Exhibit J-2
TRANSFER AGENCY AGREEMENT
AGREEMENT dated as of April 21, 2004 between NT Alpha Strategies
Fund, a Delaware statutory trust (the "Fund"), and The Northern Trust Company,
an Illinois state bank ("Northern").
WITNESSETH
WHEREAS, the Fund is an closed-end, management investment company
registered under the Investment Company Act of 1940 (the "1940 Act"); and
WHEREAS, the Fund is empowered to issue preferred and common units of
beneficial interest ("Units"); and
WHEREAS, the Fund desires to retain Northern to render the transfer
agency and other services contemplated hereby with respect to the Fund and
Northern is willing to render such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter set forth, the parties hereto agree as follows:
1. Appointment. The Fund hereby appoints Northern to provide the
transfer agency and other services contemplated hereby with respect to the
Fund for the periods and on the terms herein set forth. Northern accepts such
appointment and agrees to render such transfer agency and other services for
the compensation herein provided.
2. Duties of Northern.
a. Northern will act as transfer agent with respect to the
Fund, provide information in connection with the preparation by the Fund of
various regulatory reports and prepare reports to the Trustees and management.
b. Subject to paragraph 4, Northern shall:
(i) process purchase and redemption
transactions, including transactions
generated by any service provided outside
of this Agreement by Northern, its
affiliates or correspondent banks or other
financial intermediaries whereby customer
account cash balances are automatically
invested in Units, and the disbursement of
the proceeds of redemptions, all on a
timely basis and as described in the
Fund's Confidential Offering Memorandum
(the "Memorandum") and this Agreement;
(ii) furnish confirmations in accordance with
applicable law, and provide periodic
statements to each Unitholder showing
account balances and all transactions
since the last statement, all on a timely
basis and as described in the Memorandum
and this Agreement;
(iii) furnish proxy statements and proxies,
annual and semi-annual financial
statements, and dividend, distribution and
tax notices to Unitholders; and
(iv) make arrangements for such office space,
equipment, telephone facilities and
personnel as may be necessary or desirable
for performance of its services hereunder.
c. Northern shall render to the Fund and its Administrator
such periodic and special reports as either of them may reasonably request.
3. Processing, Transfer Agency and Subaccounting Duties. With respect
to Fund:
a. Northern shall process and record the issuance of Units
in accordance with Instructions from the Fund or its Administrator.
b. Northern shall process and record the redemption of Units
in accordance with Instructions from the Fund or its Administrator.
c. Northern shall, as income disbursing agent for the Fund
and in accordance with Instructions, if any, from the Fund or its
Administrator and the Memorandum, prepare and mail or credit income and
capital gain dividends or distributions on the Units to each of the
Unitholders at the time and in the manner contemplated by the Memorandum.
d. Northern shall maintain individual account records with
respect to each Unitholder in accordance with Instructions from the Fund or
its Administrator. Northern shall maintain all records relating to its
activities and obligations under this Agreement in such manner as will enable
the Fund and Northern to meet their respective obligations under: (i) the
Memorandum; (ii) the 1940 Act, particularly Sections 30 and 31 hereof, and the
rules and regulations thereunder; (iii) applicable Federal and state tax laws;
and (iv) any other law or administrative rule or procedure which may be
applicable to the Fund or Northern. Northern shall preserve all records and
other data created and maintained pursuant to this Agreement in accordance
with Instructions from the Fund or its Administrator.
e. Northern, shall be responsible for carrying out all tax
withholding and related remittance obligations applicable to dividends and
distributions on the Units. Northern shall prepare and file with the internal
Revenue Service and with the appropriate state agencies, and mail to the
Unitholders, such returns for reporting, and information as to the Federal
income tax consequences of, dividends and distributions paid, credited or
withheld as are required on the part of the Fund, Northern, its affiliates or
correspondent banks by the Memorandum or applicable law or regulation to be so
filed and mailed. Without limiting the generality of the foregoing, such
returns and information shall be prepared in conformity with such
Instructions, if any, from the Fund or its Administrator as may be given to
Northern from time to time.
