EXHIBIT h(1)
TRANSFER AGENCY AND SERVICE AGREEMENT
between
ALPS MUTUAL FUNDS SERVICES, INC.
and
AMERISTOCK MUTUAL FUNDS, INC.
and
THE AMERISTOCK CORPORATION
TRANSFER AGENCY AND SERVICE AGREEMENT
BETWEEN
ALPS MUTUAL FUNDS SERVICES, INC.,
AMERISTOCK MUTUAL FUNDS, INC. AND
THE AMERISTOCK CORPORATION
TABLE OF CONTENTS
SECTION PAGE
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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 ▇▇
▇▇▇▇▇▇▇▇ ▇ 13
Appendix C 14
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TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the 5th day of August, 2002, by and between Ameristock
Mutual Fund, Inc., a Maryland corporation (the "Fund") ALPS Mutual Funds
Services, Inc., a
Colorado corporation ("ALPS"), and Ameristock Corporation, a
California corporation (the "Adviser").
WHEREAS, the Fund is an open-end management investment company registered under
the Investment Company Act of 1940, presently offering shares in one series, the
Ameristock Mutual Fund, Inc.; and
WHEREAS, the Adviser has entered into a separate Management Agreement with the
Fund; 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 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. Services to be performed by ALPS
include those set forth in Appendix A attached hereto and
incorporated herein by this reference.
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(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 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. The Transfer Agent 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 the Transfer Agent 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.
(f) AVAILABILITY OF FACILITIES. Upon reasonable notice by the Fund,
the Transfer Agent 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 the Transfer Agent 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
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regarding such policy and procedures as the Fund may reasonably
request from time to time.
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 the Amended Combined Fee
Agreement dated August 5, 2002 and incorporated herein by this
reference. 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.
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
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 B and C 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
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.
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
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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 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.
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6.2 In any case in which the Fund may be asked to indemnify or hold the
Transfer Agent harmless, the Fund shall be advised of all pertinent
facts concerning the situation in question. The Transfer Agent 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 the Transfer Agent except as to the
extent the Fund has been prejudiced thereby. The Fund shall have the
option to defend the Transfer Agent 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 the Transfer Agent, and thereupon the
Fund shall take over complete defense of the claim and the Transfer
Agent shall sustain no further legal or other expenses in respect of
such claim. The Transfer Agent 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 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 Investment Company Act of 1940, as
amended, and the Rules thereunder, ALPS agrees that all such records
prepared
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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 August 5, 2002 and, unless sooner terminated as provided
herein, shall continue until August 4, 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) 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
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, 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.
(iv) if any of the representations or warranties contained in
Section 3 shall no longer be true and accurate.
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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. However, any written amendment to the
9
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:
Ameristock Mutual Fund, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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With a copy to:
McDonald, Hopkins, ▇▇▇▇▇ & ▇▇▇▇▇ Co., L.P.A.
2100 Bank One Center
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
(b) If to ALPS, to:
ALPS Mutual Funds Services, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: General Counsel
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: ▇▇▇▇▇▇ ▇. May
Title: Senior Vice President
AMERISTOCK MUTUAL FUND, INC.
By:
----------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Director
THE AMERISTOCK CORPORATION
By:
----------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
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APPENDIX A
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.
▇▇
▇▇▇▇▇▇▇▇ ▇
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/
* 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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APPENDIX C
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 instructions on record /X/ /X/
Starting New Systematic Withdrawal Plan (SWP) to
Address not on record*** /X/
Canceling SWP /X/ /X/ /X/
Decreasing or increase SWP $ Amount /X/ /X/ /X/
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ACCOUNT MAINTENANCE FUNCTION PHONE FAX MAIL
-------------------------------------------------------------------------------------------------------------------------------
NO
SIGNATURE SIGNATURE
GUARANTEE GUARANTEE
REQUIRED REQUIRED
-------------------------------------------------------------------------------------------------------------------------------
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