1
Ex-99.(h)(3)
TRANSFER AGENCY AND SERVICE AGREEMENT
between
ALPS MUTUAL FUNDS SERVICES, INC.
and
HOLLAND SERIES FUND, INC.
2
TRANSFER AGENCY AND SERVICE AGREEMENT
BETWEEN
ALPS MUTUAL FUNDS SERVICES, INC.
AND
HOLLAND SERIES FUND, INC.
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TABLE OF CONTENTS
Section Page
------- ----
1. Terms of Appointment and Duties ...............................................................2
2. Fees and Expenses .............................................................................3
3. Representations and Warranties of ALPS ........................................................3
4. Representations and Warranties of Holland Series Fund, Inc. ...................................4
5. Wire Transfer Operating Guidelines ............................................................4
6. Indemnification................................................................................5
7. Standard of Care...............................................................................5
8. Confidentiality ...............................................................................5
9. Covenants of the Fund and ALPS ................................................................6
10. Termination of Agreement ......................................................................6
11. Assignment and Third Party Beneficiaries ......................................................6
12. Miscellaneous..................................................................................7
3
TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the 2nd day of October, 2000, by and between HOLLAND SERIES
FUND, INC., on behalf of the Holland Balanced Fund, an open-end investment
company duly organized and existing under the laws of the state of Maryland,
having its principal office and place of business at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇ ▇▇▇▇▇ (the "Fund"), and ALPS MUTUAL FUNDS SERVICES, INC., a Colorado
corporation, having its principal office and place of business at ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("ALPS").
WHEREAS, the Fund desires to appoint ALPS as its transfer agent, dividend
disbursing agent and agent in connection with certain other activities as set
forth herein (collectively "Shareholder and Record-Keeping Services") and ALPS
desires to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
1. TERMS OF APPOINTMENT; DUTIES
1.1 Transfer Agency Services. Subject to the terms and conditions set forth in
this Agreement, the Fund hereby employs and appoints ALPS to act as, and
ALPS agrees to act as, the transfer agent for the Fund's authorized and
issued shares of beneficial interest, and the dividend disbursing agent. As
used herein, the term "Shares" means the authorized and issued shares of
common stock, or shares of beneficial interest, as the case may be, for the
Fund. ALPS agrees that it will perform the following Shareholder and
Record-Keeping services:
(a) ALPS shall:
(i) Receive for acceptance orders for the purchase of Shares, and
promptly deliver payment and appropriate documentation thereof
to the Custodian of the Fund authorized by the Board of
Directors of the Fund (the "Custodian");
(ii) Pursuant to purchase orders, issue the appropriate number of
Shares and hold such Shares in the appropriate Shareholder
accounts;
(iii) In the event any check or other order for the transfer of money
is returned unpaid, ALPS shall take such steps as it may deem
appropriate or ALPS may request written instructions from the
Fund;
(iv) Receive for acceptance redemption requests and redemption
directions and deliver the appropriate documentation thereof to
the Custodian;
(v) In respect to the transactions in items (i) (ii) and (iv)
above, ALPS shall execute transactions directly with
broker-dealers, investment advisers and other institutions
acting on behalf of investors authorized by the Fund who shall
thereby be deemed to be acting on behalf of the Fund;
(vi) When it receives monies paid to it by the Custodian with
respect to any redemption, pay or cause to be paid in the
appropriate manner such monies as instructed by the redeeming
Shareholders;
(vii) Prepare and transmit payments (or where appropriate credit the
account of a shareholder of the Fund ("Shareholder")) for
dividends and distributions declared by the Fund;
(viii) Maintain records of, account for and advise the Fund and its
Shareholders as to the foregoing; and
(ix) Record the issuance of Shares of the Fund and maintain pursuant
to SEC Rule 17Ad-10(e) a record of the total number of Shares
of the Fund which are authorized, based upon data provided to
it by the Fund, and issued and outstanding. ALPS shall also
provide the Fund 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.
