TRANSFER AGENCY AND SERVICE AGREEMENT
between
NORTH AMERICAN SECURITY TRUST
and
STATE STREET BANK AND TRUST COMPANY
TABLE OF CONTENTS
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Page
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Article 1 Terms of Appointment; Duties of the Bank................. 2
Article 2 Fees and Expenses........................................ 5
Article 3 Representations and Warranties of the Bank............... 6
Article 4 Representations and Warranties of the Trust.............. 7
Article 5 Indemnification.......................................... 7
Article 6 Covenants of the Trust and the Bank...................... 10
Article 7 Termination of Agreement................................. 12
Article 8 Additional Series........................................ 12
Article 9 Assignment............................................... 12
Article 10 Amendment................................................ 13
Article 11 Merger of Agreement...................................... 13
Article 12 Massachusetts Law to Apply............................... 13
Article 13 Limitation of Liability.................................. 13
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TRANSFER AGENCY AND SERVICE AGREEMENT
-------------------------------------
AGREEMENT made as of the 1st day of June , 1989, by and between NORTH
AMERICAN SECURITY TRUST, a Massachusetts business trust, having its principal
office and place of business at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000
(the "Trust"), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust
company having its principal office and place of business at 000 Xxxxxxxx
Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (the "Bank").
WHEREAS, the Trust is authorized to issue shares in separate series, with
each such series representing interests in a separate portfolio of securities
and other assets; and WHEREAS, the Trust intends to initially offer shares in
six series, the Growth Trust, U.S. Government High Yield Trust, Money Market
Trust, Conservative Asset Allocation Trust, Moderate Asset Allocation Trust and
Aggressive Asset Allocation Trust (each such series, together with all other
series subsequently established by the Trust and made subject to this Agreement
in accordance with Article 8, being herein referred to as a Portfolio and
collectively as the "Portfolios");
WHEREAS, the Trust on behalf of the Portfolios desires to appoint the Bank
as its transfer agent, dividend disbursing agent and agent in connection with
certain other activities, and the Bank desires to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
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Article 1 Terms of Appointment; Duties of the Bank
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1.01 Subject to the terms and conditions set forth in this Agreement, the
Trust on behalf of the Portfolios hereby employs and appoints the Bank to act
as, and the Bank agrees to act as its transfer agent for the authorized and
issued shares of beneficial interest of the Trust representing interests in each
of the respective Portfolios ("Shares"), dividend disbursing agent and agent in
connection with any accumulation, open-account or similar plans provided to the
shareholders of each of the respective Portfolios of the Trust ( Shareholders")
and set out in the prospectus and statement of additional information as amended
from time to time ("prospectus") of the Trust on behalf of the applicable
Portfolio, including without limitation any periodic investment plan or periodic
withdrawal program.
1.02 The Bank agrees that it will perform the following services:
(a) In accordance with procedures established from time to time by
agreement between the Trust on behalf of each of the Portfolios, as applicable
and the Bank, the Bank shall:
(i) Receive for acceptance, orders for the purchase of Shares, and
promptly deliver payment and appropriate documentation therefor to the
Custodian of the Trust as appointed by resolution of the Board of
Trustees of the Trust (the "Custodian"); (ii) Pursuant to purchase
orders, issue the appropriate number of Shares and hold such Shares in
the appropriate Shareholder account;
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(iii) Receive for acceptance redemption requests and redemption
directions and deliver the appropriate documentation therefor to the
Custodian;
(iv) At the appropriate time as and when it receives monies paid to
it by the Custodian with respect to any redemption, pay over or cause
to be paid over in the appropriate manner such monies as instructed by
the redeeming Shareholders ;
(v) Effect transfers of Shares by the registered owners thereof upon
receipt of appropriate instructions;
(vi) Prepare and transmit pavements for dividends and distributions
declared by the Trust on behalf of the applicable Portfolio; and
(vii) Maintain one or more Share accounts as requested by each holder
of Shares of any Portfolio, showing the following information for each
such account :
(1) name and address;
(2) number of Shares held; and
(3) historical information, from the effective date of this
Contract forward, including dividends paid and the date and price of
all Share transactions.
