Exhibit 15(c)
[Letterhead of Heitman Securities Trust]
SHAREHOLDER SERVICING AGREEMENT
Chicago, Illinois
Gentlemen:
We are hereby inviting you, subject to the terms and conditions set forth
below, to serve as the agent of your customers ("Customers") for purposes of
performing certain administrative functions in connection with purchases and
redemptions of Advisor Class shares of beneficial interest ("Shares") of
▇▇▇▇▇▇▇ Securities Trust (the "Trust") from time to time upon the order and
for the account of Customers, and to provide related services to your
Customers in connection with their investments in the Trust.
1. APPOINTMENT. You hereby agree to perform certain services for
Customers as hereinafter set forth. Your appointment hereunder is non-
exclusive, and the parties recognize and agree that, from time to time, the
Trust may enter into other shareholder servicing agreements, with other
financial institutions.
2. SERVICES TO BE PERFORMED. You shall be responsible for performing
shareholder account administrative and servicing functions, which shall
include, without limitation, one or more of the following activities:
(a) answering Customer inquiries regarding account status and history, the
manner in which purchases and redemptions of the Shares may be effected, and
certain other matters pertaining to the Trust; (b) assisting Customers in
designating and changing dividend options, account designations and addresses;
(c) providing necessary personnel and facilities to establish and maintain
certain shareholder accounts and records, as requested from time to time by
the Trust; (d) assisting in processing purchase and redemption transactions;
(e) arranging for the wiring of funds; (f) transmitting and receiving funds in
connection with Customer orders to purchase or redeem Shares; (g) verifying
and guaranteeing Customer signatures in connection with redemption orders,
transfers among and changes in Customer-designated accounts; (h) providing
periodic statements showing a Customer's account balances and, to the extent
practicable, integration of such information with other client transactions
otherwise effected with or through you; (i) furnishing (either separately or
on an integrated basis with other reports sent to a Customer by you) monthly
and annual statements and confirmations of all purchases and redemptions of
Shares in a Customer's account; (j) transmitting proxy statements, annual
reports, prospectuses and other communications from the Trust to Customers;
(k) receiving, tabulating and transmitting to the Trust proxies executed by
Customers with respect to annual and special meetings of shareholders of the
Trust; and (l) providing such other related services as the Trust or a
Customer may reasonably request. You shall provide all personnel and
facilities necessary in order for you to perform one or more of the functions
described in this paragraph with respect to your Customers. You shall
exercise reasonable care in performing all such services and shall be liable
for any failure to exercise such reasonable care.
3. FEES.
3.1. FEES FROM THE TRUST. In consideration for the services
described in section 2 hereof and the incurring of expenses in connection
therewith, you shall receive fees at an annual rate of 0.25% of the average
daily value of all Shares owned by or for all Customers with whom you maintain
a servicing relationship. Such fee to be paid in arrears at the end of each
calendar quarter.
3.2. FEES FROM CUSTOMERS. It is agreed that you may impose certain
conditions on Customers, in addition to or different from those imposed by the
Trust, such as requiring a minimum initial investment or charging Customers
direct fees for the same or similar services as are provided hereunder by you
(which fees may either relate specifically to your services with respect to
the Trust or generally cover services not limited to those with respect to the
Trust). You shall ▇▇▇▇ Customers directly for such fees. In the event you
charge Customers such fees, you shall make appropriate prior written
disclosure (such disclosure to be in accordance with all applicable laws) to
Customers both of any direct fees charged to the Customer and of the fees
received or to be received by you from the Trust pursuant to section 3.1 of
this Agreement. It is understood, however, that in no event shall you have
recourse or access to the account of any shareholder of the Trust except to
the extent expressly authorized by law or by the Trust or by such shareholder
for payment of any direct fees referred to in this section 3.2.
