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TRANSFER AGENCY SERVICES AGREEMENT
THIS AGREEMENT is made as of February 4, 1997 by and between
PFPC INC., a Delaware corporation ("PFPC"), and Managed Income
Securities Plus Fund, Inc. a Delaware corporation (the
"Company").
W I T N E S S E T H:
WHEREAS, the Company is registered as a closed-end
management investment company under the Investment Company Act of
1940, as amended (the "1940 Act"); and
WHEREAS, the Company wishes to retain PFPC to serve as
transfer agent, registrar, dividend disbursing agent and
shareholder servicing agent, and PFPC wishes to furnish such
services.
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, and intending to be legally bound
hereby, the parties hereto agree as follows:
1. DEFINITIONS. AS USED IN THIS AGREEMENT:
(a) "1933 Act" means the Securities Act of 1933, as
amended.
(b) "1934 Act" means the Securities Exchange Act of
1934, as amended.
(c) "Authorized Person" means any officer of the
Company and any other person duly authorized by the Company's
Board of Directors to give Oral Instructions and Written
Instructions on behalf of the Company and listed on the
Authorized Persons Appendix attached hereto and made a part
hereof or any amendment thereto as may be received by PFPC. An
Authorized Person's scope of authority may be limited by the
Company by setting forth such limitation in the Authorized
Persons Appendix.
(d) "CEA" means the Commodities Exchange Act, as
amended.
(e) "Oral Instructions" mean oral instructions
received by PFPC from an Authorized Person or from a person
reasonably believed by PFPC to be an Authorized Person.
(f) "SEC" means the Securities and Exchange
Commission.
(g) "Securities Laws" mean the 1933 Act, the 1934 Act,
the 1940 Act and the CEA.
(h) "Shares" mean the shares of beneficial interest
of any series or class of the Company.
(i) "Written Instructions" mean written instructions
signed by an Authorized Person and received by PFPC. The
instructions may be delivered by hand, mail, tested telegram,
cable, telex or facsimile sending device.
2. APPOINTMENT. The Company hereby appoints PFPC to serve
as transfer agent, registrar, dividend disbursing agent and
shareholder servicing agent to the Company in accordance with the
terms set forth in this Agreement. PFPC accepts such appointment
and agrees to furnish such services.
3. DELIVERY OF DOCUMENTS. The Company has provided or,
where applicable, will provide PFPC with the following:
(a) Certified or authenticated copies of the
resolutions of the Company's Board of
Directors, approving the appointment of PFPC
or its affiliates to provide services to the
Company and approving this Agreement;
(b) A copy of the Company's most recent effective
offering memorandum;
(c) A copy of the advisory agreement;
(d) A copy of the distribution agreement with
respect to each class of Shares of the
Company;
(e) A copy of any administration agreements if
PFPC is not providing the Company with such
services;
(f) Copies of any shareholder servicing
agreements made in respect of the Company;
and
(g) Copies (certified or authenticated where
applicable) of any and all amendments or
supplements to the foregoing.
4. COMPLIANCE WITH RULES AND REGULATIONS. PFPC undertakes
to comply with all applicable requirements of the Securities Laws
and any laws, rules and regulations of governmental authorities
having jurisdiction with respect to the duties to be performed by
PFPC hereunder. Except as specifically set forth herein, PFPC
assumes no responsibility for such compliance by the Company or
any of its investment portfolios.
5. INSTRUCTIONS.
(a) Unless otherwise provided in this Agreement, PFPC
shall act only upon Oral Instructions and Written Instructions.
(b) PFPC shall be entitled to rely upon any Oral
Instructions and Written Instructions it receives from an
Authorized Person (or from a person reasonably believed by PFPC
to be an Authorized Person) pursuant to this Agreement. PFPC may
assume that any Oral Instruction or Written Instruction received
hereunder is not in any way inconsistent with the provisions of
organizational documents or this Agreement or of any vote,
resolution or proceeding of the Company's Board of Directors or
of the Company's shareholders, unless and until PFPC receives
Written Instructions to the contrary.
(c) The Company agrees to forward to PFPC Written
Instructions confirming Oral Instructions so that PFPC receives
the Written Instructions by the close of business on the same day
that such Oral Instructions are received. The fact that such
confirming Written Instructions are not received by PFPC shall in
no way invalidate the transactions or enforceability of the
transactions authorized by the Oral Instructions. Where Oral
Instructions or Written Instructions reasonably appear to have
been received from an Authorized Person, PFPC shall incur no
liability to the Company in acting upon such Oral Instructions or
Written Instructions provided that PFPC's actions comply with the
other provisions of this Agreement.
