<PAGE> 1
EXHIBIT (h)(1)
TRANSFER AGENCY AND SERVICE AGREEMENT
between
ALPS MUTUAL FUNDS SERVICES, INC.
and
FINANCIAL INVESTORS VARIABLE INSURANCE TRUST
<PAGE> 2
TRANSFER AGENCY AND SERVICE AGREEMENT
between
ALPS MUTUAL FUNDS SERVICES, INC.
and
FINANCIAL INVESTORS VARIABLE INSURANCE TRUST
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Section Page
------- ----
<S> <C>
1 Terms of Appointment and Duties ...............................................................2
2 Fees and Expenses .............................................................................4
3 Representations and Warranties of ALPS ........................................................4
4 Representations and Warranties of Financial Investors Variable Insurance Trust.................5
5 Wire Transfer Operating Guidelines ............................................................5
6 Indemnification................................................................................6
7 Standard of Care...............................................................................7
8 Confidentiality ...............................................................................7
9 Covenants of the Trust and ALPS ...............................................................8
10 Termination of Agreement ......................................................................8
11 Assignment and Third Party Beneficiaries ......................................................9
12 Miscellaneous..................................................................................9
Schedule 1.1..................................................................................12
Appendix A....................................................................................14
Appendix B....................................................................................15
</TABLE>
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<PAGE> 3
TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the ____ day of ________, 2000, by and between FINANCIAL
INVESTORS VARIABLE INSURANCE TRUST, a Delaware Business Trust, having its
principal office and place of business at 370 17th Street, Suite 3100, Denver,
Colorado 80202 (the "Trust"), and ALPS MUTUAL FUNDS SERVICES, INC., a Colorado
corporation, having its principal office and place of business at 370 17th
Street, Suite 3100, Denver, Colorado 80202 ("ALPS").
WHEREAS, the Trust is an open-end management investment company registered under
the Investment Company Act of 1940 which presently offers shares in separate
series, which includes the First Horizon Capital Appreciation Portfolio and the
First Horizon Growth & Income Portfolio (herein referred to individually as a
"Portfolio" and collectively as the "Portfolios"); and
WHEREAS, the Trust desires to appoint ALPS as its transfer agent, dividend
disbursing agent and agent in connection with certain other activities as set
forth herein (collectively "Shareholder and Record-Keeping Services") and ALPS
desires to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
1. Terms of Appointment; Duties
1.1 Transfer Agency Services. 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 transfer agent for the Trust's
authorized and issued shares of beneficial interest, and the dividend
disbursing agent. As used herein, the term "Shares" means the
authorized and issued shares of common stock, or shares of beneficial
interest, as the case may be, for the Trust. ALPS agrees that it will
perform the following Shareholder and Record-Keeping services:
(a) ALPS shall:
(i) Receive for acceptance orders for the
purchase of Shares, and promptly deliver payment and
appropriate documentation thereof to the Custodian of
the Trust authorized by the Board of Directors of the
Trust (the "Custodian");
(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, ALPS shall take
such steps as it may deem appropriate or ALPS may
request written instructions from the Trust;
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<PAGE> 4
(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, investment advisers and other
institutions acting on behalf of investors authorized
by the Trust who shall thereby be deemed to be acting
on behalf of the Trust;
(vi) When it receives monies paid to it by the Custodian
with respect to any redemption, pay or cause to be
paid in the appropriate manner such monies as
instructed by the redeeming Shareholders;
(vii) Prepare and transmit payments (or where appropriate
credit the account of a shareholder of the
Portfolio(s) ("Shareholder")) for dividends and
distributions declared by the Portfolio(s);
(viii) Maintain records of, account for and advise the
Portfolio(s) and its Shareholders as to the
foregoing; and
(ix) Record the issuance of Shares of the Portfolio(s) and
maintain pursuant to SEC Rule 17Ad-10(e) a record of
the total number of Shares of the Portfolio(s) 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 and shall have no obligation, when
recording the issuance of Shares, to monitor the
issuance of such Shares or to take cognizance of any
laws relating to the issue or sale of such Shares,
which functions shall be the sole responsibility of
the Trust.
