REGISTRAR,
TRANSFER AGENCY AND SERVICE AGREEMENT
between
DELAWARE GROUP GLOBAL DIVIDEND & INCOME FUND, INC.
and
STATE STREET BANK AND TRUST COMPANY
TABLE OF CONTENTS
ARTICLE 1 TERMS OF APPOINTMENT; DUTIES OF THE BANK 1
ARTICLE 2 FEES AND EXPENSES 3
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE BANK 3
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE FUND 4
ARTICLE 5 DATA ACCESS AND PROPRIETARY INFORMATION 5
ARTICLE 6 INDEMNIFICATION 6
ARTICLE 7 STANDARD OF CARE 8
ARTICLE 8 COVENANTS OF THE FUND AND THE BANK 8
ARTICLE 9 TERMINATION OF AGREEMENT 9
ARTICLE 10 ASSIGNMENT 9
ARTICLE 11 AMENDMENT 10
ARTICLE 12 MASSACHUSETTS LAW TO APPLY 10
ARTICLE 13 FORCE MAJEURE 10
ARTICLE 14 CONSEQUENTIAL DAMAGES 11
ARTICLE 15 MERGER OF AGREEMENT 11
ARTICLE 16 SURVIVAL 11
ARTICLE 17 SEVERABILITY 11
ARTICLE 18 COUNTERPARTS 11
REGISTRAR, TRANSFER AGENCY AND SERVICE AGREEMENT
This Transfer Agency and Stock Transfer Services Agreement (the "Agreement"),
dated as of _____________, is between Delaware Group Global Dividend & Income
Fund, Inc., a Maryland corporation (the "Fund") and State Street Bank
and Trust Company, a national banking association (the "Bank").
WHEREAS, the Fund desires to appoint the Bank as its registrar,
transfer agent, dividend disbursing agent and agent in connection with certain
other activities and the Bank desires to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
Article 1 Terms of Appointment; Duties of the Bank
1.01 Subject to the terms and conditions set forth in this Agreement,
the Fund hereby employs and appoints the Bank to act as, and the Bank agrees to
act as, registrar, transfer agent for the Fund's authorized and issued shares
of its common stock ("Shares"), dividend disbursing agent and agent in
connection with any dividend reinvestment plan as set out in the prospectus of
the Fund or in its periodic reports, as of the date of this Agreement.
1.02 The Bank agrees that it will perform the following services:
(a) In accordance with procedures established from time to
time by agreement between the Fund and the Bank, the Bank shall:
(i) Issue and record the appropriate number of Shares
as authorized and hold such Shares in the appropriate
Shareholder account
(ii) Effect transfers of Shares by the registered
owners thereof upon receipt of appropriate documentation in
accordance with time periods set forth in applicable SEC
Regulations;
(iii) Prepare and transmit payments for dividends and
distributions declared by the Fund;
(iv) Act as agent for Shareholders pursuant to the
dividend reinvestment and cash purchase plan as amended from
time to time in accordance with the terms of the agreement to
be entered into between the Shareholders and the Bank in
substantially the form attached as Exhibit A hereto;
(v) Issue replacement certificates for those
certificates alleged to have been lost, stolen or destroyed
upon receipt by the Bank of indemnification satisfactory to
the Bank and protecting the Bank and the Fund, and the Bank at
its option, may issue replacement certificates in place of
mutilated stock certificates upon presentation thereof and
without such indemnity.
(b) In addition to and neither in lieu nor in contravention of
the services set forth in the above paragraph (a), the Bank shall: (i)
perform all of the customary services of a registrar, transfer agent,
dividend disbursing agent and agent of the dividend reinvestment and
cash purchase plan as described in this Article 1 consistent with those
requirements in effect as of the date of this Agreement. The detailed
definition, frequency, limitations and associated costs (if any) set
out in the attached fee schedule, include but are not limited to:
maintaining all Shareholder accounts, preparing Shareholder meeting
lists, mailing proxies, and mailing Shareholder reports to current
Shareholders, withholding taxes on U.S. resident and non-resident alien
accounts where applicable, preparing and filing U.S. Treasury
Department Forms 1099 and other appropriate forms required with respect
to dividends and distributions by federal authorities for all
registered Shareholders.
