▇▇▇▇▇▇▇ SECURITIES TRUST
AMENDED AND RESTATED TRANSFER AGENCY AGREEMENT Exhibit 9(a)
THIS AMENDED AND RESTATED TRANSFER AGENCY AGREEMENT is made as of the
14th day of November, 1996, by and between Heitman Securities Trust, a
Massachusetts business trust (the "Trust"), having its principal place of
business in Chicago, Illinois, and ▇▇▇▇▇▇ Square Management Corporation, a
corporation organized under the laws of the State of Delaware ("RSMC"),
having its principal place of business in Wilmington, Delaware.
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end management investment
company and offers for public sale one or more distinct, series of shares
of beneficial interest, par value $0.001 per share, ("Series") each
corresponding to a distinct portfolio;
WHEREAS, each share of a Series represents an undivided interest in the
assets, subject to the liabilities, allocated to that Series and each
Series has a separate investment objective and policies;
WHEREAS, at the present time, the Trust has one Series, the ▇▇▇▇▇▇▇ Real
Estate Fund (the "Fund"), which consists of two classes of shares, the
▇▇▇▇▇▇▇/PRA Institutional Class shares and the Advisor Class shares;
WHEREAS, the Trust currently employs the services of RSMC as the Trust's
transfer agent pursuant to a Transfer Agency Agreement dated as of December
3, 1993 (the "Original Agreement"); and
WHEREAS, the Trust and RSMC desire to amend and restate the Original
Agreement in its entirety by adopting this Amended and Restated Transfer
Agency Agreement, which shall supersede the Original Agreement from and
after the date hereof;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the Trust and RSMC agree as follows:
1. APPOINTMENTS. The Trust hereby appoints RSMC as transfer agent,
registrar and dividend disbursing agent for the shares of beneficial
interest (the "Shares") of the Trust and as servicing agent in
connection with the disbursement of dividends and distributions and as
shareholders' servicing agent for the Trust, each such appointment to
take effect as of the close of business on the date first written
above, and RSMC shall act as such and perform its obligations thereof
upon the terms and conditions hereafter set forth and in accordance
with the principles of principal and agent as enunciated by applicable
common law.
2. DOCUMENTS. The Trust has furnished RSMC with copies of the Trust's
Master Trust Agreement, Bylaws, Investment Management Agreement,
Custodian Agreement, Administration Agreement, Distribution Agreement,
Accounting Services Agreement, most recent Registration Statement on
Form N-1A, current Prospectus(s) and Statement of Additional
Information (the "SAI"), all forms relating to any plan, program or
service offered by the Trust and a certified copy of the resolution of
its Board of Trustees (the "Trustees") approving RSMC's appointment
hereunder and identifying and containing the signatures of the Trust's
officers authorized to issue Oral Instructions and to sign Written
Instructions, as hereinafter defined, on behalf of the Fund(s) and to
execute certificates representing Shares. Subject to the provisions of
Section 21 hereof, the Trust shall furnish promptly to RSMC a copy of
any amendment or supplement to the above-listed documents. The Trust
shall furnish to RSMC any additional documents necessary for it to
perform its functions hereunder.
3. DEFINITIONS.
(a) Authorized Person. As used in this Agreement, the term "Authorized
Person" means any officer of the Trust and any other person, whether or
not any such person is an officer or employee of the Trust, duly
authorized by the Trustees of the Trust to give Oral and Written
Instructions on behalf of the Fund(s) and certified by the Secretary or
an Assistant Secretary of the Trust, or any amendment thereto as may be
received by RSMC from time to time.
(b) Oral Instructions. As used in this Agreement, the term "Oral
Instructions" means oral instructions actually received by RSMC from an
Authorized Person or from a person reasonably believed by RSMC to be an
Authorized Person. The Trust agrees to deliver to RSMC, at the time
and in the manner specified in Section 4(b) of this Agreement, Written
Instructions confirming Oral Instructions.
(c) Written Instructions. As used in this Agreement, the term "Written
Instructions" means written instructions delivered by hand, mail,
telegram, cable, telex or facsimile, signed by an Authorized Person and
received by RSMC.