1.2 Additional Services. In addition to, and neither in lieu nor in
contravention of, the services set forth in the above paragraph, ALPS
shall perform the following services:
(a) Other Customary Services. 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 Shareholder 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 taxable 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,
preparing and mailing activity
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<PAGE> 5
statements for Shareholders, and providing Shareholder account
information. Services to be performed by ALPS include those
set forth in Schedule 1.1 hereto.
(b) Control Book. Maintain a daily record of all transactions,
including receipts and disbursements of money and securities,
and make available to the Trust a copy of such report on the
next business day following the request;
(c) "Blue Sky" Reporting. The Trust or its agent who provides blue
sky services 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 prior to activation
and thereafter monitor the daily activity for each State. The
responsibility of ALPS for the Trust's blue sky State
registration status under this Agreement is solely limited to
the initial establishment of transactions subject to blue sky
compliance by the Trust and providing a system which will
enable the Trust to monitor the total number of Shares sold in
each State;
(d) New Procedures. New procedures as to whom shall provide
certain of these services in Section 1 may be established from
time to time by agreement between the Trust and ALPS. With the
Trust's prior approval, 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.
2. Fees and Expenses
2.1 Fees. For the performance by ALPS pursuant to this Agreement, the Trust
agrees to pay ALPS fees in accordance with the terms of the
Administration Agreement. Such fees and advances identified under
Section 2.2 below may be changed from time to time subject to mutual
written agreement between the Trust and ALPS.
2.4 Invoices. The Trust agrees to pay all fees and reimbursable expenses
within thirty days following the receipt of the respective billing
notice.
3. Representations and Warranties of ALPS
ALPS represents and warrants to the Trust that:
3.1 It is a duly registered transfer agent under the Securities Exchange
Act of 1934.
3.2 It is duly organized and existing as a corporation and in good standing
under the laws of the State of Colorado.
3.3 It is empowered under applicable laws and by its Charter and By-laws to
enter into and perform this Agreement.
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<PAGE> 6
3.4 All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement.
3.5 It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under
this Agreement.
3.6 It will provide the Trust with all information necessary to complete
its annual filing requirements in a timely fashion.
4. Representations and Warranties of the Trust
The Trust represents and warrants to ALPS that:
4.1 It is an open-end investment company duly organized and existing under
the laws of the state of Delaware.
4.2 It is empowered under applicable laws and by its Declaration of Trust
and By-laws to enter into and perform this Agreement.
4.3 The Board of Trustees has duly authorized it to enter into and perform
this Agreement.
5. Wire Transfer Operating Guidelines/Articles 4A of the Uniform
Commercial Code
5.1 ALPS and the Trust agree upon the security procedures for fund's
transfer and account maintenance that are listed in Appendices A and B
hereto (the "Security Procedures"). Upon the receipt of a payment order
in compliance with such Security Procedures, ALPS is authorized to
promptly debit the appropriate account(s) chosen for funds transfer and
in the amount of money that ALPS has been instructed to transfer. ALPS
shall execute payment orders in compliance with the Security Procedures
and with the Trust's instructions on the date received, provided that
such payment order is received by the customary deadline for processing
such a request, which is 4:00 p.m. Eastern time subject to the terms of
the current prospectus, unless the payment order specifies a later
time. All payment orders and communications received after the
customary deadline will be deemed to have been received the next
business day.
5.2 ALPS shall process all payment orders to the account number indicated
in the payment order. In the event of a discrepancy between any name
indicated on the payment order and the account number, the account
number shall take precedence and govern.
5.3 ALPS reserves the right to decline to process or delay the processing
of a payment order (a) which is in excess of the collected balance in
the account to be charged at the time of ALPS' receipt of such payment
order; or (b) if ALPS, in good faith, is unable to determine that the
transaction has been properly authorized.
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<PAGE> 7
5.4 ALPS shall use reasonable efforts to act on all authorized requests to
cancel or amend payment orders after the customary deadline received in
compliance with the Security Procedures, provided that such requests
are received in a timely manner affording ALPS reasonable opportunity
to act. However, ALPS assumes no liability if the request for amendment
or cancellation cannot be satisfied, as long as ALPS has acted
reasonably.
