our agreement whereby American Stock Transfer & Trust
Company will provide Xxxxxxxxx Convertible Growth and Income Fund with complete
Registrar and Transfer Agent services for a flat monthly fee of $1,000.00. The
flat monthly fee covers all services you require including unlimited transfers,
reports and mailings to shareholders (stock splits, re-org for new acquisitions
and secondary distributions are excluded). The only other fees will be for out-
of-pocket expenses such as postage and stationery for mailings to all your
shareholders. We guarantee this rate for a period of three years.
The following services are included in American Stock Transfer & Trust
Company's flat monthly fee:
- Issuing and registering all stock certificates.
- Issuing stock options through the DWAC system.
- Processing legal transfers and transactions requiring special handling.
- Requesting opinion from company's counsel for restricted shares.
- Mailing certificates to shareholders as a result of transfers.
- Providing e-mail access for the same day issuance of stock options.
- Providing daily reports of processed transfers.
- Maintaining all shareholder accounts.
- Placing, maintaining and removing stop transfers.
- Social Security solicitation.
- Providing a general 800 number for shareholder inquiries.
- Handling shareholder/broker inquiries, including Internet correspondence.
- Issuing audit confirmations to company's auditors.
- Soliciting proxy votes for routine meetings.
- Imprinting shareholders' names on proxy cards.
- Mailing material to shareholders.
- Enclosing multiple proxy cards to same household in one envelope.
- Receiving remote electronic transmissions from ADP/IECA.
- Transmitting daily proxy tabulation reports to the company via facsimile or
telephone.
- Verifying broker bills.
- Tabulating proxies.
- Internet proxy voting (xxxxxxxxx.xxx). AST can be contacted via the
Internet at our website: xxx.xxxxxxx.xxx and can receive e-mail at
xxxx@xxxxxxx.xxx.
- Preparing final Proxy Tabulation Reports.
- Monitoring and suppressing undeliverable mail until correct address is
located.
- Furnishing unlimited shareholder lists, in any sequence.
- Providing geographical detail reports of all stocks issued and surrendered
over a specific period.
- Preparing and mailing checks to shareholders.
- Inserting all required enclosures.
- Issuing replacements.
- Maintaining Postal return items.
- Providing check reconciliation detail to company.
- Opening and maintaining participant accounts.
- Acknowledging and processing reinvestment, direct debit and optional cash
payments.
- Mailing quarterly dividend reinvestment statements.
- Corresponding with plan participants.
- Mailing proceeds to plan participants liquidating or terminating the plan.
- Mailing year-end tax information to plan participants and the IRS.
- Providing periodic investment reports to the company.
- Mailing year-end 1099 forms to shareholders.
- Furnishing year-end 1099 forms to shareholders.
- Replacing lost 1099 forms to shareholders.
- Escheatment reports furnished to various state agencies.
Any information on our system is available to your company through the
Internet and your shareholders can access information pertaining to their
accounts either through the Internet or on IVR.
All certificate issuances, reports, mailings, labels, transfers and
transactions, described above will be provided to you and your shareholders on
an unlimited basis.
If the above meets with your approval, please sign below. Retain one copy
for your files and return one signed copy to AST along with a fully executed
copy of our appointment forms (enclosed).
Very truly yours,
AMERICAN STOCK TRANSFER & TRUST COMPANY
/s/ Xxxxxxx Xxxxxxxxx
Xxxxxxx Xxxxxxxxx
President
AGREED TO AND ACCEPTED THIS
4th DAY OF JANUARY, 2002.
By /s/ Xxxx Xxxxxx
Xxxx Xxxxxx, Treasurer
(Print Name & Title)
