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Experience Makes the Difference - Founded on ethics and integrity. We firmly believe in doing what is right; this means putting our clients’ interests first - every time.

Transfer Agent Services

 

We offer all the services you would expect — and more. For information on the following services, click any of the links below.

System/Facilities
Proxy
Meeting and Proxy Services
General Guide / Meeting and Proxy Services
Dividend Payments and DRP
Escheatment Services
Reorganization Department Services
 

System/Facilities

We have the technology — all of it. We use the latest version of SunGard’s CSSII system, the most widely accepted and recognized stock transfer processing system in the country. The flexibility of this system allows us to remote to SunGard’s facility with extreme up-time dependability. Processing is accurate, reliable and very cost effective. All work is backed up daily and our disaster-recovery programs are tested regularly.

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Proxy

Proxy continues as one of our strongest areas, a fact which pleases us — and our clients — since this area tends to draw extreme visibility, at least once a year.

We do it all — whatever the client needs! All Annual Meeting activities are coordinated by our full-time Proxy staff of specialists. As a client you are provided with an updated annual meeting informational packet similar to the example contained in the General Guide/Meeting and Proxy Services section. This suggests timing for the delivery and movement of materials and contains comments on any changes to procedures which will improve voting results. Generally speaking, we work closely with our clients and their outside vendors, coordinating the development of a proxy card, its printing, the ordering of suitable envelopes and the timing for the receipt and mailing of the materials. All of this is done in concert with the handling of street name materials.

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Proxy and Meeting Services

The Proxy Department handles a wide variety of important and very visible functions surrounding client corporations’ Annual and Special Meetings. Close attention to detail and timeframes by experienced personnel insure a successful Meeting. Important functions involved in the process include: the setting of the proxy record date, printing of materials, tallying of proxies, broker searches and attendance at the Meeting as the Inspector of Election.

The process begins with notification. The client will provide us with the record and meeting dates. At this time, the services to be provided to insure a successful vote will be determined. If requested, arrangements for the telephonic and Internet voting of proxies are made. The meeting dates and service requirements are recorded on the department "Events" calendar. A number of important steps then occur, some simultaneously.

The client will request that ADP and non-ADP brokers forward to us the amount of material needed for shares held in "street name."
We will send search cards to brokers requesting the number of proxy cards needed.
Once the search cards are returned and ADP and non-ADP brokers have responded, We will provide the client with the number of sets of materials required for street positions.
We will produce a record date shareholder list reflecting the number of shares held by each shareholder and establish these numbers within our system after the total number is verified against the number of shares outstanding.
Testing is performed within the system to insure the accuracy of the information.
The proxy card proof is approved and cards are first printed and then imprinted with the specific shareholder information and vote total.
Proxy materials, including proxy cards, are mailed.

Returned proxies are examined for accuracy and shareholder comments and then voted. Prior to the Meeting a report summarizing all voting results is produced. This report shows both voted and unvoted positions. Total voted continue to be updated and a final vote total is provided to company officials at the Meeting. An experienced Inspector of Election is available to attend the Meeting to manage any voting and provide final results.

A record of the results along with other documentation is kept on the client file.

The above sequence is intended to be descriptive of the process. Additional steps, including interface sequences with an outside solicitor and daily communications with the client have been omitted.

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General Guide/Meeting and Proxy Services

We are pleased to provide this general guide to several of our services related to your Annual or Special Meeting. Your understanding of our capabilities and timeframes for the delivery of services will allow us to serve you better and will assure you of the quality you expect. Though this guide addresses several issues, no attempt has been made to cover every detail or even every service we provide.

The Securities and Exchange Commission (SEC) requires issuers to provide banks, brokers, etc. with notice of a record date at least 20 business days prior to the record date of an Annual Meeting and as soon as practicable prior to a Special Meeting.
Banks and Brokers must receive proxy materials for "routine" meeting in time to allow them to mail the material to beneficial holders at least 15 days prior to the meeting. Since banks and brokers require between 2-5 business days to mail, materials should be scheduled to arrive at least 20 days prior to the meeting date. This timetable will allow banks and brokers to vote the shares without shareholder direction. We should receive all material approximately 25 days prior to the meeting to ensure a timely delivery to the banks and brokers.
We woill furnish materials to banks and brokers only upon request. We do not initiate any calls to firms which have not requested materials. In addition, we cannot be responsible for any shortage of material. The printing of the Annual report and the proxy material usually occurs prior to our receipt of a full response from the banks and brokers. With only limited information, we can only suggest a quantity that may be adequate. Re-printing of material, if required, is the responsibility of the issuer.
We strongly recommends that issuers allow a minimum of 30 days (more if a consent item is on the agenda) between the mailing date of proxy material and the meeting date. This 30 day allowance is especially necessary during the period between April and June, the heavy proxy season. Hence, using this suggested timeframe and allowing for compliance with various rules set forth by the Exchanges and the SEC, it is recommended that the record date be set approximately 50 days prior to the meeting date.
It is extremely important that you notify us of any record date as soon as possible and certainly no later than the business day prior to such record date.
Your notification of any record date should be confirmed to us in writing and explicitly detail the services you are authorizing us to perform. For example, indicate the item(s) to be mailed, the party which will mail broker search cards and proxy material and the parties which will tabulate proxies, provide envelopes, etc.
Please bear in mind that we generally require at least three (3) business days after the record date to generate lists, labels, etc. in order to commence a mailing. Hence, materials should be in our offices by the record date, if at all possible.
After your notification to us of a record date, we will communicate with the Depository Trust Company (Cede & Co.) to establish the record date. Shortly thereafter, you will receive a letter from us requesting that you send Cede & Co. a letter instructing them to send us a list of their participants holding your stock (Omnibus Proxy) for tabulation purposes. You will receive the hardcopy of this listing soon after the record date of your meeting.
Special Meetings and Annual Meetings with "controversial" or "non-routine" proposals require shareholder response in order for banks and brokers to vote. Timing is more critical in these instances. Banks and brokers should receive the material to be mailed to beneficial holders at least 40 days in advance of these meetings.
We will only provide proxy solicitation of the "street" upon specific request. Should you require the street vote to pass a proposal, we can deploy our experienced staff to work to obtain the highest percentage of votes possible. This service is available for routine, non-routine and special meetings.

