Exhibit h(1)(c)
SERVICES AMENDMENT
February 1, 2005
State Street Institutional Investment Trust
Lafayette Corporate Center
Boston, MA 02111
Dear Sir or Madam:
State Street Institutional Investment Trust (the "Fund") and ALPS Mutual Funds
Services, Inc. (the "Transfer Agent") are parties to an agreement dated as of
February 1, 2005 (the "Agreement") under which the Transfer Agent performs
certain transfer agency and/or recordkeeping services for the Fund. In
connection with the enactment of the Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001 ("USA PATRIOT Act") and the regulations promulgated thereunder,
(collectively, the "Patriot Act"), the Fund has requested and the Transfer Agent
has agreed to amend the Agreement as of the date hereof in the manner set forth
below:
WHEREAS, Section 326 of the USA PATRIOT Act (the "Patriot Act") and final rules
adopted by the Department of the Treasury's Financial Crimes Enforcement Network
(the "Rules") require the Fund to develop and implement an anti-money laundering
program (the "Program"), which among other things, is designed to verify the
identity of any person opening an account, determine whether such person appears
on lists of known or suspected terrorists or terrorist organizations and
identify and report unusual and suspicious account activity to regulators;
WHEREAS, the Patriot Act authorizes a mutual fund to delegate to a service
provider, including its transfer agent, the implementation and operation of
certain aspects of the Program; and
WHEREAS, in order to assist its transfer agent clients with their customer
identification compliance responsibilities under the Patriot Act and the Rules,
the Transfer Agent has provided to the Fund for its consideration and approval
written procedures describing various tools designed to assist in the
(i) verification of persons opening accounts with the Fund and determination of
whether such persons appear on any list of known or suspected terrorists or
terrorist organizations, and
(ii) identifying and reporting of unusual and suspicious activity in connection
with accounts opened with the Fund. The Fund has, after review, selected various
procedures to comply with its obligations under the Patriot Act and the Rules
pursuant to the Program; and
WHEREAS, the Fund recognizes the importance of complying with the Patriot Act
and desires to implement its procedures as part of its Program and, subject to
the terms of the Rules, delegate to the Transfer Agent the day-to-day operation
of certain of its procedures on behalf of the Fund.
1
NOW THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements hereinafter contained, the parties hereby agree to amend the
Agreement, pursuant to the terms thereof, as follows:
1. Delegation; Duties.
1.1 Subject to the terms and conditions set forth in the Agreement, the
Fund hereby instructs and directs the Transfer Agent to implement the procedures
on its behalf as set forth on Exhibit A, which is attached to and made a part
of, this Agreement (the "Procedures"), and, in connection therewith, the
Transfer Agent agrees to maintain policies and procedures, and related internal
controls, that are consistent with the Procedures and the Program (the "TA
Procedures"). Exhibit A may be amended, from time to time, by the Transfer Agent
in writing to the Fund with at least 30 days prior notice of such effective
change.
1.2 The Transfer Agent agrees to perform such delegated Procedures, with
respect to the ownership of shares in the Fund(s) set forth in Exhibit B for
which the Transfer Agent maintains the applicable shareholder information,
subject to and in accordance with the terms and conditions of the Agreement.
Exhibit B, which is attached to and made a part of, this Agreement, may be
amended from time to time by mutual agreement of the parties upon the execution
by both parties of a revised Exhibit B.
1.3 The Fund acknowledges that it has had an opportunity to review,
consider and comment upon and select the Procedures and the Fund has determined
that they, as part of the Fund's overall anti-money laundering Program, are
reasonably designed to prevent the Fund from being used for money laundering or
the financing of terrorist activities and to achieve compliance with the
applicable provisions of the Patriot Act, Bank Secrecy Act and their
implementing regulations thereunder, which compliance the Fund acknowledges to
be its responsibility. Notwithstanding anything to the contrary contained in
this Agreement, in no event shall the Transfer Agent be obligated to file with
any regulator, on behalf of the Fund, any requisite forms or other information
in connection with the Program. Any filing by the Transfer Agent shall be in its
own name and on its own behalf. The Fund shall be responsible for complying with
any and all requisite regulatory filings which arise as a result of the
Procedures or Program generally.
1.4 Except as otherwise expressly stated in this Agreement, the Transfer
Agent makes no representation or warranty, either express, implied or statutory,
concerning the Procedures herein. The Fund expressly confirms that it has not
relied upon any representation by the Transfer Agent as a basis for entering
into this Amendment. The provisions of this ss.1.4 shall survive the termination
Of this Amendment.
2. Consent to Examination. In connection with the performance by the Transfer
Agent of the Procedures, the Transfer Agent understands and acknowledges that
the Fund remains responsible for assuring compliance with the Patriot Act and
that the records the Transfer Agent maintains
2
for the Fund relating to the Fund's Program may be subject, from time to time,
to examination and/or inspection by federal regulators in order that the
regulators may evaluate such compliance. The Fund hereby directs, and the
Transfer Agent acknowledges, that the Transfer Agent shall; (1) maintain all
records or other documentation related to shareholder
accounts and transactions therein that are required to be prepared and
maintained pursuant to the Patriot Act, the Rules and the Program (including,
without limitation, creating documentation to provide a basis for law
enforcement authorities to trace illicit funds), (2) permit federal regulators,
the Fund's anti-money laundering compliance officer ("AML Officer") and/or any
auditor of the Program or their designees (collectively, the "Inspectors")
access to such information and records maintained by the Transfer Agent and
relating to the Transfer Agent's implementation of the Procedures on behalf of
the Fund, as they may request, (3) permit such Inspectors to inspect the
Transfer Agent's implementation of the Procedures on behalf of the Fund; and
(iv) otherwise make said records or other documents available at the direction
of the AML Officer. The Transfer Agent hereby consents to such examination
and/or inspection and agrees to cooperate with such Inspectors in connection
with their review. For purposes of such examination and/or inspection, the
Transfer Agent will use its best efforts to make available, during normal
business hours, all required records and information for review by such
Inspectors.
3. Limitation on Delegation.
3.1 The Fund acknowledges and agrees that in accepting the delegation
hereunder, the Transfer Agent is agreeing to perform only those aspects of the
Fund's Program that have been expressly delegated as part of the Procedures and
is not undertaking and shall not be responsible for any other aspect of the
Fund's Program or for the overall compliance by the Fund with the Patriot Act.