4. INSTRUCTIONS CONSISTENT WITH MASTER TRUST AGREEMENT, ETC.
(a) Unless otherwise provided in this Agreement, RSMC shall act only
upon Oral or Written Instructions. Although RSMC may know of the
provisions of the Master Trust Agreement and Bylaws of the Trust, RSMC
in its capacity under the Agreement may assume that any Oral or Written
Instructions received hereunder are not in any way inconsistent with
any provisions of such Master Trust Agreement or Bylaws or any vote,
resolution or proceeding of the shareholders, or of the Trustees, or of
any committee thereof.
(b) RSMC shall be entitled to rely upon any Oral Instructions and any
Written Instructions actually received by RSMC pursuant to this
Agreement. The Trust agrees to forward to RSMC Written Instructions
confirming Oral Instructions in such manner that the Written
Instructions are received by RSMC by the close of business of the same
day that such Oral Instructions are given to RSMC. The Trust agrees
that the fact that such confirming Written Instructions are not
received by RSMC shall in no way affect the validity of the
transactions or enforceability of the transactions authorized by such
Oral Instructions. The Trust agrees that RSMC shall incur no liability
to the Trust in acting upon Oral Instructions given to RSMC hereunder
concerning such transactions, provided such instructions reasonably
appear to have been received from an Authorized Person.
5. TRANSACTIONS NOT REQUIRING INSTRUCTIONS. In the absence of contrary
Written Instructions, RSMC is authorized to take the following actions:
(a) Issuance of Shares. Upon receipt of a purchase order from either
▇▇▇▇▇▇ Square Distributors, Inc. or ACG Capital Corporation, as the
case may be (each, a "Distributor"), or a prospective shareholder for
the purchase of Shares and sufficient information to enable RSMC to
establish a shareholder account or to issue Shares to an existing
shareholder account, and after confirmation of receipt or crediting of
Federal funds for such order from RSMC's designated bank, RSMC shall
issue and credit the account of the investor or other record holder
with Shares in the manner described in the Prospectus. RSMC shall
deposit all checks received from prospective shareholders into an
account on behalf of the Trust, and shall promptly transfer all
Federal funds received from such checks to the Custodian, as defined in
the Custodian Agreement between the Trust and the Custodian.
(References herein to "Custodian" shall also be construed to refer to a
"Sub-Custodian" if such appointment has been made.) If so directed by
the Distributor, the confirmation supplied to the shareholder to ▇▇▇▇
such issuance will be accompanied by a Prospectus.
(b) Transfer of Shares; Uncertificated Securities. Where a shareholder
does not hold a certificate representing the number of Shares in its
account and does provide RSMC with instructions for the transfer of
such Shares which include a signature guaranteed by a commercial bank,
trust company or member firm of a national securities exchange and such
other appropriate documentation to permit a transfer, then RSMC shall
register such Shares and shall deliver them pursuant to instructions
received from the transferor, pursuant to the rules and regulations of
the Securities and Exchange Commission (the "SEC"), and the laws of the
Commonwealth of Massachusetts relating to the transfer of shares of
beneficial interest.
(c) Share Certificates. If at any time the Fund issues share
certificates, the following provisions will apply:
(1)The Trust will supply RSMC with a sufficient supply of share
certificates representing Shares, in the form approved from time
to time by the Trustees of the Trust, and, from time to time,
shall replenish such supply upon request of RSMC. Such share
certificate shall be properly signed, manually or by facsimile
signature, by the duly authorized officers of the Trust, and shall
bear the corporate seal or facsimile thereof of the Trust, and
notwithstanding the death, resignation or removal of any officer
of the Trust, such executed certificates bearing the manual or
facsimile signature of such officer shall remain valid and may be
issued to shareholders until RSMC is otherwise directed by Written
Instructions.
(2)In the case of the loss or destruction of any certificate
representing Shares, no new certificate shall be issued in lieu
thereof, unless there shall first have been furnished an
appropriate bond of indemnity issued by a surety company approved
by RSMC.
(3)Upon receipt of signed share certificates, which shall be in
proper form for transfer, and upon cancellation or destruction
thereof, RSMC shall countersign, register and issue new
certificates for the same number of Shares and shall deliver them
pursuant to instructions received from the transferor, the rules
and regulations of the SEC, and the laws of the Commonwealth of
Massachusetts relating to the transfer of shares of beneficial
interest.
