NETWORKING Agreement

 

AGREEMENT entered into this _____ day of _____________, 201_, by and between ALPS Portfolio Solutions Distributor, Inc., with its principal place of business at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (“ALPS” or “Fund Agent”), and   with its principal place of business in (“Firm”).

WHEREAS, this Agreement is being executed by either (a) the transfer agent, shareholder servicing agent and/or other agent ("Fund Agent") for certain investment companies ("Funds"), or (b) an entity that engages in the purchase and sale of shares of the Funds on behalf of its clients ("Firm");

WHEREAS, the Firm, certain introducing brokers of or other correspondents of the Firm

("Correspondents"), and/or clients of the Firm or the Correspondents are shareholders of the Funds ("Shareholders");

WHEREAS, the Firm and either the Funds or the Funds' principal underwriter or other agent ("Underwriter") are members of the National Securities Clearing Corporation ("NSCC") or otherwise have access to the NSCC's NETWORKING system ("NETWORKING") through a registered clearing agency;

WHEREAS, NETWORKING permits the transmission of Shareholder data between the Firm and the Funds or the Underwriter pursuant to certain matrix levels established by the NSCC or as modified by the agreement between the Firm and the Fund Agent ("Matrix Levels");

WHEREAS, the Fund Agent, on behalf of the Funds and/or the Underwriter, and the Firm desire to participate in NETWORKING with each other pursuant to one or more Matrix Levels, as described herein;

WHEREAS, this Agreement shall inure to the benefit of and shall be binding upon the undersigned and each such entity shall be either a Fund Agent or Trust Entity for purposes of this Agreement (the Fund Agent and the Trust Entity shall be collectively referred to herein as the “Parties” and individually as a “Party”).

NOW, THEREFORE, in consideration of the mutual covenants herein contained, which consideration is full and complete, the Fund Agent and the Firm hereby agree as follows:

2.  Firm. The Firm shall indemnify and hold harmless the Funds, the Funds’ custodian, the Funds’ underwriter, the Funds’ distributor, the Funds’ investment advisor, the Fund Agent, the Funds’ transfer agent/shareholder servicing agent, each of their affiliated companies, and all of the divisions, subsidiaries, directors, trustees, officers, agents, employees and assigns of each of the foregoing (collectively, “Indemnified Fund Parties”), against and from any and all demands, damages, liabilities, and losses, or any pending or completed actions, claims, suits, complaints, proceedings, or investigations (including reasonable attorneys fees and other costs, including all expenses of litigation or arbitration, judgments, fines or amounts paid in any settlement consented to by the Firm) to which any of them may be or become subject to as a result or arising out of (a) any negligent act or omission by the Firm, the Trust’s correspondents, or their agents relating to NETWORKING; provided the Fund Agent has not acted negligently; (b) any breach of the Trust’s representations or warranties in this Agreement; (c) the failure of the Firm or the Trust’s correspondents to comply with any of the terms of this Agreement; or (d) the Fund Agent’s acceptance of any transaction or account maintenance information from the Firm through NETWORKING.

 

13.            Notice. Any notice or amendment required or permitted hereunder shall be in writing and shall be given by personal service, mail, or facsimile to the other Party at the address set forth below (or such other address as a Fund Party or the Firm may specify by written notice to the other). Notice shall be effective upon receipt if by mail, on the date of personal delivery (by private messenger, courier service or otherwise), or upon receipt of facsimile, whichever occurs first at:

a.

Agreement to Provide Information.  Firm agrees to provide the Fund, upon written request, the taxpayer identification number (“TIN”), the Individual/International Taxpayer Identification Number (“ITIN”), or other government-issued identifier (“GII”), if known, of any or all Shareholder(s) of the account and the amount, date, name or other identifier of any investment professional(s) associated with the Shareholder(s) or account (if known), and transaction type (purchase, redemption, transfer, or exchange) of every purchase, redemption, transfer, or exchange of Shares held through an account maintained by the Firm during the period covered by the request.

(i)

Period Covered by Request.  Requests must set forth a specific period, not to exceed 90 calendar days from the date of the request, for which transaction information is sought.  The Fund may request transaction information older than 90 calendar days from the date of the request as it deems necessary to investigate compliance with policies established by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding Shares issued by the Fund.

(ii)

Form and Timing of Response.

(a)

Firm agrees to provide, promptly upon request of the Fund or its designee, the requested information specified in Section 15(a). If requested by the Fund or its designee, Firm agrees to use best efforts to determine promptly whether any specific person about whom it has received the identification and transaction information specified in Section 15(a) is itself a financial intermediary (“Indirect Intermediary”) and, upon further request of the Fund or its designee, promptly either (i) provide (or arrange to have provided) the information set forth in Section 15(a) for those Shareholders who hold an account with an Indirect Intermediary or (ii) restrict or prohibit the Indirect Intermediary from purchasing, in nominee name on behalf of other persons, securities issued by the Fund. Firm additionally agrees to inform the Fund whether it plans to perform (i) or (ii).

 

(b)

Responses required by this paragraph must be communicated in writing and in a format mutually agreed upon by the parties.

(c)

To the extent practicable, the format for any transaction information provided to the Fund should be consistent with the NSCC Standardized Data Reporting Format.

(iii)

Limitations on Use of Information.  The Fund agrees not to use the information received for marketing or any other similar purpose without the prior written consent of the Firm.

b.

Agreement to Restrict Trading.  Firm agrees to execute written instructions from the Fund to restrict or prohibit further purchases or exchanges of Shares by a Shareholder that has been identified by the Fund as having engaged in transactions of the Fund’s Shares (directly or indirectly through the Firm’s account) that violate policies established or utilized by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding Shares issued by the Fund.

(i)

Form of Instructions.  Instructions between the parties to restrict or prohibit further purchases or exchanges of Fund Shares must include the TIN, ITIN, or GII, if known, and the specific restriction(s) to be executed.  If the TIN, ITIN, or GII is not known, the instructions must include an equivalent identifying number of the Shareholder(s) or account(s) or other agreed upon information to which the instruction relates.

(ii)

Timing of Response.  Firm agrees to execute instructions as soon as reasonably practicable, but not later than five business days after receipt of the instructions by the Firm.

(iii)

Confirmation by Firm.  Firm must provide written confirmation to the Fund that instructions have been executed.  Firm agrees to provide confirmation as soon as reasonably practicable, but not later than ten business days after the instructions have been executed.

c.	Definitions.  For purposes of this Agreement:

(i)

Pursuant to Section 15, and only Section 15 herein, the term “Fund” also includes the Fund’s principal underwriter and transfer agent.  The term does not include any “excepted funds” as defined in SEC Rule 22c-2(b) under the ▇▇▇▇ ▇▇▇.

(ii)

The term “Shares” means the interest of Shareholders corresponding to the redeemable securities of record issued by the Fund under the 1940 Act that are held by the Firm.

(iii)

The term “Shareholder” means the beneficial owner of Shares, whether the Shares are held directly or by the Firm in nominee name.

(iv)

The term “written” includes electronic writings and facsimile transmissions.

 

(v)

The term “Firm” shall mean a “financial intermediary” as defined in SEC Rule 22c-2.

(vi)

The term “purchase” does not include automatic reinvestment of dividends.

(vii)

The term “promptly” as used in Section 15(a)(ii) shall mean as soon as practicable but in no even later than 5 business days from the Firm’s receipt of the request for information from the Fund or its designee.

 

[Remainder of page left intentionally blank.]

IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as of the date first above written.