Exhibit 99(k)(3)
SERVICES AGREEMENT
AGREEMENT
(“Agreement”) is made as of [March __, 2007], between BISYS Fund Services Ohio,
Inc. (“BISYS”), an Ohio corporation having a place of business at 0000 Xxxxxxx
Xxxx, Xxxxxxxx, Xxxx 00000 and Central Park Group Multi-Event Fund (the “Fund”)
a Delaware Statutory Trust, having a place of business at 00 Xxxx 00xx Xxxxxx,
Xxx Xxxx, XX 00000.
WHEREAS,
the Fund is registered as a closed-end management investment company under the Investment
Company Act of 1940, as amended (the “1940 Act”);
WHEREAS
the Fund has registered the offering and sale of beneficial ownership interests in the
Fund (the “Interests”) under the Securities Act of 1933, as amended, (the
“Securities Act”) pursuant to the Fund’s registration statement filed with
the Securities and Exchange Commission (the “SEC”), as amended and in effect
from time to time, (the “Prospectus”);
WHEREAS,
the Fund desires to retain BISYS to provide certain fund accounting, transfer
agency/investor recordkeeping, Blue Sky and other administrative services for the Fund,
and BISYS is willing to perform such services on the terms and conditions set forth in
this Agreement;
NOW,
THEREFORE, in exchange for good and valuable consideration, the receipt and sufficiency of
which are acknowledged, the Fund and BISYS hereby agree as follows:
The
Fund hereby retains BISYS to act as administrator, fund accountant and transfer agent/
investor recordkeeper of the Fund, and to furnish the Fund with administrative, fund
accounting, investor recordkeeping, and Blue Sky services as set forth in Sections 2(a)
through (d) below. BISYS will perform the services upon the terms set forth in this
Agreement and the Schedules to this Agreement.
BISYS
shall, for all purposes herein, be deemed to be an independent contractor and, except as
otherwise expressly provided or authorized, shall have no authority to act for or
represent the Fund in any way, and shall not be deemed an agent of the Fund.
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(a) |
Administration Services. BISYS shall perform the administrative services
set forth in Schedule A to this Agreement and, on behalf of the Fund, shall
investigate, and conduct relations with, custodians, depositories, underwriters,
brokers and dealers, corporate fiduciaries, insurers, banks and persons in any
other capacity deemed by BISYS to be necessary or desirable for the Fund’s
operations. BISYS shall provide the Board of Trustees of the Fund (the
“Board”) with such reports regarding the Fund’s investment
performance as it may reasonably request, but shall have no responsibility for
supervising the performance by any investment adviser or sub-adviser of its
responsibilities. BISYS shall perform such other administration services, and
furnish such reports for the Fund that are mutually agreed upon by the parties
from time to time, for which the Fund will pay BISYS the amounts agreed upon
between them. |
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(b) |
Fund Accounting Services. BISYS shall perform for the Fund the fund
accounting services set forth in Schedule B to this Agreement. BISYS shall also
perform such special accounting services, and furnish such reports, for the Fund
to the extent agreed upon by the parties from time to time, for which the Fund
will pay BISYS the amounts agreed upon between them. |
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(c) |
Transfer Agency Services/Investor Recordkeeping. BISYS shall perform for
the Fund the transfer agency/investor recordkeeping services set forth in
Schedule C to this Agreement. BISYS also agrees to perform for the Fund such
special transfer agency services to the extent agreed upon by the parties from
time to time, for which the Fund will pay BISYS the amounts agreed upon between
them. |
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(d) |
Blue Sky Services. BISYS shall perform for the Fund the Blue Sky services
set forth in Schedule D to this Agreement. BISYS also agrees to perform for the
Fund such special Blue Sky services to the extent agreed upon by the parties
from time to time, for which the Fund will pay BISYS the amounts agreed upon
between them. |
BISYS
shall provide the Fund with all necessary office space, equipment, personnel and
facilities (including facilities for investors’ and Board meetings) for handling the
affairs of the Fund, and such other services as BISYS shall, from time to time, reasonably
determine to be necessary to perform its obligations under this Agreement. In addition, at
the request of the Board, BISYS shall make reports to the Board concerning the performance
of its obligations hereunder.
BISYS
shall perform such other services for the Fund that are mutually agreed upon by the
parties from time to time, for which the Fund will pay BISYS the amounts agreed upon
between them, from time to time. Except as explicitly set forth herein, BISYS shall only
perform additional services as are set forth in an amendment to this Agreement, in
consideration of such fees as the parties agree.
BISYS
may use one or more third parties to perform some or all of its obligations under this
Agreement. BISYS shall be fully responsible for the acts of such third parties and shall
not be relieved of any of its responsibilities under this Agreement by virtue of the use
of such third parties.
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3. |
Allocation of Charges and Expenses. |
BISYS
shall furnish at its own expense the executive, supervisory and clerical personnel
necessary to perform its obligations under this Agreement. BISYS shall pay all
compensation, if any, of officers and trustees of the Fund who are affiliated persons of
BISYS or any affiliated entity of BISYS; provided, however, that unless otherwise
specifically provided, BISYS shall not be obligated to pay the compensation of any
employee or agent of the Fund (who is not a BISYS employee) retained by the Board to
perform services on behalf of the Fund.
The
Fund assumes and shall pay or cause to be paid all other expenses of the Fund not
otherwise allocated herein, including, without limitation, organization costs, taxes,
expenses for Fund legal and auditing services, the expenses of preparing (including
typesetting), printing and mailing reports, prospectuses, statements of additional
information, proxy solicitation material and notices to existing investors, all expenses
incurred in connection with issuing and tendering Interests, the cost of custodial
services, the costs of initial and ongoing registration of the Interests under Federal and
state securities laws, fees and out-of-pocket expenses of trustees and officers who are
not affiliated persons of BISYS or any affiliate thereof, insurance, interest, brokerage
costs, litigation and other extraordinary or nonrecurring expenses, and all fees and
charges of investment advisers.
