EXHIBIT 99.2(K)(2)
TRANSFER AGENCY AND
STOCK TRANSFER SERVICES AGREEMENT
This Transfer Agency and Stock Transfer Services Agreement (the "Agreement"),
effective as of October 1, 2002, by and among each of the U.S. Bancorp Asset
Management closed-end investment companies listed on Exhibit A hereto, (each a
"Fund" or the "Funds") having a principal office and place of business at ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ (the "Fund"), and EquiServe, Inc., ("EQI")
a Delaware corporation, and its fully owned subsidiary EquiServe Trust Company,
N.A., ("Trust Company") a federally chartered trust company doing business at
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (collectively, the "Transfer
Agent").
WHEREAS, the Fund desires Transfer Agent to provide, and Transfer Agent is
willing to provide, transfer agent and other services as set forth herein to the
Fund, on the terms and conditions hereinafter set forth;
NOW, THEREFORE, for good and valuable consideration, the receipt of which
is hereby acknowledged, the parties hereby agree as follows:
SECTION 1. APPOINTMENT OF TRANSFER AGENT
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1.01 The Fund hereby appoints the Transfer Agent to act as the sole
transfer agent and registrar for the common stock of the Fund (the "Shares") in
accordance with the terms and conditions hereof, and the Transfer Agent hereby
accepts such appointment.
1.02 In connection with the appointment of the Transfer Agent as transfer
agent and registrar for the Fund, the Fund will deliver the following documents
to the Transfer Agent:
(a) Copies of any Registration Statements and amendments thereto filed
with the Securities and Exchange Commission;
(b) Specimens of all forms of outstanding stock certificates, in the forms
approved by the Board of Directors of the Fund, with a certificate of the
Secretary of the Fund as to such approval;
(c) Specimens of the signatures of the officers of the Fund authorized to
sign stock certificates and individuals authorized to sign written instructions
and requests; and
(d) An opinion of counsel for the Fund with respect to:
(i) The Fund's organization and existence under the laws of its
state of organization;
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(ii)The status of all Shares of the Fund under the Securities Act
of 1933, as amended, and any other applicable federal or state
statute; and
(iii) That all issued Shares are, and all unissued Shares will be,
when issued, validly issued, fully paid and nonassessable.
SECTION 2. STANDARD SERVICES
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2.01 The Transfer Agent will perform the following services:
In accordance with the procedures established from time to time by
agreement between the Fund and the Transfer Agent, the Transfer Agent shall:
(a) issue and record the appropriate number of Shares as
authorized and hold such shares in the appropriate shareholder
("Shareholder") account;
(b) effect transfers of Shares by the registered owners thereof
upon receipt of appropriate documentation;
(c) prepare and transmit payments for dividends and distributions
declared by the Fund, provided good funds for said dividends or
distributions are received by the Transfer Agent prior to the scheduled
mailing date for said dividends or distributions;
(d) act as agent for Shareholders pursuant to the Fund's dividend
reinvestment plans and any other investment programs as amended from time
to time in accordance with the fee and service schedule attached hereto as
Exhibit B ("Fee and Service Schedule") and the terms of any agreements
relating thereto to which the Transfer Agent is or will be a party; and
(e) issue replacement certificates for those certificates alleged to
have been lost, stolen or destroyed upon receipt by the Transfer Agent of
an open penalty surety bond satisfactory to it and holding it and the Fund
harmless, absent notice to the Fund and the Transfer Agent that such
certificates have been acquired by a bona fide purchaser. The Transfer
Agent, at its option, may issue replacement certificates in place of
mutilated stock certificates upon presentation thereof without such
indemnity.
2.02 The Transfer Agent shall perform all the customary services of a
transfer agent, dividend disbursing agent and an agent of a dividend
reinvestment plan and other investment programs as described in Section 2.01
consistent with those requirements in effect as of the date of this Agreement.
The detailed services and definition, frequency, limitations and associated
costs (if any) are set out in Fee and Service Schedule.
2.03 The Transfer Agent may provide such additional services to or on
behalf of the Fund (e.g., escheatment services) as may be agreed upon in writing
between the Fund and the Transfer Agent.
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COMPLIANCE WITH LAWS. The Fund agrees that each of the Trust Company and EQI is
obligated to and the Trust Company and EQI agree to comply with all applicable
federal, state and local laws and regulations, codes, order and government rules
in the performance of its duties under this Agreement.
SECTION 3. FEES AND EXPENSES
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3.01 Fees.
(a) For the Initial Term, as defined in Section 14.01 hereof, the Fund
agrees to pay the Transfer Agent fees for the services performed pursuant to
this Agreement as set forth in the Fee and Service Schedule.
(b) After the Initial Term of the Agreement the fees listed in the Fee and
Service Schedule shall be increased by the accumulated change in the National
Employment Cost Index for Service Producing Industries (Finance, Insurance, Real
Estate) for the preceding years of the contract, as published by the Bureau of
Labor Statistics of the United States Department of Labor. Fees will be
increased on this basis on each successive contract anniversary thereafter.
(c) Notwithstanding Section 3.01(b) above, fees and the out-of-pocket
expenses and advances identified under Section 3.02 below may be changed from
time to time as agreed upon in writing between the Transfer Agent and the Fund.
3.02 Out of Pocket Expenses.
(a) In addition to the fees paid under Section 3.01 above, the Fund agrees
to reimburse the Transfer Agent for out-of-pocket expenses, including, but not
limited to, check stock, stationery, envelopes, confirmation production,
postage, forms, insurance, telephone usage, facsimile charges, microfilm,
microfiche, printing of proxies, expenses incurred attending annual meeting,
records storage or advances incurred by the Transfer Agent for the items set out
in the Fee and Service Schedule. In addition, any other expenses incurred by the
Transfer Agent at the request or with the consent of the Fund will be reimbursed
by the Fund.
(b) All out-of-pocket expenses described in Section 3.02(a) above will be
billed as incurred subject to Section 3.03(b), provided, however, that payment
for postage expenses and the cost of materials for mailing of dividends,
proxies, the Fund reports and other mailings to all Shareholder accounts shall
be advanced to the Transfer Agent by the Fund at least seven (7) days prior to
the mailing date of such materials.
(c) The Transfer Agent reserves the right to receive compensation from
vendors for services rendered to vendors which relate to services to be provided
under this Agreement, to the extent such services rendered reduce the overall
costs of the services.
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3.03 Payment of Fees and Expenses.
(a) The Fund agrees to pay all fees and reimbursable expenses upon receipt
of the respective billing notice. Interest charges will accrue on unpaid
balances outstanding for more than forty-five (45) days.
(b) The failure by the Fund to pay an invoice within 90 days after receipt
of such invoice or the failure by the Fund to timely pay three consecutive
invoices shall constitute a material breach pursuant to Section 14.02 below. The
Transfer Agent may terminate this Agreement for such material breach immediately
and shall not be obligated to provide the Fund with 30 days to cure such breach.
