TRANSFER AGENCY AND SERVICES AGREEMENT
THIS AGREEMENT is made as of January 15, 2013, and effective as of April 1, 2013, between Stadion Investment Trust, organized as a statutory trust under the laws of the State of Delaware (the “Trust”), and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”).
(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 (FAN Web Services), Appendix D (TA2000 VOICE Services), Appendix E (VISION Access) and Appendix F (ALPS Virtual Access (AVA)) 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. Notwithstanding the foregoing, ALPS will not outsource the scope of the services performed under this Agreement to DST Systems, Inc., its parent company or its affiliates (collectively, the “Parent Company”). However, ALPS may in its day-to-day performance of the services under this Agreement utilize certain technologies or processes provided to ALPS by its Parent Company.
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(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 Trust and such fees are subject to renegotiation between the parties to the extent such information is determined to be materially different from what the Trust originally provided to ALPS. Notwithstanding the foregoing, during each year of the term of this Agreement, 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 Trust personnel. Other Fund expenses incurred shall be borne by the Fund or the Fund’s 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; Fund 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 Fund’s 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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(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 (other than from an employee or other affiliated person of ALPS who may otherwise be an authorized representative or agent of the Trust) or the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund;
(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 (other than from an employee or other affiliated person of ALPS who may otherwise be an authorized representative or agent of the Trust) or the Trust’s investment adviser or custodian or any authorized third party on behalf of the Trust that ALPS reasonably believes in good faith 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) the Trust’s 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);
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(vi) lost interest with respect to the refundable amount of an unauthorized payment order, unless ALPS is notified of the unauthorized payment order within thirty (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 Trust pursuant to this Agreement.
Notwithstanding any of the foregoing, ALPS shall not be indemnified, defended or held harmless for any losses or expenses arising directly or indirectly out of ALPS’ own or its affiliates’ willful misfeasance, bad faith, negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement.
(c) ALPS shall indemnify and hold harmless the Trust, the Fund’s investment adviser and their respective officers, trustees, 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; provided, however, the Indemnified Party shall have the right to retain its own counsel at its expense. 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 Trust and its 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 Trust and its current and former shareholders.
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(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 Trust. 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.
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(g) It will impose and collect any redemption fees imposed by a Fund in accordance with the terms set forth in such 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, as is customary and 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. ALPS shall furnish the Trust with pertinent information concerning the insurance it maintains and notify the Trust of any cancellation or reduction in amounts.
(j) It will notify the Trust of any examination of ALPS, unless prohibited by law or regulation, by any regulatory or administrative body having jurisdiction over the services provided by ALPS under this Agreement, if such examination will, or is reasonably likely to have, an effect on ALPS’ ability to perform its services under this Agreement.
(k) It will notify the Trust of any material claims against ALPS with respect to services performed under this Agreement.
(l) 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 Trust and the conversion of the shareholders accounts to a successor transfer agent.
(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, registered investment company.
(b) It is empowered under applicable laws and by its Declaration of Trust 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 Trust being offered for sale.
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(e) Notwithstanding anything in this Agreement to the contrary, the Trust agrees not to make any modifications to its registration statement or adopt any policies which would affect materially the obligations or responsibilities of ALPS hereunder without the prior written notice to ALPS and providing ALPS with the ability to terminate this Agreement.
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(c) Termination after Initial Term; Termination for Cause. Notwithstanding anything to the contrary elsewhere in this Agreement, the Trust may terminate this Agreement: (i) at any time after the Initial Term, without penalty, upon not less than sixty (60) days’ prior written notice or (ii) for cause immediately at any time, without penalty, without default and without the payment of any termination payment or other liquidated damages. For purposes of this Section 19, “cause” shall mean:
(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 Trust 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 Trust 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;
(iv) a material breach of this Agreement by ALPS that has not been remedied within thirty (30) days following written notice of such breach; or
(v) a change in control of ALPS or any entity that controls, directly or indirectly, in the aggregate, a majority of the voting interest of ALPS.
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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.
To ALPS:
ALPS Fund Services, Inc.
0000 Xxxxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Attn: General Counsel
Fax: (000) 000-0000
To the Trust:
0000 Xxxxx Xxxxxx Xxxx,
Xxxxxxxxxxxx, Xxxxxxx 00000
Attn:
Fax: (000) 000-0000
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By:
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/s/ Xxxxxx X. Xxxxxxx
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Name:
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Xxxxxx X. Xxxxxxx
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Title:
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President
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ALPS FUND SERVICES, INC.