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(a) |
The Fund shall pay BISYS for the services to be provided by BISYS under this
Agreement in accordance with, and in the manner set forth in, Schedule E to this
Agreement. Fees for any additional services to be provided by BISYS pursuant to
an amendment to any of Schedules A, B, C or D shall be subject to mutual
agreement at the time such amendment is proposed. |
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(b) |
In addition to paying BISYS the fees set forth in Schedule E, the Fund agrees to
reimburse BISYS for all of its actual out-of-pocket expenses reasonably incurred
in providing services hereunder, including without limitation: |
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(i) |
All direct telephone, telephone transmission and telecopy or other electronic
transmission expenses incurred in communication with the Fund or the Fund’s
investment adviser or custodian, broker dealers, investors, public accountants
or others as required for BISYS to perform the services to be provided
hereunder; |
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(ii) |
The cost of microfilm or microfiche of records or other electronic storage of
Fund records and other materials; |
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(iii) |
All freight and other delivery and bonding charges incurred in delivering
materials to and from the Fund, its investment advisers or other service
providers; |
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(iv) |
All printing, production (including graphics support, copying, and binding) and
distribution expenses incurred in relation to Board meeting materials, tax
forms, statements of average cost, daily confirmations, periodic statements, new
account letters and maintenance letters; |
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(v) |
Check and payment processing fees; |
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(vi) |
NSCC and related costs; |
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(viii) |
Costs of investor correspondence; |
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(ix) |
Costs of tax data services; |
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(x) |
Costs of rating agency services’ |
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(xi) |
All out of pocket costs incurred in connection with BISYS’ provision (if
applicable, under Section 23 of this Agreement) of Fund officers and in
connection with administration services, including, without limitation, travel
and lodging expenses incurred by officers and employees of BISYS in connection
with attendance at Board meetings and any other meetings for which such
attendance is requested or agreed upon by the parties; and |
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(xii) |
Any expenses incurred at the written direction of an officer of the Fund;
provided however, that such officer is not an officer or employee of BISYS or
its affiliates. |
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(c) |
In addition, BISYS shall be entitled to receive the following miscellaneous fees
and charges: |
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(i) |
Ad hoc reporting fees billed, when mutually agreed upon, according to applicable
rate schedules; |
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(ii) |
Fees for pricing information used in connection with pricing the securities and
other investments of the Fund’s portfolio; |
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(iii) |
A fee for managing and overseeing the report, print and mail functions performed
by BISYS using third-party vendors, not to exceed $.04 per page for Board
meeting materials, tax forms and statements of average cost, and $.03 per page
for daily confirmations, periodic statements, new account letters and
maintenance letters; fees for programming in connection with creating or
changing the forms of statements, billed at a mutually agreed upon rate; and
costs for postage, couriers, stock computer paper, computer disks, statements,
labels, envelopes, checks, reports, letters, tax forms, proxies, notices or
other forms of printed material (including the costs of preparing and printing
all printed materials) which shall be required for the performance of the
services to be provided hereunder; |
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(iv) |
Fees and expenses associated with providing the “AML Services,” as set
forth in item (vii) in Schedule C of this Agreement; |
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(v) |
System development fees, billed at a mutually agreed upon rate as approved by
the Fund, and all systems-related expenses, as agreed upon in advance,
associated with the provision of special reports and services; |
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(vi) |
Fees for development of any custom interfaces, billed at a mutually agreed upon
rate; |
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(vii) |
Interactive Voice Response System fees, charged according to BISYS’
standard rate schedule, and applicable to the level of service (e.g., basic,
transaction, premium) selected; and |
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(viii) |
In the event that BISYS is requested or authorized by the Fund or is required by
governmental regulation, summons, subpoena, investigation, examination or other
legal or regulatory process to produce documents or personnel with respect to
services provided by BISYS, the Fund will, so long as BISYS is not the subject
of the investigation or proceeding in which the information is sought, pay BISYS
for its professional time (at its standard billing rates) and reimburse BISYS
for its out-of-pocket expenses (including reasonable attorneys fees) incurred in
responding to such requests or requirements. |
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(ix) |
Blue Sky check processing and payment fees. |
All
rights of compensation under this Agreement for services performed and for expense
reimbursement and for payment of miscellaneous fees and charges shall survive the
termination of this Agreement.
This Agreement shall become effective as of the launch of the Fund, which is
anticipated to occur on or about March 1, 2007 (the “Effective
Date”).
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6. |
Term; Liquidated Damages.
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(a)
This Agreement shall continue in effect for an initial term of one year from the
Effective Date (the “Initial Term”). Thereafter, unless otherwise
terminated pursuant to this Agreement, this Agreement shall be renewed
automatically for successive one year periods (“Rollover Periods”).
This Agreement may be terminated only (i) by provision of a written notice of
non-renewal provided at least 90 days prior to the end of the Initial Term or
any Rollover Period (which notice of non-renewal will cause this Agreement to
terminate as of the end of the Initial Term or such Rollover Period, as
applicable), (ii) by mutual agreement of the parties, or (iii) for
“cause,” as defined below, upon the provision of 60 days advance
written notice by the party alleging cause.
