ADMINISTRATION, BOOKKEEPING AND PRICING SERVICES AGREEMENT
ADMINISTRATION, BOOKKEEPING
AND
THIS
AGREEMENT is made as of May 19, 2009, between Xxxx and Xxxxx Funds Trust (the
“Fund”), a business trust organized under the laws of the State of Delaware, and
ALPS Fund Services, Inc. (“ALPS”), a Colorado corporation.
WHEREAS,
the Fund is an open-end, diversified management investment company registered
under the Investment Company Act of 1940, as amended (“1940 Act”), presently
consisting of the portfolios listed in Appendix A (the
“Portfolios”) and made subject to this
Agreement.
WHEREAS,
ALPS provides certain administrative, bookkeeping and pricing services to
investment companies; and
WHEREAS,
the Fund desires to appoint ALPS to perform certain administrative, bookkeeping
and pricing services for the Fund and its Portfolios, and ALPS has indicated its
willingness to so act, subject to the terms and conditions of this
Agreement.
NOW,
THEREFORE, in consideration of the premises and mutual covenants hereinafter
contained, the parties hereto agree as follows.
1.
ALPS
Appointment and Duties.
|
|
(a)
|
The
Fund hereby appoints ALPS to provide the administrative, bookkeeping and
pricing services set forth in Appendix B
hereto, as amended from time to time, upon the terms and conditions
hereinafter set forth. ALPS hereby accepts such appointment and agrees to
furnish such specified services. ALPS shall for all purposes be deemed to
be an independent contractor and shall, except as otherwise expressly
authorized in this Agreement, have no authority to act for or represent
the Fund in any way or otherwise be deemed an agent of the
Fund.
|
|
|
(b)
|
ALPS
may employ or associate itself with a person or persons or organizations
as ALPS believes to be desirable in the performance of its duties
hereunder; provided that, in such event, the compensation of such person
or persons or organizations shall be paid by and be the sole
responsibility of ALPS, and the Fund shall bear no cost or obligation with
respect thereto; and provided further that ALPS shall not be relieved of
any of its obligations under this Agreement in such event and shall be
responsible for all acts of any such person or persons or organizations
taken in furtherance of this Agreement to the same extent it would be for
its own acts.
|
2.
ALPS Compensation;
Expenses.
|
|
(a)
|
In
consideration for the services to be performed hereunder by ALPS, the Fund
shall pay ALPS the fees listed in Appendix C
hereto. Notwithstanding anything to the contrary in this
Agreement, fees billed for the services to be performed by ALPS under this
Agreement are based on information provided by the Fund and such fees are
subject to renegotiation between the parties to the extent such
information is determined to be materially different from what the Fund
originally provided to ALPS. During each year of the Term,
unless the parties shall otherwise agree and provided that the service mix
and volumes remain consistent with those provided in the previous year of
this Agreement, the minimum fee that would be charged for the same
services would be the base fee rate (as reflected in Appendix C) increased
by 5% per annum.
|
|
|
(b)
|
ALPS
will bear all expenses in connection with the performance of its services
under this Agreement and all related agreements, except as otherwise
provided herein. ALPS will not bear any of the costs of Fund personnel,
except that ALPS, and not the Fund, shall be responsible for the
compensation of officers and trustees of the Fund who are officers,
employees or directors of ALPS or any of its affiliates. Except as
provided in any other agreements between ALPS or its affiliates and the
Fund, other Fund expenses incurred shall be borne by the Fund or the
Fund’s investment adviser, including, but not limited to, initial
organization and offering expenses; litigation expenses;
taxes; transfer agency and custodial expenses; interest; fees and
expenses of the Fund’s trustees; brokerage fees and commissions; state and
federal registration fees; advisory fees; insurance premiums; fidelity
bond premiums; Fund and investment advisory related legal expenses; costs
of maintenance of Fund existence; printing and delivery of materials in
connection with meetings of the Fund’s trustees; printing and mailing of
shareholder reports, prospectuses, statements of additional information
other offering documents, supplements, proxy materials and other
communications to shareholders; securities pricing data and expenses in
connection with electronic filings with the U.S. Securities and Exchange
Commission (the “SEC”).
|
3.
