Exhibit 9(a)
INVESTOR SERVICE AGREEMENT
SR&F BASE TRUST, a Massachusetts trust registered under the
Investment Company Act of 1940 (the "Act") as an open-end
diversified management investment company (the "Trust"), hereby
appoints SteinRoe Services Inc., a Massachusetts corporation, of
Chicago, Illinois ("SSI"), to furnish certain investor
accounting, recordkeeping, and administrative services for the
portion of the assets of the Trust represented by the shares of
beneficial interest issued in the Portfolios listed in Schedule
A hereto (the "Portfolios"). In connection therewith, Trust and
SSI hereby agree that:
1 PORTFOLIO SERVICES.
A. Services. SSI will perform the services set forth in
Schedule B hereto relating to the establishment and maintenance
of accounts of holders of beneficial interests in the Portfolio.
It is understood that beneficial interests in the Portfolio will
be held of record only by investment companies, insurance
company separate accounts, common or commingled trust funds or
similar organizations, and that SSI's duties and
responsibilities hereunder shall relate only to such record
investor accounts and not to the accounts of holders of shares
of, or interests in, such institutions.
B. Maintenance of Records. SSI shall maintain all records
relating to the accounts of holders of beneficial interest in
the Portfolio which the Portfolio is required to maintain
pursuant to Rule 31a-1 under the Act and shall preserve such
records for the periods prescribed by Rule 31a-2 thereunder.
All such records are and shall remain the property and under the
control of the Portfolio and shall upon request be made
available during reasonable business hours to the Trust's Board
of Trustees or auditors at SSI's offices.
C. Uncontrollable Events. SSI shall not be liable for
damage, delays or errors occurring by reason of circumstances
beyond its control, including but not limited to acts of civil
or military authority, national emergencies, fires, flood or
catastrophe, acts of God, insurrection, war, riots or failure of
transportation, communication or power supply.
D. Fees and Charges. For the services rendered by SSI
pursuant to this Agreement, each Portfolio will pay SSI a fee in
the amount shown in Schedule B hereto.
E. Out-of-Pocket Expenses. The Trust shall reimburse SSI
for any and all out-of-pocket expenses and charges in performing
services under this Agreement.
2. MAINTENANCE OF RECORDS. All records maintained by SSI in
connection with the performance of its duties under this
Agreement with respect to a Portfolio will remain the property
of the Portfolio and will be preserved by SSI for the periods
prescribed in Rule 31a-2 under the Act or such other applicable
rules that may be adopted from time to time under the Act. In
the event of termination of this Agreement, such records will be
promptly delivered to the Trust. Such records may be inspected
by the Trust or its agents at reasonable times.
3. OWNERSHIP OF SOFTWARE AND RELATED MATERIAL. All computer
programs, magnetic tapes, written procedures, and similar items
developed and used by SSI in the performance of this Agreement
shall be the property of SSI and will not become the property of
the Portfolio or the Trust.
4. 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, as amended, and will notify the Trust promptly if
such registration is revoked or if any proceeding is commenced
before the Securities and Exchange Commission which may lead to
such revocation.
5. INSTRUCTIONS, OPINION OF COUNSEL, AND SIGNATURES. At any
time, SSI may apply to an officer of the Trust for instructions
and may consult legal counsel for the Trust or its own legal
counsel in respect of any matter arising in connection with this
Agreement, and SSI 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 legal counsel. SSI shall
be protected in acting upon any such instruction, advice, or
opinion and upon any other paper or document delivered by the
Portfolio or such legal counsel reasonably 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.
6. LIABILITY OF SSI. SSI will at all times act in good faith
in the performance of its duties and obligations under this
Agreement, but assumes no responsibility and shall not be liable
for loss or damage unless caused by the negligence, bad faith,
or willful or wanton misconduct of SSI or its employees. SSI
shall in no event be liable for consequential damages, lost
profits, or other special damages, even if informed of the
possibility of such damage or loss.
7. INDEMNIFICATION BY TRUST. The Trust will indemnify and hold
SSI harmless from all loss, cost, damage and expense, including
reasonable expenses for legal counsel, incurred by SSI arising
from: (i) any action or omission by SSI in the performance of
its duties hereunder, (ii) SSI's acting upon instructions
believed by it to have been executed by a duly authorized
officer of the Trust or (iii) SSI's acting upon information
provided by the Trust in the form and under policies agreed to
by SSI and the Trust. SSI shall not be entitled to such
indemnification for loss, cost, damage or expense arising from
actions or omissions constituting negligence, bad faith or
willful or wanton misconduct of SSI or its agents. Prior to
confessing any claim against it which may be subject to this
indemnification, SSI shall give the Trust reasonable opportunity
to defend against said claim in its own name or in the name of
SSI.