(b)
For purposes of this Section 6, “cause” shall mean (a) a material
breach of this Agreement that has not been remedied within 30 days following
written notice of such breach from the non-breaching party; (b) a final,
unappealable judicial, regulatory or administrative ruling or order in which the
party to be terminated has been found guilty of criminal or unethical behavior
in the conduct of its business; or (c) financial difficulties on the part of the
party to be terminated which are evidenced by the authorization or commencement
of, or involvement by way of pleading, answer, consent or acquiescence in, a
voluntary or involuntary case under Title 11 of the United States Code, as from
time to time in effect, or any applicable law, other than said Title 11, of any
jurisdiction relating to the liquidation or reorganization of debtors or to the
modification or alteration of the rights of creditors.
(c)
Notwithstanding the foregoing termination provisions, following any such
termination, in the event that BISYS in fact continues to perform any one or
more of the services contemplated by this Agreement (or any Schedule or exhibit
to this Agreement) with the consent of the Fund, the provisions of this
Agreement, including without limitation the provisions dealing with compensation
and indemnification, shall continue in full force and effect. Fees and
out-of-pocket expenses incurred by BISYS but unpaid by the Fund upon such
termination shall be immediately due and payable upon and notwithstanding such
termination. The Fund shall pay to BISYS, in addition to the fees and expenses
provided in Sections 3 and 4 of this Agreement, the amount of all of BISYS’
reasonable cash disbursements in connection with BISYS’ activities in
effecting such termination, including without limitation, the delivery to the
Fund, its investment adviser and/or other parties of the Fund’s property,
records, instruments and documents, such amount to be paid on or before the date
of such termination.
(d)
If, for any reason other than (i) non-renewal, (ii) mutual agreement of the
parties or (iii) “cause”, the Fund terminates this Agreement, or the
Fund terminates BISYS’ services, or BISYS is replaced as service provider
to the Fund, then the Fund shall make a one-time cash payment to BISYS, in
consideration of the fee structure and services to be provided under this
Agreement, equal to the balance that would be due BISYS for its services under
this Agreement during the lesser of (x) the balance of the Initial Term or any
applicable Rollover Period, as the case may be, or (y)12 months, assuming for
purposes of the calculation of the one-time payment that the fees that would be
earned by BISYS for each month would be based upon the average fees payable to
BISYS monthly during the 12 months before the date of the event that triggers
such payment.
(e)
In the event that the Fund is, in part or in whole, liquidated, dissolved,
merged into a third party, acquired by a third party, or involved in any other
transaction that materially reduces the assets and/or accounts serviced by BISYS
pursuant to this Agreement, the liquidated damages provision set forth above
shall be applicable.
(f)
If one of the events described above is partial (e.g., a termination of BISYS as
provider of some but not all of the services set forth in this Agreement), the
liquidated damages amount payable by the Fund shall be appropriately adjusted on
a pro rata basis.
(g)
Any liquidated damages amount payable to BISYS shall be paid by the Fund on or
before the date of the event that triggers the payment obligation.
(h)
The parties further acknowledge and agree that, upon the occurrence of any of
the events described above: (i) a determination of actual damages incurred by
BISYS would be extremely difficult, and (ii) the liquidated damages payment
described above is intended to adequately compensate BISYS for damages incurred
and is not intended to constitute any form of penalty.
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7. |
Standard of Care; Force Majeure; Limitation of Liability. |
(a)
BISYS shall use reasonable professional diligence in the performance of services
under this Agreement, but shall not be liable to the Fund for any action taken
or omitted by BISYS in the absence of bad faith, willful misfeasance, negligence
or reckless disregard by it of its obligations and duties. The duties of BISYS
shall be confined to those expressly set forth in this Agreement, and no implied
duties are assumed by or may be asserted against BISYS under this Agreement.
(b)
Notwithstanding any other provision of this Agreement, BISYS assumes no
responsibility hereunder, and shall not be liable for, any damage, loss of data,
delay or any other loss whatsoever caused by events beyond BISYS’ control.
Events beyond BISYS’ control include, without limitation, force majeure
events, such as natural disasters, actions or decrees of governmental bodies,
and communication lines failures that are not the fault of either party. In the
event of force majeure, computer or other equipment failures or other events
beyond its control, BISYS shall follow applicable procedures in its disaster
recovery and business continuity plan and use all commercially reasonable
efforts to minimize any service interruption.
(c)
BISYS shall provide the Fund, at such times as the Fund may reasonably request,
copies of reports rendered by independent auditors on the internal controls and
procedures of BISYS relating to the services provided by BISYS under this
Agreement.
(d)
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL
BISYS, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES,
AGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL,
INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING LOST REVENUE, LOST PROFITS, AND
LOST OR DAMAGED DATA, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE
PARTIES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER A PARTY
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
BISYS
may notify the Fund if BISYS reasonably determines that it is in need of the advice of
counsel to the Fund with regard to BISYS’ responsibilities and duties pursuant to
this Agreement. BISYS may rely upon the advice of counsel to the Fund; however, this
Agreement shall not obligate counsel to the Fund to render such advice. After so notifying
the Fund, if BISYS does not obtain the advice of counsel to the Fund within a reasonable
period of time, BISYS shall be entitled to seek, receive and act upon advice of legal
counsel of its reasonable choosing at the reasonable expense of the Fund unless relating
to a matter involving BISYS’ willful misfeasance, bad faith, negligence or reckless
disregard of BISYS’ responsibilities and duties hereunder. BISYS shall in no event be
liable to the Fund or any Fund or any investor or beneficial owner of the Fund for any
action reasonably taken pursuant to legal advice rendered in accordance with this
paragraph.
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9. |
Instructions / Certain Procedures, etc. |
(a)
BISYS shall be protected in acting upon any document that it reasonably believes
to be genuine and to have been signed or presented by the proper person or
persons. BISYS will not be held to have notice of any change of authority of any
officers, employees or agents of the Fund until receipt of actual notice thereof
from the Fund.