3.04 Services Required by Legislation.
Services required by legislation or regulatory mandate that become
effective after the effective date of this Agreement shall not be part of the
standard services, and shall be billed by appraisal.
3.05 Overtime Charges.
Overtime charges will be assessed in the event of a late delivery to the
Transfer Agent of the Fund material for mailings to shareholders unless the mail
date is rescheduled. Such material includes, but is not limited to, proxy
statements, quarterly and annual reports, dividend enclosures and news releases.
3.06 BANK ACCOUNTS. The Fund acknowledges that the bank accounts
maintained by EQI in connection with the Services will be in its name and that
EQI may receive investment earnings in connection with the investment at EQI's
risk and for its benefit of funds held in those accounts from time to time,
within the normal course of business.
4. DIVIDEND DISBURSING SERVICES.
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4.1 DECLARATION OF DIVIDENDS. Upon receipt of a written notice from the
President, any Vice President, Secretary, Assistant Secretary, Treasurer or
Assistant Treasurer of Fund declaring the payment of a dividend, EQI shall
disburse such dividend payments provided that in advance of such payment, Fund
furnishes EQI with sufficient funds. The payment of such funds to EQI for the
purpose of being available for the payment of dividend checks from time to time
is not intended by Fund to confer any rights in such funds on Fund's
Shareholders whether in trust or in contract or otherwise.
4.2 STOP PAYMENTS. Fund hereby authorizes EQI to stop payment of checks
issued in payment of dividends, but not presented for payment, when the payees
thereof allege either that they have not received the checks or that such checks
have been mislaid, lost, stolen, destroyed or, through no fault of theirs, are
otherwise beyond their control and cannot be produced by them for presentation
and collection, and EQI shall issue and deliver duplicate checks in replacement
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thereof, and Fund shall indemnify Transfer Agent against any loss or damage
resulting from reissuance of the checks.
4.3 TAX WITHHOLDING. EQI is hereby authorized to deduct from all dividends
declared by a Fund and disbursed by EQI, as dividend disbursing agent, the tax
required to be withheld pursuant to Sections 1441, 1442 and 3406 of the Internal
Revenue Code of 1986, as amended, or by any Federal or State statutes
subsequently enacted, and to make the necessary return and payment of such tax
in connection therewith.
5. SHAREHOLDER INTERNET ACCOUNT ACCESS SERVICES.
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5.1 SHAREHOLDER INTERNET SERVICES. The Transfer Agent shall provide internet
access to each Fund's shareholders through Transfer Agent's web site,
▇▇▇▇▇▇▇▇▇.▇▇▇ ("Shareholder Internet Services"), pursuant to its established
procedures ("Security Procedures"), to allow shareholders to view their account
information and perform certain on-line transaction request capabilities. The
Shareholder Internet Services shall be provided at no additional charge at this
time, other than the transaction fees currently being charged for the different
transactions as described on the Fee and Service Schedule. The Transfer Agent
reserves the right to charge a fee for this service at any time in the future.
5.2 SCOPE OF TRANSFER AGENT SHAREHOLDER INTERNET SERVICES OBLIGATIONS.
Transfer Agent shall at all times use reasonable care in performing Shareholder
Internet Services under this Agreement. With respect to any claims for losses,
damages, costs or expenses which may arise directly or indirectly from Security
Procedures which Transfer Agent has implemented or omitted, Transfer Agent shall
be presumed to have used reasonable care if it has followed, in all material
respects, its Security Procedures then in effect. Transfer Agent may, but shall
not be required to, modify such Security Procedures from time to time to the
extent it believes, in good faith, that such modifications will enhance the
security of Shareholder Internet Services. All data and information
transmissions accessed via Shareholder Internet Services are for informational
purposes only, and are not intended to satisfy regulatory requirements or comply
with any laws, rules, requirements or standards of any federal, state or local
governmental authority, agency or industry regulatory body, including the
securities industry, which compliance is the sole responsibility of Fund. The
Security Procedures implemented by the Transfer Agent will meet industry
standards.
SECTION 6. REPRESENTATIONS AND WARRANTIES OF THE TRANSFER AGENT
The Transfer Agent represents and warrants to the Fund that:
6.01 EquiServe Trust Company, N.A. is a federally chartered limited
purpose national bank duly organized under the laws of the United States and
EquiServe, Inc. is a corporation validly existing and in good standing under the
laws of the State of Delaware and each has full corporate power, authority and
legal right to execute, deliver and perform this Agreement. The execution,
delivery and performance of this Agreement by the Transfer Agent has been duly
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authorized by all necessary corporate action and constitutes the legal, valid
and binding obligation of Transfer Agent enforceable against Transfer Agent in
accordance with its terms;
6.02 The execution, delivery and performance of this Agreement by Transfer
Agent will not violate, conflict with or result in the breach of any material
term, condition or provision of, or require the consent of any other party to,
(i) any existing law, ordinance, or governmental rule or regulation to which
Transfer Agent is subject, (ii) any judgment, order, writ, injunction, decree or
award of any court, arbitrator or governmental or regulatory official, body or
authority which is applicable to Transfer Agent, (iii) the incorporation
documents or bylaws of, or any material agreement to which Transfer Agent is a
party; and
6.03 Transfer Agent has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and obligations under
this Agreement.
SECTION 7. REPRESENTATIONS AND WARRANTIES OF THE FUND
------------------------------------------
The Fund represents and warrants to the Transfer Agent that:
7.01 It is a corporation duly organized and existing and in good standing
under the laws of the state of incorporation, as defined in Exhibit A attached;
7.02 It is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this Agreement;
7.03 All corporate proceedings required by said Articles of Incorporation,
By-Laws and applicable law have been taken to authorize it to enter into and
perform this Agreement; and
7.04 The Shares have been registered under the Securities Act of 1933, as
amended (the "1933 Act"), or will be so registered prior to the sale of any
Shares, and all appropriate state securities law filings have been made with
respect to all Shares of the Fund being offered for sale except for any Shares
which are offered in a transaction or series of transactions which are exempt
from the registration requirements of the 1933 Act and state securities laws;
information to the contrary will result in immediate notification to the
Transfer Agent.
7.05 The Fund is a closed-end investment company registered under the
Investment Company Act of 1940, as amended.
8. OPTIONAL SERVICES AND STANDARDS.
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8.1 OPTIONAL SERVICES.
To the extent that Fund elects to engage any entity other than the Transfer
Agent ("Client Vendor") to provide the services listed below the Fund shall
give the Transfer Agent the Transfer Agent the right of first refusal to
provide such services upon same terms and fees as the Client Vendor:
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(a) Corporate actions (including liquidations, inter alia, odd lot buy
backs, exchanges, mergers, redemptions, subscriptions, capital
reorganization, coordination of post-merger services and special
meetings).
