TRANSFER AGENCY AND SERVICE AGREEMENT between AMERICAN SELECT FUNDS and STATE STREET BANK AND TRUST COMPANY

between

 

AMERICAN SELECT FUNDS

 

and

STATE STREET BANK AND TRUST COMPANY

 

 

 

(CONTINUED)

 

 

WHEREAS, the Fund on behalf of the Portfolios desires to appoint the Bank as its transfer agent, dividend disbursing agent, custodian of certain retirement plans (as may be applicable) and agent in connection with certain other activities, and the Bank desires to accept such appointment;

1.	Terms of Appointment; Duties of the Bank

1.1

Appointment. Subject to the terms and conditions set forth in this Agreement, the Fund, on behalf of the Portfolios, hereby employs and appoints the Bank to act as, and the Bank agrees to act as its transfer agent for the Fund's authorized and issued shares of its 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 each of the respective Portfolios of the Fund ("Shareholders") and set out in the currently effective prospectus and statement of additional information ("prospectus") of the Fund on behalf of the applicable Portfolio, including without limitation any periodic investment plan or periodic withdrawal program. In accordance with procedures established from time to time by agreement between the Fund on behalf of each of the Portfolios, as applicable and the Bank, the Bank agrees that it will perform the following services:

(a)

receive for acceptance, orders for the purchase of Shares, and promptly deliver payment and appropriate documentation thereof to the Custodian of the Fund authorized pursuant to the Declaration of Trust _of the Fund (the "Custodian");

 

(b)

pursuant to purchase orders, record the appropriate number of Shares and hold such Shares in the appropriate Shareholder account;

(c)

receive for acceptance redemption requests and redemption directions and deliver the appropriate documentation thereof to the Custodian;

(d)

in respect to the transactions in items (a), (b) and (c) above, the Bank shall execute transactions directly with broker-dealers authorized by the Fund;

(e)

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;

(f)

effect transfers of Shares by the registered owners thereof upon receipt of appropriate instructions;

(g)

prepare and transmit payments for dividends and distributions declared by the Fund on behalf of the applicable Portfolio;

(h)

maintain records of account for and advise the Fund and its Shareholders as to the foregoing; and

(i)

record the issuance of shares of the Fund and maintain pursuant to SEC Rule l 7Ad-10(e) a record of the total number of shares of the Fund and each Portfolio which are authorized, based upon data provided to it by the Fund on behalf of each Portfolio, and issued and outstanding. The Bank shall also provide the  Fund and each Portfolio 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 Fund.

1.2	Other Customary Services. In addition to, and neither in lieu nor in contravention of, the services set forth in the above paragraph, the Bank shall perform the following services:

(a)

perform the customary services of a transfer agent, dividend disbursing agent, custodian of certain retirement plans (as may be applicable) and, as relevant, agent in connection with accumulation, open-account or similar plans (including without limitation  any periodic investment plan or periodic withdrawal program), including but not limited to: maintaining all Shareholder accounts, preparing Shareholder meeting lists, mailing Shareholder proxies, 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

 

(b)

provide a system which will enable the Fund to monitor the total number of Shares sold in each State and report such data to the Fund or its designee and

(c)

accept and effectuate the registration and maintenance of accounts through Networking and the purchase, redemption, transfer and exchange of shares in such accounts through Fund/SERV (networking and Fund/SERV  being programs operated by the NSCC on behalf of NSCC's participants, including the Fund), in accordance with, instructions transmitted to and received by the Transfer Agent by transmission from NSCC on behalf of broker-dealers and banks which have been established by, or in accordance with the instructions of authorized persons, as hereinafter defined on the dealer file maintained by the Transfer Agent; (ii) issue instructions to Fund's banks for the settlement of transactions between the Fund and NSCC (acting on behalf of its broker-dealer and bank participants); (iii) provide account and transaction information  from the affected Fund's records on DST Systems, Inc. computer system TA2000 ("TA2000 System") in accordance with NSCC's Networking and Fund/SERV rules for those broker-dealers; and (iv) maintain Shareholder accounts on TA2000 System through Networking.

(d)

In addition, the Fund shall (i) identify to the Bank in writing those Shareholder 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 Fund's blue sky State registration status is solely limited to the initial establishment of transactions subject to blue sky compliance by the Fund and the reporting of such transactions to the Fund as provided in Section 1.2 (b) above.