(c) The Bank shall provide additional services on behalf of
the Fund (i.e., escheatment services) which may be agreed upon in
writing between the Fund and the Bank.
Article 2 Fees and Expenses
2.01 For the performance by the Bank pursuant to this Agreement, the
Fund agrees to pay the Bank an annual maintenance fee as set out in the initial
fee schedule attached hereto. Such fees and out-of-pocket expenses and advances
identified under Section 2.02 below may be changed from time to time subject to
mutual written agreement between the Fund and the Bank.
2.02 In addition to the fee paid under Section 2.01 above, the Fund
agrees to reimburse the Bank for out-of-pocket expenses, including but not
limited to confirmation production, postage, forms, telephone, microfilm,
microfiche, tabulating proxies, records storage, or advances incurred by the
Bank for the items set out in the fee schedule attached hereto. In addition, any
other expenses incurred by the Bank at the express request or with the express
consent of the Fund, will be reimbursed by the Fund.
2.03 The Fund agrees to pay all fees and reimbursable expenses within
thirty days following the receipt of the respective billing notice. Postage and
the cost of materials for mailing of dividends, proxies, Fund reports and other
mailings to all Shareholder accounts shall be advanced to the Bank by the Fund
at least seven (7) days prior to the mailing date of such materials.
Article 3 Representations and Warranties of the Bank
The Bank represents and warrants to the Fund that:
3.01 It is a trust company duly organized and existing and in good
standing under the laws of the Commonwealth of Massachusetts.
3.02 It is duly qualified to carry on its business in the Commonwealth
of Massachusetts.
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3.03 It is empowered under applicable laws and by its Charter and
By-Laws to enter into and perform this Agreement.
3.04 All requisite corporate proceedings have been taken to authorize
it to enter into and perform this Agreement.
3.05 It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and obligations under
this Agreement.
3.06 It is duly registered as a transfer agent pursuant to Section
17A(c)(2) of the Securities Exchange Act of 1934, as amended and is qualified to
act as a transfer agent and registrar under the rules of the New York Stock
Exchange, and will maintain such registration and qualification during the term
of this Agreement.
Article 4 Representations and Warranties of the Fund
The Fund represents and warrants to the Bank that:
4.01 It is a corporation duly organized and existing and in good
standing under the laws of Maryland.
4.02 It is empowered under applicable laws and by its Charter and
By-Laws to enter into and perform this Agreement.
4.03 All corporate proceedings required by said Charter and By-Laws
have been taken to authorize it to enter into and perform this Agreement.
4.04 It is a closed-end, diversified management investment company
registered under the Investment Company Act of 1940, as amended.
4.05 To the extent required by federal securities laws, a registration
statement under the Securities Act of 1933, as amended, is currently effective
and appropriate state securities law filings have been made with respect to all
Shares of the Fund being offered for sale; information to the contrary will
result in immediate notification to the Bank.
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4.06 It has made all required filings under federal and state
securities laws and shall make all additional required filings.
Article 5 Data Access and Proprietary Information
5.01 The Fund acknowledges that the data bases, computer programs,
screen formats, report formats, interactive design techniques, and other
information furnished to the Fund by the Bank as part of the Fund's ability to
access certain Company related data ("Customer Data") maintained by the Bank on
databases under the control and ownership of the Bank or other third ("Data
Access Services") constitute copyrighted, trade secret, or other proprietary
information (collectively, "Proprietary Information") of substantial value to
the Bank or other third party. In no event shall Proprietary Information be
deemed Customer Data. The Fund agrees that it shall treat all Proprietary
Information as proprietary to the Bank and further agrees that it shall not
divulge any Proprietary Information to any person or organization except as
expressly permitted hereunder. The Fund agrees for itself and its employees and
agents:
(a) to use such programs and databases (i) solely from
equipment at the locations agreed to between the Fund and the Bank and
(ii) in accordance with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way (other
than in the normal course of performing processing on the computers set
forth in 5.01(a) above any part of any Proprietary Information;
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(c) to refrain from obtaining unauthorized access to any
programs, data or other information not owned by the Fund, and if such
access is accidentally obtained, to respect and safeguard the same
Proprietary Information;
(d) to refrain from causing or allowing information
transmitted from the Bank's computer to the Funds' terminal to be
retransmitted to any other computer terminal or other device except as
expressly permitted by the Bank, (such permission not to be
unreasonably withheld);
(e) that the Fund shall have access only to those authorized
transactions as agreed to between the Fund and the Bank; and
(f) to honor reasonable written requests made by the Bank to
protect at the Bank's expense the rights of the Bank in Proprietary
Information at common law and under applicable statues.
