As filed with the Securities and Exchange Commission on March 28,
1995.
File Nos.
2-30203
811-1608
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. _____
Post Effective Amendment No. 33 (X)
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 18 (X)
AGE High Income Fund, Inc.
(Exact Name of Registrant as Specified in Charter)
777 MARINERS ISLAND BLVD., SAN MATEO, CA 94404
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (415) 312-2000
Harmon E. Burns, 777 Mariners Island Blvd., San Mateo, CA 94404
(Name and Address of Agent for Service of Process)
Approximate Date of Proposed Public Offering:
It is proposed that this filing will become effective (check
appropriate box)
[ ]immediately upon filing pursuant to paragraph (b)
[ ]on (date) pursuant to paragraph (b)
[.]60 days after filing pursuant to paragraph (a)(i)
[X]on June 16, 1995 pursuant to paragraph (a)(i)
[ ]75 days after filing pursuant to paragraph (a)(ii)
[ ]on (date), pursuant to paragraph (a)(ii) of Rule 485
EXHIBIT INDEX PAGE ____
If appropriate, check the following box:
[x] This post-effective amendment designates a new effective
date for a previously filed post-effective amendment.
Declaration Pursuant to Rule 24f-2. The Registrant has
registered an indefinite number or amount of securities under the
Securities Act of 1933 pursuant to Rule 24(f)(2) under the
Investment Company Act of 1940. The Rule 24f-2 Notice for the
issuer's most recent fiscal year was filed on July 28, 1994.
AGE High Income Fund, Inc.
CROSS REFERENCE SHEET
FORM N-1A
N-1A Location in
Item No. Item Registration Statement
Part A: Information Required in Prospectus
1. Cover Page Cover Page
2. Synopsis "Expense Table"
3. Condensed Financial "Financial Highlights";
Information "Performance"
4. General Description "About the Fund"; "Investment
of Registrant Objectives and Policies of
the Fund"; "General
Information"
5. Management of the "Management of the Fund"
Fund
5A. Management's The response to this item is
Discussion of Fund contained in Registrant's
Performance Annual Report to Shareholders
6. Capital Stock and "Distributions to
Other Securities Shareholders"; "General
Information"
7. Purchase of "How to Buy Shares of the
Securities Being Fund"; "Taxation of the Fund
Offered and Its Shareholders";
"Purchasing Shares of the
Fund in Connection with
Retirement Plans Involving
Tax-Deferred Investments";
"Other Programs and
Privileges Available to Fund
Shareholders"; "Exchange
Privilege"; "Valuation of
Fund Shares"
8. Redemption or "Exchange Privilege"; "How to
Repurchase Sell Shares of the Fund";
"Valuation of Fund Shares";
"How to Get Information
Regarding an Investment in
the Fund"; "General
Information"
9. Pending Legal Not applicable
Proceedings
Part B: Information Required in
Statement of Additional Information
10. Cover Page Cover Page
11. Table of Contents Contents
12. General Information Cover Page; (See also the
and History Prospectus "About the Fund")
13. Investment Objective "Additional Information
Regarding the Fund's
Investment Objectives and
Policies" (See also the
Prospectus "Investment
Objectives and Policies of
the Fund")
14. Management of the "Officers and Directors"
Fund
15. Control Persons and "Officers and Directors"
Principal Holders of
Securities
16. Investment Advisory "Investment Advisory and
and Other Services Other Services" (See also the
Prospectus "Management of the
Fund")
17. Brokerage Allocation "The Fund's Policies
and Other Practices Regarding Brokers Used on
Portfolio Transactions"
18. Capital Stock and See the Prospectus "How to
Other Securities Get Information Regarding an
Investment in the Fund" and
"General Information"
19. Purchase, Redemption "Additional Information
and Pricing of Regarding Fund Shares" (See
Securities Being also the Prospectus "How to
Offered Buy Shares of the Fund"; "How
to Sell Shares of the Fund";
"Valuation of Fund Shares")
20. Tax Status "Additional Information
Regarding Taxation" (See also
the Prospectus "Taxation of
the Fund and Its
Shareholders")
21. Underwriters "The Fund's Underwriter"
22. Calculation of "General Information"
Performance Data
23. Financial Statements Financial Statements
This amendment, post-effective amendment #33, which relates to
the Fund's previously filed post-effective amendment #32, filed
January 27, 1995, including the Prospectus and Statement of
Additional Information contained therein, is being filed to
prevent the Fund's previously filed amendment from becoming
effective April 1, 1995, and to extend the time within which the
amendment will become effective either automatically or as and
when declared effective by the Commission as explained more fully
in the accompanying letter. The earlier filing was made in
connections with the introductions of the Fund's new multi class
distribution structure. After resolving any outstanding
comments, the Fund expects to request that all amendments filed
in connection with the implementations of the multi-class
structure be accelerated to become effective on or about May 1,
1995.
AGE High Income Fund, Inc.
File Nos. 2-30203
811-1608
FORM N-1A
PART C
Other Information
Item 24 Financial Statements and Exhibits
a)Financial Statements filed in Part B
(1) Unaudited financial statements dated November 30,
1994
(i) Statement of Investments in Securities and
Net Assets - November 30, 1994
(ii) Statement of Assets and Liabilities -
November 30, 1994
(iii)Statement of Operations - for the six months
ended November 30, 1994
(iv) Statements of Changes in Net Assets - for the
six months ended November 30 - 1994 and for
the year ended May 31, 1994
(v) Notes to Financial Statements
(2) Audited financial statements dated May 31, 1994
(i) Report of Independent Auditors - June 27,
1994
(ii) Statement of Investments in Securities and
Net Assets - May 31, 1994.
(iii)Statement of Assets and Liabilities - May 31,
1994.
(iv) Statement of Operations - for the year ended
May 31, 1994.
(v) Statements of Changes in Net Assets - for the
years ended May 31, 1994 and 1993.
(vi) Notes to Financial Statements
b) Exhibits:
The following exhibits are attached herewith, except
Exhibits 6(ii), 8(ii), 8(iii),14(i), 14(ii), 14(iii),
14(iv), 14(v) and 16(i), which are incorporated by
reference as noted.
(1) copies of the charter as now in effect;
(i) Restated Articles of Incorporation dated
February 28, 1969
(ii) Articles of Amendment of Articles of
Incorporation dated November 28, 1980
(iii)Articles of Amendment of Articles of
Incorporation dated June 27, 1986
(2) copies of the existing By-Laws or instruments
corresponding thereto;
(i) By-Laws as amended on March 1, 1969, and July
30, 1970
(ii) Amendment to By-Laws dated November 15, 1973
(iii)Amendment to By-Laws dated September 26, 1989
(iv) Amendment to By-Laws dated October 23, 1992
(3) copies of any voting trust agreement with respect
to more than five percent of any class of equity
securities of the Registrant;
Not applicable
(4) specimens or copies of each security issued by the
Registrant, including copies of all constituent
instruments, defining the rights of the holders of
such securities, and copies of each security being
registered;
Not applicable
(5) copies of all investment advisory contracts
relating to the management of the assets of the
Registrant;
(i) Management Agreement between Registrant and
Franklin Advisers, Inc. dated October 1, 1986
(6) copies of each underwriting or distribution
contract between the Registrant and a principal
underwriter, and specimens or copies of all
agreements between principal underwriters and
dealers;
(i) Form of Amended and Restated Distribution
Agreement between Registrant and
Franklin/Templeton Distributors, Inc. dated
April 20, 1993
(ii) Form of Dealer Agreements between
Franklin/Templeton Distributors, Inc. and
dealers
Registrant: Franklin Federal Tax-Free Income
Fund
Filing: Post-Effective Amendment No. 17 to
Registration Statement on Form N-1A
File No. 2-75925
Filing Date: March 28, 1995
(7) copies of all bonus, profit sharing, pension or
other similar contracts or arrangements wholly or
partly for the benefit of directors or officers of
the Registrant in their capacity as such; any such
plan that is not set forth in a formal document,
furnish a reasonably detailed description thereof;
Not applicable
(8) copies of all custodian agreements and depository
contracts under Section 17(f) of the 1940 Act, with
respect to securities and similar investments of
the Registrant, including the schedule of
renumeration;
(i) Custodian Agreement between Registrant and
Bank of America NT & SA dated September 17,
1991.
(ii) Copy of Custodian Agreements between
Registrant and Citibank Delaware:
1. Citicash Management ACH Customer
Agreement
2. Citibank Cash Management Services Master
Agreement
3. Short Form Bank Agreement - Deposits and
Disbursements of Funds
Registrant: Franklin Premier Return Fund
Filing: Post-Effective Amendment No. 54 to
Registration on Form N-1A
File No. 2-12647
Filing Date: February 27, 1995
(iii)Amendment to Custodian Agreement between
Registrant and Bank of America NT & SA dated
December 1, 1994
Registrant: Franklin Premier Return Fund
Registration on Form N-1A
File No. 2-12647
Filing Date: February 27, 1995
(9) copies of all other material contracts not made in
the ordinary course of business which are to be
performed in whole or in part at or after the date
of filing the Registration Statement;
Not applicable
(10)an opinion and consent of counsel as to the
legality of the securities being registered,
indicating whether they will when sold be legally
issued, fully paid and nonassessable;
Not applicable
(11)copies of any other opinions, appraisals or rulings
and consents to the use thereof relied on in the
preparation of this registration statement and
required by Section 7 of the 1933 Act;
Not applicable
(12)all financial statements omitted from Item 23;
Not applicable
(13)copies of any agreements or understandings made in
consideration for providing the initial capital
between or among the Registrant, the underwriter,
adviser, promoter or initial stockholders and
written assurances from promoters or initial
stockholders that their purchases were made for
investment purposes without any present intention
of redeeming or reselling;
Not applicable
(14)copies of the model plan used in the establishment
of any retirement plan in conjunction with which
Registrant offers its securities, any instructions
thereto and any other documents making up the model
plan. Such form(s) should disclose the costs and
fees charged in connection therewith;
(i) Franklin IRA Form
Filing: Post Effective Amendment No. 26 to
Registration Statement of Registrant on Form
N-1A
File No. 2-30203
Filing Date: August 1, 1989
(ii) Franklin 403(b) Retirement Plan
Filing: Post Effective Amendment No. 26 to
Registration Statement of Registrant on Form
N-1A
File No. 2-30203
Filing Date: August 1, 1989
(iii)Franklin Trust Company Insured CD IRA
Filing: Post Effective Amendment No. 26 to
Registration Statement of Registrant on Form
N-1A
File No. 2-30203
Filing Date: August 1, 1989
(iv) Franklin Business Retirement Plans
Filing: Post Effective Amendment No. 26 to
Registration Statement of Registrant on Form
N-1A
File No. 2-30203
Filing Date: August 1, 1989
(v) Franklin SEP-IRA (5305-SEP and 5305A-SEP)
Filing: Post Effective Amendment No. 26 to
Registration Statement of Registrant on Form
N-1A
File No. 2-30203
Filing Date: August 1, 1989
(15)copies of any plan entered into by Registrant
pursuant to Rule 12b-1 under the 1940 Act, which
describes all material aspects of the financing of
distribution of Registrant's shares, and any
agreements with any person relating to
implementation of such plan.
(i) Copy of Distribution Plan pursuant to Rule
12b-1 effective May 1, 1994
(ii) Form of Class II Distribution Plan pursuant
to Rule 12b-1
(16)schedule for computation of each performance
quotation provided in the registration statement in
response to Item 22 (which need not be audited)
(i) Schedule for computation of performance
quotation
Registrant: Franklin Tax-Advantaged U.S.
Government Securities Fund
Filing: Post Effective Amendment No. 8 to
Registration Statement of Registrant on Form
N-1A
File No. 33-11963
Filing Date: March 1, 1995
(17)Power of Attorney
(i) Power of Attorney dated January 17, 1995
(ii) Certificate of Secretary dated January 17,
1995
Item 25 Persons Controlled by or under Common Control with
Registrant
None
Item 26 Number of Holders of Securities
As of February 28, 1995, the number of record holders of the only
class of securities of the Registrant was as follows:
Number of
Title of Class Record Holders
Capital Stock 104,244
Item 27 Indemnification
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
Item 28 Business and Other Connections of Investment Adviser
The officers and directors of the Registrant's investment advisor
also serve as officers and/or directors for (1) the advisor's
corporate parent, Franklin Resources, Inc., and/or (2) other
investment companies in the Franklin Group of Funds. In addition,
Mr. Charles B. Johnson is a director of General Host Corporation.
For additional information please see Part B.
Item 29 Principal Underwriters
a) Franklin/Templeton Distributors, Inc. ("Distributors")also
acts as principal underwriter of shares of Franklin California
Tax-Free Income Fund, Inc., Franklin Custodian Funds, Inc.,
Franklin Gold Fund, Franklin Equity Fund, Franklin Federal Tax-
Free Income Fund, Franklin New York Tax-Free Income Fund, Inc.,
Franklin Money Fund, Franklin Federal Money Fund, Franklin Tax-
Exempt Money Fund, Institutional Fiduciary Trust, Franklin
California Tax-Free Trust, Franklin Investors Securities Trust,
Franklin Premier Return Fund, Franklin Tax-Free Trust, Franklin
New York Tax-Free Trust, Franklin Strategic Series, Franklin
International Trust, Franklin Tax-Advantaged International Bond
Fund, Franklin Tax-Advantaged U.S. Government Securities Fund,
Franklin Tax-Advantaged High Yield Securities Fund, Franklin
Managed Trust, Franklin Balance Sheet Investment Fund, Franklin
Municipal Securities Trust, Franklin Strategic Mortgage
Portfolio, Templeton Variable Products Series Fund, Templeton
Real Estate Securities Fund, Templeton Growth Fund, Inc.,
Templeton Funds, Inc., Templeton Smaller Companies Growth Fund,
Inc., Templeton Income Trust, Templeton Global Opportunities
Trust, Templeton Global Investment Trust, Templeton Institutional
Funds, Inc., Templeton American Trust, Inc., Templeton Capital
Accumulator Fund, Inc., and Templeton Developing Markets Trust.
(b) The information required by this Item 29 with respect to
each director and officer of Distributors is incorporated by
reference to Part B of this N-1A and Schedule A of Form BD filed
by Distributors with the Securities and Exchange Commission
pursuant to the Securities Act of 1934 (SEC File No. 8-5889).
(c) Not Applicable. Registrant's principal underwriter is an
affiliated person of an affiliated person of the Registrant.
Item 30 Location of Accounts and Records
The accounts, books or other documents required to be maintained
by Section 31 (a) of the Investment Company Act of 1940 are kept
by the Fund or its shareholder services agent, Franklin/
Templeton Investor Services, Inc., both of whose address is 777
Mariners Island Blvd., San Mateo, CA. 94404.
Item 31 Management Services
There are no management-related service contracts not discussed
in Part A or Part B.
Item 32 Undertakings
The Registrant hereby undertakes to comply with the information
requirement in Item 5A of the Form N-1A including the required
information in the Fund's annual report and to furnish each
person to whom a prospectus is delivered a copy of the annual
report upon request and without charge.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, the Registrant has duly
caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized in the City of San
Mateo and the State of California, on the 27th day of March 1995.
AGE HIGH INCOME FUND, INC.
(Registrant)
By: Rupert H. Johnson, Jr.*
Rupert H. Johnson, Jr., President
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated:
Rupert H. Johnson, Jr.* Director and Principal
(Rupert H. Johnson) Executive Officer
Dated: March 28, 1995
Martin L. Flanagan* Principal Financial Officer
(Martin L. Flanagan) Dated: March 28, 1995
Diomedes Loo-Tam* Principal Accounting Officer
(Diomedes Loo-Tam) Dated: March 28, 1995
Frank H. Abbott III* Director
(Frank H. Abbott III) Dated: March 28, 1995
Harmon E. Burns* Director
(Harmon E. Burns) Dated: March 28, 1995
Robert F. Carlson* Director
(Robert F. Carlson) Dated: March 28, 1995
S. Joseph Fortunato* Director
(S. Joseph Fortunato) Dated: March 28, 1995
Roy V. Fox* Director
(Roy V. Fox) Dated: March 28, 1995
R. Martin Wiskemann* Director
(R. Martin Wiskemann) Dated: March 28, 1995
*By: /s/ Larry L. Greene
Larry L. Greene, Attorney-in-Fact
(Pursuant to Power of Attorney filed herewith.)
AGE HIGH INCOME FUND, INC.
REGISTRATION STATEMENT
EXHIBITS INDEX
EXHIBIT NO. DESCRIPTION LOCATION
EX-99.B1(i) Restated Articles of Attached
Incorporation dated
February 28, 1969
EX-99.B1(ii) Articles of Amendment of Attached
Articles of Incorporation
dated November 28, 1980
EX-99.B1(iii) Articles of Amendment of Attached
Articles of Incorporation
dated June 27, 1986
EX-99.B2(i) By Laws as amended on March Attached
1, 1969, and July 30, 1970
EX-99.B2(ii) Amendments to By-Laws dated Attached
November 15, 1973
EX-99.B2(iii) Amendment to By-Laws dated Attached
September 26, 1989
EX-99.B2(iv) Amendment to By-Laws dated Attached
October 23, 1992
EX-99.B5(i) Management Agreement Attached
between Registrant and
Franklin Advisers, Inc.
dated October 1, 1986
EX-99.B6(i) Form of Amended and Attached
Restated Distribution
Agreement between
Registrant and
Franklin/Templeton
Distributors, Inc. dated
April 20, 1993
EX-99.B6(ii) Form of Dealer Agreements *
between Franklin/Templeton
Distributors, Inc. and
dealers
Registrant: Franklin
Federal Tax-Free Income
Fund
Filing: Post-Effective
Amendment No. 17 to
Registration Statement on
Form N-1A
File No. 2-75925
Filing Date: March 27,
1995
EX-99.B8(i) Custodian Agreement between Attached
Registrant and Bank of
America NT & SA dated
September 17, 1991
EX-99.B8(ii) Copy of Custodian *
Agreements between
Registrant and Citibank
Delaware:
Registrant: Franklin
Premier Return Fund
Filing: Post-Effective
Amendment No. 54 to
Registration on Form N-1A
File No. 2-12647
Filing Date: February 27,
1995
EX-99B.8(iii) Amendment to Custodian *
Agreement between
Registrant and Bank of
America NT & SA dated
December 1, 1994
Registrant: Franklin
Premier Return Fund
Filing: Post-Effective
Amendment No. 54 to
Registration on Form N-1A
File No. 2-12647
Filing Date: February 27,
1995
EX-99B.14(i) Franklin Ira Form *
Ex-99B.14(ii) Franklin 403(b) Retirement *
Plan
EX-99B.14(iii) Franklin Trust Company *
Insured CD IRA
EX-99B.14(iv) Franklin Business *
Retirement Plans
EX-99B.14(v) Franklin SEP-IRA (5305-SEP *
and 5305A-SEP)
EX-99B.15(i) Copy of Distribution Plan Attached
pursuant to Rule 12b-1
effective May 1, 1994
EX-99B.15(ii) Form of Class II Attached
Distribution Plan pursuant
to Rule 12b-1
EX-99B.16(i) Schedule for computation *
of performance quotation
Registrant: Franklin Tax-
Advantaged U.S. government
Securities Fund
Filing: Post-Effective
Amendment No. 8 to
Registration on Form N-1A
File No. 33-11963
Filing Date: March 1,
1995
EX-99B.17(i) Power of Attorney dated Attached
January 17, 1995
EX-99B.17(ii) Certificate of Secretary Attached
dated January 17, 1995
RESTATED ARTICLES OF INCORPORATION
OF
AGE FUND, INC.
Know All Men by These Presents, That I, SAMUEL G.