6. RIGHT TO RECEIVE ADVICE.
(a) Advice of the Company. If PFPC is in doubt as to
any action it should or should not take, PFPC may request
directions or advice, including Oral Instructions or Written
Instructions, from the Company.
(b) Advice of Counsel. If PFPC shall be in doubt as
to any question of law pertaining to any action it should or
should not take, PFPC may request advice at its own cost from
such counsel of its own choosing (who may be counsel for the
Company, the Company's investment adviser or PFPC, at the option
of PFPC).
(c) Conflicting Advice. In the event of a conflict
between directions, advice or Oral Instructions or Written
Instructions PFPC receives from the Company, and the advice it
receives from counsel, PFPC may rely upon and follow the advice
of counsel. In the event PFPC so relies on the advice of
counsel, PFPC remains liable for any action or omission on the
part of PFPC which constitutes willful misfeasance, bad faith,
gross negligence or reckless disregard by PFPC of any duties,
obligations or responsibilities set forth in this Agreement.
(d) Protection of PFPC. PFPC shall be protected in
any action it takes or does not take in reliance upon directions,
advice or Oral Instructions or Written Instructions it receives
from the Company or from counsel and which PFPC believes, in good
faith, to be consistent with those directions, advice or Oral
Instructions or Written Instructions. Nothing in this section
shall be construed so as to impose an obligation upon PFPC (i) to
seek such directions, advice or Oral Instructions or Written
Instructions, or (ii) to act in accordance with such directions,
advice or Oral Instructions or Written Instructions unless, under
the terms of other provisions of this Agreement, the same is a
condition of PFPC's properly taking or not taking such action.
Nothing in this subsection shall excuse PFPC when an action or
omission on the part of PFPC constitutes willful misfeasance, bad
faith, gross negligence or reckless disregard by PFPC of any
duties, obligations or responsibilities set forth in this
Agreement.
7. RECORDS; VISITS. The books and records pertaining to
the Company, which are in the possession or under the control of
PFPC, shall be the property of the Company. Such books and
records shall be prepared and maintained as required by the 1940
Act and other applicable securities laws, rules and regulations.
The Company and Authorized Persons shall have access to such
books and records at all times during PFPC's normal business
hours. Upon the reasonable request of the Company, copies of any
such books and records shall be provided by PFPC to the Company
or to an Authorized Person, at the Company's expense.
8. CONFIDENTIALITY. PFPC agrees to keep confidential all
records of the Company and information relating to the Company
and its shareholders, unless the release of such records or
information is otherwise consented to, in writing, by the
Company. The Company agrees that such consent shall not be
unreasonably withheld and may not be withheld where PFPC may be
exposed to civil or criminal contempt proceedings or when
required to divulge such information or records to duly
constituted authorities.
9. COOPERATION WITH ACCOUNTANTS. PFPC shall cooperate
with the Company's independent public accountants and shall take
all reasonable actions in the performance of its obligations
under this Agreement to ensure that the necessary information is
made available to such accountants for the expression of their
opinion, as required by the Company.
10. DISASTER RECOVERY. PFPC shall enter into and shall
maintain in effect with appropriate parties one or more
agreements making reasonable provisions for emergency use of
electronic data processing equipment to the extent appropriate
equipment is available. In the event of equipment failures, PFPC
shall, at no additional expense to the Company, take reasonable
steps to minimize service interruptions. PFPC shall have no
liability with respect to the loss of data or service
interruptions caused by equipment failure, provided such loss or
interruption is not caused by PFPC's own willful misfeasance, bad
faith, gross negligence or reckless disregard of its duties or
obligations under this Agreement.
11. COMPENSATION. As compensation for services rendered by
PFPC during the term of this Agreement, the Company will pay to
PFPC a fee or fees as may be agreed to from time to time in
writing by the Company and PFPC.
12. INDEMNIFICATION. The Company agrees to indemnify and
hold harmless PFPC and its affiliates from all taxes, charges,
expenses, assessments, claims and liabilities (including, without
limitation, liabilities arising under the Securities Laws and any
state and foreign securities and blue sky laws, and amendments
thereto), and expenses, including (without limitation) attorneys'
fees and disbursements, arising directly or indirectly from any
action or omission to act which PFPC takes (i) at the request or
on the direction of or in reliance on the advice of the Company
or (ii) upon Oral Instructions or Written Instructions. Neither
PFPC, nor any of its affiliates, shall be indemnified against any
liability (or any expenses incident to such liability) arising
out of PFPC's or its affiliates' own willful misfeasance, bad
faith, gross negligence or reckless disregard of its duties and
obligations under this Agreement.
