CONTEXT CAPITAL FUNDS TRANSFER AGENCY AND SERVICES AGREEMENT
Exhibit 99.(h)(2)
TRANSFER AGENCY AND SERVICES AGREEMENT
THIS AGREEMENT is made as of November 1, 2015, among Context Capital Funds Trust, organized as a Delaware statutory trust with its principal office and place of business at 000 Xxxx X. XxXxxxxxx Xxxx., Xxxxx 000, Xxxxxxxx, XX 00000 (the “Trust”), Beacon Hill Fund Services, Inc. (“Beacon Hill”), an Ohio corporation having its principal place of business at 000 Xxxx X. XxXxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxx, Xxxx 00000 and ALPS Fund Services, Inc., a Colorado corporation with its principal place of business at 0000 Xxxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000 (“ALPS”).
1. ALPS’s Appointment and Duties.
(a) The Trust hereby appoint 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) ALPS shall provide the services listed on Appendix C (TA2000 VOICE Services), Appendix D (VISION Access) and Appendix E (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 or the Fund in any way or otherwise be deemed an agent of the Trust or the Fund.
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(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 neither the Trust nor Beacon Hill shall bear any 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, including, without limitation, liability to the Trust or Beacon Hill for such performance in accordance with the terms hereof, and shall be responsible for all acts of any such persons or organizations taken in furtherance of this Agreement to the same extent it would be for its own acts.
2. ALPS’s Compensation; Expenses.
(a) In consideration for the services to be performed hereunder by ALPS, Beacon Hill as paying agent on behalf of 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 or Beacon Hill 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 or Beacon Hill 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 Beacon Hill as paying agent for 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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4. Standard of Care; Limitation of Liability; Indemnification.
(a) ALPS shall be obligated to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement, including with regard to the processing of investments checks using mutually agreed upon procedures. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by this Section 4 of this Agreement.
(b) In the absence of willful misfeasance, bad faith, negligence or reckless disregard by ALPS in the performance of its duties, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officers, directors, agents and employees, shall not be liable for, and the Trust agrees to indemnify, defend and hold harmless such persons from, all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the following:
(i) the inaccuracy of factual information furnished to ALPS by an officer of the Trust or an officer of the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund, provided they are not also employees or agents of ALPS;
(ii) any reasonable error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates;
(iii) ALPS’s reliance on any instruction, direction, notice, instrument or other information provided by an officer of the Trust or an officer of the Fund’s investment adviser or custodian or any authorized third party on behalf of the Fund that ALPS reasonably believes to be genuine;
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(iv) failure to satisfy requests to cancel or amend payment orders, if ALPS receives such requests without reasonable time to comply with such requests;
(v) failure to detect any erroneous payment order, provided that ALPS complies with the payment order instructions as received and with the Security Procedure (as defined below);
(vi) lost interest with respect to the refundable amount of an unauthorized payment order, unless ALPS is notified of the unauthorized payment order within 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.
(c) ALPS shall indemnify and hold harmless the Trust and its [investment adviser] and their respective officers, directors, agents and employees from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’s willful misfeasance, bad faith, negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement. Notwithstanding anything herein to the contrary, to the extent consistent with applicable law, requirements and guidance as promulgated by the SEC, ALPS shall not be liable to the Trust or any shareholder of the Trust for any net loss to the Trust, after amounts debited or credited to shareholders in accordance with the Trust’s policies, if a pricing error resulting from an “as-of” adjustment for which ALPS would otherwise be liable under this Agreement is less than $0.01 per share, calculated on the basis of the total value of all shares owned by the affected portfolio (i.e., on the basis of the value of the shares of the total portfolio, including all classes of that portfolio, not just those of the affected class). This computation is based upon the actual difference and is not based upon the rounding of the NAV to the nearest cent per share. In the event that such a pricing error is caused, at least in part, by ALPS’s failure to comply with its standard of care under this Agreement and results in a net loss to the Fund that equals or exceeds $0.01 per share, calculated on the basis of the total value of all shares owned by the affected portfolio, the parties agree to negotiate in good faith as to the allocation of responsibility for, and the appropriate settlement of, such loss.
