EXHIBIT (h)(ii)
---------------
TRANSFER AGENCY AND SERVICE AGREEMENT
between
ALPS MUTUAL FUNDS SERVICES, INC.
and
AGILE FUNDS, INC.
TRANSFER AGENCY AND SERVICE AGREEMENT
between
ALPS MUTUAL FUNDS SERVICES, INC.,
and
AGILE FUNDS, INC.
TABLE OF CONTENTS
-----------------
Section Page
------- ----
1. Terms of Appointment and Duties.........................................1
2. Fees and Expenses.......................................................4
3. Representations and Warranties of ALPS..................................4
4. Representations and Warranties of the Fund..............................4
5. Wire Transfer Operating Guidelines......................................5
6. Indemnification.........................................................6
7. Standard of Care........................................................7
8. Confidentiality.........................................................7
9. Covenants of the Fund and ALPS..........................................7
10. Duration and Termination of Agreement...................................8
11. Assignment and Third Party Beneficiaries................................9
12. Miscellaneous...........................................................9
Appendix A.............................................................12
Appendix B.............................................................13
Appendix C.............................................................14
Appendix D.............................................................15
i
TRANSFER AGENCY AND SERVICE AGREEMENT
-------------------------------------
AGREEMENT made as of the ___ day of _______ 2003, by and between Agile Funds,
Inc. a Maryland corporation (the "Fund") and ALPS Mutual Funds Services, Inc., a
Colorado corporation ("ALPS").
WHEREAS, the Fund is an open-end management investment company registered under
the Investment Company Act of 1940 (the "1940 Act"), presently offering shares
in separate series and classes as listed in Appendix A attached hereto; 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 institutions acting on behalf of
investors authorized by the Fund who shall thereby be deemed to be
acting on behalf of the Fund;
1
(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 Fund ("Shareholder")) for dividends
and distributions declared by the Fund;
(vii) Maintain records of, account for and advise the Fund and its
Shareholders as to the foregoing; and
(viii) 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.
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.
(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
2
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.
(e) Recordkeeping. ALPS shall create and maintain all records required of
it pursuant to its duties hereunder in accordance with all applicable
laws, rules and regulations, including records required by Section
31(a) of the 1940 Act. All such records shall be the property of the
Fund and shall be available during regular business hours for
inspection, copying and use by the Fund. Where applicable, such
records shall be maintained by ALPS for the periods and in the places
required by Rule 31a-2 under the 1940 Act. Upon termination of this
Agreement, the Transfer Agent shall deliver all such records to the
Fund or such person as the Fund may designate, at the Fund's expense.
(f) Availability of Facilities. Upon reasonable notice by the Fund, ALPS
shall make available during regular business hours such of its
facilities and premises employed in connection with the performance of
its duties under this Agreement for reasonable visitation by the Fund,
or any person retained by the Fund as may be necessary for the Fund to
evaluate the quality of the services performed by ALPS pursuant
hereto.
(g) AML Program. ALPS agrees to (i) maintain an anti-money laundering
program in compliance with applicable laws and regulations; and (ii)
with respect to the beneficial ownership of shares in the Fund for
which ALPS maintains the applicable shareholder information, comply
with all applicable laws and regulations designed to guard against
money laundering activities set out in such program. ALPS confirms
that, as soon as possible, following the request from the Fund, ALPS
will supply the Fund with copies of ALPS' anti-money laundering policy
and procedures, and such other relevant certifications and
representations regarding such policy and procedures as the Fund may
reasonably request from time to time.
3
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 in Appendix B 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 Articles of Incorporation
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.
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.
4
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 C and D attached
hereto and incorporated herein by this reference (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 Fund's 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,
received after the customary deadline, to cancel or amend payment orders
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, 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
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 , if such agent or
subcontractors have been approved by the Directors, 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 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 any case in which the Fund may be asked to indemnify or hold ALPS
harmless, the Fund shall be advised of all pertinent facts concerning the
6
situation in question. ALPS will notify the Fund promptly after identifying
any situation which presents a claim for indemnification against the Fund
although the failure to do so shall not prevent recovery by ALPS except as
to the extent the Fund has been prejudiced thereby. The Fund shall have the
option to defend ALPS against any claim which may be the subject of this
indemnification, and, in the event that the Fund so elects, such defense
shall be conducted by counsel chosen by the Fund and reasonably
satisfactory to ALPS, and thereupon the Fund shall take over complete
defense of the claim and ALPS shall sustain no further legal or other
expenses in respect of such claim. ALPS will not confess any claim or make
any compromise in any case in which the Fund will be asked to provide
indemnification, except with the Fund's prior written consent. The
obligations of the parties hereto under this Section shall survive the
termination of this Agreement.