13. RESPONSIBILITY OF PFPC.
(a) PFPC shall be under no duty to take any action on
behalf of the Company except as specifically set forth herein or
as may be specifically agreed to by PFPC in writing. PFPC shall
be obligated to exercise care and diligence in the performance of
its duties hereunder, to act in good faith and to use its best
efforts, within reasonable limits, in performing services
provided for under this Agreement. PFPC shall be liable for any
damages arising out of PFPC's failure to perform its duties under
this Agreement to the extent such damages arise out of PFPC's
willful misfeasance, bad faith, gross negligence or reckless
disregard of such duties.
(b) Without limiting the generality of the foregoing
or of any other provision of this Agreement, (i) PFPC, shall not
be liable for losses beyond its control, provided that PFPC has
acted in accordance with the standard of care set forth above;
and (ii) PFPC shall not be under any duty or obligation to
inquire into and shall not be liable for (A) the validity or
invalidity or authority or lack thereof of any Oral Instruction
or Written Instruction, notice or other instrument which conforms
to the applicable requirements of this Agreement, and which PFPC
reasonably believes to be genuine; or (B) subject to Section 10,
delays or errors or loss of data occurring by reason of
circumstances beyond PFPC's control, including acts of civil
or military authority, national emergencies, labor difficulties,
fire, flood, catastrophe, acts of God, insurrection, war, riots
or failure of the mails, transportation, communication or power supply.
(c) Notwithstanding anything in this Agreement to the
contrary, neither PFPC nor its affiliates shall be liable to the
Company for any consequential, special or indirect losses or
damages which the Company may incur or suffer by or as a
consequence of PFPC's or its affiliates' performance of the
services provided hereunder, whether or not the likelihood of
such losses or damages was known by PFPC or its affiliates.
14. DESCRIPTION OF SERVICES.
(a) Services Provided on an Ongoing Basis, If
Applicable.
(i) Maintain proper shareholder registrations;
(ii) Countersign share certificates;
(iii) Provide toll-free lines for direct
shareholder use, plus customer liaison staff
for on-line inquiry response;
(iv) Provide periodic shareholder lists and
statistics to the clients;
(v) Prepare periodic mailing of year-end tax and
statement information; and
(vi) Notify on a timely basis the investment
adviser, accounting agent, and custodian of
fund activity.
(b) Services Provided by PFPC Under Oral Instructions
or Written Instructions.
(i) Pay dividends and other distributions;
(ii) Issue and cancel certificates (when requested
in writing by the shareholder).
(c) Purchase of Shares. PFPC shall issue and credit
an account of an investor, in the manner described in the
Company's prospectus, once it receives:
(i) A purchase order;
(ii) Proper information to establish a shareholder
account; and
(iii) Confirmation of receipt or crediting of funds
for such order to the Company's custodian.
(d) Cancellation and Reissuance of Shares. Upon
receipt of appropriate notification of cancellation and
reissuance, PFPC shall cancel, reissue and credit the account of
the investor or other recordholder with shares in accordance with
standard industry practice.
(e) Dividends and Distributions. Upon receipt of a
resolution of the Company's Board of Directors authorizing the
declaration and payment of dividends and distributions, PFPC
shall issue dividends and distributions declared by the Company
in Shares, or, upon shareholder election, pay such dividends and
distributions in cash, if provided for in the Company's
prospectus. Such issuance or payment, as well as payments upon
redemption as described above, shall be made after deduction and
payment of the required amount of funds to be withheld in
accordance with any applicable tax laws or other laws, rules or
regulations. PFPC shall mail to the Company's shareholders such
tax forms and other information, or permissible substitute
notice, relating to dividends and distributions paid by the
Company as are required to be filed and mailed by applicable law,
rule or regulation.
PFPC shall prepare, maintain and file with the IRS and
other appropriate taxing authorities reports relating to all
dividends above a stipulated amount paid by the Company to its
shareholders as required by tax or other law, rule or regulation.
(f) Communications to Shareholders. Upon timely
Written Instructions, PFPC shall mail all communications by the
Company to its shareholders, including:
(i) Reports to shareholders;
(ii) Confirmations of purchases and sales of
Company shares;
(iii) Quarterly statements;
(iv) Dividend and distribution notices; and
(v) Tax form information.
