RESTATED AGENCY AGREEMENT
This agreement, effective this 1st day of August, 1995, amends and restates
(a) the agreement dated December 31, 1987, as amended by amendments dated May 1,
1995, July 29, 1992, February 1, 1991, and August 1, 1988 (the "Agreement") by
and between STEINROE MUNICIPAL TRUST, a Massachusetts business trust, and
STEINROE SERVICES INC. (hereinafter referred to as "SSI"), a Massachusetts
corporation and (b) the agreement dated February 11, 1986, as amended by
amendments dated May 1, 1995, July 29, 1992, February 1, 1991, August 1, 1988,
and March 3, 1987, among STEINROE INCOME TRUST and STEINROE INVESTMENT TRUST,
each a Massachusetts business trust, and SSI. [SteinRoe Municipal Trust,
SteinRoe Income Trust, and SteinRoe Investment Trust are referred to hereinafter
individually as a "Trust" and collectively as the "Trusts."]
WITNESSETH:
1. APPOINTMENT. Each Trust hereby appoints SSI, effective as of the date
hereof, as its agent in connection with the issue, redemption, and transfer of
shares of beneficial interest of the Trust, including shares of each respective
series of the Trust (hereinafter called the "Shares"), and to process investment
income and capital gain distributions with respect to such Shares, to perform
certain duties in connection with the Trust's withdrawal and other plans, to
mail proxy and other materials to the Trust's shareholders upon the terms and
conditions set forth herein, and to perform such other and further duties as are
agreed upon between the parties from time to time.
2. ACKNOWLEDGMENT. SSI acknowledges that it has
received from each Trust the following documents:
A. A certified copy of the Agreement and Declaration of
Trust and any amendments thereto;
B. A certified copy of the By-Laws of Trust;
C. A certified copy of the resolution of its Board of
Trustees authorizing this Agreement;
D. Specimens of all forms of Share certificates as
approved by its Board of Trustees with a statement
of its Secretary certifying such approval;
E. Samples of all account application forms and other
documents relating to shareholders accounts,
including terms of its Systematic Withdrawal Plan;
F. Certified copies of any resolutions of the Board of
Trustees authorizing the issue of authorized but
unissued Shares;
G. An opinion of counsel for the Trust with respect to
the validity of the Shares, the status of
repurchased Shares and the number of Shares
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with respect to which a Registration Statement has
been filed and is in effect;
H. A certificate of incumbency bearing the signatures of the officers of
the Trust who are authorized to sign Share certificates, to sign checks
and to sign written instructions to SSI.
3. ADDITIONAL DOCUMENTATION. Each Trust will also furnish
SSI from time to time with the following documents:
A. Certified copies of each amendment to its Agreement
and Declaration of Trust and By-Laws;
B. Each Registration Statement filed with the Securities
and Exchange Commission and amendments thereto with
respect to its Shares;
C. Certified copies of each resolution of the Board of
Trustees authorizing officers to give instructions
to SSI;
D. Specimens of all new Share certificates accompanied
by certified copies of Board of Trustees resolutions
approving such forms;
E. Forms and terms with respect to new plans that may be instituted and
such other certificates, documents or opinions that SSI may from time
to time, in its discretion, deem necessary or appropriate in the proper
performance of its duties.
4. AUTHORIZED SHARES. Each Trust certifies to SSI that,
as of the date of this Agreement, it may issue unlimited
number of Shares of the same class in one or more series as
the Board of Trustees may authorize. The series authorized as
of the date of this Agreement are listed in Schedule B.
5. REGISTRATION OF SHARES. SSI shall record issuances of Shares based on
the information provided by each Trust. SSI shall have no obligation to a Trust,
when countersigning and issuing Shares, whether evidenced by certificates or in
uncertificated form, to take cognizance of any law relating to the issuance and
sale of Shares, except as specifically agreed in writing between SSI and the
Trusts, and shall have no such obligation to any shareholder except as
specifically provided in Sections 8-205, 8-208 and 8-406 of the Uniform
Commercial Code. Based on data provided by each Trust of Shares registered or
qualified for sale in various states, SSI will advise the Trusts when any sale
of Shares to a resident of a state would result in total sales in that state in
excess of the amount registered or qualified in that state.
6. SHARE CERTIFICATES. Each Trust shall supply SSI with a sufficient supply
of serially pre-numbered blank Share certificates, which shall contain the
appropriate series designation, if applicable. Such blank certificates shall be
properly prepared and signed by authorized officers of Trust manually or, if
authorized by Trust, by facsimile and shall bear the seal of Trust or a
facsimile thereof. Notwithstanding the death, resignation, or removal of any
officer authorized to sign
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certificates, SSI may continue to countersign certificates which bear the manual
or facsimile signature of such officer as directed by Trust.
7. CHECKS. Each Trust shall supply SSI with a sufficient supply of serially
pre-numbered blank checks for the dividend bank accounts and for the principal
bank accounts of Trust. SSI shall prepare and sign by facsimile signature
plates, bearing the facsimiles of the signatures of authorized signatories,
dividend account checks for payment of ordinary income dividends and capital
gain distributions and principal account checks for payment of redemptions of
Shares, including those in connection with the Trusts' Withdrawal Plans, refunds
on subscriptions and other capital payments on Shares, in accordance with this
Agreement. SSI shall hold signature facsimile plates for this purpose and shall
exercise reasonable care in their transportation, storage or use. SSI may
deliver such signature facsimile plates to an agent or contractor to perform the
services described herein, but shall not be relieved of its duties hereunder by
any such delivery.
8. RECORDKEEPING. SSI shall maintain records showing
for each shareholder's account in the appropriate series of
each Trust, the following information and such other
information as may be mutually agreed to from time to time by
the Trusts and SSI:
A. To the extent such information is provided by shareholders: name(s),
address, alphabetical sort key, client number, tax identification
number, account number, the existence of any special service or
transaction privilege offered by the Trust and applicable to the
shareholder's account including but not limited to the telephone
exchange privilege, and other similar information;
B. Number of Shares held;
C. Amount of accrued dividends;
D. Information for the current calendar year regarding the account of the
shareholder, including transactions to date, date of each transaction,
price per share, amount and type of each purchase and redemption,
transfers, amount of accrued dividends, the amount and date of all
distributions paid, price per share, and amount of all distributions
reinvested;
E. Any stop order currently in effect against the
shareholder's account;
F. Information with respect to any withholding for the
calendar year as required under applicable Federal
and state laws, rules and regulations;
G. The certificate number and date of issuance of each
Share certificate outstanding, if any, representing
a shareholder's Shares in each account, the number
of Shares so represented, and any stop legend on
each certificate;
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H. Information with respect to gross proceeds of all
sales transactions as required under applicable
Federal income tax laws, rules and regulations; and
I. Such other information as may be agreed upon by the
Trusts and SSI from time to time.