Right to Receive
Advice.
|
|
(a)
|
Advice of the Fund and
Service Providers. If ALPS is in doubt as to any action it should
or should not take in connection with the services to be provided
hereunder, ALPS may request directions, advice or instructions from the
Fund or, as applicable, the Fund’s investment adviser, custodian or other
service providers.
|
|
|
(b)
|
Advice of
Counsel. If ALPS is in doubt as to any question of law pertaining
to any action it should or should not take in connection with the services
to be provided hereunder, ALPS may request advice from counsel of its own
choosing (who may be counsel
for the Fund, the Fund’s investment adviser or ALPS, at the option of
ALPS).
|
|
|
(c)
|
Conflicting
Advice. In the event of a conflict between directions, advice or
instructions ALPS receives from the Fund or any service provider and the
advice ALPS receives from counsel, ALPS shall inform the Fund and its
counsel of the conflict and seek
resolution.
|
|
4.
|
Standard
of Care; Limitation of Liability; Indemnification.
|
|
|
(a)
|
ALPS shall be obligated to act in
good faith and to exercise commercially reasonable care and diligence in
the performance of its duties under this
Agreement.
|
|
|
(b)
|
In the absence of willful
misfeasance, bad faith, negligence or reckless disregard by ALPS in the performance of its duties, obligations or
responsibilities set forth in this Agreement, ALPS and its affiliates,
including their respective officers, directors, agents and employees,
shall not be liable for, and the Fund agrees to indemnify, defend and hold
harmless such persons from, all taxes, charges, expenses, disbursements,
assessments, claims, losses, damages, penalties, actions, suits, judgments
and liabilities (including, without limitation, attorneys’ fees and
disbursements and liabilities arising under applicable federal and state
laws) arising directly or indirectly from the
following:
|
|
|
(i)
|
the inaccuracy of factual
information furnished to ALPS by the Fund or the Fund’s investment
adviser, custodian or other service
providers;
|
|
|
(ii)
|
any error of judgment or mistake
of law or for any loss suffered by the Fund in connection with the matters
to which this Agreement
relates;
|
|
|
(iii)
|
losses, delays, failure, errors,
interruption or loss
of data occurring directly or indirectly by reason of circumstances beyond
its reasonable control, including without limitation, acts of God, action
or inaction of civil or military authority, war, terrorism, riot, fire,
flood, sabotage, labor disputes, elements of nature or non-performance by
a third party;
|
|
|
(iv)
|
ALPS’ reliance on any instruction,
direction, notice, instrument or other information that ALPS reasonably
believes to be genuine;
|
|
|
(v)
|
loss of data or service
interruptions caused by equipment failure;
or
|
|
|
(vi)
|
any other action or omission to
act which ALPS takes in connection with the provision of services to the
Fund.
|
|
|
(c)
|
ALPS shall indemnify and hold
harmless the Fund, the Fund’s investment adviser and their respective
officers, directors, agents, and employees from and against any and all
taxes, charges, expenses, disbursements, assessments, claims, losses,
damages, penalties, actions, suits, judgments and liabilities (including,
without limitation, attorneys’ fees and disbursements and liabilities
arising under applicable federal and state laws) arising directly or
indirectly from ALPS’ willful misfeasance, bad faith, negligence or
reckless disregard in the performance of its duties, obligations or
responsibilities set forth in this
Agreement.
|
|
|
(d)
|
Notwithstanding anything in this
Agreement to the contrary, neither party shall be liable under this
Agreement to the other party hereto for any punitive, consequential,
special or indirect losses or damages. Any indemnification
payable by a party to this Agreement shall be net of insurance maintained
by the indemnified party as of the time the claim giving rise to indemnity
hereunder is alleged to have arisen to the extent it covers such
claim.
|
|
5.
|
Reports.