4. CAPACITY AND AUTHORITY TO ACT. You and your officers, employees and
agents are not authorized to make any representations concerning the Trust or
the Shares to Customers or prospective Customers, excepting only accurate
communication of factual information contained in the then-current prospectus
and statement of additional information or such other communications as may be
expressly authorized by the Trust. In performing your services under this
Agreement, you shall act as agent for the Customer and shall have no authority
to act as agent for the Trust. Upon request by the Trust, you shall provide
the Trust with copies of any materials which are generally circulated by you
to your Customers or prospective Customers.
5. USE OF THE AGENT'S NAME. The Trust shall not use your name in any
prospectus, sales literature or other material relating to the Trust in a
manner not approved by you prior thereto in writing; PROVIDED, HOWEVER, that
your approval shall not be required for any use of its name which merely
refers accurately to your appointment hereunder or which is required by the
Securities and Exchange Commission or any state securities authority or any
other appropriate regulatory, governmental or judicial authority; PROVIDED,
FURTHER, that in no event shall such approval be unreasonably withheld or
delayed.
6. USE OF THE TRUST'S NAME. You shall not use the name of the Trust
(other than for internal use in connection with performing its duties under
this agreement) in a manner not approved by the Trust prior thereto in
writing; PROVIDED, HOWEVER, that the approval of the Trust shall not be
required for the use of the Trust's name in connection with communications
permitted by section 4 hereof or for any use of the Trust's name which merely
refers accurately to your role hereunder or which is required by the
Securities and Exchange Commission or any state securities authority or any
other appropriate regulatory, governmental or judicial authority; PROVIDED,
FURTHER, that in no event shall such approval be unreasonably withheld or
delayed.
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7. SECURITY. You represent and warrant that, to the best of your
knowledge, the various procedures and systems which you have implemented
(including provision for twenty-four hours a day restricted access) with
regard to safeguarding from loss or damage attributable to fire, theft or any
other cause the Trust's records and other data and your records, data,
equipment, facilities and other property used in the performance of your
obligations hereunder are adequate and that you will make such changes therein
from time to time as in its judgment are required for the secure performance
of your obligations hereunder. The parties shall review such systems and
procedures on a periodic basis, and the Trust may from time to time specify
the types of records and other data of the Trust to be safeguarded in
accordance with this section 7.
8. COMPLIANCE WITH LAWS; ETC. You shall comply with all applicable
federal and state laws and regulations, including securities laws. You hereby
agree to maintain all records required by law relating to transactions on the
Shares, and upon our request, or of the Trust, promptly make such of these
records available to us or the Trust's administrator as are requested. In
addition, you hereby agree to establish appropriate procedures and reporting
forms and/or mechanisms and schedules in conjunction with us and the Trust's
administrator, to enable the Trust to identify the location, type of, and
sales to all accounts opened and maintained by your customers or by you on
behalf of your customers. You represent and warrant to the Trust that the
performance of all its obligations hereunder will comply with all applicable
laws and regulations, the provisions of your charter documents and by-laws and
all material contractual obligations binding upon you. You furthermore
undertakes that you will promptly inform the Trust of any change in applicable
laws or regulations (or interpretations thereof) or in your charter or by-laws
or material contracts which would prevent or impair full performance of any of
your obligations hereunder.
9. REPORTS. To the extent requested by the Trust from time to time,
you agree that you will provide the Trust with a written report of the amounts
expended by you pursuant to this Agreement and the purposes for which such
expenditures were made. Such written reports shall be in a form satisfactory
to the Trust and shall supply all information necessary for the Trust to
discharge its responsibilities under applicable laws and regulations.
10. RECORD KEEPING.
10.1. SECTION 31(A), ETC. You shall maintain records in a form
acceptable to the Trust and in compliance with applicable laws and the rules
and regulations of the Securities and Exchange Commission, including but not
limited to the record-keeping requirements of section 31(a) of the Investment
Company ▇▇▇ ▇▇▇▇, as amended (the "1940 Act"), and the rules thereunder. Such
records shall be deemed to be the property of the Trust and will be made
available, at the Trust's reasonable request, for inspection and use by the
Trust, representatives of the Trust and governmental authorities. You agree
that, for so long as you retain any records of the Trust, you will meet all
reporting requirements pursuant to the 1940 Act with respect to such records.