SSI shall maintain for any account that is closed ("Closed Account") the
aforesaid records through the June of the calendar year following the year in
which the account is closed or such other period as may be mutually agreed to
from time to time by such Trust and SSI.
9. ADMINISTRATIVE SERVICES. SSI shall furnish the
following administrative services to each Trust:
A. Coordination of the printing and dissemination of
Prospectuses, financial reports, and other
shareholder information as are agreed to by SSI and
the Trust from time to time.
B Maintenance of data and statistics and preparation of reports for
internal use and for distribution to the Board of Trustees concerning
shareholder transaction and service activity.
C. Handling of requests from third parties involving shareholder records,
including, but not limited to, record subpoenas, tax levies, and orders
issued by courts or administrative or regulatory agencies.
D. Development and monitoring of shareholder service programs that may be
offered from time to time, including, but not limited to, individual
retirement account and tax-qualified retirement plan programs,
checkwriting redemption privileges, automatic purchase, exchange and
redemption programs, audio response services, programs involving
electronic transfer of funds, and lock box facilities.
E. Provision of facilities, hardware and software systems, and equipment
in Chicago (and other locations mutually agreed to by SSI and the
Trusts) to meet the needs of shareholders and prospective shareholders,
including, but not limited to, walk-in facilities, toll-free telephone
numbers, electronic audio and other communication, accounting and
recordkeeping systems to handle shareholder transaction, inquiry and
other activity, and to provide management and other personnel required
to staff such facilities and administer such systems.
10. SHAREHOLDER SERVICES. SSI shall provide the
following services as are requested by a Trust in addition to
the transactional and recordkeeping services provided for
elsewhere herein:
A. Responding to communications from shareholders or
their representatives or agents concerning any
matters pertaining to shares
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registered in their names, including, but not limited to, (i) net asset
value and average cost basis information; (ii) shareholder services,
plans, options, and privileges; and (ii) with respect to the series of
the Trust represented by such shares, information concerning investment
policies, portfolio holdings, performance, and shareholder
distributions and the classification thereof for tax purposes.
B. Handling of shareholder complaints and correspondence
directed to or brought to the attention of SSI.
C. Soliciting and tabulating proxies of shareholders and
answering questions concerning the subject matter
thereof.
D. Under the direction of the officers of the Trust, administering a
program whereby shareholders whose mail from the Trust is returned are
identified, current address information for such shareholders is
solicited, and shares and dividend or redemption proceeds owned by
shareholders who cannot be located are escheated to the proper
authorities in accordance with applicable laws and regulations.
E. Preparing and disseminating special data, notices, reports, programs,
and literature for certain categories of shareholders based on account
characteristics, or for shareholders generally in light of industry,
market, product, tax, or legal developments.
F. Assisting any institutional servicing or recordkeeping agent engaged by
SSI and approved by the Trust in the development, implementation, and
maintenance of special programs and systems to enhance overall
shareholder servicing capability, consisting of:
(i) Product and system training for personnel of
the institutional servicing agent.
(ii) Joint programs with the institutional servicing agent to develop
customized shareholder software systems, account statements, and
other information and reports.
(iii) Electronic and telephonic systems and other technological means by
which shareholder information, account data, and cost of
securities may be exchanged among SSI, the institutional servicing
agent, and their respective agents or vendors.
G. Furnishing sub-accounting services for retirement
plan shareholders and other shareholders
representing group relationships with special
recordkeeping needs.
H. Providing and supervising the services of employees
whose principal responsibility and function will be
to preserve and strengthen the Trust's relationships
with its shareholders.
I. Such other shareholder and shareholder-related services, whether
similar to or different from those described in this section as the
parties may from time to time agree in writing.
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11. PURCHASES. Upon receipt of a request for purchase
of Shares containing data required by a Trust for processing
of a purchase transaction, SSI will:
A. Compute the number of Shares of the appropriate
series of the Trust to which the purchaser is
entitled and the dollar value of the transaction
according to the price of such Shares as provided by
the Trust for purchases made at that time and date;
B. In the case of a new shareholder, establish an account for the
shareholder, including the information specified in Section 8 hereof;
in the case of an Exchange as described in Section 14 below by
telephone or telegraph, the account shall have exactly the same
registration as that of the account of the other series of the Trust or
any other series of another Trust from which the Exchange was made;
C. Transmit to the shareholder by mail or electronically a confirmation of
the purchase, as directed by the Trust, in such format as agreed to by
SSI and the Trusts, including all information called for thereby, and,
in the case of a purchase for a new account, shall also furnish the
shareholder a current Prospectus of the applicable series;
D. If applicable, prepare a refund check in the amount
of any overpayment of the subscription price and
deliver it to the Trust for signing; and
E. If a certificate is requested by the shareholder, prepare, countersign,
issue and mail, not earlier than 30 days after the date of purchase, to
the shareholder at his address of record a Share certificate for such
full Shares purchased.