(4)Upon receipt of the share certificates, which shall be in
proper form for transfer, together with the shareholder's
instructions to hold such share certificates for safekeeping, RSMC
shall reduce such Shares to uncertificated status, while retaining
the appropriate registration in the name of the shareholder upon
the transfer books.
(5)Upon receipt of written instructions from a shareholder of
uncertificated securities for a certificate in the number of
shares in its account, RSMC will issue such share certificates and
deliver them to the shareholder.
(d) Redemption of Shares. Upon receipt of a redemption order from the
Distributor or a shareholder, RSMC shall redeem the number of Shares
indicated thereon from the redeeming shareholder's account and receive
from the Trust's Custodian and disburse pursuant to the instructions of
a redeeming shareholder or his or her agent or the redemption proceeds
therefor, or arrange for direct payment of redemption proceeds by the
Custodian to the redeeming shareholder or as instructed by the
shareholder or his or her agent, in accordance with such procedures and
controls as are mutually agreed upon from time to time by and among the
Trust, RSMC and the Trust's Custodian.
6. AUTHORIZED ISSUED AND OUTSTANDING SHARES. The Trust agrees to notify
RSMC promptly of any change in the number of authorized Shares and of
any change in the number of Shares registered under the Securities Act
of 1933, as amended (the "1933 Act"), or termination of the Trust's
declaration under Rule 24f-2 of the 1940 Act. In the event that the
Trust shall declare a stock dividend, a stock split or a reverse stock
split, the Trust shall deliver to RSMC a certificate, upon which RSMC
shall be entitled to rely for all purposes, certifying (i) the number
of Shares involved, (ii) that all appropriate corporate action has been
taken, and (iii) that any amendment to the Master Trust Agreement of
the Trust which may be required has been filed and is effective. Such
certificate shall be accompanied by an opinion of counsel to the Trust
relating to the legal adequacy and effect of the transaction.
7. DIVIDENDS AND DISTRIBUTIONS. The Trust shall furnish RSMC with
appropriate evidence of action by the Trust's Trustees authorizing the
declaration and payment of dividends and distributions as described in
the Prospectus. After deducting any amount required to be withheld by
any applicable tax laws, rules and regulations or other applicable
laws, rules and regulations, RSMC shall, in accordance with
instructions in proper form from a shareholder and the provisions of
the Trust's Master Trust Agreement and Prospectus, issue and credit the
account of the shareholder with Shares, or, if the shareholder so
elects, pay such dividends or distributions in cash to the shareholder
in the manner described in the Prospectus. In lieu of receiving from
the Trust's Custodian and paying to shareholders cash dividends or
distributions, RSMC may arrange for the direct payment of cash
dividends and distributions to shareholders by the Custodian, in
accordance with such procedures and controls as are mutually agreed
upon from time to time by and among the Trust, RSMC and the Trust's
Custodian.
RSMC shall prepare, file with the Internal Revenue Service and other
appropriate taxing authorities, and address and mail to shareholders
such returns and information relating to dividends and distributions
paid by the Trust as are required to be so prepared, filed and mailed
by applicable laws, rules and regulations, or such substitute form of
notice as may from time to time be permitted or required by the
Internal Revenue Service. On behalf of the Trust, RSMC shall mail
certain requests for shareholders' certifications under penalties of
perjury and pay on a timely basis to the appropriate Federal
authorities any taxes to be withheld on dividends and distributions
paid by the Trust, all as required by applicable Federal tax laws and
regulation.
In accordance with the Prospectus, resolutions of the Trust's Trustees
that are not inconsistent with this Agreement and are provided to RSMC
from time to time, and such procedures and controls as are mutually
agreed upon from time to time by and among the Trust, RSMC and the
Trust's Custodian, RSMC shall arrange for issuance of Shares obtained
through transfers of funds from Fund shareholders' accounts at
financial institutions.