5.5 ALPS shall not be liable for failure to detect any erroneous payment
order, provided that ALPS complies with the Security Procedures and
with the payment order instructions as received.
5.6 When the Trust initiates or receives Automated Clearing House ("ACH")
credit and debit entries pursuant to the guidelines and the rules of
the National Automated Clearing House Association and the New England
Clearing House Association, ALPS or its bank will act as an Originating
Depository Financial Institution and/or receiving depository Financial
Institution, as the case may be, with respect to such entries. Credits
given by ALPS with respect to an ACH credit entry are provisional until
ALPS receives final settlement for such entry from the Federal Reserve
Bank. If ALPS does not receive such final settlement, the Trust agrees
that ALPS shall receive a refund of the amount credited to the Trust in
connection with such entry, and the party making payment to the Trust
via such entry shall not be deemed to have paid the amount of the
entry.
5.7 Confirmation of ALPS's execution of payment orders shall ordinarily be
provided within twenty-four (24) hours, but no later than forty-eight
(48) hours, notice of which may be delivered through ALPS's proprietary
information systems, or by facsimile or call-back. Call-back
confirmations will be followed with a written confirmation.
Confirmation will be delivered to the Shareholders in accordance with
applicable regulations and the prospectus.
6. Indemnification
6.1 ALPS shall not be responsible for, and the Fund 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 of ALPS or its agent 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;
(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 upon, and any subsequent use of or
action taken or omitted, by ALPS, its agents or
subcontractors, on: (i) any information, records, documents,
data, stock certificates or services, which are received by
ALPS or its agents or subcontractors by machine readable
input, facsimile, CRT data entry, electronic instructions or
other similar means authorized by the Trust, and which
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<PAGE> 8
have been prepared, maintained or performed by the Trust or
any other person or firm on behalf of the Trust including but
not limited to any previous transfer agent or registrar; (ii)
any written instructions or requests of the Trust or any of
its officers; (iii) any written instructions or opinions of
the Trust's legal counsel with respect to any matter arising
in connection with the services to be performed by ALPS under
this Agreement which are provided to ALPS after consultation
with such legal counsel; or (iv) any paper or document
reasonably believed to be genuine, authentic, or signed by the
proper person or persons;
(d) The offer or sale of Shares in violation of federal securities
laws or regulations requiring that such Shares be registered
or in violation of any stop order or other determination or
ruling by any federal agency with respect to the offer or sale
of such Shares.
6.2 In order that the indemnification provisions contained in this Section
6 shall apply, upon the assertion of a claim for which one party may be
required to indemnify the other party, the party seeking
indemnification shall promptly notify the party providing
indemnification of such assertion, and shall keep that party advised
with respect to all developments concerning such claim. The party
providing indemnification shall have the option to participate with the
other party in the defense of such claim with its own counsel or to
defend against said claim in its own name or in the name of party
seeking indemnification at its own expense. Neither party shall confess
any claim or make any compromise in any case in which the other party
may be required to provide indemnification except with the other
party's prior written consent.
7. Standard of Care
ALPS shall at all times act in good faith and agrees to use its best
efforts to ensure the accuracy of all services performed under this
Agreement. At all times, ALPS shall be held to the standard of care of
a reasonable transfer agent in the mutual fund industry and shall be
liable for any errors caused by the negligence, willful misconduct or
bad faith of its employees.
8. Confidentiality
8.1 ALPS and the Trust agree that they will not, at any time during the
term of this Agreement or after its termination, reveal, divulge, or
make known to any person, firm, corporation or other business
organization, any of each other's confidential customers' lists, trade
secrets, cost figures and projections, profit figures and projections,
or any other secret or confidential information whatsoever, used or
gained by it or the Trust during performance under this Agreement. ALPS
and the Trust further covenant and agree to retain all such knowledge
and information acquired during and after the term of this Agreement
respecting such lists, trade secrets, or any secret or confidential
information whatsoever for the sole benefit of the other party hereto
and its successors and assigns. The above prohibition of disclosure
shall not apply to the extent that ALPS must disclose
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<PAGE> 9
such data to a Fund agent for purposes of providing services under this
Agreement. Confidential or secret information of a party does not
include information which is rightfully in the possession of the other
party prior to its receipt from ALPS or the Trust (as the case may be)
without any obligation of confidentially or which, without any fault of
such other party, is or becomes available in the public domain.
