Exhibit 8(c)
TRANSFER AGENT INTERACTIVE CLIENT SERVICES AGREEMENT
AGREEMENT made this 31st day of January, 2005, (the "Effective Date")
between Opus Investment Trust, a Massachusetts business trust, having its
principal place of business at 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx
00000 ("xxx Xxxx") 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 Fund are collectively referred to herein as the "Parties"
and individually as the "Party".
WHEREAS, the Fund is an open-end management investment company registered
under the Investment Company Act of 1940, as amended, consisting of the series
listed in Schedule I attached hereto; such investment portfolio and any
additional investment portfolios that may be established by the Fund is referred
to herein individually as a "Portfolio" and collectively as the "Portfolios";
and
WHEREAS, ALPS is a provider of transfer agency services to the mutual fund
industry utilizing proprietary and licensed computer software programs to allow
shareholders to access their account information and real-time transaction
processing; and
WHEREAS, the Fund desires to utilize ALPS' Interactive Client Services
("ICS") to provide the Fund's shareholders with access to shareholder account
information and real-time transaction processing capabilities in accordance with
the terms of this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises, and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Parties hereby agree as follows.
ARTICLE I
DEFINITIONS
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 Fund.
"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 fund) for which the Fund has designated to participate in ICS, and as
listed on Schedule 1, 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 Fund 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
Fund.
"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
USE OF ICS BY THE FUND
Section 2.1 Selection of ICS, ALPS will perform, and the Fund has selected,
the ICS services described on Exhibit A-1 attached to this Agreement.
Section 2.2 Responsibilities of ALPS. During the Term and subject to the
provisions of this Agreement, ALPS shall, at its expense (unless otherwise
provided for herein): (i) provide, or hire other Persons to provide, all
computers, telecommunications equipment and other equipment and software
reasonably necessary to develop and maintain the ICS; and (ii) deliver a monthly
billing report to the Fund, which shall include a report of Transactions, by
type, processed through ICS.
Section 2.3 Responsibilities of the Fund. During the Term and subject to
the provisions of this Agreement, the Fund shall at its own expense (unless
otherwise provided for herein) fulfill the Fund obligations, if any, set forth
in this Agreement.
Section 2.4 Change in Designated Portfolios. Upon thirty (30) days prior
notice to ALPS, the Fund may change the Portfolios designated to participate in
ICS by delivering to ALPS, in writing, a revised list of participating
Portfolios.
Section 2.5 Scope of ALPS' Obligations. ALPS shall at all times use
reasonable commercial efforts in performing ICS under this Agreement. In the
absence of willful misconduct, knowing violations of applicable law, reckless
disregard of its duties under this Agreement, bad faith, or negligence on its
part in the performance of ICS, ALPS shall not be liable for any loss or damage
suffered in connection with the use of the ICS under this Agreement. With
respect to those actions or services delineated in Exhibit A-1 and all other
instructions given to ALPS by the Fund, 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 Fund. 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 Fund and each Fund. The Fund acknowledges and agrees that
its Users are responsible for verifying the accuracy and receipt of all data or
information transmitted via ICA. The Fund is responsible for advising its 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 III
FEES
As full consideration for the performance by ALPS of the ICS, the Fund will
pay ALPS the fees as set forth on Exhibit C-1 to this Agreement.
ARTICLE IV
PROPRIETARY RIGHTS
Section 4.1 ALPS' Property. The Fund acknowledges and agrees that it
obtains 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 Fund pursuant to this Agreement shall be
used by the Fund only during the term of this Agreement and only in accordance
with the provisions of this Agreement to provide connectivity to and through
ALPS, and shall not be used by the Fund 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 Fund to any transfer agency system or any other
Person without ALPS' prior written approval. Except with ALPS' consent or in
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conformity with Federal copyright laws, the Fund shall not copy, decompile or
reverse engineer any software provided to the Fund by ALPS. The Fund also agrees
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.