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By:
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/s/Xxxxxx X. May
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Name:
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Xxxxxx X. May
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Title:
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President
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APPENDIX A
LIST OF FUNDS
Stadion Managed Portfolio
Class A Shares (ETFFX), CUSIP 00000X000
Class C Shares (ETFYX), CUSIP 00000X000
Class I Shares (ETFVX), CUSIP 00000X000
Stadion Core Advantage Portfolio
Class A Shares (ETFRX), CUSIP 00000X000
Class C Shares (ETFZX), CUSIP 00000X000
Class I Shares (ETFWX), CUSIP 00000X000
Stadion Olympus Fund™
Class A Shares (STOAX), CUSIP 00000X000
Class C Shares (STOGX), CUSIP 00000X000
Class I Shares (STOIX), CUSIP 00000X000
Stadion Trilogy Fund™
Class A Shares (STTGX), CUSIP 00000X000
Class C Shares (STTCX), CUSIP 00000X000
Class I Shares (STTIX), CUSIP 00000X000
Stadion Tactical Income Fund
Class A Shares (TACFX), CUSIP 00000X000
Class C Shares (TACSX), CUSIP 00000X000
Class I Shares (TACCX), CUSIP 00000X000
Stadion Market Opportunity Fund*
*Fund is not yet operational.
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XXXXXXXX X
TRANSFER AGENCY SERVICES
| SHAREHOLDER SERVICING
u Handle 800-line phone calls on recorded lines
u Coordinate daily fulfillment process
u Compile monthly reports on call statistics
| TRANSFER AGENCY
u Establish and maintain shareholder accounts
u Process and record purchase and redemption orders
u Process dividends and capital gain distributions
u Perform NSCC processing
u Produce and mail confirmations and account statements
u Process year-end shareholder tax reporting
u Perform required AML and CIP services
u Provide reasonable and customary information regarding shareholder activity as reasonably requested by the Trust from time to time.
u Provide reasonable assistance to the Trust’s Chief Compliance Officer in performing his duties, including responding to periodic checklists, granting interviews with ALPS staff and such other reasonable and customary assistance as the Trust’s Chief Compliance Officer may request from time to time.
u Administration and/or performance of all other customary services of a transfer agent for a registered mutual fund, subject to such other services being mutually agreed upon by the Trust and ALPS from time to time either at no additional fees or for such reasonable and customary fees as are mutually agreed upon by the parties.
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APPENDIX C
1.
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FAN Web Services. The Trust has requested, and ALPS will provide, FAN Web Services (“FAN Web”) as one of the ALPS’ interactive client services provided pursuant to the terms of this Agreement. Through FAN Web, a Fund’s shareholders may interact with the Trust’s transfer agent via the Internet. This interaction includes the ability to review account information and initiate transaction requests if selected by the Trust. The following functions may also be included as part of FAN Web.
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(a).
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e-Delivery. Through e-Delivery, Fund shareholders will have the option to discontinue printed and mailed shareholder statements, confirms and shareholder tax forms in favor of electronic ones.
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(b)
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Web-Documents. Through Web-Documents, Fund 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 Trust to Fund shareholders.
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(c)
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On-Line Account Applications. Through On-Line Account Applications, prospective Fund shareholders will have the option to establish an account with the Trust electronically in lieu of a mailed application.
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2.
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ALPS’ Responsibilities. In connection with its performance of FAN Web, ALPS shall:
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(a)
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receive transaction and new account requests electronically transmitted to the FAN Web via the Internet following execution of a link from the Investment Company Web Site to FAN Web and route transaction requests to the ALPS’ transfer agency system;
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(b)
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for each transaction request received, route transaction and new account information from the ALPS’ transfer agency system to FAN Web to be viewed by users;
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(c)
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initiate the design, processing and maintenance of FAN Web services;
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(d)
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provide technical support for all FAN Web services, including: testing, quality control review, generation and storage; and
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(e)
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provide a detailed proposal, including cost and a timeline, for any custom design or programming requested by the Trust.
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3.
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Fund Responsibilities. In connection with its use of FAN Web, the Trust, through its service providers, shall:
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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 FAN Web and the various transaction web pages and otherwise make the Investment Company Web Site available to Fund shareholders;
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(c)
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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 Trust transmits to Fund shareholders e-delivery;
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(d)
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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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(e)
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provide written guidance for any custom graphic design or programmatic modifications that exceed the basic offering.
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XXXXXXXX X
1.