12. REDEMPTIONS. Instructions to redeem Shares of any series of a Trust,
including instructions for an Exchange as described in Section 14 below, may be
furnished in written form, or by other means, including but not limited to
telephonic or electronic transmission or by writing a special form of check, as
may be mutually agreed to from time to time by each Trust and SSI. Upon receipt
by SSI of instructions to redeem which are in "good order," as defined in the
Prospectus of the applicable series and satisfactory to SSI, SSI will:
A. Compute the amount due for the Shares and the total number of all the
Shares redeemed in accordance with the price per Share as provided by
the Trust for redemptions of such Shares at that time and date, and
transmit to the shareholder by mail or electronically a confirmation of
the redemption, as directed by the Trust, in such format as agreed to
by SSI and the Trust, including all information called for thereby;
B. Confirmations of redemptions that result in the
payment of accrued dividends shall indicate the
amount of such payment and any amounts withheld;
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C. In the case of a redemption in written form other than by Exchange, SSI
shall transmit to the shareholder by check or, as may be mutually
agreed to by the Trust and SSI and requested by the shareholder,
electronic means, an amount equal to the redemption price and any
payment of accrued dividends occasioned by the redemption, net of any
amounts withheld under applicable Federal and state laws, rules and
regulations on or before the seventh calendar day following the date on
which instructions to redeem in "good order" as defined in the
Prospectus of the applicable series, which instructions are
satisfactory to SSI as received by SSI. In the case of an Exchange, SSI
shall use the proceeds of the redemption, net of any amounts withheld
under applicable Federal and state laws, rules and regulations, to
purchase Shares of any other series of the Trust or any other series of
another Trust selected by the person requesting the Exchange;
D. In the case of Exchanges by telephone or telegraph, redemptions by
telephone or electronic transmission and redemptions by writing a
special form of check, SSI shall deliver to the Trust, on the business
day following the effective date of such transaction, a listing of such
transaction data in a format agreed to by the Trusts and SSI from time
to time;
E. If any Share certificate or instruction to redeem
tendered to SSI is not satisfactory to SSI, it shall
promptly notify the Trust of such fact together with
the reason therefor;
F. SSI shall cancel promptly Share certificates received
in proper form for redemption and issue, countersign
and mail new Share certificates for the Shares
represented by certificates so cancelled which are
not redeemed;
G. SSI shall advise the Trust and refuse to process any redemption by
electronic transmission or Exchange by telephone or telegraph or
redemptions by writing a special form of check, if such transaction
would result in the redemption of Shares represented by outstanding
certificates, unless otherwise instructed by an officer of the Trust.
13. ADMINISTRATION OF WITHDRAWAL PLANS. A redemption made pursuant to a
Withdrawal Plan offered by the Trusts shall be effected by SSI at the net asset
value per Share of the appropriate series of the Trust on the twentieth day or
the next business day of the month in which the recipient is scheduled to
receive the withdrawal payment. SSI shall prepare and mail to the recipient on
or before the seventh calendar day after the date of redemption a check in the
amount of each required payment, net of any amounts withheld under applicable
Federal and state laws, rules and regulations, and also furnish the shareholder
a confirmation of the redemption as described in Section 12 above.
14. EXCHANGES. Upon receipt by SSI of a request to
exchange Shares of a series of a Trust held in a shareholder's
account for those of any other series of the
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Trust or any other series of another Trust or vice versa in written form, by
telephone or telegraph or by other electronic means, containing data required by
the Trust for processing such a transaction, SSI will:
A. If the request is by telephone, telegraph or other electronic means,
verify that the shareholder has furnished both the series of a Trust
from and to which the Exchange is to be made authorization, in a form
acceptable to such Trust, to accept Exchange instructions for his
account by such means.
B. Process a redemption of the Shares of the series of the Trust to be
redeemed in connection with the Exchange and apply the proceeds
thereof, net of any amounts withheld under applicable Federal and state
laws, rules and regulations, to purchase shares of any other series of
the Trust or any other series of another Trust being acquired in
accordance with the respective Trust's redemption and purchase policies
and Sections 11 and 12 of this Agreement.
Any redemption and purchase pursuant to an Exchange shall be effected as of
the time and prices applicable to an order for redemption or purchase received
at the time the request for Exchange is received.
15. TRANSFER OF SHARES. Upon receipt by SSI of a request for a transfer of
Shares of any series of a Trust, and receipt of a Share certificate for transfer
or an order for the transfer of Shares in the case of an uncertificated account,
in either case with such endorsements, instruments of assignment or evidence of
succession as may be required by SSI and accompanied by payment of such transfer
taxes, if any, as may be applicable, and satisfaction of any other conditions
for registration of transfers contained in the Trust's By- Laws, Prospectuses,
and Statements of Additional Information, SSI will verify the balance of Shares
of such series of the Trust in the account; record the transfer of ownership of
such Shares in its Share certificate and shareholder records for such series;
cancel Share certificates for Shares surrendered for transfer; establish an
account pursuant to Section 8 for the transferee if a new shareholder; prepare,
countersign and mail new Share certificates for a like number of Shares in the
case of a certificated account; and transmit to the shareholder by mail or
electronically confirmation of the transfer for each account affected, in a
format agreed to by SSI and the Trust, including all information called for
thereby. SSI shall be responsible for determining that certificates, orders for
transfer, and supporting documents, if any, are in proper legal form for the
transfer of Shares.
16. CHANGES IN SHAREHOLDER RECORDS. Changes in items of information
specified in Section 8 not relating to change in ownership of Shares will be
made by SSI upon receipt of a request for such change in a format agreed to by
SSI and the Trusts. In the case of any change that SSI and the Trusts agree
requires confirmation, a confirmation of such change in a format agreed to by
SSI and the Trusts shall be transmitted to the shareholder by mail or
electronically.
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17. REFUSAL TO REDEEM OR TRANSFER. SSI reserves the right to refuse to
redeem or transfer Shares until reasonably satisfied that the endorsement on the
Share certificates or written request presented is valid and genuine, and for
such purpose may require where reasonably necessary or appropriate a guarantee
of signature. SSI also reserves the right to refuse to redeem or transfer Shares
until satisfied that the requested transfer or redemption is legally authorized,
and it shall incur no liability for the refusal in good faith to make transfers
or redemptions which it, in its judgment, deems improper or unauthorized.
Notwithstanding the foregoing, SSI shall redeem or transfer Shares even though
not satisfied as to the endorsement or legal authority if it is first
indemnified to its reasonable satisfaction against all expenses and liabilities
to which it might, in its judgment, be subjected by such action.
18. DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS. Each Trust will promptly
inform SSI of the declaration of any dividend or other distribution with respect
to Shares of any series of the Trust, including the amount of distribution, the
amount of withholding under applicable Federal and state laws, rules and
regulations, if any, dividend number, if any, record date, ex-dividend date,
payable date and price at which dividends or other distributions are to be
reinvested.
In the case of any series of a Trust for which dividends shall be declared
daily and paid monthly or quarterly, SSI will credit the dividend payable to
each shareholder thereof to a dividend account of the shareholder and will
provide the Trust on each business day with reports of the total amount of
dividends credited and such other data as are agreed upon by the Trust and SSI.