HANSON, President of AGE FUND, INC. a corporation duly organized
and existing under and by virtue of the laws of the State of
Colorado, do hereby make this Restatement of the Articles of
Incorporation in accordance with the laws of the State of
Colorado, and state, to wit:
FIRST. That at a meeting of the Board of Directors of
said corporation, duly and regularly called as provided by the
by-laws of said corporation and in accordance with the statutes
of the State of Colorado, and held at 315 Montgomery Street, San
Francisco, California, on the 28th day of February A. D. 1969, a
resolution was presented and regularly adopted by an affirmative
vote of a majority of the Board of Directors, in accordance with
the statutes of the State of Colorado so made and provided,
which approved the restatement of the Articles of Incorporation
as follows:
ARTICLE I
The name of the corporation shall be:
AGE FUND, INC.
ARTICLE II
The registered office of this Corporation shall be 1700
Broadway, Denver, Colorado 80202 and the initial registered
agent of this Corporation at such address shall be The
Corporation Company.
ARTICLE III
The nature of the business and the objects and
purposes proposed to be transacted, promoted and carried on are:
To engage generally in the business of an incorporated
investment company of the management type, investing and
reinvesting as more specifically set forth herein, subject to
the provisions of this Certificate of Incorporation,
particularly the limitations of Article ELEVENTH hereof, and the
By-Laws of the Corporation, its assets in all forms of
securities and other personal property, of every kind and
description; to consolidate or merge with, to acquire and take
over the assets of, and to assume the liabilities of, any other
corporation or trust with similar powers; to make contracts;
and, generally to do any or all acts and things necessary or
desirable in furtherance of any of the corporate purposes or
designed to protect, preserve, or enhance the value of the
corporate assets, or to the extent permitted to business
corporations authorized under the State of Colorado as now or
may in the future be enforced; and to do any or all of the
things in furtherance of the above purposes as natural persons
might do.
To invest and reinvest its capital and any surplus and
any reserves it may have, and to acquire by exchange, purchase,
subscription, contract or otherwise, and to receive, own, hold,
guarantee, se11, assign, exchange, transfer, mortgage, pledge,
hypothecate, or otherwise dispose of and generally deal in and
with all forms of securities and investments of every kind and
description, including, but not by way of limitation, shares,
stock (preferred, common and debenture) notes, bonds,
debentures, script, warrants, participation certificates,
mortgages, commercial papers, choses in action, evidences of
indebtedness and other obligations of every kind and
disposition; (a) of any private, public, quasi-public,
municipal, corporation, syndicate, association, common law
trust, firm or individual existing or carrying on business in
the United States or elsewhere throughout the world; (b) of any
government, United States or foreign, or subdivision thereof,
whether state, county, municipality or other political or
government division or subdivision;
And also, all trust, partnership or other certificates
of rights, evidencing interest in any such securities or
instruments, both within and without the State of Colorado; and
while the owners of any such securities or investments to
exercise all the rights, powers, privileges of ownership or
interest in respect to the same, including the right to vote, to
subscribe for additional stock, and to purchase or exercise
"rights" in connection therewith; to do any or all acts and
things for the preservation, protection, improvement,
management, and enhancement in value thereof, or designated to
accomplish any such purpose, all to such extent as permitted
under the laws of the State of Colorado, and not otherwise;
To conduct researches, investigations, and analyses of
enterprises of every kind and description in the United States
and elsewhere throughout the world.
To acquire or become interested in any such securities
or evidences of interest therein as aforesaid by original
subscription, or otherwise, and to make payment thereon as
called for, and to subscribe for the same conditionally or
otherwise.
Subject to the limitations of Article ELEVENTH of the
Certificate of Incorporation, the By-Laws of the Corporation and
other governing laws and regulations, to acquire, and pay for in
cash, stock or evidences of indebtedness of this Corporation or
otherwise, the assets and property, and to undertake or assume
the whole or any part of the obligations or liabilities of any
person, firm, association or corporation which is in the nature
of a private investment portfolio or company or personal holding
company.
To acquire, hold, use, sell, assign, lease, grant
licenses in respect of, mortgage or otherwise dispose of letters
patent of the United States or any foreign country, patent
rights, licenses and privileges, inventions, improvements and
processes, copyrights, trademarks and trade names, relating to
or useful in connection with the business of this Corporation as
an investment company.
To enter into, make and perform contracts of every
kind and description with any person, firm, association,
corporation, municipality, county, state, body politic or
government or colony or dependency thereof relating to or useful
in connection with the business of this Corporation as an
investment company.
Subject to the limitations of Article ELEVENTH of this
Certificate of Incorporation, the By-Laws of the Corporation and
other governing laws and regulations, to borrow or raise moneys
for any of the purposes of the Corporation and, from time to
time without limit as to amount, to draw, make, accept, endorse,
execute and issue promissory notes, drafts, bills of exchange,
warrants, bonds, debentures and other negotiable or non-
negotiable instruments and evidences of indebtedness, and to
secure the payment of any thereof and of the interest thereon by
pledge, conveyance or assignment in trust of the whole or any
part of the property of the Corporation whether at the time
owned or thereafter acquired, and to sell, pledge, or otherwise
dispose of such bonds or other obligations of the Corporation
for its corporate purposes.
To purchase, hold, sell and transfer the shares of its
own capital stock; provided it shall not use its funds or
property for the purchase of its own shares of capital stock
when such use would cause any impairment of its capital except
as otherwise permitted by law, and provided further that shares
of its own capital stock beonging to it shall not be voted upon
directly or indirectly.
To have one or more offices, to carry on all or any of
its operations and business and without restriction or limit as
to amount but subject to the restrictions above set forth and to
the limitations of Article ELEVENTH of this Certificate of
Incorporation and the By-Laws of the Corporation, to purchase or
otherwise acquire, hold, own, mortgage, sell, convey or
otherwise dispose of personal property of every class and
description but subject to the restrictions above set forth and
to the limitations of Article ELEVENTH of this Certificate of
Incorporation and the By-Laws of the Corporation, in any of the
states, districts, territories or colonies of the United States,
and in any and all foreign countries subject to the laws of such
state, district, territory, colony or country.
In general, to carry on any other activities in
connection with the foregoing, and to have and exercise all the
powers conferred by the laws of Colorado upon corporations
formed under the General Corporation Law of the State of
Colorado, and to do any or all of the things hereinbefore set
forth to the same extent as natural persons might or could do;
provided, however, that this shall not permit the Corporation to
conduct any business other than that of an investment company.
Subject to the restrictions contained in Article
ELEVENTH and the By-Laws of the Corporation, the objects and
purposes specified in the foregoing clauses shall, except where
otherwise expressed, be in nowise limited or restricted by
reference to, or inference from, the terms of any other clauses
in this Certificate of Incorporation, but the objects and
purposes specified in each of the foregoing clauses of this
Article shall be regarded as independent objects and purposes.
ARTICLE IV
The amount of the total authorized capital stock of
this corporation is two million dollars ($2,000,000), divided
into two hundred million (200,000,000) shares of the par value
of one cent ($.01) each, all of one class. Such stock may be
issued as full or fractional shares, and each fractional share
shall have the same rights with respect to dividends,
liquidation, voting or otherwise as a full share, but in the
proportion that such fractional share bears to a full share.
ARTICLE V
The members of the governing Board of this corporation
shall be styled directors and the number of directors may be
increased or decreased in accordance with the By-Laws, provided
that the number shall not be reduced to less than three. The
names and post office addresses of the first Board of Directors,
consisting of five members, who shall act until the first annual
meeting or until their successors shall have been elected and
qualified, are as follows:
1. Samuel G. Hanson
Assembly of Government Employees
1108 "O" Street
Sacramento, California 95814
2. Thomas C. Enright
1515 State Street
Salem, Oregon
3. Henry L. Jamieson
315 Montgomery Street
San Francisco, California 94104
4. George E. Jones, Jr.
Mitchum, Jones & Templeton, Inc.
510 S. Spring Street
Los Angeles, California 90013
5. H. Boyd Seymour, Jr.
315 Montgomery Street
San Francisco, California 94104
6. David H. Meid
315 Montgomery Street
San Francisco, California 94104
7. Harry C. Reese
1390 Logan Street
Denver, Colorado 80203
ARTICLE VI
In furtherance and not in limitation of the powers
conferred by the laws of the State of Colorado, the Board of
Directors is expressly authorized:
If there be a vacancy on the Board of Directors by
reason of death, resignation or otherwise, to fill such vacancy
for the unexpired term by majority vote of the remaining
directors; provided that after filling any such vacancy, at
least two-thirds of the directors shall have been elected by the
stockholders, and provided further that if at any time less than
a majority of the directors then holding office were elected by
the stockholders, a stockholders' meeting shall be called for
the purpose of electing directors to fill existing vacancies.
From time to time to determine whether and to what
extent and at what times and places and under what conditions
and regulations the books and accounts of this Corporation, or
any of them other than the stock ledger, shall be open to the
inspection of the stockholders. No stockholder shall have any
right to inspect any account or book or document of the
Corporation, except as conferred by law or authorized by
resolution of the directors or of the stockholders.
This Corporation may in its By-Laws confer powers
additional to the foregoing upon the directors, in addition to
the powers and authorities expressly conferred upon them by law.
ARTICLE VII
The names and post office addresses of each of the incorporators
are as follows:
Name Post Office Address
David G. Burlingame 950 Broadway
Denver, Colorado, 80201
John M. Butler 950 Broadway
Denver,Colorado, 80201
George W. Ratternman 950 Broadway
Denver, Colorado,80201
ARTICLE VIII
The period of existence of this corporation shall be
perpetual.
ARTICLE IX
Meetings of stockholders may be held outside the State
of Colorado if the By-Laws so provide. The books of the
Corporation may be kept (subject to any provision contained in
the statutes) outside the State of Colorado at such place or
places as may be designated from time to time by the Board of
Directors or in the By-Laws of the Corporation. Elections of
directors need not be by ballot unless the By-Laws of the
Corporation shall so provide.
ARTICLE X
The shares of the capital stock of the Corporation may
be issued to such persons and at such prices from time to time
as the Board of Directors may determine. Such issuance shall be
on a non-assessable basis and, unless it be pro rata to then
existing stockholders as stock or optional dividend, stock
split, or stock combination, shall be only in exchange for cash
or for such other property as the Board of Directors may deem
proper, which shall in no event be less than the market value as
herein defined in section (a) of this Article TENTH nor the par
value of such shares, whichever shall be greater. The value of
property received in exchange for the issuance of shares shall
be that resulting from an appraisal of such property by the
Board of Directors in such manner as shall be deemed by it to
reflect its fair value and when so determined in good faith
shall be conclusive. Any excess received by the Corporation upon
the issuance and sale of the shares of the capital stock of the
Corporation over the then par value thereof shall be carried on
the books of the Corporation as paid-in surplus.
(a) The market value of a share of the capital stock
of the Corporation shall be determined as soon as possible after
the close of the New York Stock Exchange, on each business day
on which the Exchange is open, such market price taking effect
as of such close and remaining in effect until the effective
time of the next succeeding determination of market value. The
market value of a share of the capital stock of the Corporation
shall be the net asset value thereof, and each of the aforesaid
determinations shall be made as set forth in Section (d) of this
Article TENTH. In addition, in its discretion, the Board of
Directors may make or cause to be made a more frequent
determination of the market value where it deems necessary or to
comply with any applicable provision of federal or state law,
which determination shall become effective at the time
established by the Board of Directors; the foregoing
determinations of market value shall at the discretion of the
Board of Directors, be based on a calculation as set forth in
Section (d) of Article TENTH on an adjustment of the market
value established immediately prior thereto, such adjustment to
be made in such manner as the Board of Directors shall deem
reasonable to reflect any material changes in the fair value of
securities and other assets held by the Corporation and any
other material changes in the assets or liabilities of the
Corporation and the number of its outstanding shares which shall
have taken place since the immediately preceding determination
of market value.
(b) So long as it has assets legally available to do
so and such right is not suspended under the provisions of the
Investment Company Act of 1940, the Corporation agrees to redeem
any shares of its capital stock tendered to it at the next
effective redemption price. In addition, the distributors of the
shares of the Corporation's stock (if any) may, but are not
required to, maintain a bid to repurchase the shares tendered at
the last previously effective or next calculated and effective
redemption price. The redemption price shall be determined as
hereinafter defined in Section (c) of this Article TENTH.
Payment for such shares shall be made within seven days after
the date upon which such shares are deposited. If the
determination of the redemption price is postponed beyond the
date on which it would normally occur by reason of a declaration
by the Board of Directors suspending determination of net asset
value pursuant to Section (e) of this Article TENTH, the right
of the stockholder to have his shares redeemed by the
corporation shall be similarly suspended and he may withdraw his
certificate or certificates from deposit if he so elects, or if
he does not so elect, the redemption price shall be the net
asset value determined as of the close of the New York Stock
Exchange, on the first business day after the suspension, upon
which such a determination is made. Payment for such shares may
at the option of the Board of Directors, or such officer or
officers as they may duly authorize for the purpose, in their
complete discretion be made in cash, or in kind, or partially in
cash and partially in kind. In case of payment in kind the Board
of Directors, or their delegate, shall have absolute discretion
as to what security or securities shall be distributed in kind
and the amount of the same, and the securities shall be valued
for purposes of distribution at the figure at which they were
appraised in computing the net asset value of the Fund's shares,
provided that any stockholder who cannot legally acquire
securities so distributed in kind by reason of the prohibitions
of the Investment Company Act of 1940 shall receive cash. Shares
so redeemed by the Corporation shall become authorized but
unissued shares and may be resold by the Corporation.
(c) The redemption price of a share of the capital
stock of the Corporation shall be determined and become
effective each time the market value of a share is determined
and becomes effective under the provisions of Section (a) of
this Article TENTH. Such redemption price shall be the net asset
value thereof, determined as set forth in Section (d) of this
Article TENTH.
(d) The net asset value of a share of the capital
stock of the Corporation shall be the quotient resulting from
dividing the net assets of the Corporation as of the valuation
time by the number of the then outstanding shares. The net
assets of the Corporation shall be calculated in the following
manner:
(1) The gross assets shall be valued as follows:
(A) All securities shall be appraised at the most
recent quoted sales price. If there was no reported sale on the
day on which such valuation is made, the security shall be
valued in the manner provided by the Board of Directors at a
price not lower than the most recent quoted bid nor greater than
the most recent quoted asked price. If such quoted bid and asked
prices are not readily available, the securities shall be
appraised in such manner as the Board of Directors of the
Corporation deem will reflect their fair value.
(B) All other assets of the Corporation including
cash, prepaid and accrued items, dividends and other
receivables, shall be appraised in such manner as will reflect
their fair value.
(2) From the gross assets shall be deducted the
liabilities of the Corporation, including accrued items, and
other payables, and proper reserves, if any, as may be
determined by the Board of Directors.
(3) The resulting difference shall be the net assets
of the Corporation.
(e) The Board of Directors may declare a suspension of
the determination of net asset value for the whole or any part
of any period (i) during which the New York Stock Exchange is
closed other than customary week-end and holiday closings, (ii)
during which trading on the New York Stock Exchange is
restricted, (iii) during which an emergency exists as a result
of which disposal by the Corporation of securities owned by it
is not reasonably practicable or it is not reasonably
practicable for the Corporation fairly to determine the value of
its net assets, or (iv) during any other period when the
Securities and Exchange Commission (or any succeeding
governmental authority) may for the protection of security
holders of the Corporation by order permit suspension of the
right of redemption or postponement of the date of payment on
redemption; provided that applicable rules and regulations of
the Securities and Exchange Commission (or any succeeding
governmental authority) shall govern as to whether the
conditions prescribed in (ii), (iii) or (iv) exist. Such
suspension shall take effect at such time as the Board of
Directors shall specify but not later than the close of business
on the business day next following the declaration, and
thereafter there shall be no determination of asset value until
the Board of Directors shall declare the suspension at an end,
except that the suspension shall terminate in any event on the
first day on which said Stock Exchange shall have reopened or
the period specified in (ii) or (iii) shall have expired (as to
which in the absence of an official ruling by said Commission or
succeeding authority, the determination of the Board of
Directors shall be conclusive.
ARTICLE XI
The Corporation is further expressly empowered and
limited as follows:
(a) The Corporation may enter into a written contract
with any person, including any firm, corporation, trust or
association in which any officer, other employee, director or
stockholder of this Corporation may be interested, to act as
investment advisers and managers of this Corporation and to
provide such advice and management as the Board of Directors of
this Corporation may from time to time consider necessary for
the proper management of the investment portfolio of this
Corporation and also to provide such research and statistical
services, office space, and/or bookkeeping services for this
Corporation as the said Board of Directors may deem necessary
and desirable. The compensation payable by this Corporation
under such a contract shall be such as is deemed fair and
equitable to both parties by the said Board of Directors.
Any such contract shall in all respects be consistent
with and subject to the requirements of the investment Company
Act of 1940 as then in effect and regulations of the United
States Securities and Exchange Commission promulgated
thereunder, such contract shall specify that it may not be
amended, transferred, assigned, sold, hypothecated or pledged
without the affirmative vote or written consent of the holders
of a majority of the outstanding shares of the Corporation
entitled to vote; in the event of the cancellation or expiration
by its own terms of any such contract, no new such contract
shall become effective without the affirmative vote or written
consent of the holders of a majority of the outstanding shares
of the Corporation entitled to vote. The foregoing sentence
shall not, however, apply to the extent that by regulation,
rule, or order the Securities and Exchange Commission shall
exempt such contract from the provisions of the Investment
Company Act of 1940.
(b) The Corporation may appoint one or more
distributors or agents or both for the sale of the shares of the
Corporation, may allow such person or persons a commission on
the sale of such shares and may enter into such contract or
contracts with such person or persons as the Board of Directors
of this Corporation in its discretion may deem reasonable and
proper. Any such contract or contracts for the sale of the
shares of this Corporation may be made with any person even
though such person may be an officer, other employee, director
or stockholder of this Corporation or a corporation,
partnership, trust or association in which any such officer,
other employee, director or stockholder may be the investment
adviser and manager retained pursuant to the powers granted in
Section (a) of this Article ELEVENTH.
Such contract or contracts shall in all respects be
consistent with and subject to the requirements of the
Investment Company Act of 1940 as then in effect and regulations
of the United States Securities and Exchange Commission
promulgated thereunder and shall specify that any such person
shall offer shares of the Corporation for sale and shall
purchase shares from anyone else only as agent of the
Corporation.
(c) The Corporation may employ such custodian or
custodians for the safekeeping of the property of the
Corporation and of its shares, such dividend disbursing agent or
agents, and such transfer agent or agents and registrar or
registrars for its shares, and may make and perform such
contracts for the aforesaid purposes as in the opinion of the
Board of Directors of this Corporation may be reasonable,
necessary or proper for the conduct of the affairs of the
Corporation, and may pay the fees and disbursements of such
custodians, dividend disbursing agent, transfer agents, and
registrars out of the income and/or any other property of the
Corporation. Notwithstanding any other provisions of this
Certificate of Incorporation or the By-Laws of the Corporation,
the Board of Directors may cause any or all of the property of
the Corporation to be transferred or to be acquired and held in
the name of a custodian so appointed or in the name of any
nominee or nominees of this Corporation or nominee or nominees
of such custodian satisfactory to the said Board of Directors.