1.3

Procedures as to who shall provide certain of these services in Section l may be established from time to time by agreement between the Fund on behalf of each Portfolio and the Bank per the attached service responsibility schedule. The Bank may at times perform only a portion of these services and the Fund or its agent may perform these services on the Fund's behalf.

1.4	The Bank shall provide additional services on behalf of the Fund (e.g., escheatment services) which may be  agreed upon in writing between the Fund and the Bank.

 

1A.	Third Party Administrators for Defined Contribution Plans

1A. l

The Fund may decide to make available to certain of its customers, a qualified plan program (the "Program") pursuant to which the customers ("Employers") may adopt certain plans of deferred compensation ("Plan or Plans") for the benefit of the individual Plan participant (the "Plan Participant"), such Plan(s) being qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended ("Code") and administered by third party administrators which may be plan administrators as defined in the Employee Retirement Income Security Act of 1974, as amended)(the "TPA(s)").

1A.2	In accordance with the procedures established in the initial Schedule 1A.l entitled ''Third Party Administrator Procedures", as may be amended by the Transfer Agent and the Fund from time to time ("Schedule 1A.l "), the Transfer Agent shall:

(a)     Treat Shareholder accounts established by the Plans in the name of the Trustees, Plans or TPAs as the case may be as omnibus accounts;

(b)     Maintain omnibus accounts on its records in the name of the TPA or its designee as the Trustee for the benefit of the Plan; and

(c)     Perform all services under Section 1 as transfer agent of the Funds and not as a record-keeper for the Plans.

lA.3	Transactions identified under Section IA of this Agreement shall be deemed exception services ("Exception Services") when such transactions:

(a)     Require the Transfer Agent to use methods and procedures other than those usually employed by the Transfer Agent to perform services under Section 1 of this Agreement;

(b)     Involve the provision of information to the Transfer Agent after the commencement of the nightly processing cycle of the TA2000 System; or

(c)     Require more manual intervention by the Transfer Agent, either in the entry of data or in the modification or amendment of reports generated by the TA2000 System than is usually required by non-retirement plan and pre-nightly transactions.

2.	Fees and Expenses

2.1	For the performance by the Bank pursuant to this Agreement, the Fund agrees on behalf of each of the Portfolios to pay the Bank the fees as set out in the initial fee schedule attached hereto.

 

2.2

In addition to the fee paid under Section 2.1 above, the Fund agrees on behalf of each of the Portfolios to reimburse the Bank for out-of-pocket expenses, including but not limited to confirmation production, postage, forms, telephone, microfilm, microfiche, mailing and tabulating proxies, records storage, or advances incurred by the Bank for the items set out in the fee schedule attached hereto. Such fees and out-of-pocket expenses and advances identified may be changed from time to time subject to mutual written agreement between the Fund and the Bank. In addition, any other expenses incurred by the Bank at the request or with the consent of the Fund will be reimbursed by the Fund on behalf of the applicable Portfolio.

2.3

The Fund agrees on behalf of each of the Portfolios to pay all fees and reimbursable expenses within twenty 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 two (2) days prior to the mailing date of such materials.

2A

As-ofs

2A.1	As-of Reporting

(a)

The Bank shall utilize a system to (i) identify all As-ofs; (ii) identify the source of such As-ofs (e.g. action or omission by Fund, third party administrator for defined contribution plans (''TPA"), service provider); and (iii) shall compute the net effect (positive or negative) upon each Fund of such As-ofs so identified on a daily and cumulative basis.

 

2A.2	As-of Calculations and Adjustments

(a)

On each Fund's business day, the Bank shall calculate the dollar amount equivalent to one half of one cent per share at the close of business on such day. The amount determined on the basis of the above calculation will represent the daily threshold limit for that Fund (the "Daily Threshold Limit").

(b)

At the end of each Fund's fiscal year, if the net effect of As-ofs attributed to the Bank is negative and exceeds the Daily Threshold Limit, then the Bank shall promptly make a payment to the respective Fund in cash, or as a credit to a reduction in the fee next payable under the Agreement, in such amount as necessary to reduce the net effect to the Daily Threshold Limit for the respective Fund.

 

(c)

If on the last business day of each Fund' s fiscal year, the cumulative net effect of As-ofs upon a Fund is positive, then the Bank shall be entitled to recover certain past payments hereunder or reductions in fees as long as such payments or deductions occurred during the same fiscal year, and to credit such positive net amount against all future payments and reductions in fees that may be required under this Agreement.

