Exhibit J-4
SUB-ADMINISTRATION SERVICES AGREEMENT
THIS AGREEMENT is made as of April 21, 2004 by and between
International Fund Services (N.A.), L.L.C., a limited liability company
("IFS"), and Northern Trust Investments, N.A., a national banking association,
(the "Company").
W I T N E S S E T H :
WHEREAS, the Company provides administration services to the NT Alpha
Strategies Fund (the "Fund"), which is registered as a closed-end management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Company wishes to retain IFS to provide data aggregation
and price price verification services with respect to the Fund, and IFS wishes
to furnish such services.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, and intending to be legally bound hereby the
parties hereto agree as follows:
1. Definitions. As Used in this Agreement:
(a) "1933 Act" means the Securities Act of 1933, as amended.
(b) "1934 Act" means the Securities Exchange Act of 1934, as
amended.
(c) "Authorized Person" means any officer of the Company or Fund
and any other person duly authorized by the Company's or
Fund's Board of Directors or Trustees to give Oral
Instructions and Written Instructions on behalf of the
Company or the Fund. An Authorized Person's scope of
authority may be limited by setting forth such limitation in
a written document signed by both parties hereto.
(d) "Oral Instructions" mean oral instructions received by IFS
from an Authorized Person or from a person reasonably
believed by IFS to be an Authorized Person. IFS may, in its
sole discretion in each separate instance, consider and rely
upon instructions it receives from an Authorized Person via
electronic mail as Oral Instructions.
(e) "SEC" means the Securities and Exchange Commission.
(f) "Securities Laws" means the 1933 Act, the 1934 Act and the
0000 Xxx.
(g) "Subfund" means each collective investment vehicle which the
Fund shall invest in from time to time.
(h) "Units" means the units of beneficial interest of the Fund.
(i) "Written Instructions" mean written instructions signed by
an Authorized Person and received by IFS. The instructions
may be delivered by hand, mail, tested telegram, cable,
telex or facsimile sending device.
2. Appointment. The Company hereby appoints IFS to provide data
aggregation and price price verification services with respect to the
Fund, in accordance with the terms set forth in this Agreement. IFS
accepts such appointment and agrees to furnish such services.
3. Compliance with Rules and Regulations.
IFS undertakes to comply with all applicable requirements of the
Securities Laws, and any laws, rules and regulations of governmental
authorities having jurisdiction with respect to the duties to be
performed by IFS hereunder. Except as specifically set forth herein,
IFS assumes no responsibility for such compliance by the Company, the
Fund or other entity.
4. Instructions.
(a) IFS shall be entitled to rely upon any Oral Instruction or
Written Instruction it receives from an Authorized Person
(or from a person reasonably believed by IFS to be an
Authorized Person) pursuant to this Agreement. IFS may
assume that any Oral Instruction or Written Instruction
received hereunder is not in any way inconsistent with the
provisions of organizational documents or this Agreement or
of any vote, resolution or proceeding of the Fund's Board of
Directors or Trustees or of the Fund's Unitholders, unless
and until IFS receives Written Instructions to the contrary.
(b) The Company agrees to forward to IFS Written Instructions
confirming Oral Instructions (except where such Oral
Instructions are given by IFS or its affiliates) so that IFS
receives the Written Instructions by the close of business
on the same day that such Oral Instructions are received.
The fact that such confirming Written Instructions are not
received by IFS or differ from the Oral Instructions shall
in no way invalidate the transactions or enforceability of
the transactions authorized by the Oral Instructions or
IFS's ability to rely upon such Oral Instructions.
5. Right to Receive Advice.
(a) Advice of the Company. If IFS is in doubt as to any action
it should or should not take, IFS may request directions or
advice, including Oral Instructions or Written Instructions,
from the Company.
(b) Advice of Counsel. If IFS shall be in doubt as to any
question of law pertaining to any action it should or should
not take, IFS may request advice from counsel of its own
choosing (who may be counsel for the Company, the Fund, the
Fund's investment adviser or IFS, at the option of IFS.)
(c) Protection of IFS. IFS shall be indemnified by the Company
and without liability for any action IFS takes or does not
take in reliance upon directions or advice or Oral
Instructions or Written Instructions IFS receives from or on
behalf of the Company or from counsel and which IFS
believes, in good faith, to be consistent with those
directions or advice and Oral Instructions or Written
Instructions. Nothing in this section shall be construed so
as to impose an obligation upon IFS (i) to seek such
directions or advice or Oral Instructions or Written
Instructions, or (ii) to act in accordance with such
directions or advice or Oral Instructions or Written
Instructions.
6. Information; Visits.
(a) The information pertaining to the Fund which is in the
possession or under the control of IFS shall be the property
of the Fund. Such information shall be prepared and
maintained as required by the 1940 Act and other applicable
securities laws, rules and regulations. The Company and
Authorized Persons shall have access to such information at
all times during IFS's normal business hours. Upon the
reasonable request of the Company, copies of any such
information shall be provided by IFS to the Company or to an
Authorized Person, at the Company's expense.
