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Exhibit (k)(3)
REGISTRAR,
TRANSFER AGENCY AND SERVICE AGREEMENT
between
COLONIAL MUNICIPAL INCOME TRUST
and
STATE STREET BANK AND TRUST COMPANY
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TABLE OF CONTENTS
Page
Article 1 Terms of Appointment; Duties of the Bank ........................1
Article 2 Fees and Expenses ...............................................3
Article 3 Representations and Warranties of the Bank ......................4
Article 4 Representations and Warranties of the Fund ......................4
Article 5 Indemnification .................................................5
Article 6 Covenants of the Fund and the Bank ..............................8
Article 7 Termination of Agreement ........................................9
Article 8 Assignment ......................................................10
Article 9 Amendment .......................................................10
Article 10 Massachusetts Law to Apply.......................................10
Article 11 Merger of Agreement .............................................11
Article 12 Limitation of Liability of the Trustees and Shareholders.........11
REGISTRAR, TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the 18th day of March, 1987, by and between COLONIAL
MUNICIPAL INCOME TRUST, a Massachusetts business trust, having its principal
office and place of business at Xxx Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx (the
"Fund"), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts corporation
having its principal office and place of business at 000 Xxxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000 (the "Bank").
WHEREAS, the Fund desires to appoint the Bank as its registrar, transfer
agent, dividend disbursing agent and agent in connection with certain
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other activities and the Bank desires to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
Article 1 Terms of Appointment; Duties of the Bank
1.01 Subject to the terms and conditions set forth in this
Agreement, the Fund hereby employs and appoints the Bank to act
as, and the Bank agrees to act as, registrar, transfer agent for
the Fund's authorized and issued shares of its beneficial
interest ("Shares"), dividend disbursing agent and agent in
connection with any dividend reinvestment, cash purchase or
similar plan of the Fund from time to time in effect.
1.02 The Bank agrees that it will perform the following services:
(a) In accordance with procedures established from time to time
by agreement between the Fund and the Bank, the Bank shall:
(i) issue and record the appropriate number of Shares and
hold such Shares in the appropriate Shareholder
account;
(ii) effect transfers of Shares by the registered owners
thereof upon receipt of appropriate documentation;
(iii) prepare and transmit payments for dividends and
distributions declared by the Fund; and
(iv) act as agent for Shareholders pursuant to the dividend
reinvestment and cash purchase plan as amended from
time to time in accordance with the terms of the
agreement to be entered into between the Shareholders
and the Bank in substantially the form attached as
Exhibit A hereto.
(b) In addition to and not in lieu of the services set forth in
the above paragraph (a), the Bank shall: (i) perform all of
the customary services of a registrar, transfer agent,
dividend disbursing agent and agent of the dividend
reinvestment and cash purchase plan as described In Article
1 consistent with applicable regulations from time to time
in effect. The detailed definition, frequency, limitations
and associated costs (if any) set out in the attached fee
schedule include but are not limited to: maintaining all
Shareholder accounts, preparing Shareholder meeting lists,
mailing proxies, receiving and tabulating proxies and
mailing Shareholder reports to current Shareholders,
withholding taxes on U.S. resident and non-resident alien
accounts where applicable, preparing and filing U.S.
Treasury Department Forms 1099 and other appropriate forms
required with respect to dividends and distributions by
federal authorities for all registered Shareholders,
preparing and mailing confirmation forms and statements of
account to Shareholders for all confirmable transactions in
Shareholder accounts, and providing Shareholder account
information.
Article 2 Fees and Expenses
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2.01 For the performance by the Bank pursuant to this Agreement,
the Fund agrees to pay the Bank an annual maintenance fee as set
out in the initial fee schedule attached hereto. Such fees and
out-of-pocket expenses and advances identified under Section 2.02
below may be changed from time to time subject to mutual written
agreement between the Fund and the Bank.
2.02 In addition to the fee paid under Section 2.01 above, the
Fund agrees to reimburse the Bank for out-of-pocket expenses or
advances incurred by the Bank for the items set out in the fee
schedule attached hereto. In addition, any other expenses
incurred by the Bank at the request or with the consent of the
Fund will be reimbursed by the Fund.
2.03 The Fund agrees to pay all fees and reimbursable expenses
within five days following the mailing of the respective billing
notice. Postage and the cost of materials for mailing of
dividends, proxies, Fund reports and other mailings to all
Shareholder accounts shall be advanced to the Bank by the Fund at
least seven (7) days prior to the mailing date of such materials.
Article 3 Representations and Warranties of the Bank
The Bank represents and warrants to the Fund that:
3.01 It is a corporation duly organized and existing and in good
standing under the laws of the Commonwealth of Massachusetts.
