ADMINISTRATION, BOOKKEEPING AND PRICING SERVICES AGREEMENT
Exhibit (h)(16)
ADMINISTRATION, BOOKKEEPING AND
THIS AGREEMENT is made as of December 30, 2009 between Financial Investors Trust (the “Trust”), organized as a Delaware statutory trust, ALPS Fund Services, Inc., a Colorado corporation (“ALPS”), and, solely for purposes of Sections 15(a) and 19 of this Agreement, Vulcan Value Partners, LLC, a Delaware limited liability company (the “Adviser”).
WHEREAS, the Trust is registered under the Investment Company Act of 1940, as amended (“1940 Act”), as an open-end series management investment company, which includes the portfolios listed in Appendix A (the “Funds”);
WHEREAS, the Adviser is investment adviser for the Funds and is responsible for managing the Funds’ business affairs and providing certain clerical, bookkeeping and other administrative and management services;
WHEREAS, ALPS provides certain administrative, bookkeeping and pricing services to investment companies; and
WHEREAS, the Trust desires to appoint ALPS to perform certain administrative, bookkeeping and pricing services for the Funds, 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 Trust on behalf of each of the Funds 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 Trust or the Funds in any way or otherwise be deemed an agent of the Trust or the Funds. |
| (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 Trust 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 Trust shall pay ALPS the fees listed in Appendix C hereto. 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 total fee that would be charged for the same services would be the minimum 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, except as otherwise provided herein. ALPS will not bear any of the costs of Trust personnel. Other Fund expenses incurred shall be borne by the Trust or the Funds’ investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; transfer agency and custodial expenses; interest; Trust trustees’ fees; 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 Trust’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”). Travel-level expenses for each Fund will be allocated based upon each Fund’s net assets as of the month ended in which the invoice was received. |
| 3. | Right to Receive Advice. |
| (a) | Advice of the Trust and Fund Service Providers. If ALPS is in doubt as to any action it should or should not take, ALPS may request directions, advice or instructions from the Trust or, as applicable, the Funds’ 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, ALPS may request advice from counsel of its own choosing (who may be counsel for the Trust, the Funds’ 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 Trust or any Fund service provider and the advice ALPS receives from counsel, ALPS may in its sole discretion rely upon and follow the advice of counsel. ALPS will provide the Trust with prior written notice of its intent to follow advice of counsel that is materially inconsistent with directions, advice or instructions from the Trust. Upon request, ALPS will provide the Trust with a copy of such advice of counsel. |
2
| 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 Trust 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 Funds’ investment adviser, custodian or other third-party service providers; |
| (ii) | any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates; |
| (iii) | ALPS’ reliance on any instruction, direction, notice, instrument or other information that ALPS reasonably believes to be genuine; |
| (iv) | loss of data or service interruptions caused by equipment failure; or |
| (v) | any other action or omission to act which ALPS takes in connection with the provision of services to the Trust on behalf of the Funds. |
| (c) | ALPS shall indemnify and hold harmless the Trust, the Funds’ investment adviser and their respective officers, trustees/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. |
3
| 5. | 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 Trust 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. |
| 6. | Accounts and Records. The accounts and records maintained by ALPS on behalf of the Funds shall be the property of the Trust. 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 Trust, in the form in which such accounts and records have been maintained or preserved, promptly upon receipt of instructions from the Trust. The Trust shall have access to such accounts and records at all times during ALPS’ normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided by ALPS to the Trust at the Trust’s expense. ALPS shall assist the Trust, the Funds’ independent auditors or, upon approval of the Trust, any regulatory body, in any requested review of the Funds’ 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. |
| 7. | 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 Funds and their current and former shareholders 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 Trust, 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 Trust. 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 Funds and their current and former shareholders. |
| 8. | Compliance with Rules and Regulations. ALPS shall comply (and to the extent ALPS takes or is required to take action on behalf of the Trust hereunder shall cause the Trust 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 Trust on behalf of the Funds 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 Trust’s public filings or otherwise provided to ALPS). |
4
| Except as set out in this Agreement, ALPS assumes no responsibility for such compliance by the Trust. ALPS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 0000 Xxx) with respect to the services provided, and shall provide to the Trust certification to such effect no less than annually or as otherwise reasonably requested by the Fund. ALPS shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the Trust. |
| 9. | Representations and Warranties of ALPS. ALPS represents and warrants to the Trust 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. |
| 10. | Representations and Warranties of the Trust. The Trust represents and warrants to ALPS that: |
| (a) | It is a statutory 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 Trust Instrument and By-laws to enter into and perform this Agreement. |
| (c) | The Board of Trustees of the Trust has duly authorized it to enter into and perform this Agreement. |
| (d) | Notwithstanding anything in this Agreement to the contrary, the Trust 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) | The Trust hereby represents and warrants to ALPS that (a) the execution, delivery and performance of this Agreement by the Trust does not breach, violate or cause a default under any agreement, contract or instrument to which the Trust is a party or any judgment, order or decree to which the Fund is subject; (b) the execution, |
5