7. Confidentiality. Each party shall keep confidential any information
relating to the other party's business ("Confidential Information").
Confidential Information shall include (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, finances, operations, customer
relationships, customer profiles, customer lists, sales estimates,
business plans, and internal performance results relating to the
past, present or future business activities of the Company or IFS,
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 Company or IFS a competitive
advantage over its competitors; (c) all confidential or proprietary
concepts, documentation, reports, data, specifications, computer
software, source code, object code, flow charts, databases,
inventions, know-how, and trade secrets, whether or not patentable or
copyrightable; and (d) anything designated as confidential.
Notwithstanding the foregoing, information shall not be subject to
such confidentiality obligations if it: (a) is already known to the
receiving party at the time it is obtained; (b) is or becomes
publicly known or available through no wrongful act of the receiving
party; (c) is rightfully received from a third party who, to the best
of the receiving party's knowledge, is not under a duty of
confidentiality; (d) is released by the protected party to a third
party without restriction; (e) is required to be disclosed by the
receiving party pursuant to a requirement of a court order, subpoena,
governmental or regulatory agency or law (provided the receiving
party will provide the other party written notice of such
requirement, to the extent such notice is permitted); (f) is relevant
to the defense of any claim or cause of action asserted against the
receiving party; or (g) has been or is independently developed or
obtained by the receiving party.
8. Liaison with Accountants. IFS shall take all reasonable action in the
performance of its duties under this Agreement to assure that the
necessary information is made available to the Fund's independent
public accountants.
9. IFS System. IFS shall retain title to and ownership of any and all
data bases, computer programs, screen formats, report formats,
interactive design techniques, derivative works, inventions,
discoveries, patentable or copyrightable matters, concepts,
expertise, patents, copyrights, trade secrets, and other related
legal rights utilized by IFS in connection with the services provided
by IFS to the Company.
10. Disaster Recovery. IFS shall enter into and shall maintain in effect
with appropriate parties one or more agreements making reasonable
provisions for emergency use of electronic data processing equipment
to the extent appropriate equipment is available. In the event of
equipment failures, IFS shall, at no additional expense to the
Company, take reasonable steps to minimize service interruptions. IFS
shall have no liability with respect to the loss of data or service
interruptions caused by equipment failure, provided such loss or
interruption is not caused by IFS's own willful misfeasance, bad
faith, gross negligence or reckless disregard of its duties or
obligations under this Agreement.
11. Compensation. As compensation for services rendered by IFS during the
term of this Agreement, the Company will pay to IFS $105,000 per
annum, payable in 12 monthly installments on the last day of each
month.
12. Indemnification. The Company agrees to indemnify, defend and hold
harmless IFS and its affiliates, including their respective officers,
directors, agents and employees, from all taxes, charges, expenses,
assessments, claims and liabilities (including, without limitation,
attorneys' fees and disbursements and liabilities arising under the
Securities Laws and any state and foreign securities and blue sky
laws) arising directly or indirectly from any action or omission to
act which IFS takes in connection with the provision of services to
the Company. Neither IFS, nor any of its affiliates, shall be
indemnified against any liability (or any expenses incident to such
liability) caused by IFS's or its affiliates' own willful
misfeasance, bad faith, gross negligence or reckless disregard in the
performance of IFS's activities under this Agreement. The provisions
of this Section 12 shall survive termination of this Agreement.
13. Responsibility of IFS.
(a) IFS shall be under no duty to take any action hereunder on
behalf of the Company except as specifically set forth
herein or as may be specifically agreed to by IFS and the
Company in a written amendment hereto. IFS shall be
obligated to exercise care and diligence in the performance
of its duties hereunder and to act in good faith in
performing services provided for under this Agreement. IFS
shall be liable only for any damages arising out of IFS's
failure to perform its duties under this Agreement to the
extent such damages arise out of IFS's willful misfeasance,
bad faith, gross negligence or reckless disregard of such
duties.
(b) Notwithstanding anything in this Agreement to the contrary,
(i) IFS shall not be liable for losses, delays, failure,
errors, interruption or loss of data occurring directly or
indirectly by reason of circumstances beyond its reasonable
control, including without limitation acts of God; action or
inaction of civil or military authority; public enemy; war;
terrorism; riot; fire; flood; sabotage; epidemics; labor
disputes; civil commotion; interruption, loss or malfunction
of utilities, transportation, computer or communications
capabilities; insurrection; elements of nature; or
non-performance by a third party; and (ii) IFS shall not be
under any duty or obligation to inquire into and shall not
be liable for the validity or invalidity, authority or lack
thereof, or truthfulness or accuracy or lack thereof, of any
instruction, direction, notice, instrument or other
information which IFS reasonably believes to be genuine.
