Notes and Conditions to Fund Accounting Services. (1) Subject to the provisions of Sections 2 and 6 of the Agreement, Service Provider’s liability with respect to NAV Differences (as defined below) shall be as follows: (a) During each NAV Error Period (as defined below) resulting from a NAV Difference that is at least 1/10 of 1% but that is less than 1/2 of 1%, Service Provider shall reimburse each applicable Fund for any net losses to the Fund; and (b) During each NAV Error Period resulting from a NAV Difference that is at least 1/2 of 1%, Service Provider shall reimburse each applicable Fund on its own behalf and on behalf of each shareholder of such Fund for any losses experienced by the Fund or any Fund shareholder, as applicable; provided, that Service Provider’s reimbursement responsibility shall not exceed the lesser of (i) the net loss that the Fund incurs or (ii) the costs to the Fund of reprocessing the shareholder transactions during the NAV Error Period; provided, further, however, that Service Provider shall not be responsible for reimbursing reprocessing costs with respect to any shareholder that experiences an aggregate loss during any NAV Error Period of less than $25. For purposes of this Section II.1: the NAV Difference means the difference between the NAV at which a shareholder purchase or redemption should have been effected (“Recalculated NAV”) and the NAV at which the purchase or redemption was effected divided by Recalculated NAV; (B) NAV Error Period means any Fund business day or series of two or more consecutive Fund business days during which an NAV Difference of 1/10 of 1%or more exists; (C) NAV Differences and any Service Provider liability therefrom are to be calculated each time a Fund’s (or Class’) NAV is calculated; (D) in calculating any amount for which Service Provider would otherwise be liable under this Agreement for a particular NAV error, Fund (or Class) losses and gains shall be netted; and (E) in calculating any amount for which Service Provider would otherwise be liable under this Agreement for a particular NAV error that continues for a period covering more than one NAV determination, Fund (or Class) losses and gains for the period shall be netted. (2) The Client instructs and authorizes Service Provider to provide information pertaining to the Client’s investments to Fair Value Information Vendors in connection with the fair value determinations made under the Client’s Valuation Procedures and other legitimate purposes related to the services to be provided hereunder. The Client acknowledges that while Service Provider’s services related to fair value pricing are intended to assist the Client and its Board in its obligations to price and monitor pricing of Client investments, Service Provider does not assume responsibility for the accuracy or appropriateness of pricing information or methodologies, including any fair value pricing information or adjustment factors. (3) Service Provider shall furnish to the Client and to its properly-authorized auditors, investment advisers, examiners, distributors, broker-dealers, underwriters, salesmen, insurance companies and others designated by the Client in writing, such reports at such times as are prescribed pursuant to this Agreement (or schedules to this Agreement), or as subsequently agreed upon by the parties pursuant to an amendment to this Agreement (or schedules to this Agreement). The Client agrees to examine each such report or copy provided to it promptly and will report or cause to be reported to Service Provider any errors or discrepancies therein. (4) In addition to the Services listed below, Service Provider shall also perform such special accounting services, and furnish such reports, for the Client to the extent agreed upon by the Parties from time to time, for which the Client will pay Service Provider the amounts agreed upon between them. Service Provider shall also maintain accounts of investors on its investor record-keeping systems, and provide the following investor services in connection therewith: (a) Maintain the register of investors; process purchases, repurchases pursuant to tender offers or otherwise, compulsory repurchases, and transfers of Shares; maintain investor records, including cost basis accounting, account documentation files, establish account relationship linking/grouping (in particular with regard to intermediary relationships), record investor account information changes, and balance monthly transaction activity; (b) Maintain investor information files, and microfiche and/or image all subscription applications and source documentation; (c) Function as dividend agent including calculating, disbursing and recordkeeping for all dividends generated by the Client and maintaining a dividend reinvestment plan;
Appears in 2 contracts
Samples: Joinder Agreement (Blackstone Alternative Alpha Fund II), Services Agreement (Blackstone Alternative Alpha Fund)
Notes and Conditions to Fund Accounting Services. (1) Subject to the provisions of Sections 2 and 6 of the Agreement, Service Provider’s liability with respect to NAV Differences (as defined below) shall be as follows:
(a) During each NAV Error Period (as defined below) resulting from a NAV Difference that is at least 1/10 of 1% but that is less than 1/2 of 1%, Service Provider shall reimburse each applicable Fund for any net losses to the Fund; and
(b) During each NAV Error Period resulting from a NAV Difference that is at least 1/2 of 1%, Service Provider shall reimburse each applicable Fund on its own behalf and on behalf of each shareholder of such Fund for any losses experienced by the Fund or any Fund shareholder, as applicable; provided, that Service Provider’s reimbursement responsibility shall not exceed the lesser of (i) the net loss that the Fund incurs or (ii) the costs to the Fund of reprocessing the shareholder transactions during the NAV Error Period; provided, further, however, that Service Provider shall not be responsible for reimbursing reprocessing costs with respect to any shareholder that experiences an aggregate loss during any NAV Error Period of less than $25. For purposes of this Section II.1: the NAV Difference means the difference between the NAV at which a shareholder purchase or redemption should have been effected (“Recalculated NAV”) and the NAV at which the purchase or redemption was effected divided by Recalculated NAV; (B) NAV Error Period means any Fund business day or series of two or more consecutive Fund business days during which an NAV Difference of 1/10 of 1%or 1% or more exists; (C) NAV Differences and any Service Provider liability therefrom are to be calculated each time a Fund’s (or Class’) NAV is calculated; (D) in calculating any amount for which Service Provider would otherwise be liable under this Agreement for a particular NAV error, Fund (or Class) losses and gains shall be netted; and (E) in calculating any amount for which Service Provider would otherwise be liable under this Agreement for a particular NAV error that continues for a period covering more than one NAV determination, Fund (or Class) losses and gains for the period shall be netted.