Promptly after the payable date for the Trust, SSI will provide the Trust with
reports showing the accounts which have been paid a dividend or other
distribution, the amount received by each account, the amount withheld as
required under applicable Federal and state laws, rules and regulations, if any,
the amount of the dividend or distribution paid in cash or reinvested in Shares,
and the total amount of cash and Shares required for payment of the dividend or
other distribution.
In the case of each other series of the Trust, SSI will provide the Trust
promptly following the record date therefor with reports of the total amount of
dividends payable with respect thereto and such other data as are agreed to by
the Trusts and SSI. Promptly after the payable date therefor, SSI will provide
the Trust with reports showing the accounts which are to be paid a dividend or
other distribution, the amount to be received by each account, the amount to be
withheld as required under applicable Federal and state laws, rules and
regulations, if any, whether such dividend or distribution is to be paid in cash
or reinvested in Shares, and the total amount of cash and Shares required for
the payment of such dividend or distribution.
At times agreed to by the Trusts and SSI, SSI will transmit by mail or
electronically to shareholders the proceeds of such dividend or other
distribution and confirmation thereof. Where distributions are reinvested, the
price and date of reinvestment will be those supplied by the Trusts.
Confirmations will be prepared by SSI in a format agreed to by SSI and the
Trusts.
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19. WITHHOLDING. Under applicable Federal and state laws, rules and
regulations requiring withholding from dividends and other distributions and
payments to shareholders, SSI shall be responsible for determining the amount to
be withheld and the Trusts shall forward that amount to SSI, which will deposit
said amount with, and report said amount to, the proper governmental agency as
required thereunder. Liability for any amounts withheld, whether or not actually
withheld, and for any penalties which may be imposed upon the payor for failure
to withhold, report, or deposit the proper amount, and for any interest due on
said amount, shall be borne by the Trusts and SSI as provided in Section 37
hereof.
Upon receipt of a certificate from a shareholder pertaining to withholding
(including exemptions therefrom) containing such information as required by a
Trust of the shareholder under applicable Federal and state laws, rules and
regulations, SSI shall promptly process the certificate, which shall become
effective as soon as reasonably possible after receipt by SSI, but no later than
may be required by applicable Federal and state laws, rules and regulations.
At the time a shareholder account is established with a Trust, the Trust
shall be responsible for (i) soliciting the shareholder's tax identification
number in the manner and form required under applicable Federal and state laws,
rules and regulations; (ii) identifying and rejecting an obviously incorrect
number (as defined under applicable Federal and state laws, rules and
regulations) and (iii) furnishing to SSI the number and any related information
provided by or on behalf of the shareholder. SSI shall be responsible for any
subsequent communications to the shareholder that may be required in this
regard.
In the case of withholding an amount in excess of the proper amount from a
payment made by or on behalf of a Trust to a shareholder except as otherwise
provided by applicable Federal and state laws, rules and regulations, SSI, at
the direction of the Trust, shall immediately adjust the shareholder's account,
as well as succeeding deposits; provided, however, that when an adjustment would
result in an adjustment across calendar years, SSI shall not be required to make
such adjustment.
In the case of (i) a failure to withhold the proper amount from a dividend
or other distribution or payment made by or on behalf of any series of a Trust
to a shareholder or (ii) any penalties attributable to (a) a failure to withhold
the proper amount or (b) the shareholder's failure to provide the Trust or SSI
with correct information requested in order to comply with withholding
requirements under applicable Federal and state laws, rules and regulations,
SSI, at the direction of the Trust, shall immediately cause the redemption of
Shares from the shareholder's account with such series having a value not
exceeding the sum of such deficit amount and applicable penalties and apply the
proceeds to reimburse whomever has borne the expense resulting from the
shareholder's failure. If the value of the Shares in the shareholder's account
with the series is less than the sum of the deficit amount and applicable
penalties, SSI may cause the redemption of Shares having a value not exceeding
such difference from any account, including a joint
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account, of the shareholder with any other series of the Trust or any other
series of another Trust, subject to the consent of the other Trust, and apply
the proceeds to reimburse whoever has borne the expense resulting from the
shareholder's failure.
20. MAILINGS. SSI shall take all steps required,
including the addressing of envelopes, to make the following
additional mailings to shareholders:
A. SSI shall mail financial reports furnished by each
series of a Trust to shareholders as requested and
will mail the current Prospectus for each series of
the Trust to shareholders of such series once each
year;
B. SSI shall mail to shareholders of each series of a
Trust proxy material for each duly scheduled meeting
of shareholders of that series;
C. SSI shall include in any of the above mailings such
other enclosures as are compatible for mailing
purposes as reasonably requested by the Trusts;
D. SSI shall make such other mailings upon such terms and conditions and
for such fees as are agreed to by SSI and each Trust from time to time.
The Trusts shall deliver all material required to be furnished to SSI for
any scheduled mailing sufficiently in advance of the date for such mailing, so
that SSI may effect the scheduled mailing.
21. TAX INFORMATION RETURNS AND REPORTS. SSI will prepare and file with the
appropriate governmental agencies, such information, returns and reports as are
required to be so filed for reporting (i) dividends and other distributions
made, (ii) amounts withheld on dividends and other distributions and payments
under applicable Federal and state laws, rules and regulations, and (iii) gross
proceeds of sales transactions as required and as the Trusts shall direct SSI.
Further, SSI shall prepare and deliver to the Trusts reports showing amounts
withheld from dividends and other distributions and payments made for each
series of the Trusts.
22. INFORMATION TO BE FURNISHED TO SHAREHOLDERS. SSI will prepare and
transmit to each shareholder of each Trust annually in such format as is
reasonably requested by the Trust, and as agreed to by SSI, information returns
and reports for reporting dividends and other distribution and payments, amounts
withheld, if any, and gross proceeds of sales transactions as required under
applicable Federal and state laws, rules and regulations.
