SHAREHOLDER TRANSFER AGENCY AGREEMENT
This Agreement is made this 19th day of February, 2002 by and between
The JPMorgan Chase Bank ("Chase") a banking corporation organized under the laws
of the State of New York having an office at ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and Nuveen Pennsylvania Dividend Advantage Municipal Fund 2, a
closed-end investment company organized as a business trust under the laws of
the Commonwealth of Massachusetts (the "Fund").
I SERVICES
Commencing on the date first herein-above written and in accordance
with procedures established from time to time by the Fund and Chase, Chase shall
perform the (i) shareholder account maintenance services, (ii) mailing and
reporting services, (iii) dividend and distribution payment and reinvestment
services and (iv) recordkeeping services (collectively, the "Standard Services")
in connection with the Fund's shares of common shares, par value $.01 per share
(the "Shares"), as more fully described herein.
A. Account Maintenance Services. Chase shall perform transfer agent,
registrar and other shareholder account maintenance services in connection with
the Shares. Such services are composed of (i) registering Share issuance,
redemption and transfers on the Fund's records of the holders of Shares (the
"Shareholders") upon receipt of instructions from, in the case of issuance and
redemption, the Fund, and in the case of a transfer, the transferor and
documentation in proper form to effect a transfer of Shares; (ii) canceling the
certificates1 representing such Shares, if any, and if so requested,
countersigning, registering, issuing and mailing by insured first class mail new
certificates for the same or a smaller whole number of Shares, (iii) issuing
replacement certificates in lieu of certificates which have been lost, stolen or
destroyed upon receipt of a properly executed affidavit with respect to such
loss, theft or destruction and a lost certificate bond in form satisfactory to
Chase; (iv) combining certificates into larger denominations; (v) maintaining
stop transfer orders, including placing and removing the same; (vi) processing
new Shareholder accounts; (vii) posting address changes; and (viii) researching
and responding to Shareholder inquiries. Shares will be transferred and new
certificates issued in transfer upon surrender of the old certificates in form
deemed by Chase to be properly endorsed for transfer accompanied by delivery of
such documents, certifications and opinions Chase may deem necessary to evidence
the authority of the person making the transfer and payment of any applicable
stock transfer tax. Chase reserves the right to refuse to transfer Shares until
it is satisfied that the endorsement or signature on any document is valid and
genuine, and for that purpose it will require a signature guarantee by a member
or participant in the Securities Transfer Agents Medallion Program or such other
guarantor previously approved by Chase. Chase shall not be required to effect
any transfer unlewss and until it has received the approvals,
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/1/ All references to certificates will include book entry services.
documents, certifications and opinions provided for herein. Chase's sole
responsibility in connection with any redemption of Shares shall be to register
the same on the Fund's records upon receipt of instruction from the Fund.
B. Mailing. Mailing services provided to the Fund shall consist of (i)
annual preparation of a list of Shareholders owning Shares, (ii) semi-annual
distribution of a report to Shareholders, (iii) mailing proxies, (iv) receiving
and tabulating proxies and mailing Shareholder reports to current Shareholders,
(v) certifying Share vote totals, (vi) assisting with the annual meeting of
Shareholders , if any, and (vii) upon request of the Fund, mailing to each
Shareholder such other information relating to the Fund as the Fund may
reasonably request.
C. Dividend and Distribution Payment Services.
(1) Upon the declaration of any dividend or distribution payable either
in Shares or cash, the Fund shall notify Chase in writing setting forth the date
of payment (the "Payment Date") of such dividend or distribution, the record
date as of which Shareholders entitled to payment thereof shall be determined
(the "Record Date"), and the amount payable per Share to Shareholders of record
as of the Record Date. In the case of dividends at regular intervals, such
notification may be a standing notification setting forth the method of
calculating such dividends and the Fund or its agent shall advise Chase of the
amount of such dividend at the appropriate intervals. Chase shall notify the
Fund and the entity then acting as the custodian (which entity may be an
affiliate of Chase) for the portfolio securities and cash of the Fund (the
"Custodian") of the amount of cash required to pay the dividend or distribution
so that the Fund may instruct the custodian to make sufficient funds available
on or before the Payment Date. Upon receipt by Chase or a drawee bank selected
by Chase of such funds from the Custodian, Chase shall prepare and mail to
Shareholders, who are not participants in the Dividend Reinvestment Plan, at
their addresses as they appear on the records maintained by Chase or pursuant to
any written order of a Shareholder on file with Chase, checks representing any
dividend or distributions to which they are entitled, and an accompanying
distribution statement.