Whenever, in the course of performing its duties under this Agreement,
ALPS determines, on the basis of information supplied to ALPS by the Fund
or its authorized agents, that a violation of applicable law has occurred
or that, to its knowledge, a possible violation of applicable law may have
occurred or, with the passage of time, would occur, ALPS shall promptly
notify the Fund and its counsel.
|
|
6.
|
Activities of
ALPS. The services of ALPS under this Agreement are not to be
deemed exclusive, and ALPS shall be free to render similar services to
others. The Fund recognizes that from time to time directors, officers and
employees of ALPS may serve as directors, officers and employees of other
corporations or businesses (including other investment companies) and that
such other corporations and businesses may include ALPS as part of their
name and that ALPS or its affiliates may enter into administrative,
bookkeeping, pricing agreements or other agreements with such other
corporations and businesses.
|
|
7.
|
Accounts and
Records. The accounts and records maintained by ALPS shall be the
property of the Fund. ALPS shall prepare, maintain and preserve such
accounts and records as required by the 1940 Act and other applicable
securities laws, rules and regulations. ALPS shall surrender such accounts
and records to the Fund, in the form in which such accounts and records
have been maintained or preserved, promptly upon receipt of instructions
from the Fund. The Fund shall have access to such accounts and records at
all times during ALPS’ normal business hours. Upon the reasonable request
of the Fund, copies of any such books and records shall be provided by
ALPS to the Fund at the Fund’s expense. ALPS shall assist the Fund, the
Fund’s independent auditors, or, upon approval of the Fund, any regulatory
body, in any requested review of the Fund’s accounts and records and
reports by ALPS or its independent accountants concerning its accounting
system and internal auditing controls will be open to such entities for
audit or inspection upon reasonable
request.
|
|
8.
|
Confidential
and Proprietary
Information. ALPS agrees that it will, on behalf of itself and its
officers and employees, treat all transactions contemplated by this
Agreement, and all records and information relative to the Fund and its
shareholders (past, present and future) and other information germane
thereto, as confidential and as proprietary information of the Fund and
not to use, sell, transfer or divulge such information or records to any
person for any purpose other than performance of its duties hereunder,
except after prior notification to and approval in writing from the Fund,
which approval shall not be unreasonably withheld. Approval may not be
withheld where ALPS may be exposed to civil, regulatory, or criminal
proceedings for failure to comply, when requested to divulge such
information by duly constituted authorities, or when requested by the
Fund. When requested to divulge such information by duly constituted
authorities, ALPS shall use reasonable commercial efforts to request
confidential treatment of such information. ALPS shall have in place and
maintain physical, electronic, and procedural safeguards reasonably
designed to protect the security, confidentiality and integrity of, and to
prevent unauthorized access to or use of records and information relating
to the Fund and its past, present and future shareholders, consumers and
customers. The Fund and ALPS shall each comply with all applicable laws,
rules and regulations relating to privacy, confidentiality, data security
and the handling of personal financial information applicable to it that
may be established from time to time, including but not limited to the
Xxxxx-Xxxxx Bliley Act and Securities and Exchange Commission Regulation
S-P (17 CFR Part 248) promulgated
thereunder.
|
|
9.
|
Compliance with Rules
and Regulations. ALPS shall comply (and to the extent ALPS takes or
is required to take action on behalf of the Fund or its Portfolios
hereunder shall cause the Fund and its Portfolios to comply) with all
applicable requirements of the 1940 Act and other applicable laws, rules,
regulations, orders and code of ethics, as well as all investment
restrictions, policies and procedures adopted by the Fund or any of its
Portfolios of which ALPS has knowledge (it being understood that ALPS is
deemed to have knowledge of all investment restrictions, policies or
procedures set out in the Fund’s public filings or otherwise provided to
ALPS). Except as set out in this Agreement, ALPS assumes no responsibility
for such compliance by the Fund or any Portfolio.
|
|
10.
|
Representations and
Warranties of ALPS. ALPS represents and warrants to the
Fund that:
|
|
|
(a)
|
It
is duly organized and existing as a corporation and in good standing under
the laws of the State of Colorado.
|
|
|
(b)
|
It
is empowered under applicable laws and by its Articles of Incorporation
and Bylaws to enter into and perform this
Agreement.