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TA2000 VOICE Services. The Trust has requested, and ALPS will provide, TA2000 VOICE Services as one of the ALPS’ interactive client services provided pursuant to the terms of this Agreement. Through TA2000 VOICE, shareholders may retrieve account information. Additional services may be available as a custom design option.
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2.
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ALPS’ Responsibilities. In connection with its performance of TA2000 VOICE, ALPS shall:
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(a)
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receive shareholder account inquiries submitted via telephone to the TA2000 VOICE processing server ;
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(b)
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for each shareholder account inquiry received, route account information from the ALPS’ transfer agency system to the TA2000 VOICE server to be heard by users; and
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(c)
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provide a detailed proposal, including cost and a timeline, for any custom design or programming requested by the Trust.
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3. Trust Responsibilities. In connection with its use of TA2000 VOICE, the Trust shall provide ALPS with such other written instructions as it may request from time to time relating to the performance of ALPS’ obligations hereunder.
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XXXXXXXX X
1.
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VISION Access. The Trust has requested and ALPS will provide VISION Access (“VISION”), a web-based platform that provides access to shareholder account information and other data maintained on behalf of the Trust.
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2.
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ALPS’ Responsibilities. In connection with its performance of VISION, ALPS shall:
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(a)
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provide technical support for VISION, including: testing, quality control review, generation and storage information; and
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(b)
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periodically review the list of users with access to the Trust’s information and make the list available to the Trust for review.
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3.
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Trust Responsibilities. In connection with its use of VISION, the Trust, through its service providers, shall:
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(a)
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provide all computers, telecommunications equipment and other equipment and software reasonably necessary to access the VISION site;
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(b)
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review, approve and provide users for access to the VISION site, including any limitations to access based on function; and
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(c)
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periodically review users list and make any necessary modifications, including the removal of users that should no longer have access to the Trust’s information.
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4.
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Options Selection. VISION 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.
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APPENDIX F
1.
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ALPS Virtual Access. The Trust has requested, and ALPS will provide, access to ALPS Virtual Access (“AVA”), an ALPS’ proprietary web-based platform that provides access to information and data maintained on behalf of the Trust 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) access to AdLit, which permits the Trust to submit sales/marketing pieces for review by ALPS’ compliance and tracks the progress of the review; (ii) links to ALPS Virtual Policies (AVP), which provides the Trust with access to ALPS’ policies and procedures and also provides the Trust with regulatory updates; and (iii) secure access to transfer agency reports.
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2.
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ALPS’ Responsibilities. In connection with its performance of AVA, ALPS shall:
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(a)
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provide technical support for AVA, including: testing, quality control review, generation and storage information;
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(b)
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periodically review the list of users with access to the Trust’s information and make the list available to the Trust for review; and
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(c)
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provide a detailed proposal, including cost and a timeline, for any custom design or programming requested by the Trust.
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3.
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Trust Responsibilities. In connection with its use of AVA, the Trust, through its service providers, shall:
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(a)
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provide all computers, telecommunications equipment and other equipment and software reasonably necessary to access the AVA site;
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(b)
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review, approve and provide users for access to the AVA site, including any limitations to access based on function;
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(c)
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periodically review users list and make any necessary modifications, including the removal of users that should no longer have access to the Trust’s information;
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(d)
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provide ALPS with a contact for receipt of enhancement and maintenance notices;
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(e)
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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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(f)
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provide written guidance for any custom graphic design or programmatic modifications.
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4.
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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.
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FEE SCHEDULE
COMPENSATION
Annual Fee: $25,000 annual base fee per Fund
Fees are billable on a monthly basis at the rate of 1/12 of the annual fee. A charge is made for an account in the month that an account opens.
Annual Open Account Fee:
Open Accounts
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Fees Per Account
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Direct
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$9
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NSCC
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$7
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Annual Closed Account Fee:
$0.50 per closed account (a closed account is an account with a zero balance that has not had activity in the last eighteen months); provided, however, that no closed account fee shall apply to any accounts that (i) were closed accounts as of the date ALPS begins providing services hereunder; or (ii) became closed accounts within seventeen months after the date ALPS begins providing services hereunder.
ALPS reserves the right to re-negotiate the Fees if the number of the Funds’ accounts are materially reduced as a result of sub-accounting consolidation.
