TRANSFER AGENCY AND SERVICE AGREEMENT
between
HERITAGE SERIES TRUST
and
HERITAGE ASSET MANAGEMENT, INC.
TABLE OF CONTENTS
Page
Article 1 Terms of Appointment; Duties of the Agent . . . . . . 1
Article 2 Fees and Expenses . . . . . . . . . . . . . . . . . . 5
Article 3 Representations and Warranties of the Agent . . . . . 6
Article 4 Representations and Warranties of the Fund . . . . . . 6
Article 5 Indemnification . . . . . . . . . . . . . . . . . . . 7
Article 6 Covenants of the Fund and the Agent . . . . . . . . . 11
Article 7 Termination of Agreement . . . . . . . . . . . . . . . 13
Article 8 Assignment . . . . . . . . . . . . . . . . . . . . . . 13
Article 9 Amendment . . . . . . . . . . . . . . . . . . . . . . 14
Article 10 Merger of Agreement . . . . . . . . . . . . . . . . . 14
Article 11 Miscellaneous . . . . . . . . . . . . . . . . . . . . 14
Article 12 Florida Law to Apply . . . . . . . . . . . . . . . . . 15
TRANSFER AGENCY AND SERVICE AGREEMENT
=====================================
AGREEMENT made as of the 29th day of March, 1993, by and
between HERITAGE SERIES TRUST, a Massachusetts business trust, having its
principal office and place of business at 000 Xxxxxxxx Xxxxxxx, Xx.
Xxxxxxxxxx, Xxxxxxx 00000 (the "Fund"), and HERITAGE ASSET MANAGEMENT,
INC., a Florida corporation and a duly registered transfer agent pursuant
to the Securities Exchange Act of 1934, having its principal office and
place of business at 000 Xxxxxxxx Xxxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000
(the "Agent").
WHEREAS, the Fund desires to appoint the Agent as its
transfer agent, dividend disbursing agent and agent in connection with
certain other activities, and the Agent desires to accept such
appointment;
WHEREAS, the Fund is authorized to issue Shares of
beneficial interest, without par value ("Shares"), in separate series,
portfolios or classes ("Portfolios");
NOW, THEREFORE, in consideration of the mutual covenants
herein contained, the parties hereto agree as follows:
Article 1 TERMS OF APPOINTMENT; DUTIES OF THE AGENT
1.01 Subject to the terms and conditions set forth in
this Agreement, the Fund hereby employs and appoints the Agent to act as,
and the Agent agrees to act as its transfer agent for the Fund's
authorized and issued Shares; its dividend disbursing agent and its agent
in connection with any accumulation, open-account or similar plans
provided to the Shareholders of the Fund ("Shareholders") and set out in
the current effective Prospectus and Statement of Additional Information
of the Fund, including without limitation any periodic investment plan or
periodic withdrawal program.
1.02 The Agent agrees that it will perform the
following services in connection with each of the Fund's Portfolios:
(a) In accordance with the Fund's then current Prospectus
and Statement of Additional Information and procedures established from
time to time by agreement between the Fund and the Agent, the Agent shall:
(i) receive for acceptance, orders for the purchase of
Shares, and promptly deliver payment and appropriate
documentation therefor to the Custodian of the Fund (the
"Custodian");
(ii) pursuant to purchase orders, issue the appropriate number
of Shares and hold such Shares in the appropriate account
of the Shareholder;
(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 the Agent 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 Shareholder;
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(v) effect transfers of Shares by the Shareholders thereof
upon receipt of appropriate instructions;
(vi) prepare and transmit payments for dividends and
distributions declared by the Fund;
(vii) maintain records of account for and advise the Fund and
its Shareholders as to the foregoing; and
(viii) record the issuance of shares of the Fund and maintain
pursuant to Rule 17Ad-10(e) under the Securities Exchange
Act of 1934 a record of the total number of shares of the
Fund which are authorized, based upon data provided to it
by the Fund, and issued and outstanding. Agent shall also
provide the Fund 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 Fund.
(b) In addition to and not in lieu of the services
set forth in the above paragraph (a), the Agent 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
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accounts, preparing Shareholder meeting lists, mailing
proxies, receiving and tabulating proxies, mailing
Shareholder reports and prospectuses to current
Shareholders, withholding taxes on 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
and other confirmable transactions in Shareholder
accounts (which shall also indicate redemptions by check
if the Shareholder has elected the checkwriting
privilege), preparing and mailing activity statements for
Shareholders, and providing Shareholder account
information; and
(ii) provide a system which will enable the Fund to monitor
the total number of shares sold in each State. The Fund
shall (i) identify to the Agent 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
Agent for the Fund's blue sky State registration status
is solely limited to the initial establishment of
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transactions subject to blue sky compliance by the Fund
and the reporting of such transactions to the Fund as
provided above.
