TRANSFER AGENCY AND SERVICE AGREEMENT
BETWEEN
STONEBRIDGE FUNDS TRUST
AND
ALPS MUTUAL FUNDS SERVICES, INC.
TABLE OF CONTENTS
Page No.
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Article 1. Terms of Appointment; Duties of ALPS. . . . . . . . . . . . . . . 2
Article 2. Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . 5
Article 3. Representations and Warranties of ALPS. . . . . . . . . . . . . . 6
Article 4. Representations and Warranties of the Trust . . . . . . . . . . . 6
Article 5. Data Access and Proprietary Information . . . . . . . . . . . . . 7
Article 6. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . 9
Article 7. Standard of Care. . . . . . . . . . . . . . . . . . . . . . . . .11
Article 8. Covenants of the Trust and ALPS . . . . . . . . . . . . . . . . .12
Article 9. Termination of Agreement. . . . . . . . . . . . . . . . . . . . .13
Article 10. Assignment. . . . . . . . . . . . . . . . . . . . . . . . . . .13
Article 11. Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . .14
Article 12. Colorado Law to Apply . . . . . . . . . . . . . . . . . . . . .14
Article 13. Merger of Agreement . . . . . . . . . . . . . . . . . . . . . .14
Article 14. Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . .15
TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the ___ day of _______, 1998, by and between STONEBRIDGE
FUNDS TRUST (the "Trust"), a Delaware business trust, having its principal
office and place of business at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, and ALPS MUTUAL FUNDS SERVICES, INC., a Colorado corporation having its
principal office and place of business at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("ALPS" or the "Administrator");
WHEREAS, the Trust and ALPS have entered into an Administration Agreement
dated as of ___________, 1998 (the "Administration Agreement") pursuant to which
ALPS is to provide various services;
WHEREAS, the Trust in accordance with the Administration Agreement
desires to appoint ALPS as its transfer agent, dividend disbursing agent and
agent in connection with certain other activities, and ALPS desires to accept
such appointment; and
WHEREAS, the Trust presently offers Shares (as defined below);
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
ARTICLE 1. TERMS OF APPOINTMENT; DUTIES OF ALPS
1.01 Subject to the terms and conditions set forth in this Agreement,
the Trust hereby employs and appoints ALPS to act as, and ALPS agrees to act as,
the Trust's transfer agent for the Trust's authorized and issued shares of
beneficial interest ("Shares") of the Stonebridge Growth Fund and Stonebridge
Aggressive Growth Fund series of the Trust (each a "Fund" and collectively, the
"Funds") and any additional series of shares of the Trust ("Shares"), dividend
disbursing agent and agent in connection with any accumulation, open-account or
similar plans provided to the shareholders of the Trust ("Shareholders") and set
out in the currently effective
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prospectus and statement of additional information from time to time
("prospectus") of the Trust, including without limitation any periodic
investment plan or periodic withdrawal program.
1.02 ALPS agrees that it will perform the following services in
accordance with the Trust's prospectus:
(a) In accordance with procedures established from time to time
by agreement between the Trust and ALPS, ALPS shall:
(i) Receive for acceptance orders for the purchase of Shares, promptly
deliver payment and appropriate documentation thereof to the Custodian of
the Fund (who is referred to herein as the "Custodian") authorized by the
Board of Trustees of the Trust, and make proper remittance of any sales
load received by it to the persons entitled to the same as instructed by
the Trust's Administrator;
(ii) Pursuant to purchase orders, issue the appropriate number of Shares and
hold such Shares in the appropriate Shareholder accounts;
(iii) In the event any check or other order for the transfer of money is
returned unpaid, take such steps as it may deem appropriate or the Trust
may instruct to protect the Trust and ALPS from financial loss;
(iv) Receive for acceptance redemption requests and redemption directions and
deliver the appropriate documentation thereof to the Custodian;
(v) In respect to the transactions in items (i), (ii) and (iv) above, ALPS
shall execute transactions directly with broker-dealers authorized by the
Trust who shall thereby be deemed to be acting on behalf of the Trust;
(vi) At the appropriate time as and when it receives monies paid to it by the
Custodian with respect to any redemption, pay over or cause to be paid
over in the appropriate manner such monies as instructed by the redeeming
Shareholders;
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(vii) Effect transfers of Shares by the registered owners thereof upon receipt
of appropriate instructions;
(viii) Prepare and transmit payments (or where appropriate credit Shareholder
accounts) for dividends and distributions declared by the Trust;
(ix) Maintain records of account for and advise the Trust and its Shareholders
as to the foregoing; and
(x) Record the issuance of Shares of the Trust and maintain pursuant to SEC
Rule 17Ad-10(e) a record of the total number of Shares of the Trust which
are authorized, based upon data provided to it by the Trust, and issued
and outstanding. ALPS shall also provide the Trust on a regular basis
with the total number of Shares which are authorized and issued and
outstanding.
