FINANCIAL INVESTORS TRUST TRANSFER AGENCY AND SERVICES AGREEMENT
Exhibit (h)(17)
TRANSFER AGENCY AND SERVICES AGREEMENT
THIS AGREEMENT is made as of March 16, 2012, between Financial Investors Trust, organized as a Delaware statutory trust under the laws of the State of Delaware (the “Trust”), and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”).
1. ALPS Appointment and Duties.
(a) The Trust hereby appoints ALPS to provide the transfer agent and other specified services set forth in Appendix B hereto, as amended from time to time, upon the terms and conditions hereinafter set forth. ALPS hereby accepts such appointment and agrees to furnish such specified services.
(b) The Trust hereby appoints ALPS to provide the interactive client services set forth in Appendix C (Transfer Agent Web Services), Appendix D (Transfer Agent IVR Services) and Appendix E (ALPS Virtual Access) attached hereto, as amended from time to time, upon the terms and conditions hereinafter set forth. ALPS hereby accepts such appointment and agrees to furnish such specified services.
(c) ALPS shall for all purposes be deemed to be an independent contractor and shall, except as otherwise expressly authorized in this Agreement, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust.
(d) ALPS may employ or associate itself with any person or organization as ALPS believes to be desirable in the performance of its duties hereunder; provided that, in such event, the compensation of such persons or organizations shall be paid by and be the sole responsibility of ALPS, and the Trust shall bear no cost or obligation with respect thereto; and provided further that ALPS shall not be relieved of any of its obligations under this Agreement in such event and shall be responsible for all acts of any such persons or organizations taken in furtherance of this Agreement to the same extent it would be for its own acts.
2. ALPS Compensation; Expenses.
(a) In consideration for the services to be performed hereunder by ALPS, the Trust shall pay ALPS the fees listed in the Fee Schedule attached hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Funds’ investment adviser and such fees are subject to renegotiation between the parties to the extent such information is determined to be materially different from what the Funds’ investment adviser originally provided to ALPS. Notwithstanding the foregoing, during each year of the Term, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent with those provided in the previous year of this Agreement, the fee that would be charged for the same services would be the base fee rate (as reflected in the Fee Schedule) subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties.
(b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the Trust or the Funds’ investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; administrative and accounting expenses; custodial expenses; interest; Trust trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the Trustees’ trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information, other offering documents, supplements, proxy materials, and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).
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4. Standard of Care; Limitation of Liability; Indemnification.
(a) ALPS shall be obligated to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by this Section 4 of this Agreement.
(b) In the absence of willful misfeasance, bad faith, negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officers, directors, agents and employees, shall not be liable for, and the Trust agrees to indemnify, defend and hold harmless such persons from, all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the following:
(i) the inaccuracy of factual information furnished to ALPS by the Trust or the Funds’ investment adviser or custodian or any authorized third party on behalf of the Funds;
(ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates;
(iii) ALPS’ reliance on any instruction, direction, notice, instrument or other information provided by the Trust or the Funds’ investment adviser or custodian or any authorized third party on behalf of the Funds that ALPS reasonably believes to be genuine;
(iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests;
(v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below);
(vi) lost interest with respect to the refundable amount of an unauthorized payment order, unless ALPS is notified of the unauthorized payment order within 30 days of notification by ALPS of the acceptance of such payment order; or
(vii) any other action or omission to act which ALPS properly takes in connection with the provision of services to the Funds pursuant to this Agreement.
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(c) ALPS shall indemnify and hold harmless the Trust, the Funds’ investment adviser and their respective officers, directors, agents and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement.
(d) Notwithstanding anything in this Agreement to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claim.
(e) In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.
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ALPS agrees that it will, on behalf of itself and its officers and employees, treat all transactions contemplated by this Agreement, and all records and information relative to the Funds and their current and former shareholders and other information germane thereto, as confidential and as proprietary information of the Trust and not to use, sell, transfer or divulge such information or records to any person for any purpose other than performance of its duties hereunder, except after prior notification to and approval in writing from the Trust, which approval shall not be unreasonably withheld. Approval may not be withheld where ALPS may be exposed to civil, regulatory or criminal proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when requested by the Trust. When requested to divulge such information by duly constituted authorities, ALPS shall use reasonable commercial efforts to request confidential treatment of such information. ALPS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of records and information relating to the Funds and their current and former shareholders.