Procedures applicable to certain of these services described in
paragraphs (a) and (b) may be established from time to time by agreement
between the Fund and the Agent and shall be subject to the review and
approval of the Fund. The failure of the Fund to establish such procedures
with respect to any service shall not in any way diminish the duty and
obligation of the Agent to perform such service hereunder.
Article 2 FEES AND EXPENSES
2.01 For the duties and obligations to be performed by
the Agent pursuant to this Agreement, the Fund agrees to pay the agent an
annual maintenance fee for each Shareholder account as set out in the fee
schedule attached hereto. Such fees and outof-pocket expenses and advances
identified under Section 2.02 below may be changed from time to time
subject to mutual written agreement between the Fund and the Agent.
2.02 In addition to the fee paid under Section 2.01
above, the Fund agrees to promptly reimburse the Agent for reasonable
out-of-pocket expenses or advances incurred by the Agent for the items set
out in the fee schedule attached hereto. In addition, any other expenses
incurred by the Agent at the request or with the consent of the Fund which
are not properly borne by the agent as part of its duties and obligations
under this Agreement will be promptly reimbursed by the Fund. Postage for
mailing of dividends, proxies, Fund reports and other mailings to all
Shareholder accounts shall be advanced to the Agent by the Fund at least
seven (7) days prior to the mailing date of such materials.
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Article 3 REPRESENTATIONS AND WARRANTIES OF THE AGENT
The Agent represents and warrants to the Fund that:
3.01 It is a corporation duly organized and existing and
in good standing under the laws of the State of Florida.
3.02 It is duly qualified to carry on its business in the
State of Florida.
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 in accordance with procedures established
from time to time by mutual agreement between the Fund and the Agent.
Article 4 REPRESENTATIONS AND WARRANTIES OF THE FUND
The Fund represents and warrants to the Agent 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 All 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, as amended.
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4.05 A Registration Statement containing a Prospectus and
Statement of Additional Information under the Securities Act of 1933, as
amended is currently effective and appropriate state securities law
filings have been made with respect to all Shares of the Fund being
offered for sale.
Article 5 INDEMNIFICATION
5.01 The Agent shall not be responsible for, and the Fund
shall indemnify and hold the Agent harmless from and against, any and all
losses, damages, and any and all reasonable costs, charges, counsel fees,
payments, expenses and liability arising out of or attributable to:
(a) All actions of the Agent or its agents or
subcontractors required to be taken by the Agent pursuant to this
Agreement, provided the Agent and its agents or sub-contractors have acted
in good faith and without negligence or willful misconduct.
(b) The Fund's refusal or failure to comply with the
terms of this Agreement, or the Fund's lack of good faith, negligence or
willful misconduct or the breach of any representation or warranty of the
Fund hereunder.
(c) The reliance on, or use by, the Agent, its agents or
subcontractors of information, records and documents which (i) are
received by the Agent or its agents or subcontractors and furnished to it
by or on behalf of the Fund, and (ii) have been prepared and/or maintained
by the Fund or any other person or firm on behalf of the Fund.
(d) The reliance on or the carrying out by the Agent or
its agents or subcontractors of any written instructions of the Fund.
"Written Instructions" means written instructions delivered by mail,
7
tested telegram cable, telex or facsimile sending device and received by
the Agent, or its agents or subcontractors, signed by authorized persons.
(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 Fund shall not be responsible for and the Agent
shall indemnify and hold the Fund harmless from and against any and all
losses, damages, and any and all reasonable costs, charges, counsel fees,
payments, expenses and liability arising out of or attributable to the
Agent's failure to comply with the terms of this Agreement or any action
or failure or omission to act by the Agent as a result of the lack of good
faith, negligence or willful misconduct of the Agent or any of its agents
or subcontractors referred to in Section 8.03 (i) and (ii) or which arise
out of the breach of any representation or warranty of the Agent
hereunder.
5.03 At any time the Agent may apply to any authorized
officer of the Fund for instructions, and may consult with experienced
securities counsel with respect to any matter arising in connection with
the services to be performed by the Agent under this Agreement, and Agent
and its agents and subcontractors shall not be liable and shall be
indemnified by the Fund for any such instructions or upon the opinion of
such counsel that such actions or omissions comply with the terms of this
Agreement and with all applicable laws. The Agent, its agents and
8
subcontractors shall be protected and indemnified in acting upon any paper
or document furnished by or on behalf of the Fund, reasonably believed by
the Agent 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 Agent or its agents or subcontractors by machine readable
input, telex, CRT data entry or other similar means authorized by the
Fund, and shall not be held to have notice of any change of authority of
any person, until receipt of written notice thereof from the Fund. The
Agent, 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 Fund, and 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, or other causes
reasonably beyond its control, such party shall not be liable for damages
to the other party resulting from such failure to perform or otherwise
from such causes. In addition, the Agent 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 and the Agent
shall further use reasonable care to minimize the likelihood of such
damage, loss of data, delays and/or errors and should such damage, loss of
data, delays and/or errors occur, the Agent shall use its best efforts to
mitigate the effects of such occurrence.