(2) In addition to the forgoing, dividend and distribution payment
services are composed of (i) inserting any enclosure supplied by the Fund with
each dividend or distribution check; (ii) replacing lost dividend checks; (iii)
providing photocopies of canceled checks when requested by Shareholders; (iv)
reconciling paid and outstanding checks; (v) coding as "undeliverable" certain
accounts to suppress mailing of dividend checks to same; (vi) processing and
record keeping of accumulated uncashed dividends; (vii) furnishing requested
dividend and distribution information to Shareholders; and (viii) withholding
from such payments any taxes required to be withheld by Chase under, and
remitting the same in accordance with, applicable provisions of the Internal
Revenue Code.
D. Dividend Reinvestment Plan Services. Chase will act as agent for
shareholders under the Dividend Reinvestment Plan, a copy of which is attached
hereto as Exhibit D.
E. Recordkeeping Services.
(1) Chase shall keep records relating to the Standard Services to be
performed hereunder, in such 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 promulgated thereunder, Chase agrees that all such records
prepared or maintained by Chase relating to the service to be performed by Chase
hereunder are the property of the Fund and will be preserved for the periods
prescribed under Rule 31a-2 of said rules and made available in accordance with
such section and rules. Chase shall forthwith upon the Fund's demand surrender
promptly to the Fund and cease to retain in its files those records and
documents created and maintained by Chase pursuant to this Agreement.
(2) Chase 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.
(3) In case of any requests or demands for the inspection of the
Shareholder records of the Fund, Chase will endeavor to notify the Fund and to
secure instructions from an authorized officer of the Fund as to such
inspection. Chase 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.
II SHARE CERTIFICATES
The Fund shall supply Chase with sufficient blank Share certificates.
Such blank Share certificates shall be properly signed, manually or by facsimile
signature, by duly authorized officers of the Fund. Notwithstanding the death,
resignation or removal of any officer of the Fund authorized to sign such share
certificates, Chase may continue to countersign certificates which bear the
manual or facsimile signature of such officer until otherwise directed by the
Fund. Chase shall establish and maintain facilities and procedures reasonably
acceptable to the Fund for the safekeeping of Shares certificates and facsimile
signature imprinting devices, if any, and for the preparation or use and for
keeping account of such certificates and devices. Chase agrees to establish and
maintain facilities and procedures that are reasonably acceptable to the Fund
and Chase for safekeeping of stock 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.
III FEES AND EXPENSES
For the services to be performed by Chase pursuant to this Agreement,
the Fund shall pay to Chase all fees and expenses described herein:
A. Shareholder Services Fee. The Fund shall pay Chase a service fee (the
"Shareholder Service Fee") in the amount set forth in Exhibit B hereto. The
Shareholder Service Fee is payable quarterly and shall be prorated for any
period less than a full calendar quarter.
B. Out-of-Pocket Expenses. The Fund agrees to reimburse Chase for any and
all out-of-pocket expenses,
C. Additional Services. The Fund may request additional processing, special
reports, or other additional services. The Fund shall submit such requests for
additional services in writing together with such specifications as may be
reasonably required by Chase, and Chase shall respond to such requests in the
form of a price quotation. The Fund's written acceptance of the quotation must
be received prior to implementation of such request.
D. Terms of Payment. All fees, out-of-pocket expenses, or additional
charges of Chase shall be billed on a monthly basis and shall be due and payable
within 15 days after receipt of the invoice. Chase will render, after the close
of each quarter in which services have been furnished, a statement reflecting
all of the charges for such quarter.
E. Taxes. In addition to any other charges specified hereunder, the Fund
shall pay any sales tax, use tax, transfer tax, excise tax, tariff, duty, or any
other tax or payment in lieu thereof imposed by any governmental authority or
agency as a direct result of the provision by Chase of goods or services
hereunder, except for taxes based on Chase's net income.
IV REPRESENTATIONS AND WARRANTIES
▇. ▇▇▇▇▇. ▇▇▇▇▇ represents and warrants to the Fund that:
(1) It is a duly organized and existing corporation having the powers
of a trust company under the laws of the State of New York;
(2) It is empowered under applicable laws and by its charter and
by-laws to enter into and perform this Agreement;
(3) All requisite corporate proceedings have been taken to authorize
it to enter into and perform this Agreement;
(4) Its entering into this Agreement shall not cause a material breach
or be in material conflict with any other agreement or obligation of Chase;
and
(5) It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and obligations
under this Agreement.