23. STOP ORDERS. Upon receipt of a request from a Trust or a shareholder
that a "stop" should be placed on the shareholder's account, SSI will maintain a
record of such "stop" and notify the Trust if any transaction request is
received from a shareholder which would reduce the number of Shares in an
account on which a "stop" has been placed. SSI will inform the Trusts of any
information SSI receives relating to a "stop." SSI shall also maintain for the
Trusts the record of share certificates on which a "stop" has been placed, it
being understood that a
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certificate "stop" does not mean a "stop" on the shareholder's entire account to
which a certificate may relate.
24. SHARE SPLITS AND SHARE DIVIDENDS. If a Trust elects
to declare a Share dividend or split for any series, the
services and fees with respect thereto will be negotiated by
the Trust and SSI.
25. REPLACEMENT OF SHARE CERTIFICATES. SSI may issue a new Share
certificate in place of a Share certificate represented as not having been
received or as having been lost, stolen, seized or destroyed, upon receiving
instructions from a Trust and indemnity satisfactory to SSI, and may issue a new
Share certificate in exchange for, and upon surrender of, an identifiable
mutilated Share certificate. Such instructions from the Trust shall be in such
form as has been approved by its Board of Trustees and shall be in accordance
with the provisions of its By-Laws governing such matters.
26. UNCLAIMED AND UNDELIVERED SHARE CERTIFICATES. Where a Share certificate
is in the possession of SSI for any reason, and has not been claimed by the
record holder or cannot be delivered to the record holder, SSI shall cancel said
certificate and reflect as uncertificated Shares on the shareholder's account
record the Shares represented by said cancelled certificate.
27. REPORTS AND FILES. SSI shall maintain the files and furnish the
statistical and other information listed on Schedule C. However, SSI reserves
the right to delete, change or add to the files maintained and information
provided so long as such deletions, additions or changes do not impair the
receipt of services described elsewhere in this Agreement. SSI shall also use
its best efforts to obtain such additional statistical and other information as
the Trusts may reasonably request within the capabilities of SSI, for such
additional consideration as may be agreed to by SSI and the Trusts.
28. EXAMINATION OF DAILY TRANSACTIONS. The Trusts will examine reports
reflecting each day's transactions and other data delivered to it for the
accuracy of the transactions reflected therein and failure to reflect
transactions that should have been reflected therein. If SSI has not received
from a Trust, within five (5) business days after delivery of such reports to
the Trust, written notice, which may be in the form of an appropriate
transaction instruction submitted by the Trust for the purpose of correcting the
error or omission, as to any errors or omissions which a reasonable inspection
and normal audit and control procedure would reveal, then all transactions
reflected in such reports shall be deemed to be correct and accepted by the
Trust, and SSI shall have no further responsibility for the omission from or
correction, deletion, or inclusion of any transaction reflected or which should
have been reflected therein, or any liability to the Trust or any third person
on account of such error or omission.
29. DISPOSITION OF BOOKS, RECORDS, AND CANCELLED SHARE
CERTIFICATES. SSI will periodically send to each Trust all
books, documents, and records of the Trust no longer needed
for current purposes and Share certificates which have been
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cancelled in transfer or in redemption; such books, documents, records, and
Share certificates shall be safely stored by the Trusts for future reference for
such period as is required and by any means permitted by the Investment Company
Act of 1940, or the rules and regulations issued thereunder, or other relevant
statutes. SSI shall have no liability for loss or destruction of said books,
documents, records, or Share certificates after they are returned to the Trusts.
30. INSPECTION OF SHARE BOOKS. In case of any request or demand for
inspection of the books of a Trust reflecting ownership of the Shares therein
("Share books"), SSI will make a reasonable effort to notify the Trust and to
secure instructions as to permitting or refusing such inspection. SSI reserves
the right, however, to exhibit the Share books to any person in case it is
advised by its counsel that it may be held liable for the failure to exhibit the
Share books to such person.
31. FEES. Each Trust shall pay to SSI for its services
hereunder fees computed as set forth in Schedule A hereto.
32. OUT-OF-POCKET EXPENSES. Each Trust shall reimburse SSI for any and all
out-of-pocket expenses and charges in performing services under this Agreement
(other than charges for normal data processing services and related software,
equipment and facilities) including, but not limited to, mailing service,
postage, printing of shareholder statements, the cost of any and all forms of
the Trust and other materials used by SSI in communicating with shareholders of
the Trust, the cost of any equipment or service used for communicating with the
Trust's custodian bank or other agent of the Trust, and all costs of telephone
communication with or on behalf of shareholders allocated in a manner mutually
acceptable to the Trust and SSI.
33. INSTRUCTIONS, OPINION OF COUNSEL, AND SIGNATURES. At any time SSI may
apply to a duly authorized agent of a Trust for instructions regarding the
Trust, and may consult counsel for the Trust or its own counsel, in respect of
any matter arising in connection with this Agreement, and it shall not be liable
for any action taken or omitted by it in good faith in accordance with such
instructions or with the advice or opinion of such counsel. SSI shall be
protected in acting upon any such instruction, advice, or opinion and upon any
other paper or document delivered by the Trust or such counsel believed by SSI
to be genuine and to have been signed by the proper person or persons and shall
not be held to have notice of any change of authority of any officer or agent of
the Trust, until receipt of written notice thereof from the Trust.
34. TRUSTS' LEGAL RESPONSIBILITY. Each Trust assumes
full responsibility for the preparation, contents, and
distribution of each Prospectus and Statement of Additional
Information of the Trust, and for complying with all
applicable requirements of the Securities Act of 1933, as
amended, the Investment Company Act of 1940, as amended, and
any laws, rules, and regulations of government authorities
having jurisdiction over the Trust except that SSI shall be
responsible for all laws, rules and regulations of government
authorities having jurisdiction over transfer agents and their
activities. SSI assumes full responsibility for complying
14
with due diligence requirements of payors of reportable dividends and of brokers
under the Internal Revenue Code with respect to shareholder accounts.
35. REGISTRATION OF SSI AS TRANSFER AGENT. SSI represents that it is
registered with the Securities and Exchange Commission as a transfer agent under
Section 17A of the Securities Exchange Act of 1934 and will notify the Trusts
promptly if such registration is revoked or if any proceeding is commenced
before the Securities and Exchange Commission which may lead to such revocation.
