TRANSFER AGENT INTERACTIVE CLIENT SERVICES AGREEMENT
AGREEMENT made this 3rd day of December, 2004, (the "Effective Date") between California Investment Trust and California Investment Trust II, two trusts established under the laws of the State of Massachusetts (collectively the "Funds") and ALPS Mutual Funds Services, Inc., a Colorado corporation having its principal office at 0000 Xxxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000 ("ALPS''). ALPS and the Funds are collectively referred to herein as the "Parties" and individually as the "Party".
ARTICLE I
The following definitions shall apply to this Agreement. Additional terms may be defined in the Agreement and in the exhibits, which describe the ICS to be provided by ALPS for the Funds.
“Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by or under common Control with such Person.
“Portfolio(s)” shall mean the various registered investment companies (mutual funds) for which the Funds have designated to participate in ICS, and as listed on Schedule I, attached hereto.
“Investment Company Web Site” shall mean the collection of electronic documents or pages residing on the computer system of an Internet Service Provider (“ISP”) hired by the Funds connected to the Internet and accessible by hypertext link through the World Wide Web, where Persons may view information about the Portfolios and access the various Transaction screens provided by the Funds.
"Person" shall mean an individual, corporation, partnership, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.
"Security Procedures" shall mean the procedures, including the use of encryption technology, implemented for purposes of protecting the integrity, confidentiality or secrecy of, and the unauthorized interception, corruption, use of, or access to, any data or information transmitted via ICS.
"Transactions" shall mean account inquiries, purchases, redemptions through Automated Clearing House, fed wire, or check to the address of record for the Portfolio account, exchanges and other transactions offered through ICS.
"User(s)" shall mean record owners or authorized agents of record owners of shares of a Portfolio, including brokers, investment advisors and other financial intermediaries.
ARTICLE II
Section 2.1 Selection of ICS, ALPS will perform, and the Funds have selected, the ICS services described on Exhibit A-1 attached to this Agreement.
delineated in Exhibit A-1 and other instructions given to ALPS by the Funds, ALPS shall be presumed to have exercised reasonable commercial efforts if it has acted in accordance with Exhibit A-1 and other instructions provided by the Funds. With respect to any claims for losses, damages, costs or expenses which may arise directly or indirectly from Security Procedures which ALPS has implemented or omitted, ALPS shall be presumed to have used reasonable commercial efforts if it has followed, in all material respects, at least those Security Procedures described in Exhibit B-1 to this Agreement. ALPS may, but shall not be required to, modify such Security Procedures from time to time to the extent it believes, in good faith, that such modifications will enhance the security of ICS. All data and information transmissions via ICS are for informational purposes only, and are not intended to satisfy regulatory requirements or comply with any laws, rules, requirements or standards of any federal, state or local governmental authority, agency or industry regulatory body, including the securities industry, which compliance is the sole responsibility of the Funds and each Fund. The Funds acknowledge and agree that their Users are responsible for verifying the accuracy and receipt of all data or information transmitted via ICA. The Funds are responsible for advising their Users of their responsibility for promptly notifying the Portfolios' transfer agent of any errors or inaccuracies relating to shareholder data or information transmitted via ICS.
ARTICLE lll
As consideration for the performance by ALPS of the ICS, the Funds will pay ALPS the fees as set forth on Exhibit C-1 to this Agreement.
ARTICLE IV
Section 4.1 ALPS' Property. The Funds acknowledge and agree that they obtain no rights in or to any of the software, hardware, processes, trade secrets, proprietary information or distribution and communication networks of ALPS. Any software ALPS provides to the Funds pursuant to this Agreement shall be used by the Funds only during the term of this Agreement and only in accordance with the provisions of this Agreement to provide connectivity to or through ALPS, and shall not be used by the Funds to provide connectivity to
or through any other system or Person. Any interfaces and software developed by ALPS shall not be used to connect the Funds to any transfer agency system or any other Person without ALPS’ prior written approval. Except with ALPS’ consent or in conformity with Federal copyright laws, the Funds shall not copy, decompile or reverse engineer any software provided to the Funds by ALPS. The Funds also agree not to take any action which would mask, delete or otherwise alter any of ALPS’ on-screen disclaimers and copyright, trademark and service xxxx notifications provided by ALPS, in writing, from time to time, or any “point and click” features relating to User acknowledgment and acceptance of such disclaimers and notifications.
systems of similar capability within a reasonable period of time under the circumstances. If ALPS is not able to satisfy the foregoing requirements, then, as the sole remedy, Funds will be entitled to terminate this Agreement immediately.
ARTICLE V
TERM AND TERMINATION
ARTICLE VI
has been advised of or has foreseen the possibility of such damages), arising from the use or inability to use the res or under any provision of this Agreement, such as, but not limited to, loss of revenue or anticipated profits or lost business. Without limiting any of the foregoing terms of this Section, in no event shall ALPS be liable under this Agreement in tort or otherwise for an amount exceeding the aggregate fees actually received by ALPS pursuant to Article III during the most recent Term of this Agreement.
