LAUREL TRUST COMPANY PRIVATE
AGREEMENT FOR THE TRANSFER AND REGISTRATION OF
STOCK, AND THE DISBURSEMENT OF DIVIDENDS
THIS AGREEMENT dated as of between Laurel Trust
Company ("Trust Company") and NRM Investment Company (the "Issuer").
WITNESSETH
WHEREAS, the Issuer desires to appoint Trust Company Transfer Agent,
Dividend Disbursing Agent, and Registrar; and
WHEREAS, the parties desire to set forth their respective rights and
obligations concerning this appointment.
NOW THEREFORE, the parties hereto, intending to be legally bound, hereby
covenant and agree as follows:
I. GENERAL
1. Documents to be Filed with Resolution of Appointment
With a copy of this Agreement executed by a duly authorized officer of
the Issuer and the resolutions of Issuer's Board of Directors (in the form
annexed hereto) appointing Trust Company as Transfer Agent, Dividend
Disbursing Agent and Registrar, and adopting procedures with respect to lost
securities, the Issuer shall file with Trust Company:
(a) Issuer's complete, current registration statement;
(b) a specimen share certificate certified by the Secretary or
Assistant Secretary of the Issuer to be a specimen of the duly
authorized share certificate of the Issuer, and to be the only form
of share certificate for the outstanding shares;
(c) a signature card bearing a list of names and specimen signatures of
all officers of the Issuer whose signatures may appear on stock
certificates now outstanding, or to be issued, or who are
authorized to
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give instructions to Trust Company as provided in this Agreement;
(d) an opinion of the Issuer's counsel as to (i) the valid organization
and existence of the Issuer, (ii) the due authorization and
issuance of the stock for which Trust Company is appointed, (iii)
the proper form of the stock certificates under the laws of the
state of incorporation, (iv) the due registration of such stock
under the Securities Act of 1933 and the Investment Company Act of
1940, as amended, (v) whether there are any restrictions on
transfer of Issuer's shares (vi) that no order or consent of a
governmental or regulatory authority other than disclosed in the
registration statement is required in connection with the issuance
of such stock; (vii) whether a prospectus must be delivered in
connection with the sale of any of Issuer's shares; (viii) whether
Pennsylvania, as the state of incorporation permits the use of
facsimile signature by the Transfer Agent and (ix) whether there
are transfer taxes associated with the issuance of shares.
(e) A list of stockholders showing names, addresses, amounts and
certificates;
(f) A certificate of the Secretary or Assistant Secretary of the
Issuer; (i) stating that there are no shares of stock of the Issuer
outstanding, the transfer of which is restricted by applicable
securities laws and regulations, by agreement or (ii) where the
opinion of the Issuer's counsel referred to in subparagraph (d)
above indicates that a prospectus must be delivered in connection
with the issuance of stock, naming the party or parties who will be
responsible for the delivery of the prospectus, and undertaking to
notify Trust Company in writing in the event any such prospectus
ceases to be current under the Securities Act of 1933 or the
Investment Company Act of 1940, each as amended.
2. Limit of Authority
The authority of Trust Company as Transfer Agent or Registrar shall,
unless expressly limited by the resolution of appointment or subsequently by
corporate action, extend to all of the shares authorized to be issued at the
time of such appointment and subsequent thereto. Specifically, as of the date
hereof the Issuer has 4,291,307 shares outstanding and has registered an
indefinite number of additional shares under Rule 24f-2 of the Securities Act
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of 1933. The Trust Company's authority extends to outstanding shares and any
shares issued pursuant to 24f-2.
3. Death, Resignation or Removal of Officers of Issuer
Trust Company shall not be charged with notice of any change in the
officers of the Issuer until the Issuer gives notice in writing of such
change to the Stock Transfer Department of Trust Company.
In case any officer of the Issuer who shall have signed blank stock (or
whose facsimile signature shall have been used) shall die, resign, or be
removed prior to the issuance of such certificates, Trust Company, as
Transfer Agent and Registrar may issue or register such stock certificates as
the stock certificates of the Issuer, notwithstanding such death, resignation
or removal, unless specifically directed to the contrary by the Issuer in
writing, and the Issuer shall file promptly with Trust Company such approval,
adoption, or ratification as may be required by law.