(d)

Annually at the beginning of each Fund's fiscal year, if the cumulative net effect of As-ofs upon a Fund is negative, the Bank shall promptly make a payment to the Fund in cash for the cumulative portion of As-ofs attributed to the Bank in order to reset the cumulative net effect of As-ofs for the Fund to zero.

(e)

The Bank shall supply to each Fund daily reports summarizing As-ofs identified pursuant to Section 2A.1 of this Agreement, and the daily and cumulative net effects of such transactions, and shall advise each Fund at the end of each day of the net cumulative effect at such time. The Bank shall promptly advise each Fund if at any time the cumulative net effect exceeds the Daily Threshold Limit.

(f)

Section 2A.2 of the Agreement may be terminated by the Bank at any time and upon sixty (60) days prior written notice to each Fund; provided, however, that the Bank shall remain liable for any net negative effects of As-ofs on the last business day of the fiscal year in which the termination occurs.

3.	Representations and Warranties of the Bank

 

The Bank represents and warrants to the Fund that:

 

3.1	It is a trust company duly organized and existing and in good standing under the laws of The Commonwealth of Massachusetts.

3.2	It is duly qualified to carry on its business in The Commonwealth of Massachusetts.

3.3	It is empowered under applicable laws and by its Charter and By-Laws to enter into and perform this Agreement.

3.4	All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.

3.5	It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

3.6	It will comply with all applicable laws and regulations in performing its duties required hereunder.

 

4.	Representations and Warranties of the Fund

 

 

4.1	It is a business trust duly organized and existing and in good standing under the laws of The Commonwealth of Massachusetts .

4.2	It is empowered under applicable laws and by its Declaration of Trust and By-Laws to enter into and perform this Agreement.

4.3	All corporate proceedings required by said Declaration of Trust and By-Laws have been taken to authorize it to enter into and perform this Agreement.

4.4	It is an open-end and diversified management investment company registered under the Investment Company Act of 1940, as amended.

5.	Wire Transfer Operating Guidelines/Articles 4A of the Uniform Commercial Code

5.1

The Bank is authorized to promptly debit the appropriate Fund account(s) upon the receipt of a payment order in compliance with the selected security procedure (the "Security Procedure") chosen for funds transfer and in the amount of money that the Bank has been instructed to transfer. The Bank shall execute payment orders in compliance with the Security Procedure and with the Fund instructions on the execution date provided that such payment order is received by the close of the funds- transfer business day of the Bank, unless the payment order specifies a later time . All payment orders and communications received after the customary deadline will be deemed to have been received the next business day.

5.2

The Fund acknowledges that the Security Procedure it has designated on the Fund Selection Form was selected by the Fund from security procedures offered by the Bank. The Fund shall restrict access to confidential information  relating to the Security Procedure to authorized persons as communicated to the Bank in writing. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained access to such information or of any change in that party's authorized personnel. The Bank shall verify the authenticity of all Fund instructions according to the Security Procedure.

5.3	The Bank shall process all payment orders on the basis of the account number contained in the payment order. In the event of a discrepancy between any name indicated on the payment order and the account number, the account number shall take precedence and govern.

 

5.4

The Bank reserves the right to decline to process or delay the processing of a payment order which (a) is in excess of the collected balance in the account to be charged at the time of the Bank's receipt of such payment order; (b) would cause the Bank, in the Bank's reasonable judgement, to exceed any volume, aggregate dollar, network, time, credit or similar limits which are applicable to the Bank; or (c) the Bank, upon reasonable belief after verifying the authenticity of the payment order according to the Security Procedures is unable to satisfy itself that the transaction has been properly authorized.

5.5

The Bank shall use reasonable efforts to act on all authorized requests to cancel or amend payment orders received in compliance with the Security Procedure provided that such requests are received in a timely manner affording the Bank reasonable opportunity to act. However, the Bank assumes no liability if after using reasonable efforts the request for amendment or cancellation cannot be satisfied.

5.6

The Bank shall assume no responsibility for failure to detect any erroneous payment order provided that the Bank complies with the payment order instructions as received and the Bank complies with the Security Procedure. The Security Procedure is established for the purpose of authenticating payment orders only and not for the detection of errors in payment orders.

5.7

The Bank shall assume no responsibility for lost interest with respect  to the  refundable amount of any unauthorized payment order, unless the Bank is notified of the unauthorized payment order within thirty (30) days of notification by the Bank of the acceptance of such payment order. In no event (including failure to execute a payment order) shall the Bank be liable for special, indirect or consequential damages, even if advised of the possibility of such damages.

