THE
BANK OF
NEW
YORK
STOCK TRANSFER AGENCY AGREEMENT
between
Health Care Property Investors, Inc.
and
THE BANK OF NEW YORK
Dated as of July 1, 1996
ACCOUNT NUMBER (S)______________________
STOCK TRANSFER AGENCY AGREEMENT
AGREEMENT, made as of July 1, 1996, by and between Health Care Property
Investors, Inc., a corporation organized and existing under the laws of the
State of Maryland (hereinafter referred to as the "Customer"), and THE BANK OF
NEW YORK a New York trust company (hereinafter referred to as the "Bank").
WITNESSETH:
That for and in consideration of the mutual promises hereinafter set forth,
the parties hereto covenant and agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and phrases shall have
the following meanings:
1. "Business Day" shall be deemed to be each day on which the Bank
is open for business.
2. "Certificate" shall mean any notice, instruction, or other
instrument in writing, authorized or required by this Agreement to be given to
the Bank by the Customer which is signed by any Officer, as hereinafter defined,
and actually received by the Bank.
3. "Officer" shall be deemed to be the Customer's Chief Executive
Officer, President, any Vice President, the Secretary, the Treasurer, the
Controller, any Assistant Treasurer, and any Assistant Secretary duly authorized
by the Board of Directors of the Customer to execute any Certificate,
instruction, notice or other instrument on behalf of the Customer and named in a
Certificate, as such Certificate may be amended from time to time.
4. "Shares" shall mean all or any part of each class of the shares
of capital stock of the Customer which from time to time are authorized and/or
issued by the Customer and identified in a Certificate of the Secretary of the
Customer under corporate seal, as such Certificate may be amended from time to
time, with respect to which the Bank is to act hereunder.
ARTICLE II
APPOINTMENT OF BANK
1. The Customer hereby constitutes and appoints the Bank as its
agent to perform the services described herein and as more particularly
described in Schedule I attached hereto (the "Services"), and the Bank hereby
accepts appointment as such agent and agrees to perform the Services in
accordance with the terms hereinafter set forth.
2. In connection with such appointment, the Customer shall deliver
the following documents to the Bank:
(a) A certified copy of the Certificate of Incorporation or other
document evidencing the Customer's form of organization (the "Charter") and all
amendments thereto;
(b) A certified copy of the By-Laws of the Customer;
(c) A certified copy of a resolution of the Board of Directors of
the Customer appointing the Bank to perform the Services and authorizing the
execution and delivery of this Agreement;
(d) A Certificate signed by the Secretary of the Customer
specifying: the number of authorized Shares, the number of such authorized
Shares issued and currently outstanding, and the names and specimen signatures
of all persons duly authorized by the Board of Directors of the Customer to
execute any Certificate on behalf of the Customer, as such Certificate may be
amended from time to time;
(e) A Specimen Share certificate for each class of Shares in the
form approved by the Board of Directors of the Customer, together with a
Certificate signed by the Secretary of the Customer as to such approval and
covenanting to supply a new such Certificate and specimen whenever such form
shall change;
(f) An opinion of counsel for the Customer, in a form satisfactory
to the Bank, with respect to the validity of the authorized and outstanding
Shares, the obtaining of all necessary governmental consents, whether such
Shares are fully paid and non-assessable and the status of such Shares under the
Securities Act of 1933, as amended, and any other applicable law or regulation
(i.e., if subject to registration, that they have been registered and that the
Registration Statement has become effective or, if exempt, the specific grounds
therefor);
(g) A list of the name, address, social security or taxpayer
identification number of each Shareholder, number of Shares owned, certificate
numbers, and whether any "stops" have been placed; and
(h) An opinion of counsel for the Customer, in a form satisfactory
to the Bank, with respect to the due authorization by the Customer and the
validity and effectiveness of the use of facsimile signatures by the Bank in
connection with the countersigning and registering of Share certificates of the
Customer.
3. The Customer shall furnish the Bank with a sufficient supply of
blank Share certificates and from time to time will renew such supply upon
request of the Bank. Such blank Share certificates shall be properly signed, by
facsimile or otherwise, by Officers of the Customer authorized by law or by the
By-Laws to sign Share certificates, and, if required, shall bear the corporate
seal or a facsimile thereof.