(c) Each party shall have a duty to mitigate damages for which
the other party may become responsible.
(d) The provisions of this Section 13 shall survive termination
of this Agreement.
(e) Notwithstanding anything in this Agreement to the contrary,
IFS shall have no liability either for any error or omission
of any of its predecessors as servicer on behalf of the
Company or for any failure to discover any such error or
omission.
14. Description of Services on a Continuous Basis. IFS will perform the
services as set forth on Exhibit A.
15. Duration and Termination. This Agreement shall continue until
terminated by the Company or IFS on ninety (90) days' prior written
notice to the other party. In the event the Company gives notice of
termination, all expenses associated with movement (or duplication)
of records and materials and conversion thereof to a successor
accounting and administration services agent(s) (and any other
service provider(s)), and all trailing expenses incurred by IFS, will
be borne by the Company.
16. Notices. Notices shall be addressed (a) if to IFS, at 00 Xxxx 00xx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxxx (b) if to
the Company, at Northern Trust Investments, N.A., 00 Xxxxx XxXxxxx
Xxxxxx X-0, Xxxxxxx, XX 00000, Attention: Xxxxx Xxxxxxxx, Esq. or (c)
if to neither of the foregoing, at such other address as shall have
been given by like notice to the sender of any such notice or other
communication by the other party. If notice is sent by confirming
telegram, cable, telex or facsimile sending device, it shall be
deemed to have been given immediately. If notice is sent by
first-class mail, it shall be deemed to have been given three days
after it has been mailed. If notice is sent by messenger, it shall be
deemed to have been given on the day it is delivered.
17. Amendments. This Agreement, or any term thereof, may be changed or
waived only by written amendment, signed by the party against whom
enforcement of such change or waiver is sought.
20. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
21. Further Actions. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the
purposes hereof.
22. Miscellaneous.
(a) Notwithstanding anything in this Agreement to the contrary,
the Company agrees not to make any modifications to the
Fund's registration statement or adopt any policies which
would affect materially the obligations or responsibilities
of IFS hereunder without the prior written approval of IFS,
which approval shall not be unreasonably withheld or
delayed.
(b) Except as expressly provided in this Agreement, IFS hereby
disclaims all representations and warranties, express or
implied, made to the Company or any other person, including,
without limitation, any warranties regarding quality,
suitability, merchantability, fitness for a particular
purpose or otherwise (irrespective of any course of dealing,
custom or usage of trade), of any services or any goods
provided incidental to services provided under this
Agreement. IFS disclaims any warranty of title or
non-infringement except as otherwise set forth in this
Agreement.
(c) This Agreement embodies the entire agreement and
understanding between the parties and supersedes all prior
agreements and understandings relating to the subject matter
hereof, provided that the parties may embody in one or more
separate documents their agreement, if any, with respect to
delegated duties. The captions in this Agreement are
included for convenience of reference only and in no way
define or delimit any of the provisions hereof or otherwise
affect their construction or effect. Notwithstanding any
provision hereof, the services of IFS are not, nor shall
they be, construed as constituting legal advice or the
provision of legal services for or on behalf of the Company,
the Fund or any other person.
(d) The Company will provide such information and documentation
as IFS may reasonably request in connection with services
provided by IFS to the Company.
(e) This Agreement shall be deemed to be a contract made in
Delaware and governed by Delaware law, without regard to
principles of conflicts of law.
(f) If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby.
This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective
successors and permitted assigns.
(g) The facsimile signature of any party to this Agreement shall
constitute the valid and binding execution hereof by such
party.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the day and year first above written.
INTERNATIONAL FUND SERVICES (N.A), L.L.C.
By:
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Title:
NORTHERN TRUST INVESTMENTS, N.A.
By:
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Title:
Exhibit A
Services
Data Aggregation:
IFS will collect weekly position files from each participating
Subfund from either the Subfund's Prime Broker, Administrator or the
Subfund itself, as directed by the Company. The Subfunds data will be
collected and aggregated for reporting purposes to the Company on a
weekly basis.
RiskMetrics Feed:
IFS will utilize the position information collected in the Data
Aggregation Service to provide a RiskMetrics compliant file to the
Company on a weekly basis. This file will contain all information
required by RiskMetrics for its RiskManagerTM standard service and
will be compliant with their required format.
Price Verification:
IFS will perform price verification by utilizing third-party price
providers to compare the price provided by the fund to a price
received from the third-party provider for the same reporting date.
This price comparison is for the reference of the Company and IFS
does not take responsibility for the accuracy of the price itself.
The prices will be taken from a variety of data providers that IFS
has deemed to be most reliable for the types of securities held
within the portfolio. The price verification will be performed on a
monthly basis.
IFS expects to be able to provide monthly price verification for 85%
or more of the securities positions in the Subfunds based upon the
securities positions in the Funds as of the date of this agreement.