(viii) Record the issuance of Shares and maintain pursuant to SEC Rule 17Ad-
10(e) a record of the total number of Shares which are authorized,
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based upon data provided to it by the Trust, and issued and
outstanding. Bank shall also provide the Trust on a regular basis with
the total number of Shares which are authorized and issued and
outstanding and shall have no obligation, when recording the issuance
of Shares, to monitor the issuance of such Shares or to take
cognizance of any laws relating to the issue or sale of such Shares,
which functions shall be the sole responsibility of the Trust.
(b) In addition to and not in lieu of the services set forth in the above
paragraph (a), the Bank shall: (i) perform all of the customary services of a
transfer agent, dividend disbursing agent and, as relevant, agent in connection
with accumulation, open-account or similar plans (including without limitation
any periodic investment plan or periodic withdrawal program), including but not
limited to: maintaining all Shareholder accounts, preparing Shareholder meeting
lists, mailing proxies, receiving and tabulating proxies, mailing Shareholder
reports and prospectuses to current Shareholders, withholding taxes on U.S.
resident and non-resident alien accounts, preparing and filing U.S. Treasury
Department Forms 1099 and other appropriate forms required with respect to
dividends and distributions by federal authorities for all Shareholders,
preparing and mailing confirmation forms and statements of account to
Shareholders for all purchases and redemptions of Shares, all payments of
dividends and
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distributions or reinvestments of same, all exchanges of Shares of a Portfolio
for Shares of another Portfolio and other confirmable transactions in
Shareholder accounts, preparing an mailing activity statements for Shareholders,
and providing Shareholder account information and (ii) provide a system which
will enable the Trust to monitor the total number of Shares sold in each State,
provided that, the Trust shall (i) identify to the Bank in writing those
transactions and assets to be treated as exempt from blue sky reporting for each
State and (ii) verify the establishment of transactions for each State on the
system prior to activation and thereafter monitor the daily activity for each
State. The responsibility of the Bank for the Trust's blue sky State
registration status is solely limited to the initial establishment of
transactions subject to blue sky compliance by the Trust and the reporting of
such transactions to the Trust as provided above.
Procedures applicable to certain of these services may be established from
time to time by agreement between the Trust and the Bank.
Article 2 Fees and Expenses
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2.01 For performance by the Bank pursuant to this Agreement, the Trust agrees
on behalf of each of the Portfolios to pay the Bank an annual maintenance fee
for each Shareholder account as set out in the initial fee schedule attached
hereto. Such fees and out-of-pocket expenses and advances identified under
Section 2.02 below may be changed from time to time subject to mutual written
agreement between the Trust and the Bank.
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2.02 In addition to the fee paid under Section 2.01 above, the Trust agrees on
behalf of each of the Portfolios to reimburse the Bank for out-of-pocket
expenses or advances incurred by the Bank for the items set out in the fee
schedule attached hereto. In addition, any other expenses incurred by the Bank
at the request or with the consent of the Trust, will be reimbursed by the Trust
on behalf of the applicable Portfolio.
2.03 The Trust agrees on behalf of each of the Portfolios to pay all fees
and reimbursable expenses within five days following the mailing of the
respective billing notice. Postage for mailing of dividends, proxies, Trust
reports and other mailings to all Shareholder accounts shall be advanced to the
Bank by the Trust at least seven (7) days prior to the mailing date of such
materials.
Article 3 Representations and Warranties of the Bank
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The Bank represents and warrants to the Trust that:
3.01 It is a trust company duly organized and existing and in good standing
under the laws of The Commonwealth of Massachusetts.
3.02 It is duly qualified to carry on its business in The Commonwealth of
Massachusetts.