36. CONFIDENTIALITY OF RECORDS. SSI agrees not to disclose any information
received from the Trusts to any other customer of SSI or to any other person
except SSI's employees and agents, and shall use its best efforts to maintain
such information as confidential. Upon termination of this Agreement, SSI shall
return to the Trusts all records in the possession and control of SSI related to
the Trusts' activities, other than SSI's own business records, it being also
understood that any programs and systems used by SSI to provide the services
rendered hereunder will not be given to the Trusts.
Notwithstanding the foregoing, it is understood and agreed that SSI may
maintain with the Trusts' records information and data to be utilized by SSI in
providing services to entities serving as trustees and/or custodians of
prototype Tax-Qualified Retirement Plans, XXX Plans, plans for employees of
public schools or tax-exempt organizations, or other plans which invest in the
Shares. In the event that this Agreement is terminated, SSI may transfer and
retain from the records maintained for the Trusts such information and data
relating to participants in such aforementioned plans as may be required for SSI
to continue providing its services to such trustees and/or custodians.
37. LIABILITY AND INDEMNIFICATION. SSI shall not be liable to the Trusts
for any action taken or thing done by it or its agents or contractors on behalf
of a Trust in carrying out the terms and provisions of this Agreement if done in
good faith and without negligence or misconduct on the part of SSI, its agents
or contractors.
Each Trust shall indemnify and hold SSI, and its controlling persons, if
any, harmless from any and all claims, actions, suits, losses, costs, damages,
and expenses, including reasonable expenses for counsel, incurred by it in
connection with its acceptance of this Agreement, in connection with any action
or omission by it or its agents or contractors in the performance of its duties
hereunder to the Trusts, or as a result of acting upon any instruction believed
by it to have been executed by a duly authorized agent of a Trust or as a result
of acting upon information provided by a Trust in form and under policies agreed
to by SSI and the Trusts provided that: (i) to the extent such claims, actions,
suits, losses, costs, damages, or expenses relate solely to a particular series
or group of series of Shares, such indemnification shall be only out of the
assets of that series or group of series; (ii) this indemnification shall not
apply to actions or omissions constituting negligence or misconduct of SSI or
its agents or contractors, including but not limited to willful misfeasance, bad
faith, or gross negligence in the performance of their duties, or reckless
disregard of their obligations and duties under this Agreement;
15
and (iii) SSI shall give a Trust prompt notice and reasonable opportunity to
defend against any such claim or action in its own name or in the name of SSI.
SSI shall indemnify and hold harmless each Trust from and against any and
all claims, demands, expenses and liabilities which the Trust may sustain or
incur arising out of, or incurred because of, the negligence or misconduct of
SSI or its agents or contractors, provided that: (i) this indemnification shall
not apply to actions or omissions constituting negligence or misconduct of the
Trust or its other agents or contractors and (ii) the Trust shall give SSI
prompt notice and reasonable opportunity to defend against any such claim or
action in its own name or in the name of the Trust.
38. INSURANCE. SSI represents that it has available to
it the insurance coverage set forth on Schedule D hereto, and
agrees to notify the Trusts in advance of any proposed
deletion or reduction in said insurance.
39. FURTHER ASSURANCES. Each party agrees to perform
such further acts and execute such further documents as are
necessary to effectuate the purposes hereof.
40. DUAL INTERESTS. It is understood that some person or persons may be
trustees, directors, officers, or shareholders of both the Trusts and SSI, and
that the existence of any such dual interest shall not affect the validity
hereof or of any transactions hereunder except as otherwise provided by specific
provision of applicable law.
41. AMENDMENT AND TERMINATION. This Agreement may be modified or amended
from time to time by mutual agreement between the parties hereto and may be
terminated by at least one hundred eighty (180) days' written notice given by
one party to the other. Upon termination hereof, each Trust shall pay to SSI
such compensation as may be due as of the date of such termination and shall
reimburse SSI for its costs, expenses, and disbursements payable under this
Agreement to such date. In the event that in connection with termination a
successor to any of the duties or responsibilities of SSI hereunder is
designated by the Trust by written notice to SSI, it shall promptly upon such
termination and at the expense of the Trust, transfer to such successor a
certified list of shareholders of each series of the Trust (with name, address,
and tax identification number), a record of the account of each shareholder and
status thereof, and all other relevant books, records, and data established or
maintained by SSI under this Agreement and shall cooperate in the transfer of
such duties and responsibilities, including provision, at the expense of the
Trust, for assistance from SSI personnel in the establishment of books, records,
and other data by such successor.
42. ASSIGNMENT.
A. Except as provided below, neither this Agreement nor any rights or
obligations hereunder may be assigned by either party without the
written consent of the other party.
16
B. This Agreement shall inure to the benefit of and be
binding upon the parties and their respective
permitted successors and assigns.
C. SSI may subcontract for the performance of any of its duties or
obligations under this Agreement with any person if such subcontract is
approved by the Board of Trustees of a Trust provided, however, that
SSI 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.
43. NOTICE. Any notice under this Agreement shall be in writing, addressed
and delivered or sent by registered mail, postage prepaid to the other party at
such address as such other party may designate for the receipt of such notices.
Until further notice to the other parties, it is agreed that the address of the
Trusts is Xxx Xxxxx Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000, Attention: Secretary,
and that of SSI for this purpose is Xxx Xxxxx Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx
00000, Attention: Secretary.
44. NON-LIABILITY OF TRUSTEES AND SHAREHOLDERS. Any obligation of a Trust
hereunder shall be binding only upon the assets of that Trust (or the applicable
series thereof), as provided in its Agreement and Declaration of Trust, and
shall not be binding upon any Trustee, officer, employee, agent or shareholder
of the Trust or upon any other Trust. Neither the authorization of any action by
the Trustees or the shareholders of a Trust, nor the execution of this Agreement
on behalf of the Trust shall impose any liability upon any Trustee or any
shareholder. Nothing in this Agreement shall protect any Trustee against any
liability to which such Trustee would otherwise be subject by willful
misfeasance, bad faith or gross negligence in the performance of his duties, or
reckless disregard of his obligations and duties under this Agreement.
45. REFERENCES AND HEADINGS. In this Agreement and in any such amendment,
references to this Agreement and all expressions such as "herein," "hereof," and
"hereunder," shall be deemed to refer to this Agreement as amended or affected
by any such amendments. Headings are placed herein for convenience of reference
only and shall not be taken as a part hereof or control or affect the meaning,
construction or effect of this Agreement. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original.
