Exhibit 8(d)
DELEGATION AGREEMENT
DELEGATION AGREEMENT (the "Agreement") executed as of May 5, 2005, between ALPS
Mutual Fund Services, Inc. ("ALPS") and Opus Investment Trust (the "Trust").
Whereas, regulations promulgated under Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001 (the "USA PATRIOT Act") require open-end investment companies to implement
a written customer identification program appropriate for its size and type of
business;
Whereas, the Trust recognizes the importance of complying with the USA PATRIOT
Act and the Trust has developed and implemented a written customer
identification program (the "CIP") that is a part of the Trust's anti-money
laundering program, as amended from time to time, which is designed to satisfy
the requirements of the USA PATRIOT Act;
Whereas, the USA PATRIOT Act authorizes a mutual fund to delegate to a service
provider the implementation and operation of aspects of the fund's anti-money
laundering program; and
Whereas, the Trust desires to delegate to ALPS the implementation and operation
of the CIP and ALPS desires to accept such delegation.
Now, Therefore, in consideration of the foregoing and the mutual covenants and
agreements hereinafter contained, the parties hereby agree as follows:
1. Delegation
a) Subject to the terms and conditions set forth in this Agreement, the
Trust hereby delegates to ALPS the responsibility to implement the
CIP.
b) ALPS hereby agrees to implement the CIP, subject to and in accordance
with the terms and conditions of this Agreement.
2. Annual Certification
ALPS hereby agrees to certify annually to the Trust that it has implemented
and performed the specific requirements of the CIP.
3. Consent to Examination
In connection with the performance by ALPS of the above-delegated
responsibilities, ALPS understands and acknowledges that the Trust remains
responsible for assuring compliance with the USA PATRIOT Act and that the
records ALPS maintains for the Trust relating to the Trust's CIP may be
subject, from time to time, to examination and/or inspection by federal
regulators and the Trust in order that the regulators and the Trust may
evaluate such compliance. ALPS hereby consents to such examination and/or
inspection and agrees to cooperate with such federal examiners in
connection with their review. For purposes of such examination and/or
inspection, ALPS will use its best efforts to make available, during normal
business hours, all required records and information for review by such
examiners and the Trust.
4. Limitations of Liability of the Trustees and Shareholders
A copy of the Trust's Agreement and Declaration of Trust is on file with
the Secretary of the Commonwealth of Massachusetts, and notice is hereby
given that this instrument is executed on behalf of the Trustees as
Trustees and not individually and that the obligations of this instrument
are not binding upon any of the Trustees, officers or shareholders
individually but are binding only upon the assets and property of the
Trust.
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IN WITNESS WHEREOF, ALPS Mutual Fund Services, Inc. has caused this instrument
to be signed on its behalf by its duly authorized representative and Opus
Investment Trust has caused this instrument to be signed on its behalf by its
duly authorized representative, all as of the day and year first above written.
ALPS Mutual Fund Services, Inc.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Chief Compliance Officer
Opus Investment Trust
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President
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