Additionally, the parties acknowledge and agree that the Transfer Agent shall
only be responsible for performing the Procedures with respect to the ownership
of shares in the Fund for which the Transfer Agent maintains the applicable
shareholder information.
3.2 The Fund also acknowledges and agrees that the Transfer Agent's
provision of the Procedures hereunder is dependent upon the receipt by the
Transfer Agent of certain services from third parties. In the event services
from any such third party becomes unavailable, the Transfer Agent shall use
reasonable efforts to obtain equivalent services from an alternative provider or
may, in its discretion, discontinue the delegated duties upon such prior notice
to the Fund as may be reasonably practicable. Notwithstanding anything to the
contrary contained herein, the Transfer Agent will have no liability for the
performance or nonperformance of any such third party except to the extent the
Transfer Agent failed to exercise the same care in its selection of such third
party as the Transfer Agent exercises in the conduct of its own operations.
4. Reports. The Transfer Agent agrees to provide to the Fund (i) any reports
received by the Transfer Agent from any government agency pertaining to the
Transfer Agent's anti-money laundering monitoring on
3
behalf of the Fund as provided in this Amendment, (ii) any action taken in
response to anti-money laundering violations as described in (i), and (iii) an
annual report of its verification activities on behalf of the Fund. The Transfer
Agent shall provide such other reports on the verification activities conducted
at the direction of the Fund as may be agreed to from time to time by the
Transfer Agent and the Fund.
5. Fees & Expenses.
5.1 In consideration of the performance of the foregoing duties, the Fund
agrees to pay the Transfer Agent a fee for each Shareholder account as set out
in the Fee Schedule which is attached to, and made a part of, this Agreement.
Such fees and out-of-pocket expenses and advances identified in ss.5.2 below may
be changed from time to time subject to mutual written agreement between the
Fund and the Transfer Agent.
5.2 In addition to such fees paid under ss.5.1 above, the Fund agrees to
reimburse the Transfer Agent for the reasonable administrative expenses that may
be associated with such additional duties including, but not limited to,
confirmation production, postage, forms, telephone, microfilm, microfiche,
records storage, or advances incurred by the Transfer Agent for the items set
forth in the fee schedule attached hereto. The terms of the Agreement shall
apply with respect to the payment of such expenses in the same manner and to the
same extent as any other expenses incurred under the Agreement.
6. Reliance on Information and Authenticity. The Fund hereby acknowledges and
understands that the Transfer Agent's ability to perform the Procedures under
the terms and conditions set forth in this Agreement is contingent upon the
Fund's ongoing cooperation with the Transfer Agent. The Fund shall use all
reasonable efforts in good faith to cooperate with the Transfer Agent taking all
action in a timely manner which the Transfer Agent, in its reasonable opinion,
deems necessary to enable or assist the Transfer Agent in performing any of the
Procedures under this Agreement, including but not limited to, providing, or
causing to be provided, to the Transfer Agent any information or documents which
the Transfer Agent deems reasonable or appropriate to provide the duties
hereunder. The Transfer Agent shall, when performing hereunder, be entitled to
rely upon (i) the accuracy of information, data and authorizations received from
the Fund or any Shareholder, and (ii) the authenticity of any representation
purporting to be from, or signature purporting to be of, the Fund or a
Shareholder. In no event shall the Transfer Agent be liable in any way for any
losses, penalties, expenses or other harm or injury which may arise in
connection with the Transfer Agent's delay in establishing, or refusal to
establish, a shareholder account as a result of the Transfer Agent's failure to
receive in a timely manner an application to open such account which, in the
Transfer Agent's sole discretion, it deems complete.
7. Miscellaneous.
7.1 Except as set forth herein, the terms and provisions of the
4
Agreement shall remain unchanged and continue to apply with full force and
effect. Except as otherwise defined herein, all capitalized terms used in this
Amendment shall have the same meaning as set forth in the Agreement.
7.2 The parties to this Agreement understand and acknowledge that the
Transfer Agent shall act on behalf of and as agent for the Fund with respect to
the Procedures set forth in Exhibit A. In no event shall the Transfer Agent be
liable for its failure to perform under the terms of this Amendment or any
Exhibit, except where the Transfer Agent has acted with negligence or willful
misconduct. This Agreement shall not be deemed to constitute the Fund and the
Transfer Agent as partners or joint ventures.
7.3 The Fund shall indemnify and hold harmless the Transfer Agent from and
against any and all losses, penalties, expenses or other harm or injury which
the Transfer Agent may incur or suffer or which may be asserted by any person or
entity, including reasonable attorneys' fees and court costs arising out of (i)
any failure by the Fund to observe and perform properly each and every covenant
of this Agreement or any other wrongdoing of the Fund, or (ii) any action taken
or omitted to be taken by the Transfer Agent in reasonable reliance upon
information provided to the Transfer Agent by the Fund; provided, however, that
the Fund shall not be required to indemnify and hold harmless the Transfer Agent
from any losses which are caused by the Transfer Agent's negligence. The
provisions of ss.7 shall survive the termination of this Amendment.
7.4 In the event that the Transfer Agent, in its sole judgment, believes
that its performance of any duty set forth herein may create a risk of
financial, reputation or other loss for it, the Transfer Agent may, upon notice
to the Fund, suspend its performance of the Procedures; provided, however, that
if the Fund takes such action as may be requested by the Transfer Agent to
eliminate such risk, the Transfer Agent shall not suspend the Procedures, or, if
the Procedures have been suspended, shall reinstate its provision of the
Procedures.
7.5 Each party represents to the other that the execution and delivery of
this Amendment has been duly authorized.
IN WITNESS WHEREOF, each of the parties has caused this Amendment to be
executed in its name and behalf by its duly authorized representative as of the
date first above written.
ALPS MUTUAL FUND SERVICES, INC.
By: /s/ Xxxxxx X. May
---------------------------------
Name: Xxxxxx X. May
Title: Managing Director
5
State Street Institutional Investment Trust
By: /s/ Xxxxxx Xxxxxx
---------------------------------
Name: Xxxxxx Xxxxxx
Title: President
EXHIBIT A
PROCEDURES
The Transfer Agent agrees to perform the duties set forth below in addition to
those duties set forth in the TA Procedures, with respect to the ownership of
shares in the Fund(s) set forth in Exhibit B for which the Transfer Agent
maintains the applicable account shareholder information, subject to and in
accordance with the terms and conditions of this Agreement.