In the event that the Client Vendor provides the above services, the
Client shall pay the Transfer Agent its standard fees and expenses charged by
the Transfer Agent for services rendered to support the above services rendered
by the Vendor for the benefit of the Client.
SECTION 9. INDEMNIFICATION
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9.1 The Transfer Agent shall not be responsible for, and the Fund shall
indemnify and hold the Transfer Agent harmless from and against, any and all
losses, damages, costs, charges, counsel fees and expenses, payments, expenses
and liability arising out of or attributable to:
(a) All actions of the Transfer Agent or its agents or
subcontractors required to be taken pursuant to this Agreement, provided
such actions are taken in good faith and without negligence or willful
misconduct;
(b) The Fund's lack of good faith, negligence or willful
misconduct or the breach of any representation or warranty of the Fund
hereunder;
(c) The reliance or use by the Transfer Agent or its agents or
subcontractors of information, records and documents which (i) are
received by the Transfer Agent 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. Such other person or firm shall include any former transfer agent or
former registrar, or co-transfer agent or co-registrar or any current
registrar where the Transfer Agent is not the current registrar;
(d) The reliance on, or the carrying out by the Transfer Agent or
its agents or subcontractors of any instructions or requests of the
Fund; and
(e) The offer or sale of Shares in violation of any federal or state
securities laws requiring that such shares be registered or in violation
of any stop order or other determination or ruling by any federal or state
agency with respect to the offer or sale of such Shares; and
(f) The negotiations and processing of checks, including checks made
payable to prospective or existing Shareholders which are tendered to the
Transfer Agent for the purchase of Shares (commonly known as "third party
checks").
(g) The reliance or use by the Transfer Agent or its agents or
subcontractors of any paper or document reasonably believed to be genuine
and to have been signed by the proper person or persons including
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Shareholders or electronic instruction from Shareholders submitted through
the shareholder Internet Services or other electronic means pursuant to
Security Procedures established by the Transfer Agent;
9.02 At any time the Transfer Agent 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 Transfer Agent
under this Agreement, and the Transfer Agent and its agents and 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 advice or opinion
of such counsel. The Transfer Agent, its agents and subcontractors shall be
protected and indemnified in acting upon any paper or document 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
Transfer Agent or its agents or subcontractors by telephone, in person, machine
readable input, telex, CRT data entry or 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 Transfer Agent, its
agents and subcontractors shall also be protected and indemnified in recognizing
stock certificates which are reasonably believed to bear the proper manual or
facsimile signatures of 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.
9.03 Transfer Agent shall be responsible for and shall indemnify and hold
the Fund and its officers, directors and affiliates (including its investment
adviser) harmless from and against any and all losses, damages, costs, charges,
counsel fees, payments, expenses and liability arising out of or attributable to
Transfer Agent's refusal or failure to comply with the terms of this Agreement,
or which arise out of Transfer Agent's negligence or willful misconduct or which
arise out of the breach of any representation or warranty of Transfer Agent
hereunder, for which Transfer Agent is not entitled to indemnification under
this Agreement; provided, however, that Transfer Agent's aggregate liability
during any term of this Agreement with respect to, arising from or arising in
connection with this Agreement, or from all services provided or omitted to be
provided under this Agreement, whether in contract, or in tort, or otherwise,
other than any liability arising from the Transfer Agent's willful misconduct,
is limited to, and shall not exceed, the amounts paid hereunder by the Fund to
Transfer Agent as fees and charges, but not including reimbursable expenses,
during the three (3) years immediately preceding the event for which recovery
from the Transfer Agent is being sought.
9.04 In order that the indemnification provisions contained in this
Section 9 shall apply, upon the assertion of a claim for which one 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 such claim. The
failure of the party seeking indemnification to promptly notify the other party
of such assertion, and to keep such other party advised with respect to all
developments concerning such claim, shall not relieve such other party of its
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indemnification obligations hereunder except to the extent that it was
prejudiced by the failure of the party seeking indemnification to promptly
notify such other party of such assertion and to keep such other party advised
with respect to all developments concerning such claim. The indemnifying party
shall have the option to participate with the indemnified party in the defense
of such claim or to defend against said claim in its own name or the name of the
indemnified party. The indemnified party shall in no case confess any claim or
make any compromise in any case in which the indemnifying party may be required
to indemnify it except with indemnifying party's prior written consent.
SECTION 10. STANDARD OF CARE
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The Transfer Agent shall at all times act in good faith and agrees to use
its best efforts within industry standards to insure the accuracy of all
services performed under this Agreement, but assumes no responsibility and shall
not be liable for loss or damage due to errors unless said errors are caused by
its negligence, bad faith or willful misconduct or that of its employees.
SECTION 11. RESPONSIBILITIES OF THE TRANSFER AGENT
--------------------------------------
The Transfer Agent undertakes the duties and obligations imposed by this
Agreement upon the following terms and conditions, by all of which the Fund, by
its acceptance hereof, shall be bound:
11.01 Whenever in the performance of its duties hereunder the Transfer
Agent shall deem it necessary or desirable that any fact or matter be proved or
established by the Fund prior to taking or suffering any action hereunder, such
fact or matter may be deemed to be conclusively proved and established by a
certificate signed by an officer of the Fund and delivered to the Transfer
Agent. Such certificate shall be full authorization to the Transfer Agent for
any action taken or suffered in good faith by it under the provisions of this
Agreement in reliance upon such certificate.
11.02 The Fund agrees that it will perform, execute, acknowledge and
deliver or cause to be performed, executed, acknowledged and delivered all such
further and other acts, instruments and assurances as may reasonably be required
by the Transfer Agent for the carrying out or performing by the Transfer Agent
of the provisions of this Agreement.
11.03 The Transfer Agent, any of its affiliates or subsidiaries, and any
stockholder, director, officer or employee of the Transfer Agent may buy, sell
or deal in the securities of the Fund or become pecuniarily interested in any
transaction in which the Fund may be interested, or contract with or lend money
to the Fund or otherwise act as fully and freely as though it were not appointed
as agent under this Agreement. Nothing herein shall preclude the Transfer Agent
from acting in any other capacity for the Fund or for any other legal entity.
11.04 No provision of this Agreement shall require the Transfer Agent to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder or in the exercise of its rights if
it shall believe in good faith that repayment of such funds or adequate
indemnification against such risk or liability is not reasonably assured to it.
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SECTION 12 COVENANTS OF THE FUND AND THE TRANSFER AGENT
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12.01 The Fund shall furnish to the Transfer Agent the following, if it
has not already provided:
(a) A copy of its Articles of Incorporation and By-Laws;
(b) Copies of all material amendments to the Fund's Articles of
Incorporation or Bylaws made after the date of this Agreement, promptly
after such amendments are made; and
(c) A certificate of the Fund as to the Shares authorized, issued
and outstanding, as well as a description of all reserves of unissued
Shares relating to the exercise of options, warrants or a conversion of
debentures or otherwise.
