SHAREHOLDER SERVICE PLAN
ALPHA SELECT FUNDS
CLASS A AND CLASS C SHARES
Alpha Select Funds (the "Trust") is an open-end investment company
registered under the Investment Company Act of 1940, as amended, and currently
consisting of a number of separately managed portfolios (the "Portfolios"). The
Trust desires to retain SEI Investments Distribution Co. (the "Distributor"), a
Pennsylvania corporation, to itself provide or to compensate service providers
who themselves provide, the services described herein to clients (the "Clients")
who from time to time beneficially own Class A and Class C shares ("Shares") of
any Portfolio of the Trust. The Trust is willing to itself provide or to
compensate service providers for providing, such shareholder services in
accordance with the terms and conditions of this Agreement.
SECTION 1. The Trust will provide, or will enter into written agreements in the
form attached hereto with service providers pursuant to which the service
providers will provide, one or more of the following shareholder services to
Clients who may from time to time beneficially own Shares:
(i) maintaining accounts relating to Clients that invest in Shares;
(ii) providing information periodically to Clients showing their
positions in Shares;
(iii) arranging for bank wires;
(iv) responding to Client inquiries relating to the services performed
by the Distributor or any service provider;
(v) responding to inquiries from Clients concerning their investments
in Shares;
(vi) forwarding shareholder communications from the Trust (such as
proxies, shareholder reports, annual and semi-annual financial
statements and dividend, distribution and tax notices) to Clients;
(vii) processing purchase, exchange and redemption requests from
Clients and placing such orders with the Trust or its service
providers;
(viii) assisting Clients in changing dividend options, account
designations, and addresses;
(ix) providing subaccounting with respect to Shares beneficially owned
by Clients;
(x) processing dividend payments from the Trust on behalf of Clients;
and
(xi) providing such other similar services as the Trust may reasonably
request to the extent that the Distributor and/or the service provider
is permitted to do so under applicable laws or regulations.
SECTION 2. In consideration of the services and facilities to be provided by any
service provider, each Portfolio will pay to the service provider, and the
service provider will accept as full payment therefor, a fee,
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as agreed from time to time, at an annual rate of up to .25% (twenty-five basis
points) of the average net asset value of a class of each Portfolio, which fee
will be computed daily and paid monthly. The Trust may, in its discretion and
without notice, suspend or withdraw the sale of Shares of any Portfolio,
including the sale of Shares to any service provider for the account of any
Client or Clients.
SECTION 3. This Plan is terminable with respect to the Shares of any Portfolio,
without penalty, at any time by the Trustees of the Trust.
SECTION 4. This Agreement will be construed in accordance with the laws of the
State of Delaware.
SECTION 5. References to the "Trust," and the "Trustees" of the Trust refer
respectively to the Trust created and the Trustees as trustees, but not
individually or personally, acting from time to time under the Declaration of
Trust of the Trust dated September 7, 1998, a copy of which is on file with the
Secretary of the State of Delaware and at the Trust's principal office. The
obligations of the Trust entered into in the name or on behalf thereof by any of
the Trustees, officers, representatives, or agents are made not individually,
but in such capacities, and are not binding upon any of the Trustees,
shareholders, officers, representatives, or agents of the Trust personally.
Further, any obligations of the Trust with respect to any one Portfolio shall
not be binding upon any other Portfolio.
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