Section 4.2 Investment Company Web Site. The web pages that make up the
Investment Company Web Site contain intellectual property, including, but not
limited to, copyrighted works, trademarks, and trade dress, that is the property
of the Fund. The Fund retains all rights in the intellectual property that
resides on the Investment Company Web Site, not including any intellectual
property provided by or otherwise obtained from ALPS. To the extent that the
intellectual property of the Fund is duplicated within the ALPS Web Site to
replicate the "look and feel," trade dress or other aspect of the appearance or
functionality of the Investment Company Web Site, the Fund grants to ALPS a
non-exclusive, non-transferable license to such intellectual property for the
duration of this Agreement. This license is limited to the intellectual property
of the Fund needed to replicate the appearance of the Investment Company Web
Site and does not extend to any other intellectual property owned by the Fund.
Section 4.3 IP Warranty. Except with respect to the design and graphical
elements and Web pages provided to ALPS by the Fund, ALPS warrants to the Fund
that ALPS owns or has sufficient license or other legal rights in all software
and intellectual property used by ALPS at its facilities to provide the ICS, and
such use by ALPS does not infringe or otherwise violate the U.S. copyrights of
any other party. In the event one or more ICS' are not useable by customer as a
result of a breach of the foregoing warranty, then ALPS will use reasonable
commercial efforts to: (a) procure for the Fund the right to continue using the
ICS or infringing portion thereof, or (b) modify the ICS so that it becomes
non-infringing but has substantially the same capabilities, or (c) replace the
ICS or infringing part thereof by other 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, Fund will be
entitled to terminate this Agreement immediately.
ARTICLE V
TERM AND TERMINATION
Section 5.1 Term. This Agreement shall be effective as of the Effective
Date and shall continue in full force and effect for one (1) year following the
Effective Date (the "Initial Term"). This Agreement shall automatically renew at
the end of the Initial Term for additional, successive twelve (12)-month terms
(each, a "Renewal Term") unless terminated by either party on not less than
sixty (60) days prior written notice to the other party. The Initial Term and
any Renewal Term(s) are referred to herein as the Term.
Section 5.2 Termination. Throughout the Term, either Party shall have the
right to terminate this Agreement on written notice to the other Party of the
other Party's material breach of this Agreement and such Party's failure to cure
such breach within thirty (30) days. This Agreement shall automatically
terminate upon the termination of the Transfer Agency Agreement between the Fund
and ALPS.
Section 5.3 Effect of Termination. In the event of a termination under the
provisions of this Article V, the Parties will have no continuing obligations to
one another other than the obligation to return to one another the confidential
or proprietary materials of the other in their possession.
ARTICLE VI
INDEMNIFICATION; LIABILITY LIMITATIONS
Section 6.1 No Other Warranties. Except as otherwise expressly stated in
section 2.5 of this Agreement, the ICS and all software and systems described in
this Agreement and its Exhibits are provided "as-is," on an "as available"
basis, and ALPS hereby specifically disclaims any and all representations or
warranties, express or implied, regarding services provided by ALPS hereunder,
including any implied warranty of title, merchantability or fitness for a
particular purpose and implied warranties arising from course of dealing or
course of performance.
Section 6.2 Limitation of Liability. Under no circumstances shall ALPS be
liable for indirect, incidental, consequential, special, exemplary or punitive
damages (even if ALPS has been advised of or has foreseen the possibility of
such damages), arising from the use or inability to use the ICS or under any
provision of this
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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 Fund 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 from the negligence, bad faith, or
intentional misconduct of ALPS in the performance of the ICS.
ALPS agrees to indemnify and hold harmless the Fund from all taxes,
charges, expenses, assessments, claims and liabilities (including, without
limitation, liabilities arising under the securities laws and any state or
foreign securities and blue sky laws, and amendments thereto), and expenses,
including (without limitation) reasonable attorneys' fees and disbursements
arising from any action or omission of ALPS' own willful misfeasance, lack of
good faith, negligence or reckless disregard of its duties and obligations under
this Agreement. For any legal proceeding giving rise to this indemnification,
ALPS shall be entitled to defend or prosecute any claim in the name of the Fund
at ALPS' own expense through counsel of its own choosing if it gives written
notice to the Fund within ten (10) business days of receiving notice of such
claim.