|
|
|
(c)
|
All
requisite corporate proceedings have been taken to authorize it to enter
into and perform this Agreement.
|
|
|
(d)
|
It
has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under this
Agreement in accordance with industry
standards.
|
|
|
(e)
|
It
has and will keep in effect professional liability insurance naming ALPS
as insured and providing coverage with respect to ALPS’ activities on
behalf of the Fund and its Portfolios in the amount of at least
$1,000,000, and will provide to the Fund upon request a certificate of
insurance evidencing that such insurance is in full force and
effect.
|
|
11.
|
Representations and Warranties of the
Fund. The
Fund represents and warrants to ALPS
that:
|
|
|
(a)
|
It
is a business trust duly organized and existing and in good standing under
the laws of the state of Delaware and is registered with the SEC as an
open-end management investment
company.
|
|
|
(b)
|
It
is empowered under applicable laws and by its Declaration of Trust and
Bylaws to enter into and perform this
Agreement.
|
|
|
(c)
|
The
Board of Trustees of the Fund has duly authorized it to enter into and
perform this Agreement.
|
|
|
(d)
|
Notwithstanding
anything in this Agreement to the contrary, the Fund agrees not to make
any modifications to its registration statement or adopt any policies
which would affect materially the obligations or responsibilities of ALPS
hereunder without the prior written approval or ALPS, which approval shall
not be unreasonably withheld or
delayed.
|
|
|
(e)
|
Fund
hereby represents and warrants to ALPS that (a) the execution, delivery
and performance of this Agreement by Fund does not breach, violate or
cause a default under any agreement, contract or instrument to which Fund
is a party or any judgment, order or decree to which Fund is subject; (b)
the execution, delivery and performance of this Agreement by Fund has been
duly authorized and approved by all necessary action; and (c) upon the
execution and delivery of this Agreement by ALPS and Fund, this Agreement
will be a valid and binding obligation of
Fund.
|
|
|
(f)
|
Fund
further represents and warrants to ALPS that the Treasurer position,
filled by ALPS, shall be covered by the Fund’s Directors &
Officers/Errors & Omissions Policy (the “Policy”), and the Fund shall
use commercially reasonable efforts to ensure that such coverage be (a)
reinstated should the Policy be cancelled; (b) continued after such
officers ceases to serve as the Fund on substantially the same terms as
such coverage is provided for the Fund officers after such persons are no
longer officers of the Fund; or (c) continued in the event the Fund merges
or terminates, on substantially the same terms as such coverage is
provided for the Fund’s other officers (but for a period of no less
than three years). The Fund shall provide ALPS with proof of
current coverage, including a copy of the Policy, and shall notify ALPS
immediately should the Policy be cancelled or
terminated.
|
|
|
(g)
|
The
Treasurer position, filled by ALPS, is named officer in the Trust’s
corporate resolutions and subject to the provisions of the Trust’s
Organizational Documents regarding indemnification of its
officers.
|
|
12.
|
Documents. The
Fund has furnished or will furnish, upon request, ALPS with copies of the
Fund’s Articles of Incorporation, advisory agreement, custodian agreement,
transfer agency agreement, administration agreement, current prospectus,
statement of additional information, periodic Fund reports and all forms
relating to any plan, program or service offered by the Fund. The Fund
shall furnish, within a reasonable time period, to ALPS a copy of any
amendment or supplement to any of the above-mentioned documents. Upon
request, the Fund shall furnish promptly to ALPS any additional documents
necessary or advisable to perform its functions hereunder. As used in this
Agreement the terms “registration statement,” “prospectus” and “statement
of additional information” shall mean any registration statement,
prospectus and statement of additional information filed by the Fund with
the SEC and any amendments and supplements thereto that are filed with the
SEC.
|
|
13.