3.02 It is duly qualified to carry on its business in the
Commonwealth of Massachusetts.
3.03 It is empowered under applicable laws and by its charter and
by-laws to enter into and perform this Agreement.
3.04 All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement.
3.05 It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement.
Article 4 Representations and Warranties of the Fund
The Fund represents and warrants to the Bank that:
4.01 It Is a business trust duly organized and existing and in
good standing under the laws of Massachusetts.
4.02 It is empowered under applicable laws and by its Declaration
of Trust and By-Laws to enter into and perform
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this Agreement.
4.03 All corporate proceedings required by said Declaration of
Trust and By-Laws have been taken to authorize it to enter into
and perform this Agreement.
4.04 It is a closed-end, non-diversified investment company
registered under the Investment Company Act of 1940.
4.05 A registration statement under the Securities Act of 1933 is
currently effective and appropriate state securities law filings
have been made with respect to all Shares of the Fund being
offered for sale; information to the contrary will result in
immediate notification to the Bank.
4.06 It shall make all required filings under federal and state
securities laws.
Article 5 Indemnification
5.01 The Bank shall not be responsible for, and the Fund shall
indemnify and hold the Bank harmless from and against, any and
all losses, damages, costs, charges, counsel fees, payments,
expenses and liability arising out of or attributable to:
(a) All actions of the Bank or its agents or subcontractors
required to be taken pursuant to this Agreement, provided that
such actions are taken in good faith and without negligence or
willful misconduct.
(b) The Fund's refusal or failure to comply with the terms of
this Agreement, or which arise out of the Fund's lack of good
faith, negligence or willful misconduct or which arise out of the
breach of any representation or warranty of the Fund hereunder.
(c) The reliance on or use by the Bank or its agents or
subcontractors of information, records and documents which (i)
are received by the Bank or its agents or subcontractors and
furnished to it by or on behalf of the Fund, and (ii) have been
prepared and/or maintained by the Fund or any other person or
firm on behalf of the Fund.
(d) The reliance on, or the carrying out by the Bank or its
agents or subcontractors of, any instructions or requests of the
Fund's representative.
(e) The offer or sale of Shares in violation of any requirement
under the federal securities laws or regulations or the
securities laws or regulations of any state that such Shares be
registered in such state or in violation of any stop order or
other determination or ruling by any federal agency or any state
with respect to
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the offer or sale of such Shares in such state.
5.02 The Bank shall indemnify and hold the Fund harmless from and
against any and all losses, damages, costs, charges, counsel
fees, payments, expenses and liability arising out of or
attributable to any action or failure or omission to act by the
Bank as a result of the Bank's lack of good faith, negligence or
willful misconduct.
5.03 At any time the Bank may apply to any officer of the Fund
for instructions, and may consult with legal counsel with respect
to any matter arising in connection with the services to be
performed by the Bank under this Agreement, and the Bank and its
agents or subcontractors shall not be liable and shall be
indemnified by the Fund for any action taken or omitted by it in
reliance upon such instructions or upon the opinion of such
counsel. The Bank, its agents and subcontractors shall be
protected and indemnified in acting upon any paper or document
furnished by or on behalf of the Fund, reasonably believed to be
genuine and to have been signed by the proper person or persons,
or upon any instruction, information, data, records or documents
provided the Bank or its agents or subcontractors by telephone,
in person, machine readable input, telex, CRT data entry or other
similar means authorized by the Fund, and shall not be held to
have notice of-any change of authority of any person, until
receipt of written notice thereof from the Fund. The Bank, its
agents and subcontractors shall also be protected and indemnified
in recognizing share certificates which are reasonably believed
to bear the proper manual or facsimile signatures of the officers
of the Fund, and the proper countersignature of any former
transfer agent or former registrar, or of a co-transfer agent or
co-registrar.
5.04 In the event either party is unable to perform its
obligations under the terms of this Agreement because of acts of
God, strikes, equipment or transmission failure or damage
reasonably beyond its control, or other causes reasonably beyond
its control, such party shall not be liable for damages to the
other for any damages resulting from such failure to perform or
otherwise from such causes.
5.05 Neither party to this Agreement shall be liable to the other
party for consequential damages under any provision of this
Agreement or resulting from any act or failure to act hereunder.