8.2 In the event that any requests or demands are made for the inspection
of the Shareholder records of the Trust, other than requests for
records of Shareholders pursuant to subpoenas from state or federal
government authorities, ALPS will notify the Trust and secure
instructions from an authorized officer of the Trust as to such
inspection. ALPS and the Trust expressly reserve the right; however, to
exhibit records as required by law or court order, upon notification of
the other party, provided that the other party has an opportunity to
seek proper action to maintain the records' confidentiality.
9. Covenants of the Trust and ALPS
9.1 ALPS hereby agrees to 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.
9.2 ALPS shall keep records relating to the services to be performed
hereunder, in the form and manner as it may deem advisable to maintain
compliance with 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, rendering their opinion.
9.3 In case of any request 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.
10. Termination of Agreement
10.1 This Agreement may be terminated by either party upon sixty (60) days
written notice to the other, and 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.
10.2 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
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records and material will be borne by the Trust. Additionally, ALPS
reserves the right to charge for any other reasonable expenses
associated with such termination. Payment of such expenses or costs
shall be in accordance with Section 2.4 of this Agreement.
10.3 Upon termination of this Agreement, each party shall return to the
other party all copies of confidential or proprietary materials or
information received from such other party hereunder, other than
materials or information required to be retained by such party under
applicable laws or regulations.
11. Assignment and Third Party Beneficiaries
11.1 Neither this Agreement nor any rights or obligations hereunder may be
assigned by either party without the written consent of the other
party. Any attempt to assign this Agreement in violation of this
Section shall be void. Unless specifically stated to the contrary in
any written consent to an assignment, no assignment will release or
discharge the assignor from any duty or responsibility under this
Agreement.
11.2 Except as explicitly stated elsewhere in this Agreement, nothing under
this Agreement shall be construed to give any rights or benefits in
this Agreement to anyone other than ALPS and the Trust, and the duties
and responsibilities undertaken pursuant to this Agreement shall be for
the sole and exclusive benefit of ALPS and the Trust. This Agreement
shall inure to the benefit of and be binding upon the parties and their
respective permitted successors and assigns.
11.3 This Agreement does not constitute an agreement for a partnership or
joint venture between ALPS and the Trust. Neither party shall make any
commitments with third parties that are binding on the other party
without the other party's prior written consent.
12. Miscellaneous
12.1 Amendment. This Agreement may be amended or modified by a written
agreement executed by both parties.
12.2 Colorado Law to Apply. This Agreement shall be construed and the
provisions thereof interpreted under and in accordance with the laws of
the State of Colorado.
12.3 Force Majeure. 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.
12.4 Survival. All provisions regarding indemnification, warranty,
liability, and limits thereon, and confidentiality and/or protections
of proprietary rights and trade secrets shall survive the termination
of this Agreement.
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12.5 Severability. If any provision or provisions of this Agreement shall be
held invalid, unlawful, or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not in any way be
affected or impaired.
12.6 Priorities Clause. In the event of any conflict, discrepancy or
ambiguity between the terms and conditions contained in this Agreement
and any Schedules hereto, the terms of the Agreement shall take
precedence. However, any written amendment to the Agreement shall
incorporate the Agreement and shall take precedence over any existing
term in the Agreement, to the extent applicable.
12.7 Audit of Records. ALPS will permit the Trust or its authorized agents
to visit, inspect, duplicate, examine, audit and verify (collectively
"audit") the Records belonging to or in the possession or control of
ALPS. Such audit will be completed at ALPS's office or elsewhere during
regular business hours, and with at least seventy-two (72) hours prior
notice to ALPS. The Records to which the Trust will have access are
those which are required by law to be maintained pursuant to the
provision of the Services which ALPS provides to the shareholders. The
Trust may make copies and make extracts from such records, provided
that such audit shall not unreasonably interfere with ALPS's normal
course of business.