8. COMMUNICATIONS WITH SHAREHOLDERS.
(a) Communications to Shareholders. RSMC will address and mail all
communications by the Trust to its shareholders, including reports to
shareholders, confirmations of purchases and sales of Shares, monthly
statements, dividend and distribution notices and proxy material for
its meetings of shareholders. RSMC will receive and tabulate the proxy
cards for shareholder meetings.
(b) Correspondence. RSMC will answer such correspondence from
shareholders, securities brokers and others relating to its duties
hereunder and such other correspondence as may from time to time be
mutually agreed upon between RSMC and the Trust.
9. SERVICES TO BE PERFORMED. RSMC shall be responsible for administering
and/or performing transfer agent functions, for acting as service agent
in connection with dividend and distribution functions and for
performing shareholder account functions in connection with the
issuance, transfer and redemption or repurchase (including coordination
with the Trust's custodian bank in connection with shareholder
redemption by check) of the Trust's Shares as set forth in Schedule A
hereto. The details of the operating standards and procedures to be
followed shall be determined from time to time by agreement between
RSMC and the Trust and may be expressed in written schedules which
shall constitute attachments to this Agreement.
10.RECORD KEEPING AND OTHER INFORMATION.
(a) RSMC shall maintain records of the accounts for each shareholder
showing the items listed in Schedule B hereto.
(b) RSMC shall create and maintain all necessary records in accordance
with all applicable laws, rules and regulations, including but not
limited to records required by Section 31(a) of the 1940 Act and the
rules thereunder and any applicable regulations of the Federal Deposit
Insurance Corporation ("FDIC") or any successor regulatory authority,
as the same may be amended from time to time, and those records
pertaining to the various functions performed by it hereunder. All
records shall be the property of the Trust at all times and shall be
available for inspection and use by the Trust. Where applicable, such
records shall be maintained by RSMC for the periods and in the places
required by Rule 31a-2 under the 1940 Act and any applicable
regulations of the FDIC or any successor regulatory authority.
11.AUDIT, INSPECTION AND VISITATION. RSMC shall make available during
regular business hours all records and other data created and
maintained pursuant to this Agreement for reasonable audit and
inspection by the Trust or any person retained by the Trust. Upon
reasonable notice by the Trust, RSMC shall make available during
regular business hours its facilities and premises employed in
connection with its performance of this Agreement for reasonable
visitation by the Trust, or any person retained by the Trust.
12.COMPENSATION. Compensation for services and duties performed pursuant
to this Agreement is provided in Schedule C hereto. Certain other fees
due and expenses incurred pursuant to this Agreement are payable by the
Trust or the shareholder on whose behalf the service is performed and
are also listed in Schedule C.
The Trust shall reimburse RSMC for all reasonable out-of-pocket
expenses incurred by RSMC or its agents in the performance of its
obligations hereunder. Such reimbursement for expenses incurred in any
calendar month shall be made on or before the tenth day of the next
succeeding month.
The term "out-of-pocket expenses" shall mean the following expenses
incurred by RSMC in the performance of its obligations hereunder: the
cost of stationery and forms (including but not limited to checks,
proxy cards, and envelopes), the cost of postage, the cost of insertion
of non-standard size materials in mailing envelopes and other special
mailing preparation by outside firms, the cost of first-class mailing
insurance, the cost of external electronic communications as approved
by the Trustees (to include telephone and telegraph equipment and an
allocable portion of the cost of personnel responsible for the
maintenance of such equipment), toll charges, data communications
equipment and line charges and the cost of microfilming of shareholder
records (including both the cost of storage as well as charges for
access to such records). If RSMC shall undertake the responsibility
for microfilming shareholder records, it may be separately compensated
therefor in an amount agreed upon by the principal financial officer of
the Trust and RSMC, such amount not to exceed the amount which would be
paid to an outside firm for providing such microfilming services.
13.USE OF RSMC'S NAME. The Trust shall not use the name of RSMC in any
Prospectus, SAI, sales literature or other material relating to the
Trust in a manner not approved prior thereto, provided, however, that
RSMC shall approve all uses of its name which merely refer in accurate
terms to its appointments hereunder or which are required by the SEC or
a state securities commission and, provided further, that in no event
shall such approval be unreasonably withheld.