(g) Records. PFPC shall maintain records of the
accounts for each shareholder showing the following information:
(i) Name, address and United States Tax
Identification or Social Security number;
(ii) Number and class of Shares held and number
and class of Shares for which certificates,
if any, have been issued, including
certificate numbers and denominations;
(iii) Historical information regarding the account
of each shareholder, including dividends and
distributions paid and the date and price for
all transactions on a shareholder's account;
(iv) Any stop or restraining order placed against
a shareholder's account;
(v) Any correspondence relating to the current
maintenance of a shareholder's account;
(vi) Information with respect to withholdings; and
(vii) Any information required in order for the
transfer agent to perform any calculations
contemplated or required by this Agreement.
(h) Lost or Stolen Certificates. PFPC shall place a
stop notice against any certificate reported to be lost or stolen
and comply with all applicable federal regulatory requirements
for reporting such loss or alleged misappropriation. A new
certificate shall be registered and issued only upon:
(i) The shareholder's pledge of a lost instrument
bond or such other appropriate indemnity bond
issued by a surety company approved by PFPC;
and
(ii) Completion of a release and indemnification
agreement signed by the shareholder to protect
PFPC and its affiliates.
(i) Shareholder Inspection of Stock Records. Upon a
request from any Company shareholder to inspect stock records,
PFPC will notify the Company and the Company will issue
instructions granting or denying each such request. Unless PFPC
has acted contrary to the Company's instructions, the Company
agrees and does hereby, release PFPC from any liability for
refusal of permission for a particular shareholder to inspect the
Company's stock records.
(j) Withdrawal of Shares and Cancellation of
Certificates.
Upon receipt of Written Instructions, PFPC shall cancel
outstanding certificates surrendered by the Company to reduce the
total amount of outstanding shares by the number of shares
surrendered by the Company.
15. DURATION AND TERMINATION. This Agreement shall
continue until terminated by the Company or by PFPC on sixty (60)
days' prior written notice to the other party.
16. NOTICES. All notices and other communications,
including Written Instructions, shall be in writing or by
confirming telegram, cable, telex or facsimile sending device.
Notices shall be addressed (a) if to PFPC, at ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇; (b) if to the Company, at
, Attn: or (c) if to
neither of the foregoing, at such other address as shall have
been given by like notice to the sender of any such notice or
other communication by the other party. If notice is sent by
confirming telegram, cable, telex or facsimile sending device, it
shall be deemed to have been given immediately. If notice is
sent by first-class mail, it shall be deemed to have been given
three days after it has been mailed. If notice is sent by
messenger, it shall be deemed to have been given on the day it is
delivered.
17. AMENDMENTS. This Agreement, or any term thereof, may
be changed or waived only by a written amendment, signed by the
party against whom enforcement of such change or waiver is
sought.
18. DELEGATION; ASSIGNMENT. PFPC may assign its rights and
delegate its duties hereunder to any wholly-owned direct or
indirect subsidiary of PNC Bank, National Association or PNC Bank
Corp., provided that (i) PFPC gives the Company thirty (30) days'
prior written notice; (ii) the delegate (or assignee) agrees with
PFPC and the Company to comply with all relevant provisions of
the 1940 Act; and (iii) PFPC and such delegate (or assignee)
promptly provide such information as the Company may request, and
respond to such questions as the Company may ask, relative to the
delegation (or assignment), including (without limitation) the
capabilities of the delegate (or assignee).
19. COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same
instrument.
20. FURTHER ACTIONS. Each party agrees to perform such
further acts and execute such further documents as are necessary
to effectuate the purposes hereof.
21. MISCELLANEOUS.
(a) Entire Agreement. This Agreement embodies the
entire agreement and understanding between the parties and
supersedes all prior agreements and understandings relating to
the subject matter hereof, provided that the parties may embody
in one or more separate documents their agreement, if any, with
respect to delegated duties and Oral Instructions.
(b) Captions. 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.
(c) Governing Law. This Agreement shall be deemed to
be a contract made in Delaware and governed by Delaware law,
without regard to principles of conflicts of law.
(d) Partial Invalidity. If any provision of this
Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall
not be affected thereby.
(e) Successors and Assigns. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto
and their respective successors and permitted assigns.
(f) Facsimile Signatures. The facsimile signature of
any party to this Agreement shall constitute the valid and
binding execution hereof by such party.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the day and year first above
written.
PFPC INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Executive Vice President
Managed Income Securities Plus
Fund, Inc.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Vice President
AUTHORIZED PERSONS APPENDIX
NAME (TYPE) SIGNATURE
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