I. REQUESTS FOR NEW ACCOUNT
Upon receipt from the Fund of an application to establish an account in the name
of one of its shareholders, the Transfer Agent shall review it for completeness.
The Transfer Agent shall deem the application complete as to the shareholder or
any authorized signers or beneficiaries on the account if with respect to such
entity (i) the application includes such entity's name, U.S. resident street
address, social security number and date of birth or (ii) the Fund (a) certifies
to the Transfer Agent as to the successful verification of the identity of such
entity and the manner in which the Fund verified such identity, and (b) provides
the detailed information so verified (i.e. passport number, drivers license
number, birth certificate, etc.) which, in the Transfer's Agent's opinion,
fulfills applicable regulatory requirements.
If the application is incomplete as to the shareholder, the Transfer Agent will
not open the account and will notify the Fund and request additional information
from the Fund. If the Fund fails to provide the necessary shareholder
information to complete the application within two business days of the Transfer
Agent's request, the Transfer Agent shall promptly return the application as
incomplete and return any funds earmarked for deposit in such account to the
shareholder, unless upon receipt of the Transfer Agent's request, the Fund
requests additional time to provide the missing information in which such
application and funds will be returned to the shareholder if the missing
information is not provided within five (5) business days of the Transfer
Agent's request. If the Transfer Agent determines, in its sole discretion, that
the shareholder information has been completed within a timely manner, the
Transfer Agent shall establish the account; provided, however, that such account
6
shall be restricted from any and all redemption transactions unless and until
such restriction is lifted by the Transfer Agent in accordance with the terms
below.
Prior to opening any account, the Transfer Agent shall perform an acceptance
review for all monetary instruments received and administer any signature
guarantee or other verification policy in accordance with prospectus
requirements or pursuant to instructions received from the Fund.
If the shareholder information is complete but the application is incomplete as
to any authorized signer and/or beneficiary, the Transfer Agent will open the
account and restrict such account from any redemption transactions with respect
to such entity unless and until such restriction is lifted by the Transfer Agent
in accordance with the terms below.
The Transfer Agent may file a Suspicious Activity Report or other appropriate
report on its own behalf with applicable regulator(s) if in attempting to
collect any requisite information it deems such action necessary or appropriate.
The trade date for the purchase of shares on a newly established account shall
be the date on which the Transfer Agent deems the application complete as to
shareholder information.
II. SCREENING AGAINST THE BLOCKED PERSONS AND OTHER RESTRICTED LISTS
Newly Established Accounts
Once the application is deemed complete by the Transfer Agent and the account is
established, the Transfer Agent will scan the application into a database,
inputting the name and address of the shareholder and any authorized signer(s)
and beneficiary(ies) on the account and shall compare it against the published
lists set forth in Exhibit C, and such other lists as the Transfer Agent may
utilize, in an effort to determine whether or not such entity is named on any of
the said lists (if so, a so-called "Positive Match").
Such scanning will result in a report of potential matches (the "Exception
Report"), which may or may not include a Positive Match. If, upon review of the
Exception Report and any information available to it, the Transfer Agent
determines in its sole discretion that any potential match(es) is not a valid
Positive Match, then such match will be deemed a False Match and the Transfer
Agent shall so document to the file without reporting it to the Fund. If the
Transfer Agent believes a potential match is a Positive Match or requires
additional information to make a determination, then such match will be reported
to the Fund. If additional information is provided by the Fund, the Transfer
Agent will make any necessary corrections and will re-evaluate such "match" by
re-scanning the updated information. If the Transfer Agent determines, in its
sole discretion, that a Positive Match exists or that it is unable to determine
with reasonable certainty that no Positive Match exists, the Transfer Agent will
notify the Fund and provide supporting documentation. It also will file the
7
appropriate report(s) on its own behalf with the applicable regulators and
comply with instructions of appropriate regulator(s) which may include, without
limitation, freezing the account and its assets, refusing to add an authorized
signer or beneficiary to the account, and/or closing the account.
If the Transfer Agent determines, in its sole discretion, that no Positive Match
exists on items reported, the Transfer Agent will notify the Fund and document
its review. If the Fund, in its sole discretion, believes that a Positive Match
does exist, the Transfer Agent will take instructions from the Fund, subject to
any regulatory limitations, and will document its files.
Existing Accounts
Each month, or as otherwise agreed to by the parties, the Transfer Agent shall
scan the shareholder's name and that of each authorized signer and beneficiary
on existing accounts in an effort to identify whether or not a Positive Match
exists, in which case the Transfer Agent and Fund shall act in accordance with
the applicable terms above.
In addition, the Transfer Agent shall performance an acceptance review for all
monetary instruments received and administer any signature guarantee or other
verification policy in accordance with prospectus requirements or pursuant to
instructions received from the Fund.
For both new and existing accounts, the Transfer Agent shall review accounts to
identify those established by known offenders attempting fraud and once
identified, freeze such accounts.
The Transfer Agent will retain records of scanning function and results, in
accordance with applicable Bank Secrecy Act regulation(s).
III. IDENTITY VERIFICATION
Upon receipt of a complete application, as described in Section I above to
establish an account or add an authorized signer or beneficiary, the Transfer
Agent will attempt to verify the identity of the shareholder and its authorized
signers and/or beneficiaries, as applicable. The extent and nature of the
information needed by the Transfer Agent to perform such verification shall
depend upon the nature of the accountholder, authorized signer or beneficiary
(e.g. corporation, individual, trust, non-U.S. resident) but shall at a minimum
include, without limitation, the entity's name, U.S. street address, social
security number and, if applicable, date of birth. The Transfer Agent shall deem
the identity verified, as to the shareholder or any authorized signers or
beneficiaries on the account, if (i) such entity's name, U.S. resident street
address, social security number and date of birth matches information in the
database utilized by the Transfer Agent or (ii) the Fund, to the Transfer
Agent's reasonable satisfaction, (a) certifies to the successful verification by
the Fund of the identity of such entity and the manner in which the Fund
verified such identity, and (b) provides copies of the detailed information
verified (i.e. passport number, drivers license number, birth certificate, etc.)
