ADMINISTRATION, BOOKKEEPING AND
PRICING SERVICES AGREEMENT
THIS AGREEMENT is made as of December 18, 2006, between Liberty All-Star
Equity Fund, a Massachusetts business trust (the "Fund"), and ALPS Fund
Services, Inc., a Colorado corporation ("ALPS").
WHEREAS, the Fund is registered under the Investment Company Act of 1940,
as amended ("1940 Act") as a closed-end, non-diversified management investment
company;
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 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 administrative, bookkeeping
and pricing services as are set forth in APPENDIX A, 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, including affiliates of ALPS, 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. ALPS
will obtain approval from the Fund's Board of Trustees ("Board") prior
to employing or associating with such persons or organizations.
(c) ALPS will permit individuals who are officers or employees of ALPS to
serve (if duly elected or appointed) as officers, Trustees, members of
any committee of the Board, members of any advisory board, or members
of any other committee of the Fund, without remuneration or other cost
to the Fund; provided, however, that notwithstanding anything contained
herein to the contrary, the Fund may pay
1
compensation to, and expenses of, the Fund's Chief Compliance Officer
to the extent that the Board expressly so authorizes, regardless of
whether such officer is also an officer or employee of ALPS or an
affiliate of ALPS.
(d) ALPS will provide necessary executive and other personnel, including
personnel for the performance of clerical and other office functions,
exclusive of those functions: (a) related to and to be performed under
the Fund's contract or contracts for custodial, accounting, transfer,
and dividend disbursing agency or other services by any entity,
including ALPS or its affiliates, selected to perform such services
under such contracts; and (b) related to the services to be provided
under a Fund Management or Portfolio Management Agreement.
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 B, hereto.
(b) ALPS will bear all expenses in connection with the performance of its
services under this Agreement and all related agreements, ALPS will not
pay expenses incurred by the Fund, such as, but not limited to,
advisory fees, Trustees' fees, portfolio transaction expenses,
litigation expenses, taxes, costs of preferred shares, costs of rights
offerings, costs of shareholder reports, costs of New York Stock
Exchange ("NYSE") and Securities and Exchange Commission ("SEC")
filings, the cost of counsel, expenses of conducting repurchase offers
for the purpose of repurchasing fund shares, extraordinary expenses and
dividends on securities sold short.
3. RIGHT TO RECEIVE ADVICE.
(a) ADVICE OF THE FUND. If ALPS is in doubt as to any action it should or
should not take, ALPS shall request directions or advice from the Fund.
(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, ALPS shall
request advice from counsel of its own choosing and at its own expense.
(c) CONFLICTING ADVICE. In the event of a conflict between directions,
advice or instructions ALPS receives from the Fund and the advice ALPS
receives from counsel, ALPS shall inform the Fund and its counsel of
the conflict and seek resolution.
(d) Nothing in this subsection shall excuse ALPS when an action or omission
on the part of ALPS constitutes willful misfeasance, bad faith,
negligence or reckless disregard by ALPS of any duties, obligations or
responsibilities set forth in this Agreement.
2
4. LIABILITY OF ALPS.
(a) ALPS may rely upon the written advice of counsel for the Fund and the
Fund's independent accountants, and upon oral or written statements of
the Fund's investment adviser, brokers and other service providers to
the Fund, reasonably believed by ALPS in good faith to be an expert in
the matters upon which they are consulted and, for any actions
reasonably taken in good faith reliance upon such advice or statements
and without negligence, ALPS shall not be liable to anyone.
(b) Nothing herein contained shall be construed to protect ALPS against any
liability to the Fund or its shareholders to which ALPS would otherwise
be subject by reason of willful misfeasance, bad faith, negligence, or
reckless disregard in the performance of its duties.
(c) Except as may otherwise be provided by applicable law, neither ALPS nor
its shareholders, officers, directors, employees or agents shall be
subject to, and the Fund shall indemnify and hold such persons harmless
from and against, any liability for and any damages, expenses or losses
incurred by reason of the inaccuracy of factual information furnished
to ALPS by the Fund or its adviser.