4
1.2 Additional Services. In addition to, and neither in lieu nor in
contravention of, the services set forth in the above paragraph, ALPS shall
perform the following services:
(a) Other Customary Services. Perform the customary services of a transfer
agent, dividend disbursing agent 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, mailing Shareholder reports and prospectuses to current
Shareholders, withholding taxes on U.S. resident and non-resident
alien accounts and maintaining records with respect to such
withholding, 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 taxable 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. Services to be performed by ALPS
include those set forth in Schedule 1.1 hereto.
(b) Control Book. Maintain a daily record of all transactions, including
receipts and disbursements of money and securities, and make available
to the Fund a copy of such report on the next business day following
the request;
(c) "Blue Sky" Reporting. The Fund or its agent who provides blue sky
services shall (i) identify to ALPS in writing those transactions and
assets to be treated as exempt from blue sky reporting for each State
and (ii) verify the establishment of transactions for each State on
the system prior to activation and thereafter monitor the daily
activity for each State. The responsibility of ALPS for the Fund's
blue sky State registration status under this Agreement is solely
limited to the initial establishment of transactions subject to blue
sky compliance by the Fund and providing a system which will enable
the Fund to monitor the total number of Shares sold in each State;
(d) New Procedures. New procedures as to who shall provide certain of
these services in Section 1 may be established from time to time by
agreement between the Fund and ALPS. With the Fund's prior approval,
ALPS 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.
2. FEES AND EXPENSES
2.1 Fee Schedule. For the performance by ALPS pursuant to this Agreement, the
Fund agrees to pay ALPS fees as set forth in the attached fee schedule
(Schedule 2.1). Such fees and out-of-pocket expenses and advances
identified under Section 2.2 below may be changed from time to time subject
to mutual written agreement between the Fund and ALPS.
2.2 Out-of-Pocket Expenses. In addition to the fee paid under Section 2.1
above, the Fund agrees to reimburse ALPS for out-of-pocket expenses,
including but not limited to postage, forms, telephone, mailing and
tabulating proxies, records storage, or advances incurred by ALPS for
the items set forth in Schedule 2.1 attached hereto. In addition, any
other expenses incurred by ALPS at the request or with the consent of
the Fund will be reimbursed by the Fund.
2.3 Postage. Postage for mailing of dividends, proxies, reports and other
mailings to all shareholder accounts shall be advanced to ALPS by the Fund
at least seven (7) days prior to the mailing date of such materials.
2.4 Invoices. The Fund agrees to pay all fees and reimbursable expenses within
thirty days following the receipt of the respective billing notice.
3. REPRESENTATIONS AND WARRANTIES OF ALPS
ALPS represents and warrants to the Fund that:
3.1 It is a duly registered transfer agent under the Securities Exchange Act of
1934.
3.2 It is duly organized and existing as a corporation and in good standing
under the laws of the State of Colorado.
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.
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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 provide the Fund with all information necessary to complete its
annual filing requirements in a timely fashion.
4. REPRESENTATIONS AND WARRANTIES OF THE FUND
The Fund represents and warrants to ALPS that:
4.1 It is an open-end investment company duly organized and existing under the
laws of the state of Maryland.
4.2 It is empowered under applicable laws and by its Articles of Incorporation
and By-Laws to enter into and perform this Agreement.
4.3 The Board of Directors has duly authorized it to enter into and perform
this Agreement.
5. WIRE TRANSFER OPERATING GUIDELINES/ARTICLES 4A OF THE UNIFORM COMMERCIAL
CODE
5.1 ALPS and the Fund agree upon the security procedures for funds transfer and
account maintenance that are listed in Appendices A and B hereto (the
"Security Procedures"). Upon the receipt of a payment order in compliance
with such Security Procedures, ALPS is authorized to promptly debit the
appropriate account(s) chosen for funds transfer and in the amount of money
that ALPS has been instructed to transfer. ALPS shall execute payment
orders in compliance with the Security Procedures and with the Fund's
instructions on the date received, provided that such payment order is
received by the customary deadline for processing such a request, which is
4:00 p.m. Eastern time subject to the terms of the current prospectus,
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 ALPS shall process all payment orders to the account number indicated 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.