12.8 Waiver. No waiver by either party or any breach or default of any of
the covenants or conditions herein contained and performed by the other
party shall be construed as a waiver of any succeeding breach of the
same or of any other covenant or condition.
12.9 Merger of Agreement. 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.
12.10 Counterparts. 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.
12.11 Reproduction of Documents. This Agreement and all schedules, exhibits,
appendices, attachments and amendments hereto may be reproduced by any
photographic, photostatic, microfilm, micro-card, miniature
photographic or other similar process. The parties hereto each agree
that any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding, whether
or not the original is in existence and whether or not such
reproduction was made by a party in the regular course of business, and
that any enlargement, facsimile or further reproduction shall likewise
be admissible in evidence.
12.12 Notices. All notices and other communications as required or permitted
hereunder shall be in writing and sent by first class mail, postage
prepaid, addressed as follows or to such other address or addresses of
which the respective party shall have notified the other.
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(a) If to the Trust, to:
Financial Investors Variable Insurance Trust
370 17th Street, Suite 3100
Attention: Russell Burk
(b) If to the ALPS, to:
ALPS Mutual Funds Services, Inc.
370 17th Street, Suite 3100
Denver, CO 80202-5631
Attention: Tom Carter
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.
ALPS MUTUAL FUNDS SERVICES, INC.
BY:
TITLE:
ATTEST:
FINANCIAL INVESTORS VARIABLE INSURANCE TRUST
BY:
TITLE:
ATTEST:
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<PAGE> 13
Schedule 1.1
ALPS MUTUAL FUNDS SERVICES, INC.
TRANSFER AGENT SERVICE RESPONSIBILITIES*
<TABLE>
<CAPTION>
Service Performed Responsibility
ALPS TRUST
---- -----
<S> <C> <C>
1. Receives orders for the purchase of Shares. X
2. Issue Shares and hold Shares in Shareholders accounts. X
3. Receive redemption requests. X
4. Pay monies to redeeming Shareholders. X
5. Effect transfers of Shares. X
6. Prepare and transmit dividends and distributions. X
7. Reporting of abandoned property. X
8. Maintain records of account. X
9. Maintain and keep a current and accurate control book for each X
issue of securities.
10. Mail proxies. X
11. Mail Shareholder reports. X
12. Mail prospectuses to current Shareholders. X
13. Withhold taxes on U.S. resident and non-resident alien accounts. X
14. Prepare and file U.S. Treasury Department forms. X
15. Prepare and mail account and confirmation statements for X
Shareholders.
16. Provide Shareholder account information. X
17. Blue sky reporting. X
</TABLE>
*Such services are more fully described in Sections 1.1 and 1.2 of the
Agreement.
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ALPS MUTUAL FUNDS SERVICES, INC.
BY:
--------------------------------------------
ATTEST:
----------------------------------------
FINANCIAL INVESTORS VARIABLE INSURANCE TRUST
BY:
--------------------------------------------
TITLE:
-----------------------------------------
ATTEST:
----------------------------------------
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<PAGE> 15
APPENDIX A
SECURITY PROCEDURES
FOR FUNDS TRANSFER
Telephone Verification Procedures:
ALPS will require verification of social security number and account
registration by the caller.
<TABLE>
<CAPTION>
------------------------------------------------ --------------- ---------------------------------------------
Funds Transfer Procedures Phone Mail
------------------------------------------------ --------------- ---------------------------------------------
NO NO
SIGNATURE SIGNATURE
GUARANTEE GUARANTEE
REQUIRED REQUIRED
------------------------------------------------ --------------- --------------------- ----------------------
<S> <C> <C> <C>
Redemptions
------------------------------------------------ --------------- --------------------- ----------------------
Wire to bank instructions on record
------------------------------------------------ --------------- --------------------- ----------------------
Wire to new bank instructions
------------------------------------------------ --------------- --------------------- ----------------------
ACH to bank instructions on record
------------------------------------------------ --------------- --------------------- ----------------------
ACH to new bank instructions
------------------------------------------------ --------------- --------------------- ----------------------
Send by check to address of record
------------------------------------------------ --------------- --------------------- ----------------------
Send by check to different address
------------------------------------------------ --------------- --------------------- ----------------------
Purchases
------------------------------------------------ --------------- --------------------- ----------------------
Purchase by wire
------------------------------------------------ --------------- --------------------- ----------------------
Purchase by check
------------------------------------------------ --------------- --------------------- ----------------------
Purchase by bank initiated ACH
------------------------------------------------ --------------- --------------------- ----------------------
Purchase by Transfer Agency initiated ACH
from bank instructions on record**
------------------------------------------------ --------------- --------------------- ----------------------
</TABLE>
Please note these security procedures may be waived by persons authorized to
give instructions under the Transfer Agency Agreement.