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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 or
the institution of any agency action or investigation 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 same. The party who may be required to indemnify shall have the
option to participate with the party seeking indemnification in the
defense of same. 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 FUND AND THE AGENT
6.01 The Fund shall promptly furnish to the Agent the
following:
(a) A certified copy of the resolution of the Board of
Trustees of the Fund authorizing the appointment of the Agent and the
execution and delivery of this Agreement.
(b) A copy of the Declaration of Trust and By-Laws of the
Fund and all amendments thereto.
6.02 The Agent represents and warrants that to the best
of its knowledge, the various procedures and systems which the Agent has
implemented with regard to safeguarding from loss or damage the stock
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certificates, check forms, facsimile signature imprinting devices, and
other property used in the performance of its obligations hereunder are
adequate and will enable the Agent to perform satisfactorily its
obligations hereunder and that the Agent will make such changes therein
from time to time as in its judgment are required for the secure
performance of its obligations hereunder.
6.03 The Agent shall keep all records relating to the
services to be performed hereunder, in the form and manner it may deem
advisable. To the extend required by Section 31 of the Investment Company
Act of 1940, as amended, and the Rules thereunder, the Agent agrees that
all such records prepared or maintained by the Agent relating to the
services to be performed by the Agent hereunder are the property of the
Fund and will be preserved, maintained and made available in accordance
with such Section and Rules, and will be surrendered promptly to the Fund
on and in accordance with its request.
6.04 The Agent and the Fund 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 Fund, the Agent will endeavor
to notify the Fund and to secure instructions from an authorized officer
of the Fund as to such inspection. The Agent reserves the right, however,
to exhibit the Shareholder records to any person whenever it is advised by
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its counsel that it may be held liable for the failure to exhibit the
Shareholder records to such person.
Article 7 TERMINATION OF AGREEMENT
7.01 This Agreement may be terminated by either party
upon sixty (60) days written notice to the other. Any such termination
shall not effect the rights and obligations of the parties under Article 5
hereof. Should the Fund exercise its right to terminate, all out-of-pocket
expenses associated with the movement of records and material will be
borne by the Fund. Additionally, the Agent reserves the right to charge
for any other reasonable expenses associated with such termination. In the
event that the Fund designates a successor to any of the Agent's
obligations hereunder, the Agent shall, at the expense and direction of
the Fund, transfer to such successor a certified list of the Shareholders
of the Fund, a complete record of the account of each Shareholder, and all
other relevant books, records and other data established or maintained by
the Agent hereunder.
Article 8 ASSIGNMENT
8.01 Except as provided in Section 8.03 below, neither
this Agreement nor any rights or obligations hereunder may be assigned by
the Agent without the written consent of the Fund.
8.02 This Agreement shall insure to the benefit of and be
binding upon the parties and their respective permitted successors and
assigns.
8.03 The Agent may, without further consent on the part
of the Fund, subcontract for the performance hereof with (i) Sungard
Shareholder Systems, Inc., or (ii) Xxxxxxx Xxxxx & Associates, Inc., for
12
the performance of certain duties in connection with the Agent's
performance of this Agreement;
provided, however, that the Agent shall be as fully responsible to the
Fund for the acts and omissions of any subcontractor referred to in (i)
above as it is for its own acts and omissions.
Article 9 AMENDMENT
9.01 This Agreement may be amended or modified only by a
written agreement executed by both parties and authorized or approved by a
resolution of the Board of Trustees of the Fund.
9.02 In the event the Fund issues additional series of
shares in addition to the Shares with respect to which it desires to have
the Agent render services as transfer agent, dividend disbursing agent and
agent under the terms hereof, it shall so notify the Agent in writing, and
if the Agent agrees, in writing to provide such services, such additional
series of Shares shall become a Fund hereunder.
Article 10 MERGER OF AGREEMENT
10.01 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 11 MISCELLANEOUS
11.01 The Fund authorizes the Agent to provide Xxxxxxx
Xxxxx & Associates, Inc., any information it provides or makes available
to the Fund in connection with this Agreement.