12.02 The Transfer Agent hereby agrees to establish and maintain
facilities and procedures reasonably acceptable to the Fund for the safekeeping
of stock certificates, check forms and facsimile signature imprinting devices,
if any, and for the preparation, use, and recordkeeping of such certificates,
forms and devices.
12.03 The Transfer Agent shall keep records relating to the services to be
performed hereunder, in the form and manner as it may deem advisable. The
Transfer Agent agrees that all such records prepared or maintained by it
relating to the services performed hereunder are the property of the Fund and
will be preserved, maintained and made available in accordance with the
requirements of law, and will be surrendered promptly to the Fund on and in
accordance with its request.
12.04 The Transfer Agent 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.
12.05 In the event that any requests or demands are made for the
inspection of the Shareholder records of the Fund, other than requests for
records of shareholders pursuant to standard subpoenas from state or federal
government authorities (e.g., in divorce or criminal actions), the Transfer
Agent will endeavor to notify the Fund and to secure instructions from an
authorized officer of the Fund as to such inspection. The Transfer Agent
expressly reserves the right, however, to exhibit the Shareholder records to any
person whenever it is advised by counsel that it may be held liable for the
failure to exhibit the Shareholder records to such person.
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SECTION 13. DATA ACCESS AND PROPRIETARY INFORMATION
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13.01 The Fund acknowledges that the data bases, computer programs, screen
formats, report formats, interactive design techniques, and documentation
manuals furnished to the Fund by the Transfer Agent as part of the Fund's
ability to access certain the Fund related data ("the Fund Data") maintained by
the Transfer Agent on data bases under the control and ownership of the Transfer
Agent or other third party ("Data Access Services") constitute copyrighted,
trade secret, or other proprietary information (collectively, "Proprietary
Information") of substantial value to the Transfer Agent or other third party.
In no event shall Proprietary Information be deemed the Fund Data. The Fund
agrees to treat all Proprietary Information as proprietary to the Transfer Agent
and further agrees that it shall not divulge any Proprietary Information to any
person or organization except as may be provided hereunder. Without limiting the
foregoing, the Fund agrees for itself and its employees and agents:
(a) to access the Fund Data solely from locations as may be
designated in writing by the Transfer Agent and solely in accordance with
the Transfer Agent's applicable user documentation;
(b) to refrain from copying or duplicating in any way the
Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of
the Proprietary Information, and if such access is inadvertently obtained,
to inform the Transfer Agent in a timely manner of such fact and dispose
of such information in accordance with the Transfer Agent's instructions;
(d) to refrain from causing or allowing the data acquired hereunder
from being retransmitted to any other computer facility or other location,
except with the prior written consent of the Transfer Agent;
(e) that the Fund shall have access only to those authorized
transactions agreed upon by the parties; and
(f) to honor all reasonable written requests made by the Transfer
Agent to protect at the Transfer Agent's expense the rights of the
Transfer Agent in Proprietary Information at common law, under federal
copyright law and under other federal or state law.
Each party shall take reasonable efforts to advise its employees of their
obligations pursuant to this Section 13.
13.02 The Fund notifies the Transfer Agent that if any of the Data Access
Services do not operate in material compliance with the most recently issued
user documentation for such services, the Transfer Agent shall endeavor in a
timely manner to correct such failure. Organizations from which the Transfer
Agent may obtain certain data included in the Data Access Services are solely
responsible for the contents of such data and the Fund agrees to make no claim
against the Transfer Agent arising out of the contents of such third party data,
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including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND
ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH
ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT EXPRESSLY
DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT
LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
13.03 Notwithstanding anything herein to the contrary, the Transfer Agent
represents and warrants that, to the Transfer Agent's knowledge, the Data Access
Services do not and will not violate any copyright, proprietary or personal
right of others. The Transfer Agent shall indemnify and hold harmless the Fund,
its officers, directors, agents and employees, from and against any and all
claims, costs and expenses (including reasonable attorney's fees) arising from
any claim of infringement by the Data Access Services of any copyright,
proprietary or personal right of others; provided, however, that Transfer
Agent's aggregate liability during any term of this Agreement with respect to
such indemnification is limited to, and shall not exceed, the amounts paid
hereunder by the Fund to Transfer Agent as fees and charges, but not including
reimbursable expenses, in accordance with Section 3.03.
13.04 If the transactions available to the Fund include the ability to
originate electronic instructions to the Transfer Agent in order to (i) effect
the transfer or movement of cash or Shares or (ii) transmit Shareholder
information or other information, then in such event the Transfer Agent shall be
entitled to rely on the validity and authenticity of such instructions without
undertaking any further inquiry as long as such instructions are undertaken in
conformity with security procedures established by the Transfer Agent from time
to time.
13.05 The Transfer Agent agrees to furnish the Fund a copy of the report
issued by its certified public accountants pursuant to Rule 17Ad-13 under the
1934 Act as filed with the SEC. The Transfer Agent agrees to furnish the Fund a
copy of DST, Inc.'s annual report upon request.
SECTION 14. TERM AND TERMINATION
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14.01 The term of this Agreement shall be for a period commencing October
1, 2002 through September 30, 2005 (the "Initial Term"). After the Initial Term,
this Agreement shall be self-renewing from year to year ("Renewal Term"). Unless
a terminating party gives written notice to the other party sixty (60) days
before the expiration of the Initial Term this Agreement will renew
automatically from year to year ("Renewal Term"). Sixty (60) days before the
expiration of the Initial Term or a Renewal Term the parties to this Agreement
will agree upon a Fee Schedule for the upcoming Renewal Term. If no new fee
schedule is agreed upon, the fees will increase as set forth in SECTION 3.01(B).
14.02 Either party may terminate this Agreement after written notice to
the other if one party has materially breached its obligation under this
Agreement, and the breaching party has failed to cure such material breach
within thirty (30) calendar days of receipt of such notice.
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14.03 Should the Fund exercise its right to terminate this Agreement for
reasons other than a material breach by the Transfer Agent as provided in
Section 14.02 above, the Fund shall pay the Transfer Agent for all out-of-pocket
expenses associated with the movement of records and material. In addition, the
Transfer Agent will charge the Fund, together with all other registered
management investment companies and real estate investment trusts advised by
U.S. Bancorp Asset Management, Inc. which have simultaneously terminated a
transfer agency or sub-transfer agency relationship with Transfer Agent, a
conversion fee equal to $1,000.00 per company or trust terminated. The charge
will cover the coordination of the Transfer Agent's conversion process and the
cost of transferring the Fund's records to a successor Transfer Agent or to the
Fund, as directed by the Fund, and the Transfer Agent will perform its services
in assisting with the transfer of records in a diligent and professional manner.
14.04 This Agreement may be terminated by either party upon ninety (90)
days written notice to the other.
