EX-99.K.2 5 y91394exv99wkw2.htm EX-99.K.2 exv99wkw2
Exhibit 99.(k)(2)
FEE AND SERVICE SCHEDULE FOR STOCK TRANSFER SERVICES
between
EACH OF THE GABELLI CLOSED-END INVESTMENT COMPANIES
and
COMPUTERSHARE INC.
and
COMPUTERSHARE TRUST COMPANY, N.A.
This Fee and Service Schedule is by and between, Computershare Inc. (formerly known as Computershare Shareholder Services, Inc.) (“Computershare”) and Computershare Trust Company, N.A. (the “Trust Company”), (collectively, “Transfer Agent”) or individually “Computershare” and the “Trust Company”, respectively and each of the Gabelli Closed-End Investment Companies the (“Company”), (hereinafter referred to as “the Company”), whereby the Transfer Agent will perform the following services for the Company. This Fee and Service Schedule (“Schedule”) is an attachment to the Agreement. Terms used, but not otherwise defined in this Schedule, shall have the same meaning as those terms in the Agreement.
TERM
The fees set forth in this Schedule shall be effective for a period of three (3) years, commencing from the effective date of January 1, 2011 (the “Initial Term”). Sixty (60) days before the expiration of the Initial Term or a Renewal Term, whichever is applicable, the parties to this Agreement will agree upon a Fee Schedule for the upcoming Renewal Term. If no new fee schedule is agreed upon, provided that service mix and volumes remain constant, the fees listed in the Schedule shall be increased (a) 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; or (b) to the Transfer Agent’s minimum fees then in effect, whichever is greater. Fees will be increased on this basis for each successive Renewal Term.
FEES :
Transfer Agent and Registrar Fee*
$5.00 per open account & $2.00 per closed account (minimum monthly fee of $1,000.00 for each of the
following funds):
Gabelli Equity Trust Inc.
Gabelli Utility Trust
Gabelli Global Multimedia Trust
Gabelli Convertible and Income Securities Fund Inc.
$4,000.00 Per month, Gabelli Healthcare & Wellness Rx Trust
$1,000.00 Per month, for the following funds:
Gabelli Global Utility and Income Trust
Gabelli Dividend and Income Trust
Gabelli Convertible and Income Securities 6.00% Series B Cumulative Preferred
Gabelli Dividend and Income Trust 5.875% Series A Cumulative Preferred
Gabelli Dividend and Income Trust 6.00% Series D Cumulative Preferred
Gabelli Equity Trust 5.875% Series D Cumulative Preferred
Gabelli Global Multimedia Trust Inc. 6% Series B Cumulative Preferred
Gabelli Utility Trust 5.625% Series A Cumulative Preferred

 


 

$833.33   Per month for the following funds:
Gabelli Equity Trust 6.20% Series F Cumulative Preferred
Gabelli Healthcare & Wellness Rx Trust 5.76% Series A Preferred
$1,000.00*   Per month, for any new fund with monthly dividend payments
$833.33*   Per month, for any new fund with quarterly dividend payments
*Spin-offs will be priced separately at a fee agreed upon by both parties.
DRP AND DTC Fees:
$.75   For each Dividend Reinvestment, per participant
*   If the average volume of transactions, inquiries, or telephone calls significantly increases during the term of this Agreement as a result of outside factors or unforeseen circumstances for which the Transfer Agent is not the proximate cause, the Transfer Agent and the Company shall negotiate an additional fee.
Lost Owner/Shareholder Search Services
  SEC Electronic Database Search $2.00 per account searched
SERVICES (per fund)
    Administrative Services
    Annual administrative services as Transfer Agent and Registrar for the closed-end funds listed above
 
    Assignment of relationship manager
    Account Maintenance
    Maintain registered Shareholder accounts per year, to include the following services:
 
    Create new Shareholder accounts
 
    Post and acknowledge address changes
 
    Process other routine file maintenance adjustments
 
    Post all transactions, including debit and credit certificates, to the Shareholder file
 
    Respond to requests for audit confirmations
 
    Perform OFAC (Office of Foreign Asset Control) and Patriot Act reporting
 
    Obtain tax certifications
    Share Issuance
    Issue, cancel and register Shares
 
    Process all legal transfers as appropriate
 
    Combine certificates into larger and/or smaller denominations
 
    Replace lost, stolen or destroyed certificates in accordance with UCC guidelines and Transfer Agent policy (subject to Shareholder-paid fee and bond premium)
 
    Place, maintain and remove stop-transfer notations
    Shareholder Communications
    Provide Company-specific Shareholder contact number;
 
    Provide IVR 24/7 (subject to system maintenance);
 
    Respond to Shareholder inquiries (written, e-mail and web);
 
    Record all Shareholder calls;
 