(b)
Subject to Section 23(b) of this Agreement, whenever BISYS is requested or
authorized to take action hereunder pursuant to instructions from an investor,
or a properly authorized agent of an investor (“investor’s
agent”), concerning an account in a Fund, BISYS shall be entitled to rely
upon any certificate, letter or other instrument or communication (including
electronic mail), reasonably believed by BISYS to be genuine and to have been
properly made, signed or authorized by an officer or other authorized agent of
the Fund or by the investor or investor’s agent, as the case may be, and
shall be entitled to receive as conclusive proof of any fact or matter required
to be ascertained by it hereunder a certificate signed by an officer of the Fund
or any other person authorized by the Board or by the investor or
investor’s agent, as the case may be.
(c)
As to the services to be provided hereunder, BISYS may rely conclusively upon
the terms of the relevant then-current Prospectus and Statement of Additional
Information, and the Fund’s Certificate of Organization (collectively, the
“Governing Documents”) to the extent that such services are described
therein unless BISYS receives written instructions to the contrary in a timely
manner from the Fund.
(d)
The parties may amend any procedures adopted, approved or set forth herein by
written agreement as may be appropriate or practical under the circumstances,
and BISYS may reasonably assume that any special procedure which has been
approved by an executive officer of the Fund (other than an officer or employee
of BISYS or its affiliates) does not conflict with or violate any requirements
of the Fund’s Certificate of Organization, By-Laws or then-current
Prospectus.
(e)
The Fund acknowledges receipt of a copy of BISYS’ policy related to the
acceptance of trades for prior day processing (the “BISYS As-of Trading
Policy”). BISYS may amend the BISYS As-of Trading Policy from time to time
in its sole discretion, but will provide prompt notice to the Fund of such
amendment. BISYS may apply the BISYS As-of Trading Policy whenever applicable,
unless BISYS agrees in writing to process trades according to such other as-of
trading policy as may be adopted by the Fund and furnished to BISYS by the Fund.
(f)
The Fund acknowledges and agrees that deviations from BISYS’ written
investor recordkeeping/transfer agent compliance procedures may involve a
substantial risk of loss. In the event an authorized representative of the Fund
(other than an officer or employee of BISYS or its affiliates) requests that an
exception be made from any written compliance or transfer agency procedures
adopted by BISYS, BISYS may in its sole discretion determine whether to permit
such exception. In the event BISYS determines to permit such exception, the same
shall become effective when set forth in a written instrument executed by an
authorized representative of the Fund (other than an officer or employee of
BISYS or its affiliates) and delivered to BISYS (an “Exception”). 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 BISYS
receives written notice from the Fund that such instrument has been terminated
and the Exception is no longer in effect). Notwithstanding any provision in this
Agreement that expressly or by implication provides to the contrary, as long as
BISYS acts in good faith, BISYS shall have no liability for any loss, liability,
expenses or damages to the Fund resulting from the Exception, and the Fund shall
indemnify BISYS and hold BISYS harmless from any loss, liability, expenses
(including reasonable attorneys fees) and damages resulting to BISYS therefrom.
(g)
The Fund instructs and authorizes BISYS to provide information pertaining to the
Fund’s portfolio to pricing vendors, Fund service providers, and as
otherwise necessary for legitimate purposes related to the services to be
provided hereunder.
(a)
The Fund shall indemnify and hold harmless BISYS, and its affiliates,
subsidiaries and parents, and their employees, agents, directors, officers and
nominees from and against any claims, demands, actions, suits, judgments,
liabilities, losses, damages, costs, charges, reasonable counsel fees and other
expenses (collectively, “Losses”) resulting directly and proximately
from BISYS’ performance of services under this Agreement or based, if
applicable, upon BISYS’ reasonable reliance on information, records,
instructions or requests pertaining to services hereunder, that are given or
made to BISYS by the Fund, the investment adviser, or other authorized agents of
the Fund; provided that this indemnification shall not apply to actions or
omissions of BISYS involving bad faith, willful misfeasance, negligence or
reckless disregard by BISYS of its obligations and duties under this Agreement.
(b)
BISYS shall indemnify, defend, and hold the Fund and its affiliates,
subsidiaries and parents, and its trustees, officers, agents and nominees
harmless from and against Losses resulting directly and proximately from
BISYS’ willful misfeasance, bad faith or negligence in the performance of,
or the reckless disregard of, its duties or obligations hereunder; provided that
this indemnification shall not apply to actions or omissions of the Fund
involving bad faith, willful misfeasance, negligence or reckless disregard by
the Fund of its obligations and duties.
(c)
In order that the indemnification provisions contained herein shall apply, if in
any case a party may be asked to indemnify or hold the other party harmless, the
other party shall fully and promptly advise the indemnifying party in writing of
all pertinent facts concerning the situation in question. The party seeking
indemnification will use all reasonable care to identify and notify the
indemnifying party in writing promptly concerning any situation which presents
or appears likely to present the probability of such a claim for indemnification
against the indemnifying party, but failure to do so in good faith shall not
affect the rights hereunder except to the extent the indemnifying party is
materially prejudiced thereby. As to any matter eligible for indemnification, an
indemnified party shall act reasonably and in accordance with good faith
business judgment and shall not effect any settlement or confess judgment
without the consent of the indemnifying party, which consent shall not be
withheld or delayed unreasonably.
