EXHIBIT 9(a)
SHAREHOLDER SERVICING
AND TRANSFER AGENCY AGREEMENT
This agreement is made this 14th day of February, 1997,
by and between XXXXX XXX ADVISOR TRUST (the "Trust"), a
Massachusetts business trust, and STEINROE SERVICES INC.
(hereinafter referred to as "SSI"), a Massachusetts
corporation.
WITNESSETH:
1. APPOINTMENT. The 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 and to provide additional services to
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 the 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 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. The 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. The 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
the 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 the 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. The 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 certificates, SSI
may continue to countersign certificates which bear the
manual or facsimile signature of such officer as directed
by Trust.
7. CHECKS. The 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
the 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;
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 the 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 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.
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 the 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;
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
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.
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. The
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.
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
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 the 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 the 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
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 the Trust all
books, documents, and records of the Trust no longer needed
for current purposes and Share certificates which have been
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. The Trust shall pay to SSI for its
servicing function hereunder and its transfer agent
function hereunder fees computed as set forth in Schedule A
hereto.
32. 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 (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. The 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 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.
The 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; 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 the 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, the
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.
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.
Notwithstanding the foregoing, SSI may subcontract with any
party who holds Shares in an omnibus account for that
party's customers, for the performance of duties or
obligations to the beneficial owners of such Shares without
approval of the Board of Trustees.
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.
IN WITNESS WHEREOF, the parties have caused this
Agreement to be executed as of the day and year first above
written.
XXXXX XXX ADVISOR TRUST
ATTEST: By: XXXXXXX X. XXXXXX
Xxxxxxx X. Xxxxxx, President
XXXXXXXXX X. XXXXXXX
Xxxxxxxxx X. Xxxxxxx
Assistant Secretary
STEINROE SERVICES INC.
ATTEST: By: XXXX X. XXXXXXX
Xxxx X. Xxxxxxx
President
XXXXXXXXX X. XXXXXXX
Xxxxxxxxx X. Xxxxxxx,
Assistant Secretary
Schedule A
Xxxxx Xxx Advisor Trust
Shareholder Servicing and Transfer 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.
For SSI's shareholder servicing function:
Series Annual Fee
----------------------------------- -----------------------
Xxxxx Xxx Advisor Growth & Income 0.25% of average daily
Fund net assets
Xxxxx Xxx Advisor International Fund
Xxxxx Xxx Advisor Young Investor Fund
Xxxxx Xxx Advisor Special Venture Fund
Xxxxx Xxx Advisor Balanced Fund
Xxxxx Xxx Advisor Growth Stock Fund
Xxxxx Xxx Advisor Special Fund
For SSI's transfer agent function:
Series Annual Fee
----------------------------------- -----------------------
Xxxxx Xxx Advisor Growth & Income 0.05% of average daily
Fund net assets
Xxxxx Xxx Advisor International Fund
Xxxxx Xxx Advisor Young Investor Fund
Xxxxx Xxx Advisor Special Venture Fund
Xxxxx Xxx Advisor Balanced Fund
Xxxxx Xxx Advisor Growth Stock Fund
Xxxxx Xxx Advisor Special Fund
Dated: February 14, 1997
Schedule B
Xxxxx Xxx Advisor Trust
Shareholder Servicing and Transfer Agency Agreement
The Series of the Trust covered by this agreement are as
follows:
Name of Series Effective Date
-------------------------------------- -----------------
Xxxxx Xxx Advisor Growth & Income Fund February 14, 1997
Xxxxx Xxx Advisor International Fund February 14, 1997
Xxxxx Xxx Advisor Young Investor Fund February 14, 1997
Xxxxx Xxx Advisor Special Venture Fund February 14, 1997
Xxxxx Xxx Advisor Balanced Fund February 14, 1997
Xxxxx Xxx Advisor Growth Stock Fund February 14, 1997
Xxxxx Xxx Advisor Special Fund February 14, 1997
Dated: February 14, 1997
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
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 & XXXXXXX 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
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
SCHEDULE D
SCHEDULE OF INSURANCE
XXXXX XXX & FARNHAM 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 sation 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
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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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