(b) In addition to and neither in lieu nor in contravention of
the services set forth in the above paragraph (a), ALPS
shall:
(i) perform the customary services of a transfer agent, dividend disbursing
agent and, as relevant, agent in connection with accumulation,
open-account or similar plans (including without limitation any periodic
investment plan or periodic withdrawal program), including but not
limited to: maintaining all Shareholder accounts, preparing shareholder
meeting lists, mailing proxies, mailing Shareholder reports and
prospectuses to current Shareholders, withholding taxes on U.S. resident
and non-resident alien accounts and maintaining records with respect to
such withholding, preparing and filing U.S. Treasury Department Forms
1099 and other appropriate forms required with respect to dividends and
distributions by federal authorities for all Shareholders, preparing and
mailing confirmation forms and statements of account to Shareholders for
all purchases and redemptions of Shares and other confirmable
transactions in Shareholder accounts, responding to Shareholder telephone
calls and Shareholder
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correspondence, preparing and mailing activity statements for
Shareholders, and providing Shareholder account information; and
(ii) provide a system which will enable the Trust to monitor the total number
of Shares sold in each State.
(c) In addition, the Trust's administrator, with assistance
from outside counsel if necessary, shall (i) identify to
ALPS in writing those transactions and assets to be treated
as exempt from blue sky reporting for each State and (ii)
verify the establishment of transactions for each State on
the system established pursuant to (b)(ii) above prior to
activation and thereafter monitor the daily activity for
each State.
(d) Procedures as to who shall provide certain of these
services in Article 1 may be established from time to time
by agreement between the Trust and ALPS in accordance with
the attached service responsibility schedule. ALPS may at
times perform only a portion of these services and the
Trust or its agent may perform these services on the
Trust's behalf.
(e) ALPS shall provide additional services on behalf of the
Trust (e.g., escheatment services) which may be agreed upon
in writing between the Trust and ALPS.
ARTICLE 2. FEES AND EXPENSES
2.01 For the services performed by ALPS pursuant to this Agreement, the
Trust agrees to pay ALPS fees in accordance with the terms of the Administration
Agreement.
2.02 In addition to the fee paid under Section 2.01 above, the Trust
agrees to reimburse ALPS for out-of-pocket expenses, including but not limited
to confirmation production, postage, forms, telephone, microfilm, microfiche,
tabulating proxies, records storage, or advances incurred by ALPS and for any
other expenses incurred by ALPS at the request or with the consent of the Trust.
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2.03 The Trust agrees to pay all fees and reimbursable expenses within
thirty (30) days following the receipt of the respective billing notice.
Postage for mailing of proxies to all Shareholder accounts shall be advanced to
ALPS by the Trust at least seven (7) days prior to the mailing date of such
materials.
ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF ALPS
ALPS represents and warrants to the Trust that:
3.01 It is a corporation duly organized and existing and in good
standing under the laws of the State of Colorado.
3.02 It is duly qualified to carry on its business in the State of
Colorado.
3.03 It is empowered under applicable laws and by its Charter and
By-Laws to enter into and perform this Agreement.
3.04 All requisite corporate proceedings have been taken to authorize
it to enter into and perform this Agreement.
3.05 It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and obligations under
this Agreement.
3.06 It is duly registered as a transfer agent under the Securities
Exchange Act of 1934.
3.07 It has and will continue to take all reasonable measures to verify
that it has taken adequate steps toward "Year 2000" computer system compliance.
ARTICLE 4. REPRESENTATIONS AND WARRANTIES OF THE TRUST
The Trust represents and warrants to ALPS that:
4.01 It is a business trust duly organized and existing and in good
standing under the laws of Delaware, currently consisting of two series:
Stonebridge Growth Fund and Stonebridge aggressive Growth Fund.