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11. Representations and Warranties of ALPS. ALPS represents and warrants to the Trust that:
(a) It is duly organized and existing as a corporation and in good standing under the laws of the State of Colorado.
(b) It is empowered under applicable laws and by its Articles of Incorporation and Bylaws to enter into and perform this Agreement.
(c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.
(d) 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.
(e) It is, and will continue to be, registered as a transfer agent under the 1934 Act.
(f) It has adopted and implemented written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under the rules related to the 0000 Xxx) related to the services provided by ALPS to the Funds. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation and will report to the Trust any material changes made to the policies and procedures since the date of the last report, and any material changes made to the policies and procedures recommended as a result of the annual review. It will provide the Trust with an annual report of each Material Compliance Matter (as defined under the rules related to the 0000 Xxx) that occurred since the date of the last report.
(g) It will impose and collect any redemption fees imposed by a Fund in accordance with the terms set forth in each Fund’s prospectus.
(h) It will establish and maintain facilities and procedures reasonably acceptable to the Trust 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.
(i) It will maintain insurance which covers such risks and is in such amounts, with such deductibles and exclusions, sufficient for compliance by ALPS with all requirements of law and sufficient for ALPS to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, funds or underwriters.
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(j) In the event of the termination of this Agreement, ALPS shall provide reasonable cooperation to the Trust in the movement of all records (in all media) and materials of the Funds and the conversion of the shareholders accounts to a successor transfer agent.
12. Representations and Warranties of the Trust. The Trust represents and warrants to ALPS that:
(a) It is a statutory trust duly organized and existing and in good standing under the laws of the state of Delaware and is registered with the SEC as an open-end investment company.
(b) It is empowered under applicable laws and by its Trust Instrument and Bylaws to enter into and perform this Agreement.
(c) The Board of Trustees of the Trust has duly authorized it to enter into and perform this Agreement.
(d) A registration statement under the 1933 Act and the 1940 Act is currently, or will be upon commencement of operations, 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 Funds being offered for sale.
(e) Notwithstanding anything in this Agreement to the contrary, the Trust agrees not to make any modifications to the Funds’ registration statement or adopt any policies which would affect materially the obligations or responsibilities of ALPS hereunder without the prior written approval or ALPS, which approval shall not be unreasonably withheld or delayed.
13. Wire Transfer Operating Guidelines/Article 4A of the Uniform Commercial Code.
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14. ALPS’ Interactive Client Services.
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19. Duration and Termination of this Agreement.
(i) willful misfeasance, bad faith, negligence or reckless disregard on the part of ALPS in the performance of its duties, obligations and responsibilities set forth in this Agreement;
(ii) in the event ALPS is no longer permitted to perform its duties, obligations or responsibilities hereunder pursuant to applicable law or regulatory, administrative or judicial proceedings against ALPS which result in a determination that ALPS has violated, or has caused the Funds to violate, in any material respect any applicable law, rule, regulation, order or code of ethics, or any material investment restriction, policy or procedure adopted by the Funds of which ALPS had knowledge (it being understood that ALPS is deemed to have knowledge of all investment restrictions, policies or procedures set out in the Trust’s public filings or otherwise provided to ALPS); or
(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 States 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.
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21. Governing Law. The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of Colorado and the 1940 Act and the rules thereunder. To the extent that the laws of the State of Colorado conflict with the 1940 Act or such rules, the latter shall control.
23. Amendments to this Agreement. This Agreement may only be amended by the parties in writing.
To ALPS:
ALPS
Fund Services, Inc.