Fees for a basic shareholder site configuration are included in the fees set forth in this Appendix under Transfer Agency Services above. A basic shareholder site configuration includes the following:
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(a)
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A single instance of FAN Web that is configured to match the color and logo found on a Fund’s marketing site;
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(b)
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Any changes to the wording used throughout the site, including terms of use and shareholder agreement;
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(c)
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Access to all existing functionality as well as new functionality that may be made available to the Trust; and
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(d)
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An implementation phase during which the Trust is able to review and comment on the Fund shareholder site before it is made available to the shareholders.
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Any graphical or programmatic modifications beyond what is offered or requested after the initial establishment of the FAN Web Site will be completed based on an approved proposal that includes a statement of work, a timeline and the associated fees. Fees are billed on a time and materials basis at then-current billing rates.
Fees for a basic TA2000 VOICE instance are included in the fees set forth in this Appendix under Transfer Agency Services above. A basic instance includes the following:
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(a)
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A single instance of TA2000 VOICE that is linked to the Trust’s identity using audio prompt; and
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(b)
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Access to all existing functionality as well as new functionality that may be made available to the Trust.
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Any call flow modifications beyond what is offered or requested after the initial establishment of the TA2000 VOICE instance will be completed based on an approved proposal that includes a statement of work, a timeline and the associated fees. Fees are billed on a time and materials basis at then-current billing rates.
Fees for Trust access to VISION are included in the fees set forth in this Appendix under Transfer Agency Services above. This access includes the following:
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(a)
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User IDs for an unlimited number of employees of the Trust and of the Funds’ investment advisers;
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(b)
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Technical support and training for all employees of the Trust and of the Funds’ investment advisers; and
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(c)
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An implementation phase during which the Trust is able to review the data available on VISION, review the current list of users with access, request new users to be added and determine what update functionality (if any) will be required.
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Other than as provided in Sections 4(a) and 4(b) above, third-party access to VISION is subject to separate fees to be negotiated by the parties to this Agreement.
Fees for Trust access to AVA are included in the fees set forth in this Appendix under Transfer Agency Services above. This access includes the following:
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(a)
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User IDs for an unlimited number of Trust employees and approved third parties;
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(b)
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Technical support and training for all Trust employees; and
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(c)
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An implementation phase during which the Trust is able to review the data available on AVA, review the current list of users with access, request new users to be added and determine what update functionality (if any) will be required.
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Any functionality modifications beyond what is offered or requested after the initial establishment of the Trust on AVA will be completed based on an approved proposal that includes a statement of work, a timeline and the associated fees. Fees are billed on a time and materials basis at then-current billing rates.
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In addition, the Trust agrees to pay ALPS its out-of-pocket expenses including, but not limited to, statement and confirmation production (including both printed and e-Delivery); Fund-specific statement paper and envelopes; postage; forms; wire fees and other bank charges; NSCC interface fees; 22c-2 fees; sales reporting fees; private label of money market fund fees and customized programming/enhancements; SSAE16 control review reports; retirement account disclosure statement language; telephone; records storage; advances incurred for postage; other miscellaneous expenses that may occur at the Trust’s discretion. Postage for mailing of dividends, Fund reports and other mailings to all shareholder accounts shall be advanced to ALPS by the Trust at least seven (7) days prior to the mailing date of such materials. ALPS will seek advance approval before incurring any out-of-pocket expenses that are out of the ordinary course of business.
LATE CHARGES: All invoices are due and payable upon receipt. Any invoices not paid within thirty (30) days of the invoice date are subject to a one percent (1%) per month financing charge on any unpaid balance but only to the extent permitted by law.
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APPENDIX G
FAN Web
1. ID/Password Requirements
Initial authentication of a shareholder in FAN Web is accomplished with account number and Social Security Number (SSN) and is used to issue a personal identification number (PIN) to the shareholder.
Thereafter, shareholder authentication may be accomplished by any of the three following methods, determined by the FAN Web options selected by the Trust:
Method One
Required – Account number is used as the identification (ID) of the shareholder.
Required – The PIN is used as the access to the entered account.
Optional Requirement – Social Security Number (SSN) may be chosen as an additional required field by the Trust, as part of the FAN Web options, to add another level of authentication to access the entered account number.
Method Two
Required – Social Security Number (SSN) of the shareholder.
Required – The PIN is used as the access to the entered account.
Method Three
Required – User ID of the shareholder. As part of the initial access, the shareholder establishes a User ID based on criteria established by the Trust as part of the FAN Web options.
Required – The PIN is used as the access to the entered account.
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Encryption
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The DST Web server runs Secure Sockets Layer (“SSL”). The purpose of using SSL is to encrypt data transmissions through the DST Web Site and block communications through the DST Web Site from Internet browsers which do not support SSL data encryption. The standard level of encryption supported by the DST Web Site is 128-bit encryption.
