EXHIBIT 99.(h)1
STOCK TRANSFER AGENCY AGREEMENT
AGREEMENT, made as of _________________, between Sector Funds Trust, a Trust
organized and existing under the laws of the state of Delaware (hereinafter
referred to as "Customer"), and The Bank of New York, a New York trust company
(hereinafter referred to as the "Bank").
WITNESSETH:
That for and in consideration of the mutual promises hereinafter set forth, the
parties hereto covenant and agree as follows:
ARTICLE I.
DEFINITIONS
Whenever used in this Agreement, the following words and phrases shall have the
following meanings:
1. "Business Day" shall be deemed to be each day on which the
Bank is open for business.
2. "Certificate" shall mean any notice, instruction, or other
instrument in writing, authorized or required by this
Agreement to be given to the Bank by the Customer which is
signed by any Officer, as hereinafter defined, and actually
received by the Bank.
3. "Officer" shall be deemed to be the Customer's Chief Executive
Officer, President, any Vice President, the Secretary, the
Treasurer, the Controller, any Assistant Treasurer and any
Assistant Secretary duly authorized by the Board of Directors
of the Customer, or the designee of any such Officer, to
execute any Certificate, unless otherwise specified in this
Agreement, on behalf of the Customer and named in a
Certificate, as such Certificate may be amended from time to
time.
4. "Shares" shall mean all or any part of each class of the
shares of capital stock of the Customer which from time to
time are authorized and/or issued by the Customer and
identified in a Certificate of the Secretary of the Customer
under corporate seal, as such Certificate may be amended from
time to time, with respect to which the Bank is to act
hereunder.
ARTICLE II.
APPOINTMENT OF BANK
1. The Customer hereby constitutes and appoints the Bank as its
agent to perform the services described herein and as more
particularly described in Schedule I attached hereto (the
"Services"), and the Bank hereby accepts appointment as such
agent and agrees to perform the Services in accordance with
the terms hereinafter set forth.
2. In connection with such appointment, the Customer shall:
(a) Deliver to the Bank a Certificate signed by the
Secretary of the Customer:
(i) certifying to and attaching a copy of the
Certificate of Incorporation or other
document evidencing he Customer's form of
organization (the "Charter") and all
amendments;
(ii) certifying to and attaching a copy of the
By-Laws of the Customer;
(iii) certifying and attaching a copy of a
resolution of the Board of Directors of the
Customer appointing the Bank to perform the
Services and authorizing the execution and
delivery of this Agreement;
(iv) certifying the number of authorized Shares,
the number of such authorized Shares issued
and currently outstanding, and the names and
specimen signatures of all persons duly
authorized by the Board of Directors of the
Customer to execute any Certificate on
behalf of the Customer, as such Certificate
may be amended from time to time;
(v) certifying to and attaching both (x) a
resolution of the Board of Directors of the
Customer approving of the form of specimen
Share certificate and (y) the form of
specimen Share certificate for each class of
Shares; and
(vi) covenanting to supply any new such
Certificate and specimen Share certificate
whenever there are any changes;
(b) An opinion of counsel for the Customer with respect
to the validity of the authorized and outstanding
Shares, the obtaining of all necessary governmental
consents, whether such Shares are fully paid and
non-assessable and the status of such Shares under
the Securities Act of 1933, as amended, and any other
applicable law or regulation (i.e. if subject to
registration, that they have been registered and that
the registration statement has become effective or,
if exempt, the specific grounds therefore); and
(c) A list of the name, address, social security or
taxpayer identification number of each shareholder,
number of Shares owned, certificate numbers, and
whether any "stops" have been placed.
3. The Customer shall furnish the Bank with a sufficient supply
of blank Share certificates and from time to time will renew
such supply upon request of the Bank. Such blank Share
certificates shall be properly signed, by facsimile or
otherwise, by officers of the Customer authorized by law or by
the By-Laws to sign Share certificates, and, if required,
shall bear the corporate seal or a facsimile thereof.
ARTICLE III.
AUTHORIZATION AND ISSUANCE OF SHARES
1. The Customer shall deliver to the Bank the following documents
on or before the effective date of any increase, decrease or
other change in the total number of Shares authorized to be
issued:
(a) A Certificate signed by the Secretary of the Customer
certifying to and attaching a copy of the amendment
to the Charter giving effect to such increase,
decrease or change;
(b) An opinion of counsel for the Customer with respect
to the validity of the Shares and the status of such
Shares under the Securities Act of 1933, as amended,
and any other applicable law or regulation (i.e. if
subject to registration, that they have been
registered and that the registration statement has
become effective or, if exempt, the specific grounds
therefore); and
(c) In the case of an increase, if the appointment of the
Bank was theretofore expressly limited, a certified
copy of a resolution of the Board of Directors of the
Customer increasing the authority of the Bank.
2. Prior to the issuance of any additional Shares pursuant to
stock dividends, stock splits or otherwise, and prior to any
reduction in the number of Shares outstanding, the Customer
shall deliver the following documents to the Bank:
(a) A Certificate signed by the Secretary of the
Customer certifying to and attaching a copy
of the resolutions adopted by the Board of
Directors and/or the shareholders of the
Customer authorizing such issuance of
additional Shares of the Customer or such
reduction, as the case may be;
(b) A certified copy of the order or consent of
each governmental or regulatory authority
required by law as a prerequisite to the
issuance or reduction of such Shares, as the
case may be, and an opinion of counsel for
the Customer that no other order or consent
is required; and
(c) An opinion of counsel for the Customer with
respect to the validity of the Shares and
the status of such Shares under the
Securities Act of 1933, as amended, and any
other applicable law or regulation (i.e. if
subject to registration, that they have been
registered and that the registration
statement has become effective or, if
exempt, the specific grounds therefore).
ARTICLE IV.
RECAPITALIZATION OR CAPITAL ADJUSTMENT
1. In the case of any negative stock split, recapitalization or
other capital adjustment requiring a change in the form of
Share certificates, the Bank will issue Share certificates in
the new form in exchange for, or upon transfer of, outstanding
Share certificates in the old form, upon receiving;
(a) A Certificate of the Secretary of the Customer:
(i) authorizing the issuance of Share
certificates in the new form;
(ii) certifying to and attaching any amendment to
the Charter with respect to the change;
(iii) certifying to and attaching both (x) a
resolution of the Board of Directors of the
Customer approving the new form of specimen
Share certificate and (y) the form of
specimen Share certificate for each class of
Shares.
(b) A certified copy of the order or consent of each
governmental or regulatory authority required by law
as a prerequisite to the issuance of the Shares in
the new form, and an opinion of counsel for the
Customer that no other order or consent is required;
and
(c) An opinion of counsel for the Customer with respect
to the validity of the Shares in the new form and the
status of such Shares under the Securities Act of
1933, as amended, and any other applicable law or
regulation (i.e. if subject to registration, that
they have been registered and that the registration
statement has become effective or, if exempt, the
specific grounds therefore).
2. The Customer shall furnish the Bank with a sufficient supply
of blank Share certificates in the new form and, from time to
time, will replenish such supply upon the request of the Bank.
Such blank Share certificates shall be properly signed, by
facsimile or otherwise, by officers of the Customer authorized
by law or the By-Laws to sign Share certificates and, if
required, shall bear the corporate seal or a facsimile
thereof.