5.06 In order that the indemnification provisions contained in
this Article 5 shall apply, upon the assertion of a claim for
which either party may be required to indemnify the other, the
party seeking indemnification shall promptly notify the other
party of such assertion, and shall keep the other party advised
with respect to all developments concerning
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such claim. The party who may be required to indemnify shall have
the option to participate with the party seeking indemnification
in the defense of such claim. The party seeking indemnification
shall in no case confess any claim or make any compromise in any
case in which the other party may be required to indemnify it
except with the other party's prior written consent.
Article 6 Covenants of the Fund and the Bank
6.01 The Fund shall promptly furnish to the Bank the following:
(a) A certified copy of the resolution of the Board of Trustees
of the Fund authorizing the appointment of the Bank and the
execution and delivery of this Agreement.
(b) A copy of the Declaration of Trust and By-Laws of the Fund
and all amendments thereto.
6.02 The Bank hereby agrees to establish and maintain facilities
and procedures reasonably acceptable to the Fund for safekeeping
of share certificates, check forms and facsimile signature
imprinting devices, if any; and for the preparation or use, and
for keeping account of, such certificates, forms and devices.
6.03 The Bank shall keep records relating to the services to be
performed hereunder, in the form and manner as it may deem
advisable. To the extent required by Section 31 of the Investment
Company Act of 1940, as amended, and the Rules thereunder, the
Bank agrees that all such records prepared or maintained by the
Bank relating to the services to be performed by the Bank
hereunder are the property of the Fund and will be preserved,
maintained and made available in accordance with such Section and
Rules, and will be surrendered promptly to the Fund on and in
accordance with its request.
6.04 The Bank and the Fund agree that all books, records,
information and data pertaining to the business of the other
party which are exchanged or received pursuant to the negotiation
or the carrying out of this Agreement shall remain confidential,
and shall not be voluntarily disclosed to any other person,
except as may be required by law.
6.05 In case of any requests or demands for the inspection of the
Shareholder records of the Fund, the Bank will endeavor to notify
the Fund and to secure instructions from an authorized officer of
the Fund as to such inspection. The Bank reserves the right,
however, to exhibit the Shareholder records to any person
whenever it is advised by its counsel that it may be held liable
for the failure to exhibit the Shareholder records to such
person.
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Article 7 Termination of Agreement
7.01 This Agreement may be terminated by either party upon one
hundred twenty (120) days written notice to the other.
7.02 Should the Fund exercise its right to terminate, all
out-of-pocket expenses associated with the movement of records
and material will be borne by the Fund. Additionally, the Bank
reserves the right to charge for any other reasonable expenses
associated with such termination.
Article 8 Assignment
8.01 Except as provided in Section 8.03 below, neither this
Agreement nor any rights or obligations hereunder may be assigned
by either party without the written consent of the other party.
8.02 This Agreement shall inure to the benefit of and be binding
upon the parties and their respective permitted successors and
assigns.
8.03 The Bank may, without further consent on the part of the
Fund, subcontract for the performance hereof with (i) Boston
Financial Data Services, Inc., a Massachusetts corporation
("BFDS") which is duly registered as a transfer agent pursuant to
Section 17A(c)(1) of the Securities Exchange Act of 1934
("Section 17A(c)(1)"), or (ii) a BFDS subsidiary duly registered
as a transfer agent pursuant to Section 17A(c)(1); provided,
however, that the Bank shall be as fully responsible to the Fund
for the acts and omissions of any subcontractor as it is for its
own acts and omissions.
Article 9 Amendment
9.01 This Agreement may be amended or modified by a written
agreement executed by both parties and authorized or approved by
a resolution of the Board of Trustees of the Fund.
Article 10 Massachusetts Law to Apply
10.01 This Agreement shall be construed and the provisions
thereof interpreted under and in accordance with the laws of the
Commonwealth of Massachusetts.
Article 11 Merger of Agreement
11.01 This Agreement constitutes the entire agreement between the
parties hereto and supersedes any prior agreement with respect to
the subject hereof whether oral or written.
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Article 12 Limitation of Liability of the Trustees and Shareholders
12.01 A copy of the Agreement and Declaration of Trust of the
Fund is on file with the Secretary of The Commonwealth of
Massachusetts, and notice is hereby given that this instrument is
executed on behalf of the Trustees of the Fund as Trustees and
not individually and that the obligations of this instrument are
not binding upon any of the Trustees, officers or shareholders
individually but are binding only upon the assets and property of
the Fund.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed in their names and on their behalf under their seals by and
through their duly authorized officers, as of the day and year first above
written.
COLONIAL MUNICIPAL INCOME TRUST
BY: Xxxxxx X. Xxxxx
ATTEST:
Xxxxxx Xxxx
STATE STREET BANK AND TRUST COMPANY
Vice President
ATTEST:
Assistant Secretary