ARTICLE III
AUTHORIZATION AND ISSUANCE OF SHARES
1. The Customer shall deliver to the Bank the following documents
on or before the effective date of any increase, decrease or other change in the
total number of Shares authorized to be issued:
(a) A certified copy of the amendment to the Charter giving effect
to such increase, decrease or change;
(b) An opinion of counsel for the Customer, in a form satisfactory
to the Bank, with respect to the validity of the Shares, the obtaining of all
necessary governmental consents, whether such Shares are fully paid and non-
assessable and the status of such Shares under the Securities Act of 1933, as
amended, and any other applicable federal law or regulations (i.e., if subject
to registration, that they have been registered and that the Registration
Statement has become effective or, if exempt, the specific grounds therefor);
and
(c) In the case of an increase, if the appointment of the Bank was
theretofore expressly limited, a certified copy of a resolution of the Board of
Directors of the Customer increasing the authority of the Bank.
2. Prior to the issuance of any additional Shares pursuant to
stock dividends, stock splits or otherwise, and prior to any reduction in the
number of Shares outstanding, the Customer shall deliver the following documents
to the Bank:
(a) A certified copy of the resolutions adopted by the Board of
Directors and/or the shareholders of the Customer authorizing such issuance of
additional Shares of the Customer or such reduction, as the case may be;
(b) A certified copy of the order or consent of each governmental
or regulatory authority required by law as a prerequisite to the issuance or
reduction of such Shares, as the case may be, and an opinion of counsel for the
Customer that no other order or consent is required; and
(c) An opinion of counsel for the Customer, in a form satisfactory
to the Bank, with respect to the validity of the Shares, the obtaining of all
necessary governmental consents, whether such Shares are fully paid and non-
assessable and the status of such Shares under the Securities Act of 1933, as
amended, and any other applicable law or regulation ( if subject to
registration, that they have been registered and that the Registration Statement
has become effective, or, if exempt, the specific grounds therefor).
ARTICLE IV
RECAPITALIZATION OR CAPITAL ADJUSTMENT
1. In the case of any negative stock split, recapitalization or
other capital adjustment requiring a change in the form of Share certificates,
the Bank will issue Share certificates in the new form in exchange for, or upon
transfer of, outstanding Share certificates in the old form, upon receiving:
(a) A Certificate authorizing the issuance of Share certificates
in the new form;
(b) A certified copy of any amendment to the Charter with respect
to the change;
(c) Specimen Share certificates for each class of Shares in the
new form approved by the Board of Directors of the Customer, with a Certificate
signed by the Secretary of the Customer as to such approval;
(d) A certified copy of the order or consent of each governmental
or regulatory authority required by law as a prerequisite to the issuance of the
Shares in the new form, and an opinion of counsel for the Customer that the
order or consent of no other governmental or regulatory authority is required;
and
(e) An opinion of counsel for the Customer, in a form satisfactory
to the Bank, with respect to the validity of the Shares in the new form, the
obtaining of all necessary governmental consents, whether such Shares are fully
paid and non-assessable and the status of such Shares under the Securities Act
of 1933, as amended, and any other applicable law or regulation (i.e., if
subject to registration, that the Shares have been registered and that the
Registration Statement has become effective or, if exempt, the specific grounds
therefore).
2. The Customer shall furnish the Bank with a sufficient supply of
blank Share certificates in the new form, and from time to time will replenish
such supply upon the request of the Bank. Such blank Share certificates shall
be properly signed, by facsimile or otherwise, by Officers of the Customer
authorized by law or by the By-Laws to sign Share certificates and, if required,
shall bear the corporate seal or a facsimile thereof.
ARTICLE V
ISSUANCE AND TRANSFER OF SHARES
1. The Bank will issue Share certificates upon receipt of a
Certificate from an Officer, but shall not be required to issue Share
certificates after it has received from an appropriate federal or state
authority written notification that the sale of Shares has been suspended or
discontinued, and the Bank shall be entitled to rely upon such written
notification. The Bank shall not be responsible for the payment of any original
issue or other taxes required to be paid by the Customer in connection with the
issuance of any Shares.