B. The Fund. The Fund represents and warrants to Chase that:
(1) It is a business trust duly organized and existing and in good
standing under the laws of the Commonwealth of Massachusetts;
(2) It is empowered under applicable laws and by its Declaration of
Trust, its by-laws, and the Resolutions of the Board of Trustees (the
"Organization Documents") to enter into and perform this Agreement;
(3) All requisite proceedings have been taken to authorize it to enter
into and perform this Agreement;
(4) Its entering into this Agreement shall not cause a material breach
or be in material conflict with any other agreement or obligation of the
Fund; and
(5) The Fund is validly registered as a closed-end management
investment company under the Investment Company Act of 1940, as amended,
and the issuance of Shares to subscribers at closing will be in compliance
with applicable securities laws or qualify for exemption therefrom.
V DOCUMENTS FURNISHED BY THE FUND
A. Initially Furnished Documents. The Fund has furnished to Chase the
following documents:
(1) A copy of the Organization Documents of the Fund, attached hereto
as Exhibit A;
(2) Copies of the Fund's notice of registration on Form N-8A attached
hereto as Exhibit C;
(3) A certificate signed by an officer of the Fund specifying: the
number of authorized Shares, the number of such authorized Shares issued
and currently outstanding, and the names, Share amounts and other
applicable information required for issuance of Shares to subscribers; and
(4) An opinion of counsel to the Fund with respect to the validity of
the authorized and outstanding Shares and whether such Shares are fully
paid and non-assessable.
B. Prospectively Furnished Documents. The Fund shall furnish the following
documents upon request by Chase:
(1) Copies of all amendments to the Organization Documents of the
Fund;
(2) Copies of all subsequent amendments to the Fund's registration
statement; and
(3) Such other certificates, documents and opinions as Chase shall
deem to be appropriate or necessary for the proper performance of its
duties hereunder.
VI INDEMNIFICATION
A. Fund Indemnification Obligation. Chase shall not be responsible
for, and the Fund shall indemnify and hold Chase harmless from, any and all
losses, damages, costs, charges, reasonable attorneys' fees, payments,
expenses and liability arising out of or attributable to:
(1) All actions of Chase or its agents or subcontractors required to
be taken pursuant to this Agreement unless such actions are taken in bad
faith or with negligence or willful misconduct;
(2) The Fund's refusal or failure to comply with the terms of this
Agreement, or the Fund's lack of good faith, negligence or willful
misconduct, or the breach of any representation or warranty of the Fund
hereunder;
(3) The reliance on or use by Chase or its agents or subcontractors of
information, records or documents which are received by Chase or its agents
or subcontractors and furnished to it by or on behalf of the Fund, and
which have been prepared or maintained by the Fund or any other person or
firm (other than Chase or its agents or subcontractors) on behalf of the
Fund;
(4) The reliance on, or the carrying out by Chase or its agents or
subcontractors of, any instructions or requests of the Fund which are
reasonably believed to bear the proper manual or facsimile signatures of
the officers of the Fund; and
(5) The offer or sale of Shares by the Fund in violation of any
requirement under the federal securities laws or regulations or the
securities laws or regulations of any state, or in violation of any stop
order or other determination or ruling by any federal agency or any state
agency with respect to the offer or sale of such Shares in such state.
▇. ▇▇▇▇▇ Indemnification Obligation. Chase shall indemnify and hold
the Fund harmless from and against any and all losses, damages, costs, and
charges, but excluding attorneys' fees, payments and expenses, arising out
of or attributable to Chase's material breach of this Agreement, or Chase's
bad faith, negligence or willful misconduct.
C. Claims. Upon the assertion of a claim for which either Chase or the
Fund 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 such claim, but the failure to give such notice shall not affect
rights to indemnification hereunder except to the extent that the
indemnifying party demonstrates actual damage caused by such failure. 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 but not
to control such defense. 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 indemnifying party's
prior written consent, which consent shall not be withheld unreasonably.
