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Exhibit 9(B)
TRANSFER AGENCY AND SERVICE AGREEMENT
BETWEEN
SELECT ADVISORS TRUST I AND
SELECT ADVISORS TRUST II
AND
STATE STREET BANK AND TRUST COMPANY
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TABLE OF CONTENTS
Page
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Article 1 Terms of Appointment; Duties of the Bank ................. 1
Article 2 Fees and Expenses ........................................ 5
Article 3 Representations and Warranties of the Bank ............... 6
Article 4 Representations and Warranties of the Funds .............. 6
Article 5 Data Access and Proprietary Information .................. 7
Article 6 Indemnification .......................................... 10
Article 7 Standard of Care ......................................... 12
Article 8 Covenants of the Funds and the Bank ...................... 12
Article 9 Termination of Agreement ................................. 14
Article 10 Assignment ............................................... 14
Article 11 Amendment ................................................ 15
Article 12 Massachusetts Law to Apply ............................... 15
Article 13 Force Majeure ............................................ 15
Article 14 Consequential Damages .................................... 15
Article 15 Merger of Agreement ...................................... 15
Article 16 Limitations of Liability of the Trustees
and the Shareholders ..................................... 16
Article 17 Counterparts ............................................. 16
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TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the 27th day of September, 1994, by and between
Select Advisors Trust I and Select Advisors Trust II, both Massachusetts
business trusts, having their principal office and place of business at 0 Xx.
Xxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (the "Funds"), and STATE STREET BANK
AND TRUST COMPANY, a Massachusetts trust company having its principal office and
place of business at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (the
"Bank").
WHEREAS, the Funds desire to appoint the Bank as their transfer agent,
dividend disbursing agent, custodian of certain retirement plans and agent in
connection with certain other activities, and the Bank desires to accept such
appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
Article 1 TERMS OF APPOINTMENT; DUTIES OF THE BANK
1.01 Subject to the terms and conditions set forth in this
Agreement, the Funds hereby employ and appoint the Bank to act as, and the Bank
agrees to act as, their transfer agent for the Funds' authorized and issued
shares of beneficial interest ("Shares"), dividend disbursing agent, custodian
of certain retirement plans and agent in connection with any accumulation,
open-account or similar plans provided to the shareholders of the Funds
("Shareholders") and set out in the currently effective prospectus and statement
of additional information ("prospectus") of the Funds, including without
limitation any periodic investment plan or periodic withdrawal program.
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1.02 The Bank agrees that it will perform the following
services:
(a) In accordance with procedures established from time to
time by agreement between the Funds and the Bank, the Bank shall:
(i) Receive for acceptance, orders for the purchase of
Shares, and promptly deliver payment and appropriate
documentation thereof to the Custodian of the Funds
authorized pursuant to the Declarations of Trust of the
Funds (the "Custodian");
(ii) Pursuant to purchase orders, issue the appropriate
number of Shares and hold such Shares in the appropriate
Shareholder account;
(iii) Receive for acceptance redemption requests and
redemption directions and deliver the appropriate
documentation thereof to the Custodian;
(iv) In respect to the transactions in items (i), (ii) and
(iii) above, the Bank shall execute transactions
directly with broker-dealers authorized by the Funds who
shall thereby be deemed to be acting on behalf of the
Funds;
(v) At the appropriate time as and when it receives monies
paid to it by the Custodian with respect to any
redemption, pay over or cause to be paid over in the
appropriate manner such monies as instructed by the
redeeming Shareholders;
(vi) Effect transfers of Shares by the registered owners
thereof upon receipt of appropriate instructions;
(vii) Prepare and transmit payments for dividends and
distributions declared by the Funds;
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(viii) Issue replacement certificates for those certificates
alleged to have been lost, stolen or destroyed upon
receipt by the Bank of indemnification satisfactory to
the Bank and protecting the Bank and the Funds, and the
Bank at its option, may issue replacement certificates
in place of mutilated stock certificates upon
presentation thereof and without such indemnity;
(ix) Maintain records of account for and advise the Funds and
their Shareholders as to the foregoing; and
(x) Record the issuance of shares of the Funds and maintain
pursuant to SEC Rule 17Ad-10(e) a record of the total
number of shares of the Funds which are authorized,
based upon data provided to it by the Funds, and issued
and outstanding. The Bank shall also provide the Funds
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 Funds.