0000 Xxxxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Attn: General Counsel
Fax: (000) 000-0000
To the Funds:
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Financial
Investors Trust,
on behalf of the Funds
0000 Xxxxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Attn: General Counsel
Fax: (000) 000-0000
Emerald Mutual Fund Advisers Trust
0000 Xxxxxx Xxxx
Xxxxx, XX 00000
Attn: Xxxxxx X. Xxxxx XX
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FINANCIAL INVESTORS TRUST, | |||
on behalf of the Funds | |||
By: | /s/ Xxxxxx X. Xxxxx | ||
Name: | Xxxxxx J, Xxxxx | ||
Title: | President | ||
ALPS FUND SERVICES, INC. | |||
By: | /s/ Xxxxxx X. May | ||
Name: | Xxxxxx X. May | ||
Title: | President |
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APPENDIX
A
LIST OF FUNDS
Emerald Growth Fund
Emerald Banking and Finance Fund
APPENDIX B
transfer agency Services
| SHAREHOLDER SERVICING
► | Handle 800-line phone calls on recorded lines |
► | Coordinate daily fulfillment process |
► | Compile monthly reports on call statistics |
► | Provide automated telephone services via ALPS’s IVR system |
| TRANSFER AGENCY
► | Establish and maintain shareholder accounts |
► | Process and record purchase and redemption orders |
► | Process dividends and capital gain distributions |
► | Perform NSCC processing |
► | Produce and mail confirmations and account statements |
► | Process year-end shareholder tax reporting |
► | Perform required AML and CIP services |
► | TAWeb & AVA: Shareholder Data Access (SDA) |
APPENDIX C
transfer agent web Services
1. | Transfer Agent Web Services. The Trust has requested, and ALPS will provide, Transfer Agent Web Services (“TA Web”) as one of the ALPS’ interactive client services provided pursuant to the terms of this Agreement. Through TA Web, Funds’ shareholders may interact with the Funds’ transfer agent via the Internet. This interaction includes the ability to review account information and initiate transaction requests The following functions are included as part of TA Web. |
(a). | e-Delivery. Through e-Delivery, shareholders will have the option to discontinue printed and mailed shareholder statements and shareholder tax forms in favor of electronic ones. |
(b) | Web-Documents. Through Web-Documents, shareholders will have the option to discontinue printed and mailed Regulatory Documents in favor of electronic ones. “Regulatory Documents” shall mean the prospectus, annual report, semi-annual report and any other document required under applicable federal securities law to be delivered by the Funds to shareholders. |
(c) | On-Line Account Applications. Through On-Line Account Applications, prospective shareholders will have the option to establish an account with the Funds electronically in lieu of a mailed application. |
2. | ALPS’ Responsibilities. In connection with its performance of TA Web, ALPS shall: |
(a) | receive transaction and new account requests electronically transmitted to the TA Web via the Internet following execution of a link from the Investment Company Web Site to TA Web and route transaction requests to the ALPS’ transfer agency system; |
(b) | for each transaction request received, route transaction and new account information from the ALPS’ transfer agency system to TA Web to be viewed by users; |
(c) | initiate the design, processing and maintenance of TA Web services; |
(d) | provide technical support for all TA Web services, including: testing, quality control review, generation and storage; |
(e) | periodically review the e-mail list for completeness and accuracy; and |
(f) | provide a detailed proposal, including cost and a timeline, for any custom design or programming requested by the Trust. |
3. | Trust Responsibilities. In connection with its use of TA Web, the Trust, through its service providers, shall: |
(a) | provide all computers, telecommunications equipment and other equipment and software reasonably necessary to develop and maintain the Investment Company Web Site; |
(b) | design and develop the Investment Company Web Site functionality necessary to facilitate and maintain the hypertext links to TA Web and the various transaction web pages and otherwise make the Investment Company Web Site available to shareholders; |
(c) | review, approve and provide ALPS with reasonable notification of modifications to any shareholder statements, Regulatory Documents and any other documents, agreements or disclosures that the Funds transmit to their shareholders e-delivery; |
(d) | provide ALPS with a contact for receipt of enhancement and maintenance notices; |
(e) | provide ALPS with a completed TA Web questionnaire, which includes a list of site functionality options and trading rules; |
(f) | provide ALPS with such other written instructions as it may request from time to time relating to the performance of ALPS’ obligations hereunder; and |
(g) | provide written guidance for any custom graphic design or programmatic modifications that exceed the basic offering. |
APPENDIX D
1. | Transfer Agent Interactive Voice Response (“IVR”) Services. The Trust has requested, and ALPS will provide, Transfer Agent IVR Services (“TA IVR”) as one of the ALPS’ interactive client services provided pursuant to the terms of this Agreement. Through TA IVR, shareholders may retrieve account information and submit transaction requests directly to the Funds’ transfer agent via the telephone as described further in this Appendix. |