8
which, in the Transfer's Agent's opinion, fulfills applicable regulatory
requirements. Examples of acceptable documentary evidence, as agreed upon by the
parties, include driver's license, military driver's license or other military
identification card, alien registration card, birth certificate identification
card issued by a state within the last 6 months, certified copy of a court order
with full name and date of birth, and passport.
The Transfer Agent also shall attempt to so verify the identity of any
authorized signer or beneficiary which the Fund and/or shareholder requests to
be added to any existing account established after October 1, 2003.
In cases where the Fund has not certified to the entity's identity as described
above and the Transfer Agent is unable to verify such information, the Transfer
Agent shall so notify the Fund, furnish supporting documentation to it and
request that additional evidence or such certification from the Fund.
In cases where the shareholder's identity cannot be verified by the Transfer
Agent and the Fund has failed to provide a certification with respect to the
shareholder's identity to the Transfer Agent's reasonable satisfaction, the
Transfer Agent, in its sole discretion or upon the Fund's request, may close the
account. If it is an authorized signer or beneficiary's identity that cannot be
verified to the Transfer Agent's reasonable satisfaction, the Transfer Agent, in
its sole discretion or at the Fund's request, may close the account or refuse to
add such entity(ies) to the account. In either case, the
Transfer Agent may file the appropriate report(s) on its own behalf with the
applicable regulators and comply with instructions of appropriate regulator(s)
which may include, without limitation, freezing the account and its assets,
refusing to add an authorized signer or beneficiary to the account, and/or
closing the account.
The Transfer Agent shall redeem any shares in a closed account with the opening
net asset value as of the date on which such account was closed, with the
proceeds forwarded to the shareholder when available.
The restrictions against redemption transactions with respect to an account or
any authorized signer or beneficiary on such account shall be removed only when
the Transfer Agent determines that (i) no Positive Match exists with respect to
the shareholder, authorized signer or beneficiary, as the case may be, and (ii)
such entity's identity has been verified by the Transfer Agent as described
above.
IV. SUSPICIOUS ACTIVITY MONITORING:
The Transfer Agent, for each shareholder account, will establish an activity
pattern (the account "Profile") based on its transactional history for the
immediately preceding twelve month time period or such shorter period if the
9
account has been established for less than a year. The Profile will be based
upon the number of purchases and redemptions, as well as the average dollar
amount of such purchase and redemptions during such period. Exchange
transactions may or may not be a part of the Profile, as determined by the Fund.
The Profile shall not include other transactional activity including, but not
limited to, dividends, share adjustments and stock splits. The Fund shall
provide written approval of their acceptance of such Profiles.
On a daily basis, the Transfer Agent will input a file of the purchase,
redemption, exchange, and transfer transactions on a shareholder account into
its database in an effort to analyze and report any transaction (an "Exception
Report') that does not correspond to the established account Profile or, upon
request by Fund, upon rules established by Fund (e.g. report on any transaction
below a dollar minimum) and agreed upon by the Transfer Agent.
The Transfer Agent will review each Exception Report produced by the database.
If the Transfer Agent, upon review of the information available to it,
determines an item listed on the Exception Report is not suspicious, it will
document its findings. Any item which the Transfer Agent, in its reasonable
opinion, determines is or may be suspicious will be reported to the Fund. Upon
receipt of such notice, the Fund shall promptly provide any additional
information which it would like the Transfer Agent to consider. Upon review of
such additional information, the Transfer Agent may determine that the item is
not suspicious in nature, in which case the Transfer Agent will report its
findings to the Fund. If, however, the Transfer Agent cannot, in its sole
judgment, determine the nature/cause of the suspicious transaction, the Transfer
Agent will consider the item to be "suspicious" in nature and notify the Fund,
unless prohibited by applicable law, rule or regulation. The Transfer Agent may
file the appropriate report(s) on its own behalf with the applicable regulators
and comply with instructions of appropriate regulator(s) which may include,
without limitation, freezing the account and its assets, refusing to add an
authorized signer or beneficiary to the account, and/or closing the account.
With respect to any newly established account, the Transfer Agent will review
the account for thirty (30) days following the initial deposit into such account
any and all redemptions that occur and determine, in its sole discretion,
whether or not any such redemptions are "suspicious" in nature. If the Transfer
Agent determines that any redemption is suspicious, it will promptly notify the
Fund, unless prohibited by applicable law, rule or regulation, file the
appropriate report(s) on its own behalf with the applicable regulators and
comply with instructions of appropriate regulator(s) which may include, without
limitation, freezing the account and its assets, refusing to add an authorized
signer or beneficiary to the account, and/or closing the account.
The Fund shall instruct the Transfer Agent with respect to the acceptance of
cash equivalents (bank drafts, bank notes, etc.) subject to the Transfer Agent's
10
policies with respect to receipt of cash equivalents, in connection with any
shareholder accounts. The Transfer Agent shall monitor and track all purchase
transactions made with cash equivalents under $10,000 for a rolling 12-month
period and file Form 8300 reports as necessary.
The Transfer Agent will notify the Fund of any change in payment instructions
(including wires sent to banking institutions other than those on file) which in
the sole discretion of the Transfer Agent is deemed to be "suspicious" in nature
and await instruction from the Fund as to whether or not such change should be
implemented by the Transfer Agent.
The Transfer Agent will review any changes to shareholders' account statement
address or name and notify Fund of any such changes that it deems to be
"suspicious" in nature, unless prohibited by applicable law, rule or regulation.
Upon such notice or upon instruction from the Fund, the Transfer Agent may file
the appropriate report(s) on its own behalf with the applicable regulators and
comply with instructions of appropriate regulator(s) which may include, without
limitation, freezing the account and its assets, refusing to add an authorized
signer or beneficiary to the account, and/or closing the account.