10.2. TRANSFER OF CUSTOMER DATA. In the event this Agreement is
terminated or a successor to you are appointed, you shall, at the expense of
the Trust, transfer to such designee as the Trust may direct a certified list
of the shareholders of the Trust serviced by you (with name, address and tax
identification or Social Security number), a complete record of the account of
each such shareholder and the status thereof, and all other relevant books,
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records, correspondence and other data established or maintained by you under
this Agreement. In the event this Agreement is terminated, you will use your
best efforts to cooperate in the orderly transfer of such duties and
responsibilities, including assistance in the establishment of books, records
and other data by the successor.
10.3. SURVIVAL OF RECORD-KEEPING OBLIGATIONS. The record-
keeping obligations imposed in this section 10 shall survive the termination
of this Agreement.
11. FORCE MAJEURE. You shall not be liable or responsible for delays or
errors by reason of circumstances beyond its control, including, but not
limited to, acts of civil or military authority, national emergencies, labor
difficulties, fire, mechanical breakdown, flood or catastrophe, Acts of God,
insurrection, war, riots or failure of communication or power supply.
12. INDEMNIFICATION.
12.1. INDEMNIFICATION OF THE AGENT. The Trust shall indemnify and
hold you harmless from and against any and all losses, claims, damages,
liabilities and expenses incurred by you and resulting from any claim, demand,
action or suit (collectively, "Claims") brought against you and arising out of
or in connection with the performance of your obligations hereunder, other
than any Claim resulting from (i) the bad faith or negligence of you, your
officers, employees or agents, or (ii) any breach of your obligation under
this Agreement or applicable law by you, your officers, employees or agents,
or (iii) any false or misleading statement contained in any communication by
you to any Customer or prospective Customer not prepared by or expressly
authorized by the Trust for your use.
In any case in which the Trust may be asked to indemnify or hold you
harmless, the Trust shall be advised of all pertinent facts concerning the
situation in question and you shall use reasonable care to identify and notify
the Trust promptly concerning any situation which presents or appears likely
to present a claim for indemnification against the Trust. The Trust shall
have the option to defend you against any Claim which may be the subject of
indemnification hereunder. In the event that the Trust elects to defend
against such claim the defense shall be conducted by counsel chosen by the
Trust and satisfactory to you. You may retain additional counsel at its
expense. Except with the prior written consent of the Trust, you shall not
confess any Claim or make any compromise in any case in which the Trust will
be asked to indemnify you.
12.2. INDEMNIFICATION OF THE TRUST. You shall indemnify and hold
the Trust harmless from and against any and all losses, claims, damages,
liabilities and expenses incurred by the Trust and resulting from any Claim
brought against the Trust and resulting from (i) the bad faith or negligence
of you, your officers, employees or agents, or (ii) any breach of your
obligations under this Agreement or applicable law by you, your officers,
employees or agents, or (iii) any false or misleading statement contained in
any communication by you to any Customer or prospective Customer not prepared
by or expressly authorized by the Trust for your use.
In any case in which you may be asked to indemnify or hold the Trust
harmless, you shall be advised of all pertinent facts concerning the situation
in question and the Trust shall use reasonable care to identify and notify you
promptly concerning any situation which presents or appears likely to present
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a claim for indemnification against you. You shall have the option to defend
the Trust against any Claim which may be the subject of indemnification
hereunder. In the event that you elect to defend against such Claim, the
defense shall be conducted by counsel chosen by you and satisfactory to the
Trust. The Trust may retain additional counsel at its expense. Except with
the prior written consent of the agent, the Trust shall not confess any Claim
or make any compromise in any case in which you will be asked to indemnify the
Trust.