11.02 The Agent agrees to treat all records and other
information relative to the Fund and its prior, present or potential
Shareholders confidentially and the Agent on behalf of itself and its
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employees agrees to keep confidential all such information, except after
prior notification to and approval in writing by the fund, which approval
shall not be unreasonably withheld and may not be withheld where the Agent
may be exposed to civil or criminal contempt proceedings for failure to
comply, when requested to divulge such information by duly constituted
authorities, or when so requested by the Fund.
Article 12 FLORIDA LAW TO APPLY
12.01 This Agreement shall be construed and the
provisions thereof interpreted under and in accordance with the laws of
the State of Florida.
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 officers, as of the day and
year first above written.
HERITAGE SERIES TRUST
BY:___________________________
Treasurer
ATTEST:
_________________________
HERITAGE ASSET MANAGEMENT, INC.
BY:_____________________________
ATTEST:
___________________________
Assistant Xxxxxxxxx
00
XXXXXXXX XXXXX MANAGEMENT
Fee Information for Services as
Plan, Transfer and Dividend Disbursing Agent
Original contract dated March 29, 1993:
Original fee schedule dated March 29, 1993
and amended on November 15, 1993
HERITAGE SERIES TRUST
GENERAL - Fees are based on actual cost of services provided plus 10% with
a per account annual limit, plus out-of-pocket expenses. Specific charges
are listed below.
ACCOUNT CHARGES - Heritage Asset Management will charge Heritage Series
Trust the actual cost of servicing accounts, not to exceed a charge of
$7.20 per account per year. The fee is billable on a monthly basis. The
billing rate shall be the lesser of actual expenses (which may include
startup costs amortized over three years) or 1/12 of the $7.20 per account
per year maximum annual fee.
OUT-OF-POCKET EXPENSES - Out-of-pocket expenses include but are not
limited to: postage, forms, telephone, microfilm, microfiche, statement
preparation and other expenses incurred at the specific direction of the
fund. Postage for mass mailings is due seven days in advance of the
mailing date.
PAYMENT - The above fees will be due and payable five days after
notification is received at the fund's offices.
HERITAGE SERIES TRUST HERITAGE ASSET MANAGEMENT, INC.
By_____________________________________________________
Title__________________________________________________
Date:__________________________________________________
HERITAGE ASSET MANAGEMENT
Fee Information for Services as
Plan, Transfer and Dividend Disbursing Agent
Original contract dated March 29, 1993:
Original fee schedule dated March 29, 1993
and amended on November 15, 1993
HERITAGE SERIES TRUST
GENERAL - Fees are based on actual cost of services provided plus 10% with
a per account annual limit, plus out-of-pocket expenses. Specific charges
are listed below.
ACCOUNT CHARGES - Heritage Asset Management will charge Heritage Series
Trust the actual cost of servicing accounts, not to exceed a charge of
$7.20 per account per year. The fee is billable on a monthly basis. The
billing rate shall be the lesser of actual expenses (which may include
startup costs amortized over three years) or 1/12 of the $7.20 per account
per year maximum annual fee.
OUT-OF-POCKET EXPENSES - Out-of-pocket expenses include but are not
limited to: postage, forms, telephone, microfilm, microfiche, statement
preparation and other expenses incurred at the specific direction of the
fund. Postage for mass mailings is due seven days in advance of the
mailing date.
PAYMENT - The above fees will be due and payable five days after
notification is received at the fund's offices.
HERITAGE SERIES TRUST HERITAGE ASSET MANAGEMENT, INC.
By:______________________ ______________________________
Title:___________________ ______________________________
Date:____________________ ______________________________
HERITAGE ASSET MANAGEMENT
Fee Information for Services as
Plan, Transfer and Dividend Disbursing Agent
HERITAGE SERIES TRUST
GENERAL - Fees are based on actual cost of services provided with a per
account, annual limit plus out-of-pocket expenses. Specific charges are
listed below.
ACCOUNT CHARGES - Heritage Asset Management will charge Heritage Series
Trust the actual cost of servicing accounts, not to exceed a charge of
$7.20 per account per year. The fee is billable on a monthly basis. The
billing rate shall be the lesser of actual expenses (which may include
startup costs amortized over three years) or 1/12 of the $7.20 per account
per year maximum annual fee.
OUT-OF-POCKET EXPENSES - Out-of-pocket expenses include but are not
limited to: postage, forms, telephone, microfilm, microfiche, statement
preparation and other expenses incurred at the specific direction of the
fund. Postage for mass mailings is due seven days in advance of the
mailing date.
PAYMENT - The above fees will be due and payable five days after
notification is received at the fund's offices.
HERITAGE SERIES TRUST HERITAGE ASSET MANAGEMENT, INC.
By:______________________ ______________________________
Title:___________________ ______________________________
Date:____________________ ______________________________
