REGISTRAR,
TRANSFER AGENCY AND SERVICE AGREEMENT
BETWEEN
AMR INVESTMENT SERVICES TRUST
AND
NATIONSBANK OF TEXAS, N.A.
TABLE OF CONTENTS
PAGE
Article 1........Terms of Appointment; Duties of the Bank 1
Article 2...............................Fees and Expenses 3
Article 3......Representations and Warranties of the Bank 3
Article 4......Representations and Warranties of the Fund 4
Article 5 ................................Indemnification 4
Article 6..............Covenants of the Fund and the Bank 6
Article 7........................Termination of Agreement 7
Article 8......................................Assignment 8
Article 9.......................................Amendment 9
Article 10.............................Texas Law to Apply 9
Article 11............................Merger of Agreement 9
REGISTRAR,
TRANSFER AGENCY AND SERVICE AGREEMENT
BETWEEN
AMR INVESTMENT SERVICES TRUST
AND
NATIONSBANK OF TEXAS, N.A.
REGISTRAR, TRANSFER AGENCY AND SERVICE AGREEMENT
------------------------------------------------
AGREEMENT made as of the 1st day of November, 1995 by and between AMR INVESTMENT
SERVICES TRUST, a New York Common Law business trust, having its principal
office and place of business at 0000 Xxxx Xxxxxx Xxxxxxxxx, Xxxx Xxxxx, Xxxxx
00000 (the "Trust"), AND NATIONSBANK OF TEXAS, N.A., a national banking
association, having its principal office and place of business at 0000 Xxx Xx.,
Xxxxxx, Xxxxx 00000 (the "Bank").
WHEREAS, the Trust desires to appoint the Bank as its registrar, transfer agent,
dividend disbursing agent and agent in connection with certain other activities
and the Bank desires to accept such appointment; The term "Fund" as used herein
after shall mean each and all such series in existence as of the date hereof
and, if mutually agreed by the Trust and the Bank at such time, each such series
hereafter designated by the Trust.
NOW, THEREFORE, in consideration of the mutual convenants herein contained, the
parties hereto agree as follows:
ARTICLE 1 TERMS OF APPOINTMENT: DUTIES OF THE BANK
----------------------------------------
1.01 Subject to the terms and conditions set forth in this Agreement,
the Trust hereby employs and appoints the Bank to act as, and the Bank agrees to
act as, registrar of each of the Trust's series of units of beneficial interest
("Shares"), transfer agent for the Shares, dividend disbursing agent and agent
for the shareholders of the Trust (the "Shareholders") in connection with any
dividend reinvestment plan as set out in the prospectus and statement of
additional information of the Trust. The term "Fund" as used herein shall mean
each and all such series of shares in existence as of the date hereof, and, if
mutually agreed by the Trust and the Bank at such time, each such series of
shares hereafter designated by the Trust.
1.02 The Bank agrees that it will perform the following services:
(a) In accordance with the Trust's then current prospectus and
statement of additional information, and procedures established from time to
time by agreement between the Trust and the Bank, the Bank shall:
(i) enter on the records of the Bank on behalf of the Fund the
appropriate number of Shares, as authorized by the
Shareholders, and hold such Shares in the appropriate
Shareholder account;
(ii) effect transfers of Shares by the registered owners thereof
upon receipt of appropriate documentation;
(iii) prepare and transmit payments for dividends and
distributions declared by the Fund; and
(iv) act as agent for Shareholders in connection with any
dividend reinvestment plan of the Trust as agreed between
the Trust and the Bank from time to time.
(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 registrar, transfer agent, dividend disbursing agent and agent for the
Shareholders of the Trust in connection with any dividend reinvestment plan of
the Trust as consistent with all applicable regulations in effect as of the date
of this Agreement as more fully described in the attached fee schedule,
including but not limited to: maintaining all Shareholder accounts, preparing
Shareholder meeting lists, mailing proxies, receiving and tabulating proxies and
mailing Shareholder reports to current Shareholders, 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 registered
Shareholders, preparing and mailing confirmation forms and statements of account
to Shareholders for all confirmable transactions in Shareholder accounts, and
providing Shareholder account information.