(d) Notwithstanding anything in this Agreement to the contrary, no party shall be liable under this Agreement to another 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.
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(e) In any case in which any party (the “Indemnifying Party”) may be asked to indemnify or hold any other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.
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(a) 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. 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 10(a) 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 that are the property of the other party.
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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 the Fund’s 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 the Fund’s current and former shareholders.
(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.
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(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.
(g) It will impose and collect any redemption fees imposed by the Fund in accordance with the terms set forth in each Fund’s prospectus.
(h) It will establish and maintain facilities and procedures reasonably acceptable to the Trust for safekeeping of check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices.
(i) It will maintain insurance which covers such risks and is in such amounts, with such deductibles and exclusions, sufficient for compliance by ALPS with all requirements of law and sufficient for ALPS to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, funds or underwriters.
(j) In the event of the termination of this Agreement, ALPS shall provide reasonable cooperation to the Trust in the movement of all records (in all media) and materials of the Fund and the conversion of the shareholders accounts to a successor transfer agent.
12. Representations and Warranties of the Trust. The Trust represents and warrants to ALPS that:
(a) It is a statutory trust duly organized and existing and in good standing under the laws of the state of Delaware and is registered with the SEC as an open-end, 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.
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(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 Fund being offered for sale.
(e) Notwithstanding anything in this Agreement to the contrary, the Trust agrees not to make any modifications to the Fund’s registration statement or adopt any policies which would affect materially the obligations or responsibilities of ALPS hereunder without the prior written approval or ALPS, which approval shall not be unreasonably withheld or delayed.
(f) That it has delegated its obligation for payment of fees under this Agreement to Beacon Hill under a separate agreement; however, the Trust agrees that it remains responsible for payment of fees should the payment agency arrangement with Beacon Hill terminate and that it shall promptly notify ALPS in the event that the payment agency arrangement is terminated.
(a) It is duly organized and existing as a corporation and in good standing under the laws of Ohio.
(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) That it has the requisite authority to act as the Trust’s paying agent under a separate agreement.
14. Wire Transfer Operating Guidelines/Article 4A of the Uniform Commercial Code.
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15. ALPS’s Interactive Client Services.
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20. Duration and Termination of this Agreement.
(i) willful misfeasance, bad faith, negligence or reckless disregard on the part of ALPS in the performance of its duties, obligations and responsibilities set forth in this Agreement;
(ii) in the event ALPS is no longer permitted to perform its duties, obligations or responsibilities hereunder pursuant to applicable law or regulatory, administrative or judicial proceedings against ALPS which result in a determination that ALPS has violated, or has caused the 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.
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22. 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.
24. Amendments to this Agreement. This Agreement may only be amended by the parties in writing.
To ALPS:
ALPS Fund Services, Inc.
0000 Xxxxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Attn: General Counsel
Fax: (000) 000-0000
To the Trust:
000 Xxxx X. XxXxxxxxx Xxxx., Xxxxx 000
Xxxxxxxx, XX 00000
Attn: Secretary
Fax: (000) 000-0000
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To Beacon Hill:
Beacon Hill Fund Services, Inc.
000 Xxxx X. XxXxxxxxx Xxxx., Xxxxx 000
Xxxxxxxx, XX 00000
Attn: President: re Context Capital Funds
[balance of page left intentionally blank]
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CONTEXT CAPITAL FUNDS | ||
By: | /s/ Xxxxx Xxxxxxxx | |
Name: | Xxxxx Xxxxxxxx | |
Title: | President | |
ALPS FUND SERVICES, INC. | ||
By: | /s/ Xxxxxxx X. Xxxxxxx | |
Name: | Xxxxxxx X. Xxxxxxx | |
Title: | Chief Operating Officer | |
BEACON HILL FUND SERVICES, INC. | ||
By: | /s/ Xxxxxxx X. Xxxxxx | |
Name: | Xxxxxxx X. Xxxxxx | |
Title: | President |
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APPENDIX A
LIST OF FUNDS
Context Macro Opportunities Fund
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XXXXXXXX X
transfer agency Services
Investor Services
Handle 800-line phone calls on recorded lines
Coordinate daily fulfillment process
Compile monthly reports on call statistics
Establish and maintain shareholder accounts
Process and record purchase and redemption orders
Process dividends and capital gain distributions
Perform NSCC processing
Produce and mail confirmations and account statements
Process year-end shareholder tax reporting
Perform required AML and CIP services
Provide client branded investor site
Maintain and coordinate Blue Sky registration
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APPENDIX C
2. ALPS’s Responsibilities. In connection with its performance of TA2000 VOICE, ALPS shall:
(a) receive shareholder account inquiries submitted via telephone to the TA2000 VOICE processing server ;
(b) for each shareholder account inquiry received, route account information from the ALPS’s transfer agency system to the TA2000 VOICE server to be heard by users; and
(c) provide a detailed proposal, including cost and a timeline, for any custom design or programming requested by the Trust.