|
Consultation Between
the Parties. ALPS and the Fund shall regularly consult
with each other regarding ALPS’ performance of its obligations under this
Agreement. In connection therewith, the Fund shall submit to ALPS at a
reasonable time in advance of filing with the SEC reasonably final copies
of any amended or supplemented registration statement (including exhibits)
under the Securities Act of 1933, as amended, and the 1940 Act; provided,
however, that nothing contained in this Agreement shall in any way limit
the Fund’s right to file at any time such amendments to any registration
statement and/or supplements to any prospectus or statement of additional
information, of whatever character, as the Fund may deem advisable, such
right being in all respects absolute and
unconditional.
|
|
14.
|
Liaison with
Accountants. ALPS shall act as a liaison with the Fund’s
independent public accountants and shall provide account analysis, fiscal
year summaries, and other audit-related schedules with respect to the
services provided to each Portfolio. ALPS shall take all reasonable action
in the performance of its duties under this Agreement to assure that the
necessary information is made available to such accountants as reasonably
requested or required by the Fund.
|
|
15.
|
Business Interruption
Plan. ALPS shall maintain in effect a business interruption plan,
and enter into any agreements necessary with appropriate parties making
reasonable provisions for emergency use of electronic data processing
equipment customary in the industry. In the event of equipment failures,
ALPS shall, at no additional expense to the Fund, take commercially
reasonable steps to minimize service interruptions. In the
event of equipment failures, ALPS shall, at no additional expense to the
Fund, take commercially reasonable steps to minimize service
interruptions. ALPS shall have no liability with respect to the loss of
data or service interruptions caused by equipment failure provided such
loss or interruption is not caused by ALPS’ own willful misfeasance, bad
faith, negligence or reckless disregard of its duties or obligations under
this Agreement.
|
|
16.
|
Duration and Termination of
this Agreement.
|
|
|
(a)
|
Initial Term.
This Agreement shall become effective as of the date first written above
(the “Start Date”) and shall continue thereafter throughout the period
that ends three (3) years after the Start Date (the “Initial Term”). Until
the end of the Initial Term, this Agreement may be terminated without
penalty only by agreement of the parties or for cause pursuant to Section
13(c) hereof.
|
|
|
(b)
|
Renewal Term.
If not sooner terminated, this Agreement shall renew at the end of the
Initial Term and shall thereafter continue for successive annual periods
until terminated by either party upon not less than ninety (90) days’
written notice to the other party given at any time during that successive
annual period.
|
|
|
(c)
|
Cause.
Notwithstanding anything to the contrary elsewhere in this Agreement, the
Fund may terminate this Agreement for cause immediately at any time,
without penalty, without default and without the payment of any Default
Payment (as defined below) or other liquidated
damages. “Termination for cause” hereunder shall
mean:
|
|
|
(i)
|
material
breach of this Agreement, willful misfeasance, bad faith, negligence or
reckless disregard on the part of ALPS in the performance of, or with
respect to, its obligations, responsibilities and duties
hereunder;
|
|
|
(ii)
|
regulatory,
administrative or judicial proceedings against ALPS which result in a
determination that, in rendering its services hereunder, ALPS has
violated, or has caused the Fund or any of its Portfolios to violate any
applicable law, rule, regulation, order or code of ethics, or any
investment restriction, policy or procedure adopted by the Fund or any of
its Portfolios of which ALPS had knowledge (it being understood that ALPS
is deemed to have knowledge of all investment restrictions, policies or
procedures set out in the Fund’s public filings or otherwise provided to
ALPS); or
|
|
|
(iii)
|
financial
difficulties on the part of ALPS which are evidenced by the authorization
or commencement of, or involvement by way of pleading, answer, consent or
acquiescence in, a voluntary or involuntary case under Title 11 of the
United States Code, as from time to time in effect, or any applicable law
other than said Title 11, of any jurisdiction relating to the liquidation
or reorganization of debtors or to the modification or alteration of the
rights of creditors.
|
|
|
(d)
|
Deliveries
Upon Termination. Upon termination of this
Agreement, ALPS
agrees to cooperate in the orderly transfer of administrative duties and
shall deliver to the
Fund or as otherwise directed by the Fund (at the expense of the Fund) all
records and other documents made or accumulated in the performance of its
duties for the Fund hereunder. In the event ALPS gives notice
of termination
under this Agreement,
it will continue to provide the services contemplated hereunder
after such
termination at the
contractual rate for up to 120 days, provided that the Fund uses all
reasonable commercial efforts to appoint such replacement on a timely
basis.
