REGISTRAR,
TRANSFER AGENCY AND SERVICE AGREEMENT
BETWEEN
BEA INCOME FUND, INC.
AND
BANKBOSTON, N.A.
TABLE OF CONTENTS
PAGE
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............................................10
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 October 26, 1998, or upon commencement of services
described below as soon as is practical following October 26,1998, is between
BEA Income Fund, Inc., a Maryland corporation (the "Fund") and BankBoston,
N.A. (the "Bank"), a national banking association.
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, corresponding to 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;
(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 of the
Fund as amended from time to time;
(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 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.
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(c) The Bank shall provide additional services on behalf of the
Fund (i.e., escheatment winces) 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 foe 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 request
or with the consent of the Fund, will be reimbursed by the Fund.
2.03 The Fund agrees to pay all few and reimbursable
expenses within five 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.
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3.02 It is duly qualified to carry on its business in the
Commonwealth of Massachusetts.
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.
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
Articles of Incorporation and By-Laws to enter into and perform this
Agreement.
4.03 All corporate proceedings required by said Articles of
Incorporation and By-Laws have been taken to authorize it to enter into and
perform this Agreement.
4.04 It is a closed-end, diversified 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 or will be effective and appropriate state securities law filings
have been made with respect to all Shares of the Fund being offered for sale
by the Fund; information to the contrary will result in immediate
notification to the Bank.
4.06 It shall make all required filings under federal and
state securities laws.
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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 proprietary information furnished to the Fund by the Bank are provided
solely in connection with the services rendered under this Agreement and
constitute copyrighted trade secrets or proprietary information of
substantial value to the Bank. Such databases, programs, formats, designs and
techniques are collectively referred to below as "Proprietary Information."
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 on the
Fund computers, or (ii) solely from equipment at the locations agreed to
between the Fund and the Bank and (iii) 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 Funds'
computers) any part of any Proprietary Information;
(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 proprietary
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);
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(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 statutes.
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.
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 lack of good faith, negligence or willful
misconduct 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
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person or firm on behalf 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.
(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.
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 reliance upon such instructions or upon the opinion of such
counsel. The Bank, its agents and subcontractors shall be 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 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.
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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 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 or 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:
(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.
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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 pawn, 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, 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.
ARTICLE 9 TERMINATION OF AGREEMENT
9.01 This Agreement may be terminated by either party upon
ninety (90) 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
and/or a charge, equivalent to the average of three (3) months' fees.
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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) Boston EquiServe
Limited Partnership, a Delaware limited partnership ("Boston 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)"), or (ii) a Boston
EquiServe affiliate duly registered as a transfer agent pursuant to Section
17A(c)(2), provided, however, that 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.
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
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shall not be liable for damages to the other for any damages arising 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.
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.
BEA INCOME FUND, INC.
By: /S/ MICHAEL A. ?
---------------------
Michael A.?
Secretary
BANKBOSTON, N.A.
By: /S/ JOSEPH F. IDZAL
---------------------
Joseph F. Idzal
Vice President
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FEE AND SERVICE SCHEDULE
FOR
BEA INCOME FUND, INC.
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STANDARD TRANSFER AGENT AND REGISTRAR FEES AND SERVICES
TERM
The term of this Fee and Service Schedule shall be for a period of three (3)
years, commencing from October 26, 1998, the effective date of this Fee and
Service Schedule (the "Initial Term").
After the Initial Term, this Fee and Service Schedule shall be self renewing,
and providing that the service mix and volumes remain constant, the fees
listed below 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.
Notwithstanding the paragraphs above, the fees and services may be changed
from time to time as agreed upon in writing by both parties.
FEES AND SERVICES
TRANSFER AGENT AND REGISTRAR FEE
$2,750.00 Per Month - Includes the standard Transfer Agent and Registrar
services as stated in the following sections:
ADMINISTRATIVE SERVICES
- Annual administrative services as Transfer Agent and Registrar
- Assignment of Account Administrator
- Remote inquiry access to Fund records via PC or terminal with
telecommunication software
ACCOUNT MAINTENANCE
- Maintaining up to 4,800 record shareholder accounts per year,
additional shareholder accounts to be billed at $7.00 each per year,
to include the following services:
- Processing of new shareholder accounts
- Posting and acknowledging address changes
- Processing other routine file maintenance adjustments
- Posting all transactions, including debit and credit certificates
to the stockholder file
- Researching and responding to all registered shareholder
inquiries, telephone inquiries via toll-free number (line useage
charges billed as incurred)
- Confirmations of purchases and sales of shares of the Fund
- Maintaining shareholder mailing database
CERTIFICATE ISSUANCE
- Issuance, cancellation and registration of certificates to include the
following services:
- Production and mailing of daily transfer reports
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FEE AND SERVICE SCHEDULE
FOR
BEA INCOME FUND, INC.