(b) In addition to and neither in lieu nor in contravention
of the services set forth in the above paragraph (a), the Bank shall:
(i) perform the customary services of a transfer agent, dividend disbursing
agent, custodian of certain retirement plans and, as relevant, agent in
connection with accumulation, open-account or similar plans (including
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without limitation any periodic investment plan or periodic withdrawal program),
including but not limited to: maintaining all Shareholder accounts, preparing
Shareholder meeting lists, mailing proxies, mailing Shareholder reports and
prospectuses to current Shareholders, withholding taxes on U.S. resident and
non-resident alien accounts, preparing and filing U.S. Treasury Department Forms
1099 and other appropriate forms required with respect to dividends and
distributions by federal authorities for all Shareholders, preparing and mailing
confirmation forms and statements of account to Shareholders for all purchases
and redemptions of Shares and other confirmable transactions in Shareholder
accounts, preparing and mailing activity statements for Shareholders, and
providing Shareholder account information and (ii) provide a system which will
enable the Funds to monitor the total number of Shares sold in each State.
(c) In addition, the Funds shall (i) identify to the Bank in
writing those transactions and assets to be treated as exempt from blue sky
reporting for each State and (ii) verify the establishment of transactions for
each State on the system prior to activation and thereafter monitor the daily
activity for each State. The responsibility of the Bank for the Funds' blue sky
State registration status is solely limited to the initial establishment of
transactions subject to blue sky compliance by the Funds and the reporting of
such transactions to the Funds as provided above.
(d) Procedures as to who shall provide certain of these
services in Article 1 may be established from time to time by agreement between
the Funds and the Bank per the attached service responsibility schedule. The
Bank may at times perform only a portion of these services and the Funds or its
agent may perform these services on the Funds' behalf.
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(e) The Bank shall provide additional services on behalf of
the Funds (i.e., escheatment services) which may be agreed upon in writing
between the Funds and the Bank.
Article 2 FEES AND EXPENSES
2.01 For performance by the Bank pursuant to this Agreement,
the Funds agree to pay the Bank an annual maintenance fee for each shareholder
account as set out in the initial fee schedule attached hereto. Such fees and
out-of-pocket expenses and advances identified under Section 2.02 below may be
changed from time to time subject to mutual written agreement between the Funds
and the Bank.
2.02 In addition to the fee paid under Section 2.01 above,
the Funds agree to reimburse the Bank for out-of-pocket expenses, including but
not limited to confirmation production, postage, forms, telephone, microfilm,
microfiche, tabulating proxies, records storage, or advances incurred by the
Bank for the items set out in the fee schedule attached hereto. In addition, any
other expenses incurred by the Bank at the request or with the consent of the
Funds, will be reimbursed by the Funds.
2.03 The Funds agree to pay all fees and reimbursable
expenses within five days following the receipt of the respective billing
notice. Postage 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 Funds that:
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3.01 It is a trust company duly organized and existing and in
good standing under the laws of the Commonwealth of Massachusetts.
3.02 It is duly qualified to carry on its business in the
Commonwealth of Massachusetts.
3.03 It is duly registered as a transfer agent pursuant to
Section 17A(c)(1) of the Securities Exchange Act of 1934, as amended.
3.04 It is empowered under applicable laws and by its Charter
and By-Laws to enter into and perform this Agreement.
3.05 All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement.
3.06 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 FUNDS
The Funds represent and warrant to the Bank that:
4.01 They are each business trusts duly organized and
existing and in good standing under the laws of Massachusetts.
4.02 They are empowered under applicable laws and by its
Declaration of Trust and By-Laws to enter into and perform this Agreement.
4.03 All proceedings required by said Declaration of Trust
and By-Laws have been taken to authorize them to enter into and perform this
Agreement.
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4.04 They are or will be open-end and diversified management
investment companies registered under the Investment Company Act of 1940, as
amended.
4.05 Registration statements under the Securities Act of
1933, as amended currently are or will be effective and will remain effective,
and appropriate state securities law filings have been made and will continue to
be made, with respect to all Shares of the Funds being offered for sale.