    Scan and image incoming correspondence from Shareholders;

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    Direct Registration System (“DRS”)
    Register, issue and transfer DRS book-entry shares
 
    Issue DRS statements of holding
 
    Provide shareholders with the ability to sell shares through the IVR, telephone, mail or Internet, either via a batch order or a market order transaction in accordance with the terms and conditions, including applicable fees, of the DRS Sales Facility
 
    Process sales requests within the appropriate timeframe based on the type of service requested, in accordance with the terms of the DRS sales facility
 
    Coordinate the issuance, payment and reconcilement for any proceeds stemming from the use of the DRS sales facility, in accordance with the terms and conditions of the facility
 
    Coordinate the mailing of advices to shareholders
 
    Accept and deposit certificated shares into a DRS position
    Online Access
    Provide availability to “Issuer Online,” which provides access to Company and Shareholder information administered by Computershare, which permits data management including accessing standard reports such as Top 10 — 200 Shareholder lists, submitting real-time inquiries such as an issued capital query, and reporting by holding range
 
    Provide availability to “Investor Centre,” which provides Shareholder account information, transaction capabilities, and downloadable forms and FAQs
 
    Provide On-Demand Reporting to allow Company to generate non-standard reports 24/7 at Transfer Agent’s standard fee for such reports
    Dividend Services
    Receive full funding one day prior to payable date by 11:00 a.m., Eastern Standard Time via Federal Funds Wire, ACH or Demand Deposit Account debit
 
    Coordinate the mailing of quarterly dividends with an additional enclosure with each dividend check
 
    Prepare and file Federal Information Returns (Form 1099) of dividends paid in a year
 
    Prepare and file State Information Returns of dividends paid in a year to Shareholders resident within such state
 
    Prepare and file annual withholding return (Form 1042) and payments to the government of income taxes withheld from Non-Resident Aliens
 
    Coordinate the mailing of Form 1099 to Shareholders
 
    Coordinate the email notification to Shareholders of the online availability of Form 1099
 
    Replace lost dividend checks
 
    Reconcile paid and outstanding checks
 
    Code “undeliverable” accounts to suppress mailing dividend checks to same
 
    Keep records of accumulated uncashed dividends
 
    Perform the following duties as required by the Interest and Dividend Tax Compliance Act of 1983:
    Withhold tax from Shareholder accounts not in compliance with the provisions of the Act
 
    Reconcile and report taxes withheld, including additional 1099 reporting requirements, to the Internal Revenue Service
 
    Mail to new accounts who have had taxes withheld, to inform them of procedures to be followed to curtail subsequent back-up withholding
 
    Perform Shareholder file adjustments to reflect certification of accounts
    ACH Services
    Review cards for accuracy and completeness and identifying cards with incomplete information
 
    Mail cure letter to Shareholders with incomplete cards
 
    Identify cards received after the cut-off date
 
    Code accounts for ACH and performing pre-note test
 
    Identify rejected ACH transmissions mail dividend check and explanation letter to Shareholders with rejected transmissions

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    Respond to Shareholder inquiries concerning the ACH Program
 
    Code cards received after cut-off date
 
    Calculate on a quarterly basis the Share breakdown for ACH vs. other dividend payments and notifying the Company of funding amount for ACH transmissions and other payable date funds
 
    Credit ACH designated bank accounts automatically on dividend payable date
 
    Maintenance of ACH participant file, including coding new ACH accounts
 
    Process termination requests
 
    Keep adequate records including retention of authorization cards
    Investment Plan Services
    Maintain plan accounts and establish new participant accounts
 
    As requested, invest dividend monies and Optional Cash Purchases per the plan document
 
    Coordinate the mailing of statements and/or transaction advices to Plan participants when activity occurs
 
    Coordinate an email notification to requesting Plan participants of the online availability of their plan statements
 
    Process automatic investments via the ACH purchase facility
 
    Process termination and withdrawal requests
 
    Provide plan participants with the ability to sell shares through the IVR, telephone, mail or Internet, either via a batch order or a market order transaction, in accordance with the terms of the Plan
 
    Process sale requests within the appropriate timeframe based on the type of service requested and the stipulations of the plan
 
    Coordinate the issuance, payment and reconcilement for any proceeds stemming from the use of the plan sales facility, in accordance with the terms and conditions of the plan
 
    Issue the proper tax forms and perform the required reporting to the IRS
 
    Accept and deposit certificated shares into the plan’s safekeeping facility
 
    Coordinate the mailing of Form 1099div to participants, including plan participants and perform related filings with the IRS
 
    Supply summary reports for each reinvestment/investment to client if requested
    International Currency Exchange Services
    Allow Shareholders to elect to receive sale proceeds and dividend payments in foreign currencies (subject to certain geographic restrictions) by check or by electronic funds transfer in accordance with Transfer Agent’s guidelines (fees paid by Shareholders)
    Annual Meeting Services
    Prepare a full Shareholder list as of the Annual Meeting Record Date
 