5.8

When the Fund initiates or receives Automated Clearing House credit and debit entries pursuant to these guidelines and the rules of the National Automated Clearing House Association and the New England Clearing House Association, the Bank will act as an Originating Depository Financial Institution and/or receiving depository Financial Institution, as the case may be, with respect to such entries. Credits given by the Bank with respect to an ACH credit entry are provisional until the Bank receives final settlement for such entry from the Federal Reserve Bank. If the Bank does not receive such final settlement, the Fund agrees that the Bank shall receive a refund of the amount credited to the Fund in connection with such entry, and the party making payment to the Fund via such entry shall not be deemed to have paid the amount of the entry.

5.9

Confirmation of Bank's execution of payment orders shall ordinarily be provided within twenty-four (24) hours notice of which may be delivered through the Bank's proprietary information systems, or by facsimile or call-back. Fund must report any objections to the execution of an order within thirty (30) days.

 

6.	Data Access and Proprietary Information

6.1

The Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Bank as part of the Fund's 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 Fund agrees to treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its 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;

(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)

excluding the Fund's principal office in Fort Worth, Texas, to refrain from causing or allowing the 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 Fund 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 Section 6. The obligations of this Section shall survive any earlier termination of this Agreement.

 

6.2

If the Fund notifies 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 responsible for the contents of such data and the Fund agrees 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 MERCHANT ABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

 

6.3

If the transactions available to the Fund 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.

7.	Indemnification

7.1	The Bank shall not be responsible for, and the Fund shall on behalf of the applicable Portfolio indemnify and hold the Bank harmless from and against, any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liability arising out of or attributable to:

(a)

All actions of the Bank or its agents 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;

(b)

The Fund's lack of good faith, negligence or willful misconduct which arise out of the material breach of any representation or warranty of the Fund 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 Fund or any other person or firm on behalf of the Fund including but not limited to any previous transfer agent or registrar;

(d)

The reliance on, or the carrying out by the Bank or its agents or subcontractors of any instructions or requests of the Fund on behalf of the applicable Portfolio;

 

(e)

The offer or sale of Shares in violation of federal or state securities laws or regulations requiring that such Shares be registered or in violation of any stop order or other determination or ruling by any federal or any state agency with respect to the offer or sale of such Shares;

(f)

upon the Fund's request entering into any agreements required by the National Securities Clearing Corporation (the "NSCC") required by the NSCC for the transmission of Fund or Shareholder data through the NSCC clearing systems.

7.2

At any time the ▇▇▇▇▇▇ may apply to any officer of the Fund for instructions, and may consult with Fund counsel 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 Fund on behalf of the applicable Portfolio 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, reasonably believed to be genuine and to have been signed by the proper 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 Fund, and shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Fund.

7.3

The Bank shall indemnify and hold the Fund harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to any action or failure or omission to act by the Bank as a result of the Bank's lack of good faith, gross negligence or willful misconduct.

7.4

In order that the indemnification provisions contained in this Section 7 shall apply, upon the assertion of a claim for which the one party (the "lndemnitor") may be required to indemnify the other party (the "Indemnitee"), the Indemnitee shall promptly notify the Indemnitor of such assertion, and shall keep the Indemnitor advised with respect to all developments concerning such claim. The Indemnitor shall have the option to participate with the Indemnitee in the defense of such claim or to defend against said claim in its own name or in the name of the Indemnitee. The Indemnitee shall in no case confess any claim or make any compromise in any case in which the Indemnitor may be required to indemnify the Indemnitee except with the Indemnitor's prior written consent.

 

8.	Registration as a Transfer Agent

9.

Year 2000

Notwithstanding anything in this Agreement to the contrary, the Bank's only warranty with respect to year 2000 compliance is that the Bank's processing systems and software (the "TA2000 System") will be year 2000 compliant during the term set forth in Section 14 of this Agreement. As used in this Agreement "year 2000 complaint" shall mean that the software will perform in accordance with the terms of this Agreement regardless of the century with respect to which date data is encountered by the software; provided, that (i) all date data received by the Bank for use by the software is accurate and in formats specified by the Bank from time to time, (ii) all date data generated by the software is accepted by the Fund in formats provided by the Bank from time to time, and (iii) the Bank shall not be obligated to provide date data for interface functions such as screens, reports or data transmission files in any format other than that specified by the Bank from time to time.  Notwithstanding the foregoing, the Bank makes no representation or warranty as to the ability of any hardware, firmware, software, products or services provided to the Bank software, including the TA2000 System, in circumstances where data received from any fund system or any other system is invalid, incorrect or otherwise corrupt.