(d) ALPS shall be obligated to exercise commercially reasonable care and
diligence in the performance of its duties hereunder, to act in good
faith and to use its best efforts, within reasonable limits, in
performing services provided for under this Agreement. ALPS shall be
liable for actual damages arising out of ALPS' failure to perform its
duties under this Agreement to the extent such damages arise out of
ALPS' willful misfeasance, bad faith, negligence or reckless disregard
of such duties.
(e) ALPS shall not be liable for 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, except for a loss resulting from willful
misfeasance, bad faith, negligence on its part in the performance of
its duties or from reckless disregard by it of its obligations and
duties under this Agreement.
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 funds 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
funds.
3
7. ACCOUNTS AND RECORDS. The accounts and records maintained by ALPS shall be
the properly of the Fund. Such accounts and records shall be prepared,
maintained and preserved as required by the 1940 Act and other applicable
securities laws, rules and regulations. Such accounts and records shall be
surrendered to the Fund promptly upon receipt of instructions from the Fund
in the foam in which such accounts and records have been maintained or
preserved. 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. It 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 so requested by the
Fund. 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.
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 hereunder
shall cause the Fund 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 objectives, policies, restrictions, and
procedures adopted by the Fund and the Fund's registration statement on Form
N-2, Declaration of Trust and By-laws. Except as specifically set forth
herein, ALPS assumes no responsibility for such compliance by the Fund. ALPS
will maintain and implement compliance policies and procedures that are
reasonably designed to ensure its compliance with and to prevent violations
of the Federal Securities Laws (as defined in Rule 38a-1 under the 1940
Act). ALPS also will provide the Fund's Chief Compliance Officer with
periodic reports regarding ALPS' compliance with the Federal Securities Laws
and ALPS' compliance policies and procedures.
4
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 By-laws 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 in the amount of at least $1,000,000, and will
provide to the Fund at least annually a certificate of insurance
evidencing that such insurance is in full force and effect.
REPRESENTATIONS AND WARRANTIES OF THE FUND. The Fund represents and warrants
to ALPS that:
(a) It is a Massachusetts business trust organized and existing and in good
standing under the laws of the Commonwealth of Massachusetts and is
registered with the SEC as a closed-end investment company.
(b) It is empowered under applicable laws and by its Declaration of Trust
and By-laws to enter into and perform this Agreement.
(c) The Board has duly authorized it to enter into and perform this
Agreement.
(d) It has provided ALPS with copies of its Prospectus(es) and Statement(s)
of Additional Information and will provide ALPS with any amendments or
supplements thereto.
11. LIAISON WITH ACCOUNTANTS. ALPS shall act as 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 the Fund. ALPS shall take all reasonable action in the
performance of its duties under this Agreement to assure that the necessary
information in ALPS' control is made available to such accountants for the
expression of their opinion, as required by the Fund.
12. 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
5
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.
13. 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 which ends 1 year 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 upon not
less than 60 days' written notice or for cause pursuant to Section
13(c) hereof. 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. Because of the
difficulty of estimating the damages that will result, the Fund agrees
to pay to ALPS, as liquidated damages for such default, an amount equal
to twenty-five percent (25%) of the annual fee in effect at the time of
termination (the "Default Payment").
The parties agree that the Default Payment is a reasonable forecast of
probable actual loss to ALPS and that this sum is agreed to as
liquidated damages and not as a penalty.
(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, so long as approved annually by a vote of a
majority of the Trustees who are not "interested persons" (as deed in
the ▇▇▇▇ ▇▇▇) of any party to this Agreement, until terminated by the
Fund or by ALPS, without penalty, upon not less than 60 days' written
notice to the other party.