5.02 If the transactions available to the Fund include the ability to
originate electronic instructions to the Bank 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 Bank shall be entitled to rely on
the validity and authenticity of such instruction without undertaking any
further inquiry as long as such instruction is undertaken in conformity with
security procedures established by the Bank from time to time.
5.03 The Bank agrees to indemnify defend and hold harmless the Fund and
its directors, officers, shareowners, employees and representatives from and
against any and all losses, claims, damages, liabilities and expenses, including
reasonable attorney's fees and costs, arising out of any infringement or
misappropriation of third party intellectual property rights related to the STS
system.
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Article 6 Indemnification
6.01 The Bank shall not be responsible for, and the Fund shall
indemnify and hold the Bank harmless from and against, any and all losses,
damages, costs, charges, counsel fees, payments, expenses and liability arising
out of or attributable to:
(a) All actions of the Bank or its agents or subcontractors
required to be taken pursuant to this Agreement, provided that such
actions are taken in good faith and without negligence or willful
misconduct.
(b) The Fund's negligence, willful misconduct, or lack of
good faith which arise out of the breach of any representation or
warranty of the Fund hereunder.
(c) The reliance on or use by the Bank or its agents or
subcontractors of information, records, documents or services which (i)
are received by the Bank or its agents or subcontractors, and (ii) have
been prepared, maintained or performed by the Fund [or any other person
or firm at the request of the Fund including but not limited to any
previous transfer agent registrar].
(d) The reliance on, or the carrying out by the Bank or its
agents or subcontractors of any instructions or requests of the Fund
reasonably believed to be genuine and authorized.
(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
6.02 At any time the Bank 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 Bank under this
Agreement, and the Bank and its agents or subcontractors shall not be liable and
shall be indemnified by the Fund for any action taken or omitted by it in
reasonable and good faith reliance upon such instructions or upon the opinion of
such counsel. The Bank, its agents and subcontractors shall be
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protected and indemnified in acting upon any paper or document furnished by or
on behalf of the Fund, 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 Bank or its agents or subcontractors by
telephone, in person, machine readable input, telex, CRT data entry or other
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 Bank, its agents and subcontractors shall also be protected
and indemnified by the Fund in recognizing stock certificates which are
reasonably believed to bear the proper manual or facsimile signatures of the
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.
6.03 In order that the indemnification provisions contained in this
Article 6 shall apply, upon the assertion of a claim for which the Fund may be
required to indemnify the Bank, the Bank shall promptly notify the Fund of such
assertion, and shall keep the Fund advised with respect to all developments
concerning such claim. The Fund shall have the option to participate with the
Bank in the defense of such claim or to defend against said claim in its own
name or in the name of the Bank. The Bank shall in no case confess any claim or
make any settlement or compromise in any case in which the Fund may be required
to indemnify the Bank except with the Fund's prior written consent.
Article 7 Standard of Care
7.01 The Bank shall at all times act in good faith and agrees to use
its best efforts within reasonable limits 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 for that of its employees.
Article 8 Covenants of the Fund and the Bank
8.01 The Fund shall promptly furnish to the Bank the following:
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(a) [A certified copy of the resolution of the Board of
Directors of the Fund authorizing the appointment of the Bank and the
execution and delivery of this Agreement.]
(b) A copy of the Articles of Incorporation and By-Laws of the
Fund and all amendments thereto.
8.02 The Bank hereby agrees to establish and maintain facilities and
procedures reasonably acceptable to the Fund for safekeeping of stock
certificates, check forms and facsimile signature imprinting devices, if any;
and for the preparation or use, and for keeping account of, such certificates,
forms and devices.