14.05 RECORDS. Upon receipt of written notice of termination, the
parties will use
commercially practicable efforts to effect an orderly termination of this
Agreement. Without limiting the foregoing, Transfer Agent will deliver promptly
to Fund, in machine readable form on media as reasonably requested by Fund, all
Shareholder and other records, files and data supplied to or compiled by
Transfer Agent on behalf of Fund.
SECTION 15. ASSIGNMENT
----------
15.01 Except as provided in Sections 15.03 and 15.04 below, neither this
Agreement nor any rights or obligations hereunder may be assigned by either
party without the written consent of the other party.
15.02 This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.
15.03 The Transfer Agent may, without further consent on the part of the
Fund, (i) subcontract for the performance hereof with an EquiServe affiliate
duly registered as a transfer agent pursuant to Section 17A( c )(2), or (ii)
subcontract with other subcontractors for telephone and mailing services as may
be required from time to time; provided, however, that the Transfer Agent shall
be principally responsible to the Fund for the acts and omissions of any
subcontractor without regard to any rights or recourse the Transfer Agent may
have against any third party.
SECTION 16. UNAFFILIATED THIRD PARTIES
--------------------------
Nothing herein shall impose any duty upon the Transfer Agent in connection
with or make the Transfer Agent liable for the actions or omissions to act of
unaffiliated third parties such as, by way of example and not limitation,
Airborne Services, the U.S. mails and telecommunication companies, provided, if
the Transfer Agent selected such company, the Transfer Agent shall have
exercised due care in selecting the same.
13
SECTION 17. NOTICES
-------
Any notice or communication by the Transfer Agent or the Fund to the other
is duly given if in writing and delivered in person or mailed by first class
mail, postage prepaid, telex, telecopier or overnight air courier guaranteeing
next day delivery, to the other's address:
If to the Fund:
U.S. Bancorp Asset Management
800 Nicollet Mall
Mail Stop BC-MN_Ho5U
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
If to the Transfer Agent:
EquiServe Trust Company, N.A.
c/o EquiServe, Inc.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: General Counsel
The Transfer Agent and the Fund may, by notice to the other, designate
additional or different addresses for subsequent notices or communications.
SECTION 18. SUCCESSORS
----------
All the covenants and provisions of this Agreement by or for the benefit
of the Fund or the Transfer Agent shall bind and inure to the benefit of their
respective successors and assigns hereunder.
SECTION 19. AMENDMENT
---------
This Agreement may be amended or modified by a written amendment executed
by both parties hereto.
SECTION 20. SEVERABILITY
------------
If any term, provision, covenant or restriction of this Agreement is
held by a court of competent jurisdiction or other authority to be invalid,
void or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and
shall in no way be affected, impaired or invalidated.
SECTION 21. GOVERNING LAW
-------------
This Agreement shall be governed by the laws of the State of Delaware.
14
SECTION 22. FORCE MAJEURE.
--------------
Notwithstanding anything to the contrary contained herein, Transfer Agent
shall not be liable for any delays or failures in performance resulting from
acts beyond its reasonable control including, without limitation, acts of God,
terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions or
malfunction of computer facilities, or loss of data due to power failures or
mechanical difficulties with information storage or retrieval systems, labor
difficulties, war, or civil unrest, however, that a party may only rely on this
provision to excuse performance for a commercially reasonable time to cure such
cause of its inability to perform. The Transfer Agent has a Business Continuity
Plan in place that meets industry standards.
SECTION 23. DAMAGES.
--------
NO PARTY SHALL BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL
DAMAGES OF ANY NATURE WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, LOSS OF
ANTICIPATED PROFITS, OCCASIONED BY A BREACH OF ANY PROVISION OF THIS AGREEMENT
EVEN IF APPRISED OF THE POSSIBILITY OF SUCH DAMAGES.
SECTION 24. DESCRIPTIVE HEADINGS.
---------------------
Descriptive headings of the several sections of this Agreement are
inserted for convenience only and shall not control or affect the meaning or
construction of any of the provisions hereof.
SECTION 25. THIRD PARTY BENEFICIARIES.
--------------------------
The provisions of this Agreement are intended to benefit only the Transfer
Agent and the Fund and their respective permitted successors and assigns. No
rights shall be granted to any other person by virtue of this Agreement, and
there are no third party beneficiaries hereof.
SECTION 26. SURVIVAL.
---------
All provisions regarding indemnification, warranty, liability and limits
thereon, and confidentiality and protection of proprietary rights and trade
secrets shall survive the termination of this Agreement.
SECTION 27. MERGER OF AGREEMENT.
--------------------
This agreement constitutes the entire agreement between the parties hereto
and supersedes any prior agreement with respect to the subject matter hereof,
whether oral or written.
15
SECTION 28. COUNTERPARTS.
-------------
This Agreement may be executed in any number of counterparts and each of
such counterparts shall for all purposes be deemed to be an original, and all
such counterparts shall together constitute but one and the same instrument.
SECTION 29. PRIORITIES.
-----------
In the event of any conflict, discrepancy, or ambiguity between the
terms and conditions contained in this Agreement and any schedules or
attachments hereto, the terms and conditions contained in this Agreement
shall take precedence.
16
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed by one of its officers thereunto duly authorized, all as of the
date first written above.
AMERICAN STRATEGIC INCOME PORTFOLIO
AMERICAN STRATEGIC INCOME PORTFOLIO II
AMERICAN STRATEGIC INCOME PORTFOLIO III
AMERICAN MUNICIPAL TERM TRUST III
MINNESOTA MUNICIPAL TERM TRUST II
MINNESOTA MUNICIPAL INCOME PORTFOLIO
AMERICAN SELECT PORTFOLIO
AMERICAN MUNICIPAL INCOME PORTFOLIO
AMERICAN INCOME FUND, INC.
FIRST AMERICAN MINNESOTA MUNICIPAL INCOME FUND II, INC.
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------
Title: Treasurer
--------------------
EQUISERVE, INC.
EQUISERVE TRUST COMPANY, N.A.