(d) The Corporation may, by resolution of its Board of
Directors adopted at a meeting thereof within thirty days before
or after the beginning of any fiscal year or within thirty days
before the annual meeting of stockholders appoint any reputable
certified public accountant or firm of certified public
accountants to act as the independent auditor of the books and
records of the Corporation for such fiscal year provided that
such resolution is adopted both by a majority vote of the
directors then in office and a majority vote of the directors
who are neither officers or employees of the Corporation nor
investment advisers nor officers, directors, principal owners or
otherwise affiliated with any investment adviser, selling or
distributing agent or principal broker of the Corporation. Such
auditor or firm shall not be financially interested directly or
indirectly in the Corporation as owner or otherwise and such
appointment shall be subject to ratification by a majority vote
of the stockholders of the Corporation at the next annual
meeting thereof.
(e) No officer, other employee or director of this
Corporation and no investment adviser and manager or distributor
or selling agent or any partner, officer, director, or trustee
of any such investment adviser and manager or distributor or
selling agent shall take "long" or "short" positions in
purchasing or selling shares of the Corporation except as
permitted by applicable law and regulations.
(g) Each director and officer (and his heirs,
executors, and administrators) may be indemnified by the
Corporation against reasonable costs and expenses incurred by
him in connection with any action, suit or proceeding to which
he may be made a party by reason of his being or having been a
director or officer of the Corporation, except in relation to
any actions, suits or proceedings, in which he has been adjudged
liable because of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the
conduct of his office. In the absence of an adjudication which
expressly absolves the director or officer of liability to the
Corporation or its stockholders for willful misfeasance, bad
faith, gross negligence and reckless disregard of the duties
involved in the conduct of his office, or in the event of a
settlement, each director and officer (and his heirs, executors
and administrators) may be indemnified by the Corporation
against payments made, including reasonable costs and expenses,
provided that such indemnity shall be conditioned upon the prior
determination by a resolution of two-thirds of those members of
the Board of Directors of the Corporation who are not involved
in the action, suit or proceeding that the director of officer
has no liability by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in
the conduct of his office, and provided further that if a
majority of the members of the Board of Directors of the
Corporation are involved in action, suit or proceeding, such
determination shall have been made by a written opinion of
independent counsel. Amounts paid in settlement shall not exceed
costs, fees and expenses which would have been reasonably
incurred if the action, suit or proceeding had been litigated to
a conclusion. Such determination by the Board of Directors, or
by independent counsel, and the payments of amounts by the
Corporation on the basis thereof shall not prevent a stockholder
from challenging such indemnification by appropriate legal
proceedings on the grounds that the person indemnified was
liable to the Corporation or its security holders by reason of
willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office.
The foregoing rights and indemnification shall be exclusive of
any other rights against the Corporation to which the officers
and directors may be entitled according to law.
ARTICLE XII
No shareholder of the Corporation shall be entitled as
a matter of right to purchase or subscribe for any shares of the
capital stock of the Corporation which it may issue or sell,
whether out of the number of shares authorized by this
Certificate of Incorporation or out of any shares of the capital
stock of Corporation acquired by it after the issue thereof.
Each share of stock the Corporation is entitled to one vote.
Cumulative voting of shares of stock of the Corporation is not
authorized. Although share certificates will not to be issued
automatically to persons becoming shareholders, the Corporation
will issue a share certificate to any shareholder evidencing his
ownership of shares of the Corporation upon request of the
shareholder and upon payment of a fee by him not to exceed $1.00
per certificate to repay the costs of issue.
ARTICLE XIII
Except as otherwise provided in the By-Laws, the Board of
Directors shall have the power to make, amend and repeal the By-
Laws of the Corporation which may contain any provision not
inconsistent with the laws of Colorado or this Certificate of
Incorporation for the regulation and management of the affairs
of the Corporation.
ARTICLE XIV
The principal office of this Corporation shall be located at 315
Montgomery Street, San Francisco, California 94104.
SECOND. That the President of the said Corporation
was, at said Directors meeting, duly authorized and directed to
make, and file such Restated Articles of Incorporation, as
provided by law, setting forth without change the corresponding
provisions of the Articles of Incorporation as theretofore
amended.
THIRD. That the Restated Articles of Incorporation as
set forth herein, shall supersede the original Articles of
Incorporation and all amendments thereto.
IN WITNESS WHEREOF, I, the President of said
Corporation have hereunto set my hands this 28th day of
February A.D. 1969
/s/Samuel G. Hanson
By:Samuel G. Hanson, President
/s/William E. Courtley
By:William E. Courtley, Secretary
STATE OF CALIFORNIA :
: SS
COUNTY OF SAN FRANCISCO :
Before me, /s/Karen Elayne McLennis, a Notary Public in and for
the said County and State, personally appeared Samuel G. Hanson
who being first duly sworn upon his oath deposes and says: that
he is the President of AGE FUND, INC., a Colorado corporation;
that he has read the foregoing certificate of amendment by him
subscribed, and that the facts therein set forth are true to the
best of his knowledge and belief.
/s/Samuel G. Hanson
By:Samuel G. Hanson
SUBSCRIBED AND SWORN TO
BEFORE ME THIS FOURTH
DAY OF MARCH, A.D. 1969.
My commission expires Dec 3, 1972
/s/ Karen Elayne McLennis
By: Karen Elayne Mclennis
Notary Public
ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
AGE FUND, INC.
RUPERT H. JOHNSON, JR. and HARMON E. BURNS certify that:
1. They are the vice president and secretary, respectively of
AGE FUND, INC., a Colorado corporation.
2. Article I of the Articles of Incorporation of this
corporation is amended to read as follows:
The name of the corporation shall be:
AGE HIGH INCOME FUND, INC.
3. The foregoing Amendment of the Articles of Incorporation has
been duly approved by the corporation's board of directors.
4. The foregoing Amendment of the Articles of Incorporation was
adopted by the shareholders of the corporation on November 10, 1980.
The total number of shares of the only class of shares of the
corporation outstanding and entitled to vote was 1,783,974.959. Of
these shares, 1,199,390.186 were voted in favor of the amendment and
73,380.520 were voted against the Amendment.
/s/ RUPERT H. JOHNSON, Jr.
By: RUPERT H. JOHNSON, Jr.
/s/ Harmon E. Burns
By: Harmon E. Burns
The undersigned declare that the matters set forth in the
foregoing Certificate are true to the best of their information and
belief.
Executed at San Mateo, California on November 28, 1980.
/s/ Rupert H. Johnson, Jr.
By: Rupert H. Johnson, Jr.
/s/ Harmon E. Burns
By: Harmon E. Burns
STATE OF California )
)ss
COUNTY OF San Mateo )
I Linda Irvine , a Notary Public in and for said County in State
aforesaid, do hereby certify that the undersigned, Rupert H. Johnson,
Jr. and Harmon E. Burns personally known to me to be Vice President
and Secretary, respectively of AGE High Income Fund Inc. and as the
persons who subscribed to the foregoing instrument appeared before me
this day and acknowledged that they signed said instrument for and on
behalf of said corporation.
/s/ Rupert H. Johnson, Jr.
By: Rupert H. Johnson, November 28, 1980
/s/ Harmon E. Burns
By: Harmon E. Burns, November 28, 1980
Given under my hand and notarial seal this 28 day of November A.D.
1980.
/s/ Linda Irvine
By: Linda Irvine
Notary Public
My commission expires 9/2/84
ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
AGE HIGH INCOME FUND, INC.
R. MARTIN WISKEMANN and HARMON E. BURNS certify that:
1. They are the vice president and secretary, respectively of AGE
HIGH INCOME FUND, INC., a Colorado corporation.
2. Article IV of the Articles of Incorporation is hereby amended
to read in its entirety:
"The amount of the total authorized capital stock of this corporation is
fifty million dollars ($50,000,000) divided into five billion
(5,000,000,000) shares of the par value of one cent ($.01) each, all of
one class. Such stock may be issued as full or fractional shares and each
fractional share shall have the same rights with respect to dividends,
liquidation, voting or otherwise as a full share, but in the proportion
that such fractional share bears to a full share."
3. The foregoing Amendment of the Articles of Incorporation has
been duly approved by the corporation's board of directors.
4. The foregoing Amendment of the Articles of Incorporation was
adopted by the shareholders of the corporation at a special meeting held
on June 27, 1986. The total number of shares of the only class of
shares of the corporation outstanding and entitled to vote was
154,946,128.835. Of these shares, 105,048,601.176 were voted in favor of
the Amendment and 2,920,678.147 were voted against the Amendment.
/s/ R. Martin Wiskemann
R. Martin Wiskemann
/s/ Harmon E. Burns
Harmon E. Burns
The undersigned declare that the matters set forth in the foregoing
Certificate are true to the best of their information and belief.
Executed at San Mateo, California on June 27, 1986.
/s/ R. Martin Wiskemann
R. Martin Wiskemann
/s/ Harmon E. Burns
Harmon E. Burns
STATE OF California )
)
COUNTY OF San Mateo )
I /s/Lenell Marie Thomas, a Notary Public in and for said County in State
aforesaid, do hereby certify that the undersigned, R. Martin Wiskemann
and Harmon E. Burns personally known to me to be Vice President and
Secretary, respectively of AGE High Income Fund, Inc. and as the persons
who subscribed to the foregoing instrument appeared before me this day
and acknowledged that they signed said instrument for and on behalf of
said corporation.
/s/ R. Martin Wiskemann
R. Martin Wiskemann
/s/ Harmon E. Burns
Harmon E. Burns
Given under my hand and notarial seal this 27 day of June A.D 1986.
/s/ Lenell Marie Thomas
Notary Public
My commission expires December 9, 1986
BY-LAWS
OF
AGE FUND, INC.
(As amended on March 1, 1969, and July 30, 1970)
ARTICLE I
OFFICES
Section 1. The registered office shall be in the City of
Denver, State of Colorado.
Section 2. The Corporation may also have offices at such
other places both within and without the State of Colorado as the
Board of Directors may from time to time determine or the
business of the Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the
election of directors shall be held in the City of San Francisco,
State of California, or at such place as may be fixed from time
to time by the Board of Directors. Meetings of stockholders for
any other purpose may be held at such time and place, within or
without the State of California, as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof.
Section 2. The Annual Meeting of Shareholders shall be held
on the third Thursday in November each year, if not a legal
holiday; and, if a legal holiday, then on the first day following
which is not a legal holiday, at 11 o'clock in the afternoon, or
at such time as the Board of Directors may deem.
Section 3. Written notice of the annual meeting shall be
given to each stockholder entitled to vote thereat at least ten
days before the date of the meeting, stating the time and place
thereof.
Section 4. The officer who has charge of the stock ledger
of the Corporation shall prepare and make, at least ten days
before every meeting, a complete list of the stockholders
entitled to vote at the meeting, arrange in alphabetical order,
showing the address of and the number of shares registered in the
name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least
ten days prior to the election, either at a place within the
city, town or village where the election is to be held and which
place shall be specified in the notice of the meeting, or, if not
specified, at the place where said meeting is to be held, and the
list shall be produced and kept at the time and place of election
during the whole time thereof, and subject to the inspection of
any stockholder who may be present.
Section 5. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by
the certificates of incorporation, may be called by the President
and shall be called by the President or Secretary at the request
in writing of a majority of the Board of Directors, or at the
request in writing of stockholders owning a majority in amount of
the entire capital stock of the Corporation issued and
outstanding and entitled to vote. Such request shall state the
purpose or purposes of the proposed meeting.
Section 6. Written notice of a special meeting of
stockholders, stating the time, place and object thereof, shall
be given to each stockholder entitled to vote thereat, at least
ten days before the date fixed for the meeting.
Section 7. Business transacted at any special meeting of
stockholders shall be limited to the purpose stated in the
notice.
Section 8. The holders of a majority of the stock issued
and outstanding and entitled to vote thereat, present in person
or represented by proxy, shall constitute a quorum at all
meetings of stockholders for the transaction of business except
as otherwise provided by statute or by the Certificate of
Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time, to
time, without notice other than announcement at the meeting,
until a quorum shall be present or represented. At such
adjourned meeting at which a quorum shall be present or
represented any business may be transacted which might have been
transacted at the meeting as originally notified.
Section 9. When a quorum is present at any meeting, the
vote of the holders of a majority of the stock having voting
power present in person or represented by proxy shall decide any
question brought before such meeting, unless the question is one
upon which by express provision of the statutes or of the
Certificate of Incorporation, a different vote is required in
which case such express provision shall govern and control the
decision of such question.
Section 10. Each stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for
each share of the capital stock having voting power held by such
stockholder; fractional shares, however, shall not be entitled to
vote. No proxy shall be voted on after three years from its
date, unless the proxy provides for a longer period, and, except
where a date has been fixed as a record date for the
determination of its stockholders entitled to vote, no share of
stock shall be voted on at any election for directors which has
been transferred on the books of the Corporation within twenty
days next preceding such election of directors.
Section 11. Whenever the vote of stockholders at a meeting
thereof is required or permitted to be taken in connection with
any corporate action by any provisions of the statutes or of the
Certificate of Incorporation, the meeting and vote of
stockholders may be dispensed with, if all the stockholders who
would have been entitled to vote upon the action if such meeting
were held, shall consent in writing to such corporate actions
being taken.
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute
the whole board shall be not less than five nor more than eleven.
The initial board of directors shall have seven members. The
directors shall be elected at the annual meeting of the
stockholders, except as provided in the Certificate of
Incorporation; and each director elected shall hold office until
his successor is elected and qualified, or until his death,
resignation or removal. Directors need not be stockholders.
Section 2. Any vacancy occurring in the Board of Directors
for any cause other than by reason of an increase in the number
of directors may be filled by a majority of the remaining members
of the Board of Directors, although such majority is less than a
quorum. Any vacancy occurring by reason of an increase in the
number of directors may be filled by action of a majority of the
entire Board of Directors. A director elected by the Board of
Directors to fill a vacancy shall be elected to hold office until
the next annual meeting of stockholders or until his successor is
elected and qualifies. Notwithstanding the foregoing, no
vacancies occurring in the Board of Directors may be filled by
vote of the remaining members of the Board if immediately after
filling any such vacancy less than two-thirds of the directors
then holding office shall have been elected to such office by the
holders of the outstanding voting securities of the Corporation
at any annual or special meeting. In the event that at any time
less than a majority of the directors of the Corporation holding
office at that time were so elected by the holders of the
outstanding voting securities, the Board of Directors of the
Corporation shall forthwith cause to be held as promptly as
possible, and in any event within 60 days, a meeting of such
holders for the purpose of electing directors to fill any
existing vacancies in the Board of Directors, unless such period
is extended by order of the Securities and Exchange Commission.
Section 3. The business of the Corporation shall be managed
by its Board of Directors which may exercise all such power of
the Corporation and do all such lawful acts and things as are not
by statute or by the Certificate of Incorporation or by these By-
Laws directed or required to be exercised or done by the
stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The Board of Directors of the Corporation may
hold meetings, both regular and special, either within or without
the State of Colorado.
Section 5. The first meeting of each newly elected Board of
Directors shall be held at such time and place as shall be fixed
by the vote of the stockholders at the annual meeting and no
notice of such meeting shall be necessary to the newly elected
directors in order legally to constitute the meeting, provided a
quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of
the newly elected Board of Directors, or in the event such
meeting is not held at the time and place so fixed by the
stockholders, the meeting may be held at such time and place as
shall be specified in a notice given as hereinafter provided for
special meetings of the Board of Directors, or as shall be
specified in a written waiver signed by all of the directors.
Section 6. Regular meetings of the Board of Directors may
be held without notice at such time and at such place as shall
from time to time be determined by the Board.
Section 7. Special meetings of the Board may be called by
the Chairman of the Board or the President on one day's notice to
each director, either personally or by mail or by telegram;
special meetings shall be called by the Chairman of the Board,
President or Secretary in like manner and on like notice on the
written request of two directors.
Section 8. At all meetings of the Board, a majority of the
directors shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the
Board of Directors, except as may be otherwise specifically
provided by statute or by the Certificate of incorporation. If a
quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.
Section 9. Unless otherwise restricted by the Certificate
of Incorporation or these By-Laws, any action required or
permitted to be taken at any meeting of the Board of Directors or
of any committee thereof may be taken without a meeting, if prior
to such action a written consent thereto is signed by all members
of the Board or of such committee as the case may be, and such
written consent is filed with the minutes of proceedings of the
Board or committee.
COMMITTEES OF DIRECTORS
Section 10. The Board of Directors may, by resolution
passed by a majority of the whole Board, designate one or more
committees, each committee to consist of two or more of the
directors of the Corporation, which, to the extent provided in
the resolution, shall have and may exercise the powers of the
Board of Directors in the management of the business and affairs
of the Corporation and may authorize, the seal of the Corporation
to be affixed to all papers which may require it. Such committee
or committees shall have such name or names as may be determined
from time to time by resolution adopted by the Board of
Directors.
Section 11. Each committee shall keep regular minutes of
its meetings and report the same to the Board of Directors when
required.
COMPENSATION OF DIRECTORS
Section 12. The Directors may be paid their reasonable and
necessary expenses, if any, of attendance at each meeting of the
Board of Directors, or while engaged on business of the
Corporation, and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as
Directors, as determined by the Board of Directors. No such
payment shall preclude any Directors from serving the Corporation
in any other capacity and receiving compensation therefor.
Members of special or standing committees may be allowed like
compensation for attending committee meetings.
ARTICLE IV
NOTICES
Section 1. Notices to directors and stockholders shall be
in writing and delivered personally or mailed to the
directors or stockholders at their addresses appearing on the
books of the Corporation. Notice by mail shall be deemed to be
given at the time when the same shall be mailed. Notice to
directors may also be given by telegram.
Section 2. Whenever any notice is required to be given
under the provisions of the statutes or of the Certificate of
Incorporation or of these By-Laws, a waiver thereof in writing
signed by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The officers of the Corporation shall be chosen
by the Board of Directors and shall be a President, a Vice
President, a Secretary and a Treasurer. The Board of Directors
may choose one or more Assistant Secretaries and Assistant
Treasurers. Two or more offices may be held by the same person,
except that where the offices of President and Secretary are held
by the same person, such person shall not hold any other office.
No officer shall execute, acknowledge or verify any instrument in
more than one capacity, if such instrument is required by law,
the charter or these By-Laws to be executed, acknowledged or
verified by two or more officers.
Section 2. The Board of Directors at its first meeting
after each annual meeting of stockholders shall choose a
President from among the directors, and shall choose one or more
Vice Presidents, a Secretary and a Treasurer, none of whom need
be a member of the Board.
Section 3. The Board of Directors may appoint such other
officers and agents as it shall deem necessary who shall hold
their offices for such terms and shall exercise such powers and
perform such duties as shall be determined from time to time by
the Board.
Section 4. The salaries of all officers and agents of the
Corporation shall be fixed by the Board of Directors.
Section 5. The officers of the Corporation shall hold
office until their successors are chosen and qualify. Any
officer elected or appointed by the Board of Directors may be
removed at any time by the affirmative vote of a majority of the
Board of Directors. Any vacancy occurring in any office of the
Corporation shall be filled by the Board of Directors.
THE PRESIDENT
Section 6. The President shall be the chief executive
officer of the Corporation, shall preside at all meetings of the
stockholders and the Board of Directors at which the Chairman of
the Board is not present, shall have general and active
management of the business of the Corporation and shall see that
all orders and resolutions of the Board of Directors are carried
into effect. If an Executive Vice President is designated by the
Board of Directors, the President shall have the power to
delegate to the Executive Vice President such of his powers and
duties as he deems should be so delegated in the interests of the
proper operation of the Corporation.
Section 7. He shall execute bonds, mortgages and other
contracts requiring a seal, under the seal of the Corporation,
except where required or permitted by law or be otherwise signed
and executed and except where the signing and execution thereof
shall be expressly delegated by the Board of Directors to some
other officer or agent of the Corporation.