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Procedures applicable to certain of these services described in paragraphs (a)
and (b) may be established from time to time by agreement between the Trust and
the Bank and shall be subject to the review and approval of the Trust. The
failure of the Trust to establish such procedures with respect to any service
shall not in any way diminish the duty and obligation of the Bank to perform
such service described in paragraph (a) and (b).
ARTICLE 2 FEES AND EXPENSES
-----------------
2.01 For the performance by the Bank of the provisions of this
Agreement, the Trust agrees to pay the Bank an annual maintenance fee as set out
in the initial fee schedule attached hereto. Such fee 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 Fund and the Bank.
2.02 In addition to the fee paid under Section 2.01 above, the Fund
agrees promptly to reimburse the Bank for reasonable 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 of
or with the consent of the Fund which are not properly borne by the Bank as part
of its duties and obligations under this Agreement will be promptly reimbursed
by the Fund. Postage and the cost of materials for mailing of dividends,
proxies, Fund reports and other mailings to all Shareholder accounts shall be
advanced to the Bank by the Fund at least seven (7) days prior to the mailing
date of such materials.
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE BANK
------------------------------------------
The Bank represents and warrants to the Fund that:
3.01 It is a national banking association duly organized and existing
and in good standing under the laws of the United States of America.
3.02 It is duly qualified to carry on its business in the State of
Texas.
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.
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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.
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE BANK
------------------------------------------
The Fund represents and warrants to the Bank that:
4.01 It is a duly organized New York common law.
4.02 It is empowered under applicable laws and by governing instrument
to enter into and perform this Agreement.
4.03 All necessary actions required by its governing instrument 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 To assist the Bank in the performance of its duties hereunder, the
Trust will provide the Bank on a timely basis with the Trust's current effective
prospectus and statement of additional information immediately upon
effectiveness of each post-effective amendment to the Trust's registration
statement.
ARTICLE 5 INDEMNIFICATION
---------------
5.01 The Bank shall not be responsible for, and the Fund shall
indemnify and hold the Bank harmless from and against, any and all losses,
damages, costs, charges, counsel fees, payments, expenses and liabilities
arising out of or attributable to:
(a) All actions of the Bank or its agents or subcontractors required to
be taken pursuant to this Agreement, provided that such actions are taken 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 which arise out of the Fund's lack of good faith, negligence or
willful misconduct or which arise out of the breach of any representation or
warranty of the Fund 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
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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 Bank or its agents or
subcontractors of any written instructions or requests of the Fund's
representatives. "Written instructions" means written instructions delivered by
mail, tested telegram, telex or facsimile sending device and received by the
Bank, or its agents or subcontractors, signed by Authorized Persons as defined
in paragraph 5.03.
(e) The offer or sale of shares of Common Stock or of Shares in
violation of any requirement under the federal securities laws or regulations or
in violation of any stop order or other ruling by any federal agency.
(f) Any action or inaction taken by the Bank pursuant to written
instructions given to the Bank by an investment advisor of the Fund.
5.02 The Fund shall not be responsible for, and the Bank shall
indemnify and hold the Fund harmless from and against any and all losses,
damages, costs, charges, counsel fees, expense and liability arising out of or
attributable to the Bank's failure to comply with the terms of this Agreement or
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 or which arises out of the
breach of any representation or warranty of the Bank hereunder.
5.03 At any time the Bank may apply to any authorized officer of the
Fund for instructions, and may consult with legal counsel experienced in
securities matters (including counsel to the Fund) 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 Fund for any action reasonably 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 Fund, reasonably
believed to be genuine and to have been signed by the proper person or persons
authorized by the Fund, as to which notice has been given to the Bank
("Authorized Persons"), or upon any instruction, information, data, records or
documents provided by Authorized Persons to the Bank or its agents or
subcontractors by telephone, in person, machine readable input, telex, CRT data
5
entry or other similar means authorized by the Fund, and shall not be held to
have notice of any change of authority of any Authorized Person, until receipt
of written notice thereof from the Fund.
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 its control, such party shall not be liable for damages to the
other for any losses, damages, costs, charges, counsel fees, payments, expenses
or liability resulting from such failure to perform or otherwise from such
causes. In addition, the Bank shall 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 Bank shall use its best
efforts to mitigate the effects of such occurrence.