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APPENDIX D
2. ALPS’s Responsibilities. In connection with its performance of VISION, ALPS shall:
(a) provide technical support for VISION, including: testing, quality control review, generation and storage information; and
(b) periodically review the list of users with access to the Trust’s information and make the list available to the Trust for review.
(a) provide all computers, telecommunications equipment and other equipment and software reasonably necessary to access the VISION site;
(b) review, approve and provide users for access to the VISION site, including any limitations to access based on function; and
(c) 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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XXXXXXXX X
2. ALPS’s Responsibilities. In connection with its performance of AVA, ALPS shall:
(a) provide technical support for AVA, including: testing, quality control review, generation and storage information;
(b) periodically review the list of users with access to the Trust’s information and make the list available to the Trust for review; and
(c) provide a detailed proposal, including cost and a timeline, for any custom design or programming requested by the Trust.
(a) provide all computers, telecommunications equipment and other equipment and software reasonably necessary to access the AVA site;
(b) review, approve and provide users for access to the AVA site, including any limitations to access based on function;
(c) periodically review users list and make any necessary modifications, including the removal of users that should no longer have access to the Trust’s information;
(d) provide ALPS with a contact for receipt of enhancement and maintenance notices;
(e) provide ALPS with such other written instructions as it may request from time to time relating to the performance of ALPS’s obligations hereunder; and
(f) provide written guidance for any custom graphic design or programmatic modifications.
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FEE SCHEDULE
COMPENSATION
1. Transfer Agency Services (Appendix B)
Annual Fee: The base annual fees to be paid to ALPS for the services provided by ALPS to the Fund are contained in the Administration, Bookkeeping and Pricing Service Agreement between the Trust, Beacon Hill and ALPS dated the same date as this agreement.
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.
*The annual minimum is subject to an annual cost of living adjustment per Section 2(a) of the Agreement.
Open Accounts | Fees Per Account |
Direct | $8 |
NSCC | $5 |
Annual Inactive Account Fee:
$0.50 per each inactive account (an inactive account is an account with a zero balance that has had activity in the last eighteen months)
2. TA2000 VOICE Services (Appendix C)
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:
(a) A single instance of TA2000 VOICE that is linked to the Trust’s identity using audio prompt; and
(b) Access to all existing functionality as well as new functionality that may be made available to the Trust.
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.
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Fees paid by Beacon Hill, as paying agent for the Trust, to ALPS 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:
(a) User IDs for an unlimited number of employees of the Trust and of the Fund’s investment adviser;
(b) Technical support and training for all employees of the Trust and of the Fund’s investment adviser; and
(c) 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.
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 paid by Beacon Hill, as paying agent for the Trust, to ALPS 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:
(a) User IDs for an unlimited number of Trust employees and approved third parties;
(b) Technical support and training for all Trust employees; and
(c) 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.