(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 or other liquidated damages. Termination for
"cause" hereunder shall mean:
(i) willful misfeasance, had faith, negligence or reckless disregard
on the part of ALPS in the performance of or with respect to its
obligations 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 to violate -
any applicable law, rule, regulation, order or code of ethics, or
any investment objective, restriction, policy or procedure adopted
6
by the Fund of which ALPS had knowledge;
(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;
(iv)failure by ALPS to keep in effect professional liability insurance
satisfactory to the Fund Trustees naming ALPS as insured and
providing coverage with respect to ALPS' activities on behalf of
the Fund in the amount of at least $1,000,000, and to provide to
the Fund at least annually a certificate of insurance evidencing
that such insurance is in full force and effect; or
(v) any other circumstance which, in the reasonable judgment of the
Trustees, including a majority of the Trustees who are not
"interested persons" (as defined in the ▇▇▇▇ ▇▇▇) of any party to
this Agreement, materially impairs ALPS' ability to perform its
obligations and duties hereunder.
(d) DELIVERIES UPON TERMINATION. Upon termination of this Agreement, ALPS
shall deliver to the Fund or as otherwise directed by the Fund (at the
expense of the Fund, unless such termination is for "cause") all
records and other documents made or accumulated in the performance of
its duties for the Fund hereunder.
14. 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.
15. GOVERNING LAW. The provisions of this Agreement shall be construed and
interpreted in accordance with the laws of the State of Colorado, and the
1940 Act and the rules thereunder. To the extent that the laws of the State
of Colorado conflict with the 1940 Act or such rules, the latter shall
control.
16. NAMES. The obligations of the "Fund" entered into in the name or on behalf
thereof by any Trustee, 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.
17. AMENDMENTS TO THIS AGREEMENT. This Agreement may only be amended by the
parties in writing.
7
18. 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.
▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: General Counsel
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
To the Fund:
Liberty All-Star Equity Fund ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Secretary
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
19. 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.
20. 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 may embody in one or more separate documents its agreement, if
any, with respect to delegated duties and oral instructions.
21. NO PERSONAL LIABILITY. Reference is hereby made to the Declaration of Trust
dated August 20, 1986 establishing the Fund, a copy of which has been filed
with the Secretary of the Commonwealth of Massachusetts and elsewhere as
required by law, and to any and all amendments thereto so filed or hereafter
filed. The name Liberty All-Star Equity Fund refers to the Board under said
Declaration of Trust, and not to the Trustees personally, and no Trustee,
shareholder, officer, agent or employee of the Fund shall be held to any
personal liability hereunder or in connection with the affairs of the Fund,
but only the trust estate under said Declaration of Trust is liable under
this Agreement. Without limiting the generality of the foregoing, neither
ALPS nor any of its officers, directors, shareholders or employees shall,
under any circumstances, have recourse or cause or willingly permit recourse
to be had directly or indirectly to any personal, statutory, or other
liability of any Trustee, shareholder, officer, agent or employee of the
Fund or of any successor of the Fund, whether such liability now exists or
is hereafter incurred for claims against the trust estate, but shall look
for payment solely to said trust estate, or the assets of such successor of
the Fund.
8
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
LIBERTY ALL-STAR EQUITY FUND
By: /S/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
---------------------
Title: President
---------
ALPS FUND SERVICES, INC.
By: /S/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
---------------------
Title: President
---------
APPENDIX A
SERVICES
--------
ADMINISTRATIVE
O Develop and Implement procedures to ensure, and on a periodic basis assist
the Fund in monitoring, compliance with the investment objectives,
policies, restrictions and procedures of the Fund and such other
requirements imposed by the Board, the SEC and tax authorities.
O Test for qualification as a "regulated investment company" under the
Internal Revenue Code of 1986, as amended, and compute distributions
required for such qualification and, unless directed otherwise by the
Board, to avoid imposition of excise tax.
O Distribute, collect and review quarterly compliance reports from the
Fund's Portfolio Managers and review and produce quarterly reports to
Trustees in accordance with the Fund's policies and procedures.
O Assist the Fund with placement of fidelity bond and errors and omissions
insurance policies.
O Prepare reports to shareholders of the Fund including but not limited to
the Fund's quarterly, annual and semi-annual financial statements.
O Monitor the preparation and maintenance by the Fund's custodian, or other
agents, of all records that may be reasonably required in connection with
the audit performed by the Fund's independent auditors, the SEC, the
Internal Revenue Service or other federal or state regulatory agencies.