2. Shares will be transferred upon presentation to the Bank of
Share certificates in form deemed by the Bank properly endorsed for transfer,
accompanied by such documents as the Bank deems necessary to evidence the
authority of the person making such transfer, and bearing satisfactory evidence
of the payment of applicable stock transfer taxes. In the case of small estates
where no administration is contemplated, the Bank may, when furnished with an
appropriate surety bond, and without further approval of the Customer, transfer
Shares registered in the name of the decedents where the current market value of
the Shares being transferred does not exceed such amount as may from time to
time be prescribed by the various states. The Bank reserves the right to refuse
to transfer Shares until it is satisfied that the endorsements on Share
certificates are valid and genuine, and for that purpose it may require, unless
otherwise instructed by an Officer of the Customer, a guaranty of signature by
an "eligible guarantor institution" meeting the requirements of the Bank, which
requirements include membership or participation in STAMP or such other
"signature guarantee program" as may be determined by the Bank in addition to,
or in substitution for, STAMP, all in accordance with the Securities Exchange
Act of 1934, as amended. The Bank also reserves the right to refuse to transfer
Shares until it is satisfied that the requested transfer is legally authorized,
and it shall incur no liability for the refusal in good faith to make transfers
which the Bank, in its judgment, deems improper or unauthorized, or until it is
satisfied that there is no basis to any claims adverse to such transfer. The
Bank may, in effecting transfers of Shares, rely upon those provisions of the
Uniform Act for the Simplification of Fiduciary Security Transfers or the
Uniform Commercial Code, as the same may be amended from time to time,
applicable to the transfer of securities, and the Customer shall indemnify the
Bank for any act done or omitted by it in good faith in reliance upon such laws.
3. All certificates representing Shares that are subject to
restrictions on transfer (i.e., securities acquired pursuant to an investment
representation, securities held by controlling person, securities subject to
stockholders' agreement, etc.), shall be stamped with a legend describing the
extent and conditions of the restrictions or referring to the source of such
restrictions. The Bank assumes no responsibility with respect to the transfer
of restricted securities where counsel for the Customer advises that such
transfer may be properly effected.
ARTICLE VI
DIVIDENDS AND DISTRIBUTIONS
1. The Customer shall furnish to the Bank a copy of a resolution
of its Board of Directors, certified by the Secretary or any Assistant
Secretary, either (i) setting forth the date of the declaration of a dividend or
distribution, the date of accrual or payment, as the case may be, the record
date as of which shareholders entitled to payment, or accrual, as the case may
be shall be determined, the amount per Share of such dividend or distribution,
the payment date on which all previously accrued and unpaid dividends are to be
paid, and the total amount, if any, payable to the Bank on such payment date, or
(ii) authorizing the declaration of dividends and distributions on a periodic
basis and authorizing the Bank to rely on a Certificate setting forth the
information described in subsection (i) of this paragraph.
2. Prior to the payment date specified in such Certificate or
resolution, as the case may be, the Customer shall, in the case of a cash
dividend or distribution, pay to the Bank an amount of cash, sufficient for the
Bank to make the payment, specified in such Certificate or resolution, to the
shareholders of record as of such payment date. The Bank will, upon receipt of
any such cash, (i) in the case of shareholders who are participants in a
dividend reinvestment and/or cash purchase plan of the Customer, reinvest such
cash dividends or distributions in accordance with the terms of such plan, and
(ii) in the case of shareholders who are not participants in any such plan, make
payment of such cash dividends or distributions 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 dividend mailing address. The Bank shall not be liable
for any improper payment made in accordance with a Certificate or resolution
described in the preceding paragraph. If the Bank shall not receive sufficient
cash prior to the payment date to make payments of any cash dividend or
distribution pursuant to subsections (i) and (ii) above to all shareholders of
the Customer as of the record date, the Bank shall, upon notifying the Customer,
withhold payment to all shareholders of the Customer as of the record date until
sufficient cash is provided to the Bank.
3. It is understood that the Bank shall in no way be responsible
for the determination of the rate or form of dividends or distributions due to
the shareholders.
4. It is understood that the Bank shall file such appropriate
information returns concerning the payment of dividends and distributions with
the proper federal, state and local authorities as are required by law to be
filed by the Customer but shall in no way be responsible for the collection or
withholding of taxes due on such dividends or distributions due to shareholders,
except and only to the extent required of it by applicable law.
ARTICLE VII
CONCERNING THE CUSTOMER
1. The Customer shall promptly deliver to the Bank written notice
of any change in the Officers authorized to sign Share certificates,
Certificates, notifications or requests, together with a specimen signature of
each new Officer. In the event any Officer who shall have signed manually or
whose facsimile signature shall have been affixed to blank Share certificates
shall die, resign or be removed prior to issuance of such Share certificates,
the Bank may issue such Share certificates as the Share certificates of the
Customer notwithstanding such death, resignation or removal, and the Customer
shall promptly deliver to the Bank such approvals, adoptions or ratifications as
may be required by law.
