TELEPHONE AND SERVICE AGREEMENT
THIS AGREEMENT made as of the 7th day of December, 2001 by and between
Stonebridge Funds Trust, a Delaware business trust having its principal office
and place of business at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
("Stonebridge"), and ALPS Mutual Funds Services, Inc., a Colorado corporation
having its principal office and place of business at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("ALPS").
WHEREAS, Stonebridge desires to appoint ALPS to provide services as its
telephone servicing agent for the Stonebridge Growth and Stonebridge Aggressive
Growth Funds (the "Funds"), and ALPS desires to accept such appointment; and
WHEREAS, the telephone hotline number for telephone servicing calls (the
"Hotline") is used to provide information and record personal data from the
public for literature fulfillment in furtherance of Stonebridge educational
activities with respect to the Products.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained
herein, the parties hereto agree:
1. COMMENCEMENT DATE.
ALPS shall, on or about December 7, 2001, begin accepting incoming
telephone calls on the Hotline, Monday through Friday, between the
hours of 9:00 a.m. and 8:00 p.m. Eastern Time.
2. DUTIES OF ALPS.
(a) ALPS shall answer calls on behalf of Stonebridge by using such
language as "Hello, you have reached the Stonebridge hotline"
or other reasonable language as provided by or agreed to with
Stonebridge.
(b) ALPS agrees to use only the information provided by
Stonebridge in answering calls. This information is limited to
the current prospectuses, product descriptions, and NASD
approved sales literature for the Products. ALPS will, on a
good faith basis, give callers any information requested
regarding the Products found in the information provided by
Stonebridge.
(c) ALPS shall record names, addresses and any other data
reasonably requested by Stonebridge to fulfill literature
requests. ALPS shall communicate such data to Stonebridge or
directly to a fulfillment company each night after 8:00 p.m.
Eastern Time via e-mail or some other method to be determined
later, but such method will be at no additional cost to ALPS
under this Agreement.
(d) ALPS shall not make outgoing calls, solicitations, offers,
sales, recommendations, advice nor engage in any activities
prohibited by the SEC, NASD, or any State rules or
regulations.
3. DUTIES OF STONEBRIDGE.
Stonebridge shall pay for any set up and equipment costs for all
incoming telephone calls.
4. TERMINATION.
The initial term of this Agreement shall be for one (1) year from the
commencement of services. After the initial term, this Agreement may be
terminated by either party upon thirty (30) days written notice to the
other party.
5. COMPENSATION.
Stonebridge will pay ALPS $2.00 per call calculated and paid monthly in
arrears.
6. INDEMNIFICATION.
Stonebridge shall defend, indemnify and hold harmless ALPS and its
employees for any damages or claims arising from the services provided
herein (provided such services are limited to the educational
activities contracted for in this agreement), or the loss of data from
computer or telephonic storage or transmission errors, unless such
damages or claims arise from the bad faith, gross negligence or willful
misconduct of ALPS, its agents or employees. ALPS will not be held
responsible for non-performance in light of power outage, break in
telephone service, or any other situation beyond ALPS' control that may
prevent ALPS from performing the services provided herein.
7. CONFIDENTIALITY.
ALPS agrees on behalf of itself and its employees to treat
confidentially and as proprietary information of Stonebridge all
nonpublic personal records and other nonpublic personal information of
prior, present, or potential Shareholders of Stonebridge, and not to
use such records and information for any purpose other than the
performance of its responsibilities and duties under this Agreement and
as otherwise may be permitted by law.
8. ASSIGNMENT.
This Agreement including any rights or obligations hereunder may not be
assigned by either party without the prior written consent of the other
party.
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9. AMENDMENT.
This Agreement may only be amended by a written agreement executed by
both parties.
10. HEADINGS.
The headings have been inserted for convenience only and are not to be
considered when interpreting the provisions of this Agreement.
11. WAIVER.
The waiver by either party of a breach of any of the covenants,
conditions, or provisions of this Agreement shall not operate, or be
construed, as a waiver of any subsequent breach.
12. CERTAIN SECTIONS INVALID.
If any provision(s) of this Agreement is held by a court of competent
jurisdiction to be invalid under any applicable statute or rule of law,
they are to that extent deemed omitted and the remaining provisions of
this Agreement shall remain in full force and effect.
13. GOVERNING LAW.
This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the State of
Colorado.
14. BINDING EFFECT.
This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.
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: Chief Financial Officer
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STONEBRIDGE FUNDS TRUST
By:__________________________
Name:
Title:
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