(2) The Client instructs and authorizes Service Provider to provide information pertaining to the Client’s investments to Fair Value Information Vendors in connection with the fair value determinations made under the Client’s Valuation Procedures and other legitimate purposes related to the services to be provided hereunder. The Client acknowledges that while Service Provider’s services related to fair value pricing are intended to assist the Client and its Board in its obligations to price and monitor pricing of Client investments, Service Provider does not assume responsibility for the accuracy or appropriateness of pricing information or methodologies, including any fair value pricing information or adjustment factors.
(3) Service Provider shall furnish to the Client and to its properly-authorized auditors, investment advisers, examiners, distributors, broker-dealers, underwriters, salesmen, insurance companies and others designated by the Client in writing, such reports at such times as are prescribed pursuant to this Agreement (or schedules to this Agreement), or as subsequently agreed upon by the parties pursuant to an amendment to this Agreement (or schedules to this Agreement). The Client agrees to examine each such report or copy provided to it promptly and will report or cause to be reported to Service Provider any errors or discrepancies therein.
(4) In addition to the Services listed below, Service Provider shall also perform such special accounting services, and furnish such reports, for the Client to the extent agreed upon by the Parties from time to time, for which the Client will pay Service Provider the amounts agreed upon between them. Service Provider shall also maintain accounts of investors on its investor record-keeping systems, and provide the following investor services in connection therewith:
(a) Maintain the register of investors; process purchases, repurchases pursuant to tender offers or otherwise, compulsory repurchases, and transfers of Shares; maintain investor records, including cost basis accounting, account documentation files, establish account relationship linking/grouping (in particular with regard to intermediary relationships), record investor account information changes, and balance monthly transaction activity;
(b) Maintain investor information files, and microfiche and/or image all subscription applications and source documentation;
(c) Function as dividend agent including calculating, disbursing and recordkeeping for all dividends generated by the Client and maintaining a dividend reinvestment plan;
Appears in 1 contract
Samples: Services Agreement (Blackstone Alternative Alpha Master Fund)
Notes and Conditions to Fund Accounting Services. (1) Subject to the provisions of Sections 2 and 6 of the Agreement, Service Provider’s liability with respect to NAV Differences (as defined below) shall be as follows:
(a) During each NAV Error Period (as defined below) resulting from a NAV Difference that is at least 1/10 of 1% but that is less than 1/2 of 1%, Service Provider shall reimburse each applicable Fund for any net losses to the Fund; and
(b) During each NAV Error Period resulting from a NAV Difference that is at least 1/2 of 1%, Service Provider shall reimburse each applicable Fund on its own behalf and on behalf of each shareholder of such Fund for any losses experienced by the Fund or any Fund shareholder, as applicable; provided, that Service Provider’s reimbursement responsibility shall not exceed the lesser of (i) the net loss that the Fund incurs or (ii) the costs to the Fund of reprocessing the shareholder transactions during the NAV Error Period; provided, further, however, that Service Provider shall not be responsible for reimbursing reprocessing costs with respect to any shareholder that experiences an aggregate loss during any NAV Error Period of less than $25. For purposes of this Section II.1: the NAV Difference means the difference between the NAV at which a shareholder purchase or redemption should have been effected (“Recalculated NAV”) and the NAV at which the purchase or redemption was effected divided by Recalculated NAV; (B) NAV Error Period means any Fund business day or series of two or more consecutive Fund business days during which an NAV Difference of 1/10 of 1%or more exists; (C) NAV Differences and any Service Provider liability therefrom are to be calculated each time a Fund’s (or Class’) NAV is calculated; (D) in calculating any amount for which Service Provider would otherwise be liable under this Agreement for a particular NAV error, Fund (or Class) losses and gains shall be netted; and (E) in calculating any amount for which Service Provider would otherwise be liable under this Agreement for a particular NAV error that continues for a period covering more than one NAV determination, Fund (or Class) losses and gains for the period shall be netted.
(2) The Client instructs and authorizes Service Provider to provide information pertaining to the Client’s investments to Fair Value Information Vendors in connection with the fair value determinations made under the Client’s Valuation Procedures and other legitimate purposes related to the services to be provided hereunder. The Client acknowledges that while Service Provider’s services related to fair value pricing are intended to assist the Client and its Board in its obligations to price and monitor pricing of Client investments, Service Provider does not assume responsibility for the accuracy or appropriateness of pricing information or methodologies, including any fair value pricing information or adjustment factors.
(3) Service Provider shall furnish to the Client and to its properly-authorized auditors, investment advisers, examiners, distributors, broker-dealers, underwriters, salesmen, insurance companies and others designated by the Client in writing, such reports at such times as are prescribed pursuant to this Agreement (or schedules to this Agreement), or as subsequently agreed upon by the parties pursuant to an amendment to this Agreement (or schedules to this Agreement). The Client agrees to examine each such report or copy provided to it promptly and will report or cause to be reported to Service Provider any errors or discrepancies therein.
(4) In addition to the Services listed below, Service Provider shall also perform such special accounting services, and furnish such reports, for the Client to the extent agreed upon by the Parties from time to time, for which the Client will pay Service Provider the amounts agreed upon between them. Service Provider shall also maintain accounts of investors on its investor record-keeping systems, and provide the following investor services in connection therewith:.
(a) Maintain the register of investors; process purchases, repurchases pursuant to tender offers or otherwise, compulsory repurchases, and transfers of Shares; maintain investor records, including cost basis accounting, account documentation files, establish account relationship linking/grouping (in particular with regard to intermediary relationships), record investor account information changes, and balance monthly transaction activity;
(b) Maintain investor information files, and microfiche and/or image all subscription applications and source documentation;
(c) Function as dividend agent including calculating, disbursing and recordkeeping for all dividends generated by the Client and maintaining a dividend reinvestment plan;
(d) Dealer/Load Processing. As mutually agreed, Service Provider shall:
(i) Calculate fees due under distribution and service plans.
(ii) Provide for payment of commission to intermediaries on shareholder purchases.
(e) Complete cash settlement between the Client, the Custodian, investors, and other third parties and reconcile the Client’s bank accounts;
(f) Prepare and issue investor confirmations (for all investors and their respective intermediary agent and other interested parties, unless agreed to otherwise by the Client on a case by case basis); upon investor request, prepare duplicate investor confirms;
(g) Except as otherwise agreed upon with the Client, prepare and issue monthly account statements to investors and their respective intermediary agent and other interested parties, and provide a monthly report of account activity per investor to the Investment Adviser; upon investor request, prepare duplicate account statements (special order account statements available for mutually agreed upon fees and mutually agreed upon timelines);
(h) Provide mailing labels for distribution of financial and tax reports, Offering Documents, Tender Offers, proxy statements, or marketing material to current investors;
(i) Review all incoming investor documentation to verify receipt of all information and documentation required by Service Provider in the performance of its services and obligations hereunder;
(j) To the extent information is made available to Service Provider, upon opening new accounts and periodically thereafter as reasonably directed by the Client, verify investor identity and check investor names against the lists of persons subject to economic and trade sanctions published by the U.S. Department of the Treasury, Office of Foreign Assets Control and Financial Crimes Enforcement Network, in each case as required by applicable U.S. laws and regulations;
(k) Each Client has developed and implemented a written anti-money laundering program (the “AML Program”) which is designed to satisfy the requirements of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act”), and the regulations promulgated thereunder (collectively, the “Act”), to the extent applicable to the Client. Pursuant to the Act, the Client can elect to delegate certain duties with respect to the implementation and operation of its AML Program to a service provider, including its transfer agent. Each Client is desirous of having Service Provider perform certain delegated duties pursuant to the AML Program and Service Provider accepts such delegation. In connection with the performance by Service Provider of the Delegated Duties, Service Provider understands and acknowledges that Client remain responsible for assuring compliance with the Act and that the records Service Provider maintains for the Client relating to the AML Program may be subject, from time to time, to examination and/or inspection by federal regulators in order that the regulators may evaluate such compliance. Service Provider hereby consents to such examination and/or inspection and agrees to cooperate with such federal examiners in connection with their review. For purposes of such examination and/or inspection, Service Provider will use reasonable efforts to make available, during normal business hours and on reasonable notice, requested records and information for review by such examiners. Service Provider shall comply with mutually agreed upon procedures to: implement the Client’s AML Program, including cash and cash equivalent procedures; screen account names and addresses against the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) list of Specially Designated Nationals and Blocked Persons (the “SDN list”) and list of embargoed countries; respond to requests for information from the Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”) pursuant to Section 314(a) of the Act submitted to the Service Provider by the Client; and shall further perform all services necessary to implement the AML Program.
(l) Create documentation to provide a basis for law enforcement authorities to trace illicit funds;
(m) Maintain all records or other documentation created or received by Service Provider pursuant to its services under this Agreement related to investor accounts and transactions therein that are required to be prepared and maintained pursuant to the AML Program, and make the same available for inspection by regulatory or law enforcement authorities, and otherwise make said records or other documents available at the direction of the Client;
(n) Compile investor replies to tender offers.
(o) The Client acknowledges and agrees that deviations from Service Provider’s written transfer agent compliance procedures may involve a substantial risk of loss. In the event an authorized representative of the Client requests that an exception be made from any written compliance or transfer agency procedures adopted by Service Provider, or adopted by the Client and approved by Service Provider (including any requirements of the Client’s AML Program), Service Provider may in its sole discretion determine whether to permit such exception. In the event Service Provider determines to permit such exception, the same shall become effective when set forth in a written instrument executed by an authorized representative of the Client (other than an employee of Service Provider) and delivered to Service Provider (an “Exception”); provided that an Exception concerning the requirements of the Client’s AML Program shall be authorized by the Client’s anti-money laundering compliance officer (“AML Compliance Officer”). An Exception shall be deemed to remain effective until the relevant instrument expires according to its terms (or if no expiration date is stated, until Service Provider receives written notice from the Client that such instrument has been terminated and the Exception is no longer in effect). Notwithstanding any provision of the Agreement or this Amendment that expressly or by implication provides to the contrary, as long as Service Provider acts in good faith and without willful misconduct, Service Provider shall have no liability for any loss, liability, expenses or damages to the Client resulting from the Exception, and the Client shall indemnify Service Provider and hold Service Provider harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages resulting to Service Provider therefrom.
(p) Provide Client with daily transaction reports (for both subscriptions and tenders) on a cumulative basis throughout each month.
(q) Provide a toll-free telephone line dedicated to the Client and personnel to respond to telephone inquiries from current and prospective intermediaries and shareholders.
(r) Prepare and distribute appropriate Internal Revenue Service forms for corresponding Fund and shareholder income and capital gains. The Service Provider’s delivery of the Services is dependent upon:
(A) The Client and its employees, agents, subcontractors and predecessor service providers (including Investment Advisors, Custodian and Intermediaries) providing necessary information and, as applicable, Instructions to the Service Provider promptly, accurately and in agreed formats and by agreed media.
(B) The Client and its employees, agents, subcontractors and predecessor service providers cooperating where reasonably required with the Service Provider.
(C) The communications systems operated by the Client and third parties (other than Administrative Support Providers) in respect of activities that interface with the Services remaining fully operational.
(D) The authority, accuracy, truth and completeness of any information or data provided by the Client and its employees, agents, subcontractors and predecessor service providers (including Investment Advisors, Custodian and Intermediaries) that is reasonably requested by the Service Provider or is otherwise provided to the Service Provider by Persons for whom the Service Provider is not responsible under the Agreement.
(E) The Client and its employees, agents, subcontractors and predecessor service providers (including Investment Advisors, Custodian and Intermediaries) providing the Service Provider with any reasonable assistance and cooperation requested by the Service Provider in connection with the management and resolution of discrepancies requiring escalation between the Parties.
(F) The Client informing the Service Provider on a timely basis of any modification to, or replacement of, any agreement to which it is a party that is relevant to the provision of the Services.
(G) The Client and any third parties that are not the agents or employees of the Service Provider meeting their respective responsibilities, as set forth in the Agreement and, with respect to such third parties, as listed in the Services Schedule or agreed by the Client or such third parties from time to time, including applicable cut-off times.
Appears in 1 contract
Samples: Joinder Agreement (Blackstone Alternative Alpha Fund)