f. Northern shall promptly inform the Fund and its
Administrator of all written complaints received by Northern from Unitholders
relating to the Fund or the maintenance of their accounts. Northern shall
promptly answer such complaints or other correspondence from the Unitholders
relating to the Fund or the maintenance of their accounts, as well as similar
correspondence directed by the Fund or its administrator to Northern's
attention, all as the Fund or its Administrator shall request. Northern shall
provide the Fund and its Administrator on a timely basis with information in
this regard in accordance with instructions from the Fund or its
Administrator.
g. Northern shall receive, examine and tabulate returned
proxies and certify the vote to the Fund, all as and to the extent requested
by the Fund.
4. Expenses. During the term of this Agreement, Northern will pay all
expenses incurred by it in connection with the performance of its duties under
this Agreement.
5. Compensation. For the services provided and the expenses assumed
by Northern pursuant to this Agreement, the Fund will pay to Northern as full
compensation therefor a fee payable monthly at an annual rate of 0.01%.
6. Duration and Termination. 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").
a. 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 of the Fund 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 of Trustees of the
Fund 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.
b. 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 Northern.
c. Northern 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.
d. This Agreement will be automatically and immediately
terminated in the event of any assignment (as defined by the 1940 Act).
7. Amendment of Agreement. This Agreement may be amended by mutual
consent, but the consent of the Fund must be approved by vote of a majority of
those Trustees of the Fund who are not parties to this Agreement or interested
persons (as defined in the 0000 Xxx) of any such party.
8. Interpretative and Additional Provisions. In connection with the
operation of this Agreement, Northern and the Fund may agree from time to
time, by written instrument signed by both parties, on such provisions
interpretative of or in addition to the provisions of this Agreement as may in
their joint opinion be consistent with the general tenor of this Agreement,
provided that no such interpretative or additional provisions shall contravene
any applicable Federal or State laws or regulations, or any provision of the
Fund's Agreement and Declaration of Trust or By laws, as the same may from
time to time be amended. No interpretative or additional provisions made as
provided in the preceding sentence shall be deemed to be an amendment of this
Agreement.
9. Instructions.
a. Northern shall be deemed to have received Instructions
(as that term is used herein) upon receipt of written instructions (including
receipt by facsimile), which may be continuing instructions, signed by not
less than two of the persons the Trustees shall have from time to time
authorized to dive the particular class of Instructions in question. Different
persons may be authorized to give Instructions for different purposes, and
Instructions may be general or specific in terms. A certified copy of a
by-law, resolution or action of the Trustees of the Fund may be received and
accepted by Northern as conclusive evidence of the authority of any such
persons to act and may be considered to be in full force and effect until
receipt of written notice (or oral notice followed by written confirmation
within seven days) to the contrary.
b. One or more designated persons may be authorized to issue
oral (such term as used herein including, without limitation, telephoned)
instructions, specifying the type or types of instructions that may be so
issued, in which case the Fund shall deliver to Northern resolutions of the
Trustees to such effect. Two or more of the persons designated by the Trustees
to give oral instructions shall promptly confirm such oral instructions in
writing to Northern. Such instructions when given in accordance with the
provisions hereof and with such resolutions shall be deemed instructions
hereunder. In the case of conflict between oral instructions given by a person
designated in the resolution of the Trustees referred to in the first sentence
of this subparagraph (b) and any written instructions, the Instructions most
recently received by Northern shall prevail following such receipt, and in
case of conflict between oral Instructions given by a person designated in
such resolution and any written confirmation or purported confirmation of oral
Instructions, such written confirmation or purported confirmation shall
prevail following receipt thereof by Northern; provided that any transaction
initiated by Northern pursuant to such oral Instructions, may, but need not,
be completed by Northern notwithstanding Northern's receipt of conflicting
subsequent Instructions hereunder or written confirmation or purported
confirmation of oral Instructions hereunder subsequent to Northern's
initiation of such transaction.