5.3 ALPS reserves the right to decline to process or delay the processing of a
payment order (a) which is in excess of the collected balance in the
account to be charged at the time of ALPS's receipt of such payment order;
or (b) if ALPS, in good faith, is unable to determine that the transaction
has been properly authorized.
5.4 ALPS shall use reasonable efforts to act on all authorized requests to
cancel or amend payment orders after the customary deadline received in
compliance with the Security Procedures, provided that such requests are
received in a timely manner affording ALPS reasonable opportunity to act.
However, ALPS assumes no liability if the request for amendment or
cancellation cannot be satisfied, as long as ALPS has acted reasonably.
5.5 ALPS shall not be liable for failure to detect any erroneous payment order,
provided that ALPS complies with the Security Procedures and with the
payment order instructions as received.
5.6 When the Fund initiates or receives Automated Clearing House ("ACH") credit
and debit entries pursuant to the guidelines and the rules of the National
Automated Clearing House Association and the New England Clearing House
Association, ALPS or its 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 ALPS with
respect to an ACH credit entry are provisional until ALPS receives final
settlement for such entry from the Federal Reserve Bank. If ALPS does not
receive such final settlement, the Fund agrees that ALPS 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.
5.7 Confirmation of ALPS's execution of payment orders shall ordinarily be
provided within twenty-four (24) hours, but no later than forty-eight (48)
hours, notice of which may be delivered through ALPS's proprietary
information systems, or by facsimile or call-back. Call-back confirmations
will be followed with a written confirmation. Confirmation will be
delivered to the Shareholders in accordance with applicable regulations and
the prospectus.
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6. INDEMNIFICATION
6.1 ALPS shall not be responsible for, and the Fund shall indemnify and hold
ALPS harmless from and against, any and all losses, damages, costs,
charges, counsel fees, payments, expenses and liability arising out of or
attributable to:
(a) All actions of ALPS or its agent or subcontractors required to be
taken pursuant to this Agreement, provided that such actions are taken
in good faith and without negligence or willful misconduct;
(b) The Fund's lack of good faith, negligence or willful misconduct which
arise out of the breach of any representation or warranty of the Fund
hereunder;
(c) The good faith reliance upon, and any subsequent use of or action
taken or omitted, by ALPS, its agents or subcontractors, on: (i) any
information, records, documents, data, stock certificates or services,
which are received by ALPS or its agents or subcontractors by machine
readable input, facsimile, CRT data entry, electronic instructions or
other similar means authorized by the Fund, and which 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; (ii) any written instructions or requests
of the Fund or any of its officers; (iii) any written instructions or
opinions of the Fund's legal counsel with respect to any matter
arising in connection with the services to be performed by ALPS under
this Agreement which are provided to ALPS after consultation with such
legal counsel; or (iv) any paper or document reasonably believed to be
genuine, authentic, or signed by the proper person or persons;
(d) The offer or sale of Shares in violation of federal 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
agency with respect to the offer or sale of such Shares.
6.2 In order that the indemnification provisions contained in this Section 6
shall apply, upon the assertion of a claim for which one party may be
required to indemnify the other party, the party seeking indemnification
shall promptly notify the party providing indemnification of such
assertion, and shall keep that party advised with respect to all
developments concerning such claim. The party providing indemnification
shall have the option to participate with the other party in the defense of
such claim with its own counsel or to defend against said claim in its own
name or in the name of party seeking indemnification at its own expense.
Neither party shall confess any claim or make any compromise in any case in
which the other party may be required to provide indemnification except
with the other party's prior written consent.
7. STANDARD OF CARE
ALPS shall at all times act in good faith and agrees to use its best
efforts to ensure the accuracy of all services performed under this
Agreement. At all times, ALPS shall be held to the standard of care of a
reasonable transfer agent in the mutual fund industry and shall be liable
for any errors caused by the negligence, willful misconduct or bad faith of
its employees.