THE VICE PRESIDENT
Section 8. The Vice President shall be the principal
executive assistant to the President and, as such, shall
coordinate the activities of all other officers and employees of
the Corporation, shall oversee the general administration of the
Corporation, and shall perform such other duties and have such
other powers as shall be delegated by the Board of Directors and
the President. In addition, the Vice President shall, in the
absence or disability of the President, perform the duties and
exercise the powers of the President.
THE SECRETARY AND ASSISTANT SECRETARIES
Section 9. The Secretary shall attend all meetings of the
Board of Directors, and all meetings of the stockholders and
record all the proceedings of the meetings of the Corporation and
of the Board of Directors in a book to be kept for that purpose
and shall perform like duties for the standing committees when
required. He shall give, or cause to be given notice of all
meetings of the stockholders and special meetings of the Board of
Directors, and shall perform such other duties as may be
prescribed by the Board of Directors or President, under whose
supervision he shall be. He shall keep in safe custody the seal
of the Corporation and when authorized by the Board of Directors,
affix the same to any instrument requiring it and, when so
affixed, it shall be attested by his signature or by the
signature of an Assistant Secretary.
Section 10. The Assistant Secretary, or if there be more
than one, the Assistant Secretaries in the order determined by
the Board of Directors, shall, in the absence or disability of
the Secretary, perform the duties and exercise the powers of the
secretary and shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 11. The Treasurer shall keep full and accurate
accounts of corporate assets and liabilities and of receipts and
disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to
the credit of the Corporation in such depositories as may be
designated by the Board of Directors.
Section 12. He shall disburse the funds of the Corporation
as may be ordered by the Board of Directors, taking proper
vouchers for such disbursements, and shall render to the
President and the Board of Directors, at its regular meetings, or
when the Board of Directors so requires, an account of all his
transactions as Treasurer and of the financial condition of the
Corporation.
Section 13. If required by the Board of Directors, he shall
give the Corporation a bond (which shall be renewed every year)
in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful
performance of the duties of his office and for the restoration
to the Corporation, in case of his death, resignation, retirement
or removal from office, of a11 books, papers, vouchers, money and
other property of whatever kind in his possession or under his
control belonging to the Corporation.
Section 14. The Assistant Treasurer, or if there shall be
more than one, the Assistant Treasurers in the order determined
by the Board of Directors, shall, in the absence or disability of
the Treasurer, perform the duties and exercise the powers of the
Treasurer and shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.
ARTICLE VI
CERTIFICATES OF STOCK
Section 1. Every holder of stock in the Corporation shall
be entitled to have a certificate, signed by, or in the name of
the Corporation by the President, or a Vice President and the
Treasurer or an Assistant Treasurer, or the Secretary or an
Assistant Secretary of the Corporation, certifying the number of
shares owned by him in the Corporation, except that no
certificate shall be issued for fractional shares.
Section 2. Where a certificate is signed (1) by a transfer
agent or an assistant transfer agent or (2) by a transfer clerk
acting on behalf of the Corporation and a registrar, the
signature of any such President, Vice President, Treasurer,
Assistant Treasurer, Secretary or Assistant Secretary may be
facsimile. In case any officer or officers who have signed, or
whose facsimile signature or signatures have been used on, any
such certificate or certificates shall cease to be such officer
or officers of the Corporation, whether because of death,
resignation or otherwise, before such certificate or certificates
have been delivered by the Corporation, such certificate or
certificates may nevertheless be adopted by the Corporation and
be issued and delivered as though the person or persons who
signed such certificate or certificates or whose facsimile
signature or signatures have been used thereon had not ceased to
be such officer or officers of the Corporation.
LOST CERTIFICATES
Section 3. The Board of Directors may direct a new
certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the corporation
alleged to have been lost or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate of
stock to be lost or destroyed. When authorizing such issue of a
new certificate or certificates, the Board of Directors may, in
its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost or destroyed certificate
or certificates, or his legal representative, to advertise the
same in such manner as it shall require and/or to give the
Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the Corporation with
respect to the certificate alleged to have been lost or
destroyed.
TRANSFERS OF STOCK
Section 4. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares
duly endorsed or accompanied by proper evidence of succession,
assignment, or authority to transfer, it shall be the duty of the
Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction
upon its books.
FIXING RECORD DATE
Section 5. The Board of Directors may fix in advance a
date, not exceeding fifty nor less than ten days preceding the
date of any meeting of stockholders, or the date for payment of
any dividend, or the date for the allotment of rights, or the
date when any change or conversion or exchange of capital stock
shall go into effect, or a date in connection with obtaining such
consent as a record date for the determination of the
stockholders entitled to notice of, and to vote at, any such
meeting, and any adjournment thereof, or entitled to receive
payment of any such dividend, or to any such allotment of rights,
or to exercise the rights in respect of any change, conversion or
exchange of capital stock, or to give such consent, and in such
case such stockholders and only such stockholders as shall be
stockholders of record on the date so fixed shall be entitled to
such notice of, and to vote at, such meeting and any adjournment
thereof, or to receive payment of such dividend, or to receive
such allotment of rights, or to exercise such rights, or to give
such consent, as the case may be notwithstanding any transfer of
any stock on the books of the Corporation after any such record
date fixed as aforesaid.
REGISTERED STOCKHOLDERS
Section 6. The Corporation shall be entitled to recognize
the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner,
and shall not be bound to recognize any equitable or other claim
to or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice
thereof, except as otherwise provided by the laws of Colorado.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the
Corporation, subject to the provisions of the Certificate of
Incorporation, if any, may be declared by the Board of Directors
at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the Certificate of
Incorporation and to the following provisions:
(a) The Board of Directors may from time to time
declare and pay dividends, and, subject to the limitations
contained in this Section 1, the amount of such dividends and the
payment of them shall be wholly in the discretion of the Board of
Directors.
(b) The total cash dividends paid for any one fiscal
year, subject to the exceptions noted below, shall not
substantially exceed the sum of
(1) the net income for such fiscal year, determined in
accordance with good accounting practice, adjusted for amounts
included as such accrued net income in the price of shares of
capital stock of the Corporation issued or repurchased, exclusive
of profits or losses realized upon the sale of securities or
other property; plus
(2) the excess of profits over losses on sales of
securities or other property for such fiscal year.
Inasmuch as the computation of net income and gains for
Federal income tax purposes may vary from the computation thereof
on the books, the above provision shall be interpreted to give
the Board of Directors the power in its discretion to distribute
for any fiscal year as ordinary dividends and as capital gains
distributions, respectively, amounts sufficient to enable the
corporation as a regulated investment company to avoid any
liability for Federal income tax in respect of that year.
Any dividend payment made to shareholders from any source other
than (1) above shall be accompanied by a written statement
showing the source or sources of such payment, and the basis of
computation thereof.
The Board of Directors shall not be under any obligation to
distribute any income unless it sees fit. The decision of the
Board of Directors as to what, in accordance with good accounting
practice, is income and what is principal shall be final, and
except as specifically provided herein the decision of the Board
of Directors as to what expenses and charges of the Corporation
shall be charged against principal and what against the income
shall be final. Any income not distributed in any year may be
permitted to accumulate and as long as not distributed may be
invested from time to time in the same manner as the principal
funds of the Corporation.
(c) The Board of Directors shall have power, to the
fullest extent permitted by the laws of Colorado, but subject to
the limitation as to cash dividends imposed by paragraph (b), at
any time or from time to time to declare and cause to be paid
dividends payable at the election of any of the shareholders
(whether exercised before or after the declaration of the
dividend) either in cash or in shares of Capital Stock and to
establish the particular net asset value of the shares which is
to be used in determining the number of shares which a
shareholder may receive in lieu of cash. In the case of a
dividend payable in cash or shares of Capital Stock at the
election of the shareholder, the Board of Directors may prescribe
whether a shareholder failing to express his election before a
given time shall be deemed to have elected to take shares rather
than cash, or to take cash rather than shares, or to take shares
with cash adjustment of fractions.
(d) Anything in these By-Laws to the contrary
notwithstanding the Board of Directors may at any time declare
and distribute pro rata among the shareholders as of a record
date fixed as provided in Article VI, Section 5, a "stock
dividend" out of either authorized but unissued or treasury
shares of the Corporation, or both.
Section 2. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends
such sum or sums as the directors may from time to time, in their
absolute discretion, think proper as a reserve or reserves to
meet contingencies, or for equalizing dividends, or for repairing
or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of
the Corporation, and the directors may modify or abolish any such
reserve in the manner in which it was created.
ANNUAL STATEMENT
Section 3. The Board of Directors shall present at each
annual meeting, and at any special meeting of the stockholders
when called for by vote of the stockholders, a full and clear
statement of the business and condition of the Corporation,
including financial statements certified by an independent public
accountant.
CHECKS
Section 4. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such
other person or persons as the Board of Directors may from time
to time designate.
FISCAL YEAR
Section 5. The fiscal year of the corporation shall begin
on the first day of August of each year.
SEAL
Section 6. The corporate seal shall have inscribed thereon
the name of the Corporation, the year of its organization and the
words "Corporate Seal, Colorado." The seal may be used by causing
it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.
INSPECTION OF BOOKS
Section 7. The directors shall from time to time determine
whether and to what extent, and at what times and places, and
under what conditions and regulations the accounts and books of
the Corporation or any of them shall be open to the inspection of
the stockholders; and no stockholder shall have any right of
inspecting any account or book or document of the Corporation
except as conferred by law or authorized by the Directors.
CUSTODIAN
Section 8. The Corporation shall designate a custodian for
the safekeeping of cash and securities. Such custodian shall be
a bank or trust company having not less than $2 million aggregate
capital, surplus and undivided profits, provided such a custodian
can be found ready and willing to act. If any custodian shall
resign or be unable to serve, the Corporation will use its best
efforts to obtain a successor and obtain the delivery of the
property of the Corporation directly to the successor custodian.
If no successor custodian can be found, the property of the
Corporation shall not be delivered to a person other than a
qualified successor custodian unless it shall have permitted the
shareholders to vote upon the question whether the Corporation
shall be liquidated or function without a qualified custodian.
This provision shall not prevent the termination of the agreement
between the Corporation and a custodian by the vote of a majority
of the stockholders of the Corporation.
FUNDAMENTAL POLICIES AND RESTRICTIONS
Section 9. The registrant shall not borrow money in excess
of 5% of its gross assets. Borrowing in any event may only be
done as a temporary measure for emergency purposes.
Section 10. The registrant will not underwrite the
securities of other issuers, except in those instances where the
registrant acquires portfolio securities under circumstances
where it would not be free to sell them without being deemed an
underwriter for purposes of the Securities Act of 1933 and
without registration of such securities under that Act.
Section 11. The Corporation will not acquire any securities
of companies within any one industry if, after acquisition, more
than twenty five percent (25%) of the total value of the assets
of the Corporation would be invested in securities of companies
within such industry.
Section 12. The Corporation shall not purchase or sell real
estate.
Section 13. The Corporation shall not purchase or sell
commodities or commodity contracts.
Section 14. The registrant will make no loans to other
persons, except on a temporary basis in connection with the
delivery or receipt of portfolio securities which have been
bought or sold. However, the purchase of bonds, debentures or
other debt securities, whether publicly distributed or of a type
commonly purchased by institutional investors, shall not
constitute the making of a loan.
Section 15. The registrant may not invest more than 5% of
the value of its assets in the securities of any one issuer.
Section 16. The registrant may not acquire more than 10% of
the voting securities of any one issuer.
Section 17. The Corporation may not acquire securities of
any issuer for the purpose of exercising management or control.
Section 18. The registrant will not invest in securities of
other investment companies, except securities purchased or
acquired in connection with a plan of merger, consolidation or
reorganization.
Section 19. In seeking its objective, the registrant will
normally purchase securities with potential for capital growth.
It is not the policy of the registrant to trade for the purpose
of making short-term profits, but the registrant expects to act
quickly to dispose of all or part of its position in a security
if for any reason such action is deemed advisable, regardless of
the length of time the security has been held.
Section 20. The registrant will not purchase securities on
margin, except such short-term credits as are necessary for the
clearance of transactions, and shall not participate on a joint
or a joint and several basis in any trading account in securities
The registrant will not effect a short sale of any security.
Section 21. The Corporation shall not at any time purchase
securities or other things of value on margin, or sell any such
securities or things of value short.
INTERESTS OF MANAGEMENT
Section 22. The officers and directors of the Corporation,
the manager and general distributor and officers and directors
thereof, shall have no dealings on its behalf as principal or
agent with themselves or with any corporation or partnership in
which they have a financial interest, except in the case of the
purchase or sale of securities on an agency or commission basis
at a commission not exceeding that which would be paid any
independent, established and reputable investment or brokerage
firms, or except in the case of dealings in the shares of the
Corporation. This prohibition shall not prevent the officers and
directors of the corporation from having a financial interest in
the Corporation, the manager, or the general distributor.
ARTICLE VIII
AMENDMENTS
Section 1. These By-Laws may be altered or repealed by a
majority vote of the outstanding voting securities of the
Corporation (determined in accordance with the way the phrase
majority vote of the outstanding voting securities is defined in
the Investment Company Act of 1940) at any regular meeting of the
stockholders, or at any special meeting thereof if notice of such
alteration or repeal be contained in the notice of such special
meeting.
Section 2. In addition, any of these By-Laws except
Sections 3 through 11 of Article II, Sections 1 and 2 of Article
IV, Sections 4 and 5 of Article VI, Sections 9 through 22 of
Article VII, and Sections 1 and 2 of Article VIII, may be altered
or repealed at any regular meeting of the Board of Directors, or
at any special meeting thereof if notice of such alteration or
repeal be contained in the notice of such special meeting. This
shall not, however, prevent the amendment of any of these By-Laws
by the Board of Directors prior to the issuance of 5,335 shares
of the stock of the Corporation.
AGE FUND, INC.
AMENDMENTS TO THE BY-LAWS
November 15, 1973, Article VIII, Section 10 of the By-Laws was
amended to read as follows:
Section 10. The Corporation shall not underwrite or
engage in the agency distribution of securities of
other issuers, and shall not acquire securities
which, at the time of acquisition, could be
disposed of publicly by the Fund only after
registration under the Securities Act of 1933.
November 13, 1973, Article VII, Section 14 of the By-Laws was
amended read as follows:
"Section 14. The Corporation will not make loans to
other persons except on a temporary basis in
connection with the delivery or receipt of
portfolio securities which have been bought or sold
or by the purchase of bonds, debentures, or similar
obligations which are publicly distributed or of a
character usually acquired by institutional
investors; provided however, the Corporations
Board of Directors may, on the request of broker-
dealers or other institutional investors which it
deems qualified, authorize the Corporation to lend
securities, but only when the borrower pledges cash
collateral to the Corporation and agrees to
maintain such collateral so that it amounts to at
least 100% of the value of the securities. Such
security loans may not be made if as a result the
aggregate of such loans exceeds 10% of the value of
the Corporation's total assets at the time of most
recent loan."
On May 9, 1974, Article II, Section 2 of the By-Laws was amended
to read follows:
Section 2. The Annual Meeting of Shareholders shall
be held on the third Friday of August of each year
if not a legal holiday; and, if a legal holiday,
then on the first day following which is not a
legal holiday, at 11:00 o'clock in the forenoon; or
on such other date and time as may be determined by
the Board of Directors.
On June 18, 1976, Article III, Section 1 of the By-Laws was
amended so that the second sentence thereof reads as follows:
The Board of Directors shall be composed of 6 members.
CERTIFICATE OF SECRETARY
I, Deborah R. Gatzek, Secretary of AGE High Income Fund (the
"Fund"), a corporation organized under the laws of the State of
Colorado, do hereby certify that the following resolution was
adopted by a majority of the shareholders present at a meeting held
at the offices of the Fund at 777 Mariners Island Boulevard, San
Mateo, California, on September 26, 1989.
RESOLVED, that Article VII, Section 10 of the By-Laws will
read as follows:
The Corporation will not underwrite the securities of
other issuers except insofar as the Corporation may be
technically deemed an underwriter in connection with the
disposition of securities in its portfolio.
I declare under penalty of perjury that the matters set forth in
this certificate are true and correct of my own knowledge.
/s/ Deborah R. Gatzek
Dated: 1/8/90 Deborah R. Gatzek
Secretary
CERTIFICATE OF SECRETARY
I, Deborah R. Gatzek, Secretary of AGE High Income Fund, Inc. (the
"Fund"), a corporation organized under the laws of the State of
Colorado, do hereby certify that the following resolution was
adopted by a majority of the directors present at a meeting held
at the Mauna Kea Beach Hotel, One Mauna Kea Beach Drive, Kohala
Coast, Hawaii, on October 23, 1992:
RESOLVED, that the second sentence of Article III, Section 1,
of the Corporation's By-Laws, as amended, for a Board of
Directors composed of six (6) members be, and it hereby is,
amended to read as follows:
The Board of Directors shall be composed of seven (7)
members.
I declare under penalty of perjury that the matters set forth in
this certificate are true and correct of my own knowledge.
Dated: 10/23/92 /s/ Deborah R. Gatzek
Deborah R. Gatzek
Secretary
AGE HIGH INCOME FUND, INC.
MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT made between AGE HIGH INCOME FUND,
INC., a Colorado Corporation, hereinafter called the "Fund"
and FRANKLIN ADVISERS, INC., a California Corporation,
hereinafter called the "Manager."
WHEREAS, the Fund has been organized and operates as an
investment company registered under the Investment Company
Act of 1940 for the purpose of investing and reinvesting its
assets in securities, as set forth in its Articles of
Incorporation, its By-Laws and its Registration Statements
under the Investment Company Act of 1940 and the Securities
Act of 1933, all as heretofore amended and supplemented; and
the Fund desires to avail itself of the services,
information, advice, assistance and facilities of an
investment manager and to have an investment manager perform
for its various management, statistical, research,
investment advisory and other services; and,
WHEREAS, the Manager is registered as an investment adviser
under the Investment Advisor's Act of 1940, is engaged in
the business of rendering management, investment advisory,
counselling and supervisory services to investment companies
and other investment counselling clients, and desires to
provide these services to the Fund.
NOW THEREFORE, in consideration of the terms and conditions
hereinafter set forth, it is agreed as follows:
1. Employment of the Manager. The Fund hereby employs the
Manager to manage the investment and reinvestment of the
Fund's assets and to administer its affairs, subject to the
direction of the Board of Directors and the officers of the
Fund, for the period and on the terms hereinafter set forth.
The Manager hereby accepts such employment and agrees during
such period to render the services and to assume the
obligations herein set forth for the compensation herein
provided. The Manager shall for all purposes herein be
deemed to be an independent contractor and shall, except as
expressly provided or authorized (whether herein or
otherwise), have no authority to act for or represent the
Fund in any way or otherwise be deemed an agent of the Fund.
2. Obligations of and Services to be Provided by the
Manager. The Manager undertakes to provide the services
hereinafter set forth and to assume the following
obligations:
A. Office Space, Furnishings, Facilities, Equipment,
and Personnel. The Manager shall furnish to the Fund
adequate (i) office space, which may be space within the
offices of the Manager or in such other place as may be
agreed upon from time to time, (ii) office furnishings,
facilities and equipment as may be reasonably required
for managing the corporate affairs and conducting the
business of the Fund, including complying with the
corporate and securities reporting requirements of the
United States and the various states in which the Fund
does business, conducting correspondence and other
communications with the shareholders of the Fund,
maintaining all internal bookkeeping, accounting and
auditing services and records in connection with the
Fund's investment and business activities, and computing
net asset value. The Manager shall employ or provide
and compensate the executive, secretarial and clerical
personnel necessary to provide such services. The
Manager shall also compensate all officers and employees
of the Fund who are officers or employees of the
Manager.