14.USE OF TRUST'S NAME. RSMC shall not use the name of the Trust or the
Fund of the Trust or material relating to the Trust or the Fund on any
checks, bank drafts, bank statements or forms for other than internal
use in a manner not approved prior thereto, provided, however, that the
Trust shall approve all uses of its name which merely refer in accurate
terms to the appointment of RSMC hereunder or which are required by the
FDIC, the SEC or a state securities commission, and, provided, further,
that in no event shall such approval be unreasonably withheld.
▇▇.▇▇▇▇▇▇▇▇. RSMC represents and warrants that the various procedures and
systems which RSMC has implemented with regard to safeguarding from
loss or damage attributable to fire, theft or any other cause
(including provision for twenty-four hours a day restricted access) the
Trust's blank checks, records and other data and RSMC's records, data,
equipment, facilities and other property used in the performance of its
obligations hereunder are adequate and that it will make such changes
therein from time to time as in its judgment are required for the
secure performance of its obligations hereunder. The parties shall
review such systems and procedures on a periodic basis.
▇▇.▇▇▇▇▇▇▇▇▇. Upon request RSMC shall provide the Trust with details
regarding its insurance coverage, and RSMC shall notify the Trust
should any of its insurance coverage be materially changed. Such
notification shall include the date of change and the reason or reasons
therefor. RSMC shall notify the Trust of any material claims against
it, whether or not they may be covered by insurance and shall notify
the Trust from time to time as may be appropriate of the total
outstanding claims made by RSMC under its insurance coverage.
17.ASSIGNMENT OF DUTIES TO OTHERS. Neither this Agreement nor any rights
or obligations hereunder may be assigned by RSMC without the written
consent of the Trust. RSMC may, however, at any time or times in its
discretion appoint (and may at any time remove) any other bank or trust
company, which is itself qualified under the Securities Exchange Act of
1934, as amended (the "1934 Act"), to act as a transfer agent, as its
agent to carry out such of the services to be performed under this
agreement as RSMC may from time to time direct; provided, however, that
the appointment of any agent shall not relieve RSMC of any of its
responsibilities or liabilities hereunder.
18.INDEMNIFICATION.
(a) The Trust agrees to indemnify and hold harmless RSMC, its
directors, officers, employees, agents and representatives from all
taxes, charges, expenses, assessments, claims and liabilities
including, without limitation, liabilities arising under the 1933 Act,
the 1934 Act, the 1940 Act, and any applicable state and foreign laws
and amendments thereto (the "Applicable Laws"), and expenses, including
without limitation reasonable attorneys' fees and disbursements arising
directly or indirectly from any action or omission to act which RSMC
takes (i) at the request of or on the direction of or in reliance on
the advice of the Trust or (ii) upon Oral or Written Instructions.
Neither RSMC nor any of its nominees shall be indemnified against any
liability (or any expenses incident to such liability) arising out of
RSMC's or its directors', officers', employees', agents' and
representatives own willful misfeasance, bad faith, negligence or
reckless disregard of RSMC's duties and obligations under this
Agreement.
(b) RSMC agrees to indemnify and hold harmless the Trust from all
taxes, charges, expenses, assessments, claims, liabilities (including,
without limitation, liabilities arising under the Applicable Laws) and
expenses (including, without limitation, reasonable attorneys' fees and
disbursements) arising directly or indirectly from any action or
omission to act which RSMC or any of RSMC's directors, officers,
employees, agents and/or representatives take or fail to take provided
such action or omission to act constitutes willful misfeasance, bad
faith, negligence or reckless disregard of RSMC's duties and
obligations under this Agreement.
(c) In order that the indemnification provisions contained in this
Section 18 shall apply, upon the assertion of a claim for which either
party may be required to indemnify the other, the party seeking
indemnification shall promptly notify the other party of such
assertion, and shall keep the other party advised with respect to all
developments concerning such claim. The party who may be required to
indemnify shall have the option to participate with the party seeking
indemnification in the defense of such claim. The party seeking
indemnification shall in no case confess any claim or make any
compromise in any case in which the other party may be required to
indemnify it except with the other party's prior written consent.