8. CONFIDENTIALITY
8.1 ALPS and the Fund agree that they will not, at any time during the term of
this Agreement or after its termination, reveal, divulge, or make known to
any person, firm, corporation or other business organization, any of each
other's confidential customers' lists, trade secrets, cost figures and
projections, profit figures and projections, or any other secret or
confidential information whatsoever, used or gained by it or the Fund
during performance under this Agreement. ALPS and the Fund further covenant
and agree to retain all such knowledge and information acquired during and
after the term of this Agreement respecting such lists, trade secrets, or
any secret or confidential information whatsoever for the sole benefit of
the other party hereto and its successors and assigns. The above
prohibition of disclosure shall not apply to the extent that ALPS must
disclose such data to a Fund agent for purposes of providing services under
this Agreement. Confidential or secret information of a party does not
include information which is rightfully in the possession of the other
party prior to its receipt from ALPS or the Fund (as the case may be)
without any obligation of confidentially or which, without any fault of
such other party, is or becomes available in the public domain.
8.2 In the event that any requests or demands are made for the inspection of
the Shareholder records of the Fund, other than requests for records of
Shareholders pursuant to subpoenas from state or federal government
authorities, ALPS will notify the Fund and secure instructions from an
authorized officer of the Fund as to such inspection. ALPS and the Fund
expressly reserve the right, however, to exhibit records as required by law
or court order, upon notification of the other party, provided that the
other party has an opportunity to seek proper action to maintain the
records' confidentiality.
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9. COVENANTS OF THE FUND AND ALPS
9.1 ALPS 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 certificates, forms and devices.
9.2 ALPS shall keep records relating to the services to be performed hereunder,
in the form and manner as it may deem advisable to maintain compliance with
applicable laws, rules and regulations. To the extent required by Section
31 of the Investment Company Act of 1940, as amended, and the Rules
thereunder, ALPS agrees that all such records prepared or maintained by
ALPS relating to the services to be performed by ALPS 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. Additionally, ALPS will
make reasonably available to the Fund and its authorized representatives
records maintained by ALPS pursuant to this Agreement for reasonable
inspection, use and audit, and will take all reasonable action to assist
the Fund's independent accountants, rendering their opinion.
9.3 In case of any request or demands for the inspection of the shareholder
records of the Fund, ALPS will endeavor to notify the Fund and to secure
instructions from an authorized officer of the Fund as to such inspection.
10. TERMINATION OF AGREEMENT
10.1 This Agreement may be terminated by either party upon sixty (60) days
written notice to the other, and may be terminated immediately by the Fund
should ALPS cease to be qualified to act as the Fund's transfer agent
pursuant to applicable law.
10.2 Should the Fund exercise its right to terminate, other than as a result of
a default under this Agreement by ALPS, all out-of-pocket expenses
associated with the movement of records and material will be borne by the
Fund. Additionally, ALPS reserves the right to charge for any other
reasonable expenses associated with such termination. Payment of such
expenses or costs shall be in accordance with Section 2.4 of this
Agreement.
10.3 Upon termination of this Agreement, each party shall return to the other
party all copies of confidential or proprietary materials or information
received from such other party hereunder, other than materials or
information required to be retained by such party under applicable laws or
regulations.
11. ASSIGNMENT AND THIRD PARTY BENEFICIARIES
11.1 Neither this Agreement nor any rights or obligations hereunder may be
assigned by either party without the written consent of the other party.
Any attempt to assign this Agreement in violation of this Section shall be
void. Unless specifically stated to the contrary in any written consent to
an assignment, no assignment will release or discharge the assignor from
any duty or responsibility under this Agreement.
11.2 Except as explicitly stated elsewhere in this Agreement, nothing under this
Agreement shall be construed to give any rights or benefits in this
Agreement to anyone other than ALPS and the Fund, and the duties and
responsibilities undertaken pursuant to this Agreement shall be for the
sole and exclusive benefit of ALPS and the Fund. This Agreement shall inure
to the benefit of and be binding upon the parties and their respective
permitted successors and assigns.
11.3 This Agreement does not constitute an agreement for a partnership or joint
venture between ALPS and the Fund. Neither party shall make any commitments
with third parties that are binding on the other party without the other
party's prior written consent.