ON BEHALF OF BOTH ENTITIES:
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------
Title: Managing Director
-----------------------------
17
EXHIBIT A
AMERICAN STRATEGIC INCOME PORTFOLIO (PAR VALUE $.01 PER SHARE)
(STATE OF INCORPORATION: MINNESOTA)
AMERICAN STRATEGIC INCOME PORTFOLIO II (PAR VALUE $.01 PER SHARE)
(STATE OF INCORPORATION: MINNESOTA)
AMERICAN STRATEGIC INCOME PORTFOLIO III (PAR VALUE $.01 PER SHARE)
(STATE OF INCORPORATION: MINNESOTA)
AMERICAN MUNICIPAL TERM TRUST III (PAR VALUE $.01 PER SHARE)
(STATE OF INCORPORATION: MINNESOTA)
MINNESOTA MUNICIPAL TERM TRUST II (PAR VALUE $.01 PER SHARE)
(STATE OF INCORPORATION: MINNESOTA)
MINNESOTA MUNICIPAL INCOME PORTFOLIO (PAR VALUE $.01 PER SHARE)
(STATE OF INCORPORATION: MINNESOTA)
AMERICAN SELECT PORTFOLIO (PAR VALUE $.01 PER SHARE)
(STATE OF INCORPORATION: MINNESOTA)
AMERICAN MUNICIPAL INCOME PORTFOLIO (PAR VALUE $.01 PER SHARE)
(STATE OF INCORPORATION: MINNESOTA)
AMERICAN INCOME FUND, INC. (PAR VALUE $.01 PER SHARE)
(STATE OF INCORPORATION: VIRGINIA)
FIRST AMERICAN MINNESOTA MUNICIPAL INCOME FUND, II
(STATE OF INCORPORATION: MINNESOTA)
18
EXHIBIT B
FEE AND SERVICE SCHEDULE
FOR STOCK TRANSFER SERVICES
BETWEEN
AMERICAN STRATEGIC INCOME PORTFOLIO
AMERICAN STRATEGIC INCOME PORTFOLIO II
AMERICAN STRATEGIC INCOME PORTFOLIO III
AMERICAN MUNICIPAL TERM TRUST III
MINNESOTA MUNICIPAL TERM TRUST II
MINNESOTA MUNICIPAL INCOME PORTFOLIO
AMERICAN SELECT PORTFOLIO
AMERICAN MUNICIPAL INCOME PORTFOLIO
AMERICAN INCOME FUND, INC.
FIRST AMERICAN MINNESOTA MUNICIPAL INCOME FUND II
AND
EQUISERVE, INC.
AND
EQUISERVE TRUST COMPANY, N.A.
TERM
This Fee and Service Schedule is by and between, EquiServe, Inc. and EquiServe
Trust Company, N.A. (collectively, the "Transfer Agent") and U.S. Bancorp Asset
Management hereinafter referred to as ("the Customer"), whereby the Transfer
Agent will perform the following services for the Each of the Funds of the
Customer.
The term of this Fee and Service Schedule shall be for a period of THREE (3)
YEARS, commencing from OCTOBER 1, 2002 the effective date of this Fee and
Service Schedule (the "Initial Term").
19
FEES AND SERVICES
TRANSFER AGENT AND REGISTRAR FEE
--------------------------------
$1,648.00 Monthly Stock Transfer/Registrar -
$ 6.50 Per open account, per fund
$ 2.50 Per closed account, per fund
Includes the standard Transfer Agent and Registrar services as
stated in the following sections:
ADMINISTRATIVE SERVICES
-----------------------
o Annual administrative services as Transfer Agent and Registrar for each
of the funds of the Customer
o Assignment of Account Manager
o Remote inquiry access to the Customer records via PC or terminal with
telecommunication software
ACCOUNT MAINTENANCE
-------------------
o Maintaining record shareholder accounts per year to be billed at $6.50
each per year, to include the following services:
o Processing of new shareholder accounts
o Posting and acknowledging address changes
o Processing other routine file maintenance adjustments
o Posting all transactions, including debit and credit certificates to
the stockholder file
o Researching and responding to all registered shareholder inquiries
o Responding to requests for audit confirmations
ROUTINE CERTIFICATE ISSUANCE, PER FUND
--------------------------------------
o Issuance, cancellation and registration of up to 1,000 certificates per
year, per fund (EXCESS TO BE BILLED AT $1.50 EACH) to include the
following services:
o Production and mailing of daily transfer reports
o Processing of all legal transfers including New York window and mail
items
o Combining certificates into large and/or smaller denominations
o Replacing lost certificates
o Placing, maintaining and removing stop-transfer notations
SPECIAL CERTIFICATE ISSUANCE
----------------------------
o The processing of up to 50 stock option issuances, per fund to include
DWAC processing, where required, per annum, additional to be billed at
$15.00 per stock option issuance
o The processing of up to 50 restricted transfers, per fund per annum,
additional to be billed at $20.00 per restricted transfer
20
ANNUAL MEETING SERVICES, PER FUND
---------------------------------
o Preparing a full stockholder list as of the Annual Meeting Record Date
o Addressing proxy cards for all registered shareholders
o Enclosing and mailing proxy card, proxy statement, return envelope and
Annual Report to all registered shareholders
o Receiving, opening and examining returned proxies
o Writing in connection with unsigned or improperly executed proxies
o Providing summary reports on status of tabulation on a daily basis
o Tabulating returned proxies to include up to four (4) proposals, excess
to be billed at $0.03 per account, per proposal
o Provide on-line access to proxy vote status
o Attending Annual Meeting as Inspector of Election (Travel expenses
billed as incurred)
o Preparing a final Annual Meeting List reflecting how each account has
voted on each proposal
MAILING, REPORTING AND MISCELLANEOUS SERVICES, PER FUND
-------------------------------------------------------
o Addressing and enclosing Quarterly Reports, three (3) per annum for
registered shareholders
o Preparing a full Statistical Report to reflect shareholder base by
geographic residence code, class code, and share group, two (2) per
Fund per annum
o Preparing a full stockholder list, four (4) per Fund per annum
o Preparing a set of labels, four (4) per Fund per annum
o Providing six (6) standard reports per annum, at Customer's discretion
o Coding "multiple" accounts at a single household to suppress duplicate
mailings of reports
DIVIDEND SERVICE, PER FUND
--------------------------
As Dividend Disbursing Agent and Paying Agent, the Transfer Agent, will
perform the dividend related services indicated below, pursuant to the
following terms and conditions:
o Checks to be drawn on EquiServe, Inc. and all funds must be received
before or on mailing date 11:00 A.M., EASTERN TIME via Federal Funds
Wire, ACH or EquiServe, Inc. Demand Deposit Account debit
o Preparing and mailing quarterly dividends with an additional enclosure
with each dividend check
o Preparing a hard copy dividend list as of each dividend record date
o Preparing and filing Federal Information Returns (Form 1099) of
dividends paid in a year and mailing a statement to each stockholder
o Preparing and filing State Information Returns of dividends paid in a
year to stockholders resident within such state
21
o Preparing and filing annual withholding return (Form 1042) and payments
to the government of income taxes withheld from Non-Resident Aliens
o Replacing lost dividend checks
o Reconciling paid and outstanding checks
o Coding "undeliverable" accounts to suppress mailing dividend checks to
same
o Processing and recordkeeping of accumulated uncashed dividends
o Furnishing requested dividend information to stockholders
o Performing the following duties as required by the Interest and
Dividend Tax Compliance Act of 1983:
o Withholding tax from shareholder accounts not in compliance with the
provisions of the Act
o Reconciling and reporting taxes withheld, including additional 1099
reporting requirements, to the Internal Revenue Service
o Responding to shareholder inquiries regarding the Regulations
o Mailing to new accounts who have had taxes withheld, to inform them
of procedures to be followed to curtail subsequent back-up
withholding
o Performing shareholder file adjustments to reflect certification of
accounts
DIVIDEND REINVESTMENT SERVICES, PER FUND
----------------------------------------
As Administrator of your original issue Dividend Reinvestment and Stock
Purchase Plan ("DRP"), the Transfer Agent will perform the following DRP
related services:
o Investing Dividend Reinvestment and Optional Cash Purchases
quarterly
o Reinvestment and/or cash investment transactions of Dividend
Reinvestment Plan participant accounts
o Preparing and mailing a dividend reinvestment detailed statement
with an additional enclosure to each Dividend Reinvestment Plan
participant
o Processing automatic monthly investments via ACH
o Preparing and mailing a cash investment detailed statement with an
additional enclosure to each Dividend Reinvestment participant
o Maintaining DRP accounts and establishing new participant accounts
o Processing termination and withdrawal requests
o Supplying summary reports for each reinvestment/investment to the
Customer
o Certificate depository
o Handling stockholder and customer inquiries concerning the Plan
o Preparing and mailing Form 1099 to participants, including DRP
participants and related filings with the IRS
22
23
ITEMS NOT COVERED
ADDITIONAL SERVICES
Items not included in the fees and services set forth in this Fee and Service
Schedule including, but not limited to, services associated with the payment of
a stock dividend, stock split, corporate reorganization, or any services
associated with a special project are to be billed separately, on an appraisal
basis.