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- Processing of all legal transfers including New York window and
mail items
- Combining certificates into large and/or smaller denominations
- Processing Indemnity Bonds
- Replacing lost certificates
- Placing, maintaining and removing stop-transfer notations
ANNUAL MEETING SERVICES
- Preparing a full stockholder list as of the Annual Meeting Record Date
- Printing and addressing proxy cards for all registered shareholders
- Enclosing and mailing proxy card, proxy statement, return envelope and
Annual Report to all registered shareholders
- Receiving, opening and examining returned proxies
- Writing in connection with unsigned or improperly executed proxies
- Tabulating returned proxies; up to five (5) proposals, additional
billed at $0.03 per proposal per shareholder
- Provide on-line access to proxy vote status
- Attending Annual Meeting as Inspector of Election (Travel expenses
billed as incurred)
- Preparing a final Annual Meeting List reflecting how each account
has voted on each proposal
- Interfacing with outside proxy solicitor
MAILING AND REPORTING SERVICES
- Addressing, enclosing and mailing to registered shareholders
company-provided Semi-Annual Reports, 2 times per annum
- Preparing eight (8) standard reports at the company's discretion per
annum
- Prepare and mail account statements to shareholders, twelve times per
annum
- Coding "multiple" accounts at a single household to suppress duplicate
mailings of reports
ABANDONED PROPERTY REPORTING SERVICES
- Preparing Abandoned Property Reports, one (1) per annum to all 50
states
- Preparing a set of labels, one (1) per annum to perform Due Diligence
mailing.
DIVIDEND SERVICES
As Dividend Disbursing Agent and Paying Agent (checks to be drawn on
BankBoston, N.A. and funding must be received via Federal Funds Wire or
BankBoston Demand Deposit Account debit on the mail date), BankBoston will
perform the following dividend related services:
- Preparing and mailing monthly dividends (check includes address change
feature) with an additional enclosure with each dividend check
- Preparing a hardcopy dividend list as of each dividend record date
- Preparing and filing Federal Information Returns (Form 1099) of
dividends paid in a year and mailing a statement to each stockholder
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FEE AND SERVICE SCHEDULE
FOR
BEA INCOME FUND, INC.
- -------------------------------------------------------------------------------
- Preparing and filing State Information Returns of dividends paid in a
year to stockholders resident within such state
- Preparing and filing annual withholding return (Form 1042) and
payments to the government of income taxes withheld from Non-Resident
Aliens
- Replacing lost dividend checks
- Providing photocopies of canceled checks when requested
- Reconciling paid and outstanding checks
- Coding "undeliverable" accounts to suppress mailing dividend checks to
same, per
- SEC regulations
- Processing and recordkeeping of accumulated uncashed dividends
- Furnishing requested dividend information to stockholders
- Performing the duties as required by the Interest and Dividend Tax
Compliance Act of 1983
- Direct deposit of dividends via ACH
DIVIDEND REINVESTMENT SERVICES
- Monthly Reinvestment and/or cash investment transactions of Dividend
Reinvestment Plan (DRP) participant accounts
- Preparing and mailing a monthly dividend reinvestment detailed
statement with an additional enclosure to each DRP participant
- Preparing and mailing a monthly cash investment detailed statement
with an additional enclosure to each DRP participant
- Maintaining DRP accounts and establishing new participant accounts
- Processing termination/sale requests
- Processing withdrawal requests
- Supplying summary reports for each reinvestment/investment to Company
- Certificate safekeeping
- Handling shareholder inquiries concerning the DRP
- Preparing and mailing Form 1099, Form 1042, and Form 1099B to
participants and related filings with the IRS
- Preparing a Dividend Reinvestment Journal, 12 per annum.
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
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FEE AND SERVICE SCHEDULE
FOR
BEA INCOME FUND, INC.
- -------------------------------------------------------------------------------
be billed by appraisal. All additional services not specifically covered
under this Fee and Service Schedule will be billed by appraisal, as
applicable.
OUT OF POCKET EXPENSES
All direct out-of-pocket expenses will be billed as incurred. A list of
applicable out-of-pocket expenses is attached as Exhibit A.
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.
Submitted by BankBoston, N.A. Accepted by BEA Income Fund, Inc.
By: By:
----------------------- -----------------------
Title: Title:
-------------------- --------------------
Date: Date:
--------------------- ---------------------
THIS FEE AND SERVICE SCHEDULE SHALL SERVE AS AN ATTACHMENT TO A TRANSFER
AGENCY AND STOCK TRANSFER SERVICES AGREEMENT TO BE AGREED UPON BY THE PARTIES.
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FEE AND SERVICE SCHEDULE
FOR
BEA INCOME FUND, INC.
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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
INSURANCE PREMIUMS (Mailing certificates)
DELIVERY AND FREIGHT CHARGES (including overnight delivery; Airborne
Express, FedEx, etc.)
TYPESETTING (proxy cards, dividend reinvestment enrollment cards, due
diligence mailings, ACH enrollment cards, etc.)
PRINTING (proxy cards, dividend reinvestment cards, etc.)
DESTRUCTION OF EXCESS/OBSOLETE MATERIAL
DTC TRADE TRANSACTIONS EXPENSES (Treasury buybacks, DR trades, etc.)
CUSTODY SETTLEMENT CHARGES
TOLL FREE TELEPHONE USAGE AND LINE EXPENSES
PLEASE NOTE:
Other out of pocket expenses could be incurred depending on the services
utilized.
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, dividend enclosures and news
releases. Overtime charges will be assessed in the event of late delivery
of material for mailings to shareholders unless the mail date is
rescheduled.
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