Article 5 DATA ACCESS AND PROPRIETARY INFORMATION
5.01 The Funds acknowledge that the data bases, computer
programs, screen formats, report formats, interactive design techniques, and
documentation manuals furnished to the Funds by the Bank as part of the Funds'
ability to access certain Fund-related data ("Customer Data") maintained by the
Bank on data bases under the control and ownership of the Bank or other third
party ("Data Access Services") constitute copyrighted, trade secret, or other
proprietary information (collectively, "Proprietary Information") of substantial
value to the Bank or other third party. In no event shall Proprietary
Information be deemed Customer Data. The Funds agree to treat all Proprietary
Information as proprietary to the Bank and further agree that they shall not
divulge any Proprietary Information to any person or organization except as may
be provided hereunder. Without limiting the foregoing, the Funds agree for
themselves and their employees and agents:
(a) to access Customer Data solely from locations as may be
designated in writing by the Bank and solely in accordance
with the Bank's applicable user documentation;
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(b) to refrain from copying or duplicating in any way the
Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion
of the Proprietary Information, and if such access is
inadvertently obtained, to inform in a timely manner of such
fact and dispose of such information in accordance with the
Bank's instructions;
(d) to refrain from causing or allowing third-party data acquired
hereunder from being retransmitted to any other computer
facility or other location, except with the prior written
consent of the Bank;
(e) that the Funds shall have access only to those authorized
transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank to
protect at the Bank's expense the rights of the Bank in
Proprietary Information at common law, under federal
copyright law and under other federal or state law.
Each party shall take reasonable efforts to advise its employees of
their obligations pursuant to this Article 5. The obligations of this Article
shall survive any earlier termination of this Agreement.
5.02 If the Funds notify the Bank that any of the Data Access
Services do not operate in material compliance with the most recently issued
user documentation for such services, the Bank shall endeavor in a timely manner
to correct such failure. Organizations from which the Bank may obtain certain
data included in the Data Access Services are solely
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responsible for the contents of such data and the Funds agree to make no claim
against the Bank arising out of the contents of such third-party data,
including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND
ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH
ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL
WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO,
THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Funds include the
ability to originate electronic instructions to the Bank in order to (i) effect
the transfer or movement of cash or Shares or (ii) transmit Shareholder
information or other information, then in such event the Bank shall be entitled
to rely on the validity and authenticity of such instruction without undertaking
any further inquiry as long as such instruction is undertaken in conformity with
security procedures established by the Bank from time to time.
Article 6 INDEMNIFICATION
6.01 The Bank shall not be responsible for, and the Funds shall
indemnify and hold the Bank harmless from and against, any and all losses,
damages, costs, charges, counsel fees, payments, expenses and liability arising
out of or attributable to:
(a) All actions of the Bank or its agent or subcontractors
required to be taken pursuant to this Agreement, provided that such actions are
taken in good faith and without negligence or willful misconduct.
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(b) The Funds' lack of good faith, negligence or willful
misconduct which arise out of the breach of any representation or warranty of
the Funds hereunder.
(c) The reliance on or use by the Bank or its agents or
subcontractors of information, records, documents or services which (i) are
received by the Bank or its agents or subcontractors, and (ii) have been
prepared, maintained or performed by the Funds or any other person or firm on
behalf of the Funds including but not limited to any previous transfer agent or
registrar.
(d) The reasonable reliance on, or the carrying out by the Bank
or its agents or subcontractors of, any instructions or requests of the Funds.
(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.
6.02 At any time the Bank may apply to any officer of the Funds
for instructions, and may consult with legal counsel satisfactory to the Funds
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 Funds for any
action taken or omitted by it in reliance upon such instructions or upon the
opinion of such counsel. The Bank, its agents and subcontractors shall be
protected and indemnified in acting upon any paper or document furnished by or
on behalf of the Funds, reasonably believed to be genuine and to have been
signed by the proper
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person or persons, or upon any instruction, information, data, records or
documents provided the Bank or its agents or subcontractors by machine readable
input, telex, CRT data entry or other similar means authorized by the Funds, and
shall not be held to have notice of any change of authority of any person, until
receipt of written notice thereof from the Funds. The Bank, its agents and
subcontractors shall also be protected and indemnified in recognizing stock
certificates which are reasonably believed to bear the proper manual or
facsimile signatures of the officers of the Funds, and the proper
countersignature of any former transfer agent or former registrar, or of a
co-transfer agent or co-registrar.
6.03 In order that the indemnification provisions contained in
this Article 6 shall apply, upon the assertion of a claim for which the Funds
may be required to indemnify the Bank, the Bank shall promptly notify the Funds
of such assertion, and shall keep the Funds advised with respect to all
developments concerning such claim. The Funds shall have the option to
participate with the Bank in the defense of such claim or to defend against said
claim in their own name or in the name of the Bank. The Bank shall in no case
confess any claim or make any compromise in any situation in which the Funds may
be require to indemnify the Bank except with the Funds' prior written consent.