Services required by legislation or regulatory fiat which become effective after
the date of acceptance of this Fee and Service Schedule shall not be a part of
the Standard Services and shall be billed by appraisal. All additional services
not specifically covered under this Fee and Service Schedule will be billed by
appraisal, as applicable.
BILLING DEFINITION OF NUMBER OF ACCOUNTS
----------------------------------------
For billing purposes, the number of accounts will be based on open and closed
accounts on file at the beginning of each billing period, plus any new accounts
added during that period.
24
ACCEPTANCE
In witness whereof, the parties hereto have caused this Fee and Service Schedule
to be executed by their respective officers, hereunto duly agreed and
authorized, as of the effective date of this Fee and Service Schedule.
AMERICAN STRATEGIC INCOME PORTFOLIO
AMERICAN STRATEGIC INCOME PORTFOLIO II
AMERICAN STRATEGIC INCOME PORTFOLIO III
AMERICAN MUNICIPAL TERM TRUST III
MINNESOTA MUNICIPAL TERM TRUST II
MINNESOTA MUNICIPAL INCOME PORTFOLIO
AMERICAN SELECT PORTFOLIO
AMERICAN MUNICIPAL INCOME PORTFOLIO
AMERICAN INCOME FUND, INC.
FIRST AMERICAN MINNESOTA MUNICIPAL INCOME FUND II
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
Title: Treasurer
----------------------------------
EQUISERVE, INC.
EQUISERVE TRUST COMPANY, N. A.
ON BEHALF OF BOTH ENTITIES:
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------
Title: Managing Director
----------------------------
THIS FEE AND SERVICE SCHEDULE SHALL SERVE AS AN ATTACHMENT TO THE TRANSFER
AGENCY AND STOCK TRANSFER SERVICES AGREEMENT DATED OCTOBER 1, 2002.
25
EXHIBIT A
OUT OF POCKET EXPENSES
Out of pocket expenses associated with, but not limited to, the following are
NOT included in the fees quoted in this Fee and Service Schedule and are
billable as incurred.
POSTAGE (Outgoing and Business Reply)
ENVELOPES
LABELS
FORMS AND STATIONERY AND PROXY CARDS
FULFILLMENT i.e., transfer packages, new account packages
PROXY PROOF SET-UP
RECORD RETENTION
INSURANCE PREMIUMS (Mailing certificates)
DELIVERY AND FREIGHT CHARGES (including overnight delivery; Airborne Express,
FedEx, etc.)
TYPESETTING (proxy cards, due diligence mailings, etc.)
PRINTING (proxy cards, etc.)
DESTRUCTION OF EXCESS/OBSOLETE MATERIAL
DTC TRADE TRANSACTION EXPENSES (Treasury buybacks, etc.)
CUSTODY SETTLEMENT CHARGES TELEPHONE USAGE AND LINE EXPENSES
LOST SHAREHOLDER PROGRAM DATABASE SEARCH
PLEASE NOTE:
Good funds to cover postage expenses in excess of $5,000 for shareholder
mailings must be received in full by 12:00 p.m. Eastern Time on the scheduled
mailing date. Postage expenses less than $5,000 will be billed as incurred.
SKU numbers are required on all material received for mailing. A special
handling fee of $10.00 per box will be assessed for all material not marked
with a SKU number. Such material includes, but is not limited to: proxy
statements, annual and quarterly reports, and news releases. Overtime charges
will be assessed in the event of services are required to be performed
after-business hours due to late delivery of material for mailings to
shareholders by the Customer unless the mail date is rescheduled. Exhibit B
provides the Specifications for packing and shipping materials to EquiServe.
26
EXHIBIT B
[ICON OMITTED][LOGO OMITTED]
SPECIFICATIONS FOR PACKING AND SHIPPING MATERIALS TO EQUISERVE
Revised 1/16/2001
PLEASE FOLLOW THESE PACKING AND SHIPPING GUIDELINES TO HELP US HANDLE YOUR
MATERIALS MOST EFFICIENTLY. FOR SPECIFICS CONCERNING YOUR COMPANY'S MAILING,
PLEASE CONTACT YOUR CLIENT SERVICES TEAM.
o DELIVERY TIMING:
----------------
Please ship your materials to arrive according to the schedule listed below.
Some larger mailings will require more time. If more time is needed, our
client service team will work with you to schedule the appropriate amount of
time for processing your mailing.
1 - 10,000 Noon 2 business days prior to the mail date
10,000 - 25,000 By 5 p.m. 3 business days prior to the mail date
25,000 - 50,000 By 5 p.m. 4 business days prior to the mail date
50,001 + Acct. Manager will establish delivery schedule with Client
and Output Services
o SHIPPING ADDRESSES:
-------------------
EQUISERVE: Raritan Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇-▇▇▇▇
OUTPUT TECHNOLOGY SOLUTIONS: Eastern Region, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇-▇▇▇▇
OUTPUT TECHNOLOGY SOLUTIONS: Hartford Region, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇.
▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇-▇▇▇▇
CIC: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
STANDARD REGISTER: ▇▇▇▇▇▇ Warehouse, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇, ▇▇ ▇▇▇▇▇
o RECEIVING HOURS:
----------------
Monday through Friday, 8:00a.m. to 4:00 p.m.
