Exhibit h(3)
TRANSFER AGENCY AND SERVICE AGREEMENT
between
ALPS MUTUAL FUNDS SERVICES, INC.
and
THE LIPPER FUNDS, INC.
TRANSFER AGENCY AND SERVICE AGREEMENT
BETWEEN
ALPS MUTUAL FUNDS SERVICES, INC.
AND
THE LIPPER FUNDS, INC.
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TABLE OF CONTENTS
Section Page
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1. Terms of Appointment and Duties ...........................................2
2. Fees and Expenses .........................................................4
3. Representations and Warranties of ALPS ....................................4
4. Representations and Warranties of The Lipper Funds, Inc....................5
5. Wire Transfer Operating Guidelines ........................................5
6. Indemnification............................................................6
7. Standard of Care...........................................................7
8. Confidentiality ...........................................................7
9. Covenants of the Fund and ALPS ............................................8
10. Termination of Agreement ..................................................8
11. Assignment and Third Party Beneficiaries ..................................9
12. Miscellaneous..............................................................9
Schedule 1.1..............................................................12
Appendix A................................................................14
Appendix B................................................................15
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TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the 29th day of April, 2002, by and between The Lipper
Funds, Inc., a Maryland corporation, 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 is an open-end management investment company registered under
the Investment Company Act of 1940 which presently offers shares in separate
series, which are listed on Appendix A attached hereto (herein referred to
individually as a "Portfolio" and collectively as the ("Portfolios"); and
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) Receive for acceptance redemption requests and redemption
directions and deliver the appropriate documentation thereof to the
Custodian;
(iv) In respect to the transactions in items (i) (ii) and (iii) above,
ALPS shall execute transactions directly with broker-dealers,
investment advisers and other
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institutions acting on behalf of investors authorized by the Fund who
shall thereby be deemed to be acting on behalf of the Fund;
(v) 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;
(vi) Prepare and transmit payments (or where appropriate credit the
account of a shareholder of the Portfolio(s) ("Shareholder")) for
dividends and distributions declared by the Portfolio(s);
(vii) Maintain records of, account for and advise the Portfolio(s) and
its Shareholders as to the foregoing; and
(viii) Record the issuance of Shares of the Portfolio(s) and maintain
pursuant to SEC Rule 17Ad-10(e) a record of the total number of Shares
of the Portfolio(s) 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.
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 Appendix B attached 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;
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(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 whom 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 FEES. For the performance by ALPS pursuant to this Agreement, the Fund
agrees to pay ALPS fees as described on Appendix C attached hereto. Such
fees may be changed from time to time subject to mutual written agreement
between the Fund and ALPS.
2.2 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 and 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.
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 in accordance with industry standards.
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3.6 It will provide the Fund with all information necessary to complete its
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 fund's transfer
and account maintenance that are listed in Appendices D and E 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' 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.
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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' 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 electronically, 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.
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, 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
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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.
This indemnification shall not extend to any losses, damages, costs,
charges, expenses or legal fees arising out of or related to the breach of
any representation, warranty or obligation of ALPS under any other
agreement between ALPS and the Fund.
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 agrees on behalf of itself and its officers, directors, employees and
agents, to treat confidentially and as proprietary information of the Funds
records and other information relative to the Portfolios and their
shareholders and not to use such records and information for any purpose
other than performance of its responsibilities and duties hereunder, except
after prior notification to and approval in writing by the Fund, which
approval shall not be unreasonably withheld and may not be withheld where
ALPS may be exposed to civil, regulatory or criminal proceedings for
failure to comply, when requested to divulge such information by duly
constituted authorities, or when so requested by the Fund.
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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. Duration and Termination of this Agreement. This Agreement shall become
effective as of April 29, 2002 and, unless sooner terminated as provided herein,
shall continue until April 30, 2004 (the "Initial Term"). During the Initial
Term, this Agreement may be terminated, without penalty, solely by agreement of
the parties on not less than sixty days written notice by the Fund. After the
Initial Term, this Agreement may be terminated without cause and without penalty
by the Fund or by ALPS, on not less than ninety days written notice to the other
party. The Fund may immediately terminate this Agreement for cause as defined
below.