Separately, we would like to remind you that the individual States routinely demands the escheatment of shares from dormant accounts. Escheatment can be avoided if contact with a shareholder is documented. It is important that you forward us all written communications from US and non-US shareholders so that we can annotate contact with these accounts on our recordfile. Non-dividend paying clients for which we do not tabulate proxies should forward a copy of all proxies voted by US and non U.S. shareholders, again, so that the recordfile can be annotated.

We recommend that this letter be shared with your counsel and/or public relations firm, since they play an important role in coordinating dates, the printing of material and filings with the regulatory agencies.

We hope you find this information useful and again encourage you to contact us with any questions.

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Dividend Payments and DRP

We offer a complete range of dividend payment and DRP services. We are very flexible in our approach and we offer all available options. For example, we happily work with clients wanting a customized check or DRP statement and we will work with you to be certain your priorities — not ours — are met. Likewise, we do not insist that you draw your check on our bank. We will work with clients which want dividend checks drawn on the bank of their choosing. Finally, we have all the services, including:

EFT services, including payment services and solicitation of new accounts.
Flexibility to handle any DRP option, including periodic debits for optional cash and safekeeping.

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Escheatment Services

We also provide a full range of Abandoned Property and Escheatment services. The process begins after an account is noted as "lost." This typically occurs after mail is returned and it cannot be successfully re-delivered. At this point, the account is coded in our system and any property due the holder is held. If the account holder provides us with updated account information, we document the changes and release any property.

Once an account has been coded as "Lost," under SEC Regulations, we are required to search for a more current address. we use an outside search firm to assist in this process.

Should the account remain "abandoned" and be potentially subject to state escheatment regulations, we will send a "Due Diligence" mailing to the account’s last known address. Validated updated information we receive at this point will be added to our records and we will forward any property we hold to the holder.

Escheatment on a yearly basis to all states is required. In this step, a listing of all accounts subject to escheatment, along with all unclaimed property is sent to the state of last known address. Property abandoned by any foreign account and accounts with incomplete addresses (no state of residence listed) is escheated to the state of incorporation of the issuing company. A copy of the final escheatment report is sent to our client companies for their records.

Escheated property may be claimed by the shareholder or the estate of the shareholder. Contact with us should be made in writing to confirm information related to the escheated account. We will then send a letter to the claimant and provide a contact point in the appropriate state to make a claim for the property.

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Reorganization Department Services

We have experienced and highly motivated, long tenured staff to handle all types of corporate reorganizations, such as: Tender Offers Redemptions

Tender Offers Redemptions
Mergers Conversions
Exchange Offers Rights Offering
Odd-Lot Buy/Backs Stock Split
Dutch Auctions Subscriptions

All Corporate Actions services are handled on an individual basis to ensure accuracy, compliance with stock transfer regulations and expediency to the satisfaction of the clients and shareholders.

Challenged by the complexities of Reorganization on a daily basis, our staff handles jobs ranging from the basic to the most complicated types of corporate actions. In addition to processing the "paperwork" the staff is required to interact with clients and shareholders. Each job has specific requirements that calls for the know-how that is acquired only from handling some of the industry’s largest and most difficult transactions. All work must comply with the established rules and guidelines of the Stock Transfer Agency and the S.E.C.

When a client selects us as their Stock Transfer & Registrar/Exchange Agent, they get:

A. Direct access to the department Manager;
B. Complete mailing services;
C. Examination of surrendered securities;
D. Correspondence to the presenter on items requiring additional documentation and outstanding items;
E. Updating Reports (if requested) on the process of the on-going action;
F. Necessary tax information and reporting to the appropriate Government Agencies;
G. Escheatment of aged unexchanged items to the various State Agencies.

Our progressive technologies and our commitment to the needs of each individual client and shareholder allows us to process all reorganizations with the assurance of accuracy and timeliness.

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Disclaimer

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Sterling ETS, LLC name and logo are trademarks of Sterling ETS, LLC.