B. Investment Management Services
(a) The Manager shall manage the Fund's assets and
portfolio subject to and portfolio subject to and in
accordance with the investment objectives and policies
of the Fund and any directions which the Fund's Board of
Directors may issue from time to time. In pursuance of
the foregoing, the Manager shall make all determinations
with respect to the investment of the Fund's assets and
the purchase and sale of portfolio securities, and shall
take such steps as may be necessary to implement the
same. Such determinations and services shall also
include determining the manner in which voting rights,
rights to consent to corporate action and any other
rights pertaining to the Fund's portfolio securities
shall be exercised. The Manager shall render regular
reports to the Fund, at regular meetings of the Board of
Directors and at such other times as may be reasonably
requested by the Fund's Board of Directors, of (i) the
decisions which it has made with respect to the
investment of the Fund's assets and the purchase and
sale of portfolio securities, (ii) the reasons for such
decisions and (iii) the extent to which those decisions
have been implemented.
(b) The Manager, subject to and in accordance with any
directions which the Fund's Board of Directors may issue
from time to time, shall place, in the name of the Fund,
orders for the execution of the Fund's portfolio
transactions. When placing such orders the Manager
shall seek to obtain the best net price and execution
for the Fund, but this requirement shall not be deemed
to obligate the Manager to place any order solely on the
basis of obtaining the lowest commission rate if the
other standards set forth in this section have been
satisfied. The parties recognize that there are likely
to be many cases in which different brokers are equally
able to provide such best price and execution and that,
in selecting among such brokers with respect to
particular trades, it is desirable to choose those
brokers who furnish research, statistical quotations and
other information to the Fund and the Manager in accord
with the standards set forth below. Moreover, to the
extent that it continues to be lawful to do so and so
long as the Board determines that the Fund will benefit,
directly or indirectly, by doing so, the Manager may
place orders with a broker who charges a commission for
that transaction which is in excess of the amount of
commission that another broker would have charged for
effecting that transaction, provided that the excess
commission is reasonable in relation to the value of
"brokerage and research services" (as defined in Section
28(e)(3) of the Securities Exchange Act of 1934)
provided by that broker. Accordingly, the Fund and the
Manager agree that the Manager shall select brokers for
the execution of the Fund's portfolio transactions from
among:
(i) Those brokers and dealers who provide quotations
and other services to the Fund, specifically including
the quotations necessary to determine the Fund's net
assets, in such amount of total brokerage as may
reasonably be required in light of such services;
(ii) Those brokers and dealers who supply research,
statistical and other data to the Manager or its
affiliates which relate directly to portfolio
securities, actual or potential, of the Fund or which
place the Manager in a better position to make
decisions in connection with the management of the
Fund's assets and portfolio, whether or not such data
may also be useful to the Manager and its affiliates
in managing other portfolios or advising other
clients, in such amount of total brokerage as may
reasonably be required.
Provided that the Fund's officers are satisfied that the
best execution is obtained the sale of Fund shares may
also be considered as a factor in the selection of
broker-dealers to execute the Fund's portfolio
transactions.
(c) When the Manager has determined that the Fund
should tender securities pursuant to a "tender offer
solicitation," Franklin Distributors, Inc.
("Distributors") shall be designated as the "tendering
dealer" so long as it is legally permitted to act in
such capacity under the Federal securities laws and
rules thereunder and the rules of any securities
exchange or association of which it may be a member.
Neither the Manager nor Distributors shall be obligated
to make any additional commitments of capital, expense
or personnel beyond that already committed (other than
normal periodic fees or payments necessary to maintain
its corporate existence and membership in the National
Association of Securities Dealers, Inc.) as of the date
of this Agreement and this Agreement shall not obligate
the Manager or Distributors (i) to act pursuant to the
foregoing requirement under any circumstances in which
they might reasonably believe that liability might be
imposed upon them as a result of so acting, or (ii) to
institute legal or other proceedings to collect fees
which may be considered to be due from others to it as a
result of such a tender, unless the Fund shall enter
into an agreement with the Manager to reimburse them for
all expenses connected with attempting to collect such
fees including legal fees and expenses and that portion
of the compensation due to their employees which is
attributable to the time involved in attempting to
collect such fees.
(d) The Manager shall render regular reports to the
Fund, not more frequently than quarterly, of how much
total brokerage business has been placed by the Manager
with brokers falling into each of the foregoing
categories and the manner in which the allocation has
been accomplished.
(e) The Manager agrees that no investment decision will
be made or influenced by a desire to provide brokerage
for allocation in accordance with the foregoing, and
that the right to make such allocation of brokerage
shall not interfere with the Manager's paramount duty to
obtain the best net price and execution for the Fund.
C. Provisions of Information Necessary for Preparation of
Securities Registration Statements, Amendments and Other
Materials. The Manager, its officers and employees will
make available and provide accounting and statistical
information required by the Underwriter in the
preparation of registration statements, reports and
other documents required by Federal and state securities
laws and with such information as the Underwriter may
reasonably request for use in the preparation of such
documents or of other materials necessary or helpful for
the underwriting and distribution of the Fund's shares.
D. Other Obligations and Services. The Manager shall make
available its officers and employees to the Board of
Directors and officers of the Fund for consultation and
discussions regarding the administrative management of
the Fund and its investment activities.
3. Expenses of the Fund. It is understood that the Fund
will pay all its expenses other than those expressly assumed
by the Manager herein, which expenses payable by the Fund
shall include:
A. Fees to the Manager as provided herein;
B. Expenses of all audits by independent public
accountants;
C. Expenses of transfer agent, registrar, custodian,
dividend disbursing agent and shareholder record-keeping
services;
D. Expenses of obtaining quotations for calculating the
value of the Fund's net assets;
E. Salaries and other compensation of any of its executive
officers who are not officers, directors, stockholders
or employees of the Manager;
F. Taxes levied against the Fund;
G. Brokerage fees and commissions in connection with the
purchase and sale of portfolio securities for the Fund;
H. Costs, including the interest expense, of borrowing
money;
I. Costs incident to corporate meetings of the Fund,
reports to the Fund to its shareholders, the filing of
reports with regulatory bodies and the maintenance of
the Fund's corporate existence;
J. Legal fees, including the legal fees related to the
registration and continued qualification of the Fund
shares for sale;
K. Costs of printing stock certificates representing shares
of the Fund;
L. Directors' fees and expenses to directors who are not
directors, officers, employees or stockholders of the
Manager or any of its affiliates; and
M. Its pro rata portion of the fidelity bond insurance
premium.
4. Compensation of the Manager. The Fund shall pay a
monthly management fee in cash to the Manager based upon a
percentage of the value of the Fund's net assets, calculated
as set forth below, on the first business day of each month
in each year as compensation for the services rendered and
obligations assumed by the Manager during the preceding
month. The initial management fee under this Agreement
shall be payable on the first business day of the first
month following the effective date of this Agreement, and
shall be reduced by the amount of any advance payments made
by the Fund relating to the previous month.
A. For purposes of calculating such fee, the value of the
net assets of the Fund shall be the net assets computed
as of the close of business on the last business day of
the month preceding the month in which the payment is
being made, determined in the same manner as the Fund
uses to compute the value of its net assets in
connection with the determination of the net asset value
of Fund shares, all as set forth more fully in the
Fund's current prospectus. The rate of the monthly
management fee shall be as follows:
5/96 of 1% of the value of net assets up to and
including $100,000,000; and
1/24 of 1% of the value of net assets over $100,000,000
and not over $250,000,000; and
9/240 of 1% of the value of net assets in excess of
$250,000,000.
B. The Management fee payable by the Fund shall be reduced
or eliminated to the extent that Franklin Distributors,
Inc. has actually received cash payments of tender offer
solicitation fees less certain costs and expenses
incurred in connection therewith; and to the extent
necessary to comply with the limitations on expenses
which may be borne by the Fund as set forth in the laws,
regulations and administrative interpretations of those
states in which the Fund's shares are registered.
C. If this Agreement is terminated prior to the end of any
month, the monthly management fee shall be prorated for
the portion of any month in which this Agreement is in
effect which is not a complete month according to the
proportion which the number of calendar days in the
month during which the Agreement is in effect bears to
the number of calendar days in the month, and shall be
payable within 10 days after the date of termination.
5. Activities of the Manager. The services of the Manager
to the Fund hereunder are not to be deemed exclusive, and
the Manager and any of its affiliates shall be free to
render similar services to others. Subject to and in
accordance with the Articles of Incorporation and By-Laws of
the Fund and to Section 10(a) of the Investment Company Act
of 1940, it is understood that directors, officers, agents
and stockholders of the Fund are or may be interested in the
Manager or its affiliates as directors, officers, agents or
stockholders, and that directors, officers, agents or
stockholders of the Manager or its affiliates are or may be
interested in the Fund as directors, officers, agents,
stockholders or otherwise, that the Manager or its
affiliates may be interested in the Fund as stockholders
or otherwise; and that the effect of any such interests
shall be governed by said Articles of Incorporation, the By-
Laws and the Act.
6. Liabilities of the Manager.
A. In the absence of willful misfeasance, bad faith, gross
negligence, or reckless disregard of obligations or
duties hereunder on the part of the Manager, the Manager
shall not be subject to liability to the Fund or to any
shareholder of the Fund for any act or omission in the
course of, or connected with, rendering services
hereunder or for any losses that may be sustained in the
purchase, holding or sale of any security by the Fund.
B. Notwithstanding the foregoing, the Manager agrees to
reimburse the Fund for any and all costs, expenses, and
counsel and directors' fees reasonably incurred by the
Fund in the preparation, printing and distribution of
proxy statements, amendments to its Registration
Statement, holdings of meetings of its shareholders or
directors, the conduct of factual investigations, any
legal or administrative proceedings (including any
applications for exemptions or determinations by the
Securities and Exchange Commission) which the Fund
incurs as the result of action or inaction of the
Manager or any of its affiliates or any of their
officers, directors, employees or shareholders where the
action or inaction necessitating such expenditures (i)
is directly or indirectly related to any transactions or
proposed transaction in the shares or control of the
Manager or its affiliates (or litigation related to any
pending or proposed or future transaction in such shares
or control) which shall have been undertaken without the
prior, express approval of the Fund's Board of
Directors; or, (ii) is within the control of the Manager
or any of its affiliates or any of their officers,
directors, employees or shareholders. The Manager shall
not be obligated pursuant to the provisions of this
Subsection 6(B), to reimburse the Fund for any
expenditures related to the institution of an
administrative proceeding or civil litigation by the
Fund or a Fund shareholder seeking to recover all or a
portion of the proceeds derived by any shareholder of
the Manager or any of its affiliates from the sale of
his shares of the Manager, or similar matters. So long
as this Agreement is in effect the Manager shall pay to
the Fund the amount due for expenses subject to this
Subsection 6(B) Agreement within 30 days after a bill
or statement has been received by the Fund therefore.
This provision shall not be deemed to be a waiver of any
claim the Fund may have or may assert against the
Manager or others for costs, expenses or damages
heretofore incurred by the Fund or for costs, expenses
or damages the Fund may hereafter incur which are not
reimbursable to it hereunder.
C. No provision of this Agreement shall be construed to
protect any director or officer of the Fund, or the
Manager, from liability in violation of Sections 17(h)
and (i) of the Investment Company Act of 1940.
7. Renewal and Termination.
A. This Agreement shall become effective on the date written
below and shall continue in effect for two years. The
Agreement is renewable annually thereafter for
successive periods not to exceed one year (i) by a vote
of a majority of the outstanding voting securities of
the Fund or by a vote of the Board of Directors of the
Fund, and (ii) by a vote of a majority of the directors
of the Fund who are not parties to the Agreement or
interested persons of any parties to the Agreement
(other than as Directors of the Fund) cast in person at
a meeting called for the purpose of voting on the
Agreement.
B. This Agreement.
(i) may at any time be terminated without the payment
of any penalty either by vote of the Board of Directors
of the Fund or by vote of a majority of the outstanding
voting securities of the Fund, on 30 days' written
notice to the Manager;
(ii) shall immediately terminate in the event of its
assignment; and
(iii) may be terminated by the Manager on 30 days'
written notice to the Fund.
C. As used in this Section the terms "assignment,"
"interested person" and "vote of a majority of the
outstanding voting securities" shall have the meanings
set forth for any such terms in the Investment Company
Act of 1940, as amended.
D. Any notice under this Agreement shall be given in writing
addressed and delivered, or mailed post-paid, to the
other party at any office of such party.
8. Severability. If any provision of this Agreement shall
be held or made invalid by a court decision, statute,
rule or otherwise, the remainder of this Agreement shall
not be affected thereby.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed the 1st day of October, 1986.
AGE HIGH INCOME FUND, INC.
By /s/ Charles B. Johnson
FRANKLIN ADVISERS, INC.
By /s/ Rupert H. Johnson, Jr.
AGE HIGH INCOME FUND, INC.
777 Mariners Island Blvd.
San Mateo, California 94404
Franklin/Templeton Distributors, Inc.
777 Mariners Island Blvd.
San Mateo, California 94404
Re: Amended and Restated Distribution Agreement
Gentlemen:
We (the "Fund") are a corporation or business trust operating as
an open-end management investment company or "mutual fund", which
is registered under the Investment Company Act of 1940 (the "1940
Act") and whose shares are registered under the Securities Act of
1933 (the "1933 Act"). We desire to issue one or more series or
classes of our authorized but unissued shares of capital stock or
beneficial interest (the "Shares") to authorized persons in
accordance with applicable Federal and State securities laws.
The Fund's Shares may be made available in one or more separate
series, each of which may have one or more classes.
You have informed us that your company is registered as a broker-
dealer under the provisions of the Securities Exchange Act of
1934 and that your company is a member of the National
Association of Securities Dealers, Inc. You have indicated your
desire to act as the exclusive selling agent and distributor for
the Shares. We have been authorized to execute and deliver this
Distribution Agreement ("Agreement") to you by a resolution of
our Board of Directors or Trustees ("Board") passed at a meeting
at which a majority of Board members, including a majority who
are not otherwise interested persons of the Fund and who are not
interested persons of our investment adviser, its related
organizations or with you or your related organizations, were
present and voted in favor of the said resolution approving this
Agreement.
1. Appointment of Underwriter. Upon the execution of this
Agreement and in consideration of the agreements on your part
herein expressed and upon the terms and conditions set forth
herein, we hereby appoint you as the exclusive sales agent for
our Shares and agree that we will deliver such Shares as you may
sell. You agree to use your best efforts to promote the sale of
Shares, but are not obligated to sell any specific number of
Shares.
However, the Fund and each series retain the right to make
direct sales of its Shares without sales charges consistent with
the terms of the then current prospectus and applicable law, and
to engage in other legally authorized transactions in its Shares
which do not involve the sale of Shares to the general public.
Such other transactions may include, without limitation,
transactions between the Fund or any series or class and its
shareholders only, transactions involving the reorganization of
the Fund or any series, and transactions involving the merger or
combination of the Fund or any series with another corporation or
trust.
2. Independent Contractor. You will undertake and
discharge your obligations hereunder as an independent contractor
and shall have no authority or power to obligate or bind us by
your actions, conduct or contracts except that you are authorized
to promote the sale of Shares. You may appoint sub-agents or
distribute through dealers or otherwise as you may determine from
time to time, but this Agreement shall not be construed as
authorizing any dealer or other person to accept orders for sale
or repurchase on our behalf or otherwise act as our agent for any
purpose.
3. Offering Price. Shares shall be offered for sale at a
price equivalent to the net asset value per share of that series
and class plus any applicable percentage of the public offering
price as sales commission or as otherwise set forth in our then
current prospectus. On each business day on which the New York
Stock Exchange is open for business, we will furnish you with the
net asset value of the Shares of each available series and class
which shall be determined in accordance with our then effective
prospectus. All Shares will be sold in the manner set forth in
our then effective prospectus and statement of additional
information, and in compliance with applicable law.
4. Compensation.
A. Sales Commission. You shall be entitled to charge
a sales commission on the sale or redemption, as appropriate, of
each series and class of each Fund's Shares in the amount of any
initial, deferred or contingent deferred sales charge as set
forth in our then effective prospectus. You may allow any sub-
agents or dealers such commissions or discounts from and not
exceeding the total sales commission as you shall deem advisable,
so long as any such commissions or discounts are set forth in our
current prospectus to the extent required by the applicable
Federal and State securities laws. You may also make payments to
sub-agents or dealers from your own resources, subject to the
following conditions: (a) any such payments shall not create any
obligation for or recourse against the Fund or any series or
class, and (b) the terms and conditions of any such payments are
consistent with our prospectus and applicable federal and state
securities laws and are disclosed in our prospectus or statement
of additional information to the extent such laws may require.
B. Distribution Plans. You shall also be entitled to
compensation for your services as provided in any Distribution
Plan adopted as to any series and class of any Fund's Shares
pursuant to Rule 12b-1 under the 1940 Act.
5. Terms and Conditions of Sales. Shares shall be offered
for sale only in those jurisdictions where they have been
properly registered or are exempt from registration, and only to
those groups of people which the Board may from time to time
determine to be eligible to purchase such shares.
6. Orders and Payment for Shares. Orders for Shares shall
be directed to the Fund's shareholder services agent, for
acceptance on behalf of the Fund. At or prior to the time of
delivery of any of our Shares you will pay or cause to be paid to
the custodian of the Fund's assets, for our account, an amount in
cash equal to the net asset value of such Shares. Sales of
Shares shall be deemed to be made when and where accepted by the
Fund's shareholder services agent. The Fund's custodian and
shareholder services agent shall be identified in its prospectus.
7. Purchases for Your Own Account. You shall not purchase
our Shares for your own account for purposes of resale to the
public, but you may purchase Shares for your own investment
account upon your written assurance that the purchase is for
investment purposes and that the Shares will not be resold except
through redemption by us.
8. Sale of Shares to Affiliates. You may sell our Shares
at net asset value to certain of your and our affiliated persons
pursuant to the applicable provisions of the federal securities
statutes and rules or regulations thereunder (the "Rules and
Regulations"), including Rule 22d-1 under the 1940 Act, as
amended from time to time.
9. Allocation of Expenses. We will pay the expenses:
(a) Of the preparation of the audited and
certified financial statements of our company to
be included in any Post-Effective Amendments
("Amendments") to our Registration Statement under
the 1933 Act or 1940 Act, including the prospectus
and statement of additional information included
therein;
(b) Of the preparation, including legal
fees, and printing of all Amendments or
supplements filed with the Securities and Exchange
Commission, including the copies of the
prospectuses included in the Amendments and the
first 10 copies of the definitive prospectuses or
supplements thereto, other than those necessitated
by your (including your "Parent's") activities or
Rules and Regulations related to your activities
where such Amendments or supplements result in
expenses which we would not otherwise have
incurred;
(c) Of the preparation, printing and
distribution of any reports or communications
which we send to our existing shareholders; and
(d) Of filing and other fees to Federal and
State securities regulatory authorities necessary
to continue offering our Shares.
You will pay the expenses:
(a) Of printing the copies of the
prospectuses and any supplements thereto and
statements of additional information which are
necessary to continue to offer our Shares;
(b) Of the preparation, excluding legal
fees, and printing of all Amendments and
supplements to our prospectuses and statements of
additional information if the Amendment or
supplement arises from your (including your
"Parent's") activities or Rules and Regulations
related to your activities and those expenses
would not otherwise have been incurred by us;
(c) Of printing additional copies, for use
by you as sales literature, of reports or other
communications which we have prepared for
distribution to our existing shareholders; and
(d) Incurred by you in advertising,
promoting and selling our Shares.