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Network Access Control
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A computer referred to as a “router” is located between the Internet backbone connection and the DST Web server. The purpose of the router is to control the connectivity to the DST Web server at the port level. This equipment is located at DST’s Winchester data center, but it is administered and maintained by an independent firewall provider. Changes to the systems residing on this computer are submitted to the firewall provider for remote administration. DST is advised by its current firewall provider that this equipment will not interrogate data, and that its only function is to limit the type of traffic accessing the DST 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 DST Web server. DST is advised by its current firewall provider that all other ports on the router other than those configured for the DST Web server are not accessible from the Internet.
The DST Web server utilizes a UNIX operating system. All services and functions within the DST Web server operating system are deactivated with the exception of services and functions which support HTTP. This is the required service for HTML content which is what the FAN Transactions are based upon. The general purpose of this feature is to prevent external users from entering UNIX commands or running UNIX based processes on the DST Web server. All ports on the DST Web server, except those required by FAN (the ports accessed through the fire wall provider’s router), are disabled. All “listeners” are deactivated. Directory structures are “hidden” from the user. Services which provide directory information are also deactivated.
DST administrators gain access to the DST Web server through the physical console connected to the DST Web server, or through the internal network via DST Secure ID.
FAN also incorporates a data mapping system referred to as the “CICS Mapper”. The function of the CICS Mapper is to perform data packaging, security interrogation, and protocol conversion. Data received by the CICS Mapper from the DST Web server is interrogated for authenticity, repackaged for the DST TA/2000 mainframe system, and protocols are converted for communication.
The CICS Mapper is programmed to terminate the session/Transaction between the shareholder and FAN Web if data authentication fails. Alerts are provided to system administrators upon termination.
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Limitation of Users
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Access of DST personnel to the DST Web server is restricted within DST to a limited number of users based upon DST system administration requirements, as determined by appropriate DST systems managers from time to time.
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Independence of the Trust’s Location on the Web Server
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Independence of customer presence on the DST Web server is accomplished by establishing individual data set partitions on the DST Web server that are designed to be separate from other partitions. The Trust’s presence resides within a separate data and directory structure on the DST Web server. The base transaction code required by FAN Web is, however, shared by all data set partitions.
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Each customer URL on the DST Web server will identify a separate customer presence. The customer URL is designed to omit distinguishing characteristics of the URL which could identify the customer or DST to the shareholder, and each customer will have a unique URL. The URL is in the following format:
128 bit encryption example:
xxxxx://xxx0.xxxxxxxxxxxxxx.xxx/xx/Xxxxxxxx?xxx000000000
where the data following the ‘cz=’ will be unique to each Fund. The Fund URL is not advertised by DST. Initial access to the Customer presence on the DST Web server will be through the Fund Web Site.
Book marking of HTML pages within the Fund Web Site on the DST Web server is not allowed with the exception of either a legal terms page or the logon page, which is the initial page presented to the Shareholder upon entry to the DST Web server. The FAN Options selected by Customer determine which initial page will be displayed to the Shareholder.
The Trust may audit, at its expense, the DST Web Site once in each 12 month period and any associated systems or networks within FAN, after providing reasonable written notice to DST. The audit may include review of configurations, audit trails, and maintenance of systems and software within FAN associated with the DST Web Site. Tools which may be used for the audit may include network security tools; provided, that DST may specify the time at which any tool is used, if DST reasonably believes that such tool may affect system performance. The audit will be coordinated through the DST Internal Audit Office and DST will be entitled to observe all audit activity. Customer will not perform any action that may interfere with the uptime or stability of DST’s systems or networks. Subject to the foregoing, Customer may perform any audit activity which is technically possible for a user of the public Internet. In particular, Customer and its review team will be considered authorized users and DST will not seek prosecution under any computer crime or other applicable statutes for such activity.
TA2000 VOICE
Authentication of a shareholder user in TA2000 VOICE 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 Fund to add another level of authentication to access the entered account number.
To utilize the TA2000 VOICE, a shareholder must call the Fund’s 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.
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Authentication of a User in VISION is based on the VISION Operator ID and Password.
Required – The VISION Operator ID, assigned by DST, shall have access authorization as determined by Customer or the applicable Fund. This may include the following access levels, at Customer’s or the applicable Fund’s option, the contents of which shall be determined by Customer:
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Unrestricted Access – This allows the User to view any account information for all of the applicable Fund’s Financial Products.