2. | ALPS’ Responsibilities. In connection with its performance of TA IVR, ALPS shall: |
(a) | receive transaction requests submitted via telephone to the TA IVR processing server and route transaction requests to the ALPS’ transfer agency system; |
(b) | for each transaction request received, route transaction information from the ALPS’ transfer agency system to the IVR server to be heard by users; and |
(c) | provide a detailed proposal, including cost and a timeline, for any custom design or programming requested by the Trust. |
3. | Trust Responsibilities. In connection with its use of TA IVR, the Trust shall: |
(a) | complete a configuration form clearly designating which features and controls should be used in the Trust’s implementation; |
(b) | provide ALPS with such other written instructions as it may request from time to time relating to the performance of ALPS’ obligations hereunder; |
(c) | provide ALPS with: a contact for receipt of enhancement and maintenance notices and a completed IVR questionnaire that includes a list of site functionality options and trading rules; and |
(d) | provide written guidance for any custom graphic design or programmatic modifications. |
APPENDIX E
1. | ALPS Virtual Access. The Trust has requested, and ALPS will provide, access to ALPS Virtual Access (“AVA”), an ALPS proprietary platform that provides web-based access to information and data maintained on behalf of the Funds and maintains a complete audit trail of all activity on the site. Through AVA, the Trust may have, based on the third-party services offered under separate contract: (i) shareholder data access, which interfaces with the transfer agency system and allows data retrieval and updates; (ii) Fund data access, which provides daily Fund and securities detail and permits the Trust to create and save its own customized reports; (iii) access to AdLit, which permits the Trust to submit sales/marketing pieces for review by ALPS’ compliance and tracks the progress of the review; and (iv) links to PolicyIQ, which provides the Trust with access to ALPS’ policies and procedures and also provides the Trust with regulatory updates. |
2. | ALPS’ Responsibilities. In connection with its performance of AVA, ALPS shall: |
(a) | provide technical support for AVA services, including: testing, quality control review, generation, and storage information; |
(b) | establish, based on the Trust’s direction, user accounts with access to Fund data and information; |
(c) | periodically review the list of users with access to Fund information and make the list available to the Trust for review; and |
(d) | provide a detailed proposal, including cost and a timeline, for any custom design or programming requested by the Trust. |
3. | Fund Responsibilities. In connection with its use of AVA, the Trust, through its service providers, shall: |
(a) | provide all computers, telecommunications equipment and other equipment and software reasonably necessary to access the AVA site; |
(b) | review, approve and provide users for access to the AVA site, including any limitations to access based on function; |
(c) | periodically review users list and make any necessary modifications, including the removal of users that should no longer have access to Fund information; |
(d) | provide ALPS with a contact for receipt of enhancement and maintenance notices; |
(e) | provide ALPS with a completed AVA questionnaire, which includes a list of site functionality options and trading rules; |
(f) | provide ALPS with such other written instructions as it may request from time to time relating to the performance of ALPS’ obligations hereunder; and |
(g) | provide written guidance for any custom graphic design or programmatic modifications. |
4. | Options Selection. AVA options are dependent of the services agreements in place with ALPS. Access will be granted to any service area that is both available to and selected by the Trust. |
FEE
SCHEDULE
COMPENSATION
APPENDIX F
[RESERVED]
APPENDIX G
Security Procedures
1. User Access and Authentication (“TA Web”)
Initial authentication of a shareholder user in TA Web is accomplished through entry of the uniquely identifiable information know to the shareholder. The shareholder then creates his or her own User ID and password to access TA Web. The user ID cannot be the same as the user’s social security number, must not contain prohibited characters, and must be of a minimum length. The user ID and password minimum and maximum lengths can be set at the fund group level. A minimum of eight (8) characters in length and a requirement of at least one non-alpha character are recommended for the password.
The user ID will lockout after three failures. A lockout needs to be reset by an authorized representative in shareholder services. Prior to lockout, a shareholder may change a forgotten password by answering the custom question provided at initial authentication. If the shareholder chooses not to create a custom question and answer, he or she will need to call and have an authorized representative reset his or her password.