ARTICLE VII
CONFIDENTIALITY
Section 7.1 Confidential Information. Each of the Parties hereby
acknowledges that in the course of performing its obligations hereunder, the
other may disclose to it certain information and know-how of a technical,
financial, operational or other sort, that is nonpublic and otherwise
confidential or proprietary to the disclosing Party. This Agreement, and in
particular, all ALPS' Security Procedures and fee schedules, shall be considered
confidential (subject to any regulatory filing requirement) and proprietary.
Each Party acknowledges that any such proprietary or confidential information
disclosed to it is of considerable commercial value and that the disclosing
Party would likely be economically or otherwise disadvantaged or harmed by the
direct or indirect use or disclosure thereof, except as specifically authorized
by the disclosing Party. Each Party therefore agrees to keep in strict
confidence all such information that may from time to time be disclosed to it,
and agrees not to use such information except as expressly permitted hereby or
to disclose such information to any third Party for any purpose without the
prior consent of the other. The provisions of this Section 7.1 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.
Section 7.2 Specific Performance. Each of the Parties agrees that the
non-breaching Party would not have an adequate remedy at law in the event of the
other Party's breach or threatened breach of its obligations under Section 7.1,
and that the non-breaching Party would suffer irreparable injury and damage as a
result of any such breach. Accordingly, in the event either Party breaches or
threatens to breach the obligations set forth in Section 7.1, in addition to and
not in lieu of any legal or other remedies such Party may pursue hereunder or
under applicable law, each Party hereby consents to the granting of equitable
relief (including the issuance of a temporary restraining order, preliminary
injunction or permanent injunction) against it by a court of competent
jurisdiction, without the necessity of proving actual damages or posting any
bond or other security therefor, prohibiting any such breach or threatened
breach. In any proceeding upon a motion for such equitable relief, a Party's
ability to answer in damages shall not be interposed as a defense to the
granting of such equitable relief.
ARTICLE VIII
FORCE MAJEURE
The Fund 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
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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. However,
ALPS will use its best efforts to restore services after any such interruptions.
ARTICLE IX
MISCELLANEOUS
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.
Section 9.2 Headings. Headings used herein are for convenience of reference
only, and shall not be used in the construction or interpretation hereof.
Section 9.3 Counterparts: This Agreement may be executed in counterparts,
all of which together shall be deemed one and the same Agreement.
Section 9.4 Parties' Independent Contractors. The Parties to this Agreement
are and shall remain independent contractors, and nothing herein shall be
construed to create a partnership or joint venture between them, and none of
them shall have the power of authority to bind or obligate the others in any
manner not expressly set forth herein.
Section 9.5 Severability. If any provision or provisions of this Agreement
shall be held to be invalid, illegal or unenforceable, the validity, legality,
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby unless either of the Parties shall, in its reasonable
determination, conclude that it shall be materially prejudiced by such holding
of invalidity, illegality or unenforceability, in which case such Party may
terminate this Agreement by thirty (30) days written notice to the other.
Section 9.6 No Waiver. No term or provision hereof shall be deemed waived
and no breach excused unless such waiver or consent shall be in writing and
signed by the Party claimed to have waived or consented. Any consent by any
Party to, or waiver of, a breach by the other, whether express or implied, shall
not constitute a consent to, waiver of, or excuse for any other different or
subsequent breach.
Section 9.7 Assignment. Neither this Agreement nor all or any of the rights
and obligations of either Party hereunder shall be assigned, whether by
agreement or by operation of law to any Person other than an Affiliate of the
assigning Party, without the prior written consent of the other Party, and any
attempt to do so shall be void. No such permitted assignment shall relieve the
assigning Party of its obligations under this Agreement. This Agreement shall be
binding upon and inure to the benefit of the respective successors, permitted
assigns and legal representatives of the Parties hereto.