3.03 It is empowered under applicable laws and by its charter and by-laws to
enter into and perform this Agreement.
3.04 All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement
3.05 It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under this
Agreement.
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Article 4 Representations and Warranties of the Trust
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The Trust represents and warrants to the Bank that:
4.01 It is a business trust duly organized and existing and in good standing
under the laws of Massachusetts.
4.02 It is empowered under applicable laws and by its Declaration of Trust and
By-Laws to enter into and perform this agreement.
4.03 A11 corporate proceedings required by said Declaration of Trust and By-
Laws have been taken to authorize it to enter into and perform this Agreement.
4.04 It is an open-end management investment company registered under the
Investment Company Act of 1940.
4.05 A registration statement of the Trust under the Securities Act of 1933
containing a prospectus for each of the Portfolios is currently effective and
will remain effective, and appropriate state securities law filings have been
made and will continue to be made, with respect to all Shares being offered for
sale.
Article 5 Indemnification
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5.01 The Bank shall not be responsible for, and the Trust shall on behalf of
the applicable Portfolio indemnify and hold the Bank harmless from and against,
any and all losses, damages, costs, charges, counsel fees, payments, expenses
and liability arising out of or attributable to:
(a) All actions of the Bank or its agent or subcontractors required to be
taken pursuant to this Agreement,
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provided that such actions are taken in good faith and without negligence or
willful misconduct.
(b) The Trust's refusal or failure to comply with the terms of this Agreement,
or which arise out of the Trust's lack of good faith, negligence or willful
misconduct or which arise out of the breach of any representation or warranty of
the Trust hereunder.
(c) The reliance on or use by the Bank or its agents or subcontractors of
information, records and documents which (i) are received by the Bank or its
agents or subcontractors and furnished to it by or on behalf of the Trust, and
(ii) have been prepared and/or maintained by the Trust or any other person or
firm on behalf of the Trust.
(d) The reliance on, or the carrying out by the Bank or its agents or
subcontractors of any instructions or requests of the Trust on behalf of the
applicable Portfolio.
(e) The offer or sale of Shares in violation of any requirement under the
federal securities laws or regulations or the securities laws or regulations of
any state that such Shares be registered in such state or in violation of any
stop order or other determination or ruling by any federal agency or any state
with respect to the offer or sale of such Shares in such state.
5.02 The Bank shall indemnify and hold the Trust harmless from and against
any and all losses, damages, costs, charges, counsel fees, payments, expenses
and liability arising out of or attributable to any action or failure or
omission to act by the Bank as a result of the Bank's lack of good faith,
negligence or willful misconduct.
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5.03 At any time the Bank may apply to any officer of the Trust for
instructions, and may consult with legal counsel with respect to any matter
arising in connection with the services to be performed by the Bank under this
Agreement, and the Bank and its agents or subcontractors shall not be liable and
shall be indemnified by the Trust on behalf of the applicable Portfolio for any
action taken or omitted by it in reliance upon such instructions or upon the
opinion of such counsel. The Bank, its agents and subcontractors shall be
protected and indemnified in acting upon any paper or document furnished by or
on behalf of the Trust, reasonably believed to be genuine and to have been
signed by the proper person or persons, or upon any instruction, information,
data, records or documents provided the Bank or its agents or subcontractors by
machine readable input, telex, CRT data entry or other similar means authorized
by the Trust, and shall not be held to have notice of any change of authority of
any person, until receipt of written notice thereof from the Trust. The Bank,
its agents and subcontractors shall also be protected and indemnified in
recognizing stock certificates which are reasonably believed to bear the proper
manual or facsimile signatures of the officers of the Trust, and the proper
countersignature of any former transfer agent or registrar, or of a co-transfer
agent or co-registrar.