2. Each copy of the Charter of the Customer and copies of all
amendments thereto shall be certified by the Secretary of State (or other
appropriate official) of the state of incorporation, and if such Charter and/or
amendments are required by law also to be filed with a county or other officer
or official body, a certificate of such filing shall be filed with a certified
copy submitted to the Bank. Each copy of the By-Laws and copies of all
amendments thereto, and copies of resolutions of the Board of Directors of the
Customer, shall be certified by the Secretary or an Assistant Secretary of the
Customer under the corporate seal.
3. Customer hereby represents and warrants:
(a) It is a corporation duly organized and validly existing under
the laws of Maryland.
(b) This Agreement has been duly authorized, executed and
delivered on its behalf and constitutes the legal, valid and binding obligation
of Customer. The execution, delivery and performance of this Agreement by
Customer do not and will not violate any applicable law or regulation and do not
require the consent of any governmental or other regulatory body except for such
consents and approvals as have been obtained and are in full force and effect.
ARTICLE VIII
CONCERNING THE BANK
1. The Bank shall not be liable and shall be fully protected in
acting upon any oral instruction, writing or document reasonably believed by it
to be genuine and to have been given, signed or made by the proper person or
persons and shall not be held to have any notice of any change of authority of
any person until receipt of written notice thereof from an Officer of the
Customer. It shall also be protected in processing Share certificates which it
reasonably believes to bear the proper manual or facsimile signatures of the
duly authorized Officer or Officers of the Customer and the proper
countersignature of the Bank.
2. The Bank may establish such additional procedures, rules and
regulations governing the transfer or registration of Share certificates as it
may deem advisable and consistent with such rules and regulations generally
adopted by bank transfer agents.
3. The Bank may keep such records as it deems advisable but not
inconsistent with resolutions adopted by the Board of Directors of the Customer.
The Bank may deliver to the Customer from time to time at its discretion, for
safekeeping or disposition by the Customer in accordance with law, such records,
papers, Share certificates which have been cancelled in transfer or exchange and
other documents accumulated in the execution of its duties hereunder as the Bank
may deem expedient, other than those which the Bank is itself required to
maintain pursuant to applicable laws and regulations, and the Customer shall
assume all responsibility for any failure thereafter to produce any record,
paper, cancelled Share certificate or other document so returned, if and when
required. The records maintained by the Bank pursuant to this paragraph which
have not been previously delivered to the Customer pursuant to the foregoing
provisions of this paragraph shall be considered to be the property of the
Customer, shall be considered to be the property of the Customer, shall be made
available upon request for inspection by the Officers, employees and auditors of
the Customer, and shall be delivered to the Customer upon request and in any
event upon the date of termination of this Agreement, as specified in Article IX
of this Agreement, in the form and manner kept by the Bank on such date of
termination or such earlier date as may be requested by the Customer.
4. The Bank may employ agents or attorneys-in-fact at the expense
of the Customer, and shall not be liable for any loss or expense arising out of,
or in connection with, the actions or omissions to act of its agents or
attorneys-in-fact, so long as the Bank acts in good faith and without negligence
or willful misconduct in connection with the selection of such agents or
attorneys-in-fact.
5. The Bank shall only be liable for any loss or damage arising
out of its own negligence or willful misconduct.
6. The Customer shall indemnify and hold harmless the Bank from
and against any and all claims (whether with or without basis in fact or law),
costs, demands, expenses and liabilities, including reasonable attorney's fees,
which the Bank may sustain or incur or which may be asserted against the Bank
except for any liability which the Bank has assumed pursuant to the immediately
preceding section. The Bank shall be deemed not to have acted with negligence
and not to have engaged in willful misconduct by reason of or as a result of any
action taken or omitted to be taken by the Bank without its own negligence or
willful misconduct in reliance upon (i) any provision of this Agreement, (ii)
any instrument, order or Share certificate reasonably believed by it to be
genuine and to be signed, countersigned or executed by any duly authorized
Officer of the Customer, (iii) any Certificate or other instructions of an
Officer, (iv) any opinion of legal counsel for the Customer or the Bank, or (v)
any law, act, regulation or any interpretation of the same even though such law,
act, or regulation may thereafter have been altered, changed, amended or
repealed. Nothing contained herein shall limit or in any way impair the right
of the Bank to indemnification under any other provision of this Agreement.
