EXHIBIT 7(c)
TRANSFER AGENCY AND SERVICE AGREEMENT
BETWEEN
STONEBRIDGE GROWTH FUND, INC.
AND
ALPS MUTUAL FUNDS SERVICES, INC.
TABLE OF CONTENTS
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Page No.
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Article 1. Terms of Appointment; Duties 2
Article 2. Fees and Expenses 6
Article 3. Representations and Warranties of ALPS 7
Article 4. Representations and Warranties of the Fund a
Article 5. Data Access and Proprietary Information 8
Article 6. Indemnification 11
Article 7. Standard of Care 14
Article 8. Covenants of the Fund and ALPS 14
Article 9. Termination of Agreement 16
Article 10. Assignment 16
Article 11. Amendment 17
Article 12. Colorado Law to Apply 17
Article 13. Merger of Agreement 17
Article 14. Counterparts 17
Article 15. Limitation of Liability of the Fundee and Shareholders 18
TRANSFER AGENCY AND SERVICE AGREEMENT
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AGREEMENT made as of the __th day of _______, 1997, by and between Stonebridge
Growth Fund, Inc., a Delaware corporation, having its principal office and place
of business at 0000 Xxxxxxx Xxxx Xxxx, xxx Xxxxxxx Xxxxxxxxxx 00000 (the
"Fund"), and ALPS MUTUAL FUNDS SERVICES, INC., a Colorado Corporation having its
principal office and place of business at 000 00xx Xxxxxx, Xxxxx 0000, Xxxxxx
Xxxxxxxx 00000("XXXX" or the "Administrator");
WHEREAS, the Fund and ALPS have entered into an Administration Agreement
dated as of ________________, 1997 (the "Administration Agreement") pursuant to
which ALPS is to provide various services,
WHEREAS, the Fund in accordance with the Administration Agreement desires
to appoint ALPS as its transfer agent, dividend disbursing agent and agent in
connection with certain other activities, and ALPS desires to accept such
appointment;
WHEREAS, the Fund is authorized to issue shares in separate series, with
each such series representing interests in a separate portfolio of securities
and other assets; and
WHEREAS, the Fund presently offers Shares in one separate series;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
Article 1. Terms of Appointment; Duties of ALPS
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1.01 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
its transfer agent for the Fund's authorized and issued shares of beneficial
interest in the Fund or any other fund of the Fund ("Shares"), dividend
disbursing agent and agent in connection with any accumulation, open-account or
similar plans provided to the shareholders of the Fund ("Shareholders") and set
out in the currently effective prospectus and statement of additional
information ("prospectus") of the Fund, including without limitation any
periodic investment plan or periodic withdrawal program.
1.02 ALPS agrees that it will perform the following services in
accordance with the Fund's prospectus:
(a) In accordance with procedures established from time to time
by agreement between the Fund and ALPS, ALPS shall:
(i) Receive for acceptance, orders for the purchase of Shares, promptly
deliver payment and appropriate documentation thereof to the Custodian of
the Fund authorized pursuant to the Articles of Incorporation of the Fund
(who is referred to herein as the "Custodian"), and make proper
remittance of any sales load received by it to the persons entitled to
the same as instructed by the Fund's Administrator;
(ii) Pursuant to purchase orders, issue the appropriate number of Shares and
hold such Shares in the appropriate Shareholder account;
(iii) In the event any check or other order for the transfer of money is
returned unpaid, take such steps as it may deem appropriate or the Fund
may instruct to protect the Fund and ALPS from financial loss;
(iv) Receive for acceptance redemption requests and redemption directions and
deliver the appropriate documentation thereof to the appropriate
Custodian;
(v) In respect to the transactions in items (i), (ii) and (iv) above, ALPS
shall execute transactions directly with broker-dealers authorized by the
Fund who shall thereby be deemed to be acting on behalf of the Fund;
(vi) At the appropriate time as and when it receives monies paid to it by the
Custodian with respect to any redemption, pay over or cause to be paid
over in the appropriate manner such monies as instructed by the redeeming
Shareholders;
(vii) Effect transfers of Shares by the registered owners thereof upon receipt
of appropriate instructions;
(viii) Prepare and transmit payments (or where appropriate credit a Shareholder
account) for dividends and distributions declared by the Fund;
(ix) Issue replacement certificates for those certificates alleged to have
been lost, stolen or destroyed upon receipt by ALPS of indemnification
satisfactory to ALPS and protecting ALPS and the Fund, and ALPS at its
option, may issue replacement certificates in place of mutilated stock
certificates upon presentation thereof and without such indemnity;
(x) Maintain records of account for and advise the Fund and its Shareholders
as to the foregoing; and
(xi) 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.