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, through its paying agent, Beacon Hill, agrees to pay ALPS its reasonable out-of-pocket expenses at cost including, but not limited to, confirmations and investor statements; statement paper; postage; forms; wire fees and other bank charges; E*Delivery services; NSCC interface fees; customized programming/enhancements; SSAE16/SOC 1 control review reports; XXX custodial fees; printing, filing and mailing fees; and other out-of-pocket expenses incurred by ALPS in connection with the performance of its duties under this Agreement. Postage for mailing of dividends, Fund reports and other mailings to all shareholder accounts shall be advanced to ALPS by Beacon Hill at least seven (7) days prior to the mailing date of such materials. ALPS will seek advance written approval before incurring any out-of-pocket expenses that are out of the ordinary course of business. Beacon Hill shall serve as the paying agent on behalf of the Trust to ALPS for out-of-pocket expenses incurred separate and apart from the annual fee.
ALPS agrees to abide by the terms of the following expense guidelines as set forth immediately below and as amended from time to time:
Context Capital Funds Expense Guidelines
Rev. 9/2015
General
Beacon Hill will reimburse ALPS for actually incurred out-of-pocket expenses with no xxxx-up, provided those expenses are reasonable and comply with the guidelines set forth below. Beacon Hill expects ALPS to use their best efforts to minimize reimbursable out-of-pocket costs both by avoiding unnecessary expenditures and by taking advantage of volume discounts and bulk arrangements that may be available either through the Trust, Beacon Hill or otherwise.
Travel
Beacon Hill expects ALPS to avoid unnecessary travel through such alternatives as teleconferencing. Only coach air fare and mid-size rental cars will be reimbursed. Luxury transportation, including limousines and hire cars, will not be reimbursed unless Beacon Hill has approved the expense in advance. If the service provider is traveling on business for more than one client, Beacon Hill expects the service provider to apportion the expenses appropriately.
Meals and Accommodations
Beacon Hill expects ALPS to use good judgment in selecting hotels and restaurants while traveling on Trust business. Beacon Hill shall reimburse business class hotels and not luxury hotels. Personal incidental expenses incurred while working on Trust matters will not be reimbursed and must be distinguished from those expenses that are appropriately charged to Beacon Hill.
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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.
CONVERSION FEE: All data conversion fees will be waived with a 3-year contract; other costs, including significant customized programming charges may be passed-through.
* * * * *
ALPS’ fees are reviewed following an initial period of six months following the effective date of the Agreement; at such point, if any service requests are materially changed from the assumptions provided by the Trust or Beacon Hill Fund Services, Inc., including the addition of share classes or new Funds, ALPS’ fees will be subject to renegotiation.
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APPENDIX F
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.
VISION
1. ID/Password Requirements - Users
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:
Unrestricted Access – This allows the User to view any account information for all of the applicable Fund’s Financial Products.
Dealer Level Access – This allows the User to view any account information with the authorized dealer number.
Dealer/Branch Level Access – This allows the User to view any account information with the authorized dealer and branch combination.
Dealer/Representative Level Access – This allows the User to view any account information with the authorized dealer and representative combination.
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.
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).
2. ID/Password Requirements – Customer point of contact
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.
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.).
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.
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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.
The Trust 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. The Trust will not perform any action that may interfere with the uptime or stability of DST’s systems or networks. Subject to the foregoing, the Trust may perform any audit activity which is technically possible for a user of the public Internet. In particular, the Trust 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.
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.
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The web servers run SSL. The purpose of using SSL is to encrypt data transmissions through the ALPS’s Web Site and block communications through the ALPS’s Web Site from Internet browsers that do not support SSL data encryption. The standard level of encryption supported by the ALPS’s 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’s IT staff. This equipment will not interrogate data, and its only function is to limit the type of traffic accessing the web servers to the suite of hyper-text transfer protocols (“HTTP”) transmissions. Ports on the router are configured to be consistent with ports on the web servers. All other ports on the router other than those configured for the web servers are not accessible from the Internet.
The web servers utilize adequate and appropriate software and hardware. All services and functions within the web servers’ operating system are deactivated with the exception of services and functions which support 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’s 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’s personnel to the web servers is restricted within ALPS to a limited number of users based upon ALPS’s system administration requirements, as determined by appropriate ALPS’s systems managers from time to time.
5. Independence of the Fund’s Location on the Web Servers
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’s interactive client services is, however, shared by all data set partitions.
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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 the 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 the Fund.
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