7. Specifically, but not by way of limitation, the Customer shall
indemnify and hold harmless the Bank from and against any and all claims
(whether with or without basis in fact or law), costs, demands, expenses and
liabilities, including reasonable attorney's fees, of any and every nature which
the Bank may sustain or incur or which may be asserted against the Bank in
connection with the genuineness of a Share certificate, the Bank's due
authorization by the Customer to issue Shares and the form and amount of
authorized Shares.
8. At any time the Bank may apply to an Officer of the Customer
for written instructions with respect to any matter arising in connection with
the Bank's duties and obligations under this Agreement, and the Bank shall not
be liable for any action taken or omitted to be taken by the Bank in good faith
in accordance with such instructions. Such application by the Bank for
instructions from an Officer of the Customer may, at the option of the Bank, set
forth in writing any action proposed to be taken or omitted to be taken by the
Bank with respect to its duties or obligations under this Agreement and the date
on and/or after which such action shall be taken, and the Bank shall not be
liable for any action taken or omitted to be taken in accordance with a proposal
included in any such application on or after the date specified therein unless,
prior to taking or omitting to take any such action, the Bank has received
written instructions in response to such application specifying the action to be
taken or omitted. The Bank may consult counsel to the Customer or its own
counsel, at the expense of the Customer, and shall be fully protected with
respect to anything done or omitted by it in good faith in accordance with the
advice or opinion of such counsel.
9. When mail is used for delivery of non-negotiable Share
certificates, the value of which does not exceed the limits of the Bank's
Blanket Bond, the Bank shall send such nonnegotiable Share certificates by first
class mail, and such deliveries will be covered while in transit by the Bank's
Blanket Bond. Non-negotiable Share certificates, the value of which exceed the
limits of the Bank's Blanket Bond, will be sent by insured registered mail.
Negotiable Share certificates will be sent by insured registered mail. The Bank
shall advise the Customer of any Share certificates returned as undeliverable
after being mailed as herein provided for.
10. The Bank may issue new Share certificates in place of Share
certificates represented to have been lost, stolen or destroyed upon receiving
instructions in writing from an Officer and indemnity satisfactory to the Bank.
Such instructions from the Customer shall be in such form as approved by the
Board of Directors of the Customer in accordance with applicable law or the By-
Laws of the Customer governing such matters. If the Bank receives written
notification from the owner of the lost, stolen or destroyed Share certificate
within a reasonable time after he has notice of it, the Bank shall promptly
notify the Customer and shall act pursuant to written instructions signed by an
Officer. If the Customer receives such written notification from the owner of
the lost, stolen or destroyed Share certificate within a reasonable time after
he has notice of it, the Customer shall promptly notify the Bank and the Bank
shall act pursuant to written instructions signed by an Officer. The Bank shall
not be liable for any act done or omitted by it pursuant to the written
instructions described herein. The Bank may issue new Share certificates in
exchange for, and upon surrender of, mutilated Share certificates.
11. The Bank will issue and mail subscription warrants for Shares,
Shares representing stock dividends, exchanges or splits, or act as conversion
agent upon receiving written instructions from an Officer and such other
documents as the Bank may deem necessary.
12. The Bank will supply shareholder lists to the Customer from
time to time upon receiving a request therefor from an Officer of the Customer.
13. In case of any requests or demands for the inspection of the
shareholder records of the Customer, the Bank will notify the Customer and
endeavor to secure instructions from an Officer as to such inspection. The Bank
reserves the right, however, to exhibit the shareholder record to any person
whenever it is advised by its counsel that there is a reasonable likelihood that
the Bank will be held liable for the failure to exhibit the shareholder records
to such person.
14. At the request of an Officer, the Bank will address and mail
such appropriate notices to shareholders as the Customer may direct.
15. Notwithstanding any provisions of this Agreement to the
contrary, the Bank shall be under no duty or obligation to inquire into, and
shall not be liable for:
(a) 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 Customer to request such issuance, sale or transfer;
(b) The legality of the purchase of any Shares, the sufficiency of
the amount to be paid in connection therewith, or the authority of the Customer
to request such purchase;
(c) The legality of the declaration of any dividend by the
Customer, or the legality of the issue of any Shares in payment of any stock
dividend; or
(d) The legality of any recapitalization or readjustment of the
Shares.