5.04 In the event either party is unable to perform its obligations under the
terms of this Agreement because of acts of God, strikes, equipment or
transmission failure or damage reasonably beyond its control, or other causes
reasonably beyond
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its control, such party shall not be liable for damages to the other for any
damages resulting from such failure to perform or otherwise from such causes.
5.05 Neither party to this Agreement shall be liable to the other party for
consequential damages under any provision of this Agreement or for any act or
failure to act hereunder.
5.06 In order that the indemnification provisions contained in this Article 5
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.
Article 6 Covenants of the Trust and the Bank
-----------------------------------
6.01 The Trust shall on behalf of each of the Portfolios promptly furnish to
the Bank the following:
(a) A certified copy of the resolution of the Board of Trustees of the Trust
authorizing the appointment of the Bank and the execution and delivery of this
Agreement.
(b) A copy of the Declaration of Trust and By-Laws of the Trust and all
amendments thereto.
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6.02 The Bank hereby agrees to establish and maintain facilities and
procedures reasonably acceptable to the Trust for safekeeping of stock
certificates, check forms and facsimile signature imprinting devices, if any;
and for the preparation or use, and for keeping account of, such certificates,
forms and devices.
6.03 The Bank shall keep records relating to the services to be performed
hereunder, in the form and manner as it may deem advisable. To the extent
required by Section 31 of the Investment Company Act of 1940, as amended, and
the Rules thereunder, the Bank agrees that all such records prepared or
maintained by the Bank relating to the services to be performed by the Bank
hereunder are the property of the Trust and will be preserved, maintained and
made available in accordance with such Section and Rules, and will be
surrendered promptly to the Trust on and in accordance with its request.
6.04 The Bank and the Trust agree that all books, records, information and
data pertaining to the business of the other party which are exchanged or
received pursuant to the negotiation or the carrying out of this Agreement shall
remain confidential, and shall not be voluntarily disclosed to any other person,
except as may be required by law.
6.05 In case of any requests or demands for the inspection of the Shareholder
records of the Trust, the Bank will use its best efforts to notify the Trust and
to secure instructions from an authorized officer of the Trust prior to such
inspection. The Bank reserves the right, however, to
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exhibit the Shareholder records to any person whenever it is advised by its
counsel that it may be held liable for the failure to exhibit the Shareholder
records to such person.
Article 7 Termination of Agreement
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7.01 This Agreement may be terminated by either party upon one hundred twenty
(120) days written notice to the other.
7.02 Should the Trust exercise its right to terminate, all out-of-pocket
expenses associated with the movement of records and material will be borne by
the Trust on behalf of the applicable Portfolio(s). Additionally, the Bank
reserves the right to charge for any other reasonable expenses associated with
such termination.
Article 8 Additional Series
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8.01 In the event that the Trust establishes one or more series of Shares
in addition to the six series indicated on the first page of this Agreement with
respect to which it desires to have the Bank render services as transfer agent
under the terms hereof, it shall so notify the Bank in writing, and if the Bank
agrees in writing to provide such services, such series of Shares shall become a
Portfolio hereunder.
Article 9 Assignment
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9.01 Except as provided in Section 9.03 below, neither this Agreement nor any
rights or obligations hereunder may be assigned by either party without the
written consent of the other party.
9.02 This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.
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9.03 The Bank may, without further consent on the part of the Trust,
subcontract for the performance hereof with (i) Boston Financial Data Services,
Inc., a Massachusetts corporation ("BFDS") which is duly registered as a
transfer agent pursuant to Section 17A(c)(l) of the Securities Exchange Act of
1934 ("Section 17A(c)(l)"), (ii) a BFDS subsidiary duly registered as a transfer
agent pursuant to Section 17A(c)(l) or (iii) a BFDS affiliate; provided,
however, that the Bank shall be as fully responsible to the Trust for the acts
and omissions of any subcontractor as it is for its own acts and omissions.
Article 10 Amendment
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10.01 This Agreement may be amended or modified by a written agreement
executed by both parties and authorized or approved by a resolution of the Board
of Trustees of the Trust.