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Dealer Level Access – This allows the User to view any account information with the authorized dealer number.
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Dealer/Branch Level Access – This allows the User to view any account information with the authorized dealer and branch combination.
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Dealer/Representative Level Access – This allows the User to view any account information with the authorized dealer and representative combination.
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Tax ID Level Access – This allows the User to view any account with the authorized Social Security Number and/or TIN of the Unit Holder.
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Trust/TPA Access – This allows the User to view any account with the authorized trust company or Third Party Administrator number assigned to the underlying account/contract.
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Required - Password is used in conjunction with VISION Operator ID to access the VISION Web Site, which consequently provides access to any Financial Product account information that has been previously authorized by Customer or the applicable Fund. VISION does not use a personal identification number (PIN).
Authentication of a either a Customer of Fund point of contact (“Point of Contact”) in the Distribution Support Services Web Site is based on an Operator ID and Password.
Required – The Operator ID, chosen by Customer or the applicable Fund, shall have access as determined by Customer or such Fund, as applicable. Access will be specific to the management company associated with the Fund. This may include the following access levels, at Customer’s or the applicable Fund’s option, inquiry only access (Point of Contact may only view information related to Users) or update access (Point of Contact may update profiles related to Users, including, but not limited to, changing, adding and deleting User information). DST shall store the Operator ID and associated access levels. Any personnel changes or access changes affecting Point of Contact must be communicated to DST promptly.
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Required – Password is used in conjunction with Operator ID to access the Distribution Support Services Web Site, which consequently provides access to any User information (profile, firm, address, authorization information, etc.).
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The DST Web server runs Secure Sockets Layer (“SSL”). The purpose of using SSL is to encrypt data transmissions through the VISION Web Site and the Distribution Support Services Web Site and block communications through the VISION Web Site or the Distribution Support Services Web Site from Internet browsers which do not support SSL data encryption. The standard level of encryption supported by the VISION Web Site and the Distribution Support Services Web Site is 128-bit encryption.
The VISION Web Site and the Distribution Support Services Web Site (the “DST Web Sites”) are protected through multiple levels of network controls. The first defense is a border router which exists at the boundary between the DST Web Sites and the Internet Service Provider. The border router provides basic protections including anti-spoofing controls. Next is a highly available pair of stateful firewalls that allow only HTTPS traffic destined to the DST Web Sites. The third network control is a highly available pair of load balancers that terminate the HTTPS connections and then forward the traffic on to one of several available web servers. In addition, a second highly available pair of stateful firewalls enforce network controls between the web servers and any back-end application servers. No Internet traffic is allowed directly to the back-end application servers.
The DST Web Sites equipment is located and administered at DST’s Winchester data center. Changes to the systems residing on this computer are submitted through the DST change control process.
All services and functions within the DST Web Sites are deactivated with the exception of services and functions which support the transfer of files. All ports on the DST Web Sites are disabled, except those ports required to transfer files. All “listeners,” other than listeners required for inbound connections from the load balancers, are deactivated. Directory structures are “hidden” from the user. Services which provide directory information are also deactivated.
Access of DST personnel to the DST Web server is restricted within DST to a limited number of users based upon DST system administration requirements, as determined by appropriate DST systems managers from time to time.
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Customer may audit, at its expense, the VISION Web Site and the Distribution Support Services Web Site once in each 12 month period and any associated systems or networks within FAN, after providing reasonable written notice to DST. The audit may include review of configurations, audit trails, and maintenance of systems and software within FAN associated with the VISION Web Site and the Distribution Support Services Web Site. Tools which may be used for the audit may include network security tools; provided, that DST may specify the time at which any tool is used, if DST reasonably believes that such tool may affect system performance. The audit will be coordinated through the DST Internal Audit Office and DST will be entitled to observe all audit activity. Customer will not perform any action that may interfere with the uptime or stability of DST’s systems or networks. Subject to the foregoing, Customer may perform any audit activity which is technically possible for a user of the public Internet. In particular, Customer and its review team will be considered authorized users and DST will not seek prosecution under any computer crime or other applicable statutes for such activity.
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Access to AVA is limited to the Fund, its designated representatives and those third-party firms that are authorized by the Fund. All new users will need to be authorized, including the allowed level of access, by a designated Fund 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 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.
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.
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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 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 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.
AVA is 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.
Independence of the Fund’s 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 the Fund’s 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.
It may be necessary to modify the security procedures to enable Fund 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 Fund.
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