8.03 The Bank shall keep records relating to the services to be
performed hereunder, in the form and manner as it may deem advisable. To the
extent required by Section 31 of the Investment Company Act of 1940, as amended,
and the Rules thereunder, the Bank agrees that all such records prepared or
maintained by the Bank relating to the services to be performed by the Bank
hereunder are the property of the Fund and will be preserved, maintained and
made available in accordance with such Section and Rules, and will be
surrendered promptly to the Fund on and in accordance with its request.
8.04 The Bank 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.
8.05 In cases of any requests or demands 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), in cases of any requests or demands for
the inspection of the Shareholder records of the Fund, the Bank will endeavor to
notify the Fund and to secure instructions from an authorized officer of the
Fund as to such inspection. The Bank reserves the right, however, to exhibit the
Shareholder records to any person whenever it is advised by its counsel that it
may be held liable for the failure to exhibit the Shareholder records to such
person.
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Article 9 Termination of Agreement
9.01 This Agreement may be terminated by either party upon [one hundred
twenty (120)] days written notice to the other.
9.02 Should the Fund exercise its right to terminate, all out-of-pocket
expenses associated with the movement of records and material will be borne by
the Fund. Additionally, the Bank reserves the right to charge for any other
reasonable expenses associated with such termination.
Article 10 Assignment
10.01 Except as provided in Section 10.03 below, neither this Agreement
nor any rights or obligations hereunder may be assigned by either party without
the written consent of the other party.
10.02 This Agreement shall inure to the benefit of and be binding upon
the parties and their respective permitted successors and assigns.
10.03 The Bank may, without further consent on the part of the Fund,
subcontract for the performance hereof with (i) EquiServe Limited Partnership.,
a Delaware limited partnership ("EquiServe"), which is duly registered as a
transfer agent pursuant to Section 17A(c)(2) of the Securities Exchange Act of
1934 ("Section 17A(c)(2)") and qualified to act as a transfer agent and
registrar under NYSE rules, or (ii) EquiServe Trust Company, N.A. or (iii) an
EquiServe affiliate duly registered as a transfer agent pursuant to Section
17A(c)(2) and qualified to act as a transfer agent and registrar under NYSE
rules, provided, however, that in the case of either (i) or (ii), the Bank shall
be as fully responsible to the Fund for the acts and omissions of any
subcontractor as it is for its own acts and omissions.
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Article 11 Amendment
11.01 This Agreement may be amended or modified by a written agreement
executed by both parties and authorized or approved by a resolution of the Board
of Directors of the Fund.
Article 12 Massachusetts Law to Apply
12.01 This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of The Commonwealth of
Massachusetts.
Article 13 Force Majeure
13.01 In the event either party is unable to perform its obligations
under the terms of this Agreement because of acts of God, strikes, equipment or
transmission failure or damage reasonably beyond its control, or other causes
reasonably beyond its control, such party shall not be liable to the other for
any damages resulting from such failure to perform or otherwise from such
causes.
Article 14 Consequential Damages
14.01 Neither party to this Agreement shall be liable to the other
party for consequential damages under any provision of this Agreement or for any
consequential damages arising out of any act or failure to act hereunder.
Article 15 Merger of Agreement
15.01 This Agreement constitutes the entire agreement between the
parties hereto and supersedes any prior agreement with respect to the subject
hereof whether oral or written.
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Article 16 Survival
16.01 All provisions regarding indemnification, warranty, liability and
limits thereon, and confidentiality and/or protection of proprietary rights and
trade secrets shall survive the termination of this Agreement.
Article 17 Severability
17.01 If any provision or provisions of this Agreement shall be held to
be invalid, unlawful, or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired.
Article 18 Counterparts
18.01 This Agreement may be executed by the parties hereto on any
number of counterparts and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
DELAWARE GROUP GLOBAL DIVIDEND AND INCOME
FUND, INC.
BY:
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ATTEST:
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State Street Bank and Trust Company
BY:
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Charles V. Rossi
Vice President
ATTEST:
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