19.RESPONSIBILITY OF RSMC. RSMC shall be under no duty to take any action
on behalf of the Trust except as specifically set forth herein or as
may be specifically agreed to by RSMC in writing. RSMC shall be
obligated to exercise due care and diligence in the performance of its
duties hereunder, to act in good faith and to use its best efforts in
performing services provided for under this Agreement. RSMC shall be
liable for any damages arising out of or in connection with RSMC's
performance of or omission or failure to perform its duties under this
Agreement to the extent such damages arise out of RSMC's negligence,
reckless disregard of its duties hereunder, bad faith or willful
misfeasance.
Without limiting the generality of the foregoing or of any other
provision of this Agreement, RSMC, in connection with its duties under
this Agreement, shall not be under any duty or obligation to inquire
into and shall not be liable for (i) the validity or invalidity or
authority or lack thereof of any Oral or Written Instruction, notice or
other instrument which conforms to the applicable requirements of this
Agreement, and which RSMC reasonably believes to be genuine; or (ii)
subject to the provisions of Section 20 hereof, delays or errors or
loss of data occurring by reason of circumstances beyond RSMC's
control, including acts of civil or military authority, national
emergencies, labor difficulties, fire, flood or catastrophe, acts of
God, insurrection, war, riots or failure of the mails, transportation,
communication or power supply.
20.ACTS OF GOD, ETC. RSMC shall not be liable for delays or errors
occurring by reason of circumstances beyond its control, including but
not limited to acts of civil or military authority, national
emergencies, labor difficulties, fire, flood or catastrophe, acts of
God, insurrection, war, riots, or failure of the mails, transportation,
communication or power supply. In the event of equipment breakdowns
beyond its control, RSMC shall, at no additional expense to the Trust,
take reasonable steps to minimize service interruptions but shall have
no liability with respect thereto. RSMC shall enter into and shall
maintain in effect with appropriate parties one or more agreements
making reasonable provision for emergency use of electronic data
processing equipment to the extent appropriate equipment is available.
21.AMENDMENTS. RSMC and the Trust shall regularly consult with each other
regarding RSMC's performance of its obligations and its compensation
hereunder. In connection therewith, the Trust shall submit to RSMC at
a reasonable time in advance of filing with the SEC copies of any
amended or supplemented registration statements (including exhibits)
under the 1933 Act and the 1940 Act, and a reasonable time in advance
of their proposed use, copies of any amended or supplemented forms
relating to any plan, program or service offered by the Trust. Any
change in such material which would require any change in RSMC's
obligations hereunder shall be subject to RSMC's approval, which shall
not be unreasonably withheld. In the event that such change materially
increases the cost to RSMC of performing its obligations hereunder,
RSMC shall be entitled to receive reasonable compensation therefor.
22.DURATION, TERMINATION, ETC. Neither this Agreement nor any provisions
hereof may be changed, waived, discharged or terminated orally, but
only by written instrument which shall make specific reference to this
Agreement and which shall be signed by the party against which
enforcement of such change, waiver, discharge or termination is sought.
This Agreement shall become effective as of the close of business on
the date first above written and shall continue in force unless
terminated as herein provided. This Agreement may at any time be
terminated by the Trust on sixty (60) days' written notice given to
RSMC or by RSMC on six (6) months' written notice given to the Trust;
provided, however, that this Agreement may be terminated immediately at
any time for cause either by the Trust or by RSMC in the event that
such cause remains unremedied for a period of time not to exceed sixty
(60) days after receipt of written specification of such cause. Any
such termination shall not affect the rights and obligations of the
parties under Section 18 hereof.
Upon the termination hereof, the Trust shall reimburse RSMC for any out-
of-pocket expenses reasonably incurred by RSMC during the period prior
to the date of such termination. In the event that the Trust
designates a successor to any of RSMC's obligations hereunder, RSMC
shall, at the expense and direction of the Trust, transfer to such
successor a certified list of the shareholders of the Trust (with name,
address, and, if provided, tax identification or Social Security
number), a complete record of the account of each shareholder, and all
other relevant books, records and other data established or maintained
by RSMC hereunder. RSMC shall be liable for any losses sustained by
the Trust as a result of RSMC's failure to accurately and promptly
provide these materials.