Section 9.8 Notices. All notices, requests or communications required
hereunder shall be in writing and shall be deemed to have been duly given (i)
upon delivery, if delivered personally against written receipt, (ii) three (3)
days after posting by certified mail, postage prepaid, return receipt requested,
(iii) upon confirmed receipt, if delivered by telecopier or (iv) the next day if
delivered by a recognized overnight commercial courier, such as Federal Express
or Airborne, addressed in each instance to the Parties at the addresses set
forth below or at such other addresses as shall be given by either of the
Parties to the other in accordance with this Section 9.8.
a. if to the Fund at:
Opus Investment Trust
000 Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxxxx 00000
Attn: Counsel or Secretary
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b. if to ALPS at:
0000 Xxxxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx, 00000
Fax: 000.000.0000
Attn: General Counsel
Section 9.9 Entire Agreement. This Agreement and its Exhibits together
constitute the complete understanding and agreement of the Parties with respect
to the subject matter hereof, and shall supersede all prior communications with
respect thereto. The Agreement and its Exhibits may not be modified, amended or
in any way altered, except in a writing signed by both Parties. No agent of any
Party hereto is authorized to make any representation, promise or warranty
inconsistent with the terms hereof.
Section 9.10 Notice. A copy of the 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 Board of Trustees
of the Fund as Trustees and not individually and that the obligations of this
instrument are not binding upon any of the Trustees or shareholders individually
but are binding only upon the assets and property of the Fund.
IN WITNESS WHEREOF, the Parties hereto have set their hands by their
authorized representatives as of the year and date first written above.
OPUS INVESTMENT TRUST
By: /s/ Xxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: President
ALPS MUTUAL FUNDS SERVICES, INC.
By: /s/ Xxxxxx X. May
------------------------------------
Name: Xxxxxx X. May
Title: Managing Director of Operations
and Client Services
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SCHEDULE 1
LIST OF PORTFOLIOS
Opus Cash Reserves
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EXHIBIT A-1
TRANSFER AGENT WEB SERVICES
1. Transfer Agent Web Services. The Fund has 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 Fund 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.
2. Definitions. For purposes of this Exhibit, the following additional
definitions shall apply (in addition to all other defined terms in the
Agreement):
"Shareholder" shall mean the record owner or authorized agent of the owner
of shares of a Fund.
3. ALPS Responsibilities. In connection with its performance of TA Web, ALPS
shall:
(a) 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;
(b) for each Transaction request received, route Transaction information
from the ALPS' transfer agency system to ALPS' Web Site to be viewed
by Users;
(c) perform all other ALPS obligations as set forth in the Agreement.
4. Fund Responsibilities. In connection with its use of TA Web, the Fund,
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 the ALPS
Web Site and the various Transaction Web pages and otherwise make the
Investment Company Web Site available to Shareholders;
(c) provide ALPS with such other written instructions as it may request
from time to time relating to the performance of ALPS' obligations
hereunder; and
(d) perform all other Fund obligations as set forth in the Agreement.
5. Package Selection. TA Web is offered in a Basic Package and Basic Package
with custom graphical and/or functional design changes. The Fund is
selecting the: Basic Package with custom graphical and/or functional design
changes.
6. Fees. The current fees payable to ALPS by the Fund for TA Web are set forth
on the Fee Schedule. ALPS reserves the right to change billable rates as it
deems necessary upon 30 days prior written notice to the Fund.
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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
8-12 characters in length and may consist of alpha-numeric characters and
symbols.
2. Encryption
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.
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4. Limitation of Users
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.
5. Independence of Each Fund's Location on the Web Server
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.
6. Right to Audit
The Fund is 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 Fund will not perform any action that may interfere with the
uptime or stability of ALPS systems or networks. The Fund 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 Fund 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.
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EXHIBIT C-1
TA WEB
FEE SCHEDULE
Initial Fees
Setup (includes basic package)/1/ $5,000
Monthly Fees
Per Month Ongoing Fee $1,000
/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.
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