| delivery and performance of this Agreement by the Trust has been duly authorized and approved by all necessary action; and (c) upon the execution and delivery of this Agreement by ALPS and the Trust, this Agreement will be a valid and binding obligation of the Trust. |
| (f) | The Trust further represents and warrants to ALPS that the officer positions filled by ALPS shall be covered by the Trust’s Directors & Officers/Errors & Omissions Policy (the “Policy”), and the Trust shall use reasonable efforts to ensure that such coverage be (a) reinstated should the Policy be cancelled; (b) continued after such officers cease to serve as Trust officers on substantially the same terms as such coverage is provided for the Trust officers after such persons are no longer officers of the Trust; or (c) continued in the event the Trust merges or terminates, on substantially the same terms as such coverage is provided for the Trust officers (but for a period of no less than six years). The Trust 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 officer positions filled by ALPS are named officers in the Trust’s corporate resolutions and subject to the provisions of the Trust’s organizational documents regarding indemnification of its officers. |
| 11. | Documents. The Trust has furnished or will furnish, upon request, ALPS with copies of the Trust’s Trust Instrument and the Funds’ advisory agreement, custodian agreement, transfer agency agreement, administration agreement, current prospectus, statement of additional information, periodic Trust reports and all forms relating to any plan, program or service offered by the Trust. The Trust 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 Trust with the SEC and any amendments and supplements thereto that are filed with the SEC. |
| 12. | Consultation Between the Parties. ALPS and the Trust shall regularly consult with each other regarding ALPS’ performance of its obligations under this Agreement. In connection therewith, the Trust 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 Trust’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 Trust may deem advisable, such right being in all respects absolute and unconditional. |
6
| 13. | Liaison with Accountants. ALPS shall act as a liaison with the Funds’ independent public accountants and shall provide account analysis, fiscal year summaries, and other audit-related schedules with respect to the services provided to the Funds. 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 Trust. |
| 14. | 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 Trust, take commercially reasonable steps to minimize service interruptions. |
| 15. | 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 15(c) hereof. Notwithstanding anything in this Agreement to the contrary, if the Adviser desires to terminate this Agreement prior to the expiration of the Initial Term (other than a termination for cause pursuant to Section 15(c) hereof), ALPS shall agree to such termination upon payment by Adviser to ALPS of (i) $100,000 if such termination occurs in year one of the Initial Term, (ii) $75,000 if such termination occurs in year two of the Initial Term, or (iii) $50,000 if such termination occurs in year three of the Initial Term (each, the “Termination Payment”). ALPS agrees that neither the Trust nor the Funds shall have any liability for the Termination Payment, and that ALPS shall look only to the Adviser for payment of such fee. |
| (b) | Renewal Term. If not sooner terminated, this Agreement shall automatically 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 sixty (60) days’ written notice prior to the expiration of the then current renewal term or for cause pursuant to Section 15(c) hereof. |
| (c) | Cause. Notwithstanding anything to the contrary elsewhere in this Agreement, the Trust may terminate this Agreement for cause immediately at any time, without penalty, without default and without the payment of any Termination Payment or other liquidated damages. For purposes of this Section 15, “cause” shall mean: |
| (i) | ALPS’ failure to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement as the Adviser shall in good faith determine; |
7
| (ii) | willful misfeasance, bad faith, negligence or reckless disregard on the part of ALPS in the performance of its duties, obligations and responsibilities set forth in this Agreement; |
| (iii) | in the event ALPS is no longer permitted to perform its duties, obligations, or responsibilities hereunder pursuant to applicable law, or regulatory, administrative or judicial proceedings against ALPS which result in a determination that ALPS has violated, or has caused the Trust to violate, in any material respect any applicable law, rule, regulation, order or code of ethics, or any material investment restriction, policy or procedure adopted by the Trust 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 Trust’s public filings or otherwise provided to ALPS); or |
| (iv) | 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 Trust or as otherwise directed by the Trust (at the expense of the Trust) all records and other documents made or accumulated in the performance of its duties for the Trust 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 Trust uses all reasonable commercial efforts to appoint such replacement on a timely basis. |
| (e) | 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 Trust. Additionally, ALPS reserves the right to charge a reasonable fee for its de-conversion services. |
| 16. | 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 Trust without the prior written consent of ALPS, or by ALPS without the prior written consent of the Trust. |
| 17. | 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. |
8
| 18. | Names. The obligations of the Trust entered into in the name or on behalf thereof by any director, shareholder, representative, or agent thereof are made not individually, but in such capacities, and are not binding upon any of the directors, shareholders, representatives or agents of the Trust personally, but bind only the property of the Funds, and all persons dealing with the Funds must look solely to the property of the Funds for the enforcement of any claims against the Funds. |
| 19. | Amendments to this Agreement. This Agreement may only be amended by the parties in writing. |
| 20. | 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: | ||
|
0000 Xxxxxxxx, Xxxxx 0000 Xxxxxx, Xxxxxxxx 00000 Attn: Secretary Fax: (000) 000-0000 | ||
| To the Adviser: | ||
| Vulcan Value Partners, LLC 0000 Xxxx Xxxx Xxxxx, Xxxxx 000 Xxxxxxxxxx, Xxxxxxx 00000 Attn: X. Xxxxxxx XxXxxxxx, Jr. Fax: (000) 000-0000 | ||
| 21. | Force Majeure. None of the parties hereto shall be responsible or liable for any losses, delays, failures, 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. |
9
| 22. | 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. |
| 23. | 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. |
10
IN WITNESS WHEREOF, the parties hereto have executed this Administration, Bookkeeping and Pricing Services Agreement as of the day and year first above written.