(b) In addition to and neither in lieu nor in contravention of
the services set forth in the above paragraph (a), ALPS shall:
(i) 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 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 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, responding to
Shareholder telephone calls and Shareholder correspondence, preparing and
mailing activity statements for Shareholders, and providing Shareholder account
information and (ii) provide a system which will enable the Fund to monitor the
total number of Shares sold in each State.
(c) In addition, the Fund's outside legal counsel 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 a
Fund's blue sky State registration status is solely limited to the initial
establishment of transactions subject to blue sky compliance by such Fund and
the reporting of such transactions to the Fund as provided above.
(d) Procedures as to who shall provide certain of these services
in Article 1 may be established from time to time by agreement between the Fund
and ALPS per the attached service responsibility schedule. 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) ALPS shall provide additional services on behalf of the Fund
(i.e., escheatment services) which may be agreed upon in writing between the
Fund and ALPS.
Article 2. Fees and Expenses
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2.01 For the performance by ALPS pursuant to this Agreement, the Fund
agrees to pay ALPS the fees in accordance with the terms of the Administration
Agreement.
2.02 In addition to the fee paid under Section 2.01 above, the Fund
agree(s) to reimburse ALPS for tabulating proxies. In addition, any other
expenses incurred by ALPS at the request or with the consent of the Fund, will
be reimbursed by the Fund.
2.03 The Fund agree(s) to pay all fees and reimbursable expenses
within thirty days following the receipt of the respective billing notice.
Postage for mailing of proxies to all
Shareholder accounts shall be advanced to ALPS by the Fund at least seven (7)
days prior to the mailing date of such materials.
Article 3. Representations and Warranties of ALPS
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ALPS represents and warrants to the Fund that:
3.01 It is a company duly organized and existing and in good standing
under the laws of the State of Colorado.
3.02 It is duly qualified to carry on its business in the State of
Colorado.
3.03 It is empowered under applicable laws and by its Charter and By-
Laws to enter into and perform this Agreement.
3.04 All requisite corporate proceedings have been taken to authorize
it to enter into and perform this Agreement.
3.05 It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and obligations under
this Agreement.
Article 4. Representations and Warranties of the Fund The Fund represents and
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warrants to ALPS that:
4.01 It is a business Fund duly organized and existing and in good
standing under the laws of Delaware.
4.02 It is empowered under applicable laws and by its Articles of
Incorporation and Code of Regulations to enter into and perform this Agreement.
4.03 All Fund proceedings required by said Articles of Incorporation
and Code of Regulations have been taken to authorize it to enter into and
perform this Agreement.
4.04 It is an open-end and diversified management investment company
registered under the Investment Company Act of 1940, as amended.
4.05 A registration statement under the Securities Act of 1933, as
amended is currently effective and will remain effective, and appropriate state
securities law filings have been made and will continue to be made, with respect
to all Shares of the Fund being offered for sale.
Article 5. Data Access and Proprietary Information
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5.01 The Fund acknowledges that the data bases, computer programs,
screen formats, report formats, interactive design techniques, and documentation
manuals furnished to the Fund by ALPS as part of the Fund's ability to access
certain related data ("Customer Data") maintained by ALPS on data bases under
the control and ownership of ALPS ("Data Access Services") constitute
copyrighted, trade secret, or other proprietary information (collectively,
"Proprietary Information") of substantial value to ALPS. It is understood that
Customer Data, which includes data provided to ALPS by or on behalf of the Fund
and records belonging to the Fund pursuant to Section 31 of the Investment
Company Act of 1940 as amended (and the Rules thereunder), will not be deemed to
be Data Access Services or Proprietary Information. The Fund agrees to treat all
Proprietary Information as proprietary to ALPS and further agrees that it shall
not divulge any Proprietary Information to any person or organization except as
may be provided hereunder. Without limiting the foregoing, the Fund agrees for
itself and its employees and agents:
(a) to access Customer Data solely from locations as may be
designated in writing by and solely in accordance with ALPS'
applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary
Information;
(c) to refrain from obtaining unauthorized access to any portion of
the Proprietary Information, and if such access is inadvertently
obtained, to inform in a timely manner of such fact and dispose
of such information in accordance with ALPS' instructions;
(d) to refrain from causing or allowing third-party data acquired
hereunder from being retransmitted to any other computer facility
or other location, except with the prior written consent of ALPS;
(e) that the Fund shall have access only to those authorized
transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by ALPS to protect
at ALPS' expense the rights of ALPS in Proprietary Information
at common law, under federal copyright law and under other
federal or state law.