17
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the day and year first above written.
STEINROE MUNICIPAL TRUST
STEINROE INCOME TRUST
STEINROE INVESTMENT TRUST
ATTEST: By: XXXXXXX X. XXXXXX
President
XXXXXXX XXXXXX XXXXX
Secretary
STEINROE SERVICES INC.
ATTEST: By: XXXXXXX X. XXXXX
Vice President
XXXXXXX XXXXXX XXXXX
Secretary
18
Schedule A
Agency Agreement
Fees pursuant to Section 31 of the Agency Agreement shall be calculated in
accordance with the following schedule. For each series, the fee shall accrue on
each calendar day and shall be payable monthly on the first business day of the
next succeeding calendar month.
The daily fee accrual shall be computed by multiplying the fraction of one
divided by the number of days in the calendar year by the applicable annual fee
and multiplying this product by the net assets of the series, determined in the
manner established by the Board of Trustees of the applicable Trust, as of the
close of business on the last preceding business day on which the series' net
asset value was determined.
Type of Series Annual Fee
-------------------------------- ---------------------------
Fixed Income (non-money fund) 0.140% of average daily net
assets
Fixed Income (money market fund) 0.150% of average daily net
assets
Equity 0.220% of average daily net
assets
Dated: August 1, 1995
19
Schedule B
Agency Agreement
The Series of the Trusts covered by this agreement are as follows:
STEINROE INVESTMENT TRUST
Xxxxx Xxx Growth & Income Fund
Xxxxx Xxx International Fund
Xxxxx Xxx Xxxxx Investor Fund
Xxxxx Xxx Special Venture Fund
Xxxxx Xxx Balanced Fund
Xxxxx Xxx Growth Stock Fund
Xxxxx Xxx Capital Opportunities Fund
Xxxxx Xxx Special Fund
Xxxxx Xxx Growth Opportunities Fund
Xxxxx Xxx Focus Fund
Xxxxx Xxx Asia Pacific Fund
Xxxxx Xxx Small Company Growth Fund
Xxxxx Xxx GrowthInvestor Fund
Xxxxx Xxx Global Thematic Equity Fund
Xxxxx Xxx European Thematic Equity Fund
XXXXX XXX INCOME TRUST
Xxxxx Xxx Income Fund
Xxxxx Xxx Intermediate Bond Fund
Xxxxx Xxx Cash Reserves
Xxxxx Xxx High Yield Fund
XXXXX XXX MUNICIPAL TRUST
Xxxxx Xxx Intermediate Municipals
Xxxxx Xxx High-Yield Municipals
Xxxxx Xxx Municipal Money Market Fund
Xxxxx Xxx Managed Municipals
Dated: January 2, 2001
XXXXX XXX INCOME TRUST
XXXXX XXX MUNICIPAL TRUST
XXXXX XXX INVESTMENT TRUST
By: XXXXXXX X. XXXXXX
Xxxxxxx X. Xxxxxx, President
Attest:
XXXXX XXXXXXXXXX
Xxxxx Xxxxxxxxxx
Assistant Secretary
LIBERTY FUNDS SERVICES, INC.
By: XXXX X. XXXXXXXX
Xxxx X. XxXxxxxx
President
Attest:
XXXXX XXXXXX
Xxxxx Xxxxxx
Assistant Clerk
20
SCHEDULE C
SYSTEM DESCRIPTION
TRANSACTION PROCESSING LOG - PROCESSING SPAN IN DAYS
EXPEDITED REDEMPTION FILE - BATCH MAINTENANCE JOURNAL
DAILY CRT OPERATOR STATISTICS
DAILY BATCH MONITORING REPORT
ONLINE NEW ACCOUNT REPORT
DETAIL DAILY "AS OF" REPORT - BY ACCOUNTABILITY
SPECIAL HANDLING - DAILY CONFIRMATIONS
BANK ACCOUNT OUTSTANDING BALANCE VERIFICATION
MISCELLANEOUS FEE JOURNAL
BATCH ENTRY SUMMARY REPORT
ACCOUNT CLOSEOUT ADJUSTMENTS - SUMMARY REPORT REDEMPTION CHECK REGISTER WIRE
INSTRUCTION REPORT FOR EXPEDITED REDEMPTIONS DST INC. - DDPS DAILY CASH RECAP
REPORT DAILY UPDATE (MU100) ERROR LISTING EXCHANGE DISTRIBUTION SUMMARY REPORT
BATCH TRANSMISSION ERRORS - TRANSACTION ID: DFUNP DAILY CHECK RECONCILIATION
UPDATE REGISTER UCHECK UPDATES WIRE INSTRUCTION REPORT FOR EXPEDITED REDEMPTIONS
WIRE INSTRUCTION REPORT FOR DIRECT REDEMPTIONS TRANSFER RECORD DAILY DVND
INCREASE JOURNAL RECORD DATE JOURNAL DAILY RECAP & SHARE CONTROL SHEET - SHARE
AMOUNT EXCHANGE CLOSE-OUT AUTOMATIC REINVESTMENT REPORT BY EXCHANGE
(FROM) FUND
DETAIL DAILY "AS OF" REPORT - BY REASON CODE
SHAREOWNER CHECK-CONFIRM RECONCILIATION
21
DAILY/FREE DAILY BALANCE LISTING - ALPHA CODE SEQUENCE
CONSOLIDATED ERROR REPORTING
DAILY CONFIRMED UNPAID PURCHASE JOURNAL - NO LOAD
REQUESTS FOR DUPLICATE CONFIRMS
CALCULATED DAILY DIVIDEND RATE
EXTERNAL CHECK/INVESTMENT ISSUANCE REPORT
IN-HOUSE CHECK ISSUANCE REPORT
AUTOMATED CLEARING HOUSE REDEMPTION TRANSACTIONS
STEINROE FUNDS
ACH PURCHASE TRANSACTIONS REPORT
ACH MONTHLY REDEMPTION/PURCHASE - TRANSACTION REPORT
XXXXX XXX & FARNHAM TRANSFER RECORD FOR DIRECT
PAYMENTS
REDEMPTION CHECK REGISTER
DAILY DIVIDEND ACCRUAL CLOSEOUTS COMBINED WITH
CLOSEOUT REDEMPTION WIRES
DAILY DIVIDEND ACCRUAL CLOSEOUTS UNMATCHED CLOSEOUT
ACCRUAL ERROR REPORT
AVERAGE COST ACCOUNT CALCULATION EXCEPTION REPORT
FOR DAILY AVERAGE COST FORMS REQUEST
NEW FOREIGN ACCOUNT REPORT
BATCH BALANCE LISTING
TRANSACTION TRACER REPORT
BATCH BALANCE LISTING - ACCOUNT DETAIL
TIMER - SWITCH UPDATE VERIFICATION
REDEMPTION & ADDRESS CHANGE PROCESSED SAME DAY
WARNING REPORT
AUTOMATE CLEARING HOUSE PRENOTE TRANSACTIONS
STEINROE FUNDS
EXRED WARNING REPORT