Article 7 STANDARD OF CARE
7.01 The Bank shall at all times act in good faith and agrees to
use its best efforts to insure the accuracy of all services performed under this
Agreement, but assumes no responsibility and shall not be liable for loss or
damage due to errors unless said errors are caused by its negligence, bad faith,
or willful misconduct or that of its employees.
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Article 8 COVENANTS OF THE FUNDS AND THE BANK
8.01 The Funds shall promptly furnish to the Bank the following:
(a) A certified copy of the resolution of the Board of Trustees
of the Funds authorizing the appointment of the Bank and the execution and
delivery of this Agreement.
(b) A copy of the Declaration of Trust and By-Laws of the Funds
and all amendments thereto.
8.02 The Bank hereby agrees to establish and maintain facilities
and procedures reasonably acceptable to the Funds for safekeeping of stock
certificates, check forms and facsimile signature imprinting devices, if any;
and for the preparation or use, and for keeping account of, such certificates,
forms and devices.
8.03 The Bank shall keep records relating to the services to be
performed hereunder, in the form and manner as it may deem advisable. To the
extent required by Section 31 of the Investment Company Act of 1940, as amended,
and the Rules thereunder, the Bank agrees that all such records prepared or
maintained by the Bank relating to the services to be performed by the Bank
hereunder are the property of the Funds and will be preserved, maintained and
made available in accordance with such Section and Rules promulgated thereunder,
and will be surrendered promptly to the Funds on and in accordance with its
request.
8.04 The Bank and the Funds agree that all books, records,
information and data pertaining to the business of the other party which are
exchanged or received pursuant to
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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.
8.05 In case of any requests or demands for the inspection of the
Shareholder records of the Funds, the Bank will use its best efforts to notify
the Funds 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.
Article 9 TERMINATION OF AGREEMENT
9.01 This Agreement may be terminated by either party upon one
hundred twenty (120) days written notice to the other.
9.02 Should the Funds exercise their right to terminate, all
out-of-pocket expenses associated with the movement of records and material will
be borne by the Funds. Additionally, the Bank reserves the right to charge for
any other reasonable expenses associated with such termination or a charge
equivalent to the average of three (3) months' fees.
Article 10 ASSIGNMENT
10.01 Except as provided in Section 10.03 below, neither this
Agreement nor any rights or obligations hereunder may be assigned by either
party without the written consent of the other party.
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10.02 This Agreement shall inure to the benefit of and be binding
upon the parties and their respective permitted successors and assigns.
10.03 The Bank may, without further consent on the part of the
Funds, subcontract for the performance hereof with (i) Boston Financial Data
Services, Inc., a Massachusetts corporation ("BFDS") which is duly registered as
a transfer agent pursuant to Section 17A(c)(2) of the Securities Exchange Act of
1934, as amended ("Section 17A(c)(2)"), (ii) a BFDS subsidiary duly registered
as a transfer agent pursuant to Section 17A(c)(2) or (iii) a BFDS affiliate;
provided, however, that the Bank shall be as fully responsible to the Funds for
the acts and omissions of any subcontractor or it is for its own acts and
omissions.
Article 11 AMENDMENT
11.01 This Agreement may be amended or modified by a written
agreement executed by both parties and authorized or approved by a resolution of
the Boards of Trustees of the Funds.
Article 12 MASSACHUSETTS LAW TO APPLY
12.01 This Agreement shall be construed and the provisions
thereof interpreted under and in accordance with the laws of the Commonwealth of
Massachusetts.
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Article 13 FORCE MAJEURE
13.01 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 damages resulting from such failure to perform or
otherwise from such causes.
Article 14 CONSEQUENTIAL DAMAGES
14.01 Neither party to this Agreement shall be liable to the
other party for consequential damages under any provision of this Agreement or
for any consequential damages arising out of any act or failure to act
hereunder.
Article 15 MERGER OF AGREEMENT
15.01 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 16 LIMITATIONS OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS
16.01 A copy of this Agreement and Declarations of Trust of the
Trusts are on file with the Secretary of the Commonwealth of Massachusetts, and
notice is hereby given that this instrument is executed on behalf of the
Trustees of the Trusts as Trustees and not individually and that the obligations
of this instrument are not binding upon any of the
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Trustees or Shareholders individually but are binding only upon the assets and
property of the Funds.
Article 17 COUNTERPARTS
17.01 This Agreement may be executed by the parties hereto on any
number of counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
SELECT ADVISORS TRUST I
BY: /s/ Xxxxxx X. Xxxxxxx, Xx.