4. Future Amendments of Charter and Bylaws and Registration Statement
The Issuer will promptly file with Trust Company copies of all
amendments to its Certificate of Incorporation, certified by the Secretary of
State of the State of Incorporation; to its Bylaws, certified by the
Secretary or Assistant Secretary of the Issuer, subsequent to the date of
certification of such documents previously filed; and to its registration
statement certified to by its counsel.
5. Material Mailed by Trust Company
Material mailed by Trust Company shall, wherever possible, be designed
to suit any mechanical equipment Trust Company employs for mailing purposes.
6. Resignation or Removal
Trust Company may resign at any time following thirty days written
notice by mailing, postage prepaid, written notice of such resignation to the
Issuer at its last known address, and thereupon its duties as Transfer Agent
and Registrar shall cease. Trust Company may at any time, by a resolution of
the Board of Directors of the Issuer, be removed as Transfer Agent and
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Registrar, such removal to become effective upon receipt by Trust Company of
a certified copy of such resolution and upon the payment of all amounts due
Trust Company in connection with such agency. Upon resignation or removal,
Trust Company may, to the extent permitted by law, deliver to its successor
or to the Issuer its records as agent. If the Issuer made prepayments, they
shall be apportioned to the day of termination and the amount not earned
shall be refunded promptly.
7. Limitation of Liability; Indemnification
Trust Company may, but need not, rely conclusively and act or refuse to
act without further investigation upon any list, instruction, certification,
authorization, stock certificate, or other instrument or paper believed by it
in good faith to be genuine and unaltered, and to have been signed,
countersigned or executed by any duly authorized person or persons, or upon
the instruction of any officer of the Issuer or the advice of counsel for the
Issuer. Trust Company may make any transfer or registration of certificates
for such shares which is believed by it in good faith to be duly authorized
or to be required by law or may refuse to make or delay any such transfer or
registration if in good faith Trust Company deems such refusal necessary in
order to avoid any liability upon either the Issuer or itself. The Issuer
shall indemnify and hold harmless Trust Company and, if Trust Company so
requests, shall defend Trust Company from and against any and all losses,
costs, and expenses including, without limitation, reasonable attorneys'
fees, claims, and liability which it may suffer or incur (a) by reason of so
relying or acting or refusing to act, (b) by reason of any act or omission of
the Issuer and (c) by reason of any non-negligent action or inaction by Trust
Company in accordance with this Agreement or in accordance with the
provisions of the Uniform Commercial Code or any other applicable statutes.
8. Fees
In consideration of Trust Company acting as Transfer Agent, Registrar,
and Dividend Disbursing Agent, the Issuer shall pay to Trust Company such
fees as designated on the standard fee schedule in effect at the time the
services are performed.
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9. Notices
Any notice or other communication required by or permitted to be given in
connection with this Agreement shall be in writing and shall be delivered in
person or sent by first class mail or overnight delivery to the parties as
follows:
To the Issuer:
Edward Fackenthal, Esq.
One Montgomery Plaza, Suite 902
P.O. Box 751
Norristown, PA 19404
To the Trust Company:
Laurel Trust Company
551 Main Street
BT Financial Plaza
Johnstown, PA 15901
II. AS TRANSFER AGENT
1. Original Issue of Share Certificates
Trust Company will perform such duties as Transfer Agent as designated
on Schedule A. Trust Company as Transfer Agent will make original issues of
stock certificates upon the written requisition of any authorized officer or
create non-certificated accounts for shareholders of the Issuer in accordance
with the Issuer's current registration statement, the Securities Act of 1933
and the Investment Act of 1940.
2. Issue, Redemption and Transfer of Stock
Shares of stock will be issued, redeemed or transferred in compliance
with the Investment Company Act of 1940 and the Issuer's registration
statement, together with satisfactory evidence of compliance with all
applicable laws relating to the collection of taxes or funds necessary for
the payment of such taxes. In its capacity as custodian for the Issuer, Trust
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Company shall calculate the net asset value in accordance with the current
registration statement and Rule 2a-4 under the Investment Company Act of 1940
and issue shares or credit accounts or make redemptions in accordance such
calculation. The Trust Company shall mail to each shareholder a confirmation
of each purchase or redemption. Such confirmation will show the prior share
balance, the new share balance, the shares for which certificates are
outstanding, the amount invested or redeemed and the price paid for the newly
purchased shares or the redemption proceeds for shares redeemed.