10. Furnishing of Information. We will furnish to you such
information with respect to each series and class of Shares, in
such form and signed by such of our officers as you may
reasonably request, and we warrant that the statements therein
contained, when so signed, will be true and correct. We will
also furnish you with such information and will take such action
as you may reasonably request in order to qualify our Shares for
sale to the public under the Blue Sky Laws of jurisdictions in
which you may wish to offer them. We will furnish you with
annual audited financial statements of our books and accounts
certified by independent public accountants, with semi-annual
financial statements prepared by us, with registration statements
and, from time to time, with such additional information
regarding our financial condition as you may reasonably request.
11. Conduct of Business. Other than our currently
effective prospectus, you will not issue any sales material or
statements except literature or advertising which conforms to the
requirements of Federal and State securities laws and regulations
and which have been filed, where necessary, with the appropriate
regulatory authorities. You will furnish us with copies of all
such materials prior to their use and no such material shall be
published if we shall reasonably and promptly object.
You shall comply with the applicable Federal and State
laws and regulations where our Shares are offered for sale and
conduct your affairs with us and with dealers, brokers or
investors in accordance with the Rules of Fair Practice of the
National Association of Securities Dealers, Inc.
12. Redemption or Repurchase Within Seven Days. If Shares
are tendered to us for redemption or repurchase by us within
seven business days after your acceptance of the original
purchase order for such Shares, you will immediately refund to us
the full sales commission (net of allowances to dealers or
brokers) allowed to you on the original sale, and will promptly,
upon receipt thereof, pay to us any refunds from dealers or
brokers of the balance of sales commissions reallowed by you. We
shall notify you of such tender for redemption within 10 days of
the day on which notice of such tender for redemption is received
by us.
13. Other Activities. Your services pursuant to this
Agreement shall not be deemed to be exclusive, and you may render
similar services and act as an underwriter, distributor or dealer
for other investment companies in the offering of their shares.
14. Term of Agreement. This Agreement shall become
effective on the date of its execution, and shall remain in
effect for a period of two (2) years. The Agreement is renewable
annually thereafter, with respect to the Fund or, if the Fund has
more than one series, with respect to each series, for successive
periods not to exceed one year (i) by a vote of (a) a majority of
the outstanding voting securities of the Fund or, if the Fund has
more than one series, of each series, or (b) by a vote of the
Board, and (ii) by a vote of a majority of the members of the
Board who are not parties to the Agreement or interested persons
of any parties to the Agreement (other than as members of the
Board), cast in person at a meeting called for the purpose of
voting on the Agreement.
This Agreement may at any time be terminated by the
Fund or by any series without the payment of any penalty, (i)
either by vote of the Board or by vote of a majority of the
outstanding voting securities of the Fund or any series on 90
days' written notice to you; or (ii) by you on 90 days' written
notice to the Fund; and shall immediately terminate with respect
to the Fund and each series in the event of its assignment.
15. Suspension of Sales. We reserve the right at all times
to suspend or limit the public offering of Shares upon two days'
written notice to you.
16. Miscellaneous. This Agreement shall be subject to the
laws of the State of California and shall be interpreted and
construed to further promote the operation of the Fund as an open-
end investment company. This Agreement shall supersede all
Distribution Agreements and Amendments previously in effect
between the parties. As used herein, the terms "Net Asset
Value," "Offering Price," "Investment Company," "Open-End
Investment Company," "Assignment," "Principal Underwriter,"
"Interested Person," "Parent," "Affiliated Person," and "Majority
of the Outstanding Voting Securities" shall have the meanings set
forth in the 1933 Act or the 1940 Act and the Rules and
Regulations thereunder.
Nothing herein shall be deemed to protect you against any
liability to us or to our securities holders to which you would
otherwise be subject by reason of willful misfeasance, bad faith
or gross negligence in the performance of your duties hereunder,
or by reason of your reckless disregard of your obligations and
duties hereunder.
If the foregoing meets with your approval, please acknowledge
your acceptance by signing each of the enclosed copies, whereupon
this will become a binding agreement as of the date set forth
below.
Very truly yours,
AGE HIGH INCOME FUND, INC.
By:
Accepted:
Franklin/Templeton Distributors, Inc.
By:
DATED:
CUSTODY AGREEMENT
THIS CUSTODY AGREEMENT ("Agreement") is made and entered
into as of September 17, 1991 by and between AGE High Income
Fund, Inc., a Colorado Corporation (the "Fund"), and Bank of
America National Trust and Savings Association, a banking
association organized under the laws of the United States (the
"Custodian").
RECITALS
A. The Fund is an investment company registered under
the Investment Company Act of 1940, as amended (the "Investment
Company Act") that invests and reinvests, in Domestic Securities
and Foreign Securities.
B. The Custodian is, and has represented to the
Fund that the Custodian is, a "bank" as that term is defined in
Section 2(a)(5) of the Investment Company Act of 1940, as amended
and is eligible to receive and maintain custody of investment
company assets pursuant to Section 17(f) and Rule 17f-2
thereunder.
C. The Fund and the Custodian desire to provide for
the retention of the Custodian as the custodian of the assets of
the Fund on the terms and subject to the provisions set forth
herein.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants
and agreements contained herein, and for other good and valuable
consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:
Section 1. DEFINITIONS
For purposes of this Agreement, the following terms
shall have the respective meanings specified below:
"Agreement" shall mean this Custody Agreement.
"Board of Directors" shall mean the Board of Directors
of the Fund.
"Business Day" with respect to any Domestic Security
means any day, other than a Saturday or Sunday, that is not a day
on which banking institutions are authorized or required by law
to be closed in The City of New York and, with respect to Foreign
Securities, a London Business Day. "London Business Day" shall
mean any day on which dealings and deposits in U.S. dollars are
transacted in the London interbank market.
"Custodian" shall mean Bank of America National Trust and
Savings Association.
"Domestic Securities" shall have the meaning provided in
Subsection 2.1 hereof.
"Executive Committee" shall mean the executive committee
of the Board of Directors.
"Foreign Custodian" shall have the meaning provided in
Section 4.1 hereof.
"Foreign Securities" shall have the meaning provided in
Section 2.1 hereof.
"Foreign Securities Depository" shall have the meaning
provided in Section 4.1 hereof.
"Fund" shall mean the AGE High Income Fund, Inc.
"Guidelines" shall have the meaning provided in
Subsection 3.5(a) hereof.
"Investment Company Act" shall mean the Investment
Company Act of 1940, as amended.
"Securities" shall have the meaning provided in Section
2.1 hereof.
"Securities System" shall have the meaning provided in
Section 3.1 hereof.
"Securities System Account" shall have the meaning
provided in Subsection 3.8(a) hereof.
"Shares" shall mean shares of beneficial interest of the
Fund.
"Subcustodian" shall have the meaning provided in
Subsection 3.7 hereof, but shall not include any Foreign
Custodian.
"Transfer Agent" shall mean the duly appointed and
acting transfer agent for the Fund.
"U.S." shall mean United States.
"Writing" shall mean a communication in writing, a
communication by telex, the Custodian's Global Custody
Instruction SystemTM, facsimile transmission, bankwire or other
teleprocess or electronic instruction system acceptable to the
Custodian.
Section 2. APPOINTMENT OF CUSTODIAN; DELIVERY OF ASSETS
2.1 Appointment of Custodian. The Fund hereby appoints
and designates the Custodian as the custodian of the assets of
the Fund including cash, securities the Fund desires to be held
within the United States ("Domestic Securities") and securities
it desires to be held outside the United States ("Foreign
Securities"). Domestic Securities and Foreign Securities are
sometimes referred to herein, collectively, as "Securities." The
Custodian hereby accepts such appointment and designation and
agrees that it shall maintain custody of the assets of the Fund
delivered to it hereunder in the manner provided for herein.
2.2 Delivery of Assets. The Fund agrees to deliver to
the Custodian Securities and cash owned by the Fund, payments of
income, principal or capital distributions received by the Fund
with respect to Securities owned by the Fund from time to time,
and the consideration received by it for such Shares or other
securities of the Fund as may be issued and sold from time to
time. The Custodian shall have no responsibility whatsoever for
any property or assets of the Fund held or received by the Fund
and not delivered to the Custodian pursuant to and in accordance
with the terms hereof. All Securities accepted by the Custodian
on behalf of the Fund under the terms of this Agreement shall be
in "street name" or other good delivery form as determined by the
Custodian.
2.3 Subcustodians. Upon receipt of Proper Instructions
and a certified copy of a resolution of the Board of Directors or
of the Executive Committee certified by the Secretary or an
Assistant Secretary of the Fund, the Custodian may from time to
time appoint one or more Subcustodians or Foreign Custodians to
hold assets of the Fund in accordance with the provisions of this
Agreement.
2.4 No Duty to Manage. The Custodian, a Subcustodian
or a Foreign Custodian shall not have any duty or responsibility
to manage or recommend investments of the assets of the Fund held
by them or to initiate any purchase, sale or other investment
transaction in the absence of Proper Instructions or except as
otherwise specifically provided herein.
Section 3. DUTIES OF THE CUSTODIAN WITH RESPECT TO
ASSETS OF THE FUND HELD BY THE CUSTODIAN
3.1 Holding Securities. The Custodian shall hold and
physically segregate from any property owned by the Custodian,
for the account of the Fund, all non-cash property delivered by
the Fund to the Custodian hereunder other than Securities which,
pursuant to Subsection 3.8 hereof, are held through a registered
clearing agency, a registered securities depository, the Federal
Reserve's book-entry securities system (referred to herein,
individually, as a "Securities System"), or held by a
Subcustodian, Foreign Custodian or in a Foreign Securities
Depository.
3.2 Delivery of Securities. Except as otherwise
provided in Subsection 3.5 hereof, the Custodian, upon receipt of
Proper Instructions, shall release and deliver Securities owned
by the Fund and held by the Custodian in the following cases or
as otherwise directed in Proper Instructions:
(a) except as otherwise provided herein,
upon sale of such Securities for the account of the
Fund and receipt by the Custodian, a Subcustodian or a
Foreign Custodian of payment therefor;
(b) upon the receipt of payment by the
Custodian, a Subcustodian or a Foreign Custodian in
connection with any repurchase agreement related to
such Securities entered into by the Fund;
(c) in the case of a sale effected through a
Securities System, in accordance with the provisions of
Subsection 3.8 hereof;
(d) to a tender agent or other authorized
agent in connection with (i) a tender or other similar
offer for Securities owned by the Fund, or (ii) a
tender offer or repurchase by the Fund of its own
Shares;
(e) to the issuer thereof or its agent when
such Securities are called, redeemed, retired or
otherwise become payable; provided, that in any such
case, the cash or other consideration is to be
delivered to the Custodian, a Subcustodian or a Foreign
Custodian;
(f) to the issuer thereof, or its agent, for
transfer into the name or nominee name of the Fund, the
name or nominee name of the Custodian, the name or
nominee name of any Subcustodian or Foreign Custodian;
or for exchange for a different number of bonds,
certificates or other evidence representing the same
aggregate face amount or number of units; provided
that, in any such case, the new Securities are to be
delivered to the Custodian, a Subcustodian or Foreign
Custodian;
(g) to the broker selling the same for
examination in accordance with the "street delivery"
custom;
(h) for exchange or conversion pursuant to
any plan of merger, consolidation, recapitalization, or
reorganization of the issuer of such Securities, or
pursuant to a conversion of such Securities; provided
that, in any such case, the new Securities and cash, if
any, are to be delivered to the Custodian or a
Subcustodian;
(i) in the case of warrants, rights or
similar securities, the surrender thereof in connection
with the exercise of such warrants, rights or similar
Securities or the surrender of interim receipts or
temporary Securities for definitive Securities;
provided that, in any such case, the new Securities and
cash, if any, are to be delivered to the Custodian, a
subcustodian or a Foreign Custodian;
(j) for delivery in connection with any
loans of Securities made by the Fund, but only against
receipt by the Custodian, a Subcustodian or a Foreign
Custodian of adequate collateral as determined by the
Fund (and identified in Proper Instructions
communicated to the Custodian), which may be in the
form of cash or obligations issued by the United
States government, its agencies or instrumentalities,
except that in connection with any loans for which
collateral is to be credited to the account of the
Custodian, a Subcustodian or a Foreign Custodian in
the Federal Reserve's book-entry securities system, the
Custodian will not be held liable or responsible for
the delivery of Securities owned by the Fund prior to
the receipt of such collateral;
(k) for delivery as security in connection
with any borrowings by the Fund requiring a pledge of
assets by the Fund, but only against receipt by the
Custodian, a Subcustodian or a Foreign Custodian of
amounts borrowed;
(l) for delivery in accordance with the
provisions of any agreement among the Fund, the
Custodian, a Subcustodian or a Foreign Custodian and a
broker-dealer relating to compliance with the rules of
registered clearing corporations and of any registered
national securities exchange, or of any similar
organization or organizations, regarding escrow or
other arrangements in connection with transactions by
the Fund;
(m) for delivery in accordance with the
provisions of any agreement among the Fund, the
Custodian, a Subcustodian or a Foreign Custodian and a
futures commission merchant, relating to compliance
with the rules of the Commodity Futures Trading
Commission and/or any contract market, or any similar
organization or organizations, regarding account
deposits in connection with transactions by the Fund;
(n) upon the receipt of instructions from
the Transfer Agent for delivery to the Transfer Agent
or to the holders of Shares in connection with
distributions in kind in satisfaction of requests by
holders of Shares for repurchase or redemption; and
(o) for any other proper purpose, but only
upon receipt of Proper Instructions, and a certified
copy of a resolution of the Directors or of the
Executive Committee certified by the Secretary or an
Assistant Secretary of the Fund, specifying the
securities to be delivered, setting forth the purpose
for which such delivery is to be made, declaring such
purpose to be a proper purpose, and naming the person
or persons to whom delivery of such securities shall be
made.
3.3 Registration of Securities. Securities held by the
Custodian, a Subcustodian or a Foreign Custodian (other than
bearer Securities) shall be registered in the name or nominee
name of the Fund, in the name or nominee name of the Custodian or
in the name or nominee name of any Subcustodian or Foreign
Custodian. The Fund agrees to hold the Custodian, any such
nominee, Subcustodian or Foreign Custodian harmless from any
liability as a holder of record of such Securities.
3.4 Bank Accounts. The Custodian shall open and
maintain a separate bank account or accounts for the Fund,
subject only to draft or order by the Custodian acting pursuant
to the terms of this Agreement, and shall hold in such account or
accounts, subject to the provisions hereof, all cash received by
it hereunder from or for the account of the Fund, other than cash
maintained by the Fund in a bank account established and used in
accordance with Rule 17f-3 under the Investment Company Act.
Funds held by the Custodian for the Fund may be deposited by it
to its credit as Custodian in the banking departments of the
Custodian, a Subcustodian or a Foreign Custodian. It is
understood and agreed by the Custodian and the Fund that the rate
of interest, if any, payable on such funds (including foreign
currency deposits) that are deposited with the Custodian may not
be a market rate of interest and that the rate of interest
payable by the Custodian to the Fund shall be agreed upon by the
Custodian and the Fund from time to time. Such funds shall be
deposited by the Custodian in its capacity as Custodian and shall
be withdrawable by the Custodian only in that capacity.
3.5 Collection of Income; Trade Settlement; Crediting
of Accounts. The Custodian shall collect income payable with
respect to Securities owned by the Fund, settle Securities trades
for the account of the Fund and credit and debit the Fund's
account with the Custodian in connection therewith as follows:
(a) Upon receipt of Proper Instructions, the
Custodian shall effect the purchase of a Security by
charging the account of the Fund on the contractual
settlement date; provided, however, that in the case of
Foreign Securities, Proper Instructions are provided to
the Custodian by the Fund prior to the contractual
settlement date in accordance with, and within the time
period specified in the "Global Custody Guidelines for
the AGE High Income Fund, Inc." (the "Guidelines") as
adopted for the use of this Fund, as may be amended by
the Custodian from time to time in its sole discretion.
The Custodian shall have no liability of any kind to
any person, including the Fund, if the Custodian
effects payment on behalf of the Fund as provided for
herein or in Proper Instructions, and the seller or
selling broker fails to deliver the Securities
purchased.
(b) Upon receipt of Proper Instructions, the
Custodian shall effect the sale of a Security by
delivering a certificate or other indicia of ownership,
and shall credit the account of the Fund with the
proceeds of such sale on the contractual settlement
date; provided, however, that in the case of Foreign
Securities, Proper Instructions are provided to the
Custodian by the Fund prior to the contractual
settlement date in accordance with, and within the time
period specified in, the Guidelines. The Custodian
shall have no liability of any kind to any person,
including the Fund, if the Custodian delivers such a
certificate(s) or other indicia of ownership as
provided for herein or in Proper Instructions, and the
purchaser or purchasing broker fails to effect payment
to the Fund within a reasonable time period, as
determined by the Custodian in its sole discretion. In
such event, the Custodian shall be entitled to
reimbursement of the amount so credited to the account
of the Fund in connection with such sale.
(c) The Fund is responsible for ensuring
that the Custodian receives timely and accurate Proper
Instructions to enable the Custodian to effect
settlement of any purchase or sale. If the Custodian
does not receive such instructions within the required
time period, the Custodian shall have no liability of
any kind to any person, including the Fund, for failing
to effect settlement on the contractual settlement
date. However, the Custodian shall use its best
reasonable efforts to effect settlement as soon as
possible after receipt of Proper Instructions.
(d) The Custodian shall credit the account
of the Fund with interest income payable on interest
bearing Securities on payable date. Interest income on
cash balances will be credited monthly to the account
of the Fund on the first Business Day (on which the
Custodian is open for business) following the end of
each month. Dividends and other amounts payable with
respect to Domestic Securities and Foreign Securities
shall be credited to the account of the Fund when
received by the Custodian. The Custodian shall not be
required to commence suit or collection proceedings or
resort to any extraordinary means to collect such
income and other amounts payable with respect to
Securities owned by the Fund. The collection of income
due the Fund on Domestic Securities loaned pursuant to
the provisions of Subsection 3.2(j) shall be the
responsibility of the Fund. The Custodian will have
no duty or responsibility in connection therewith,
other than to provide the Fund with such information or
data as may be necessary to assist the Fund in
arranging for the timely delivery to the Custodian of
the income to which the Fund is entitled. The
Custodian shall have no liability to any person,
including the Fund, if the Custodian credits the
account of the Fund with such income or other amounts
payable with respect to Securities owned by the Fund
(other than Securities loaned by the Fund pursuant to
Subsection 3.2(j) hereof) and the Custodian
subsequently is unable to collect such income or other
amounts from the payors thereof within a reasonable
time period, as determined by the Custodian in its
sole discretion. In such event, the Custodian shall be
entitled to reimbursement of the amount so credited to
the account of the Fund.
3.6 Payment of Fund Monies. Upon receipt of Proper
Instructions the Custodian shall pay out monies of the Fund in
the following cases or as otherwise directed in Proper
Instructions:
(a) upon the purchase of Securities, futures
contracts or options on futures contracts for the
account of the Fund but only, except as otherwise
provided herein, (i) against the delivery of such
securities, or evidence of title to futures contracts
or options on futures contracts, to the Custodian or a
Subcustodian registered pursuant to Subsection 3.3
hereof or in proper form for transfer; (ii) in the case
of a purchase effected through a Securities System, in
accordance with the conditions set forth in Subsection
3.8 hereof; or (iii) in the case of repurchase
agreements entered into between the Fund and the
Custodian, another bank or a broker-dealer (A) against
delivery of the Securities either in certificated form
to the Custodian or a Subcustodian or through an entry
crediting the Custodian's account at the appropriate
Federal Reserve Bank with such Securities or (B)
against delivery of the confirmation evidencing
purchase by the Fund of Securities owned by the
Custodian or such broker-dealer or other bank along
with written evidence of the agreement by the Custodian
or such broker-dealer or other bank to repurchase such
Securities from the Fund;
(b) in connection with conversion, exchange
or surrender of Securities owned by the Fund as set
forth in Subsection 3.2 hereof;
(c) for the redemption or repurchase of
Shares issued by the Fund;
(d) for the payment of any expense or
liability incurred by the Fund, including but not
limited to the following payments for the account of
the Fund: custodian fees, interest, taxes, management,
accounting, transfer agent and legal fees and operating
expenses of the Fund whether or not such expenses are
to be in whole or part capitalized or treated as
deferred expenses; and
(e) for the payment of any dividends or
distributions declared by the Board of Directors with
respect to the Shares.