|
|
17.
|
Fees and Expenses Upon
Termination. Should either party
exercise its right to terminate, all reasonable out-of-pocket expenses or
costs associated with the movement of records and material will be borne
by the Fund. Additionally, ALPS
reserves the right to charge a reasonable fee for its de-conversion
services. In the event of termination of this Agreement, the
Fund agrees to pay ALPS promptly all amounts due ALPS hereunder for
services performed and reasonable out-of-pocket expenditures incurred
prior to such termination. If the Fund terminates this Agreement
unilaterally without cause prior to the end of the Initial Term, it will
be in default hereunder, causing substantial damages to ALPS.
|
|
18.
|
Assignment.
This Agreement shall extend to and shall be binding upon the parties
hereto and their respective successors and permitted assigns; provided,
however, that this Agreement shall not be assignable by the Fund without
the prior written consent of ALPS, or by ALPS without the prior written
consent of the Fund.
|
|
19.
|
|
20.
|
Compliance
Program. ALPS maintains and will continue to maintain a
comprehensive compliance program reasonably designed to prevent violations
of the federal securities laws pursuant to Rule 38a-1 under the 1940 Act.
It will review, no less frequently than annually, the adequacy of the
policies and procedures and the effectiveness of their implementation and
will report to the Fund any material changes made to the policies and
procedures since the date of the last report, and any material changes
made to the policies and procedures recommended as a result of the annual
review. It will provide the Fund with an annual report of each Material
Compliance Matter (as defined under Rule 38a-1 of the Investment Company
Act of 1940, as amended) that occurred since the date of the last report.
Upon request of the Fund, ALPS will provide to the Fund in connection with
any periodic annual or semi-annual shareholder report filed by the Fund
or, in the absence of the filing of such reports, on a quarterly basis, a
sub-certification pursuant to the Xxxxxxxx-Xxxxx Act of 2002 with respect
to ALPS’ performance of the services set forth in this Agreement and its
internal controls related thereto. In addition, on a quarterly basis, ALPS
will provide to the Fund a certification in connection with Rule 38a-1
under the 1940 Act. ALPS reserves the right to amend and update its
compliance program and the measurement tools and certifications provided
thereunder from time to time in order to address changing regulatory and
industry developments. ALPS will provide the Fund with such amendments or
updates promptly upon
effectiveness.
|
|
21.
|
Names. The
obligations of the Fund entered into in the name or on behalf thereof by
any trustee, shareholder, representative, or agent thereof are made not
individually, but in such capacities, and are not binding upon any of the
trustees, shareholders, representatives or agents of the Fund personally,
but bind only the property of the Fund, and all persons dealing with the
Fund must look solely to the property of the Fund for the enforcement of
any claims against the Fund.
|
|
22.
|
Amendments to this
Agreement. This Agreement may only be amended by the parties in
writing.
|
|
23.
|
Notices. All
notices and other communications hereunder shall be in writing, shall be
deemed to have been given when received or when sent by telex or
facsimile, and shall be given to the following addresses (or such other
addresses as to which notice is
given):
|
To
ALPS:
ALPS Fund
Services, Inc.
0000
Xxxxxxxx, Xxxxx 0000
Xxxxxx,
Xxxxxxxx 00000
Attn:
General Counsel
Fax:
(000) 000-0000
To the
Fund:
|
|
Name:
|
Xxxx
& Xxxxx Funds Trust
|
|
|
Address:
|
0000
Xxxxxxxxx Xxxxx, Xxxxx 000
|
|
|
Xxxxxxxxxx,
XX 00000
|
|
|
Attn:
|
X.