Termination for "cause" shall mean:
(i) willful misfeasance, bad faith, gross negligence or reckless
disregard on the part of the ALPS with respect to its obligations and
duties hereunder;
(ii) regulatory, administrative, or judicial proceedings against ALPS
which result in a determination that it has violated any rule, regulation,
order, or law and which in the reasonable judgment of the Directors,
including a majority of the Directors who are not interested persons (as
defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, which
substantially impairs the performances of ALPS' obligations and duties
hereunder;
(iii) financial difficulties on the part of ALPS which are evidenced
by the authorization or commencement of, or involvement by way of pleading,
answer, consent,
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or acquiescence in, a voluntary or involuntary case under Title 11 of the
United Stated Code, as from time to time in effect, or any applicable law
other than said Title 11, of any jurisdiction relating to the liquidation
or reorganization of debtors or to the modification or alteration of the
rights of creditors.
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.
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.
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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' 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' 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:
The Lipper Funds, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
With a copy to:
The Lipper Funds, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇ ▇. Block, General Counsel
(b) If to the ALPS, to:
ALPS Mutual Funds Services, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: General Counsel
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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: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
THE LIPPER FUNDS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Executive Vice President
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APPENDIX A
THE LIPPER FUNDS, INC.
Lipper High Income Bond Fund
Premier Shares
Retail Shares
Group Retirement Plan Shares
Lipper Prime Europe Equity Fund
Premier Shares
Retail Shares
Group Retirement Plan Shares
Lipper U.S. Equity Fund
Premier Shares
Retail Shares
Group Retirement Plan Shares
Lipper Mergers Fund
Premier Shares
Retail Shares
Group Retirement Plan Shares
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▇▇▇▇▇▇▇▇ ▇
ALPS MUTUAL FUNDS SERVICES, INC.
TRANSFER AGENT SERVICE RESPONSIBILITIES*
SERVICE PERFORMED
1. Receives orders for the purchase of Shares.
2. Issue Shares and hold Shares in Shareholders accounts.
3. Receive redemption requests.
4. Pay monies to redeeming Shareholders.
5. Effect transfers of Shares.
6. Prepare and transmit dividends and distributions.
7. Reporting of abandoned property.
8. Maintain records of account.
9. Maintain and keep a current and accurate control book for each
issue of securities.
10. Mail proxies.
11. Mail Shareholder reports.
12. Mail prospectuses to current Shareholders.
13. Withhold taxes on U.S. resident and non-resident alien accounts.
14. Prepare and file U.S. Treasury Department forms.
15. Prepare and mail account and confirmation statements for
Shareholders.
16. Provide Shareholder account information.
17. Blue sky reporting.
*Such services are more fully described in Sections 1.1 and 1.2 of the
Agreement.
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ALPS MUTUAL FUNDS SERVICES, INC.
Name: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
THE LIPPER FUNDS, INC.
Name: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Executive Vice President
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APPENDIX C
FEES
Annual Base Fee Per CUSIP
-------------------------
1-2,000 Shareholder accounts $10,000
2,001-3,999 Shareholder accounts $15,000
4,000-5,999 Shareholder accounts $20,000
6,000 + Shareholder accounts $25,000
Transaction Charges
-------------------
Manual Trades $5/Transaction
New Account Set-up $6/Transaction
Manual Maintenance $2/Transaction
Telephone Calls $2/Call
Correspondence $4/Piece
Wire Fees $7/Wire
Out-of-pocket expenses
----------------------
Out of pocket expenses are billed as incurred and include, but are not
limited to, confirmation statements, investor statements, postage, banking
services, forms, records retention, NSCC interface, customized
programming/enhancements, stationary, and other expenses which may be incurred
at the direction of the Fund.