Article 11 Merger of Agreement
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11.01 This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject matter
hereof whether oral or written.
Article 12 Massachusetts Law to Apply
--------------------------
12.01 This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of The Commonwealth of Massachusetts.
Article 13 Limitation of Liability
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13.01 The Agreement and Declaration of Trust establishing the Trust, dated
September 28, 1988, a copy of which, together with all amendments thereto (the
"Declaration of Trust"), is on file in the office of the Secretary of The
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Commonwealth of Massachusetts, provides that the name "North American Security
Trust" refers to the Trustees under the Declaration of Trust collectively as
Trustees, but not as individuals or personally; and no Trustee, shareholder,
officer, employee or agent of the Trust shall be held to any personal liability,
nor shall resort be had to their private property, for the satisfaction of any
obligation or claim, in connection with the affairs of the Trust or any
Portfolio thereof, but only the assets belonging to the Trust, or to the
particular Series of Shares with respect to which the obligation or claim arose,
shall be liable.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf under their seals by and through
their duly authorized officer, as of the day and year first above written.
NORTH AMERICAN SECURITY TRUST
BY:
President
ATTEST:
Assistant Secretary
STATE STREET BANK AND TRUST COMPANY
BY:
Vice President
ATTEST:
Assistant Secretary
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AMENDMENT TO THE
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TRANSFER AGENCY AND SERVICE AGREEMENT
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THIS AMENDMENT, made as of January 1, 1991 between NORTH AMERICAN SECURITY
TRUST, a Massachusetts business trust (the "Fund") and State Street Bank and
Trust Company, a Massachusetts trust company (the "Bank"), to the Transfer
Agency and Service Agreement between the Fund and the Bank dated the 1st day of
June, 1989. (the "Agreement").
WITNESSETH THAT
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WHEREAS, the Fund and the Bank desire to incorporate specific language
regarding the processing of as-of transactions into the Agreement;
NOW THEREFORE, the Fund and the Bank agree that Section 1.02 of the Agreement
be amended by the addition of the following Section 1.02(c):
(c) Additionally, the Bank shall:
(i) Utilize a system to identify all share transactions which involve
the purchase and redemption of orders that are processed at a time other than
the time of computation of the net asset value per share next computed after
receipt of such orders, and shall calculate the net effect upon the net asset
value of the Fund of these transactions on a daily and cumulative basis.
(ii) Correctly assign a reason code to every transaction described above
clearly indicating the party responsible for the transaction.
(iii) Calculate the dollar amount equivalent to one-half of one cent per
share. The amount determined on the basis of the above calculation will
represent the threshold limit. If the net effect of the as-of transactions is
negative and exceeds the threshold limit, the party responsible shall promptly
make payment to the Fund in cash to reduce the net effect to less than the
threshold limit.
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(iv) The party responsible for exceeding the threshold limit will be
determined by calculating the net effect of as-of transactions attributed to
individual parties. The party responsible for the most negative effect to the
Fund on that day will be deemed the party responsible if that party's negative
effect would reduce the total net negative effect to less than one-half of one
cent per share. If that party's net negative effect does not reduce the total
net negative effect to less than one-half of one cent per share then the party
with the second largest net negative effect will also be deemed to be
responsible. This calculation shall continue until the total net effect to the
Fund is under one-half of one cent. It is understood by both the Bank and the
Fund that the Fund shall be solely responsible for ensuring payment by all
parties other than the Bank.
(v) Will supply to the Fund reports summarizing the transactions
identified above and the daily and cumulative net effect of such transactions.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed in their names and on their behalf by and through their duly authorized
officers, as of the above reference day and year.
ATTEST: STATE STREET BANK AND TRUST COMPANY
BY: ________________________
Assistant Secretary Vice President
ATTEST: NORTH AMERICAN SECURITY TRUST
BY:
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