3. Transfer of Restricted Stock
All requests for transfer of shares of stock subject to transfer
restrictions under securities laws and regulations or otherwise shall be
accompanied by either (a) an opinion of the Issuer's counsel stating that the
proposed transfer is exempt from registration requirements of the Securities
Act of 1933, as amended, and identifying the facts and the applicable section
(and rule, if applicable) of the Act relied upon for such opinion or that the
shares have been duly registered (stating the effective date thereof) under
the Securities Act of 1933, as amended, or (b) an opinion of other counsel as
to the above under cover of a letter from an officer of the Issuer or the
Issuer's counsel authorizing Trust Company to make the transfer on the basis
of said opinion. Said opinion shall be accompanied by copies of
correspondence and documentation relied upon by counsel to express such
opinion.
4. Removal of Legend on Restricted Stock
All requests for removal of legends on shares of stock indicating
restrictions on transfer under securities laws and regulations or otherwise
shall be accompanied by either (a) an opinion of the Issuer's counsel stating
that the shares may be freely sold without registration under the Securities
Act of 1933, as amended, and identifying the applicable section (and rule, if
applicable) of the Act relied upon for such opinion or (b) an opinion of
other counsel as to the above under cover of a letter from an officer of the
Issuer or the Issuer's counsel authorizing Trust Company to remove the legend
on the basis of said opinion.
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5. Lost Stock Certificates
Trust Company may issue replacement certificates for certificates
represented to have been lost, stolen, or destroyed upon the fulfillment of
such requirements as shall be deemed appropriate by Trust Company subject at
all times to provisions of law of the Bylaws of the Issuer governing such
matters and of resolutions adopted by the Issuer with respect to lost
securities. Trust Company may issue new certificates in exchange for and upon
the cancellation of mutilated certificates.
6. Disposition of Cancelled Certificates; Record Retention
Trust Company will retain stock certificates that have been cancelled in
transfer or in exchange and records of non-certificated accounts and
accompanying documentation in accordance with applicable Rules and
Regulations of the Securities and Exchange Commission for one calendar year.
Upon the expiration of this one-year period, Trust Company will retain the
certificates and documentation on microfilm and properly dispose of the
originals.
7. Inspection of Stock Books
In case of any request or demand for the inspection of the stock books
of the Issuer or any other books in the possession of Trust Company, Trust
Company will endeavor to notify the Issuer and to secure instructions as to
permitting or refusing such inspection. Trust Company reserves the right,
however, to exhibit the stock books or other books to any person in case it
is advised by its counsel that it may be held responsible for its failure to
do so.
8. Small Estates
In the case of small estates where no administration is contemplated,
Trust Company may, under an agreement for indemnity acceptable to it and
without further approval of the Issuer, redeem shares standing in the name of
a decedent where the current value of the shares being transferred does not
exceed the amount permitted under applicable state law with respect to small
estates or, in the absence of any such law, $2,500 (or any other limit the
Issuer regards as appropriate).
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III. AS REGISTRAR
1. Registration or Original Issue of Stock
Trust Company will maintain stock registry records in the usual form and
will perform such other duties as Registrar as designated on Schedule B.
Trust Company, as Registrar, will register original issues of stock upon the
presentation to it for that purpose by the authorized Transfer Agent of
signed and countersigned stock certificates or stock powers for
non-certificated accounts, in accordance with the Investment Company Act of
1940 and the Issuer's prospectus, and when accompanied by such other
documents or consents as may be reasonably required by Trust Company.
2. Registration of Issuance or Transfer
Stock will be issued, redeemed, surrendered or transferred upon the
presentation to Trust Company by the Transfer Agent of cancelled certificates
or other appropriate documentation for non-certificated accounts as provided
in the Issuer's registration statement. Trust Company as Registrar will not
be responsible for the validity of the issuance, redemption, transfer of
stock, the genuineness or effectiveness of any endorsement, the authority of
the transferor, or the payment of taxes.
3. Trust Company will issue share certificates for shares of the Issuer only
upon receipt of a written request from a shareholder. In all other cases, the
Issuer authorizes Trust Company to dispense with the issuance and
countersignature of share certificates whenever shares are purchased. In such
case Trust Company as Transfer Agent shall merely note on its stock registry
records the issuance of the shares.
4. Lost Stock Certificates
Trust Company may register replacement certificates for certificates
represented to have been lost, stolen or destroyed upon the fulfillment of
such requirements as shall be deemed appropriate by the Trust Company,
subject at all times to provisions of law, of the Bylaws of the Issuer
governing such matters and of resolutions adopted by the Issuer with respect
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to lost securities. Trust Company may register new certificates in exchange
for and upon the cancellation of mutilated certificates.