10.

Insurance

Bank shall maintain insurance of the types and in the amounts deemed by it to be appropriate. To the extent that  policies  of  insurance  may  provide  for  coverage  of claims for liability by the parties set forth in this Agreement, the contracts  of insurance shall take precedence, and no  provision  of this  Agreement  shall  be construed to relieve an insurer of any obligation to pay claims  to  the Fund,  Bank  or other  insured  party which would otherwise be a covered claim in the absence of any provision of this Agreement provided however, that this Section l O does  not  void,  reduce or  jeopardize the insurance coverage of the insured party.

 

11.

Security

Bank represents and warrants that, to the best of its knowledge, the various procedures and systems which Bank has implemented with regard to the safeguarding from loss or damage attributable to fire, theft or any other cause (including provision for twenty- four hours a day restricted access) of the Fund's blank checks, certificates, records and other data hereunder are adequate, and that it  will make such changes therein from time to time as in its judgment are required for the secure performance of its obligations hereunder. Bank shall review such systems and procedures on a periodic basis and the fund shall have access to review these systems and procedures.

12.	Standard of Care

13.	Covenants of the Fund and the Bank

13.1	The Fund shall on behalf of each of the Portfolios promptly furnish to the Bank the following:

(a)

A copy of the resolution of the Board of Trustees of the Fund 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 Fund and all amendments thereto.

13.2	The Bank hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Fund for safekeeping of check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such forms and devices.

13.3

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 Fund and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered promptly to the Fund on and in accordance with its request.

 

13.4

The Bank and the Fund agree that all books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to 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.

13.5

In case of any requests or demands for the inspection of the Shareholder records of the Fund, the Bank will endeavor to notify the Fund 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.

14.	Termination of Agreement

14.1	Unless otherwise provided in this Agreement, this Agreement may be terminated by either party upon ninety (90) days written notice to the other.

14.2

Should the Fund exercise its right to terminate, reasonable out-of-pocket expenses associated with the movement of records and material will be borne by the Fund on behalf of the applicable Portfolio(s). Additionally, the Bank reserves the right to charge for any other reasonable expenses associated with such termination.

15.	Additional Funds

In the event that the Fund establishes one or more series of Shares in addition to the series named in the attached Schedule A with respect to which it desires to have the Bank render services as transfer agent under the terms hereof, it shall so notify the Bank in writing, and if the Bank agrees in writing to provide such services, such series of Shares shall become a Portfolio hereunder.

16.	Assignment

16.l	Except as provided in Section 16.3 below, neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party.

16.2	This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns.

16.3

The Bank may, without further consent on the part of the Fund, 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 l 7A(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 Fund for the acts and omissions of any subcontractor as it is for its own acts and omissions.

 

17.

Amendment

This Agreement may be amended or modified by a written agreement executed by both parties and authorized or approved  by a resolution of the Board of Trustees of the Fund.

18.	Massachusetts Law to Apply

This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of The Commonwealth of Massachusetts.

19.	Force Majeure

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.

20.	Consequential Damages

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.

21.	Merger of Agreement

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.

22.	Limitations of Liability of the Trustees and Shareholders

 

23.	Separate Liability of Portfolios

24.	Counterparts

25.	Reproduction of Documents

26.

Notices

(a)

if to the Fund, to:

American Select Funds ▇▇▇▇

▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention: President

Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

 

(b)

if to the Bank, to:

State Street Bank and Trust Company C/O

Boston Financial Data Services, Inc.

Attention: Legal Department

▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

 

or such other address as either party shall have furnished to the other in writing.

 

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.

