CTR054776_ContractAmendment_1.docx.pdf

CTR054776 Contract Amendment No. 1 Securities Custodian Services

ADOR Unclaimed Property Section

Arizona Department of Administration

State Procurement Office 100 N 15th Ave., Suite 402

Phoenix, AZ 85007

THIS AMENDMENT SHALL BE FULLY EXECUTED UPON THE ELECTRONIC APPROVAL IN THE STATE E-PROCUREMENT SYSTEM BY AN AUTHORIZED REPRESENTATIVE OF THE CONTRACTOR AND APPLIED TO THE CONTRACT IN THE STATE E-PROCUREMENT SYSTEM BY THE

PROCUREMENT OFFICER OR DELEGATE.

Supplier: Avenu SLS Holdings, LLC

This Amendment Number 1 to modify and/or make clarifications to the Scope of Work and create additional line items to this contract is executed in accordance to the Uniform Terms and Conditions, Section 5.1 and the Special Terms and Conditions, Section 3.4.

Additionally, Section 4.0 Scope of Services, Subsection 4.1 is hereby modified to incorporate paragraph

(c) Mutual Funds Processing Services to the Arizona Department of Revenue, Unclaimed Division as specified in Exhibit A of this Contract Amendment No. 1.

RECITALS

The State and Supplier entered into that certain agreement title Master Service Agreement effective as of April 16, 2021 pursuant to which Supplier is to provide Securities Custodian Services for ADOR

Unclaimed Property Section.

ALL OTHER REQUIREMENTS, SPECIFICATIONS, TERMS AND CONDITIONS REMAIN UNCHANGED

State Procurement Office

THIS AMENDMENT SHALL BE FULLY EXECUTED UPON THE ELECTRONIC APPROVAL IN THE STATE E-PROCUREMENT SYSTEM BY AN AUTHORIZED REPRESENTATIVE OF THE CONTRACTOR AND APPLIED TO THE CONTRACT IN THE STATE E-PROCUREMENT SYSTEM BY THE

Exhibit A

Mutual Funds Processing Services

Avenu SLS Holdings, LLC will provide Mutual Fund processing services to the Arizona Department of

Revenue, Unclaimed Property Division as hereby indicated:

1) Receiving Shares:

a. Holder emails Avenu for fund account numbers

b. Avenu will contact the BNYM to determine if Avenu can hold the fund

c. If Yes;

i. BNYM will set up fund account so holder can transfer and notify Avenu when complete.

ii. Avenu will monitor until fund account is established.

iii. Avenu will contact holder with fund account number.

iv. Avenu will monitor until shares received.

d. If No;

i. BNYM will notify Avenu unable to hold (not open-ended fund or no broker dealer agreement in place).

ii. Avenu will contact Arizona Department of Revenue (the Department) and holder explaining reason we cannot hold.

iii. Avenu or the Department will contact the holder for further instruction – i.e. to liquidate, not to report, or to maintain in house account.

2) Liquidating Shares:

a. Claimant-Directed Sale;

i. The Department processes claims.

ii. The Department submits sale order on Extranet.

iii. Avenu processes the sale.

iv. Avenu sends sale proceeds to the Department along with monthly activities.

b. Annual Sale;

i. The Department provides sale order by email with an authorized signature.

ii. Avenu processes the sale.

iii. Avenu sends sale proceeds to the Department by wire along with sale proceeds from equities liquidation.

State Procurement Office

THIS AMENDMENT SHALL BE FULLY EXECUTED UPON THE ELECTRONIC APPROVAL IN THE STATE E-PROCUREMENT SYSTEM BY AN AUTHORIZED REPRESENTATIVE OF THE CONTRACTOR AND APPLIED TO THE CONTRACT IN THE STATE E-PROCUREMENT SYSTEM BY THE

c. Transferring Shares:

i. The Department processes claims.

ii. The Department submits transfer request on Extranet.

iii. Avenu receives instruction to transfer mutual funds and will work directly with the claimants to transfer shares to existing brokerage accounts or advise and assist the claimant with opening accounts as needed.

iv. Avenu will notify the Department for assistance if the claimants are not willing to work with Avenu.

v. The Department may need to make a decision for the transfers that have been pending over a certain period, such as six months, due to lacking of account applications.

3) Pricing for Mutual Fund Processing:

a. $8.00 Maintenance fee per Mutual Fund account/CUSIP held, per month

b. 25.00 Receipt fee per Mutual Fund account/transaction processed

c. $25.00 Sale/Liquidation fee, per Mutual Fund account/transaction sold

(commission/additional charges may vary depending on fund family. Many funds do not charge commission/additional fees).

d. $25.00 Transfer of Mutual Fund into claimant name, per Mutual Fund account/transaction transferred