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
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 or institution, 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 FUND AND THE BANK
----------------------------------
6.01 The Fund shall promptly furnish to the Bank the following:
(a) A certified copy of the documentation reflecting the action taken
by the Fund's authorizing the appointment of the Bank and the execution and
delivery of this Agreement.
(b) A copy of the governing instrument of the Fund and all amendments
thereto.
The Bank represents and warrants that to the best of its knowledge, the
various procedures and systems which the Bank has implemented with regard to
safeguarding from loss or damage the share certificates, check forms, facsimile
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signature imprinting devices, and other property used in the performance of its
obligations hereunder are adequate and will enable the Bank to perform
satisfactorily its obligations hereunder and that the Bank will make such
changes therein from time to time as in its judgment are required for the secure
performance of its obligations hereunder.
6.02 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 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.
6.03 The Bank 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.
6.04 In case of any requests or demands for the inspection of the
Shareholder records of the Fund, the Bank will endeavor to notify the Fund and
to secure instructions from an authorized officer of the Fund as to such
inspection. The Bank reserves the right, however, to 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.
6.05 The Fund shall make all required filings under federal and state
securities laws.
ARTICLE 7 TERMINATION OF AGREEMENT
------------------------
7.01 This Agreement may be terminated by either party upon one hundred
twenty (120) days written notice to the other. Any such termination shall not
effect the rights and obligations of the parties under Article 5 hereof.
7.02 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 Bank reserves the right to charge for any other
reasonable expenses and for its time at its customary rate associated with such
7
termination. In the event that the Fund designates a successor to any of the
Bank's obligations hereunder, the Bank 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 Bank
hereunder.
ARTICLE 8 ASSIGNMENT
----------
8.01 Neither this Agreement nor any rights or obligations hereunder may
be assigned by either party without the written consent of the other party.
8.02 This Agreement shall inure to the benefit of and be binding upon
the parties and their respective permitted successors and assigns.
The Bank agrees that any claims by it against the Trust under this
Agreement may be satisfied only from the assets of the Trust; that the person
executing this Agreement on behalf of the Trust has executed it in his capacity
as an officer of the Trust and not individually, and that the obligations of the
Trust arising out of this Agreement are not binding upon such person or the
Trust's shareholders individually but are binding only upon the assets and
property of the Trust; and that no shareholders, trustees or officers of the
Trust may be held personally liable or responsible for any obligations of the
Trust arising out of this Agreement.
The Trust agrees that the person executing this Agreement on behalf of
the Bank has executed it in his capacity as an officer of the Bank and not
individually, and that the obligations of the Bank arising out of this Agreement
are not binding on such person or the Bank's officers, directors, employees or
shareholders individually but are binding only upon the Bank; and that no
officer, director, employee or shareholder of the Bank may be held personally
liable or responsible for any obligations of the Bank arising out of this
Agreement.
ARTICLE 9 AMENDMENT
---------
9.01 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.
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ARTICLE 10 TEXAS LAW TO APPLY
------------------
10.01 This Agreement shall be construed and the provision thereof
interpreted under and in accordance with the laws of the State of Texas.
ARTICLE 11 MERGER OF AGREEMENT
---------- -------------------
11.01 This Agreement constitutes the entire agreement between the
parties hereto and supersedes any prior agreement with respect to the subject
hereof whether oral or written.
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.
ATTEST: AMR INVESTMENT SERVICES TRUST
/s Xxxxx X. Xxxxxxxxx By: /s/ Xxxxxxx X. Xxxxx
----------------------- --------------------------
Authorized Employee Xxxxxxx X. Xxxxx
President
ATTEST: NATIONSBANK OF TEXAS, N.A.
/s/ C.F. Lemms BY: /s/ X. Xxxxx
----------------------- -------------------------
Authorized Officer Senior Vice President
and Trust Officer
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November 1, 1995
FEE SCHEDULE
Registrar,
Transfer Agency and Service Agreement
between
AMR Investment Services Trust
and
NationsBank of Texas, N.A.
Compensation for all services to be performed:
$4,000 per year