3.7 Appointment of Subcustodians. The Custodian may,
upon receipt of Proper Instructions, appoint another bank or
trust company, which is itself qualified under the Investment
Company Act to act as a custodian (a "Subcustodian"), as the
agent of the Custodian to carry out such of the duties of the
Custodian hereunder as the Custodian may from time to time
direct; provided, however, that the appointment of any
Subcustodian shall not relieve the Custodian of its
responsibilities or liabilities hereunder.
3.8 Deposit of Securities in Securities Systems. The
Custodian may deposit and/or maintain Domestic Securities owned
by the Fund in a Securities System in accordance with applicable
Federal Reserve Board and Securities and Exchange Commission
rules and regulations, if any, and subject to the following
provisions:
(a) the Custodian may hold Domestic
Securities of the Fund in the Depository Trust Company
or the Federal Reserve's book entry system or, upon
receipt of Proper Instructions, in another Securities
System provided that such securities are held in an
account of the Custodian in the Securities System
("Securities System Account") which shall not include
any assets of the Custodian other than assets held as a
fiduciary, custodian or otherwise for customers;
(b) the records of the Custodian with
respect to Domestic Securities of the Fund which are
maintained in a Securities System shall identify by
book-entry those Domestic Securities belonging to the
Fund;
(c) the Custodian shall pay for Domestic
Securities purchased for the account of the Fund upon
(i) receipt of advice from the Securities System that
such securities have been transferred to the Securities
System Account, and (ii) the making of an entry on the
records of the Custodian to reflect such payment and
transfer for the account of the Fund. The Custodian
shall transfer Domestic Securities sold for the account
of the Fund upon (A) receipt of advice from the
Securities System that payment for such securities has
been transferred to the Securities System Account, and
(B) the making of an entry on the records of the
Custodian to reflect such transfer and payment for the
account of the Fund. Copies of all advices from the
Securities System of transfers of Domestic Securities
for the account of the Fund shall be maintained for the
Fund by the Custodian and be provided to the Fund at
its request. Upon request, the Custodian shall furnish
the Fund confirmation of each transfer to or from the
account of the Fund in the form of a written advice or
notice; and
(d) upon request, the Custodian shall
provide the Fund with any report obtained by the
Custodian on the Securities System's accounting system,
internal accounting control and procedures for
safeguarding domestic securities deposited in the
Securities System.
3.9 Segregated Account. The Custodian shall upon
receipt of Proper Instructions establish and maintain a
segregated account or accounts for and on behalf of the Fund,
into which account or accounts may be transferred cash and/or
Securities, including Securities maintained in an account by the
Custodian pursuant to Section 3.8 hereof, (i) in accordance with
the provisions of any agreement among the Fund, the Custodian and
a broker-dealer or futures commission merchant, relating to
compliance with the rules of registered clearing corporations and
of any national securities exchange (or the Commodity Futures
Trading Commission or any registered contract market), or of any
similar organization or organizations, regarding escrow or other
arrangements in connection with transactions by the Fund, (ii)
for purposes of segregating cash or securities in connection with
options purchased, sold or written by the Fund or commodity
futures contracts or options thereon purchased or sold by the
Fund and (iii) for other proper corporate purposes, but only, in
the case of this clause (iii), upon receipt of, in addition to
Proper Instructions, a certified copy of a resolution of the
Board of Directors or of the Executive Committee certified by the
Secretary or an Assistant Secretary, setting forth the purpose or
purposes of such segregated account and declaring such purposes
to be proper corporate purposes.
3.10 Ownership Certificates for Tax Purposes. The
Custodian shall execute ownership and other certificates and
affidavits for all federal and state tax purposes in connection
with receipt of income or other payments with respect to domestic
securities of the Fund held by it and in connection with
transfers of such securities.
3.11 Proxies. The Custodian shall, with respect to
the Securities held hereunder, promptly deliver to the Fund all
proxies, all proxy soliciting materials and all notices relating
to such Securities. If the Securities are registered otherwise
than in the name of the Fund or a nominee of the Fund, the
Custodian shall use its best reasonable efforts, consistent with
applicable law, to cause all proxies to be promptly executed by
the registered holder of such Securities in accordance with
Proper Instructions.
3.12 Communications Relating to Fund Portfolio
Securities. The Custodian shall transmit promptly to the Fund
all written information (including, without limitation, pendency
of calls and maturities of Securities and expirations of rights
in connection therewith and notices of exercise of put and call
options written by the Fund and the maturity of futures contracts
purchased or sold by the Fund) received by the Custodian from
issuers of Securities being held for the Fund. With respect to
tender or exchange offers, the Custodian shall transmit promptly
to the Fund all written information received by the Custodian
from issuers of the Securities whose tender or exchange is sought
and from the party (or its agents) making the tender or exchange
offer. If the Fund desires to take action with respect to any
tender offer, exchange offer or any other similar transaction,
the Fund shall notify the Custodian at least three Business Days
prior to the date of which the Custodian is to take such action.
3.13 Reports by Custodian. The Custodian shall supply
to the Fund the daily, weekly and monthly reports described in
the Guidelines as well as any other reports which the Custodian
and the Fund may agree upon from time to time.
Section 4. CERTAIN DUTIES OF THE CUSTODIAN WITH RESPECT
TO ASSETS OF THE FUND HELD OUTSIDE THE UNITED
STATES
4.1 Custody outside the United States. The Fund
authorizes the Custodian to hold Foreign Securities and cash in
custody accounts which have been established by the Custodian
with (i) its foreign branches, (ii) foreign banking institutions,
foreign branches of United States banks and subsidiaries of
United States banks or bank holding companies (each a "Foreign
Custodian") and (iii) Foreign Securities depositories or clearing
agencies (each a "Foreign Securities Depository"); provided,
however, that the Board of Directors or the Executive Committee
has approved in advance the use of each such Foreign Custodian
and Foreign Securities Depository and the contract between the
Custodian and each Foreign Custodian and that such approval is
set forth in Proper Instructions and a certified copy of a
resolution of the Board of Directors or of the Executive
Committee certified by the Secretary or an Assistant Secretary of
the Fund. Unless expressly provided to the contrary in this
Section 4, custody of Foreign Securities and assets held outside
the United States by the Custodian, a Foreign Custodian or
through a Foreign Securities Depository shall be governed by
Section 3 hereof.
4.2 Assets to be Held. The Custodian shall limit the
securities and other assets maintained in the custody of its
foreign branches, Foreign Custodians and Foreign Securities
Depositories to: (i) "foreign securities", as defined in
paragraph (c) (1) of Rule 17f-5 under the Investment Company Act,
and (ii) cash and cash equivalents in such amounts as the
Custodian or the Fund may determine to be reasonably necessary to
effect the Fund's Foreign Securities transactions.
4.3 Foreign Securities Depositories. Except as may
otherwise be agreed upon in writing by the Custodian and the
Fund, assets of the Fund shall be maintained in Foreign
Securities Depositories only through arrangements implemented by
the Custodian or Foreign Custodians pursuant to the terms hereof.
4.4 Segregation of Securities. The Custodian shall
identify on its books and records as belonging to the Fund, the
Foreign Securities of the Fund held by each Foreign Custodian.
4.5 Agreements with Foreign Custodians. Each
agreement with a Foreign Custodian shall provide generally that:
(a) the Fund's assets will not be subject to any right, charge,
security interest, lien or claim of any kind in favor of the
Foreign Custodian or its creditors, except a claim of payment for
their safe custody or administration; (b) beneficial ownership
for the Fund's assets will be freely transferable without the
payment of money or value other than for custody or
administration; (c) adequate records will be maintained
identifying the assets as belonging to the Fund; (d) the
independent public accountants for the Fund, will be given access
to the records of the Foreign Custodian relating to the assets of
the Fund or confirmation of the contents of those records; (e)
the disposition of assets of the Fund held by the Foreign
Custodian will be subject only to the instructions of the
Custodian or its agents; (f) the Foreign Custodian shall
indemnify and hold harmless the Custodian and the Fund from and
against any loss, damage, cost, expense, liability or claim
arising out of or in connection with the Foreign Custodian's
performance of its obligations under such agreement; (g) to the
extent practicable, the Fund's assets will be adequately insured
in the event of loss; and (h) the Custodian will receive periodic
reports with respect to the safekeeping of the Fund's assets,
including notification of any transfer to or from the Fund's
account.
4.6 Access of Independent Accountants of the Fund.
Upon request of the Fund, the Custodian will use its best
reasonable efforts to arrange for the independent accountants of
the Fund to be afforded access to the books and records of any
Foreign Custodian insofar as such books and records relate to the
custody by any such Foreign Custodian of assets of the Fund.
4.7 Transactions in Foreign Custody Accounts. Upon
receipt of Proper Instructions, the Custodian shall instruct the
appropriate Foreign Custodian to transfer, exchange or deliver
Foreign Securities owned by the Fund, but, except to the extent
explicitly provided herein, only in any of the cases specified in
Subsection 3.2. Upon receipt of Proper Instructions, the
Custodian shall pay out or instruct the appropriate Foreign
Custodian to pay out monies of the Fund in any of the cases
specified in Subsection 3.6. Notwithstanding anything herein to
the contrary, settlement and payment for Foreign Securities
received for the account of the Fund and delivery of Foreign
Securities maintained for the account of the Fund may be effected
in accordance with the customary or established securities
trading or securities processing practices and procedures in the
jurisdiction or market in which the transaction occurs,
including, without limitation, delivering securities to the
purchaser thereof or to a dealer therefor (or an agent for such
purchaser or dealer) against a receipt with the expectation of
receiving later payment for such securities from such purchaser
or dealer. Foreign Securities maintained in the custody of a
Foreign Custodian may be maintained in the name of such entity or
its nominee name to the same extent as set forth in Section 3.3
of this Agreement and the Fund agrees to hold any Foreign
Custodian and its nominee harmless from any liability as a holder
of record of such securities.
4.8 Liability of Foreign Custodian. Each agreement
between the Custodian and a Foreign Custodian shall require the
Foreign Custodian to exercise reasonable care in the performance
of its duties and to indemnify and hold harmless the Custodian
and the Fund from and against any loss, damage, cost, expense,
liability or claim arising out of or in connection with the
Foreign Custodian's performance of such obligations. At the
election of the Fund, it shall be entitled to be subrogated to
the rights of the Custodian with respect to any claims against a
Foreign Custodian as a consequence of any such loss, damage,
cost, expense, liability or claim if and to the extent that the
Fund has not been made whole for any such loss, damage, cost,
expense, liability or claim.
4.9 Monitoring Responsibilities.
(a) The Custodian will promptly inform the
Fund in the event that the Custodian learns of a
material adverse change in the financial condition of a
Foreign Custodian or is notified by (i) a foreign
banking institution employed as a Foreign Custodian
that there appears to be a substantial likelihood that
its shareholders' equity will decline below $200
million or that its shareholders' equity has declined
below $200 million (in each case computed in accordance
with generally accepted United States accounting
principles) and denominated in U.S. dollars, or (ii) a
subsidiary of a United States bank or bank holding
company acting as a Foreign Custodian that there
appears to be a substantial likelihood that its
shareholders' equity will decline below $100 million or
that its shareholders' equity has declined below $100
million (in each case computed in accordance with
generally accepted United States accounting principles)
and denominated in U.S. dollars.
(b) The custodian will furnish such
information as may be reasonably necessary to assist
the Fund's Board of Directors in its annual review and
approval of the continuance of all contracts or
arrangements with Foreign Subcustodians.
Section 5. PROPER INSTRUCTIONS
As used in this Agreement, the term "Proper
Instructions" means instructions of the Fund received by the
Custodian via telephone or in Writing which the Custodian
believes in good faith to have been given by Authorized Persons
(as defined below) or which are transmitted with proper testing
or authentication pursuant to terms and conditions which the
Custodian may specify. Any Proper Instructions delivered to the
Custodian by telephone shall promptly thereafter be confirmed in
Writing by an Authorized Person, but the Fund will hold the
Custodian harmless for its failure to send such confirmation in
writing, the failure of such confirmation to conform to the
telephone instructions received or the Custodian's failure to
produce such confirmation at any subsequent time. Unless
otherwise expressly provided, all Proper Instructions shall
continue in full force and effect until cancelled or superseded.
If the Custodian requires test arrangements, authentication
methods or other security devices to be used with respect to
Proper Instructions, any Proper Instructions given by the Fund
thereafter shall be given and processed in accordance with such
terms and conditions for the use of such arrangements, methods or
devices as the Custodian may put into effect and modify from time
to time. The Fund shall safeguard any testkeys, identification
codes or other security devices which the Custodian shall make
available to it. The Custodian may electronically record any
Proper Instructions given by telephone, and any other telephone
discussions, with respect to its activities hereunder. As used
in this Agreement, the term "Authorized Persons" means such
officers or such agents of the Fund as have been designated by a
resolution of the Board of trustees or of the Executive
Committee, a certified copy of which has been provided to the
Custodian, to act on behalf of the Fund under this Agreement.
Each of such persons shall continue to be an Authorized Person
until such time as the Custodian receives Proper Instructions
that any such officer or agent is no longer an Authorized Person.
Section 6. ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY
The Custodian may in its discretion, without express
authority from the Fund:
(a) make payments to itself or others for
minor expenses of handling Securities or other similar
items relating to its duties under this Agreement,
provided that all such payments shall be accounted for
to the Fund;
(b) endorse for collection, in the name of
the Fund, checks, drafts and other negotiable
instruments; and
(c) in general, attend to all
non-discretionary details in connection with the sale,
exchange, substitution, purchase, transfer and other
dealings with the Securities and property of the Fund
except as otherwise provided in Proper Instructions.
Section 7. EVIDENCE OF AUTHORITY
The Custodian shall be protected in acting upon any
instructions (conveyed by telephone or in Writing), notice,
request, consent, certificate or other instrument or paper
believed by it to be genuine and to have been properly given or
executed by or on behalf of the Fund. The Custodian may receive
and accept a certified copy of a resolution of the Board of
Directors or Executive Committee as conclusive evidence (a) of
the authority of any person to act in accordance with such
resolution or (b) of any determination or of any action by the
Board of Directors or Executive Committee as described in such
resolution, and such resolution may be considered as in full
force and effect until receipt by the Custodian of written notice
by an Authorized Person to the contrary.
Section 8. DUTY OF CUSTODIAN TO SUPPLY INFORMATION
The Custodian shall cooperate with and supply necessary
information in its possession (to the extent permissible under
applicable law) to the entity or entities appointed by the Board
of Directors to keep the books of account of the Fund and/or
compute the net asset value per Share of the outstanding Shares
of the Fund.
Section 9. RECORDS
The Custodian shall create and maintain all records
relating to its activities under this Agreement which are
required with respect to such activities under Section 31 of the
Investment Company Act and Rules 31a-1 and 31a-2 thereunder. All
such records shall be the property of the Fund and shall at all
times during the regular business hours of the Custodian be open
for inspection by duly authorized officers, employees or agents
of the Fund and employees and agents of the Securities and
Exchange Commission. The Custodian shall, at the Fund's request,
supply the Fund with a tabulation of Securities owned by the Fund
and held by the Custodian and shall, when requested to do so by
the Fund and for such compensation as shall be agreed upon
between the Fund and the Custodian, include certificate numbers
in such tabulations.
Section 10. COMPENSATION OF CUSTODIAN
The Custodian shall be entitled to reasonable
compensation for its services and expenses as Custodian, as
agreed upon from time to time between the Fund and the Custodian.
Section 11. RESPONSIBILITY OF CUSTODIAN
The Custodian shall be responsible for the performance
of only such duties as are set forth herein or contained in
Proper Instructions and shall use reasonable care in carrying out
such duties. The Custodian shall be liable to the Fund for any
loss which shall occur as the result of the failure of a Foreign
Custodian or a Foreign Securities Depository engaged by such
Foreign Custodian or the Custodian to exercise reasonable care
with respect to the safekeeping of securities and other assets of
the Fund to the same extent that the Custodian would be liable to
the Fund if the Custodian itself were holding such securities and
other assets. In the event of any loss to the Fund by reason of
the failure of the Custodian, a Foreign Custodian or a Foreign
Securities Depository engaged by such Foreign Custodian or the
Custodian to utilize reasonable care, the Custodian shall be
liable to the Fund to the extent of the Fund's damages, to be
determined based on the market value of the property which is the
subject of the loss at the date of discovery of such loss and
without reference to any special conditions or circumstances.
The Custodian shall be held to the exercise of reasonable care in
carrying out this Agreement. The Fund agrees to indemnify and
hold harmless the Custodian and its nominees from all taxes,
charges, expenses, assessments, claims and liabilities (including
legal fees and expenses) incurred by any of them in connection
with the performance of this Agreement, except such as may arise
from any negligent action, negligent failure to act or willful
misconduct on the part of the indemnified entity or any Foreign
Custodian or Foreign Securities Depository. The Custodian shall
be entitled to rely, and may act, on advice of counsel (who may
be counsel for the Fund) on all matters and shall be without
liability for any action reasonably taken or omitted pursuant to
such advice. The Custodian need not maintain any insurance for
the benefit of the Fund.
All collections of funds or other property paid or
distributed in respect of Securities held by the Custodian,
agent, Subcustodian or Foreign Custodian hereunder shall be made
at the risk of the Fund. The Custodian shall have no liability
for any loss occasioned by delay in the actual receipt of notice
by the Custodian, agent, Subcustodian or by a Foreign Custodian
of any payment, redemption or other transaction regarding
securities in respect of which the Custodian has agreed to take
action as provided in Section 3 hereof. The Custodian shall not
be liable for any action taken in good faith upon Proper
Instructions or upon any certified copy of any resolution of the
Board of Directors and may rely on the genuineness of any such
documents which it may in good faith believe to be validly
executed. The Custodian shall not be liable for any loss
resulting from, or caused by, the direction of the Fund to
maintain custody of any Securities or cash in a foreign country
including, but not limited to, losses resulting from
nationalization, expropriation, currency restrictions, civil
disturbance, acts of war or terrorism, insurrection, revolution,
nuclear fusion, fission or radiation or other similar occurrences
or events beyond the control of the Custodian. Finally, the
Custodian shall not be liable for any taxes, including interest
and penalties with respect thereto, that may be levied or
assessed upon or in respect of any assets of the Fund held by the
Custodian.
Section 12. LIMITED LIABILITY OF THE FUND
The Custodian acknowledges that it has received notice
of and accepts the limitations of the Fund's liability as set
forth in its Agreement and Declaration of Fund. The Custodian
agrees that the Fund's obligation hereunder shall be limited to
the assets of the Fund, and that the Custodian shall not seek
satisfaction of any such obligation from the shareholders of the
Fund nor from any Director, officer, employee, or agent of the
Fund.