10. Audit, Inspection and Visitation. In addition to its other duties
hereunder, Northern shall cooperate with the Fund and the Fund's independent
public accountants in connection with (a) the preparation of reports to the
Unitholders, to the Securities and Exchange Commission (the "Commission")
(including all required periodic and other reports), to state securities
commissioners and to others, (b) annual and other audits of the books and
records of the Fund, and (c) other matters of a like nature. Northern shall
make available during regular business hours all records and other data
created and maintained pursuant to this Agreement for reasonable audit,
inspection and copying by the Fund, its Administrator, the Fund's independent
public accountants, or any other person retained by the Fund or its
Administrator, or by agents of the Commission. Upon reasonable notice by the
Fund or its Administrator, Northern shall make available during regular
business hours its facilities and premises employed in connection with its
performance of this Agreement for reasonable visitation by any of the persons
referred to in the preceding sentence.
11. Opinion and Reports of Fund's Independent Accountants.
a. Northern shall take all reasonable action, as the Fund
may from time to time request, to obtain from year to year favorable opinions
from the Fund's independent accountants in connection with the preparation of
the Fund's reports to the Commission and with respect to any other
requirements of the Commission.
b. Northern shall provide the Fund or its Administrator, at
such times as the Fund or its Administrator may reasonably require, with
reports by independent public accountants on the accounting system and
internal accounting controls relating to the services provided by Northern
under this Agreement. Such reports shall be of sufficient scope and in
sufficient detail, as may reasonably be required by the Fund, its
Administrator or its independent public accountants, to provide reasonable
assurance that any material weaknesses with respect to such accounting system
and such internal accounting, controls would be disclosed by such examination,
and, if there are no such weaknesses, shall so state.
12. Systems. Northern represents that it has, and it agrees to
maintain, sufficient systems capability to perform its obligations under this
Agreement and the Memorandum.
13. Security. Northern represents and warrants that the various
procedures and systems which it has implemented with regard to safeguarding
from loss or damage attributable to fire, theft or any other cause the Fund's
records and other data and Northern's records, data, equipment, facilities and
other property used in the performance of its obligations hereunder are
adequate and that it will make such changes therein from time to time as in
its judgment are required for the secure performance of its obligations
hereunder.
14. Status of Northern as Independent Contractor. Northern shall for
all purposes herein be deemed to be an independent contractor and shall,
unless otherwise expressly provided herein or authorized by the Trustees of
the Fund or its administrator, respectively, from time to rime, have no
authority to act for or represent the Fund or the Administrator in any way or
otherwise be deemed an agent of the Fund or its administrator. The services of
Northern hereunder are not deemed exclusive and Northern shall be free to
render similar services to others so long as its services under this Agreement
are not impaired thereby.
15. Appointment of Agents. Northern will from time to time employ or
associate with itself such person or persons as it 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
Northern and the Fund. Northern shall pay the compensation of such person or
persons and no obligation shall be incurred on behalf of the Fund in such
respect.
16. Unitholder Liability. This Agreement is executed or on behalf of
the Fund and the obligations hereunder are not binding upon any of the
Trustees, Officers or holders of Units of the Fund individually but are
binding only upon the Fund and its assets and property. All obligations of the
Fund under this Agreement shall apply only on a Fund by Fund basis, and the
assets of one Fund shall not be liable for the obligations of another Fund.
17. Notices. 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 Northern:
Xxxxx X. Xxxxxxxx, Esq.
The Northern Trust Company
00 Xxxxx XxXxxxx Xxxxxx - X-0
Xxxxxxx, XX 00000
18. Miscellaneous. 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. 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. Any provision in this Agreement requiring compliance with
any statute or regulation shall mean such statute or regulation as amended and
in effect from time to time. This Agreement shall be construed in accordance
with the laws of the State of Delaware and, subject to the other provisions
hereof, shall be binding upon and inure to the benefit of the parties hereto
and their respective successors.
19. 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.
IN WITNESS THEREOF, the parties have caused this, instrument to be
executed as of the day and year first above written.
NT ALPHA STRATEGIES FUND
By
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As its
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THE NORTHERN TRUST COMPANY
By
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As its
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