IV. AS DIVIDEND DISBURSING AGENT
1. Notice of and Payment of Cash Dividends
Trust Company will perform such duties as Dividend Disbursing Agent as
designated on Schedule C. Trust Company will pay cash dividends upon receipt
of a certified copy of the Board resolution advising Trust Company of a
declaration of dividend and the payment to Trust Company of the necessary
funds with which to pay the cash dividend. The Issuer will notify the Trust
Company of the date of declaration, the net asset value, the amount payable
per share, and the record date for determining the shareholders entitled to
payment.
2. Checks and Enclosures
Trust Company will, at the expense of the Issuer, provide checks for the
disbursement of cash dividends in form and size acceptable to the Issuer and
suited for use by Trust Company. If an enclosure is to be mailed with the
dividend check, the Issuer will, so far as possible, meet the wishes of Trust
Company as to form and size of such enclosure.
3. Banking Account for the Payment of Dividends
Trust Company will maintain a banking account in the name of Trust
Company, subject to the regulations of the Banking Department, for the
payment of the dividends.
4. Availability of Dividend Funds
The full amount of the cash dividend must be available to Trust Company
in collected funds on or before the payable date.
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5. Unclaimed Funds
Trust Company shall return to the Issuer all monies deposited and held
for the payment of dividends which have not been claimed by the stockholder
entitled thereto six months after the dividend payment date without interest.
Noting in this section or by reason of any action taken by Trust Company
shall relieve the Issuer of its liability for payment of such dividends.
6. Reinvestment Program
Issuer shall furnish Trust Company with a list of shareholders who have
elected to reinvest dividends in additional shares. With respect to those
shareholders, Trust Company shall on the designated payment date for the
dividend, automatically reinvest all such dividends in additional shares for the
benefit of the electing shareholders. In its capacity as Transfer Agent and
Registrar Trust Company will issue certificates or credit the accounts of
shareholders not holding certificates representing the amount of the dividends
reinvested. For the purpose of paying dividends in the form of stock, Issuer
shall calculate the net asset value in accordance with the current registration
statement and Rule 2a-4 under the Investment Company Act of 1940 and Trust
Company shall issue shares or credit accounts in accordance therewith.
V. ADMINISTRATIVE SERVICES
In addition to the foregoing, Trust Company, as part of the fee shall perform
the following services:
1. Prepare and mail federal tax information forms to the shareholders.
2. Mail semi-annual and annual reports of the Issuer to the shareholders.
3. Prepare annual lists of shareholders.
4. Mail notices of shareholders' meetings, proxies statements, and
information statements to the shareholders.
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SCHEDULE A
TRANSFER AGENT SCHEDULE OF
OPTIONAL SERVICES
LAUREL TRUST COMPANY
Duties which you hereby elect to have performed by us as Transfer Agent
(Place a check by desired duties.)
1. Trust Company will receive certificates by mail, ____
messenger, and window delivery in Johnstown,
Pennsylvania.
2. Trust Company will examine certificate and issue ____
instructions for good order delivery.
3. Trust Company will reject certificates and issue ____
instructions to presenter when incomplete and return
with letter stating additional requirements.
4. Trust Company will establish, maintain, and review stop ____
transfer files covering lost and restricted
certificates.
5. Trust Company will prepare various affidavits required ____
to replace lost certificates and forward to the record
holder for approval.
6. Trust Company will debit each certificate to be ____
cancelled from the shareholder's account.
7. Trust Company will issue new certificates in strict ____
numerical sequence in accordance with instructions by
posting to existing accounts when registrations and tax
identification numbers are compatible or by establishing
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a new account and posting to it.
8. Trust Company will authenticate newly issued ____
certificates as Transfer Agent.
9. Trust Company will furnish daily reports showing the ____
ownership and shares of each certificate cancelled and
issued for each corporate stock transfer affected.
10. When mail is used for delivery of certificates, Trust ____
Company will forward certificates in "non-negotiable"
form by first-class mail and certificates in "negotiable"
form by registered mail all such mail deliveries to be
covered while in transit to the addressees by insurance
arranged for by Trust Company as agent for the Issuer.
11. Trust Company will issue, transfer, and split up scrip ____
certificates and will issue a certificate representing a
full share of stock upon the surrender of scrip
certificates representing one full share upon receiving
written instructions from an officer of the Issuer and
such other documents as Trust Company may deem necessary.