7. STANDARD OF CARE
ALPS shall at all times act in good faith and agrees to use its best
efforts to ensure the accuracy and completeness 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 gross 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
Fund's, records and other information relative to the Fund's 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
may not be withheld where ALPS may be exposed to civil, regulatory or
criminal proceedings for failure to comply, or when requested to divulge
such information by duly constituted authorities.
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 1940 Act, 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, at the Fund's
7
expense, 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 _______________, 2003, and, unless sooner terminated as
provided herein, shall continue until ____________, 2006, (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 or for cause. 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) breach by ALPS of its duty of care under Section 7 which is not
cured within 10 days after written notice of such breach is delivered to
ALPS;
(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 Fund's Board of
Directors, including a majority of the Directors who are not interested
persons (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement,
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, or acquiescence in, a voluntary or involuntary case under
Title 11 of the United States 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; or
(iv) any other circumstances 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,
substantially impairs on an on-going basis the performance of ALPS'
obligations and duties hereunder.
Upon termination of this Agreement, ALPS shall deliver to the Fund or as
otherwise directed by the Fund (at the expense of the Fund) all Fund records.
8
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 Colorado Law to Apply. This Agreement shall be construed and the provisions
thereof interpreted under and in accordance with the laws of the State of
Colorado.
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.
9
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.
(a) If to the Fund, to:
Agile Funds, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇
10
With a copy to:
▇▇▇▇ ▇▇▇▇▇ LLP
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(b) If to ALPS, to:
ALPS Mutual Funds Services, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: General Counsel
12.13 Additional Portfolios. If the Fund establishes one or more additional
series with respect to which it wishes to retain ALPS to serve as transfer
agent hereunder, it will notify ALPS in writing. If ALPS is willing to
render such services under this Agreement, it will so notify the Fund in
writing, whereupon such series will become a "Portfolio" as defined
hereunder and will be subject to the provisions of this Agreement to the
same extent as the Fund is named above, except to the extent that such
provisions are modified with respect to such new Portfolio in writing by
the Fund and ALPS.
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:
---------------------------------------
Name:
Title:
AGILE FUNDS, INC.
By:
---------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: President/CEO
11
APPENDIX A
The Agile Multi-Strategy Fund
APPENDIX B
FEES
Fees paid to ALPS shall be calculated daily and payable monthly by each
series at the annual rate of:
o $20,000 per series (waived to $15,000 per series for the first year of
operations); plus
o $7,500 per additional class of shares per series; plus
o $15 per account
In addition, out-of-pocket expenses will be billed as incurred, which may
include, but are not limited to confirmation statements, investor statements,
postage, NSCC interface, customized programming/enhancements, stationary,
customer identification verification, and other expenses which may occur at the
direction of the Fund.
12
APPENDIX C
SECURITY PROCEDURES
FOR FUNDS TRANSFER
Telephone Verification Procedures:
ALPS will require verification of 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
------------------------------------------------------------------ --------------- ------------ --------------- ----------------
Redemptions
------------------------------------------------------------------ -------------------------------------------------------------
Wire to bank instructions on record X X X
------------------------------------------------------------------ --------------- ------------ --------------- ----------------
Wire to new bank instructions (not on record) X
------------------------------------------------------------------ --------------- ------------ --------------- ----------------
ACH to bank instructions on record X X X
------------------------------------------------------------------ --------------- ------------ --------------- ----------------
ACH to new bank instructions (not on record)** X
------------------------------------------------------------------ --------------- ------------ --------------- ----------------
Send by check to owner and address of record X X X
------------------------------------------------------------------ --------------- ------------ --------------- ----------------
Send by check to different owner or address (not on
record) X
------------------------------------------------------------------ --------------- ------------ --------------- ----------------
Exchanges between Funds X X X
------------------------------------------------------------------ --------------- ------------ --------------- ----------------
Purchases
------------------------------------------------------------------ --------------- ------------ --------------- ----------------
Purchase by wire X X X
------------------------------------------------------------------ --------------- ------------ --------------- ----------------
Purchase by check X
------------------------------------------------------------------ --------------- ------------ --------------- ----------------
Purchase by ACH initiated by Shareholder's bank X X
------------------------------------------------------------------ --------------- ------------ --------------- ----------------
Purchase by Transfer Agency initiated ACH
from shareholder bank instructions on record** X X X
------------------------------------------------------------------ --------------- ------------ --------------- ----------------
Transfers
------------------------------------------------------------------ --------------- ------------ --------------- ----------------
Transfer out of the fund to another firm X
------------------------------------------------------------------ --------------- ------------ --------------- ----------------
* 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.