23.REGISTRATION AS A TRANSFER AGENT. RSMC represents that it is currently
registered with the appropriate Federal agency for the registration of
transfer agents, and that it will remain so registered for the duration
of this Agreement. RSMC agrees that it will promptly notify the Trust
in the event of any material change in its status as a registered
transfer agent. Should RSMC fail to be registered with the Federal
Deposit Insurance Corporation or any successor regulatory authority as
a transfer agent at any time during this Agreement, the Trust may, on
written notice to RSMC, immediately terminate this Agreement.
24.NOTICE. Any notice under this Agreement shall be given in writing
addressed and delivered or mailed, postage prepaid, to the other party
to this Agreement at its principal place of business.
25.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.
26.GOVERNING LAW. To the extent that state law has not been preempted by
the provisions of any law of the United States heretofore or hereafter
enacted, as the same may be amended from time to time, this Agreement
shall be administered, construed and enforced according to the laws
(without regard, however, to laws as to conflicts of law) of the State
of Delaware.
27.LIMITATION OF LIABILITY. RSMC acknowledges that it has received notice
of and accepts the limitations of liability set forth in the Trust's
Master Trust Agreement. RSMC agrees that the Trust's obligations
hereunder shall be limited to the Trust, and that RSMC shall have
recourse solely against the assets of the Portfolio with respect to
which the Trust's obligations hereunder relate and shall have no
recourse against the assets of any other Portfolio or against any
shareholder, Trustee, officer, employee, or agent of the Trust.
28.MISCELLANEOUS. Both parties agree to perform such further acts and
execute such further documents as are necessary to effectuate the
purposes hereof. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of
the provisions hereof or otherwise affect their construction or effect.
This Agreement may be executed simultaneously in two counterparts, each
of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have duly executed this agreement as of
the day and year first above written.
▇▇▇▇▇▇▇ SECURITIES TRUST
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
▇▇▇▇▇▇ SQUARE MANAGEMENT
CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
AMENDED AND RESTATED TRANSFER AGENCY AGREEMENT
SCHEDULE A
▇▇▇▇▇▇▇ SECURITIES TRUST
SERVICES TO BE PERFORMED
▇▇▇▇▇▇ Square Management Corporation ("RSMC") will perform the following
functions as transfer agent on an ongoing basis with respect to the Fund:
(a)furnish state-by-state registration reports;
(b)provide toll-free lines for direct shareholder use, plus customer
liaison staff with on-line inquiry capacity;
(c)mail duplicate confirmations to dealers and other financial
institutions ("Service Organization") of their clients' activity,
whether executed through the Service Organization or directly with
RSMC;
(d)provide detail for underwriter or Service Organization confirmations
and other Service Organization shareholder accounting, in accordance
with such procedures as may be agreed upon between the Trust and RSMC;
(e)provide shareholder lists and statistical information concerning
shareholder accounts to the Trust;
(f)provide timely notification of Fund activity and such other information
as may be agreed upon from time to time between RSMC and the Fund or
the Custodian, to the Trust or the Custodian; and
(g)with respect to dividends and distributions, prepare and file required
reports with the Internal Revenue Service ("IRS"), prepare and mail
reports to shareholders as required by the IRS and described in the
Prospectus(s) and Statement of Additional Information.
AMENDED AND RESTATED TRANSFER AGENCY AGREEMENT
SCHEDULE B
▇▇▇▇▇▇▇ SECURITIES TRUST
SHAREHOLDER RECORDS
▇▇▇▇▇▇ Square Management Corporation ("RSMC") shall maintain records of the
accounts for each Fund shareholder showing the following information:
(a)name, address and United States Tax Identification or Social Security
number;
(b)number of Shares held and number of Shares for which certificates, if
any, have been issued, including certificate numbers and denominations;
(c)historical information regarding the account of each shareholder,
including dividends and distributions paid and the date and price for
all transactions on a shareholder's account;
(d)any stop or restraining order placed against a shareholder's account;
(e)any correspondence relating to the current maintenance of a
shareholder's account;
(f)information with respect to withholding; and,
(g)any information required in order for RSMC to perform any calculations
contemplated or required by this Agreement.