 

 

Service Performed		Responsibility
		Bank	Fund
1.	Receives orders for the purchase of Shares.	X
2.	Issue Shares and hold Shares in Shareholders accounts.	X
3.	Receive redemption requests.	X
4.	Effect transactions 1-3 above directly with broker-dealers.	X
5.	Pay over monies to redeeming Shareholders.	X
6.	Effect transfers of Shares.	X
7.	Prepare and transmit dividends and distributions.	X
8.	Issue Replacement Certificates.	NIA
9.	Reporting of abandoned property.	X
10.	Maintain records of account.	X
11.	Maintain and keep a current and accurate control book for each issue of securities.	X
12.	Mail proxies.	X
13.	Mail Shareholder reports.	X
14.	Mail prospectuses to current Shareholders.	X
15.	Withhold taxes on U.S. resident and non-resident alien accounts.	X
16.	Prepare and file U.S. Treasury Department forms.	X
17.	Prepare and mail account and confirmation statements for Shareholders.	X
18.	Provide Shareholder account information.	X
19.	Blue sky reporting.	X

		AMERICAN SELECT FUNDS
		BY:	/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
ATTEST:

		STATE STREET BANK AND TRUST COMPANY
		BY:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
		Vice Chairman
ATTEST:
/s/ ▇▇▇▇▇ ▇▇▇▇▇

THIRD PARTY ADMINISTRATOR(S) PROCEDURES

Dated December 31, 1999

 

1.

On each Business Day, the TPA(s) shall receive, on behalf of and as agent of the Fund(s), Instructions (as hereinafter defined) from the Plan. Instructions shall mean as to each Fund (i) orders by the Plan for the purchases of Shares, and (ii) requests by the Plan for the redemption of Shares; in each case based on the Plan's receipt of purchase orders and redemption requests by Participants in proper form by the time required by the term of the Plan, but not later than the time of day at which the net asset value of a Fund is calculated, as described from time to time in that Fund's prospectus. Each Business Day on which the TPA receives Instructions shall be a "Trade Date''.

 

2.	The TPA(s) shall communicate the TPA(s)'s acceptance of such Instructions, to the applicable Plan.

3.

On the next succeeding Business Day following the Trade Date on which it accepted Instructions for the purchase and redemption of Shares, (TD+1), the TPA(s) shall notify the Transfer Agent of the net amount of such purchases or redemptions, as the case may be, for each of the Plans. In the case of net purchases by any Plan, the TPA(s) shall instruct the Trustees of such Plan to transmit the aggregate purchase price for Shares by wire transfer to the Transfer Agent on (TD+1). In the case of net redemptions by any Plan, the TPA(s) shall instruct the Fund's custodian to transmit the aggregate redemption proceeds for Shares by wire transfer to the Trustees of such Plan on (TD+1). The times at which such notification and transmission shall occur on (TD+1) shall be as mutually agreed upon by each Fund, the TPA(s), and the Transfer Agent.

4.

The TPA(s) shall maintain separate records for each Plan, which record shall reflect Shares purchased and redeemed, including the date and price for all transactions, and Share balances. The TPA(s) shall maintain on behalf of each of the Plans a single master account with the Transfer Agent and such account shall be in the name of that Plan, the TPA(s), or the nominee of either thereof as the record owner of Shares owned by such Plan.

5.	The TPA(s) shall maintain records of all proceeds of redemptions of Shares and all other distributions not reinvested in Shares.

6.

The TPA(s) shall prepare, and transmit to each of the Plans, periodic account statements showing the total number of Shares owned by that Plan as of the statement closing date, purchases and redemptions of Shares by the Plan during the period covered by the statement, and the dividends and other distributions paid to the Plan on Shares during the statement period (whether paid in cash or reinvested in Shares).

 

7.	The TPA(s) shall, at the request and expense of each Fund, transmit to the Plans prospectuses, proxy materials, reports, and other information provided by each Fund for delivery to its shareholders.

8.	The TPA(s) shall, at the request of each Fund, prepare and transmit to each Fund or any agent designated by it such periodic reports covering Shares of each Plan as each Fund shall reasonably conclude are necessary to enable the Fund to comply with state Blue Sky requirements.

9.	The TPA(s) shall transmit to the Plans confirmation of purchase orders and redemption requests placed by the Plans; and

10.	The TPA(s) shall, with respect to Shares, maintain account balance information for the Plan(s) and daily and monthly purchase summaries expressed in Shares and dollar amounts.

11.

Plan sponsors may request, or the law may require, that prospectuses, proxy materials, periodic reports and other materials relating to each Fund be furnished to Participants in which event the Transfer Agent or each Fund shall mail or cause to be mailed such materials to Participants. With respect to any such mailing, the TPA(s) shall, at the request of the Transfer Agent or each Fund, provide at the TP--A(s)'s expense complete and accurate set of mailing labels with the name and address of each Participant having an interest through the Plans in Shares.