16. The Bank shall be entitled to receive and the Customer hereby
agrees to pay to the Bank for its performance hereunder (i) out-of-pocket
expenses (including legal expenses and attorney's fees) incurred in connection
with this Agreement and its performance hereunder, and (ii) the compensation for
services as set forth in Schedule I.
17. The Bank shall not be responsible for any money, whether or
not represented by any check, draft or other instrument for the payment of
money, received by it on behalf of the Customer, until the Bank actually
receives and collects such funds.
18. The Bank shall have no duties or responsibilities whatsoever
except such duties and responsibilities as are specifically set forth in this
Agreement, and no covenant or obligation shall be implied against the Bank in
connection with this Agreement.
ARTICLE IX
TERMINATION
Either of the parties hereto may terminate this Agreement by giving to the
other party a notice in writing specifying the date of such termination, which
shall be not less than 60 days after the date of receipt of such notice. In the
event such notice is given by the Customer, it shall be accompanied by a copy of
a resolution of the Board of Directors of the Customer, certified by the
Secretary, electing to terminate this Agreement and designating a successor
transfer agent or transfer agents. In the event such notice is given by the
Bank, the Customer shall, on or before the termination date, deliver to the Bank
a copy of a resolution of its Board of Directors certified by the Secretary
designating a successor transfer agent or transfer agents. In the absence of
such designation by the Customer, the Bank may designate a successor transfer
agent. If the Customer fails to designate a successor Transfer agent and if the
Bank is unable to find a successor transfer agent, the Customer shall, upon the
date specified in the notice of termination of this Agreement and delivery of
the records maintained hereunder, be deemed to be its own transfer agent and the
Bank shall thereafter be relieved of all duties and responsibilities hereunder.
Upon termination hereof, the Customer shall pay to the Bank such compensation as
may be due to the Bank for any disbursements and expenses made or incurred by
the Bank and payable or reimbursable hereunder. Further, upon termination
hereof, the Bank shall fully cooperate with the Customer and the successor
transfer agent to effect a smooth transition of the Services to the new agent
and the Bank shall provide to the Customer and/or new agent any documents and
records reasonably requested by either.
ARTICLE X
MISCELLANEOUS
1. The indemnities contained herein shall be continuing
obligations of the Customer, its successors and assigns, notwithstanding the
termination of this Agreement.
2. Any notice or other instrument in writing, authorized or
required by this Agreement to be given to the Customer shall be sufficiently
given if addressed to the Customer and mailed or delivered to it at 10990
Wilshire Blvd. - Suite 1200, Los Angeles, CA 90024, or at such other place as
the Customer may from time to time designate in writing.
3. Any notice or other instrument in writing, authorized or
required by this Agreement to be given to the Bank shall be sufficiently given
if addressed to the Bank and mailed or delivered to it at its office at 101
Barclay Street (22W), New York, New York 10286 or at such other place as the
Bank may from time to time designate in writing.
4. 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,
and the Secretary or any Assistant Secretary may amend any Certificate listing
the shares of capital stock of the Customer for which the Bank performs Services
hereunder.
5. This Agreement shall extend to and shall be binding upon the
parties hereto and their respective successors and assigns; provided, however,
that this Agreement shall not be assignable by either party without the prior
written consent of the other party, and provided, further, that any
reorganization, merger, consolidation, or sale of assets, by the Bank shall not
be deemed to constitute an assignment of this Agreement.
6. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.
7. This Agreement may be executed in any number of counterparts
each of which shall be deemed to be an original; but such counterparts,
together, shall constitute only one instrument.
8. The provisions of this Agreement are intended to benefit only
the Bank and the Customer, and no rights shall be granted to any other person by
virtue of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective corporate officers, thereunto duly authorized and
their respective corporate seals to be hereunto affixed, as of the day and year
first above written.
Attest: HEALTH CARE PROPERTY INVESTORS, INC.
------------------------------------
/s/ Romy Erickson
- ---------------------- By: /s/ James G. Reynolds
---------------------------
Name: James G. Reynolds
-------------------------
Title: Executive Vice President
------------------------
Attest: THE BANK OF NEW YORK
--------------------
/s/ Frank Lado
- ---------------------
By: /s/ Kevin M. Brennan
-------------------------
Name: Kevin M. Brennan
------------------------
Title: Vice President
-----------------------
Stock Transfer Proposal
for
Health Care Property
Investors, Inc.