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12. MISCELLANEOUS
12.1 Amendment. This Agreement may be amended or modified by a written
agreement executed by both parties.
12.2 New York Law to Apply. This Agreement shall be construed and the
provisions thereof interpreted under and in accordance with the laws of
the State of New York.
12.3 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.
12.4 Survival. All provisions regarding indemnification, warranty, liability,
and limits thereon, and confidentiality and/or protections of proprietary
rights and trade secrets shall survive the termination of this Agreement.
12.5 Severability. If any provision or provisions of this Agreement shall be
held invalid, unlawful, or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not in any way be
affected or impaired.
12.6 Priorities Clause. In the event of any conflict, discrepancy or ambiguity
between the terms and conditions contained in this Agreement and any
Schedules hereto, the terms of the Agreement shall take precedence.
However, any written amendment to the Agreement shall incorporate the
Agreement and shall take precedence over any existing term in the
Agreement, to the extent applicable.
12.7 Audit of Records. ALPS will permit the Fund or its authorized agents to
visit, inspect, duplicate, examine, audit and verify (collectively
"audit") the Records belonging to or in the possession or control of ALPS.
Such audit will be completed at ALPS's office or elsewhere during regular
business hours, and with at least seventy-two (72) hours prior notice to
ALPS. The Records to which the Fund will have access are those which are
required by law to be maintained pursuant to the provision of the Services
which ALPS provides to the shareholders. The Fund may make copies and make
extracts from such records, provided that such audit shall not
unreasonably interfere with ALPS's normal course of business.
12.8 Waiver. No waiver by either party or any breach or default of any of the
covenants or conditions herein contained and performed by the other party
shall be construed as a waiver of any succeeding breach of the same or of
any other covenant or condition.
12.9 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.
12.10 Counterparts. This Agreement may be executed by the parties hereto on any
number of counterparts, and all of said counterparts taken together shall
be deemed to constitute one and the same instrument.
12.11 Reproduction of Documents. This Agreement and all schedules, exhibits,
appendices, attachments and amendments hereto may be reproduced by any
photographic, photostatic, microfilm, micro-card, miniature photographic
or other similar process. The parties hereto each agree that any such
reproduction shall be admissible in evidence as the original itself in any
judicial or administrative proceeding, whether or not the original is in
existence and whether or not such reproduction was made by a party in the
regular course of business, and that any enlargement, facsimile or further
reproduction shall likewise be admissible in evidence.
12.12 Notices. All notices and other communications as required or permitted
hereunder shall be in writing and sent by first class mail, postage
prepaid, addressed as follows or to such other address or addresses of
which the respective party shall have notified the other.
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(a) If to the Fund, to:
Holland Series Fund, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
(b) If to the ALPS, to:
ALPS Mutual Funds Services, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇
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.
ALPS MUTUAL FUNDS SERVICES, INC.
--------------------------------
BY: ▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------
TITLE: Chief Financial Officer
----------------------------
ATTEST:
----------------------------
HOLLAND SERIES FUND, INC.
-------------------------
BY: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------
TITLE: Chairman
----------------------------
ATTEST:
----------------------------
10
SCHEDULE 1.1
ALPS MUTUAL FUNDS SERVICES, INC.
TRANSFER AGENT SERVICE RESPONSIBILITIES*
SERVICE PERFORMED RESPONSIBILITY
ALPS 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. Pay monies to redeeming Shareholders. X
5. Effect transfers of Shares. X
6. Prepare and transmit dividends and distributions. X
7. Reporting of abandoned property. X
8. Maintain records of account. X
9. Maintain and keep a current and accurate control book for each X
issue of securities.
10. Mail proxies. X
11. Mail Shareholder reports. X
12. Mail prospectuses to current Shareholders. X
13. Withhold taxes on U.S. resident and non-resident alien accounts. X
14. Prepare and file U.S. Treasury Department forms. X
15. Prepare and mail account and confirmation statements for Shareholders. X
16. Provide Shareholder account information. X
17. Blue sky reporting. X
*Such services are more fully described in Sections 1.1 and 1.2 of the
Agreement.