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4.02 It is empowered under applicable laws and by its Declaration of
Trust and By-Laws to enter into and perform this Agreement.
4.03 All requisite corporate proceedings have been taken to authorize
it to enter into and perform this Agreement.
4.04 It is an open-end and diversified management investment company
registered under the Investment Company Act of 1940, as amended.
4.05 A registration statement under the Securities Act of 1933 and the
Investment Company Act of 1940, as amended, is currently effective and will
remain effective, and appropriate state securities law filings have been made
and will continue to be made, with respect to all Shares of the Trust being
offered for sale.
ARTICLE 5. DATA ACCESS AND PROPRIETARY INFORMATION
5.01 The Trust acknowledges that the data bases, computer programs,
screen formats, report formats, interactive design techniques, and documentation
manuals furnished to the Trust by ALPS as part of the Trust's ability to access
certain related data ("Customer Data") maintained by ALPS on data bases under
the control and ownership of ALPS ("Data Access Services") constitute
copyrighted, trade secret, or other proprietary information (collectively,
"Proprietary Information") of substantial value to ALPS or other service
providers authorized by ALPS and/or the Trust. It is understood that Customer
Data, which includes data provided to ALPS by or on behalf of the Trust and
records belonging to the Trust pursuant to Section 31 of the Investment Company
Act of 1940 as amended (and the Rules thereunder), will not be deemed to be Data
Access Services or Proprietary Information. The Trust agrees to treat all
Proprietary Information as proprietary to ALPS and further agrees that it shall
not divulge any Proprietary Information to any person or organization except as
may be provided hereunder. Without limiting the foregoing, the Trust agrees for
itself and its employees and agents:
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(a) to access Customer Data maintained by ALPS solely from locations
as may be designated in writing by and solely in accordance with
ALPS' applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary
Information;
(c) to refrain from obtaining unauthorized access to any portion of
the Proprietary Information, and if such access is inadvertently
obtained, to inform ALPS in a timely manner of such fact and
dispose of such information in accordance with ALPS' instructions;
(d) to refrain from causing or allowing third-party data acquired
hereunder from being retransmitted to any other computer facility
or other location, except with the prior written consent of ALPS;
(e) that the Trust shall have access only to those authorized
transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by ALPS to protect
at ALPS' expense the rights of ALPS in Proprietary Information at
common law, under federal copyright law and under other federal or
state law.
Each party shall take reasonable efforts to advise its employees or
independent service contractors of the obligations pursuant to this Article 5.
The obligations of this Article shall survive any termination of this Agreement.
5.02 If the Trust notifies ALPS that any of the Data Access Services do not
operate in material compliance with the most recently issued user documentation
for such services, ALPS shall endeavor in a timely manner to correct such
failure. Organizations from which ALPS may obtain certain data included in the
Data Access Services are solely responsible for the contents of such data and
the Trust agrees to make no claim against ALPS arising out of the contents of
such third-party data,
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including, but not limited to, the accuracy thereof, provided that ALPS will
comply with all reasonable requests for assistance from the Trust in resolving
any claim or other discrepancy the Trust may have with such third party
organizations. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE
SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS
AVAILABLE BASIS (PROVIDED THAT ALPS SHALL CONTINUE TO BE RESPONSIBLE FOR ANY
DELAY IN OR OTHER FAILURE OF PERFORMANCE THAT ARISES AS A RESULT OF A MATTER
REASONABLY WITHIN ALPS' CONTROL). ALPS EXPRESSLY DISCLAIMS ALL WARRANTIES
EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Trust include the ability for
a shareholder of the Trust to originate an electronic financial instruction to
ALPS in order to (i) effect the transfer or movement of cash or Shares or (ii)
transmit Shareholder information or other information, then in such event ALPS
shall be entitled to rely on the validity and authenticity of such instruction
without undertaking any further inquiry as long as such instruction is
undertaken in conformity with reasonable security procedures established by ALPS
from time to time.