12.3. SURVIVAL OF INDEMNITIES. The indemnities granted by the
parties in this section 12 shall survive the termination of this Agreement.
13. INSURANCE. You shall maintain reasonable insurance coverage against
any and all liabilities which may arise in connection with the performance of
its duties hereunder. You shall provide information with respect to the
extent of such coverage upon our request.
14. NOTICES. All notices or other communications hereunder to either
party shall be in writing and shall be deemed sufficient if mailed to such
party at the address of such party set forth in this Agreement or at such
other address as such party may have designated by written notice to the
other.
15. FURTHER ASSURANCES. Each party agrees to perform such further acts
and execute such further documents as are necessary to effectuate the purposes
hereof.
16. TERMINATION. This Agreement may be terminated by the Trust, without
the payment of any penalty, at any time upon not more than 60 days' nor less
than 30 days' notice to you, by a vote of a majority of the Board of Trustees
of the Trust who are not "interested persons" of the Trust (as defined in the
▇▇▇▇ ▇▇▇) and have no direct or indirect financial interest in the operation
of the Trust's Shareholder Servicing Plan (the "Plan"), this Agreement or any
other agreement related to such Plan, or by "a vote of a majority of the
outstanding voting securities" (as defined in the ▇▇▇▇ ▇▇▇) of the Trust. You
may terminate this Agreement upon not more than 60 days' nor less than 30
days' notice to the Trust. Notwithstanding anything herein to the contrary,
this Agreement may not be assigned and shall terminate automatically without
notice to either party upon any assignment. Upon termination hereof, the
Trust shall pay such compensation as may be due you as of the date of such
termination.
17. CHANGES; AMENDMENTS. This Agreement may be changed or amended only
by written instrument signed by both parties.
18. LIMITATION OF LIABILITY. The First Amended and Restated Master
Trust Agreement dated February 28, 1995, as amended from time to time,
establishing the Trust, which is hereby referred to and a copy of which is on
file with the Secretary of The Commonwealth of Massachusetts, provides that
the name of the Trust means the Trustees from time to time serving (as
Trustees but not personally) under said Master Trust Agreement. It is
expressly acknowledged and agreed that the obligations of the Trust hereunder
shall not be binding upon any of the shareholders, Trustees, officers,
employees or agents of the Trust, personally, but shall bind only the trust
property of the Trust, as provided in its Master Trust Agreement. The
execution and delivery of this Agreement have been authorized by the Trustees
of the Trust and signed by an officer of the Trust, acting as such, and
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neither such authorization by such Trustees nor such execution and delivery by
such officer shall be deemed to have been made by any of them individually or
to impose any liability on any of them personally, but shall bind only the
trust property of the Trust as provided in its Master Trust Agreement.
19. MISCELLANEOUS. This Agreement shall be construed and enforced in
accordance with and governed by the laws of The Commonwealth of Massachusetts
without giving effect to the conflicts of laws provisions thereof. The
captions in this Agreement are included for convenience of reference only and
in no way define or limit any of the provisions hereof or otherwise affect
their construction or effect. This Agreement has been executed on behalf of
the Trust by the undersigned not individually, but in the capacity indicated.
This Agreement shall be effective when accepted by you below.
Please confirm your agreement hereto by signing and returning the
enclosed counterpart of this Agreement at once to: Heitman Securities Trust,
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention:
President. Upon receipt thereof, this Agreement and such signed duplicate
copy will evidence the agreement between us.
HEITMAN SECURITIES TRUST
By:/s/_______________________________
NAME:
TITLE:
ATTEST:______________________________
ACCEPTED:
[ ]
(Shareholder Servicing Agent)
By:/s/______________________________
NAME:
TITLE:
ATTEST:______________________________
_______________________________________
_______________________________________
_______________________________________
(ADDRESS TO WHICH ALL COMMUNICATIONS ARE
TO BE SENT)
Dated:_________________________
275672.c2