Merrill Bullis
Assistant Vice President
Worldwide Securities Processing Services
(212) 635-7134
TABLE OF CONTENTS
I. Executive Summary
II. The Bank of New York
III. The Bank of New York - Stock Transfer Services
IV. How to Convert Your Stock Transfer Relationship
a. Implementation Timeline
b. Key Contacts
V. Fee Proposal
REVISED STOCK TRANSFER FEE PROPOSAL
FOR
HEALTH CARE PROPERTY INVESTORS, INC.
Transfer Agent Services
June 19, 1996
ACCOUNT MAINTENANCE FUNCTIONS
For Each Active Account Maintained (Per Annum).........$3.00
For Each Inactive Account Maintained (Per Annum).......$1.60
(Inactive accounts are automatically coded as "closed" after thirteen months if
they meet the purge criteria. There is no charge for closed accounts).
For servicing shareholder accounts maintained on the data base, to include:
___Opening new accounts
___Posting debits and credits
___Maintaining certificate history
___Placing and releasing stop transfer notations
___Consolidating duplicate accounts
___Coding accounts requiring special handling (e.g., "bad
address", "do not mail", VIP, etc.)
___Processing address changes
___Maintaining dividend and/or seasonal addresses
___Responding to shareholder correspondence
___Providing general 800 phone number for shareholder inquiries
___Obtaining and posting Taxpayer Identification Number
certifications
___Maintaining inactive accounts for the purpose of research and
tax reporting
___Purging closed accounts that meet selective criteria (e.g.,
no outstanding checks, no stops maintained against
certificates, etc.)
___Establishing and maintaining non-shareholder mail lists
CERTIFICATE ISSUANCE FUNCTIONS
For each Certificate Issued...............................$1.35
For Each DWAC Transaction................................$10.00
For Each Rush Issuance (24 Hour Delivery) Transaction....$10.00
For transferring stock certificates, to include:
___Qualifying under rules of the NYSE and AMEX to act in dual
capacity of transfer agent and registrar
___Maintaining mail and window facilities for the receipt of
transfer requests
___Maintaining and securing unissued certificate inventory and
supporting documents
___Examining issuance or transfer requests to ensure that proper
authority is being exercised
___Verifying that original issuances are properly authorized and
have necessary regulatory approval
___Verifying that no stop orders are held against the surrendered
certificates
___Issuing and registering new certificates
___Recording cancelled and issued certificates by registration,
certificate number and shares
___Canceling surrendered certificates and storing for two years
___Delivering completed transfers
___Processing restricted and legal transfers
___Issuing shares upon exercise of stock options
___Replacing lost, destroyed or stolen certificates
___Replacing lost, destroyed or stolen certificates
___Furnishing daily transfer journals
DIVIDEND DISBURSEMENT FUNCTIONS
For Each Check Issued...................................$0.35
For Each ACH Transmission...............................$0.15
These services include:
___Preparing and mailing checks
___Reconciling checks
___Preparing payment register in list or microfiche form
___Withholding and filing taxes for non-resident aliens and
others
___Filing federal tax information returns
___Mailing required statements (Form 1099) to registered holders
___Maintaining stop files and issuing replacement checks
___Maintaining payment orders and addresses
___Maintaining records to support escheat filings
DIVIDEND REINVESTMENT/ESPP (Non-Qualified) FUNCTIONS
Annual Administration Fee...............................Included
For Each Dividend Reinvested (Per Account).................$1.25
For Each Optional Cash Investment
(Per Account), if applicable...............................$3.00
For Each Full or Partial Liquidation (Per Account).........$5.00
For Each Withdrawal of Shares (Per Occurrence).............$5.00
For Each Deposit of Shares (Per Occurrence)................$7.00
For Each Book-to-Book Transfer (Per Occurrence)............$7.00
(Some of the above fees may be borne by the Shareholder.)