(d)
The indemnifying party shall be entitled to participate in at its own expense
or, if it so elects, to assume the defense of any claim or suit subject to this
indemnity provision. If the indemnifying party elects to assume the defense of
any such claim, the defense shall be conducted by counsel chosen by it and
reasonably satisfactory to the indemnified party. In the event that the
indemnifying party elects to assume the defense of any suit and retain counsel,
the indemnified party shall bear the fees and expenses of any additional counsel
retained by it. An indemnifying party shall not effect any settlement without
the consent of the indemnified party (which shall not be withheld or delayed
unreasonably by the indemnified party) unless such settlement imposes no
liability, responsibility or other obligation upon the indemnified party and
relieves it of all fault. If the indemnifying party does not elect to assume the
defense of suit, it will reimburse the indemnified party for the reasonable fees
and expenses of counsel retained by the indemnified party and reasonably
satisfactory to the indemnifying party. The indemnity and defense provisions set
forth herein shall survive the termination of this Agreement.
(e)
The provisions of this Section 10 are subject to the provisions of Section 9 of
this Agreement.
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11. |
Record Retention and Confidentiality. |
BISYS
shall keep and maintain on behalf of the Fund all books and records which are customary or
which are required to be kept in connection with BISYS’ services pursuant to
applicable statutes, rules and regulations, including without limitation Rules 31a-1 and
31a-2 of the 1940 Act. BISYS further agrees that all such books and records shall be the
property of the Fund and to make such books and records available for inspection by the
Fund at reasonable times or by the SEC promptly.
BISYS
shall otherwise keep confidential all books and records relating to the Fund and its
shareholders, except when (i) disclosure is required by law, (ii) BISYS is advised by
counsel that it may incur liability for failure to make a disclosure, (iii) BISYS is
requested to divulge such information by duly-constituted authorities or court process,
(iv) BISYS is requested to make a disclosure by an investor or investor’s agent with
respect to information concerning an account as to which such investor has either a legal
or beneficial interest and a legal right to such information at such time consistent with
the Fund’s Governing Documents, Prospectus and applicable law, or (v) as requested or
authorized by the Fund (including pursuant to its policies and procedures). BISYS shall
provide the Fund with reasonable advance notice of disclosure pursuant to items (i) –
(iii) of the previous sentence, to the extent reasonably practicable. The provisions of
this Section 11 are subject to the provisions of Section 23(b) of this Agreement
(Anti-Money Laundering Provisions).
BISYS
shall furnish to the Fund and to its properly-authorized auditors, investment advisers,
examiners, distributors, broker-dealers, underwriters, salesmen, insurance companies and
others designated by the Fund 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 Fund agrees to examine each such report or copy provided to it promptly
and will report or cause to be reported to BISYS any errors or discrepancies therein.
All
computer programs, systems and procedures employed or developed by BISYS, or on behalf of
BISYS by system providers or vendors used by BISYS, to perform services required to be
provided by BISYS under this Agreement are the property of BISYS. All records and other
data maintained hereunder, excepting such computer programs, systems and procedures, are
the exclusive property of the Fund. All such records and other data which is the property
of the Fund shall be furnished to the Fund in appropriate form as soon as practicable
after termination of this Agreement for any reason.
BISYS
shall promptly upon the Fund’s demand, turn over to the Fund and cease to retain
BISYS’ files, records and documents created and maintained by BISYS pursuant to this
Agreement which are no longer needed by BISYS in the performance of its services or for
its legal protection. If not so turned over to the Fund, such documents and records shall
be retained by BISYS, at the expense of the Fund, for six (6) years from the date of
creation. At the end of such six-year period, such records and documents shall be turned
over to the Fund unless the Fund authorizes in writing the destruction of such records and
documents.
BISYS
is hereby granted such power and authority as may be necessary to establish one or more
bank accounts for the Fund with such bank or banks as are acceptable to the Fund, as may
be necessary or appropriate from time to time in connection with the investor
recordkeeping/ transfer agency services to be performed hereunder. The Fund shall be
deemed to be the customer of such bank or banks for purposes of such accounts. To the
extent that the performance of such services hereunder shall require BISYS to disburse
amounts from such accounts in payment of dividends, redemption proceeds or for other
purposes hereunder, the Fund shall provide such bank or banks with all instructions and
authorizations necessary for BISYS to effect such disbursements.
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16. |
Representations and Warranties of the Fund. |
The
Fund represents and warrants to BISYS that:
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(a) |
The Fund is duly organized and validly existing under the laws of the
jurisdiction of its formation, and the Fund has full capacity and authority to
enter into this Agreement and to carry out its obligations hereunder;
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(b) |
The Fund has all necessary authorizations, registrations, licenses and permits
to carry out its business as currently conducted; |
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(c) |
The Fund is, and shall continue to be, in compliance in all material respects
with all laws and regulations applicable to its business and operations; and
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(3) |
This Agreement has been duly authorized by the Fund and, when executed and
delivered by the Fund, will constitute a legal, valid and binding obligation of
the Fund, enforceable against the Fund in accordance with its terms, subject to
bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting the right and remedies of creditors and secured parties.
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17. |
Representations and Warranties of BISYS. |
BISYS
represents and warrants to the Fund that:
|
(a) |
It is a corporation duly incorporated and validly existing under the laws of the
state of Ohio, and has full capacity and authority to enter into this Agreement
and to carry out its obligations hereunder; |
|
(b) |
It has all necessary authorizations, licenses and permits to carry out its
business as currently conducted; |
|
(c) |
It is, and shall continue to be, in compliance in all material respects with all
provisions of law applicable to it in connection with its services hereunder,
including Section 17A(c) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”); |
|
(d) |
The various procedures and systems which it has implemented with regard to
safekeeping from loss or damage attributable to fire, theft or any other cause
of the blank checks, records, and other data of the Fund and BISYS’
equipment, facilities, and other property used in the performance of its
obligations hereunder are reasonable and adequate and that it will make such
changes therein from time to time as are reasonably required for the secure
performance of its obligations hereunder; and |
|
(e) |
This Agreement has been duly authorized by BISYS and, when executed and
delivered by BISYS, will constitute a legal, valid and binding obligation of
BISYS, enforceable against BISYS in accordance with its terms, subject to
bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting the right and remedies of creditors and secured parties.
|
EXCEPT
AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL REPRESENTATIONS AND WARRANTIES, 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) CONCERNING THE SERVICES OR ANY GOODS PROVIDED INCIDENTAL TO THE
SERVICES PROVIDED UNDER THIS AGREEMENT BY BISYS ARE COMPLETELY DISCLAIMED.