▇. ▇▇▇▇▇'▇ Limitation of Liability. Anything in this agreement to the
contrary notwithstanding, in no event shall Chase be liable for special,
indirect, or consequential losses or damages of any kind whatsoever whether
or not Chase has been advised as to
the possibility of such losses or damages and regardless of the form of action
in which any such claim for losses or damages may be made.
E. Force Majeure. In the event either Chase or the Fund is unable to
perform its obligations under the terms of this Agreement because of acts of
God, strikes, interruption of electrical power or other utilities, equipment or
transmission failure or damage reasonably beyond its control, or other causes
reasonably beyond its control, such party shall not be liable to the other for
any damages resulting from such failure to perform or otherwise from such
causes. Chase shall use all reasonable efforts to minimize the likelihood of all
damage, loss of data, delays and errors resulting from uncontrollable events,
and should such damage, loss of data, delays or errors occur, Chase shall use
its reasonable efforts to mitigate the effects of such occurrence.
VII TERM AND TERMINATION
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A. Notice. This Agreement shall remain in effect until terminated by any
party, without penalty, upon 90 days' prior written notice.
B. Breach. This Agreement may be terminated by any non-breaching party if a
party is in material breach of this Agreement. In order to so terminate this
Agreement, written notice shall be given to an officer of the party in breach of
the non-breaching party's intention to terminate due to a failure to comply
with, or breach of, a material term or condition of this Agreement. Said written
notice shall specifically state the material term or condition claimed to be
breached and shall provide at least 15 days in which to correct such alleged
breach. If such breach is not corrected in the time period allowed, then any
non-breaching may terminate this Agreement immediately, upon written notice to
the other parties.
C. Expenses. Should this Agreement be terminated, all out-of-pocket
expenses reasonably incurred by Chase in connection with the movement of records
and materials to its successor or to the Fund shall be borne by the Fund.
VIII USE OF CHASE NAME
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The Fund shall not use Chase's name in any offering material,
Shareholder report, advertisement or other material relating to the Fund, other
than for the purpose of merely identifying and describing the functions of Chase
hereunder, in a manner not approved by Chase in writing prior to such use;
provided, however, that Chase shall consent to all uses of its name required by
the Securities and Exchange Commission, any state securities commission, or any
federal or state regulatory authority; and provided, further, that in no case
will such approval be unreasonably withheld.
IX ASSIGNMENT
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Except as hereunder provided, neither this Agreement nor any rights or
obligations hereunder may be assigned by any party without the written consent
of the other parties. This Agreement shall inure to the benefit of and be
binding upon the parties and their respective permitted successors and assigns.
Chase may, with the Fund's consent, subcontract for the performance hereof with
any subsidiary or other affiliate of Chase, and may, with the Fund's consent,
subcontract for the performance hereof with third parties other than a
subsidiary or affiliate of Chase; provided, however, that Chase shall be as
fully responsible to the Fund for the acts or omissions of any subcontractor as
it is for its own acts and omissions and shall be responsible for its choice of
subcontractor.
X CONFIDENTIALITY
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The information contained in this Agreement is confidential and proprietary
in nature. By receiving this Agreement, the Fund agrees that none of its
trustees, officers, employees, or agents, without the prior written consent of
Chase, will divulge, furnish or make accessible to any third party, except as
required by law or any regulatory authority or 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. The Fund agrees that it will
limit access to the Agreement and such information to only those officers or
employees with responsibilities for analyzing the Agreement, to its counsel, to
such independent consultants hired expressly for the purpose of assisting in
such analysis, and to governmental agencies. In addition, the Fund agrees that
any person 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. The terms set forth in
this Article X shall continue without termination.
XI MISCELLANEOUS
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This Agreement shall be governed by and construed in accordance with the
laws of the State of New York. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which taken together shall
constitute the entire Agreement between the parties hereto and supersede
[text continued on next page]
any prior oral or written Agreement with respect to the subject matter hereof.
This Agreement may not be amended or modified in any manner except by written
instrument executed by both parties.
The Fund's Declaration of Trust is on file with the Secretary of the
Commonwealth of Massachusetts. This agreement is executed on behalf of the Fund
by the Fund's officers as officers and not individually and the obligations
imposed upon the Fund by this agreement are not binding upon any of the Fund's
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 by their officers thereunto duly authorized as of the date first above
written.
THE JPMORGAN CHASE BANK
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
Nuveen Pennsylvania Dividend
Advantage Municipal Fund 2
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President and Secretary