Each party shall take reasonable efforts to advise its employees or
independent service contractors of the obligations pursuant to this Article 5.
The obligations of this Article shall survive any earlier termination of this
Agreement.
5.02 If the Fund notifies ALPS that any of the Data Access Services
do not operate in material compliance with the most recently issued user
documentation for such services, ALPS shall endeavor in a timely manner to
correct such failure. organizations from which ALPS may obtain certain data
included in the Data Access Services are solely responsible for the contents of
such data and the Fund agrees to make no claim against ALPS arising out of the
contents of such third-party data, including, but not limited to, the accuracy
thereof, provided that ALPS will comply with all reasonable requests for
assistance from the Fund in resolving any claim or other discrepancy the Fund
may have with such third party organizations. DATA ACCESS SERVICES AND ALL
COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE
PROVIDED ON AN AS IS, AS AVAILABLE BASIS (PROVIDED THAT ALPS SHALL CONTINUE TO
BE RESPONSIBLE FOR ANY DELAY IN OR OTHER FAILURE OF PERFORMANCE THAT ARISES AS A
RESULT OF A MATTER REASONABLY WITHIN ALPS" CONTROL). ALPS EXPRESSLY DISCLAIMS
ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED
TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.
5.03 If the transactions available to the Fund include the ability to
originate a customer originated electronic financial instruction to ALPS in
order to (i) effect the transfer or
movement of cash or Shares or (ii) transmit Shareholder information or other
information, then in such event ALPS shall be entitled to rely on the validity
and authenticity of such instruction without undertaking any further inquiry as
long as such instruction is undertaken in conformity with reasonable security
procedures established by ALPS from time to time.
Article 6. Indemnification
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6.01 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 taken or omitted to be taken by 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 Funds 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 on or use by ALPS or its agents or
subcontractors of written information, records and documents or services which
(i) are received or relied upon by ALPS or its agents or subcontractors and
furnished to it or performed by or on behalf of the Fund, and (ii) have been
prepared, maintained and/or performed by the Fund or any other authorized person
or firm on behalf of the Fund.
(d) The reliance on, or the carrying out by ALPS or its agents
or subcontractors of any instructions or requests of the Fund.
(e) The offer or sale of Shares in violation of any requirement
under the federal securities laws or regulations or the securities laws or
regulations of any state that such Shares be registered in such state or in
violation of any stop order or other determination or ruling by any federal
agency or any state with respect to the offer or sale of such Shares in such
state.
6.02 At any time ALPS may apply to any officer of the Fund for
instructions, and may consult with legal counsel with respect to any matter
arising in connection with the services to be performed by ALPS under this
Agreement, and ALPS and its agents or subcontractors shall not be liable and
shall be indemnified by the Fund for any action taken or omitted by it in
reliance upon such instructions or upon the opinion of such counsel (provided
such counsel is reasonably satisfactory to the Fund). ALPS, its agents and
subcontractors shall be protected and indemnified in acting upon any paper or
document furnished by or on behalf of the Fund, reasonably believed to be
genuine and to have been signed by the proper person or persons,, or upon any
instruction, information, data, records or documents provided ALPS or its agents
or subcontractors by machine readable input, telex, CRT data entry or other
similar means authorized by the Fund, and shall not be held to have notice of
any change of authority of any person, until receipt of written notice thereof
from the Fund. ALPS, its agents and subcontractors shall also be protected and
indemnified in recognizing stock certificates which are reasonably believed to
bear the proper manual or facsimile signatures of the officer(s) of the Fund,
and the proper countersignature of any former transfer agent or former
registrar, or of a co-transfer agent or co-registrar.
6.03 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.
6.04 In order that the indemnification provisions contained in this
Article 6 shall apply, upon the assertion of a claim for which the Fund may be
required to indemnify ALPS, ALPS shall promptly notify the Fund of such
assertion, and shall keep the Fund advised with respect to all developments
concerning such claim. The Fund shall have the option to participate with ALPS
in the defense of such claim or to defend against said claim in its own name or
in the name of ALPS. ALPS shall in no case confess any claim or make any
compromise in any case in
which the Fund may be required to indemnify ALPS except with the Fund's prior,
written consent.