ALPS MUTUAL FUNDS SERVICES, INC. STATE STREET INSTITUTIONAL INVESTMENT
TRUST
By: /s/ Xxxxxx X. May By: /s/ Xxxxxx Xxxxxx
--------------------------------- ------------------------------------
Name: Xxxxxx X. May Name: Xxxxxx Xxxxxx
Title: Managing Director Title: President
Date: 2/1/2005 Date: 2/1/2005
EXHIBIT B - FUND LIST
State Street Institutional Investment Trust
State Street Institutional Liquid Reserves Fund
11
EXHIBIT C
OFAC SDN list
--------------------------------------------------------------------------------
OFAC Blocked Countries
--------------------------------------------------------------------------------
Bank of New England
--------------------------------------------------------------------------------
Canadian Consolidated List (OSFI)
11
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
FORM OF TRANSFER AGENT INTERACTIVE CLIENT SERVICES AGREEMENT
AGREEMENT made this 1st day of February, 2005 (the "Effective Date"),
between State Street Institutional Investment Trust, a trust established under
the laws of the State of Massachusetts (the "Fund") and ALPS Mutual Funds
Services, Inc., a Colorado corporation having its principal office at 0000
Xxxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000 ("ALPS"). ALPS and the Fund are
collectively referred to herein as the "Parties" and individually as the
"Party".
WHEREAS, the Fund is an open-end management investment company registered
under the Investment Company Act of 1940.
WHEREAS, ALPS is a provider of transfer agency services to the mutual fund
industry utilizing proprietary and licensed computer software programs to allow
shareholders to access their account information and real-time transaction
processing.
WHEREAS, the Fund desires to utilize ALPS' Interactive Client Services
("ICS") to provide the Fund's shareholders with access to shareholder account
information and real-time transaction processing capabilities in accordance with
the terms of this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises, and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Parties hereby agree as follows.
12
ARTICLE I
DEFINITIONS
The following definitions shall apply to this Agreement. Additional terms
may be defined in the Agreement and in the exhibits, which describe the ICS to
be provided by ALPS for the Fund.
"Affiliate" shall mean, with respect to any Person, any other Person
directly or indirectly controlling, controlled by or under common control with
such Person.
"Portfolio(s)" shall mean the various registered investment companies
(mutual funds) which the Fund has designated to participate in ICS, and as
listed on Schedule 1, attached hereto.
"Investment Company Web Site" shall mean the web page or pages developed
and maintained by ALPS, for the benefit and at the direction of the Fund,
residing on the computer system of an Internet Service Provider ("ISP") hired by
ALPS connected to the Internet and accessible by hypertext link through the
World Wide Web, where Persons may view information about the Portfolios and
access the various Transaction screens provided by the Fund.
"Person" shall mean an individual, corporation, partnership, association,
trust or other entity or organization, including a government or political
subdivision or an agency or instrumentality thereof.
"Security Procedures" shall mean the procedures, including the use of
encryption technology, implemented for purposes of protecting the integrity,
confidentiality or secrecy of, and the unauthorized interception, corruption,
use of, or access to, any data or information transmitted via ICS.
"Transactions" shall mean account inquiries, purchases, redemptions through
Automated Clearing House, fed wire, or check to the address of record for the
Portfolio account, exchanges and other transactions offered through ICS.
"User(s)" shall mean record owners or authorized agents of record owners of
shares of a Portfolio, including brokers, investment advisors and other
financial intermediaries.
ARTICLE II
USE OF ICS BY THE FUND
Section 2.1 Selection of ICS, ALPS will perform and the Fund has selected,
the ICS services described on Exhibit A-1 attached to this Agreement.
Section 2.2 Responsibilities of ALPS. During the term of this Agreement and
subject to the provisions of this Agreement, ALPS shall, at its expense
13
(unless otherwise provided for herein): (i) provide, or hire other Persons to
provide, all computers, telecommunications equipment and other equipment and
software reasonably necessary to develop and maintain the ICS and Investment
Company Web Site; and (ii) deliver a monthly billing report to the Fund, which
shall include a report of Transactions, by type, processed through ICS.
Section 2.3 Responsibilities of the Fund. During the term of this Agreement
and subject to the provisions of this Agreement, the Fund shall at its expense
(unless otherwise provided for herein) fulfill the Fund's obligations, if any,
set forth in this Agreement.
Section 2.4 Change in Designated Portfolios. Upon thirty (30) days prior
notice to ALPS, the Fund may change the Portfolios designated to participate in
ICS by delivering to ALPS, in writing, a revised list of participating
Portfolios.
Section 2.5 Scope of ALPS' Obligations. ALPS shall at all times use
reasonable commercial efforts in performing ICS under this Agreement. In the
absence of willful misconduct, knowing violations of applicable law, reckless
disregard of its duties under this Agreement, or negligence on its part in the
performance of ICS, ALPS shall not be liable for any loss or damage suffered in
connection with the use of the ICS under this Agreement. With respect to those
actions or services delineated in Exhibit A-1 and all other instructions given
to ALPS by the Fund, ALPS shall be presumed to have exercised reasonable
commercial efforts if it has acted in accordance with Exhibit A-1 and other
instructions provided by the Fund. With respect to any claims for losses,
damages, costs or expenses which may arise directly or indirectly from Security
Procedures which ALPS has implemented or omitted, ALPS shall be presumed to have
used reasonable commercial efforts if it has followed, in all material respects,
at least those Security Procedures described in Exhibit B-1 to this Agreement.
ALPS may, but shall not be required to, modify such Security Procedures from
time to time to the extent it believes, in good faith, that such modifications
will enhance the security of ICS. All data and information transmissions via ICS
are for informational purposes only, and are not intended to satisfy regulatory
requirements or comply with any laws, rules, requirements or standards of any
federal, state or local governmental authority, agency or industry regulatory
body, including the securities industry, which compliance is the sole
responsibility of the Fund. The Fund acknowledges and agrees that its Users are
responsible for verifying the accuracy and receipt of all data or information
transmitted via ICS.
ARTICLE III
FEES
As consideration for the performance by ALPS of the ICS, the Fund will pay
ALPS the fees as set forth on Exhibit C-1 to this Agreement.
14
ARTICLE IV
PROPRIETARY RIGHTS
Section 4.1 ALPS' Property. The Fund acknowledges and agrees that it
obtains no rights in or to any of the software, hardware, processes, trade
secrets, proprietary information or distribution and communication networks of
ALPS. Any software ALPS provides to the Fund pursuant to this Agreement shall be
used by the Fund only during the term of this Agreement and only in accordance
with the provisions of this Agreement to provide connectivity to and through
ALPS, and shall not be used by the Fund to provide connectivity to or through
any other system or Person. Any interfaces and software developed by ALPS shall
not be used to connect the Fund to any transfer agency system or any other
Person without ALPS' prior written approval. Except with ALPS' consent or in
conformity with Federal copyright laws, the Fund shall not copy, decompile or
reverse engineer any software provided to the Fund by ALPS. The Fund also agrees
not to take any action which would mask, delete or otherwise alter any of ALPS'
on-screen disclaimers and copyright, trademark and service mark notifications
provided by ALPS, in writing, from time to time, or any "point and click"
features relating to User acknowledgment and acceptance of such disclaimers and
notifications.