ALPS MUTUAL FUNDS SERVICES, INC.
BY: ____________________________
ATTEST: _______________________
------------------------------------
HOLLAND SERIES FUND, INC.
BY: _____________________________
11
TITLE:___________________________
ATTEST: _________________________
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SCHEDULE 2.1
ALPS MUTUAL FUNDS SERVICES, INC.
FEE SCHEDULE
Annual Account Service Fees
---------------------------
Base Fee $12,000
Greater of:
Minimum Account Service Fee $27,000
Per Account Fee $18.00
Fees are billable on a monthly basis at the rate of 1/12 of the annual fee.
Processing Fees
---------------
New Account Fee (per account) $ 6.00
Closed Account Fee (per account) $ 3.00
Account Maintenance Fee (per request) $ 2.00
Manual Transaction Processing Fee (per transaction) $ 5.00
Other Fees
----------
▇▇▇ Custodial Fees (per account, annually) $15.00
Out of Pocket Expenses Billed as incurred
----------------------
Out-of-Pocket expenses include but are not limited to: confirmation statements,
investor statements, postage, banking services, forms, telephone, records
retention, NSCC interface, customized programming/ enhancements, federal wires,
stationary, and expenses incurred at the specific direction of the Fund.
--------------------------------------------------------------------------------
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APPENDIX A
SECURITY PROCEDURES
FOR FUNDS TRANSFER
TELEPHONE VERIFICATION PROCEDURES:
ALPS will require verification of social security number and account
registration by the caller.
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Funds Transfer Procedures Phone Mail
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NO SIGNATURE
SIGNATURE GUARANTEE
GUARANTEE REQUIRED
REQUIRED
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Redemptions
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Wire to bank instructions on record
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Wire to new bank instructions
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ACH to bank instructions on record
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ACH to new bank instructions
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Send by check to address of record
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Send by check to different address
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Purchases
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Purchase by wire
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Purchase by check
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Purchase by bank initiated ACH
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Purchase by Transfer Agency initiated ACH
from bank instructions on record**
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Please note these security procedures may be waived by persons authorized to
give instructions under the Transfer Agency Agreement.
I am authorized to sign below on behalf of each of the mutual funds named in
Appendix A attached.
By:_________________ __________________ ________________ ______
Type or Print Name Authorized Signature Title Date
▇▇
▇▇▇▇▇▇▇▇ ▇
SECURITY PROCEDURES
FOR ACCOUNT MAINTENANCE
TELEPHONE VERIFICATION PROCEDURES:
ALPS will require verification of social security number and account
registration by the caller.
FAX VERIFICATION PROCEDURES:
ALPS will require verification that the fax contains the appropriate signature.
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Account Maintenance Function PHONE FAX MAIL
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NO SIGNATURE SIGNATURE
GUARANTEE GUARANTEE
REQUIRED
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Establish New Account
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Change to Address of Record
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Changing SS# (Need W-9)
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Name Change (Divorce or Marriage)
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Re-Registration of Account
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Changing Bank Wiring or ACH information
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Establishing Telephone Redemption
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Starting New ACH
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Canceling ACH
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Decreasing ACH $ Amount
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Increasing ACH $ Amount
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Changing Bank Info for ACH
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Starting New Systematic Withdrawal Plan (SWP) to
address of record
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Starting New Systematic Withdrawal Plan (SWP) to
secondary address
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Canceling SWP
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Decreasing SWP $ Amount
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Increasing SWP $ Amount
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Changing Bank Info for SWP
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Changing Dividend Options (Cash & Reinvest)
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Sending Dividends to Secondary Address
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Setting Up Systematic Exchange
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Setting Up Systematic Dividend Exchange
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Please note these security procedures may be waived by persons authorized to
give instructions under the Transfer Agency Agreement.
I am authorized to sign below on behalf of each of the mutual funds named in
Appendix A attached.
By:_________________ __________________ ________________ ______
Type or Print Name Authorized Signature Title Date