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▇▇▇▇▇▇▇▇ ▇
SECURITY PROCEDURES
FOR FUNDS TRANSFER
TELEPHONE VERIFICATION PROCEDURES:
ALPS will require verification of any / all of the following by the caller
[ ] Social Security number or Tax ID number
[ ] Account Registration / Legal Name of Account
[ ] Mailing Address of Record
Transfer instructions may be accepted by the following methods for the
transactions as they are detailed below.
------------------------------------------------------- ---------- ------- ----------------------------------------------
FUNDS TRANSFER PROCEDURES PHONE* FAX MAIL
------------------------------------------------------- ---------- ------- ----------------------------------------------
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 (not on record)
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ACH to bank instructions on record
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ACH to new bank instructions (not on record)**
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Send by check to address of record
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Send by check to different address (not on record)
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Exchanges between Funds
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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 ACH initiated by Shareholder's bank
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Purchase by Transfer Agency initiated ACH
from shareholder bank instructions on record**
------------------------------------------------------- ---------- ------- ----------------------- ----------------------
* Phone option is available for redemptions ONLY if the Telephone Redemption
Privileges have been established on the account.
** Available AFTER 7 day waiting period for ACH Prenote verification by bank.
Please note: Persons authorized to give instructions under the Transfer Agency
Agreement may waive these Security Procedures for special circumstances or
situations.
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I am authorized to sign below on behalf of each of the Mutual Funds named in
Appendix A attached.
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Please Type or Print Name
Signature: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------
Title: Executive Vice President
Date: February 25, 2001
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APPENDIX E
SECURITY PROCEDURES
FOR ACCOUNT MAINTENANCE
TELEPHONE VERIFICATION PROCEDURES:
ALPS will require verification of any / all of the following by the caller
[ ] Social Security number or Tax ID number
[ ] Account Registration / Legal Name of Account
[ ] Mailing Address of Record
FAX VERIFICATION PROCEDURES:
ALPS will require that the fax contain an authorized signature for verification.
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ACCOUNT MAINTENANCE FUNCTION PHONE FAX MAIL
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NO SIGNATURE SIGNATURE GUARANTEE
GUARANTEE REQUIRED REQUIRED
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Establish New Account*
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Change to Address of Record**
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Changing SS# (IRS requires certified W-9) n/a n/a
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Name Change (Divorce or Marriage)
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Re-Registration of Account
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Changing Bank Wiring instructions on Record
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Changing ACH instructions on Record***
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Establishing Telephone Redemption Privileges
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Starting New AIP***
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Canceling AIP
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Decreasing AIP $ Amount
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Increasing AIP $ Amount
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Changing Bank Info for AIP**
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Starting New Systematic Withdrawal Plan (SWP) to Address or Bank
instructions on record
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Starting New Systematic Withdrawal Plan (SWP) to Address not on
record***
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Canceling SWP
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Decreasing or increase SWP $ Amount
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ACCOUNT MAINTENANCE FUNCTION PHONE FAX MAIL
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NO SIGNATURE SIGNATURE GUARANTEE
GUARANTEE REQUIRED REQUIRED
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Changing Bank Info for SWP***
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Changing Dividend Options from cash to reinvest
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Changing Dividend Distribution option from reinvest to Cash via
Check to Address of record
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Changing Dividend Distribution option from reinvest to Cash via
ACH to Bank instructions on record
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Changing Dividend Distribution option from reinvest to Cash via
ACH to Bank instructions not on record***
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Sending Cash Dividends to Secondary Address not on record
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Setting Up Systematic Exchange
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Setting Up Systematic Dividend Exchange
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* Hold on all redemptions until original account application is received..
** Signature Guarantee is required for any redemption by check within 15 days
of a change to the Address of Record.
*** Available AFTER 7 day waiting period for ACH Prenote verification by bank.
Please note: Persons authorized to give instructions under the Transfer Agency
Agreement may waive these security procedures for special circumstances or
situations.
I am authorized to sign below on behalf of each of the mutual funds named in
Appendix A attached.
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Please Type or Print Name
Signature: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------
Title: Executive Vice President
Date: February 25, 2002
-20-