STOCK TRANSFER AGENCY AGREEMENT
This STOCK TRANSFER AGENCY AGREEMENT (the "Agreement"), effective as of
September 29, 2005 (the "Effective Date"), is between Tortoise North American
Energy Corporation (the "Company"), a Maryland corporation, with its principal
office at ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, and Computershare
Investor Services, LLC ("Computershare"), a Delaware limited liability company,
with its principal office at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇.
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;
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(ii) the application or removal of a legend restricting the transfer
of any certificate;
(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
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(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 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.
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9. BILLING AND PAYMENT
(a) Computershare shall ▇▇▇▇ 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.
(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
▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ 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
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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 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:
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If to the Company: Tortoise North American Energy Corporation
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
If to Computershare: Computershare Investor Services, LLC
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
with a copy to:
Computershare Investor Services, LLC
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Client Services Manager
Fax: ▇▇▇-▇▇▇-▇▇▇▇
(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 NORTH AMERICAN ENERGY
CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
Title: Assistant Treasurer
----------------------------------
COMPUTERSHARE INVESTOR SERVICES, LLC
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------
Title: Vice President
----------------------------------
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SCHEDULE A
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 services of administrative team led by a Relationship Manager
based 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 (subject to additional fees) 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:
>> Administer and maintain plan accounts;
>> Enroll new participants;
>> Process shareholder requests;
>> Distribute plan literature;
>> Reinvest dividends;
>> Provide for ACH investments (subject to additional fees), if
applicable; and
>> 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.
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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.
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SCHEDULE B
STATEMENT OF FEES
FEES
Annual Management Fee:
Monthly administrative fee for our services as transfer agent will be US
$875.00
Dividend Disbursement / Reinvestment Fee:
To administer the calculation, payment or reinvestment of the regular
dividend an administrative fee of $1.00 per disbursement will be charged.
Additional Transaction Based Fees:
Generic Certificates
• One time set-up fee US $ 150.00
• 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.
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EXHIBIT I
RESOLUTION
OF THE
BOARD OF DIRECTORS OF TORTOISE NORTH AMERICAN ENERGY CORPORATION
APPOINTMENT OF COMPUTERSHARE
WHEREAS, it is deemed desirable and in the best interests of Tortoise North
American Energy 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
September 29,2005, 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
Common 100,000,000
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.
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 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
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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 January 19th, 2005, at which a quorum was present and voted, and that
said resolutions remain in full force and effect;
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
(Corporate Seal)
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EXHIBIT II
CORPORATE INFORMATION SCHEDULE
Tortoise North American Energy Corporation (the "Company") hereby represents and
warrants that the authorized and issued stock of the Company is as follows:
(1) (2) (3)
----------------------- ------------------------ ----------------------- ---------------------- ----------------------
Class of Stock and Shares Authorized by Total Shares Now Shares Issued and Reserved Shares*
Par Value the Articles or Authorized by the Outstanding,
Certificate of Board of Directors Including Treasury
Incorporation Shares
----------------------- ------------------------ ----------------------- ---------------------- ----------------------
Common 100,000,000 100,000,000 - -
----------------------- ------------------------ ----------------------- ---------------------- ----------------------
Note: The sum of columns 2 and 3 should equal the number in Column 1.
*If shares have been reserved, identify purpose(s):
------------------------------------------------------------ ---------------------------------------------------------
Purpose of Reservation: Number of Shares in 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: ▇▇-▇▇▇▇▇▇▇.
-----------
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 ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------- -------------------------- --------------------------
CFO and Treasurer ▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------- -------------------------- --------------------------
Secretary ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------- -------------------------- --------------------
Assistant Treasurer ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------- -------------------------- --------------------------
The name and address of legal counsel for the Company is:
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLP
------------------------------------------------------------------------------------------
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* * *
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 29th day of September, 2005.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------
Secretary
Corporate Seal
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