BISYS
shall maintain a fidelity bond covering larceny and embezzlement and an insurance policy
with respect to trustees, directors and officers errors and omissions coverage, in
amounts that are appropriate in light of its duties and responsibilities hereunder. Upon
the request of the Fund, BISYS shall provide evidence that coverage is in place. BISYS
shall notify the Fund should its insurance coverage with respect to professional liability
or errors and omissions coverage be reduced or canceled. Such notification shall include
the date of cancellation or reduction and the reasons therefore. BISYS shall notify the
Fund promptly of any material claims against it with respect to services performed under
this Agreement, whether or not they may be covered by insurance, and shall notify the Fund
promptly should the total outstanding claims made by BISYS under its insurance coverage
materially impair, or threaten to materially impair, the adequacy of its coverage.
|
19. |
Information to be Furnished by the Fund. |
The
Fund agrees to furnish to BISYS the following, upon BISYS’ request, each as amended
and current as of the Effective Date:
|
(a) |
Certified copies of the Fund’s Governing Documents and of any amendments
thereto; |
|
(b) |
A copy of the Valuation Policies (as defined in Schedule B); |
|
(c) |
A copy of the Fund DCPs (as defined in Schedule A); |
|
(d) |
A list of select officers of the Fund (including the Fund’s Chief
Compliance Officer) and any other persons, together with specimen signatures of
those officers and other persons, who are authorized to instruct BISYS in all
matters; |
|
(e) |
Two copies of any Distribution Agreements and any other forms and agreements
commonly used by the Fund and its distributor regarding their relationships and
transactions with investors; |
|
(f) |
Certified copies of resolutions of the Board regarding (A) Board approval of
this Agreement and authorization of an officer of the Fund to execute and
deliver this Agreement and instruct BISYS on various matters, and (B)
authorization of BISYS to act as administrator, fund accountant and investor
recordkeeper/transfer agent for the Fund as described herein; |
|
(g) |
A certificate from an officer of the Fund regarding Interests authorized,
issued, and outstanding as of the Effective Date of this Agreement and receipt
of full consideration by the Fund for all outstanding Interests; and
|
|
(h) |
Contact information for the Fund’s financing agent, if share-class
financing is available. |
|
20. |
Information Furnished by BISYS. |
BISYS
agrees to furnish to the Fund, upon its request, evidence of the following:
|
(a) |
Approval of this Agreement by BISYS, and authorization of a specified officer of
BISYS to execute and deliver this Agreement; |
|
(b) |
Authorization of BISYS to act as investor recordkeeper/transfer agent, fund
accountant and administrator for the Fund; and |
|
(c) |
The current BISYS As-of Trading Policy. |
Upon
request, BISYS shall furnish a copy of the relevant provisions of its internal policies on
service of employees as executive officers of funds (“BISYS Policies”), and any
material amendments thereto, to the Fund.
|
21. |
Amendments to Documents. |
The
Fund will provide BISYS with advance notice of any material amendments to the items set
forth in Section 19 of this Agreement. BISYS will not be responsible for changing or
conforming its services to any such amendments until BISYS has reviewed and accepted
responsibility for the relevant changes in services. BISYS will consider such changes in
good faith. In the event that any such amendment, or change in laws applicable to the Fund
would require BISYS to make specific changes to its service model, BISYS will use
reasonable good faith efforts to inform the Fund of the changes that would be necessary,
and set out the estimated costs and estimated implementation timetable for any additional
services. The parties shall then in good faith agree to mutually agreeable terms
applicable to such additional service.
|
22. |
Reliance on Amendments. |
BISYS
may rely on any amendments to or changes in any of the documents and other items to be
provided by the Fund pursuant to Sections 19 and 21 of this Agreement and the
indemnification provisions of Section 10 hereof are applicable to BISYS’ reasonable
reliance upon such amendments and/or changes. Although BISYS is authorized to rely on the
above-mentioned amendments to and changes in the documents and other items to be provided
pursuant to Sections 19 and 21 of this Agreement, in the event the same relate to services
provided by BISYS hereunder, BISYS shall have no liability for failure to comply with or
take any action in conformity with such amendments or changes except as provided in
Section 21 of this Agreement or as otherwise agreed upon in writing.
|
23. |
Compliance with Laws. |
(a)
Prospectus. Except for information which is the obligation of BISYS as
set forth in Section 11 of this Agreement, and except as provided in the
services listed in the schedules to this Agreement which call for information to
be provided by BISYS for inclusion in the Prospectus, the Fund assumes full
responsibility for the preparation, contents, and distribution of each
Prospectus of the Fund in compliance with all applicable requirements of the
Securities Act of 1933, as amended (the “1933 Act”), the 1940 Act, and
any other laws, rules and regulations of governmental authorities having
jurisdiction. Subject to its obligations herein with respect to “blue
sky” filings, BISYS shall have no obligation to take cognizance hereunder
of laws relating to the sale of the Interests. The Fund represents and warrants
that all Interests in the Fund that are offered to the public are covered by an
effective Registration Statement under the 1933 Act and 1940 Act.