These services include:
___Opening and maintaining participant accounts
___Processing dividends for reinvestment and optional cash
payments
___Preparing participant statements of account, after each transaction, showing
activity for current period
___Processing liquidations and terminations according to plan
specifications
___Issuing certificates to participants upon request for
withdrawal
___Receiving certificates from participants for deposit into the
plan
___Processing requests from participants for Book-to-Book
transfers
___Processing external tapes to update participant accounts and
make purchase
___Providing periodic investment reports to Company
___Preparing Form 1099B to report sale proceeds
ESCHEATMENT FUNCTIONS
For Due Diligence Mailing (Per Account)...................$0.50
For Each Abandoned Property Report
Filed Directly (Per State)...............................$75.00
For Each Abandoned Property Report Provided to
The Company (Per State)..................................$50.00
For Each Shareholder Account Reported.....................$1.50
Escheatment functions include the following:
___Preparing preliminary report of abandoned property
___Performing "due diligence" mailing to holders with abandoned
property
___Clearing property for holders responding to the mailing
___Preparing final report and remitting abandoned property to each State
EXPENSES AND OTHER CHARGES
Out-of-Pocket Expenses
The cost of stationery and supplies, such as transfer sheets, dividend checks,
etc., together with any disbursement for telephone, postage, mail insurance
premiums, travel for annual meeting, link-up charges for ADP, tape charges from
DTC, etc. are billed in addition to the above fees.
Conversion
There is usually no charge for converting the company's files to The Bank of New
York's system with the exception of outstanding check history from the current
agent's file. A review of the current files and formats will be made to
determine if any situation exists which will require extraordinary effort to
complete the conversion. Any charge will be discussed with the company prior to
work commencing.
Interest
Interest of one and one-half percent (1.5%) per month will be charged on all
invoices unpaid for more than 30 days.
Audit Confirmations
A charge of $50.00 per request will be made for responding to requests for audit
confirmations.
Legal Expenses
Certain legal expenses may be incurred in resolving matters not anticipated in
the normal course of business. This may result in a separate charge to cover
our expenses in resolving such matters.
Other Services
Fees for any services not specified above, such as storing cancelled
certificates after the initial two year period, stock splits, exchanges,
tenders, solicitation mailing and coding of dividend reinvestment and ACH
accounts, etc., will be based on an appraisal of the work to be performed or on
The Bank of New York's standard fees at the time of the request.
Minimum Fee
The Bank of New York's minimum charge is $10,000 per year and will be billed at
a rate of $833.33 per month starting with our appointment date. If at the end
of each year (12 months from appointment date) the total fees are less than the
minimum, the difference will be billed to your account.
Termination
If The Bank of New York's appointment as stock transfer agent is terminated at
any time, except in accordance with the provisions of the Agreement, a
termination fee of ten percent (10%) of the previous twelve (12) months' fees,
subject to a minimum of $1,000 will be charged plus associated expenses for
lists, tapes, etc. These charges are made to compensate for the additional time
and expense involved in re-routing certificates and correspondence sent to us
and for other related administrative and clerical duties.
STOCK TRANSFER SERVICES
LIST OF KEY IMPLEMENTATION CONTACTS
Mr. William Skinner
Vice President
Stock Transfer Product Manager
(212) 815-2128
Mr. Samuel P. Gentile
Vice President
Stock Transfer Administration/Investor Relations
(212) 815-3629
Mr. Pat Falciglia
Vice President
Stock Transfer Administration
(212) 815-5825
Mr. William Kemple
Senior Vice President
Stock Transfer Operations
(212) 815-5353
Mr. Ramon Rosado
Vice President
Stock Transfer Operations
(212) 815-2131
Mr. Mario Passudetti
Vice President
Stock Transfer Operations
(212) 815-6432
Ms. Merrill Bullis
Assistant Vice President
Domestic Marketing Officer
(212) 635-7134
Estimated
Transfer Agent Expenses
For
Health Care Property Investors, Inc.
Number Unit Total
Activity Per Year Cost Cost
Form 1099 Mailing:
Form Cost 1986 $0.025 $49.65
Postage (1st Class) 1986 $0.25 $496.50
Note: 1099s can be mailed as a combo with last
dividend check saving postage.
Quarterly Dividend: (Assumed 1886 checks mailed, 100 dividends reinvested)
Cost of checks 7544 $0.025 $188.60
Cost of envelopes 7544 $0.02 $150.00
Postage (1st Class) 7544 $0.25 $1,886.00
Annual Meeting Material Mailing:
Envelopes 1986 $0.08 $158.88
Postage (1st Class) 1986 $0.898 $1,783.43
Proxy Cards 1986 $0.03 $59.58
Proxy Return Envelopes 1986 $0.02 $39.72
Inspector of Election:
(excluding travel expense) 1 $600 $600.00
Miscellaneous Stationery for Correspondence $600.00
Postage for Daily Correspondence $850.00
Telephone, Insurance, Messenger and
Express Mail $850.00
Sub-Total Postage $5,015.93
Sub-Total Non-Postage $2,697.31
Total Estimated Annual Expenses $7,713.24