Section 13. EFFECTIVE PERIOD; TERMINATION
This Agreement shall become effective as of the date of
its execution and shall continue in full force and effect until
terminated as hereinafter provided. This Agreement may be
terminated by the Fund or the Custodian by 60 days notice in
Writing to the other provided that any termination by the Fund
shall be authorized by a resolution of the Board of Directors, a
certified copy of which shall accompany such notice of
termination, and provided further, that such resolution shall
specify the names of the persons to whom the Custodian shall
deliver the assets of the Fund held by it. If notice of
termination is given by the Custodian, the Fund shall, within 60
days following the giving of such notice, deliver to the
Custodian a certified copy of a resolution of the Board of
Directors specifying the names of the persons to whom the
Custodian shall deliver assets of the Fund held by it. In either
case the Custodian will deliver such assets to the persons so
specified, after deducting therefrom any amounts which the
Custodian determines to be owed to it hereunder (including all
costs and expenses of delivery or transfer of Fund assets to the
persons so specified). If within 60 days following the giving of
a notice of termination by the Custodian, the Custodian does not
receive from the Fund a certified copy of a resolution of the
Board of Directors specifying the names of the persons to whom
the Custodian shall deliver the assets of the Fund held by it,
the Custodian, at its election, may deliver such assets to a bank
or trust company doing business in the State of California to be
held and disposed of pursuant to the provisions of this Agreement
or may continue to hold such assets until a certified copy of one
or more resolutions as aforesaid is delivered to the Custodian.
The obligations of the parties hereto regarding the use of
reasonable care, indemnities and payment of fees and expenses
shall survive the termination of this Agreement.
Section 14. MISCELLANEOUS
14.1 Relationship. Nothing contained in this
Agreement shall (i) create any fiduciary, joint venture or
partnership relationship between the Custodian and the Fund or
(ii) be construed as or constitute a prohibition against the
provision by the Custodian or any of its affiliates to the Fund
of investment banking, securities dealing or brokerages services
or any other banking or financial services.
14.2 Further Assurances. Each party hereto shall
furnish to the other party hereto such instruments and other
documents as such other party may reasonably request for the
purpose of carrying out or evidencing the transactions
contemplated by this Agreement.
14.3 Attorneys' Fees. If any lawsuit or other action
or proceeding relating to this Agreement is brought by a party
hereto against the other party hereto, the prevailing party shall
be entitled to recover reasonable attorneys' fees, costs and
disbursements (including allocated costs and disbursements of
in-house counsel), in addition to any other relief to which the
prevailing party may be entitled.
14.4 Notices. Except as otherwise specified herein,
each notice or other communication hereunder shall be in Writing
and shall be delivered to the intended recipient at the following
address (or at such other address as the intended recipient shall
have specified in a written notice given to the other parties
hereto):
if to the Fund :
AGE High Income Fund, Inc.
c/o Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, CA 94404
Attention: Fund Manager
if to the Custodian:
Bank of America NT&SA
International Securities Services
25 Cannon Street
London EC4P HN
England
Attention: Manager
14.5 Headings. The underlined headings contained
herein are for convenience of reference only, shall not be deemed
to be a part of this Agreement and shall not be referred to in
connection with the interpretation hereof.
14.6 Counterparts. This Agreement may be executed in
counterparts, each of which shall constitute an original and both
of which, when taken together, shall constitute one agreement.
14.7 Governing Law. This Agreement shall be construed
in accordance with, and governed in all respects by, the laws of
the State of California (without giving effect to principles of
conflict of laws).
14.8 Force Majeure. Subject to the provisions of
Section 11 hereof regarding the Custodian's general standard of
care, no failure, delay or default in performance of any
obligation hereunder shall constitute an event of default or a
breach of this agreement, or give rise to any liability
whatsoever on the part of one party hereto to the other, to the
extent that such failure to perform, delay or default arises out
of a cause beyond the control and without negligence of the party
otherwise chargeable with failure, delay or default; including,
but not limited to: action or inaction of governmental, civil or
military authority; fire; strike; lockout or other labor dispute;
flood; war; riot; theft; earthquake; natural disaster; breakdown
of public or common carrier communications facilities; computer
malfunction; or act, negligence or default of the other party.
This paragraph shall in no way limit the right of either party to
this Agreement to make any claim against third parties for any
damages suffered due to such causes.
14.9 Successors and Assigns. This Agreement shall be
binding upon, and shall inure to the benefit of, the parties
hereto and their respective successors and assigns, if any.
14.10 Waiver. No failure on the part of any person to
exercise any power, right, privilege or remedy hereunder, and no
delay on the part of any person in the exercise of any power,
right, privilege or remedy hereunder, shall operate as a waiver
thereof; and no single or partial exercise of any such power,
right, privilege or remedy shall preclude any other or further
exercise thereof or of any other power, right, privilege or
remedy.
14.11 Amendments. This Agreement may not be amended,
modified, altered or supplemented other than by means of an
agreement or instrument executed on behalf of each of the parties
hereto.
14.12 Severability. In the event that any provision
of this Agreement, or the application of any such provision to
any person or set of circumstances, shall be determined to be
invalid, unlawful, void or unenforceable to any extent, the
remainder of this Agreement, and the application of such
provision to persons or circumstances other than those as to
which it is determined to be invalid, unlawful, void or
unenforceable, shall not be impaired or otherwise affected and
shall continue to be valid and enforceable to the fullest extent
permitted by law.
14.13 Parties in Interest. None of the provisions of
this Agreement is intended to provide any rights or remedies to
any person other than the Fund and the Custodian and their
respective successors and assigns, if any.
14.14 Entire Agreement. This Agreement sets forth the
entire understanding of the parties hereto and supersedes all
prior agreements and understandings between the parties hereto
relating to the subject matter hereof.
14.15 Variations of Pronouns. Whenever required by
the context hereof, the singular number shall include the
plural, and vice versa; the masculine gender shall include the
feminine and neuter genders; and the neuter gender shall
include the masculine and feminine genders.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed and delivered as of the date first above
written.
"Custodian": BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By: /s/ John B. Housen
Its_____________________________
"Fund" AGE High Income Fund, Inc.
By: /s/ Rupert H. Johnson, Jr.
Its: President
AGE HIGH INCOME FUND, INC.
Preamble to Distribution Plan
The following Distribution Plan (the "Plan") has been
adopted pursuant to Rule 12b-1 under the Investment Company Act
of 1940 (the "Act") by AGE High Income Fund, Inc. (the "Fund"),
which Plan shall take effect on the 1st day of May, 1994 (the
"Effective Date of the Plan"). The Plan has been approved by a
majority of the Board of Directors of the Fund (the "Board of
Directors"), including a majority of the directors who are not
interested persons of the Fund and who have no direct or indirect
financial interest in the operation of the Plan (the
"non-interested directors"), cast in person at a meeting called
for the purpose of voting on such Plan.
In reviewing the Plan, the Board of Directors considered the
schedule and nature of payments and terms of the Management
Agreement between the Fund and Franklin Advisers, Inc.
("Advisers") and the terms of the Underwriting Agreement between
the Fund and Franklin/Templeton Distributors, Inc.
("Distributors"). The Board of Directors concluded that the
compensation of Advisers under the Management Agreement, and of
Distributors, under the Underwriting Agreement, was fair and not
excessive; however, the Board of Directors also recognized that
uncertainty may exist from time to time with respect to whether
payments to be made by the Fund to Advisers, Distributors, or
others or by Advisers or Distributors to others may be deemed to
constitute distribution expenses. Accordingly, the Board of
Directors determined that the Plan should provide for such
payments and that adoption of the Plan would be prudent and in
the best interest of the Fund and its shareholders. Such approval
included a determination that in the exercise of their reasonable
business judgment and in light of their fiduciary duties, there
is a reasonable likelihood that the Plan will benefit the Fund
and its shareholders.
DISTRIBUTION PLAN
1. The Fund shall reimburse Distributors or others for all
expenses incurred by Distributors or others in the promotion and
distribution of the shares of the Fund, including but not limited
to, the printing of prospectuses and reports used for sales
purposes, expenses of preparing and distributing sales literature
and related expenses, advertisements, and other distribution-
related expenses, including a prorated portion of Distributors'
overhead expenses attributable to the distribution of Fund
shares, as well as any distribution or service fees paid to
securities dealers or their firms or others who have executed a
servicing agreement with the Fund, Distributors or its
affiliates, which form of agreement has been approved from time
to time by the directors, including the non-interested directors.
2. The maximum amount which may be reimbursed by the Fund to
Distributors or others pursuant to Paragraph 1 herein shall be
0.15% per annum of the average daily net assets of the Fund. Said
reimbursement shall be made quarterly by the Fund to Distributors
or others.
3. In addition to the payments which the Fund is authorized to
make pursuant to paragraphs 1 and 2 hereof, to the extent that
the Fund, Advisers, Distributors or other parties on behalf of
the Fund, Advisers or Distributors make payments that are deemed
to be payments for the financing of any activity primarily
intended to result in the sale of shares issued by the Fund
within the context of Rule 12b-1 under the Act, then such
payments shall be deemed to have been made pursuant to the Plan.
In no event shall the aggregate asset-based sales charges
which include payments specified in paragraphs 1 and 2, plus any
other payments deemed to be made pursuant to the Plan under this
paragraph, exceed the amount permitted to be paid pursuant to the
Rules of Fair Practice of the National Association of Securities
Dealers, Inc., Article III, Section 26(d).
4. Distributors shall furnish to the Board of Directors, for
their review, on a quarterly basis, a written report of the
monies reimbursed to it and to others under the Plan, and shall
furnish the Board of Directors with such other information as the
Board of Directors may reasonably request in connection with the
payments made under the Plan in order to enable the Board of
Directors to make an informed determination of whether the Plan
should be continued.
5. The Plan shall continue in effect for a period of more than
one year only so long as such continuance is specifically
approved at least annually by a vote of the Board of Directors,
including the non-interested directors, cast in person at a
meeting called for the purpose of voting on the Plan.
6. The Plan, and any agreements entered into pursuant to this
Plan, may be terminated at any time, without penalty, by vote of
a majority of the outstanding voting securities of the or by
vote of a majority of the non-interested directors, on not more
than sixty (60) days' written notice, or by Distributors on not
more than sixty (60) days' written notice, and shall terminate
automatically in the event of any act that constitutes an
assignment of the Management Agreement between the Fund and
Advisers.
7. The Plan, and any agreements entered into pursuant to this
Plan, may not be amended to increase materially the amount to be
spent for distribution pursuant to Paragraph 2 hereof without
approval by a majority of the Fund's outstanding voting
securities.
8. All material amendments to the Plan, or any agreements
entered into pursuant to this Plan, shall be approved by a vote
of the non-interested directors cast in person at a meeting
called for the purpose of voting on any such amendment.
9. So long as the Plan is in effect, the selection and
nomination of the Fund's non-interested directors shall be
committed to the discretion of such non-interested directors.
This Plan and the terms and provisions thereof are hereby
accepted and agreed to by the Fund and Distributors as evidenced
by their execution hereof.
AGE HIGH INCOME FUND, INC.
By: /s/ Deborah R. Gatzek
FRANKLIN/TEMPLETON DISTRIBUTORS, INC.
By: /s/ Harmon E. Burns
CLASS II DISTRIBUTION PLAN
I. Investment Company: AGE HIGH INCOME FUND, INC.
II. Fund: AGE HIGH INCOME FUND, INC.
III. Maximum Per Annum Rule 12b-1 Fees for Class II Shares
(as a percentage of average daily net assets of the class)
A. Distribution Fee: 0.50%
B. Service Fee: 0.15%
PREAMBLE TO CLASS II DISTRIBUTION PLAN
The following Distribution Plan (the "Plan") has been
adopted pursuant to Rule 12b-1 under the Investment Company Act
of 1940 (the "Act") by the Investment Company named above
("Investment Company") for the class II shares (the "Class") of
each Fund named above ("Fund"), which Plan shall take effect as
of the date class II shares are first offered (the "Effective
Date of the Plan"). The Plan has been approved by a majority of
the Board of Directors or Trustees of the Investment Company (the
"Board"), including a majority of the Board members who are not
interested persons of the Investment Company and who have no
direct, or indirect financial interest in the operation of the
Plan (the "non-interested Board members"), cast in person at a
meeting called for the purpose of voting on such Plan.
In reviewing the Plan, the Board considered the schedule and
nature of payments and terms of the Management Agreement between
the Investment Company and Franklin Advisers, Inc. and the terms
of the Underwriting Agreement between the Investment Company and
Franklin/Templeton Distributors, Inc. ("Distributors"). The
Board concluded that the compensation of Advisers, under the
Management Agreement, and of Distributors, under the Underwriting
Agreement, was fair and not excessive. The approval of the Plan
included a determination that in the exercise of their reasonable
business judgment and in light of their fiduciary duties, there
is a reasonable likelihood that the Plan will benefit the Fund
and its shareholders.
DISTRIBUTION PLAN
1. (a) The Fund shall pay to Distributors a quarterly fee
not to exceed the above-stated maximum distribution fee per annum
of the Class' average daily net assets represented by shares of
the Class, as may be determined by the Board from time to time.
(b) In addition to the amounts described in (a) above,
the Fund shall pay (i) to Distributors for payment to dealers or
others, or (ii) directly to others, an amount not to exceed the
above-stated maximum service fee per annum of the Class' average
daily net assets represented by shares of the Class, as may be
determined by the Fund's Board from time to time, as a service
fee pursuant to servicing agreements which have been approved
from time to time by the Board, including the non-interested
Board members.
2. (a) Distributors shall use the monies paid to it
pursuant to Paragraph 1(a) above to assist in the distribution
and promotion of shares of the Class. Payments made to
Distributors under the Plan may be used for, among other things,
the printing of prospectuses and reports used for sales purposes,
expenses of preparing and distributing sales literature and
related expenses, advertisements, and other distribution-related
expenses, including a pro-rated portion of Distributors' overhead
expenses attributable to the distribution of Class shares, as
well as for additional distribution fees paid to securities
dealers or their firms or others who have executed agreements
with the Investment Company, Distributors or its affiliates,
which form of agreement has been approved from time to time by
the Trustees, including the non-interested trustees. In
addition, such fees may be used to pay for advancing the
commission costs to dealers or others with respect to the sale of
Class shares.
(b) The monies to be paid pursuant to paragraph 1(b)
above shall be used to pay dealers or others for, among other
things, furnishing personal services and maintaining shareholder
accounts, which services include, among other things, assisting
in establishing and maintaining customer accounts and records;
assisting with purchase and redemption requests; arranging for
bank wires; monitoring dividend payments from the Fund on behalf
of customers; forwarding certain shareholder communications from
the Fund to customers; receiving and answering correspondence;
and aiding in maintaining the investment of their respective
customers in the Class. Any amounts paid under this paragraph
2(b) shall be paid pursuant to a servicing or other agreement,
which form of agreement has been approved from time to time by
the Board.
3. In addition to the payments which the Fund is authorized
to make pursuant to paragraphs 1 and 2 hereof, to the extent that
the Fund, Advisers, Distributors or other parties on behalf of
the Fund, Advisers or Distributors make payments that are deemed
to be payments by the Fund for the financing of any activity
primarily intended to result in the sale of Class shares issued
by the Fund within the context of Rule 12b-1 under the Act, then
such payments shall be deemed to have been made pursuant to the
Plan.
In no event shall the aggregate asset-based sales charges
which include payments specified in paragraphs 1 and 2, plus any
other payments deemed to be made pursuant to the Plan under this
paragraph, exceed the amount permitted to be paid pursuant to the
Rules of Fair Practice of the National Association of Securities
Dealers, Inc., Article III, Section 26(d).
4. Distributors shall furnish to the Board, for its review,
on a quarterly basis, a written report of the monies reimbursed
to it and to others under the Plan, and shall furnish the Board
with such other information as the Board may reasonably request
in connection with the payments made under the Plan in order to
enable the Board to make an informed determination of whether the
Plan should be continued.
5. The Plan shall continue in effect for a period of more
than one year only so long as such continuance is specifically
approved at least annually by the Board, including the non-
interested Board members, cast in person at a meeting called for
the purpose of voting on the Plan.
6. The Plan, and any agreements entered into pursuant to
this Plan, may be terminated at any time, without penalty, by
vote of a majority of the outstanding voting securities of the
Fund or by vote of a majority of the non-interested Board
members, on not more than sixty (60) days' written notice, or by
Distributors on not more than sixty (60) days' written notice,
and shall terminate automatically in the event of any act that
constitutes an assignment of the Management Agreement between the
Fund and Advisers.
7. The Plan, and any agreements entered into pursuant to
this Plan, may not be amended to increase materially the amount
to be spent for distribution pursuant to Paragraph 1 hereof
without approval by a majority of the Fund's outstanding voting
securities.
8. All material amendments to the Plan, or any agreements
entered into pursuant to this Plan, shall be approved by the non-
interested Board members cast in person at a meeting called for
the purpose of voting on any such amendment.
9. So long as the Plan is in effect, the selection and
nomination of the Fund's non-interested Board members shall be
committed to the discretion of such non-interested Board members.
This Plan and the terms and provisions thereof are hereby
accepted and agreed to by the Investment Company and Distributors
as evidenced by their execution hereof.
Date: , 1995
Investment Company
By:
Franklin/Templeton Distributors, Inc.
By:
POWER OF ATTORNEY
The undersigned officers and directors of AGE HIGH INCOME
FUND, INC. (the "Registrant") hereby appoint HARMON E. BURNS,
DEBORAH R. GATZEK, KAREN L. SKIDMORE, LARRY L. GREENE AND MARK H.
PLAFKER,(with full power to each of them to act alone) his
attorney-in-fact and agent, in all capacities, to execute, and to
file any of the documents referred to below relating to Post-
Effective Amendments to the Registrant's registration statement
on Form N-1A under the Investment Company Act of 1940, as
amended, and under the Securities Act of 1933 covering the sale
of shares by the Registrant under prospectuses becoming effective
after this date, including any amendment or amendments increasing
or decreasing the amount of securities for which registration is
being sought, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory
authority. Each of the undersigned grants to each of said
attorneys, full authority to do every act necessary to be done in
order to effectuate the same as fully, to all intents and
purposes as he could do if personally present, thereby ratifying
all that said attorneys-in-fact and agents, may lawfully do or
cause to be done by virtue hereof.
The undersigned officers and directors hereby execute this
Power of Attorney as of this 17th day of January 1995.
/s/ Rupert H. Johnson, Jr. /s/ Frank H. Abbott
Rupert H. Johnson, Jr., Frank H. Abbott, III,
Director
Principal Executive Officer
and Director
/s/ Harmon E. Burns /s/ Robert F. Carlson
Harmon E. Burns, Director Robert F. Carlson, Director
/s/ Roy V. Fox /s/ S. Joseph Fortunato
Roy V. Fox, Director S. Joseph Fortunato, Director
/s/ R. Martin Wiskemann /s/ Martin L. Flanagan
R. Martin Wiskemann, Director Martin L. Flanagan, Principal
Financial Officer
/s/ Diomedes Loo-Tam
Diomedes Loo-Tam,
Principal Accounting Officer
CERTIFICATE OF SECRETARY
I, Deborah R. Gatzek, certify that I am Secretary of AGE High
Income Fund, Inc. (the "Fund").
As Secretary of the Fund, I further certify that the following
resolution was adopted by a majority of the Directors of the Fund
present at a meeting held at 777 Mariners Island Boulevard, San
Mateo, California, on January 17, 1995.
RESOLVED, that a Power of Attorney, substantially in the
form of the Power of Attorney presented to this Board,
appointing Harmon E. Burns, Deborah R. Gatzek, Karen L.
Skidmore, Larry L. Greene and Mark H. Plafker as attorneys-
in-fact for the purpose of filing documents with the
Securities and Exchange Commission, be executed by each
Director and designated officer.
I declare under penalty of perjury that the matters set forth in
this certificate are true and correct of my own knowledge.
/s/ Deborah R. Gatzek
Dated: January 17, 1995 Deborah R. Gatzek
Secretary