O Provide facilities, information and personnel, as necessary, to
accommodate annual audits with the Fund's independent accountants, or
examinations conducted by the SEC or other regulatory authorities.
O Monitor the Fund's expense accruals by establishing expense budgets and
comparing expense accruals on a periodic basis to actual expenses paid.
O Report performance and other Fund information to outside reporting
agencies as directed by the Fund.
O Calculate monthly total return performance calculations.
O Prepare the Fund's federal and state tax returns.
O Supervise the activities of the Fund's custodian and transfer agent.
O Respond to telephonic or in-person inquiries from existing stockholders or
their representatives requesting information regarding matters such as
stockholder account or transaction status, net asset value of Fund shares,
Fund performance, Fund services, plans and options, Fund investment
policies, Fund portfolio holdings, and Fund distributions and
classifications thereof for tax purposes.
O Maintain the Fund's offices within ALPS' offices.
O Maintenance of the books and records of the Fund as required by law, other
than the books and records that are not required to be maintained
expressly in writing by another service provider.
O Prepare such financial information as is reasonably necessary for reports
to shareholders of the Fund, reports to the Board and the officers of the
Fund, and reports of the Fund to the SEC, the Internal Revenue Service and
other federal and state regulatory agencies.
O Prepare communications to shareholders of the Fund, making arrangements
for maintenance of other communications with shareholders, which may
include a website and dedicated telephone line.
O Negotiate, or assist in the negotiation of, agreements or other
arrangements with, and general oversight and coordination of, agents and
others retained by the Fund to provide custodial, transfer agency,
portfolio accounting, legal, tax and accounting services.
O Coordinate with independent auditors, review audit budgets, schedule audit
work, and coordinate the preparation of audit work papers with the
custodian and other service providers, as requested by ALPS.
O Coordinate all activities with auditors, transfer agent, custodian and
printer in connection with the preparation and distribution of the Fund's
shareholder reports.
O Provide such assistance to the Fund's service providers and the Fund's
counsel and auditors as may be required to carry on properly the business
and operations of the Fund.
O Oversee the Fund's custodian in its performance of its services to the
Fund.
O Prepare or assist in the preparation of, oversee and assist in the
coordination of, and, as the Trustees may reasonably request or deem
appropriate, make reports and recommendations to the Trustees on the
performance of administrative and professional services rendered to the
Fund by others, including the custodian, registrar, transfer agent and
dividend disbursing agent, shareholder servicing agents, accountants and
attorneys.
O Coordinate, prepare, gather, assemble and distribute meeting notices,
agendas and Board materials and make arrangements for the meetings and the
accommodations of the Trustees.
O Meet with the Audit Committee of the Fund, upon request, prepare
information reasonably requested by the Committee, and assist the
Committee in carrying out its responsibilities. Assist the Audit Committee
in its performance under its charter and pre-approval policies and
procedures.
O Prepare written consents of the Board related to distributions or other
matters.
O Facilitate meetings of shareholders, and assist in the preparation of
proxy statements in connection with meetings of shareholders.
O Prepare and/or coordinate the preparation of, subject to approval by the
Fund, and filing of any post-effective amendments to registration
statements, notices, reports, tax returns and other documents required by
federal, state and other applicable laws and regulations, including proxy
materials, periodic reports to Fund shareholders, Form N-SAR, Form N-CSR,
Form N-PX and Form N-Q necessary to maintain the registration of the Fund
under the 1940 Act and the listing of its common stock on the NYSE.
Coordinate the audit of any financial statements contained in such
filings.
ALPS shall not be responsible for the accuracy or adequacy of any
information contained in the documents listed above, to the extent such
information is provided to ALPS by the Fund, other service providers to
the Fund, or any other third party.
O Prepare certifications required under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002.
O Make filings required to be made with the NYSE or any other exchange on
which shares of the Fund are listed,
O Oversee the preparation and filing of registration statements, notices,
reports and other documents required by state "blue sky" laws, if
applicable, and oversee the monitoring of sales of shares of the Fund for
compliance with state securities laws.