(b)
Anti-Money Laundering. The Fund represents that it is not, and at all
times will not be, a financial institution subject to the law entitled Uniting
and Strengthening America by Providing Appropriate Tools Required to Intercept
and Obstruct Terrorism (“USA PATRIOT”) Act of 2001 and the Bank
Secrecy Act (collectively, the “AML Acts”) and that it is not subject
to the AML Acts and applicable regulations adopted thereunder (collectively, the
“Applicable AML Laws”).
Any
notice provided hereunder shall be sufficiently given when sent by registered or certified
mail to the party required to be served with such notice at the following address, or at
such other address as such party may from time to time specify in writing to the other
party pursuant to this Section 24:
|
|
Stroock & Stroock & Xxxxx LLP
000 Xxxxxx Xxxx
Xxx Xxxx, XX 00000-0000
Attention: Xxxxxx Xxxxxxx, Esq. |
|
|
BISYS Fund Services Ohio, Inc.
0000 Xxxxxxx Xxxx
Xxxxxxxx, XX 00000
Attn: President |
|
|
The BISYS Group, Inc.
000 Xxxxxxxxxx Xxxxxxx
Xxxxxxxx, XX 00000
Attn: General Counsel |
This
Agreement and the rights and duties hereunder shall not be assignable by either of the
parties without the prior written consent of the other party; provided, however, that
either party may assign this Agreement to an affiliate of such party without the need for
such consent. This Section 25 shall not limit or in any way affect BISYS’ right to
use a third party to perform obligations pursuant to Section 2 of this Agreement. This
Agreement shall be binding upon, and shall inure to the benefit of, the parties and their
respective successors and permitted assigns.
This
Agreement shall be governed by and construed in accordance with the laws of the State of
New York, without regard to New York’s conflicts of laws principles, and the
applicable provisions of the 1940 Act. To the extent that the laws of the State of New
York conflict with the applicable provisions of the 1940 Act, the applicable provisions of
1940 Act shall control.
The
services of BISYS rendered to the Fund hereunder are not to be deemed to be exclusive.
BISYS is free to render such services to others and to have other businesses and
interests. It is understood that trustees, officers, employees and investors in the Fund
are or may be or become interested in BISYS, as officers, employees or otherwise and that
partners, officers and employees of BISYS and its counsel are or may be or become
similarly interested in the Fund, and that BISYS may be or become interested in the Fund
as an investor or otherwise.
Nonpublic
personal financial information relating to consumers or customers of the Fund provided by,
or at the direction of the Fund to BISYS, or collected or retained by BISYS in the course
of performing its duties as transfer agent, shall be considered confidential information.
BISYS shall not give, sell or in any way transfer such confidential information to any
person or entity, other than affiliates of BISYS involved in servicing the Fund except at
the direction of the Fund or as required or permitted by law (including Applicable AML
Laws). BISYS represents, warrants and agrees that it has in place and will maintain
physical, electronic and procedural safeguards reasonably designed to protect the
security, confidentiality and integrity of, and to prevent unauthorized access to or use
of records and information relating to consumers or customers of the Fund. The Fund
represents to BISYS that it has adopted a Statement of its privacy policies and practices
as required by the Commission’s Regulation S-P and agrees to provide BISYS with a
copy of that statement annually.
|
(a) |
Paragraph headings in this Agreement are included for convenience only and are
not to be used to construe or interpret this Agreement. |
|
(b) |
This Agreement constitutes the complete agreement of the parties as to the
subject matter covered by this Agreement, and supersedes all prior negotiations,
understandings and agreements bearing upon the subject matter covered herein.
|
|
(c) |
This Agreement may be executed in counterparts, each of which shall be an
original but all of which, taken together, shall constitute one and the same
agreement. |
|
(d) |
No amendment to this Agreement shall be valid unless made in writing and
executed by both parties. |
|
(e) |
If any part, term or provision of this Agreement is held to be illegal, in
conflict with any law or otherwise invalid, the remaining portion or portions
shall be considered severable and not be affected, and the rights and
obligations of the parties shall be construed and enforced as if this Agreement
did not contain such part, term or provision. |
[Signature page follows.]
IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed all as of the
date first above written.
|
BISYS FUND SERVICES OHIO, INC.
By: __________________________________________
Name:
Title: |
SCHEDULE A
TO THE SERVICES AGREEMENT BETWEEN
BISYS FUND SERVICES OHIO, INC. AND CENTRAL PARK GROUP MULTI-
EVENT FUND
ADMINISTRATION SERVICES
BISYS
shall perform the following services to assist the Fund with administrative and portfolio
compliance requirements:
|
(i) |
Assist with general administrative operations, including obtaining CUSIPs, and
providing Fund information to vendors and service providers as reasonably
requested. |
|
(ii) |
Compute as appropriate the Fund’s net income (loss), capital gains
(losses), and gross and net monthly performance information. |
|
(iii) |
Assist the Fund in developing portfolio compliance procedures, and provide
periodic compliance monitoring services incorporating certain of those
procedures, including (as applicable) compliance with investment restrictions
imposed by the 1940 Act and the Fund’s investment objectives, defined
investment policies, and restrictions, provided such are determinable based upon
the Fund’s accounting records, and review quarterly portfolio compliance
reports prepared by the Investment Advisor, if requested. Provide the Board and
the Investment Advisor with quarterly results of portfolio compliance reviews.
|
|
(iv) |
Calculate contractual expenses of the Fund, including calculation of expense
waivers/reimbursements, servicing fees, and investment management and incentive
fees, amortization of organizational expenses, all in accordance with the
relevant contracts, with accounting principles generally accepted in the United
States of America (“GAAP”) and with the Offering Documents.