EXCHANGE WARNING REPORT UNLIKE TAX ID NUMBERS INVESTOR TRANSFER TRANSACTIONS
LISTING INVESTOR DISTRIBUTOR CODE:
STR
22
DETAIL DAILY "AS OF" REPORT BY TRANSACTION CODE
DAILY "AS OF" REPORT
DAILY FUND SHARE BALANCE ERROR LIST
DAILY BATCH BALANCE
DAILY SHAREOWNER MAINTENANCE ERROR LISTING
EXPEDITED REDEMPTION FILE STATUS JOURNAL
NEW ACCOUNT VERIFICATION QUALITY REPORT
SYSTEMATIC EXCHANGE DAILY MAINTENANCE ACTIVITY
ADDITIONAL MAIL MAINTENANCE JOURNAL
BATCH TRANSMISSION ERRORS TRANSACTION ID: ATRANS
DEALER FILE MAINTENANCE REPORT
CHECK-WRITING REDEMPTION REPORT
ASSET ALLOCATION - REALLOCATION
NEW ACCOUNT REPORT
23
SCHEDULE
D
SCHEDULE OF INSURANCE
XXXXX XXX & XXXXXXX INCORPORATED
XXX XXXXX XXXXXX XXXXX
XXXXXXX, XX 00000-0000
CARRIER POLICY NO. TERM COVERAGE EXPOSURE/RATE
LIMITS PREMIUM
--------- ------------ -------- --------- ----------------------------
-------------------------------- ---------
Federal (00)0000-00 00/01/95 Workers' FL-8810 $213,000 .71 Workers' Compensation:
Statutory $61,612
Insurance. -79 -96 Compensation NY-8810 $660,000 .57
Co Experience Mod. .97 Employers Liability:
Premium Disc. 10.1% Bodily Injury by Accident:
$100,000 each accident
IL-8810 $18,900,000 .42
IL-8742 $ 710,000 .92 Bodily Injury by Disease:
Experience Mod. .97 $500,000 policy limit
IL Schedule Credit 25%
Premium Discount 10.1% Bodily Injury by Disease:
$100,000 each employee
Flat Coverage Monopolistic
Fund States 50. x 6
Expense Constant 160
--------------------------------------------------------------------------------------------------------------------------------
Federal 000-00-00 01/01/95 Financial Blanket Personal $2,000,000 General
Aggregate $21,686.92
Insurance -96 Package Property Limit $11,070,000 (other than Products Completed
Co. Policy Operations)
Two Scheduled Locations: $1,000,000 Products Completed
Puerto Rico $30,300 Operations Aggregate Limit
0000 Xxxxxx Xxxx. $600,000
$1,000,000 Personal & Advertising
Library Values: $80,000 Injury Limit
Fine Arts: $399,387 $1,000,000 Each Occurrence Limit
Inland Marine - Valuable $10,000 Medical Expense Limit
Papers
General Liability based on $100,000 Personal Property Damage
square feet to Rented Premises Limit
--------------------------------------------------------------------------------------------------------------------------------
Vigilant 7312-72-46 01/01/95 Foreign Liability & N.O. Auto $1,765 General
Liability: $3,100
Insurance -96 Package Policy Workers' Compensation 1,335 $1,000,000 Commercial Liability
Co. for Bodily Injury or Property
General Damage Liability per occurrence
Liability $50 Per Person, per trip- & Personal Injury or Advertising
Flat. Based on: Injury caused by an offense
Automobile Total Employees - 20 $1,000,000 Annual Aggregate -
Liability-DIC/ No. of Trips 49 Products/Completed Operations
Excess Auto Total No. of Days 104
$250,000 Fire Legal Liability
Foreign Volun- $10,000 Medical Expense Per person
ary Workers'
Compensation $30,000 Medical Expense per
accident
Automobile Liability - DIC/Excess
Auto
$1,000,000 Bodily Injury per
person
$1,000,000 Bodily Injury per
occurrence
$1,000,000 Property damage per
occurrence
$10,000 Medial Expense per person
$30,000 Medical Per Accident
Foreign Voluntary Workers'
Compensation - Statutory
$100,000 Employers Liability Limit
$20,000 Repatriation Expense for
any one Employee
--------------------------------------------------------------------------------------------------------------------------------
St. Xxxx IM01200804 01/01/95 Electronic Data/Media Flat $400 for Computer Equipment
$4,132,731 $6,987
Insurance -96 Data $500,000 limit
Co. Processing
Business Interruption -
1,000,000 limit Valuable Papers & Records 600,000
Contingent Business Interrup-
tion: 1,000,000 - Kansas City Business Interruption 1,000,000
100,000 - Downers Grove
Deductible Contingent Business
Computer Equipment, Data and Interruption 1,100,000
Media and Extra Expense
Combined $1,000
Special Breakdown Deductible Extra Expense 500,000
$5,000
Transit
Computer Equipment $50,000
Data & Media $50,000
Valuable Papers $5,000
--------------------------------------------------------------------------------------------------------------------------------
Gulf GA5743948P 02/15/96 Excess Mutual $15,000,000 excess of
$5,000,000 $540,935
Insurance -96 Fund D&O/E&O excess of underlying deductible
Company
--------------------------------------------------------------------------------------------------------------------------------
Federal 81391969-A 02/15/95 Investment Limits of Liability
$25,000,000 $211,312
Insurance -96 Company Assets Extended Forgery
10,000,000
Co. Protection Bond Threats to Persons
5,000,000
Uncollectible items of Deposit
500,000
Audit Expense
100,000
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