| On behalf of the Vulcan Value Partners Fund and | ||
| the Vulcan Value Partners Small Cap Fund | ||
| By: |
/s/ Xxxxxx X. Xxxxx | |
| Name: |
Xxxxxx X. Xxxxx | |
| Title: |
President | |
| VULCAN VALUE PARTNERS, LLC (solely for | ||
| purposes of Sections 15(a) and 19 of this | ||
| Agreement) | ||
| By: |
/s/ C.T. Xxxxxxxxxxx | |
| Name: |
C.T. Xxxxxxxxxxx | |
| Title: |
CEO, Chief Investment Officer | |
| ALPS FUND SERVICES, INC. | ||
| By: |
/s/ Xxxxxx X. May | |
| Name: |
Xxxxxx X. May | |
| Title: |
President | |
APPENDIX A
LIST OF PORTFOLIOS
Vulcan Value Partners Fund
Vulcan Value Partners Small Cap Fund
APPENDIX B
SERVICES
Fund Administration
• Prepare annual and semi-annual financial statements
• Coordinate layout and printing of annual and semi-annual reports
• Prepare and file Forms N-SAR, N-CSR, N-Q and 24f-2
• Host annual audits and SEC exams
• Provide monthly investment restriction compliance monitoring support and reporting
• Calculate monthly SEC standardized total return 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.
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
• AVA: Portfolio Data Access
Legal
• Review and update Prospectus and Statement of Additional Information annually
• Provide legal review of SEC financial filings
• Coordinate EDGARization and filing of documents
• Prepare, compile and mail Board materials
• Attend Board meetings and prepare minutes
• Review legal contracts
• Oversee Trust’s Code of Ethics reporting
• AVA: Selling Agreement Maintenance
Tax
• Calculate dividend and capital gain distribution rates, as appropriate, including distributions necessary to avoid excise tax. Excise distributions are to be reviewed by audit firm.
• Support financial statement process by preparing tax disclosure information for audited financial statements, including ROCSOP adjustments and tax designations required to be made within 60 days of the funds fiscal year end
• Prepare and file federal and state income and excise tax returns, including appropriate extensions. The audit firm is to sign all income and excise returns as paid preparer.
• Calculate and monitor all applicable book income to taxable income differences, including differences that impact tax basis
• On a quarterly basis, monitor the Funds status as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended
• Support the year-end shareholder reporting process by providing tax re-allocation data, including return of capital, qualified dividend income, foreign tax credit and tax-exempt designations
• AVA: Document Management System
* * * * *
APPENDIX C
COMPENSATION
Greater of $210,000 annual minimum or the following basis point fee schedule:
| Annual Net Assets of Portfolios | Basis Points | |
| Between $0 - $500M |
5.0 | |
| $500M - $1B |
3.0 | |
| Above $1B |
2.0 |
All out-of-pocket expenses are passed through to the Fund on behalf of the Portfolios at cost, including but not limited to: third-party security pricing fees; Bloomberg fees; Gainskeeper fees; Blue Sky permit processing fees and state registration fees; SAS70 and other control review reports; travel expenses to Board meetings and on-site reviews; board book/materials printing and mailing; customized programming/enhancements; and other out-of-pocket expenses incurred by ALPS in connection with the performance of its duties under this Agreement.