O Prepare and file Section 16 beneficial ownership reports (i.e., Forms 3, 4
and 5) for reporting persons of the Fund.
O Provide the Fund with the services of an adequate number of persons
competent to perform the administrative and clerical functions described
herein, including a paralegal to assist in the preparation of Board
materials and to make required filings.
O Provide for the services of principals and employees of ALPS who may be
appointed as officers of the Fund.
BOOKKEEPING AND PRICING
O Maintain a separate account for the Fund, as directed from time to time by
written instructions from the Fund.
O Compute net asset value for the Fund and, as appropriate, compute yields,
expense ratios, and portfolio turnover rate.
O Obtain security market quotes from independent pricing services, if
available, approved by the Fund, or if such quotes are unavailable, then
obtain such prices pursuant to the Fund's valuation policies and
procedures, and in either case calculate the market value of the Fund's
investments.
O Timely calculate and transmit the Fund's daily net asset value and public
offering price (such determinations to be made in accordance with the
provisions of the Fund's then -current Prospectuses and Statements of
Additional Information, and any applicable resolutions and policies and
procedures of the Board) and promptly communicate such values and prices
to the Fund.
O Maintain and preserve in a secure manner the accounting records of the
Fund including all such accounting records as the Fund is obligated to
maintain and preserve under the 1940 Act and the rules thereunder,
applicable federal and state tax laws and any other applicable laws, rules
or regulations that are not required to be maintained expressly in writing
by another service provider. In addition to the accounting records of the
Fund as a whole, ALPS will maintain and preserve in a secure manner
separate portfolio accounts for the assets of the Fund allocated to each
of the Fund's Portfolio Managers from time to time. All records shall be
the property of the Fund.
O Reconcile cash and investment balances with the custodian.
O Compute the net income and capital gains and losses of the Fund and
calculate income dividend rates in accordance with relevant policies and
resolutions of the Board.
O Provide such advice that may be reasonably necessary to account properly
for the Fund's financial transactions, and to maintain the Fund's
accounting procedures and records so as to ensure compliance with
generally accepted accounting and tax practices and rules.
O Maintain current trend and historical summaries of the Fund's net asset
value, capital share activity, distributions, expenses, expense ratios,
financial statistics and financial statements.
O Determine and timely communicate to persons designated by the Fund the
Fund's net asset value per share in accordance with the applicable
provisions of the Fund's Registration Statement on Form N-2 and valuation
procedures adopted by the Board from time to time.
APPENDIX B
FEES
----
For administrative services, the Fund will pay to ALPS, on or before the 10th
day of each calendar month, a fee calculated and accrued daily and payable
monthly by the Fund for the previous calendar month at an annual rate of: 0.20%
of the first $400 million of average daily net assets; 0.18% of average daily
net assets exceeding $400 million up to and including $800 million; 0.162% of
average daily net assets exceeding $800 million up to and including $1.2
billion; and 0.146% of average daily net assets exceeding $1.2 billion.
The foregoing fees shall be prorated for any month during which this Agreement
is in effect for only a portion of the month.
In addition, for bookkeeping and pricing services, the Fund will pay ALPS an
annual fee payable monthly consisting of:
(i) for fund accounting services, $25,000 plus 0.015% of the Fund's net
asset value ("FA Fees");
(ii)for financial reporting, $13,000 ("FR Fees");
(iii)a multi-manager fee of $3,000 for each Portfolio Manager managing a
portion of the Fund ("Multi-Manager Fee"); and
(iv) an amount equal to an amount necessary for ALPS to recover its costs
for its own provision of fund accounting, expense budgeting and
▇▇▇▇▇▇▇▇-▇▇▇▇▇ services for the Fund (the "ALPS Services Fees");
PROVIDED, HOWEVER, that during any 12-month period, the aggregate FA Fees and FR
Fees for the Fund shall not exceed $ 140,000. (Neither the Multi-Manager Fee nor
the ALPS Services Fees are subject to the $140,000 limit.)