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ATTEST:
/s/ Xxxx X. XxXxxxxx
--------------------------------
SELECT ADVISORS TRUST II
BY: /s/ Xxxxxx X. Xxxxxxx, Xx.
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ATTEST:
/s/ Xxxx X. XxXxxxxx
--------------------------------
STATE STREET BANK AND TRUST CO.
BY: /s/ [Authorized Signature]
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Executive Vice President
ATTEST:
/s/ Xxxxx X. Xxxxxxxx
--------------------------------
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XXXXX XXXXXX XXXX & TRUST COMPANY
FUND SERVICE RESPONSIBILITIES*
Service Performed Responsibility
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Bank Fund
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1. Receives orders for the purchase of Shares.
2. Issue Shares and hold Shares in
Shareholders accounts.
3. Receive redemption requests.
4. Effect transactions 1-3 above directly
with broker-dealers.
5. Pay over monies to redeeming Shareholders.
6. Effect transfers of Shares.
7. Prepare and transmit dividends and distributions.
8. Issue Replacement Certificates.
9. Reporting of abandoned property.
10. Maintain records of account.
11. Maintain and keep a current and accurate
control book for each issue of securities.
12. Mail proxies.
13. Mail Shareholder reports.
14. Mail prospectuses to current Shareholders.
15. Withhold taxes on U.S. resident and
non-resident alien accounts.
16. Prepare and file U.S. Treasury
Department forms.
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Service Performed Responsibility
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Bank Fund
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17. Prepare and mail account and confirmation
statements for Shareholders.
18. Provide Shareholder account information.
19. Blue sky reporting.
* Such services are more fully described in Article 1.02 (a), (b) and (c)
of the Agreement.
SELECT ADVISORS TRUST I
BY: /s/ Xxxxxx X. Xxxxxxx, Xx.
-------------------------------
ATTEST:
/s/ Xxxx X. XxXxxxxx
------------------------------
SELECT ADVISORS TRUST II
BY: /s/ Xxxxxx X. Xxxxxxx, Xx.
-------------------------------
ATTEST:
/s/ Xxxx X. XxXxxxxx
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STATE STREET BANK AND TRUST CO.
BY: /s/ [Authorized signature]
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Executive Vice President
ATTEST:
/s/ Xxxxx X. Xxxxxxxx
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Fee Information for Services as
Plan, Transfer and Dividend Disbursing Agent
SELECT ADVISORS TRUST I
SELECT ADVISORS TRUST II
--------------------------------------------------------------------------------
ANNUAL ACCOUNT SERVICE FEES
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Daily Dividend Fund $ 14.00
Non-Daily Dividend Fund $ 12.00
Closed Account Fee $ 1.50
Minimum
Year 1/per fund/class $18,000
Year 2/per fund/class $22,000
Year 3/per fund/class $24,000
Fees are billable on a monthly basis at the rate of 1/12 of the annual fee. A
charge is made for an account in the month that an account opens or closes.
Account service fees are the higher of: open account charges plus closed account
charges or the fund minimum.
ACTIVITY BASED FEES
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New Account Set-up $ 3.00/each
Manual Transactions $ 1.50/each
Correspondence $ 1.50/each
Research Requests $ 1.50/each
BANKING SERVICES
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Checkwriting Setup $ 5.00
Checkwriting (per draft) $ 1.00
ACH $ .35
OTHER FEES
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Investor Processing $ 1.80/Investor
12b-1 Commissions $ 1.20/account
00
[Xxxxx Xxxxxx Bank & Trust Letterhead]
XXX CUSTODIAL FEES
------------------
Acceptance & Setup $ 5.00/account
Annual Maintenance $ 10.00/account
OUT-OF-POCKET EXPENSES Billed as incurred
----------------------
Out-of-Pocket expenses include but are not limited to: confirmation statements,
postage, forms, audio response, telephone, records retention, transcripts,
microfilm, microfiche, and expenses incurred at the specific direction of the
fund.
SELECT ADVISORS TRUST I STATE STREET BANK AND TRUST CO.
By /s/ Xxxxxx X. Xxxxxxx, Xx. By /s/ [authorized signature]
Title: President Title: Vice President
Date 9/27/94 Date 6/15/94
SELECT ADVISORS TRUST II
By /s/ Xxxxxx X. Xxxxxxx, Xx.
------------------------------
Title: President
Date 9/27/94