    Address proxy cards for all registered Shareholders
 
    Coordinate the mailing of the proxy card, proxy statement, return envelope and Annual Report to all registered Shareholders
 
    Receive, open and examine returned proxies
 
    Tabulate returned proxies
 
    Provide on-line access to proxy vote status
 
    Attend Annual Meeting as Inspector of Election (travel expenses billed as incurred)
 
    Prepare a final Annual Meeting list reflecting how each account has voted on each proposal
    Additional Annual Meeting Services (SUBJECT TO ADDITIONAL FEES)
    Electronic delivery of proxy material
 
    Accept and load other related proxy files, 401K, ESPP and other stock issues not on our recordkeeping system
 
    Match load related proxy files to registered Shareholder base to eliminate duplicate mailings
 
    Provide householding of materials to the same address
 
    Provide Internet and telephone voting

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    Provide services related to notice and access requirements including web hosting of materials, notice only mailings, and mixed mailings.
 
    Provide proxy solicitation services by Georgeson
 
    Broker search and beneficial or “street holder” distribution
 
    Provide financial printing of 10ks, proxy statements and other related documents
    Direct Filing of Abandoned Property
    Coordinate the mailing of due diligence notices to all qualifying Shareholder accounts as defined by the state filing matrix
 
    Process returned Due Diligence notices and remitting property to Shareholders prior to escheatment
 
    Prepare and file Preliminary and Final Abandoned Property Reports
 
    Prepare and file checks for each state covering unclaimed funds as per state requirements
 
    Issue and file stock certificate(s) registered to the applicable state(s) representing returned (RPO) certificates and underlying Share positions
 
    Retain, as required by law or otherwise, records of property escheated to the states and responding, after appropriate research, to Shareholder inquiries relating to same
    Lost Owner/Shareholder Search Services
    Perform electronic database searches in accordance with SEC requirements
 
    Update new addresses provided by search firm
 
    Send verification form to Shareholder to validate address
 
    Reissue abandoned property held to Shareholders upon receipt of signed verification form
Additional Services
Items not included in the fees and services set forth in this Schedule include, but are not limited to, services associated with the payment of a stock dividend, stock split, corporate reorganization, unvested stock program, DWAC services provided to broker dealers, audit services, services provided to a vendor of the Company, or any services associated with a special project, and 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 Schedule shall not be a part of the Standard Services and shall be billed by appraisal. All additional services not specifically covered under this Schedule will be billed by appraisal, as applicable.
Billing Definition of Number of Accounts
For billing purposes, the number of accounts will be based on open accounts on file at the beginning of each billing period, plus any new accounts added during that period. An open account shall mean the account of each Shareholder which account shall hold any full or fractional Shares of stock held by such Shareholder, outstanding funds, or reportable tax information.
Out-of-Pocket Expenses
In addition to the fees above, the Company agrees to reimburse the Transfer Agent for out-of-pocket expenses, including but not limited to postage, forms, telephone, taxes, records storage, exchange and broker fees, or advances incurred by the Transfer Agent for the items set out in Exhibit A attached hereto. In addition, any other expenses incurred by the Transfer Agent at the request or with the consent of the Company, will be reimbursed by the Company.

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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.
                             
Computershare Inc.                        
Computershare Trust Company, N. A.       Gabelli Closed-End Investment Companies
 
                           
On Behalf of Both Entities:                        
 
                           
By:
          By:                
 
                           
 
                           
Name:
          Name:                
 
                           
 
                           
Title:
          Title:                
 
                           
This Fee and Service Schedule shall serve as an attachment to the Transfer Agency and Service Agreement dated January 1, 2011.

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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 and proxy cards
 
    Fulfillment (transfer packages, new account packages, DRIP enrollment packages)
 
    Proxy proof set-up
 
    Insurance premiums (mailing certificates)
 
    Delivery and freight charges (including overnight delivery; Airborne Express, FedEx, etc.)
 
    Typesetting (proxy cards, due diligence mailings, etc.)
 
    Printing (proxy cards)
 
    Destruction of excess/obsolete material
 
    Telephone usage and line expenses
 
    Lost Shareholder Program database search
Please Note:
Good funds to cover postage expenses in excess of $10,000 for Shareholder mailings must be received in full by 12:00 p.m. Eastern Time on the scheduled mailing date. Postage expenses less than $10,000 will be billed as incurred.
Overtime charges will be assessed in the event of a late delivery to the Transfer Agent of Company material for mailings to Shareholders, unless the mail date is rescheduled. Such material includes, but is not limited to, proxy statements, quarterly and annual reports and news releases.

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