AMENDED AND RESTATED TRANSFER AGENCY AGREEMENT
SCHEDULE C
▇▇▇▇▇▇▇ SECURITIES TRUST
FEE SCHEDULE
For the services RSMC provides under the Transfer Agency Agreement attached
hereto, the Trust agrees to pay RSMC an administration fee on a monthly
basis with respect to each Class of the Fund listed below equal to 1/12 of
the annual maintenance fee, subject to a minimum fee as listed below, plus
out-of-pocket expenses as follows:
(A) ▇▇▇▇▇▇▇/PRA INSTITUTIONAL CLASS - Minimum Fee: $1,875 per month
(B) ADVISOR CLASS - Minimum Fee: $2,250 per month
Maintenance Fee per Annum
TYPE OF TRUST/ACCOUNT PER ACCOUNT
--------------------- -----------
Annual, Semi-Annual or Quarterly Dividend $15.00
Monthly Dividend $16.50
Daily Accrual Fund $18.00
Per account fees will be applied to active accounts and zero balance
accounts with no dividend payable. Zero balance account will be purged
after year end tax reporting.
Out of pocket expenses shall be reimbursed by the Trust to ▇▇▇▇▇▇
Square Management Corporation ("RSMC") or paid directly by the Trust.
Such expenses include but are not limited to the following:
a. Toll-free lines (if required)
b. Forms, envelopes, checks, checkbooks
c. Postage (bulk, pre-sort, first-class at current prevailing
rates)
d. Hardware/phone lines for remote terminal(s) (if required)
e. Microfiche/Microfilm
f. Wire fee for receipt - $7.50 per wire; disbursement - $12.50.
g. Mailing fee - approximately $45.00 per 1,000 items
h. Cost of proxy solicitation, mailing and tabulation (if
required)
i. Certificate issuance - $2.00 per certificate
j. Record retention storage - $3.50 per cubic foot per month, plus
runner charges.
k. Development/programming costs/special projects - time and
material Ad-hoc report set up $125, plus $ .012 per record
passed. Labels - $ .12 per label ( $75.00 minimum)
l. ACH transaction charges - $0.25 per transaction
m. "B" notice mailing - $5.00 per item
n. Locating lost shareholders in anticipation of escheating -
5.00 per name
o. Commission and 12b-1 calculations - $ .25 per account, per run.
p. Retroactive Record Dates for dividends, proxies, etc.
q. Conversion expenses - to be determined, time and materials
The following is a list of additional out-of -pocket expenses which shall
be reimbursed by the Trust to RSMC or paid directly by the Trust. Such
expenses include but are not limited to the following:
NATIONAL SECURITIES CLEARING CORPORATION (NSCC) CHARGES
1. FUND/SERV
Participation Fee $50.00 per month
CPU Access Fee $40.00 per month
Transaction Fee $ 0.50 per transaction
2. Networking
Participation Fee $250.00 per month
CPU Access Fee $40.00 per month
Account Fee $.045 per month on monthly dividend
funds
$.030 per month on all other
dividend funds
3. Commission Settlements
Participation Fee $50.00 per month
Account Fee $ 0.30 per account per month.
▇▇▇▇▇▇ SQUARE SYSTEM ACCESS CHARGES FOR NSCC
1. FUND/SERV
Base Facility Use Fee $500.00 per month
Transaction Fee $.25 per transaction
Plus out-of-pocket expenses for settlements, wire charges, NSCC pick-up
charges, etc.
2. Networking
Base Facility Use Fee $500.00 per month
Matrix Level Charges:
Level 1, 2 or 4 $.24 per acct/month
Level 3 $.06 per acct/month
▇▇▇▇▇▇ SQUARE WIRE ORDER DESK
Master/Omnibus Account $7.50 per purchase/redemption
transaction
ADDITIONAL EXPENSES (WHICH MAY BE PAID BY SHAREHOLDER):
Direct ▇▇▇/▇▇▇▇▇ processing $10.00 per account per annum
$ 7.50 new account set-up fee
$ 2.50 per distribution
$10.00 per transfer out
Exchange Fees $5.00 per transaction
PAYMENT
The above will be billed within the first five (5) business days of each
month and will be paid by wire within five (5) business days of receipt.