ARTICLE 6. INDEMNIFICATION
6.01 ALPS shall not be responsible for, and the Trust shall indemnify
and hold ALPS harmless from and against, any and all losses, damages, costs,
charges, counsel fees, payments, expenses and liability arising out of or
attributable to:
(a) All actions taken or omitted to be taken by ALPS or its
agents or subcontractors required to be taken pursuant to this Agreement,
provided that such actions are taken in good faith and without negligence or
willful misconduct.
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(b) The Trust's lack of good faith, negligence or willful
misconduct which arise out of the breach of any representation or warranty of
the Trust hereunder.
(c) The good faith reliance on or use by ALPS or its agents or
subcontractors of written information, records and documents or services which
(i) are received or relied upon by ALPS or its agents or subcontractors and
furnished to it or performed by or on behalf of the Trust, and (ii) have been
prepared, maintained and/or performed by the Trust or any other authorized
person or firm on behalf of the Trust.
(d) The reliance on, or the carrying out by ALPS or its agents
or subcontractors of, any instructions or requests of the Trust.
(e) The offer or sale of Shares in violation of any requirement
under the federal securities laws or regulations or the securities laws or
regulations of any state that such Shares be registered in such state or in
violation of any stop order or other determination or ruling by any federal
agency or any state with respect to the offer or sale of such Shares in such
state subject to the responsibilities of ALPS set forth in the Administration
Agreement.
6.02 At any time ALPS may apply to any officer of the Trust for
instructions, and may consult with legal counsel with respect to any matter
arising in connection with the services to be performed by ALPS under this
Agreement, and ALPS and its agents or subcontractors shall not be liable and
shall be indemnified by the Trust for any action taken or omitted by ALPS in
reliance upon such instructions or upon the opinion of such counsel (provided
such counsel is reasonably satisfactory to the Trust). ALPS, its agents and
subcontractors shall be protected and indemnified in acting upon any paper or
document furnished by or on behalf of the Trust, reasonably believed to be
genuine and to have been signed by the proper person or persons, or upon any
instruction, information, data, records or documents reasonably believed to be
genuine and provided ALPS or its agents or subcontractors by machine readable
input, telex,
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CRT data entry or other similar means authorized by the Trust, and shall not be
held to have notice of any change of authority of any person until receipt of
written notice thereof from the Trust. ALPS, its agents and subcontractors
shall also be protected and indemnified in recognizing stock certificates which
are reasonably believed to bear the proper manual or facsimile signatures of the
officer(s) of the Trust, and the proper countersignature of any former transfer
agent or former registrar, or of a co-transfer agent or co-registrar.
6.03 In the event either party is unable to perform its obligations
under the terms of this Agreement because of acts of God, strikes, equipment or
transmission failure or damage reasonably beyond its control, or other causes
reasonably beyond its control, such party shall not be liable for damages to the
other for any damages resulting from such failure to perform or otherwise from
such causes.
6.04 In order that the indemnification provisions contained in this
Article 6 shall apply, upon the assertion of a claim for which the Trust may be
required to indemnify ALPS, ALPS shall promptly notify the Trust of such
assertion, and shall keep the Trust advised with respect to all developments
concerning such claim. The Trust shall have the option to participate with ALPS
in the defense of such claim or to defend against said claim in its own name or
in the name of ALPS. ALPS shall in no case confess any claim or make any
compromise in any case in which the Trust may be required to indemnify ALPS
except with the Trust's prior written consent.
ARTICLE 7. STANDARD OF CARE
7.01 ALPS shall at all times act in good faith and agrees to use its
best efforts within reasonable limits to insure the accuracy of all services
performed under this Agreement, but assumes no responsibility and shall not be
liable for loss or damage due to errors unless said errors are caused by its
negligence, bad faith, or willful misconduct or that of its employees.
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ARTICLE 8. COVENANTS OF THE TRUST AND ALPS
8.01 The Trust shall promptly furnish to ALPS the following:
(a) A certified copy of the resolution of the Board of Trustees
of the Trust authorizing the appointment of ALPS and the execution and delivery
of this Agreement.
(b) A copy of the Declaration of Trust and By-Laws of the Trust
and all amendments thereto.
(c) A copy of each resolution of the Board of Trustees of the
Trust designating authorized persons to give instructions to ALPS.
8.02 ALPS hereby agrees to establish and maintain facilities and
procedures reasonably acceptable to the Trust for safekeeping of share
certificates, 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.