8. LIMITATION OF LIABILITY OF TRUST. The term "SR&F Base
Trust" means and refers to the Trust under a Declaration of
Trust of the Trust dated August 23, 1993, as the same may
subsequently thereto have been or subsequently hereto be
amended. It is expressly agreed that the obligations of the
Trust hereunder shall not be binding upon any of the Trustees,
shareholders, nominees, officers, agents or employees of the
Trust personally, but shall bind only the trust property of the
Portfolio, as provided in the Declaration of Trust of the Trust.
The execution and delivery of this Agreement have been
authorized by the Trustees of the Trust and this Agreement has
been signed by an authorized officer of the Trust, acting as
such, and neither such authorization by such Trustees or such
execution and delivery by such officer shall be deemed to have
been made by any of them but shall bind only the trust property
of the Portfolio as provided in the Declaration of Trust.
9. INDEMNIFICATION BY SSI. SSI will indemnify and hold the
Trust harmless from all loss, cost, damage and expense,
including reasonable expenses for legal counsel, incurred by the
Trust because of the negligence, bad faith or willful or wanton
misconduct of SSI or its agents.
10. EXECUTION, AMENDMENT, AND TERMINATION. The term of this
Agreement shall begin on the date hereof and continue until
terminated as herein provided. 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 60 days'
written notice given by one party to the other. Upon
termination hereof, the Trust shall pay to SSI such compensation
as may be due as of the date of such termination, and shall
likewise reimburse SSI for its costs, expenses and disbursements
payable under the Agreement to such date.
11. SSI'S USE OF THE SERVICES OF OTHERS. SSI may, at its cost,
employ, retain or otherwise avail itself of the services or
facilities of other persons or organizations necessary,
appropriate or convenient for the discharge of SSI's duties and
obligations hereunder.
12. ASSIGNMENT. This Agreement may not be assigned (as that
term is defined in the Act) by SSI without the prior written
consent of the Trust. The Agreement shall automatically and
immediately terminate in the event of its assignment without the
prior written consent of the Trust.
13. STATE LAW. The Agreement shall be construed and enforced
in accordance with and governed by the laws of the State of
Illinois.
14. CAPTIONS. The captions in this Agreement are included for
convenience of reference only and in no way define or limit any
of the provisions hereof or otherwise affect their construction
or effect.
IN WITNESS WHEREOF, the parties have caused this Agreement
to be executed as of this 15th day of August, 1995.
STEINROE SERVICES INC.
By: XXXXXXX X. XXXXX,
Vice President
Attest: XXXXXXX XXXXXX XXXXX
Secretary
SR&F BASE TRUST
By: XXXXXXX X. XXXXXX,
President
Attest: XXXXXXX XXXXXX XXXXX
Secretary
SR&F BASE TRUST
INVESTOR SERVICES AGREEMENT
SCHEDULE A
The Portfolios of SR&F Base Trust currently subject to this
Agreement are as follows:
Name of Portfolio Effective Date
----------------- --------------
SR&F Municipal Money
Market Portfolio 9/28/95
SR&F High Yield Portfolio 11/1/96
Dated: November 1, 1996
SR&F BASE TRUST
By: XXXXXXX X. XXXXXX,
President
Attest: XXXXXXX XXXXXX XXXXX
Secretary
STEINROE SERVICES INC.
By: XXXX X. XXXXXXX,
President
Attest: XXXXXXX XXXXXX XXXXX
Secretary
SCHEDULE B
The services to be performed by SSI with respect to the
beneficial interests in the Portfolio pursuant to paragraph 1
are as follows:
1. Establishing and maintaining investor accounts as
instructed and reporting thereon;
2. Processing additions to and withdrawals of amounts in
investor accounts;
3. Reporting the amount of each investor's beneficial
interest in the Portfolio to the Portfolio and such investors on
a daily basis;
4. Providing such assistance as may be reasonably required
to enable the Trust and its properly authorized auditors,
examiners, and others designated by the Trust to properly
understand and examine all books, records, computer files,
microfilm, magnetic disks, and other items maintained pursuant
to this Agreement, and to assist as required in such
examination; and
5. Any necessary or required tax reporting.
The fee for the foregoing services payable pursuant to
paragraph 1.D shall be $500 per month, payable in arrears on or
before the 10th day of each calendar month.