Section 6.3 Indemnity. The Funds hereby indemnify and hold ALPS harmless from, and shall defend it against any and all claims, demands, costs, expenses and other liabilities, including reasonable attorneys' fees, arising in connection with the use of, or inability to use, the ICS by any User, except to the extent such liabilities result directly from the negligence or intentional misconduct of ALPS in the performance of the ICS. For any legal proceeding giving rise to this indemnification the Funds shall be entitled to defend or prosecute any claim in the name of ALPS at the Funds' own expense through counsel of its own choosing if they give written notice to ALPS with ten (10) business days of receiving notice of such claim.
ARTICLE VII CONFIDENTIALITY
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consent shall not be unreasonably withheld where a party may be exposed to civil or criminal contempt proceedings for failure to comply after being requested to divulge such information shall not apply to any information if and to the extent it was (i) independently developed by the receiving Party as evidenced by documentation in such Party’s possession, (ii) lawfully received by it free of restrictions from another source having the right to furnish the same, (iii) generally known or available to the public without breach of this Agreement by the receiving Party or (iv) known to the receiving Party free of restriction at the time of such disclosure. The Parties agree that immediately upon termination of this Agreement, without regard to the reason for such termination, the Parties shall forthwith return to one another all written materials and computer software, which are the property of the other Party.
ARTICLE VIII
The Funds acknowledge that the Internet is an insecure, unstable, unregulated, unorganized and unreliable environment, and that the ability of ALPS to deliver ICS is dependent upon the Internet and equipment, software, systems, data and services provided by various telecommunications carriers, equipment manufacturers, firewall providers and encryption system developers and other vendors and third parties. ALPS shall not be liable for any delays or failures to perform any of its obligations hereunder to the extent that such delays or failures are due to circumstances beyond its reasonable control, including acts of God, strikes, riots, acts of war, power failures, functions or malfunctions of the Internet, telecommunications services, firewalls, encryption systems and security devices, or governmental regulations imposed after the date of this Agreement.
ARTICLE IX
Section 9.1 Governing Law, Jurisdiction. This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of the state of Colorado, without reference to the conflict of laws provisions thereof.
a. if to the Funds at:
00 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Fax: 000.000.0000
Attn: Xxxxx Xxxxxx
b. if to ALPS at:
0000 Xxxxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Fax: 000.000.0000
Attn: General Counsel
CALIFORNIA INVESTMENT TRUST I CALIFORNIA INVESTMENT TRUST I
By:
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/s/ Xxxxx Xxxxxx
Xxxxx Xxxxxx
Chairman
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ALPS MUTUAL FUNDS SERVICES, INC.
By:
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/s/ Xxxxxx X. May
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Name:
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Jerely O. May
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Title:
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Managing Director
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SCHEDULE 1
LIST OF PORTFOLIOS
CIT FUNDS
CALIFORNIA TAX-FREE INCOME FUND
Investor Class
CALIFORNIA INSURED INTERMEDIATE FUND
Investor Class
CALIFORNIA TAX-FREE MONEY MARKET FUND
Investor Class
S&P 500 INDEX FUND
Investor Class
Class K
S&P MIDCAP INDEX FUND
Investor Class
Class K
S&P SMALLCAP INDEX FUND
Investor Class
Class K
EQUITY INCOME FUND
Investor Class
Class K
NASDAQ-100 INDEX FUND
Investor Class
EUROPEAN GROWTH & INCOME FUND
Investor Class
Class K
U. S. GOVERNMENT SECURITIES FUND
Investor Class
Class K
SHORT-TERM U.S. GOVT. BOND FUND
Investor Class
Class K
THE UNITED STATES TREASURY TRUST
Investor Class
Class K
EXHIBIT A-1
TRANSFER AGENT WEB SERVICES
1.
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Transfer Agent Web Services. The Funds have requested, and ALPS will provide Transfer Agent Web Services ("TA Web") as one of the Interactive Client Services ("ICS") provided pursuant to the terms of the ALPS ICS Agreement (the "Agreement") between the Funds and ALPS. Through TA Web, Shareholders may submit Transaction requests directly to the Fund's transfer agent via the Internet as described further in this Service Exhibit.
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2.
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Definitions. For purposes of this Exhibit, the following additional definitions shall apply (in addition to all other defined terms in the Agreement):
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"Shareholder" shall mean the record owner or authorized agent of the owner of shares of a Fund.
(a)
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receive Transaction requests electronically transmitted to the ALPS Web Site via the Internet following execution of a link from the Investment Company Web Site to the ALPS Web Site and route Transaction requests to ALPS' transfer agency system;
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(b)
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for each Transaction request received, route Transaction information from the ALPS' transfer agency system to ALPS' Web Site to be viewed by Users;
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(c)
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perform all other ALPS obligations as set forth in the Agreement.
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(a)
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provide all computers, telecommunications equipment and other equipment and software reasonably necessary to develop and maintain the Investment Company Web Site;
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(b)
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design and develop the Investment Company Web Site functionality necessary to facilitate and maintain the hypertext links to the ALPS Web Site and the various Transaction Web pages and otherwise make the Investment Company Web Site available to Shareholders.