WITH ADVANCE NOTICE, WE OFFER EXTENDED DOCK HOURS DURING PROXY SEASON. TO
ARRANGE EXTENDED HOURS (AFTER 4:00 P.M. AND WEEKENDS) PLEASE CONTACT YOUR CLIENT
SERVICES TEAM.
o DOCUMENTATION:
--------------
Every shipment, including courier deliveries, needs proper documentation. A
delivery receipt AND a packing list. Both should include the following
information:
1. NAME OF CLIENT
2. DESCRIPTION OF MATERIAL
3. SKU OR FORM NUMBER (SEE ATTACHED)
4. TOTAL NUMBER OF BOXES/PACKAGES DELIVERED
5. QUANTITY PER BOX/PACKAGE
6. TOTAL NUMBER OF PIECES DELIVERED/VOLUME
7. IDENTIFICATION OF PARTIAL SHIPMENT
8. PURCHASE ORDER NUMBER IF AVAILABLE
27
EACH BOX MUST BE MARKED WITH THE CLIENT NAME, MATERIAL DESCRIPTION, SKU #,
QUANTITY PER BOX, BOX # AND TOTAL # OF BOXES.
*You can prepare one document and make copies to use for both purposes.
Attach the packing list to the outside of one box in an envelope or plastic
pouch.
PACKING POINTERS:
-----------------
Do not shrink-wrap materials individually or in bundles. This includes
Annual Reports.
Use only paper bands if sending banded material. Please do not use string,
strapping or rubber bands.
When bundling or grouping material, please make sure that ALL pieces in the
bundle or group face in the same direction.
Box or package each type of enclosure separately. DO NOT MIX ENCLOSURES IN
CARTONS.
Label cartons to show the type of material and number of pieces.
Attach a sample of the material to the outside of each carton.
Maximum weight per carton should not exceed 50 lbs.
o QUARTERLY REPORTS, FOLDED PROXY STATEMENTS AND NEWSLETTERS:
-----------------------------------------------------------
Folded material must be "C" fold or Barrel fold. DO NOT have any enclosure
"Z" folded.
Paper-band material in groups of 50 to 100.
Use paper bands that are at least 2 1/2 to 3 inches wide.
Place cardboard sheets between each layer.
To eliminate the need for cardboard, you can crisscross the groups of reports
or statements.
o ANNUAL REPORTS AND FLAT PROXY STATEMENTS:
-----------------------------------------
Layer in groups of 50 Annual Reports.
DO NOT SHRINK-WRAP INDIVIDUAL PIECES OR GROUPS OF PIECES.
Place cardboard sheets between each layer.
To eliminate the need for cardboard, you can crisscross the groups of reports
or statements.
DO NOT PLACE LAYERS OF PAPER OR CARDBOARD BETWEEN INDIVIDUAL REPORTS.
o USING SKIDS:
------------
Place only one type of material on each skid. If you load cartons on a
skid, each carton should contain the same number of pieces.
Maximum skid size: 40" x 48"
Maximum height: 54" - including pallet
Maximum weight: 3,000 lbs.
Pallet must be forklift accessible on the 40" side. Pallet should be
stretch-wrapped to prevent spillage of contents.
28
o USING SKID PACKS OR POWER PACKS:
--------------------------------
Most printers are able to wrap material neatly and securely on skids
without using cartons. We strongly recommend this packing method, especially for
clients with shareholder bases of more than 40,000. Please do not shrink-wrap
material in bundles.
Skid packs, also known as Power packs or Gaylords, cut expenses and
processing time. Unnecessary cartons cost money, delay processing and must be
disposed of for recycling. Skid packs can be used for nearly any kind of
mailing enclosure, including quarterly and annual reports, proxy statements
and newsletters.
USING SKID PACKS OR POWER PACKS (CONTINUED) :
---------------------------------------------
Ship only 90% of your material on skid packs. Ship the remaining 10% in
cartons. We will use the skid packs first for better inventory control and
easier return shipping of leftover material.
Have your printer stretch-wrap the cardboard sides of each skid pack for
added protection against inclement weather. (Don't shrink-wrap individual
items or bundles of items.)
o SURPLUS MATERIAL: We regret that we do not have warehousing facilities to
store surplus material after your mail date. Please let your client service
team know BEFORE your mailing whether you would like us to dispose of your
material or ship it back at your expense.
Special arrangements can be made by contacting your client services team.
SKU NUMBER INFORMATION
WHAT IS A SKU NUMBER?
A SKU NUMBER IS A UNIQUE STOCK KEEPING UNIT NUMBER ASSIGNED AND PRINTED ON EACH
DIFFERENT TYPE OF MATERIAL MAILED. IT IS ANTICIPATED THAT ALL PRINT VENDORS WILL
BEGIN INCORPORATING UNIQUE AND DIFFERENT STOCK KEEPING UNIT NUMBERS ON ALL
MATERIAL DELIVERED TO PRINT/MAIL LOCATIONS.
WHY UTILIZE SKU NUMBERS?
IN AN EFFORT TO CONTINUOUSLY IMPROVE SERVICE TO OUR MUTUAL CLIENTS, ENHANCED
QUALITY CONTROL PRACTICES FOR INVENTORY TRACKING PURPOSES HAVE BEEN IMPLEMENTED
AT PRINT/MAIL LOCATIONS. IMPROVED CLIENT SPECIFIC INVENTORY TRACKING IS MADE
POSSIBLE THROUGH THE IDENTIFICATION OF A UNIQUE STOCK TRACKING NUMBER BY
PRINTERS.
WHO ASSIGNS THE SKU NUMBER?
THE RECOMMENDED SKU NUMBER PATTERN IS AS FOLLOWS: COMPANY NUMBER OR ISSUE ID
(CLIENT IDENTIFICATION NUMBERS) FOLLOWED BY THE SPECIFIC MATERIAL ABBREVIATION,
AND THE CURRENT YEAR. THIS NUMBER WILL BE COMMUNICATED BY THE CLIENT FOR WHOM
THE MATERIAL IS BEING PRINTED, AND ASSIGNED BY THE ACCOUNT ADMINISTRATOR AT
EQUISERVE. IF YOU NEED ADDITIONAL INFORMATION ON A SKU NUMBER, PLEASE CONTACT
THE ACCOUNT ADMINISTRATOR AT EQUISERVE (▇▇▇) ▇▇▇-▇▇▇▇.
29
SAMPLE SKU NUMBER PATTERNS:
---------------------------
THE ABC COMPANY 2000 ANNUAL REPORT "0707-AR-01"
XYZ COMPANY FINANCIAL 2000 PROXY STATEMENT "XYZCM-PS-01"
ARE THERE SPECIFIC LIMITATIONS AND PRINTING CONSIDERATIONS? YES!
o Character limitation of 15 spaces.
o Dashes recommended (to better separate key information).
o Each dash represents a character limitation.
o Position of number:
BOOKLET STYLE MATERIAL; REVERSE SIDE OF DOCUMENT, LOWER RIGHT
CORNER.
ONE PAGE MATERIAL; FRONT OF DOCUMENT, LOWER RIGHT CORNER.
30