I am authorized to sign below on behalf of each of the mutual funds named in
Appendix A attached.
By:
----------------------------- ---------------------------------
Type or Print Name Authorized Signature
----------------------------- ---------------------------------
Title Date
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<PAGE> 16
APPENDIX B
SECURITY PROCEDURES
FOR ACCOUNT MAINTENANCE
TELEPHONE VERIFICATION PROCEDURES:
ALPS will require verification of social security number and account
registration by the caller.
FAX VERIFICATION PROCEDURES:
ALPS will require verification that the fax contains the appropriate signature.
<TABLE>
<CAPTION>
----------------------------------------------------------- --------------- --------- -------------------------------
Account Maintenance Function PHONE FAX MAIL
----------------------------------------------------------- --------------- --------- -------------------------------
NO SIGNATURE
SIGNATURE GUARANTEE
GUARANTEE
REQUIRED
----------------------------------------------------------- --------------- --------- --------------- --------------
<S> <C> <C> <C> <C>
Establish New Account
----------------------------------------------------------- --------------- --------- --------------- --------------
Change to Address of Record
----------------------------------------------------------- --------------- --------- --------------- --------------
Changing SS# (Need W-9)
----------------------------------------------------------- --------------- --------- --------------- --------------
Name Change (Divorce or Marriage)
----------------------------------------------------------- --------------- --------- --------------- --------------
Re-Registration of Account
----------------------------------------------------------- --------------- --------- --------------- --------------
Changing Bank Wiring or ACH information
----------------------------------------------------------- --------------- --------- --------------- --------------
Establishing Telephone Redemption
----------------------------------------------------------- --------------- --------- --------------- --------------
Starting New ACH
----------------------------------------------------------- --------------- --------- --------------- --------------
Canceling ACH
----------------------------------------------------------- --------------- --------- --------------- --------------
Decreasing ACH $ Amount
----------------------------------------------------------- --------------- --------- --------------- --------------
Increasing ACH $ Amount
----------------------------------------------------------- --------------- --------- --------------- --------------
Changing Bank Info for ACH
----------------------------------------------------------- --------------- --------- --------------- --------------
Starting New Systematic Withdrawal Plan
(SWP) to address of record
----------------------------------------------------------- --------------- --------- --------------- --------------
Starting New Systematic Withdrawal Plan
(SWP) to secondary address
----------------------------------------------------------- --------------- --------- --------------- --------------
Canceling SWP
----------------------------------------------------------- --------------- --------- --------------- --------------
Decreasing SWP $ Amount
----------------------------------------------------------- --------------- --------- --------------- --------------
Increasing SWP $ Amount
----------------------------------------------------------- --------------- --------- --------------- --------------
Changing Bank Info for SWP
----------------------------------------------------------- --------------- --------- --------------- --------------
Changing Dividend Options (Cash & Reinvest)
----------------------------------------------------------- --------------- --------- --------------- --------------
Sending Dividends to Secondary Address
----------------------------------------------------------- --------------- --------- --------------- --------------
Setting Up Systematic Exchange
----------------------------------------------------------- --------------- --------- --------------- --------------
Setting Up Systematic Dividend Exchange
----------------------------------------------------------- --------------- --------- --------------- --------------
</TABLE>
Please note these security procedures may be waived by persons authorized to
give instructions under the Transfer Agency Agreement.
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<PAGE> 17
I am authorized to sign below on behalf of each of the mutual funds named in
Appendix A attached.
By:
--------------------------------- ----------------------------------
Type or Print Name Authorized Signature
--------------------------------- ----------------------------------
Title Date
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