Xxxx Xxxxx
|
|
|
|
|
Fax:
|
(000)
000-0000
|
|
24.
|
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.
|
|
25.
|
Entire
Agreement. This Agreement embodies the entire agreement and
understanding among the parties and supersedes all prior agreements and
understandings relating to the subject matter hereof; provided, however,
that ALPS and the Fund may embody in one or more separate documents its
agreement, if any, with respect to delegated duties and oral
instructions.
|
|
26.
|
Additional
Portfolios. If the Fund establishes one or more additional
portfolios with respect to which it wishes to retain ALPS to provide
administrative, bookkeeping and pricing services hereunder, it will notify
ALPS in writing. If ALPS is willing to render such services under this
Agreement, it will so notify the Fund in writing, whereupon such series
will become a “Portfolio” as defined hereunder and will be subject to the
provisions of this Agreement to the same extent as the Fund is named
above, except to the extent that such provisions are modified with respect
to such new Portfolio in writing by the Fund and
ALPS.
|
|
27.
|
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.
|
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
XXXX
& XXXXX FUNDS TRUST
By: /s/ X. Xxxx
Xxxxx
Name: X.
Xxxx Xxxxx
Title:
Trustee, Vice-President and Secretary
ALPS FUND
SERVICES, INC.
By: /s/ Xxxxxx X.
May
Name:
Xxxxxx X. May
Title:
President
APPENDIX
A
LIST OF
PORTFOLIOS
The Xxxx
& Xxxxx Fund
APPENDIX B
SERVICES
Fund Administration
•
Prepare annual and
semi-annual financial statements
•
Coordinate layout and
printing of reports
•
Prepare and file Forms
N-SAR, N-CSR, N-Q and 24f-2
•
Host annual audits and SEC
exams
•
Perform monthly prospectus
compliance and IRS/SEC diversification tests
•
Calculate performance
figures
•
Prepare required reports
for quarterly Board meetings
•
Monitor expense
ratios
•
Maintain budget vs. actual
expenses
•
Manage fund invoice
approval and xxxx payment process
•
Maintain and coordinate
Blue Sky registration
•
Assist with placement of
Fidelity Bond and E&O insurance
•
Coordinate reporting to
outside agencies including Morningstar, etc.
•
Serve as Treasurer to the
funds
Fund Accounting
•
Calculate daily
NAVs
•
Transmit daily NAVs to
NASDAQ, Transfer Agent and other third parties
•
Compute yields, expense
ratios, portfolio turnover rates, etc.
•
Calculate income dividend
rates
•
Reconcile cash and
investment balances with the custodian
•
Support preparation of
financial statements
•
Prepare required Fund
Accounting records in accordance with the 1940 Act
Tax
•
Perform monthly, quarterly
or annual distribution calculations, as appropriate, including distributions necessary to avoid excise
tax
•
Prepare provision for
income tax and tax disclosure information (ROCSOP) for the audited financial
statements
•
Prepare and file federal
and state income tax returns (and appropriate extensions)
•
Prepare and file federal
excise tax returns
•
Perform wash sale deferral
and tax straddle deferral activity analysis
APPENDIX C
COMPENSATION
Greater of $155,000 annual minimum
or:
|
Annual
Net Assets
|
Basis
Points
|
|
Between
$0 - $1 Billion
|
5.0
|
|
$1
Billion - $3 Billion
|
4.0
|
|
Above
$3 Billion
|
3.0
|
Out-of-Pocket
Expenses:
All out-of-pocket expenses are passed
through to the client at cost, including but not limited to: third party
security pricing fees, Bloomberg fees, Gainskeeper fees, Blue Sky fees charged
by the states and Blue Sky permit fees, control review reports, travel expenses
to Board meetings and on-site supervisory reviews, board book/materials printing
and mailing, extra costs for expediting reviews, FINRA advertising/filing fees,
registered representative licensing, fulfillment costs, confirmations and
investor statements, postage, statement paper, NSCC interface fees, 22c-2 fees,
sales reporting and customized programming/enhancements.
* A charge of $250 will apply to any
expedited review of sales and advertising literature.
LATE CHARGES: All
invoices are due and payable upon receipt. Any invoices not paid
within thirty (30) days of the invoice date are subject to a one percent (1%)
per month financing charge on any unpaid balance but only to the extent
permitted by law.