12. Trust Company will issue and mail subscription ____
warrants, certificates representing stock dividends,
exchanges or split-ups or act as conversion agent upon
receiving written instructions from an officer of the
Issuer, and such other documents as Trust Company may
deem necessary.
13. Trust Company will maintain shareholder accounts, both ___
active and inactive, for the current year by: changing
addresses when notified and preparing Form W-9 to obtain
shareholders' tax identification numbers if not on file.
14. Trust Company will provide various utility reports upon ____
request such as shareholder lists, etc.
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15. Trust Company will respond as appropriate to ____
correspondence from shareholders.
16. Trust Company will provide labels for mailings. ____
Labels will be prepared a maximum of one (1)
time per quarter as part of the annual fee.
17. Trust Company will imprint a tabulation card suitable ____
for use as a proxy card with shareholder name, address,
and shares held and will produce a certified shareholder
proxy register upon request.
18. Trust Company will coordinate preparation of proxy ____
material for mailing.
19. Trust Company will tabulate proxies including examina- ____
tion of voted proxy cards, counting of votes by
proposition, and preparation of related tabulation
reports.
20. Trust Company will distribute sets of proxy material to ____
banks, brokers, and nominees.
SCHEDULE B
REGISTRAR SCHEDULE
OPTIONAL SERVICES
LAUREL TRUST COMPANY
Duties which you hereby elect to have performed by us as Registrar (Place a
check by desired duties.)
1. Trust Company will register scrip certificates and will ____
register a certificate representing one full share after
having received written instructions from an officer of
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the Issuer and other such documents as Trust Company may
deem necessary.
2. Trust Company will balance shares cancelled to shares ____
issued and reconcile any discrepancy.
3. Trust Company will insure that each consecutive ____
certificate number is sequentially issued or properly
accounted for in accordance with established procedures.
4. Trust Company will sign each newly issued certificate ____
as Registrar.
5. Trust Company will mail issued certificates in ____
accordance with instructions.
SCHEDULE C
DIVIDEND DISBURSING AGENT SCHEDULE
OPTIONAL SERVICES
LAUREL TRUST COMPANY
Duties which you hereby elect to have performed by us as Dividend
Disbursing Agent (Place a check by desired duties.)
1. Trust Company will, if desired, mail an enclosure(s) ____
with the dividend check, and the Issuer will, so far as
possible, meet the wishes of Trust Company as to form
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and size of such enclosure.
2. Trust Company will provide a dividend check register in ____
hard copy.
3. Trust Company will reconcile the cash dividend account ____
each month.
4. Trust Company will prepare stop payment orders and ____
replacement checks when originally issued dividend
checks are reported lost.
5. Trust Company will maintain undeliverable dividend ____
checks and stock certificates in safekeeping in
accordance with Trust Company procedures.
6. Trust Company will prepare and mail Internal Revenue ____
Service Form 1099 separately for all active
shareholders.
7. Trust Company will prepare and mail Internal Revenue ____
Service Form 1099 for shareholders whose checks are
mailed to permanent dividend addresses and for accounts
that were closed during the year.
8. Trust Company will prepare and enclose Internal Revenue ____
Service Forms 1042 and 1042-S for tax withheld from
non-resident aliens.
9. Trust Company will prepare and submit, via magnetic ____
tape, information required each calendar year by the
Internal Revenue Service.
10. Trust Company will prepare and issue duplicate Internal ____
Revenue Service forms for shareholders upon request.
11. Trust Company will mail a Dividend Reinvestment and ____
Stock Purchase Plan Prospectus and Authorization Form
to each new shareholder, if appropriate.
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IN WITNESS WHEREOF, the Company and the Custodian have caused this
Agreement to be signed by their respective Presidents or Vice Presidents and
their corporate seals hereunto duly affixed, and attested by their respective
Secretaries or Assistant Secretaries, as of the day and year above written.
NRM INVESTMENT COMPANY
BY:
------------------------------
Title:
(SEAL)
Attest:
---------------------------
LAUREL TRUST COMPANY
BY:
------------------------------
Title:
(SEAL)
Attest:
---------------------------
Will Sign Assistant Vice President
Will Sign Assistant Vice President
Will Sign Secretary and Assistant Treasurer
Will Sign Treasurer and Assistant Secretary