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(c)
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provide ALPS with such other written instructions as it may request from time to time relating to the performance of ALPS’ obligations hereunder; and
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(d)
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perform all other Fund obligations as set forth in the Agreement.
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EXHIBIT B-1
SECURITY PROCEDURES- TRANSFER AGENT WEB SERVICES ("TA WEB”)
1. Password Requirements
Initial Authentication of a Shareholder in TA Web is accomplished through entry of the account number and social security number. The Shareholder then creates a User ID and Password (PIN) to access TA Web. The PIN must be 4-10 characters in length and may consist of alpha-numeric characters and symbols.
The ALPS Web server runs Secure Sockets Layer ("SSL"). The purpose of using SSL is to encrypt data transmissions through the ALPS Web Site and block communications through the ALPS Web Site from Internet browsers which do not support SSL data encryption. The standard level of encryption supported by the ALPS Web Site is 128-bit. Further, ALPS uses a certificate from a major provider of server authentication services.
3. Network Access Control
A computer referred to as a "firewall router" is located between the Internet backbone connection and the ALPS Web server. The purpose of the router is to control the connectivity to the ALPS Web server at the port level. This equipment is located at ALPS' Denver data center. Changes to the configuration of this computer are administered by authorized IT staff. This equipment will not interrogate data, and its only function is to limit the type of traffic accessing the ALPS Web server to the suite of Hyper-Text Transfer Protocols ("HTTP") transmissions. Ports on the router are configured to be consistent with ports on the ALPS Web server. All other ports on the router other than those configured for the ALPS Web server are not accessible from the Internet.
The ALPS Web server utilizes adequate and appropriate software and hardware. All services and functions within the ALPS Web server operating system are deactivated with the exception of services and functions which support TA Web. The general purpose of this feature is to prevent external users from entering commands or running processes on the ALPS Web server. All ports on the ALPS Web server, except those required by TA Web, are disabled. Directory structures are “hidden” from the user. Services which provide directory information are also deactivated.
ALPS administrators gain access to the ALPS Web server through the physical console connected to the ALPS Web server, or through the internal network via ALPS Secure ID.
TA Web is programmed to terminate the session/Transaction between the Shareholder and TA Web if data authentication fails. All successful and unsuccessful sessions are logged.
Access by ALPS personnel to the ALPS Web server is restricted within ALPS to a limited number of users based upon ALPS system administration requirements, as determined by appropriate ALPS systems managers from time to time.
Independence of Funds presence on the ALPS Web server is accomplished by establishing individual data set partitions on the ALPS Web server that are designed to be separate from other partitions. Each Fund's presence resides within a separate data and directory structure on the ALPS Web server. The base transaction code required by ICS is, however, shared by all data set partitions.
Each Fund URL on the ALPS Web server will identify a separate Fund presence. Access to the Funds presence on the ALPS Web server must be through the Investment Company Web Site.
Book marking of HTML pages within the Funds site on the ALPS Web server is not allowed. ·
The Funds are allowed to audit, at their expense, the collection of electronic documents or pages residing on ALPS' computer system relating to the Funds implementation of the TA Web service, if any, linked to the Internet and accessible by hypertext link through the World Wide Web, where the Transaction data fields and related screens provided by ALPS may be viewed by Users who access such site ("ALPS Web Site'') once in each 12 month period and any associated systems or networks within TA Web relating to the Funds implementation, after providing an audit plan to ALPS and upon ALPS' consent thereto. The audit may include review of configurations, audit trails, and maintenance of systems and software within TA Web associated with the Funds TA Web site on the ALPS Web server. Tools which may be used for the audit may include network security tools; provided, that ALPS may specify the time at which any tool is used, if ALPS reasonably believes that such tool may affect system performance. The audit will be coordinated through ALPS and ALPS will be entitled to observe all audit activity. Additionally, ALPS shall be entitled to all results of an audit. The Funds will not perform any action that may interfere with the uptime or stability of ALPS systems or networks. The Funds and their review team will be considered authorized users and ALPS will not seek prosecution under any computer crime or other applicable statutes for such activity, as long as the Funds have provided ALPS a written audit plan, ALPS has approved the written audit plan, and the audit was executed in accordance with the written audit plan.
EXHIBIT C-1
TA WED
FEE SCHEDULE
Initial Fees
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Setup (includes basic package)1
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Included in TA fees
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Custom Modifications (hourly ratei Functional Graphical
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$175
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$100
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Monthly Fees
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Per Transaction
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Included in TA fees | |
Per Page View | Included in TA fees | |
Minimum Fee
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With Transaction
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Included in TA fees
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Capability | ||
Minimum Fee
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Inquiry Only
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Included in TA fees
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1
Basic package includes simple user interface with the fund group logo at the top of each page. Authorized shareholders are able to place purchases, redemptions and exchanges via the website. They are also entitled to view account balances, transaction history and historical fund prices.
2
Any graphical or functional modifications beyond what is offered in the basic package and after the initial customization of the Investment Company's Web Site will be billed at an hourly rate based on the specifications given by the Trust.