Section 4.2 Investment Company Web Site. The web pages that make up the
Investment Company Web Site contain intellectual property, including, but not
limited to, copyrighted works, trademarks, and trade dress, that is the property
of the Fund. The Fund retains all rights in the intellectual property that
resides on the Investment Company Web Site, not including any intellectual
property provided by or otherwise obtained from ALPS. To the extent that the
intellectual property of the Fund is duplicated within the ALPS Web Site to
replicate the "look and feel," trade dress or other aspect of the appearance or
functionality of the Investment Company Web Site, the Fund grants to ALPS a
non-exclusive, non-transferable license to such intellectual property for the
duration of this Agreement. This license is limited to the intellectual property
of the Fund needed to replicate the appearance of the Investment Company Web
Site and does not extend to any other intellectual property owned by the Fund.
Section 4.3 IP Warranty. Except with respect to the design and graphical
elements and Web pages provided to ALPS by the Fund, ALPS warrants to the Fund
that ALPS owns or has sufficient license or other legal rights in all software
and intellectual property used by ALPS at its facilities to provide the ICS, and
such use by ALPS does not infringe or otherwise violate the U.S. copyrights of
any other party. In the event one or more ICS features are not useable by the
Fund as a result of a breach of the foregoing warranty, then ALPS will use
reasonable commercial efforts to: (a) procure for the Fund the right to continue
using the ICS or infringing portion thereof, or (b) modify the ICS so that it
becomes non-infringing but has substantially the same capabilities, or (c)
replace the ICS or infringing part thereof by other systems of similar
capability within a reasonable period of time under the circumstances. If ALPS
is not able to satisfy the foregoing requirements, then, as the sole remedy, the
Fund will be entitled to terminate this Agreement immediately.
15
ARTICLE V
TERM AND TERMINATION
Section 5.1 Term. The term of this Agreement shall be two (2) years
("Initial Term") from the date first stated above unless terminated pursuant to
the provisions of this Article V. After the Initial Term, this Agreement may be
terminated by either party upon at least sixty (60) days' written notice to the
other party.
Section 5.2 Termination. Throughout the Initial Term, either Party shall
have the right to terminate this Agreement on written notice to the other Party
of the other Party's material breach of this Agreement and stating its intention
to termination this Agreement in sixty (60) days from the date of such notice if
such failure or breach has not been cured within thirty (30) days after receipt
of such written notice. This Agreement shall automatically terminate upon the
termination of the Transfer Agency and Service Agreement between the Fund and
ALPS.
Section 5.3 Effect of Termination. In the event of a termination under the
provisions of this Article V, the Parties will have no continuing obligations to
one another other than the obligation to return to one another the confidential
or proprietary materials of the other in their possession.
ARTICLE VI
INDEMNIFICATION; LIABILITY LIMITATIONS
Section 6.1 No Other Warranties. Except as otherwise expressly stated in
section 2.5 of this Agreement, the ICS and all software and systems described in
this Agreement and its Exhibits are provided "as is," on an "as available"
basis, and ALPS hereby specifically disclaims any and all representations or
warranties, express or implied, regarding services provided by ALPS hereunder,
including any Implied warranty of Title, merchantability, or fitness for a
particular Purpose and implied warranties arising from course of dealing or
course of performance.
Section 6.2 Limitation of Liability. Under no circumstances shall ALPS be
liable for indirect, incidental, consequential, special, exemplary or punitive
damages (even if ALPS has been advised of or has foreseen the possibility of
such damages), arising from the use or inability to use the ICS or under any
provision of this Agreement, such as, but not limited to, loss of revenue or
anticipated profits or lost business. Without limiting any of the foregoing
terms of this Section, in no event shall ALPS be liable under this Agreement in
tort or otherwise for an amount exceeding the aggregate fees actually received
by ALPS pursuant to Article III during the most recent twelve (12) month
period(the "Compensation Period"). Notwithstanding the foregoing, the amount
representing the aggregate fees actually received by ALPS during the
Compensation Period commencing as of the date of this Agreement through January
31, 2006 shall be annualized.
16
Section 6.3 Indemnity. The Fund hereby indemnifies and holds ALPS harmless
from, and shall defend it against any and all claims, demands, costs, expenses
and other liabilities, including reasonable attorneys' fees, arising in
connection with the use of, or inability to use, the ICS by the Fund, its
investment adviser and their agents, except to the extent such liabilities
result directly from the negligence or intentional misconduct of ALPS in the
performance of the ICS.
ARTICLE VII
CONFIDENTIALITY
Section 7.1 Confidential Information. Each of the Parties hereby
acknowledges that in the course of performing its obligations hereunder, the
other may disclose to it certain information and know-how of a technical,
financial, operational or other sort, that is nonpublic and otherwise
confidential or proprietary to the disclosing Party. This Agreement, and in
particular, all ALPS' Security Procedures and fee schedules, shall be considered
confidential and proprietary, except to the extent the Fund disclosure this
Agreement and related fee schedules and exhibits in any regulatory filings,
which may be publicly available, or upon the request of any regulatory agency.
Each Party acknowledges that any such proprietary or confidential information
disclosed to it is of considerable commercial value and that the disclosing
Party would likely be economically or otherwise disadvantaged or harmed by the
direct or indirect use or disclosure thereof, except as specifically authorized
by the disclosing Party. Each Party therefore agrees to keep in strict
confidence all such information that may from time to time be disclosed to it,
and agrees not to use such information except as expressly permitted hereby or
to disclose such information to any third Party for any purpose without the
prior consent of the other. The provisions of this Section 7.1 shall not apply
to any information if and to the extent it was (i) independently developed by
the receiving Party as evidenced by documentation in such Party's possession,
(ii) lawfully received by it free of restrictions from another source having the
right to furnish the same, (iii) generally known or available to the public
without breach of this Agreement by the receiving Party or (iv) known to the
receiving Party free of restriction at the time of such disclosure. The Parties
agree that immediately upon termination of this Agreement, without regard to the
reason for such termination, the Parties shall forthwith return to one another
all written materials and computer software, which are the property of the other
Party.
Section 7.2 Specific Performance. Each of the Parties agrees that the
non-breaching Party would not have an adequate remedy at law in the event of the
other Party's breach or threatened breach of its obligations under Section 7.1,
and that the non-breaching Party would suffer irreparable injury and damage as a
result of any such breach. Accordingly, in the event either Party breaches or
threatens to breach the obligations set forth in Section 7.1, in addition to and
not in lieu of any legal or other remedies such Party may pursue hereunder or
under applicable law, each Party hereby consents to the granting of equitable
relief (including the issuance of a temporary restraining order, preliminary
injunction or permanent injunction) against it by a court of competent
jurisdiction, without the necessity of proving actual damages or posting any
17
bond or other security therefor, prohibiting any such breach or threatened
breach. In any proceeding upon a motion for such equitable relief, a Party's
ability to answer in damages shall not be interposed as a defense to the
granting of such equitable relief.
ARTICLE VIII
FORCE MAJEURE
The Fund acknowledges that the Internet is an insecure, unstable,
unregulated, unorganized and unreliable environment, and that the ability of
ALPS to deliver ICS is dependent upon the Internet and equipment, software,
systems, data and services provided by various telecommunications carriers,
equipment manufacturers, firewall providers and encryption system developers and
their vendors and third parties. ALPS shall not be liable for any delays or
failures to perform any of its obligations hereunder to the extent that such
delays or failures are due to circumstances beyond its reasonable control,
including acts of God, strikes, riots, acts of war, power failures, functions or
malfunctions of the Internet, telecommunications services, firewalls, encryption
systems and security devices, or governmental regulations imposed after the date
of this Agreement.
ARTICLE IX
MISCELLANEOUS
Section 9.1 Governing Law; Jurisdiction. This Agreement shall be
interpreted, construed and enforced in all respects in accordance with the laws
of the state of Colorado, without reference to the conflict of laws provisions
thereof.
Section 9.2 Headings. Headings used herein are for convenience of reference
only, and shall not be used in the construction or interpretation hereof.
Section 9.3 Counterparts: This Agreement may be executed in counterparts,
all of which together shall be deemed one and the same Agreement.
Section 9.4 Parties' Independent Contractors. The Parties to this Agreement
are and shall remain independent contractors, and nothing herein shall be
construed to create a partnership or joint venture between them, and none of
them shall have the power of authority to bind or obligate the others in any
manner not expressly set forth herein.
Section 9.5 Severability. If any provision or provisions of this Agreement
shall be held to be invalid, illegal or unenforceable, the validity, legality,
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby unless either of the Parties shall, in its reasonable
determination, conclude that it shall be materially prejudiced by such holding
of invalidity, illegality or unenforceability, in which case such Party may
terminate this Agreement by thirty (30) days written notice to the other.
18
Section 9.6 No Waiver. No term or provision hereof shall be deemed waived
and no breach excused unless such waiver or consent shall be in writing and
signed by the Party claimed to have waived or consented. Any consent by any
Party to, or waiver of, a breach by the other, whether express or implied, shall
not constitute a consent to, waiver of, or excuse for any other different or
subsequent breach.
Section 9.7 Assignment. Neither this Agreement nor all or any of the rights
and obligations of either Party hereunder shall be assigned, whether by
agreement or by operation of law to any Person other than an Affiliate of the
assigning Party, without the prior written consent of the other Party, and any
attempt to do so shall be void. No such permitted assignment shall relieve the
assigning Party of its obligations under this Agreement. This Agreement shall be
binding upon and inure to the benefit of the respective successors, permitted
assigns and legal representatives of the Parties hereto.
Section 9.8 Notices. All notices, requests or communications required
hereunder shall be in writing and shall be deemed to have been duly given (i)
upon delivery, if delivered personally against written receipt, (ii) three (3)
days after posting by certified mail, postage prepaid, return receipt requested,
(iii) upon confirmed receipt, if delivered by telecopier or (iv) the next day if
delivered by a recognized overnight commercial courier, such as Federal Express
or Airborne, addressed in each instance to the Parties at the addresses set
forth below or at such other addresses as shall be given by either of the
Parties to the other in accordance with this Section 9.8.
a. if to the Fund at:
Lafayette Corporate Center
Boston, MA 02111
Fax:
Attention: President
b. if to ALPS at:
0000 Xxxxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx, 00000
Fax: 000.000.0000
Attn: General Counsel
Section 9.9 Entire Agreement. This Agreement and its Exhibits together
constitute the complete understanding and agreement of the Parties with respect
to the subject matter hereof, and shall supersede all prior communications with
respect thereto. They may not be modified, amended or in any way altered, except
in a writing signed by both Parties. No agent of any Party hereto is authorized
to make any representation, promise or warranty inconsistent with the terms
hereof.
19
IN WITNESS WHEREOF, the Parties hereto have set their hands by their
authorized representatives as of the year and date first written above.
State Street Institutional Investment Trust
By: /s/ Xxxxxx Xxxxxx
---------------------------------
Name: Xxxxxx Xxxxxx
Title: President
ALPS MUTUAL FUNDS SERVICES, INC.
By: /s/ Xxxxxx X. May
---------------------------------
Name: Xxxxxx X. May
Title: Senior Vice President
SCHEDULE 1
LIST OF PORTFOLIOS
State Street Institutional Investment Trust
State Street Institutional Liquid Reserves Fund
EXHIBIT A-1
TRANSFER AGENT WEB SERVICES
1. Transfer Agent Web Services. The Fund has requested, and ALPS will provide
Transfer Agent Web Services ("TA Web") as one of the Interactive Client Services
("ICS") provided pursuant to the terms of the ALPS ICS Agreement (the
"Agreement") between the Fund and ALPS. Through TA Web, Shareholders may submit
Transaction requests directly to the Fund's transfer agent via the Internet as
described further in this Service Exhibit.
2. Definitions. For purposes of this Exhibit, the following additional
definitions shall apply (in addition to all other defined terms in the
Agreement):
"Shareholder" shall mean the record owner or authorized agent of the owner
of shares of a Fund.
3. ALPS Responsibilities. In connection with its performance of TA Web, ALPS
shall:
(a) provide all computers, telecommunications equipment and other
equipment and software reasonably necessary to develop and maintain the
Investment Company Web Site (which is not designed for use by the public) such
website will not contain any marketing materials, but will contain brand
graphics provided by the Fund;
20
(b) design and develop the Investment Company Web Site functionality
necessary to facilitate and maintain the hypertext links to the ALPS Web Site
and the various Transaction Web pages and otherwise make the Investment Company
Web Site available to Shareholders;
(c) receive Transaction requests electronically transmitted to the
ALPS Web Site via the Internet following execution of a link from the Investment
Company Web Site to the ALPS Web Site and route Transaction requests to ALPS'
transfer agency system;
(d) for each Transaction request received, route Transaction
information from the ALPS' transfer agency system to ALPS' Web Site to be viewed
by Users;
(e) perform all other ALPS obligations as set forth in the Agreement.
4. Fund Responsibilities. In connection with its use of TA Web, the Fund,
through its service providers, shall:
(a) provide ALPS with such other written instructions as it may
request from time to time relating to the performance of ALPS' Obligations
hereunder;
A-1
and
(b) perform all other Fund obligations as set forth in the Agreement.
5. Package Selection. TA Web is offered in a Basic Package and Basic Package
with custom graphical and/or functional design changes. The Fund has selected
the: Basic Package.
6. Fees. The current fees payable to ALPS by the Fund for TA Web are set forth
on the Fee Schedule. ALPS reserves the right to change billable rates as it
deems necessary upon 30 days written notice to the Fund.
A-2
EXHIBIT B-1
SECURITY PROCEDURES - TRANSFER AGENT WEB SERVICES ("TA WEB")
1. PASSWORD REQUIREMENTS
Initial Authentication of a Shareholder in TA Web is accomplished through entry
of the account number and social security number. The Shareholder then creates a
User ID and Password (PIN) to access TA Web. The PIN must be 4-10 characters in
length and may consist of alpha-numeric characters and symbols.
2. ENCRYPTION
The ALPS Web server runs Secure Sockets Layer ("SSL"). The purpose of using SSL
is to encrypt data transmissions through the ALPS Web Site and block
21
communications through the ALPS Web Site from Internet browsers which do not
support SSL data encryption. The standard level of encryption supported by the
ALPS Web Site is 128-bit. Further, ALPS uses a certificate from a major provider
of server authentication services.
3. NETWORK ACCESS CONTROL
A computer referred to as a "firewall router" is located between the Internet
backbone connection and the ALPS Web server. The purpose of the router is to
control the connectivity to the ALPS Web server at the port level. This
equipment is located at ALPS' Denver data center. Changes to the configuration
of this computer are administered by authorized IT staff. This equipment will
not interrogate data, and its only function is to limit the type of traffic
accessing the ALPS Web server to the suite of Hyper-Text Transfer Protocols
("HTTP") transmissions. Ports on the router are configured to be consistent with
ports on the ALPS Web server. All other ports on the router other than those
configured for the ALPS Web server are not accessible from the Internet.
The ALPS Web server utilizes adequate and appropriate software and hardware. All
services and functions within the ALPS Web server operating system are
deactivated with the exception of services and functions which support TA Web.
The general purpose of this feature is to prevent external users from entering
commands or running processes on the ALPS Web server. All ports on the ALPS Web
server, except those required by TA Web, are disabled. Directory structures are
"hidden" from the user. Services which provide directory information are also
deactivated. ALPS administrators gain access to the ALPS Web server through the
physical console connected to the ALPS Web server, or through the internal
network via ALPS Secure ID.
TA Web is programmed to terminate the session/Transaction between the
Shareholder and TA Web if data authentication fails. All successful and
unsuccessful sessions are logged.
B-1
4. LIMITATION OF USERS
Access by ALPS personnel to the ALPS Web server is restricted within ALPS to a
limited number of users based upon ALPS system administration requirements, as
determined by appropriate ALPS systems managers from time to time.
5. INDEPENDENCE OF EACH FUND'S LOCATION ON THE WEB SERVER
Independence of Fund's presence on the ALPS Web server is accomplished by
establishing individual data set partitions on the ALPS Web server that are
designed to be separate from other partitions. The Fund's presence resides
within a separate data and directory structure on the ALPS Web server. The base
transaction code required by ICS is, however, shared by all data set partitions.
22
Each Fund URL on the ALPS Web server will identify a separate Fund presence.
Access to the Fund presence on the ALPS Web server must be through the
Investment Company Web Site.
Book marking of HTML pages within the Fund's site on the ALPS Web server is not
allowed.
6. RIGHT TO AUDIT
The Fund is allowed to audit, at their expense, the collection of electronic
documents or pages residing on ALPS' computer system relating to the Fund
implementation of the TA Web service, if any, linked to the Internet and
accessible by hypertext link through the World Wide Web, where the Transaction
data fields and related screens provided by ALPS may be viewed by Users who
access such site ("ALPS Web Site") once in each 12 month period and any
associated systems or networks within TA Web relating to the Fund's
implementation, after providing an audit plan to ALPS and upon ALPS' consent
thereto. The audit may include review of configurations, audit trails, and
maintenance of systems and software within TA Web associated with the Fund's TA
Web site on the ALPS Web server. Tools which may be used for the audit may
include network security tools; provided, that ALPS may specify the time at
which any tool is used, if ALPS reasonably believes that such tool may affect
system performance. The audit will be coordinated through ALPS and ALPS will be
entitled to observe all audit activity. Additionally, ALPS shall be entitled to
all results of an audit. The Fund will not perform any action that may interfere
with the uptime or stability of ALPS systems or networks. The Fund and its
review team will be considered authorized users and ALPS will not seek
prosecution under any computer crime or other applicable statutes for such
activity, as long as the Fund has provided ALPS a written audit plan, ALPS has
approved the written audit plan, and the audit was executed in accordance with
the written audit plan.
B-2
EXHIBIT C-1
TA WEB
FEE SCHEDULE
Initial Fees
Setup (includes basic package)(1)
$5,000
Monthly Fees
$1,000
(1) Basic package includes simple user interface with the fund group logo at
the top of each page. Authorized shareholders are able to place purchases,
redemptions and exchanges via the website. They are also entitled to view
account balances, transaction history and historical fund prices.
23