8.03 ALPS shall keep records relating to the services to be performed
hereunder, in the form and manner as it may deem advisable, as required by
applicable laws, rules and regulations. To the extent required by Section 31 of
the Investment Company Act of 1940, as amended, and the Rules thereunder, ALPS
agrees that all such records prepared or maintained by ALPS relating to the
services to be performed by ALPS hereunder are the property of the Trust and
will be preserved, maintained and made available in accordance with such Section
and Rules, and will be surrendered promptly to the Trust on and in accordance
with its request. Additionally, ALPS will make reasonably available to the
Trust and its authorized representatives records maintained by ALPS pursuant to
this Agreement for reasonable inspection, use and audit, and will take all
reasonable action to assist the Trust's independent accountants in rendering
their opinions.
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8.04 ALPS and the Trust agree that all books, records, information and
data pertaining to the business of the other party which are exchanged or
received pursuant to the negotiation or the carrying out of this Agreement shall
remain confidential, and shall not be used for any other purpose or voluntarily
disclosed to any other person, except as may be required by law.
8.05 In case of any requests or demands for the inspection of the
Shareholder records of the Trust, ALPS will endeavor to notify the Trust and to
secure instructions from an authorized officer of the Trust as to such
inspection. ALPS reserves the right, however, to exhibit the Shareholder
records to any person whenever it is advised by its counsel that it may be held
liable for the failure to exhibit the Shareholder records to such person.
ARTICLE 9. TERMINATION OF AGREEMENT
9.01 This Agreement may be terminated by either party upon ninety (90)
days written notice to the other. Not withstanding anything to the contrary in
this Agreement, ALPS may not terminate this Agreement prior to the later of: (i)
the expiration of the initial or any renewal term of the Administration
Agreement; or (ii) the effectiveness of any termination notice pursuant to the
Administration Agreement. This Agreement may be terminated immediately by the
Trust should ALPS cease to be qualified to act as the Trust's transfer agent
pursuant to applicable law.
9.02 Should the Trust exercise its right to terminate, other than as a
result of a default under this Agreement by ALPS, all out-of-pocket expenses
associated with the movement of records and material will be borne by the
Trust.
ARTICLE 10. ASSIGNMENT
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10.01 Except as provided in Section 10.03 below, neither this Agreement
nor any rights or obligations hereunder may be assigned by either party without
the written consent of the other party.
10.02 This Agreement shall inure to the benefit of and be binding upon
the parties and their respective permitted successors and assigns.
10.03 ALPS may, without further consent on the part of the Trust,
subcontract for the performance hereof with (i) State Street Bank and Trust
Company, a duly registered transfer agent pursuant to Section 17A(c)(1) of
the Securities Exchange Act of 1934, as amended, and its affiliates,
provided, however, that ALPS shall be as fully responsible to the Trust for
the acts and omissions of any subcontractor as it is for its own acts and
omissions.
ARTICLE 11. AMENDMENT
11.01 This Agreement may be amended or modified only by a written
agreement executed by both parties and authorized or approved by a resolution of
the Board of Trustees of the Trust.
ARTICLE 12. COLORADO LAW TO APPLY
12.01 This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the State of Colorado to
the extent federal law does not govern.
ARTICLE 13. MERGER OF AGREEMENT
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13.01 This Agreement constitutes the entire agreement between the
parties hereto and supersedes any prior agreement with respect to the subject
matter hereof whether oral or written.
ARTICLE 14. COUNTERPARTS
14.01 This Agreement may be executed by the parties hereto on any number
of counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.
ARTICLE 15. DECLARATION OF TRUST
15.01 ALPS acknowledges that the Declaration of Trust of the Trust
provides that the obligations of the Trust under this Agreement are not binding
on any officers, trustees or shareholders of the Trust individually, but are
binding only upon the assets and properties of the various Funds. ALPS further
acknowledges and agrees that the liabilities, obligations and expenses incurred
hereunder with respect to a particular Fund shall be enforceable against the
assets and property of such Fund only, and not against the assets or property of
the other Fund or any other series of the Trust.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
STONEBRIDGE FUNDS TRUST
By: _________________________________________
Name: _______________________________________
Title: ______________________________________
ALPS MUTUAL FUNDS SERVICES, INC.
By: _________________________________________
Name: _______________________________________
Title: ______________________________________
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