13
APPENDIX D
SECURITY PROCEDURES
FOR ACCOUNT MAINTENANCE
Telephone Verification Procedures:
ALPS will require verification of 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.
----------------------------------------------------------------------- ----------- ---------- --------------------------------
Account Maintenance Function Phone Fax Mail
----------------------------------------------------------------------- ----------- ---------- --------------------------------
NO Signature Signature
Guarantee Guarantee
Required Required
----------------------------------------------------------------------- ----------- ---------- --------------- ----------------
Establish New Account* X
----------------------------------------------------------------------- ----------- ---------- --------------- ----------------
Change Address of Record** X X
----------------------------------------------------------------------- ----------- ---------- --------------- ----------------
Changing SS# (IRS requires certified W-9) n/a X X n/a
----------------------------------------------------------------------- ----------- ---------- --------------- ----------------
Name Change (Divorce or Marriage) X
----------------------------------------------------------------------- ----------- ---------- --------------- ----------------
Re-Registration of Account X
----------------------------------------------------------------------- ----------- ---------- --------------- ----------------
Changing Bank Wiring instructions on Record X
----------------------------------------------------------------------- ----------- ---------- --------------- ----------------
Changing ACH instructions on Record*** X
----------------------------------------------------------------------- ----------- ---------- --------------- ----------------
Establishing Telephone Redemption Privileges X
----------------------------------------------------------------------- ----------- ---------- --------------- ----------------
Starting New AIP*** X
----------------------------------------------------------------------- ----------- ---------- --------------- ----------------
Canceling AIP X X X
----------------------------------------------------------------------- ----------- ---------- --------------- ----------------
Decreasing AIP $ Amount X X X
----------------------------------------------------------------------- ----------- ---------- --------------- ----------------
Increasing AIP $ Amount X X X
----------------------------------------------------------------------- ----------- ---------- --------------- ----------------
Changing Bank Info for AIP** X
----------------------------------------------------------------------- ----------- ---------- --------------- ----------------
Starting New Systematic Withdrawal Plan (SWP) to Address or Bank X X
instructions on record
----------------------------------------------------------------------- ----------- ---------- --------------- ----------------
Starting New Systematic Withdrawal Plan (SWP) to Address not on X
record***
----------------------------------------------------------------------- ----------- ---------- --------------- ----------------
Canceling SWP X X X
----------------------------------------------------------------------- ----------- ---------- --------------- ----------------
Decreasing or increase SWP $ Amount X X X
----------------------------------------------------------------------- ----------- ---------- --------------- ----------------
Add/Delete/Update an Interested Party (additional mailings) X X
----------------------------------------------------------------------- ----------- ---------- --------------- ----------------
14
----------------------------------------------------------------------- ----------- ---------- --------------------------------
Account Maintenance Function Phone Fax Mail
----------------------------------------------------------------------- ----------- ---------- --------------------------------
NO Signature Signature
Guarantee Guarantee
Required Required
----------------------------------------------------------------------- ----------- ---------- --------------- ----------------
Add/Delete/Update a broker dealer on the account X X
----------------------------------------------------------------------- ----------- ---------- --------------- ----------------
Changing Bank Info for SWP*** X
----------------------------------------------------------------------- ----------- ---------- --------------- ----------------
Changing Dividend Options from cash to reinvest X X
----------------------------------------------------------------------- ----------- ---------- --------------- ----------------
Changing Dividend Distribution option from reinvest to Cash via Check
to Address of record X X
----------------------------------------------------------------------- ----------- ---------- --------------- ----------------
Changing Dividend Distribution option from reinvest to Cash via ACH
to Bank instructions on record X X
----------------------------------------------------------------------- ----------- ---------- --------------- ----------------
Changing Dividend Distribution option from reinvest to Cash via ACH
to Bank instructions not on record*** X
----------------------------------------------------------------------- ----------- ---------- --------------- ----------------
Sending Cash Dividends to Secondary Address not on record
X
----------------------------------------------------------------------- ----------- ---------- --------------- ----------------
Setting Up Systematic Exchange X X
----------------------------------------------------------------------- ----------- ---------- --------------- ----------------
Setting Up Systematic Dividend Exchange X X
----------------------------------------------------------------------- ----------- ---------- --------------- ----------------
* 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
situation
15