Article 7. Standard of Care
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7.01 ALPS shall at all times act in good faith and agrees to use its
best efforts within reasonable limits to insure the accuracy of all services
performed under this Agreement, but assumes no responsibility and shall not be
liable for loss or damage due to errors unless said errors are caused by its
negligence, bad faith, or willful misconduct or that of its employees.
Article 8. Covenants of the Fund and ALPS
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8.01 The Fund shall promptly furnish to ALPS the following:
(a) A certified copy of the resolution of the Board of Directors
of the Fund authorizing the appointment of ALPS and the execution and delivery
of this Agreement.
(b) A copy of the Articles of Incorporation and Code of
Regulations of the Fund and all amendments thereto.
(c) Copies of each vote of the Board of Directors of the Fund
designating authorized persons to give instructions to ALPS.
8.02 ALPS hereby agrees to establish and maintain facilities and
procedures reasonably acceptable to the Fund for safekeeping of stock
certificates, 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.
8.03 ALPS shall keep records relating to the services to be performed
hereunder, in the form and manner as it may deem advisable, as required by
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 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 in
rendering their opinion.
8.04 ALPS and the Fund agree that all books, records, information and
data pertaining to the business of the other party which are exchanged or
received pursuant to the negotiation or the carrying out of this Agreement shall
remain confidential, and shall not be voluntarily disclosed to any other person,
except as may be required by law.
8.05 In case of any requests 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. ALPS reserves the right, however, to exhibit the Shareholder
records to any person whenever it is advised by its counsel that it may be held
liable for the failure to exhibit the Shareholder records to such person.
Article 9. Termination of Agreement
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9.01 This Agreement may be terminated by either party upon ninety
(90) days written notice to the other. Not withstanding anything to the
contrary in this Agreement, ALPS may not terminate this Agreement prior to the
later of: (i) the expiration of the initial or any renewal term of the
Administration Agreement; or (ii) the effectiveness of any termination notice
pursuant to the Administration Agreement. This Agreement may be terminated
immediately by the Fund should ALPS cease to be qualified to act as the Fund's
transfer agent pursuant to applicable law.
9.02 Should the Fund exercise its right to terminate, other than as a
result of a default under this Agreement by ALPS, all out-of-pocket expenses
associated with the movement of records and material will be borne by the Fund.
Additionally, ALPS reserves the right to charge for any other reasonable
expenses associated with such termination.
Article 10. Assignment
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10.01 Except as provided in Section 10.03 below, neither this
Agreement nor any rights or obligations hereunder may be assigned by either
party without the written consent of the other party.
10.02 This Agreement shall inure to the benefit of and be binding
upon the parties and their respective permitted successors and assigns.
10.03 ALPS may, without further consent on the part of the Fund,
subcontract for the performance hereof with (i) State Street Bank & Fund, a duly
registered transfer agent pursuant to Section 17A(c)(1) of the Securities
Exchange Act of 1934, as amended ("Section 17A(c)(l)"); provided, however, that
ALPS shall be as fully responsible to the Fund for the acts and omissions of any
subcontractor as it is for its own acts and omissions.
Article 11. Amendment
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11.01 This Agreement may be amended or modified by a written
agreement executed by both parties and authorized or approved by a resolution of
the Board of Directors of the Fund.
Article 12. Colorado Law to Apply
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12.01 This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the State of Colorado.
Article 13. Merger of Agreement
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13.01 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.
Article 14. Counterparts
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14.01 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.
Article 15. Limitation of Liability of the Directors and Shareholders
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15.01 The names "Stonebridge Growth Fund, Inc." and "Directors of
Stonebridge Growth Fund, Inc " refer respectively to the Fund created and the
Directors, as Directors but not individually or personally, acting from time to
time under Articles of Incorporation dated ____________, which may be further
amended from time to time which is hereby referred to and a copy of which is on
file at the office of the Secretary of the State of Delaware and the principal
office of the Fund. The obligations of Stonebridge Growth Fund, Inc. entered
into in the name or on behalf thereof by any of the Directors, representatives
or agents are made not individually, but in such capacities, and are not binding
upon any of the Directors, shareholders, or representatives of the Fund
personally, but bind only the Fund Property, and all persons dealing with any
class of shares of the Fund must look solely to the Fund Property belonging to
such class for the enforcement of any claims against the Fund.
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.
STONEBRIDGE GROWTH FUND, INC.
By:
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ATTEST:
ALPS MUTUAL FUNDS SERVICES, INC.
By:
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President
ATTEST:
