Exhibit J-3
ADMINISTRATION AGREEMENT
AGREEMENT (the "Agreement"), dated as of April 21, 2004 (the
"Effective Date"), by and among NT Alpha Strategies Fund (the "Fund"), a
Delaware statutory trust, Caledonian Bank & Trust Limited, as trustee (the
"Trustee") of NT Alpha Strategies Series Master Trust, a Unit Trust organized
and existing under the laws of the Cayman Islands (the "Trust"), and Northern
Trust Investments, N.A., a national banking association (the "Administrator").
WITNESSETH:
WHEREAS, the Fund is registered as an closed-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Fund and the Trust desire to retain the Administrator to
render certain administrative services with respect to the Fund and the Trust,
as the same may be amended from time to time by the parties hereto, and the
Administrator is willing to render such services.
NOW, THEREFORE, in consideration of the premises and mutual covenants
set forth herein and intending to be legally bound hereby, the parties hereto
agree as follows:
1. Definitions.
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Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:
(a) "Advisory Agreement" shall mean the Investment Management
Agreement between the Fund and Northern Trust Global Advisors, Inc.
made as of April 21, 2004, as currently in effect and as amended
and/or superseded from time to time.
(b) "Assign" and "Assignment" shall have the same meaning
herein as the term "assignment" has in the 1940 Act.
(c) "Authorized Person" shall be deemed to include (i) any
Board Member or officer of the Fund; or (ii) any person, whether or
not such person is an officer or employee of the Fund, duly authorized
to give Oral Instructions or Written Instructions on behalf of the
Fund as indicated in writing to the Administrator from time to time.
(d) "Board Members" shall mean the Trustees of the governing
body of the Fund.
(e) "Board of Trustees" shall mean the Board of Trustees of
the Fund.
(f) "By-Laws" shall mean the By-Laws of the Fund as the same
may be amended from time to time.
(g) "Commission" shall mean the Securities and Exchange
Commission.
(h) "Confidential Offering Memorandum" shall mean the Fund's
Confidential Offering Memorandum, including any supplements thereto if
any.
(i) "Custodian" refers to any custodian or subcustodian of
securities and other property, which the Fund may from time to time
deposit, or cause to be deposited or held under the name or account of
such a custodian pursuant to a custody agreement.
(j) "Declaration of Trust" shall mean the Declaration of
Trust of the Fund, as the same may be amended from time to time.
(k) "1940 Act" shall mean the Investment Company Act of 1940
and the rules and regulations promulgated thereunder, all as amended
from time to time.
(l) "Oral Instructions" shall mean instructions, other than
Written Instructions, actually received by the Administrator from a
person reasonably believed by the Administrator to be an Authorized
Person.
(m) "Units" refers collectively to such Units of capital
stock or beneficial interest, as the case may be, or class thereof, of
the Fund as may be issued from time to time.
(n) "Written Instructions" shall mean a written communication
signed by a person reasonably believed by then Administrator to be an
Authorized Person and actually received by the Administrator. Written
instructions shall include manually executed originals and authorized
electronic transmissions, including telefacsimile of a manually
executed original or other process.
2. Appointment of the Administrator.
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The Fund and the Trust hereby appoint The Administrator for the period
and on the terms set forth in this Agreement. The Administrator accepts such
appointment and agrees to render the services herein set forth for the
compensation herein provided. This Agreement shall be effective and binding on
the parties hereto as of the effective Date
3. Duties of the Administrator.
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3.1 Subject to the general supervision of the Board of Trustees, the
Administrator shall provide supervision of all aspects of the Fund's operations
and the Trust's operations and perform the customary services of an
administrator, including but not limited to the corporate secretarial, treasury
and blue sky services set forth in Schedule A to this Agreement
3.2 In performing their duties under this Agreement, the
Administrator: (a) will act in accordance with the Declaration of Trust,
By-Laws, Confidential Offering Memorandum and with the Oral Instructions and
Written Instructions of the Fund and the Trust and will conform to and comply
with the requirements of the 1940 Act and all other applicable federal or state
laws and regulations; and (b) will consult with legal counsel to the Fund or
the Trust, as necessary and appropriate. Furthermore, the Administrator shall
not have or be required to have any authority to supervise the investment or
reinvestment of the securities or other properties which comprise the assets of
the Fund or the Trust and shall not provide any investment advisory services to
the Fund or the Trust under this Agreement.
3.3 In addition to the duties set forth herein, the Administrator
shall perform such other duties and functions, and shall be paid such amounts
therefor, as may from time to time be agreed upon in writing between the
Administrator and the Fund or the Trust.
3.4 The services of the Administrator hereunder is not deemed
exclusive and the Administrator shall be free to render similar services to
others so long as its services under this Agreement are not impaired thereby.
4. Recordkeeping and Other Information.
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4.1 The Administrator shall create and maintain all records required
of it pursuant to its duties hereunder and as set forth in Schedule A in
accordance with all applicable laws, rules and regulations, including records
required by Section 31(a) of the 1940 Act. Where applicable, such records shall
be maintained by the Sub-Administrator for the periods and in the places
required by Rule 31a-2 under the 1940 Act.
4.2 To the extent required by Section 31 of the 1940 Act, the
Administrator agrees that all such records prepared or maintained by the
Administrator relating to the services to be performed by the Administrator
hereunder are the property of the Fund or the Trust and will be preserved,
maintained and made available in accordance with such section, and will be
surrendered promptly to the Fund or the Trust on and in accordance with the
Fund's or the Trust's request.
5. Fund Instructions.
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5.1 The Administrator will have no liability when acting upon Written
or Oral Instructions reasonably believed to have been executed or orally
communicated by an Authorized Person and will not be held to have any notice of
any change of authority of any person until receipt of a Written Instruction
thereof from the Fund or the Trust.
5.2 At any time, the Administrator may request Written Instructions
from the Fund or the Trust and may seek advice from legal counsel for the Fund
or the Trust, or its own legal counsel, with respect to any matter arising in
connection with this Agreement, and it shall not be liable for any action taken
or not taken in good faith in accordance with such Written Instructions or in
accordance with the opinion of counsel for the Fund, for the Trust or for the
Administrator. Written Instructions requested by the Administrator will be
provided by the Fund or the Trust within a reasonable period of time.
5.3 The Administrator, its officers, agents or employees, shall accept
Oral Instructions or Written Instructions given to them by any person
representing or acting on behalf of the Fund only if said representative is an
Authorized Person. The Fund agrees that all Oral Instructions shall be followed
within one business day by confirming Written Instructions, and that the Fund's
failure to so confirm shall not impair in any respect the Administrator's right
to rely on Oral Instructions.
6. Compensation.
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6.1 The Administrator will from time to time employ or associate with
itself such person or persons as the Administrator may believe to be
particularly suited to assist it in performing services under this Agreement.
Such person or persons include officers and employees who are employed by both
the Administrator and the Fund. The Administrator shall pay the compensation of
such person or persons and no obligation shall be incurred on behalf of the
Fund or the Trust in such respect.
6.2 The Administrator shall not be required to pay any of the
following expenses incurred by the Fund: membership dues in the Investment
Company Institute or any similar organization; investment advisory fees;
custody and transfer agency fees; fees paid under any service or distribution
plan adopted by the Fund; costs of printing and mailing stock certificates;
costs of typesetting and printing of the Confidential Offering Memorandum for
regulatory purposes and for distribution to existing Unitholders; costs of
Unitholders' reports and notices; interest on borrowed money; brokerage
commissions; stock exchange listing fees; taxes and fees payable to federal,
state and other governmental agencies; fees of Board Members of the Fund who
are not affiliated with the Administrator, outside auditing expenses; outside
legal expenses; blue sky registration or filing fees; or other expenses not
specified in this Section 6.2 which may be properly payable by the Fund. The
Administrator shall not be required to pay any blue sky registration or filing
fees unless and until they have received the amount of such fees from the Fund.
6.3 The Fund will compensate the Administrator for the performance of
its obligations hereunder in accordance with the fees and charges set forth in
the written Fee Schedule annexed hereto as Schedule B and incorporated herein.
6.4 During the term of this Agreement, the Administrator will pay all
expenses incurred by it in connection with the performance of its duties under
Section 3 and Section 4 hereof, other than those items listed in Section 6.2.
6.5 Any compensation agreed to hereunder may be adjusted from time to
time by the unanimous consent of the parties.
7. Documents.
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In connection with the appointment of the Administrator, the Fund and
the Trust shall, on or before the Effective Date, but in any case within
reasonable period of time for the Administrators to prepare to perform its
duties hereunder, deliver or caused to be delivered to the Administrator the
documents set forth in the written schedule of fund documents annexed hereto as
Schedule C.
Representations and Warranties.
7.1 The Administrator represents and warrants to the Fund and the
Trust that:
(a) it is duly organized, existing and in good standing under
the laws of the jurisdiction in which it is organized;
(b) it is empowered under applicable laws and by its
Agreement and Declaration of Trust and By-Laws to enter into and
perform the services contemplated by this Agreement;
(c) all requisite corporate proceedings have been taken to
authorize it to enter into this Agreement; and
(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.
7.2 Each of the Fund and the Trust represents and warrants to
The Administrator that:
(a) it is duly organized, existing and in good standing under
the laws of the jurisdiction in which it is organized;
(b) it is empowered under applicable laws and by its
Agreement and Declaration of Trust and By-Laws to enter into this
Agreement; and
(c) all proceedings required by said Agreement and
Declaration of Trust, By-Laws and applicable laws have been taken to
authorize it to enter into this Agreement.
8. Indemnification.
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8.1 The Fund shall indemnify and hold the Administrator harmless from
and against any and all claims, costs, expenses (including reasonable
attorneys' fees), losses, damages, charges, payments and liabilities of any
sort or kind which may be asserted against the Administrator or for which the
Administrator may be held to be liable in connection with this Agreement or the
Administrator's performance hereunder (a "Claim"), unless such Claim resulted
from; (a) the willful misfeasance, bad faith or negligence of the Administrator
in the performance of its duties hereunder, or by reason of its reckless
disregard thereof; or (b) the Administrator's breach of Section 13 of this
Agreement.
8.2 The Fund agrees and acknowledges that the Administrator has not
prior to April 21, 2004 assumed, and will not assume, any obligations or
liabilities arising out of the conduct by the Fund or its administrator prior
to such date of those duties which the Administrator has agreed to perform
pursuant to this Agreement. The Fund further agrees to indemnify the
Administrator against any losses, claims, damages or liabilities to which the
Administrator may become subject in connection with the conduct by the Fund of
such duties prior to April 21, 2004.
8.3 The Administrator jointly and severally shall indemnify and hold
the Fund harmless from and against any and all claims, costs, expenses
(including reasonable attorneys' fees), losses, damages, charges, payments and
liabilities of any sort or kind which may be asserted against the Fund or for
which the Fund may be held to be liable in connection with this Agreement or
the Fund's performance hereunder (a "Claim"), provided that such Claim resulted
from: (a) the willful misfeasance, bad faith or negligence of the Administrator
in the performance of its duties hereunder, or by reason of its reckless
disregard thereof; or (b) the Administrator's breach of Section 13 of this
Agreement.
8.4 In any case in which one party (the "Indemnifying Party") may be
asked to indemnify or hold another party (the "Indemnified Party") harmless,
the Indemnified Party will notify the Indemnifying Party in writing promptly
after identifying any situation which it believes presents or appears likely to
present a claim for indemnification (an "Indemnification Claim") against the
Indemnifying Party, although the failure to do so shall not relieve the
Indemnifying Party, from any liability which it may otherwise have to the
Indemnified Party, and the Indemnified Party shall keep the Indemnifying Party
advised with respect to all developments concerning such situation. The
Indemnifying Party shall be entitled to participate at its own expense in the
defense, or if it so elects, to assume the defense of, any Indemnification
Claim which may be the subject of this indemnification, and, in the event that
the Indemnifying Party so elects, such defense shall be conducted by counsel of
good standing chosen by the Indemnifying Party and approved by the Indemnified
Party, which approval shall not be unreasonably withheld. In the event the
Indemnifying Party elects to assume the defense of any such Indemnification
Claim and retain such counsel, the Indemnified Party shall bear the fees and
expenses of any additional counsel retained by the Indemnified Party. In the
event that the Indemnifying Party does not elect to assume the defense of any
such Indemnification Claim, or in case the Indemnified Party reasonably does
not approve of counsel chosen by the Indemnifying Party, or in case there is a
conflict of interest between the Indemnifying Party or the Indemnified Party,
the Indemnifying Party will reimburse the Indemnified Party for the fees and
expenses of any counsel retained by the Indemnified Party. The Indemnified
Party will not confess any Indemnification Claim or make any compromise in any
case in which the Indemnifying Party will be asked to provide indemnification,
except with the Indemnifying Party's prior written consent. The obligations of
the parties hereto under this Section 10 shall survive the termination of this
Agreement.
9. Standard of Care.
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9.1 The Administrator shall at all times act in good faith and agree
to use their best efforts within commercially reasonable limits to ensure the
accuracy of all services performed under this Agreement, but assume no
responsibility for loss or damage to the Fund unless said errors are caused by
the Administrator willful misfeasance, bad faith or negligence in the
performance of their duties hereunder, or by reason of their reckless disregard
thereof.
9.2 Each party shall have the duty to mitigate damages for which
another party may become responsible.
9.3 Without in any way limiting the foregoing, in the event the
Administrator shall provide blue sky services to the Fund, the Administrator
shall have no liability for failing to file on a timely basis any material to
be provided by the Fund or its designee that the Administrator has not received
on a timely basis from the Fund or its designee, nor shall the Administrator
have any responsibility to review the accuracy or adequacy of materials they
receive from the Fund or its designee for filing; nor shall the Administrator
have any liability for monetary damages for the sale of securities in
jurisdictions where Units are not properly registered, or in jurisdictions
where Units are sold in excess of the lawfully registered amount, unless such
failure of proper registration or excess sales is due to the willful
misfeasance, bad faith or negligence of the Administrator, or the reckless
disregard of their duties hereunder. The Administrator shall not be liable for
any errors which result from inaccurate or inadequate information reported to
the Administrator directly or indirectly from the Fund's transfer agent. The
Administrator shall be under no obligation to investigate or confirm the
accuracy or adequacy of any information provided to the Administrator by the
Fund's transfer agent.
9.4 NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO
EVENT SHALL ANY PARTY, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS,
TRUSTEES, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE TO ANY OTHER
PARTY FOR CONSEQUENTIAL DAMAGES.
10. Term and Termination.
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10.1 This Agreement shall be effective on the Effective Date and,
unless sooner terminated as provided herein, shall continue until March 31,
2005 (the "Initial Term").
10.2 Upon the expiration of the Initial Term; this Agreement shall
continue automatically for successive one-year terms ("Renewal Terms") with
respect to the Fund, provided such continuance is specifically approved at
least annually by (i) the Board of Trustees or (ii) by a vote of a majority (as
defined in the 1940 Act and Rule 18f-2 thereunder) of the outstanding voting
securities of the Fund, provided that in either event the continuance is also
approved by a majority of the Board Members who are not parties to this
Agreement and who are not interested persons (as defined in the 0000 Xxx) of
any party to this Agreement, by vote cast in person at a meeting called for the
purpose of voting on such approval.
10.3 The Fund may terminate this Agreement at any time after the
Initial Term, with or without cause, and without penalty, on at least sixty
(60) days written notice to the Administrator.
10.4 The Administrator may terminate this Agreement with respect to
itself at any time after the Initial Term, with or without cause, and without
penalty, on at least sixty (60) days written notice to the Fund.
10.5 In the event this Agreement: (a) is terminated by the Fund
pursuant to Section 12.5 or Section 12.8 hereof, or (b) is not continued after
the expiration of the Initial Term or any Renewal Term, all reasonable expenses
associated with the movement of records and materials and conversion thereof to
a successor administrator shall be borne by the Administrator, and the Fund
shall not be responsible for the Administrator's costs associated with such
termination; provided, however, that such expenses shall not exceed $25,000 in
the event this Agreement is not continued after the expiration of the Initial
Term or any Renewal Term. In the event this Agreement is terminated by the Fund
pursuant to any other provision of this Agreement, all reasonable expenses
associated with conversion to a successor administrator shall be borne by the
Fund.
10.6 Notwithstanding anything contained in this Agreement to the
contrary, unless this Agreement is terminated pursuant to Section 12.5, Section
12.6 or Section 12.8 hereof, should the Fund move any of the services provided
by the Administrator hereunder to a successor service provider during the
Initial Term, or should, during the Initial Term, all or substantially all of
the Fund's assets be merged with or purchased by another entity which does not
utilize the services of the Administrator, the Administrator shall be entitled
to receive fees from the Fund for the period from the date of such movement,
merger or purchase until the end of the Initial Term (the "Unexpired Term").
The fees payable for the Unexpired Term shall be accelerated to the date of
such movement, merger or purchase and shall be calculated in accordance with
Section 6.3 herein at the asset levels on such date.
10.7 The Fund may terminate this Agreement upon its Assignment by the
Administrator unless the conditions to an Assignment as set forth in Section 15
hereof have been satisfied.
11. Confidentiality.
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11.1 The parties agree that the Proprietary Information (defined
below) is confidential information of the parties and their respective
licensers. The Fund and the Administrator shall exercise at least the same
degree of care, but not less than reasonable care, to safeguard the
confidentiality of the Proprietary Information of each other as they would
exercise to protect their own Proprietary Information. The Fund and the
Administrator may use the Proprietary Information only to exercise their
respective rights or perform their respective duties under this Agreement.
Except as otherwise required by law, the Fund and the Administrator shall not
duplicate, sell or disclose to others the Proprietary Information of the other,
in whole or in part, without the prior written permission of the affected
party. The Fund and the Administrator may, however, disclose Proprietary
Information to their respective employees who have a need to know the
Proprietary Information to perform work for the other, provided that the Fund
and the Administrator shall use reasonable efforts to ensure that the
Proprietary Information is not duplicated or disclosed by their respective
employees in breach of this Agreement. The Fund and the Administrator may also
disclose the Proprietary Information to independent contractors, auditors and
professional advisors, provided they first agree in writing to be bound by
confidentiality obligations substantially similar to this Section 14.1.
Notwithstanding the previous sentence, in no event shall either the Fund or the
Administrator disclose the Proprietary Information to any competitor of the
other without specific, prior written consent.
11.2 Proprietary Information means:
(a) any data or information that is competitively sensitive
material, and not generally known to the public, including, but not
limited to, information about product plans, marketing strategies,
finance, operations, customer relationships, customer profiles, sales
estimates, business plans, and internal performance results relating
to the past, present or future business activities of the Fund or the
Administrator, their respective subsidiaries and affiliated companies
and the customers, clients and suppliers of any of them;
(b) any scientific or technical information, design, process,
procedure, formula or improvement that is commercially valuable and
secret in the sense that its confidentiality affords the Fund or the
Administrator a competitive advantage over their competitors;
(c) all confidential or proprietary concepts, documentation,
reports, data, specifications, computer software, source code, object
code, flow charts, databases, inventions, know-how, show-how and trade
secrets, whether or not patentable or copyrightable;
(d) all documents, inventions, substances, engineering and
laboratory notebooks, drawings, diagrams, specifications, bills of
material, equipment, prototypes and models, and any other tangible
manifestation of the foregoing of any party hereto which now exist or
come into the control or possession of the other; and
(e) with respect to the Fund, all records and other
information relative to the Fund and its prior, present or potential
Unitholders (and clients of such Unitholders).
11.3 The obligations of confidentiality and restriction on use herein
shall not apply to any Proprietary Information that a party proves: (a) Was in
the public domain prior to the date of this Agreement or subsequently came into
the public domain through no fault of such party; or
(a) Was lawfully received by the party from a third party
free of any obligation of confidence to such third party; or
(b) Was already in the possession of the party prior to
receipt thereof; directly or indirectly, from the other party; or
(c) Is required to be disclosed in a judicial or
administrative proceeding after all reasonable legal remedies for
maintaining such information in confidence have been exhausted
including, but not limited to, giving the other party as much advance
notice of the possibility of such disclosure as practical so the other
party may attempt to stop such disclosure or obtain a protective order
concerning such disclosure; or
(d) Is subsequently and independently developed by employees,
consultants or agents of the party without reference to the
Proprietary Information disclosed under this Agreement.
11.4 Notwithstanding the foregoing, it is hereby understood and agreed
by the parties hereto that any marketing strategies, customer profiles or
administrative, business plans or similar items prepared or developed by the
Administrators for the benefit of the Fund shall be considered the Proprietary
Information of the Fund and nothing in this Agreement shall be construed to
prevent or prohibit the Fund from disclosing such Proprietary Information to a
successor administrator.
11.5 The obligations of the parties hereto under this Section 13 shall
survive the termination of this Agreement.
12. Force Majeure.
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No party shall be liable for any default or delay in the performance
of its obligations under this Agreement if and to the extent such default or
delay is caused, directly or indirectly, by circumstances beyond such party's
reasonable control. In any such event, the non-performing party shall be
excused from any further performance and observance of the obligations so
affected only for as long as such circumstances prevail and such party
continues to use commercially reasonable efforts to recommence performance or
observance as soon as practicable.
13. Assignment and Subcontracting.
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This Agreement, its benefits and obligations shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
permitted assigns. This Agreement may not be Assigned or otherwise transferred
by any party hereto without the prior written consent of the other parties;
provided, however, that each party may, in its sole discretion, Assign all its
right, title and interest in this Agreement to an entity controlling,
controlled by, or under common control with, such party, provided that the
Board of Trustees in its sole discretion reasonably determines within ninety
(90) days of receiving written notice of such Assignment that: (i) the
financial capacity of a Administrator's assignee is not materially less than
that of the Administrator; (ii) the nature and quality of the services to be
provided hereunder are not materially adversely affected by such Assignment;
and (iii) the quality and capability of the personnel and facilities of the
Administrator's assignee are not materially less than those of the
Co-Administrator. The Administrator may, in its sole discretion, engage
subcontractors to perform any obligations contained in this Agreement that they
are otherwise required to perform hereunder, provided that the Administrator
shall be responsible for all compensation payable to such subcontractors and
shall remain responsible for the acts and omissions of such subcontractors to
the same extent that the Administrator is hereunder.
14. Notice.
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Any notice or other instrument authorized or required by this
Agreement to be given in writing to the Fund or the Administrator shall be
sufficiently given if addressed to a party and received by it at its office set
forth below or at such other place as it may from time to time designate in
writing.
To the Fund:
Xxxxxx X. XxXxxxxxx
NT Alpha Strategies Fund
00 Xxxxx XxXxxxx Xxxxxx - X-00
Xxxxxxx, XX 00000
To the Trust:
NT Alpha Strategies Series Master Trust
c/o The Northern Trust Company
00 Xxxxx XxXxxxx Xxxxxx - X-0
Xxxxxxx, XX 00000
To The Administrator:
Xxxxx X. Xxxxxxxx, Esq.
The Northern Trust Company
00 Xxxxx XxXxxxx Xxxxxx - X-0
Xxxxxxx, XX 00000
15. Governing Law/Venue.
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The laws of the State of Delaware shall govern the interpretation,
validity, and enforcement of this Agreement.
16. Counterparts.
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This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original; but such counterparts shall, together,
constitute only one instrument.
17. Captions.
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The captions of this Agreement are included for convenience of
reference only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect.
18. Publicity.
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No party shall release or publish news releases, public announcements,
advertising or other publicity relating to this Agreement or to the
transactions contemplated by it without the prior review and written approval
of the other parties; provided, however, that a party may make such disclosures
as are required by legal, accounting or regulatory requirements after making
reasonable efforts in the circumstances to consult in advance with the other
parties.
19. Entire Agreement; Severability.
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19.1 This Agreement, including all Schedules hereto, constitutes the
entire Agreement between the parties with respect to the subject matter hereof
and supersedes all prior and contemporaneous proposals, agreements, contracts,
representations and understandings, whether written or oral, between the
parties with respect to the subject matter hereof. No change, termination,
modification or waiver of any term or condition of the Agreement shall be valid
unless in writing signed by each party. No such writing shall be effective as
against the Fund unless said writing is executed by the Chairman of the Board
of Trustees or another person specifically designated by the Board of Trustees.
No such writing shall be effective as against the Trust unless said writing is
executed by the Trustee or another person specifically designated by the
Trustee. No such writing shall be effective as against The Administrator unless
said writing is executed by the Vice President, Senior Vice President,
Executive Vice President or President of the Administrator. A party's waiver of
a breach of any term or condition in the Agreement shall not be deemed a waiver
of any subsequent breach of the same or another term or condition,
19.2 The parties intend every provision of this Agreement to be
severable. If a court of competent jurisdiction determines that any term or
provision is illegal or invalid for any reason, the illegality or invalidity
shall not affect the validity of the remainder of this Agreement. In such case,
the parties shall in good faith modify or substitute such provision consistent
with the original intent of the parties. Without limiting the generality of
this paragraph, if a court determines that any remedy stated in this Agreement
has failed of its essential purpose, then all other provisions of this
Agreement shall remain fully effective.
20. Board Member and Unitholder Liability.
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This Agreement is executed by or on behalf of the Fund and the
obligations hereunder are not binding upon any of the Board Members, officers
or Unitholders of the Fund individually.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed all as of the Effective Date.
NT ALPHA STRATEGIES FUND
By: _____________________________
Name: _____________________________
Title:_____________________________
CALEDONIAN BANK & TRUST LIMITED, as
Trustee of NORTHERN TRUST ALPHA
STRATEGIES MASTER SERIES TRUST
By: _____________________________
Name: _____________________________
Title:_____________________________
NORTHERN TRUST INVESTMENTS, N.A.
By: _____________________________
Name: _____________________________
Title:_____________________________
SCHEDULE A
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DUTIES OF THE ADMINISTRATOR
A. Maintaining office facilities (which may be in the office of the
Administrator or a corporate affiliate) and furnishing corporate officers for
the Fund.
B. Furnishing data processing services, clerical services, and executive and
administrative services and standard stationary and office supplies;
C. Performing all functions ordinarily performed by the office of a corporate
treasurer, and furnishing the services and facilities ordinarily incident
thereto, as follows:
o Expense accrual monitoring and payment of the Fund's and the Trust's
bills, preparing monthly reconciliation of the Fund's and the Trust's
expense reports and updating projections of annual expenses
o Determining dividends, if any
o Calculating yields and total returns
o Preparing materials for review by the Trustees or the Trust's Trustee
o Tax and financial counsel
o Reporting Fund statistical information to investment company reporting
services and associations (i.e. Lipper Analytical Services, Inc.)
o Compliance testing
D. Preparing and submitting reports to Fund Unitholders and Trust Unitholders
and the Commission, including but not limited to, annual reports, semi-annual
reports, Form N-SAR, Form N-SCR, Form N-30-D;
E. Preparing and printing financial statements;
F. Preparing monthly Fund profile reports and Trust profile reports;
G. Preparing and filing the Fund's and Trust's federal and state tax returns,
as applicable, (other than those required to be filed by the Fund's custodian
or transfer agent) and providing Unitholders tax information to the Fund's
transfer agent and the Trust's transfer agent, as applicable;
H. Assisting the Fund's investment manager and the Trust's investment manager,
at the manager's request, in monitoring and developing compliance procedures
for the Fund and the Trust, which will include, among other matters, procedures
to assist the manager in monitoring compliance with the Fund's and the Trust's
investment objectives, policies, restrictions, tax matters and applicable laws
and regulations;
I. Assisting in marketing strategy and product development;
J. Performing oversight/management responsibilities, including the following: o
Supervision and coordination of transfer agent o Supervision and coordination
of Fund and Trust custodians o Vendor management and invoicing o Daily report
coordination o Media relations o Sales literature form and development o Fund
operations and coordination o Management of auditor relationship o Oversight of
Fund and Trust compliance and tax functions
K. Performing "blue sky" compliance as follows:
o Effecting and maintaining the registration of Units of the Fund for
sale under the securities laws of the jurisdictions listed in the
Written Instructions of the Fund, which instructions will include the
amount of Units to be registered as well as the warning threshold to
be maintained.
o Filing with each appropriate jurisdiction the appropriate materials
relating to the Fund
o In the event sales of the Units in a particular jurisdiction reach or
exceed the warning levels provided in the Written Instructions of the
Fund, the Administrator will promptly notify the Fund with a
recommendation of the amount of Units to be registered in such
jurisdiction and the relevant fee
o If the Administrator is instructed by the Fund not to register Units
in a particular jurisdiction, the Administrator will use its best
efforts to cause any sales in such jurisdictions to be blocked, and
such sales will not be reported to the Administrators as sales of
Units of the Fund
L. Performing corporate secretarial services including the following:
o Assist in maintaining corporate records and good standing status of
Fund in its state of organization
o Develop and maintain calendar of annual and quarterly board approvals
and regulatoryfilings
o Prepare notice, agenda, memoranda, resolutions and background
materials for legal approvals at quarterly and special board meetings
and committee meetings; assemble and distribute board materials for
board meetings and committee meetings; attend meetings; make
presentations where appropriate; prepare minutes; follow up on issues;
prepare such periodic and special reports as the Board of Trustee's
request
o Provide support for written consent votes where needed
M. Monitoring the Fund's and the Trust's arrangements with respect to services
provided institutions ("Servicing Agents") to their customers who are the
beneficial owners of Units, pursuant to agreements ("Servicing Agreements")
between the Fund or the Trust and such Servicing Agents including:
o Review the qualifications of Servicing Agents wishing to enter into
Servicing Agreements
o Assist in the execution and delivery of Servicing Agreements
o Report to the Board of Trustees or the Trust's Trustee with respect to
the amounts paid or payable by the Fund or by the Trust from time to
time under the Servicing Agreements and the nature of the services
provided by Servicing Agents
o Maintain appropriate records in connection with their monitoring duties
N. Performing the following legal services:
o Prepare and file amendments to the Fund's Registration Statement and
other filings, as necessary
o Prepare and file Forms N-SAR and N-SCR
o Prepare and file Annual Reports and Semi-Annual Reports
o Communicate significant regulatory and or legislative developments to
Fund management and Board of Trustees and provide related planning
assistance
o Consult with Fund management regarding portfolio compliance and Fund
corporate and regulatory issues as needed
o Maintain effective communication with Fund Counsel and Independent
Trustee Counsel
o Arrange D&O/E&O insurance and fidelity bond coverage for Fund
o Monitor Fund's assets to assure adequate fidelity bond coverage
o Assist in monitoring Fund Code of Ethics reporting and provide such
reports to the person designated under such Code
o Monitor litigation by outside counsel and non-routine regulatory
matters
o Assist in managing Securities and Exchange Commission audits of the
Fund at the investment manager's place of business
o Review sales materials and advertising for compliance
o Assist in developing compliance guidelines and procedures to improve
overall compliance by Fund service providers
o Prepare compliance manuals
SCHEDULE B
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For the services rendered, expenses assumed, facilities furnished and
payments made by the Administrator, as provided for in this Agreement, the Fund
on the first business day of each month, will pay to the Administrator, a fee
for the previous month at the annualized rates listed below.
1. Standard Annual Fees: 0.10% of the Net Asset Value of the Fund
SCHEDULE C
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FUND DOCUMENTS
o Certified copy of the Declaration of Trust of the Fund
o Certified copy of the By-Laws of the Fund
o Copy of the resolution of the Board of Trustees authorizing the
execution and delivery of this Agreement
o Copies of all agreements between the Fund and its service providers
o The Fund's Confidential Offering Memorandum and registration statement