User Access and Authentication (“TA IVR”)
Authentication of a shareholder user in TA IVR is based on account number, password and, optionally, social security number.
An account number is required and is used as the identification (ID) of the shareholder. A password is required and is used as the access to the entered account. This is the shareholder’s personal identification number (PIN). A social security number is an optional entry requirement controlled by the Trust to add another level of authentication to access the entered account number.
To utilize the TA IVR, a shareholder must call the Funds’ shareholder services line and request: (a) that the service be enabled for his or her account and (b) a user id and password. The above authentication information will need to be provided in order to successfully complete the request.
User Access and Authentication (“AVA”)
Access to AVA is limited to the Trust, its designated representatives and those third-party firms that are authorized by the Trust. All new users will need to be authorized, including the allowed level of access, by a designated Trust contact. Once authorized, a user will be provided with a user ID and password.
The user ID will lockout after three failures. A lockout needs to be reset by an authorized representative in AVA support. Prior to lockout, a user may change a forgotten password by answering the custom question provided at initial authentication. If the user chooses not to create a custom question and answer, he or she will need to call and have an authorized representative in AVA support reset his or her password.
The web servers run 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 that do not support SSL data encryption. The standard level of encryption supported by the ALPS’ Web Site is 128-bit. ALPS also uses a certificate from a major provider of server authentication services.
Sensitive Fund data that is exchanged within TA Web user sessions is stored with a minimum of 128-bit encryption. This includes any data passed via URL within the application. Character validation methods are also employed to ensure that only appropriate data is passed to related databases.
A computer referred to as a “firewall” is located between the Internet backbone connection and the Internet accessible application hosting equipment (“web servers”). The purpose of the firewall is to control the connectivity to the web servers at the port level. This equipment is located in a secure and environmentally controlled data center. Changes to the configuration of this computer are administered by authorized ALPS’ IT staff. This equipment will not interrogate data, and its only function is to limit the type of traffic accessing the web servers to the suite of hyper-text transfer protocols (“HTTP”) transmissions. Ports on the router are configured to be consistent with ports on the web servers. All other ports on the router other than those configured for the web servers are not accessible from the Internet.
The web servers utilize adequate and appropriate software and hardware. All services and functions within the web servers’ operating system are deactivated with the exception of services and functions which support TA Web or AVA. The general purpose of this feature is to prevent external users from entering commands or running processes on the web servers. All ports on the web servers, except those required by TA Web or AVA, are disabled. Directory structures are “hidden” from the user. Services that provide directory information are also deactivated.
ALPS’ administrators gain access to the web servers through a directly connected physical console or through the internal network via ALPS Secure ID.
TA Web and AVA are programmed to terminate the session/transaction between the shareholder and the application if data authentication fails. All successful and unsuccessful sessions are logged.
Access by ALPS’ personnel to the web servers 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.
5. Independence of the Funds’ Location on the Web Servers
Independence of the Funds’ presence on the web servers is accomplished by establishing Fund-specific session variables that logically separate Fund data. Access to web forms, style-sheets and data is governed by this structure. The base transaction code required by ALPS’ interactive client services is, however, shared by all data set partitions.
Each Fund URL on the web servers will identify a separate Fund presence. Access to the Fund presence on the web servers must be through the Investment Company Web Site.
Book marking of HTML pages within a Funds’ site on the web servers is not allowed.
Application security assessments and network penetration tests are performed on a periodic basis to ensure that code generated by ALPS meets industry standards and best practices.
The Trust is allowed to audit, at its expense, the collection of electronic documents or pages residing on ALPS’ computer system relating to the Trust’s 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 the ALPS Web Site once in each 12 month period and any associated systems or networks within TA Web relating to the Trust’s 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 that 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 Trust will not perform any action that may interfere with the uptime or stability of ALPS’ systems or networks. The Trust and its 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 Trust has 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.
It may be necessary to modify the security procedures to enable Trust to comply with its own internal policies. In these cases, procedures would be modified to be no less restrictive than the above. These changes may result in an increase to the fees or out-of-pocket fees being billed to Trust.