|
|
(v) |
Verify and authorize payment of all disbursements for the Fund, subject to
review and approval of an officer or other authorized person of the Fund (if
applicable), including Trustee and vendor fees. |
|
(vi) |
Prepare annual expense budget and monthly or quarterly (as agreed) accrual
analyses; provide information regarding comparable industry experience with
expense ratios/fee waivers, caps and rolling reimbursements. |
|
(vii) |
Calculate income/capital gain distributions in accordance with U.S.
income/excise tax distributions requirements. |
|
(viii) |
Monitor Fund activity for compliance with subchapter M (under the Internal
Revenue Code). |
|
(ix) |
Prepare U.S. tax Forms 1099-MISC with respect to Fund vendors. |
|
(x) |
Prepare draft semi-annual (unaudited report) and annual unaudited statement of
assets, liabilities and investors’ capital, statement of operations,
statement of changes in investors’ capital, statement of cash flows,
schedule of investments, financial highlights and notes to financial statements.
Provide draft statements and related accounting reports in connection with the
annual audit performed by the Fund’s auditor; provide the auditor with
access to the Fund’s books and records and coordinate with the Fund’s
auditors regarding annual audit. |
|
(xi) |
Prepare financial information, as applicable, for registration statements under
the 1940 Act and/or the 1933 Act, shareholder reports to investors (as indicated
above), and other Fund regulatory filings. Review drafts of all such filings to
verify information provided. |
|
(xii) |
Prepare and file the Fund’s Form N-SAR on a semi-annual
basis. |
|
(xiii) |
Make available appropriate individuals to serve as officers of the Fund, upon
designation by the Board, provided such individuals will serve only in
ministerial or administrative capacities related to BISYS’ services
hereunder. |
|
(xiv) |
Assist the Fund in connection with its obligations under Sections 302 and 906 of
the Xxxxxxxx-Xxxxx Act of 2002, Rule 30a-2 and 30a-3 under the 1940 Act, and
related laws (collectively, “Xxxxxxxx-Xxxxx”), by internally
establishing and maintaining controls and procedures (“BISYS
Controls”) designed to ensure that information recorded, processed,
summarized, or reported by BISYS and its affiliates on behalf of the Fund and
included in financial information certified by Fund officers (the
“Certifying Officers”) on Form N-CSR and Form N-Q (collectively,
“Reports”) is (A) recorded, processed, summarized, and reported
by BISYS within the time periods specified in the SEC’s rules and forms and
the Fund’s corresponding disclosure and control procedures (the “Fund
DCPs”), and (B) accumulated and communicated to the relevant
Certifying Officers consistent with the Fund DCPs. |
|
|
If requested by the Certifying Officers with respect to a fiscal period during
which BISYS serves or served as financial administrator, BISYS will provide a
sub-certification consistent with the requirements of Xxxxxxxx-Xxxxx pertaining
to BISYS’ services solely for the purpose of providing a basis of support
(as to information which has been prepared, processed and reported by BISYS, and
as to BISYS Controls) for the Certifying Officers to render the certifications
required by Xxxxxxxx-Xxxxx (or, if applicable with respect to a Report, inform
the Certifying Officers of the reasons why the statements in such a
certification would not be accurate). In rendering any such sub-certifications
concerning Fund Reports, BISYS may (I) limit its representations to
information prepared, processed and reported by BISYS, (II) rely upon and
assume the accuracy of the information provided by officers and other authorized
agents of the Fund, including all other service providers of the Fund, and
compliance by such officers and agents with the Fund DCPs, including, but not
limited to, the Fund’s Investment Advisor and custodian, and
(III) assume that the Fund has selected appropriate accounting policies for
the Fund. |
|
|
The Fund shall assist and cooperate with BISYS (and shall use its best efforts
to cause its officers, the Investment Advisor, and other service providers to
assist and cooperate with BISYS) to facilitate the delivery of information
requested by BISYS in connection with the preparation of the Fund’s Form
N-CSR and Form N-Q, including Fund financial statements, so that BISYS may
submit a draft Report to the Fund’s Disclosure Controls and Procedures
Committee (“Fund DCP Committee”) prior to the date the relevant Report
is to be filed. The Certifying Officers and the Chief Legal Officer (if any) of
the Fund shall be deemed to constitute the Fund DCP Committee in cases in which
no other Fund DCP Committee has been designated or is operative. In connection
with its review and evaluations, the Fund DCP Committee shall establish a
schedule to ensure that all required disclosures in Form N-CSR and in the
financial statements for the Fund are identified and prepared in a timeframe
sufficient to allow review by the Fund DCP Committee at least 10 days prior to
the date the relevant report is to be filed. At the request of the Fund or its
Certifying Officers, BISYS shall provide reasonable administrative assistance to
the Fund in connection with obtaining service provider sub-certifications,
SAS-70 reports on internal controls, and any applicable representations to bring
such certifications current to the end of the reporting period, and in preparing
summaries of issues raised in such documents. |
|
|
The Fund shall, in its own capacity, take all reasonably necessary and
appropriate measures to comply with its obligations under Xxxxxxxx-Xxxxx.
Without limitation of the foregoing, except for those obligations which are
expressly delegated to or assumed by BISYS in this Agreement, the Fund shall
maintain responsibility for, and shall support and facilitate the role of each
Certifying Officer and the Fund DCP Committee in, designing and maintaining the
Fund DCPs in accordance with applicable laws, including (x) ensuring that
the Fund DCP Committee and/or Certifying Officers obtain and review
sub-certifications and reports on internal controls from the Investment Advisor
and other service providers of the Fund sufficiently in advance of the date upon
which the relevant financial statements must be finalized by BISYS (in order to
print, distribute and/or file the same hereunder), (y) evaluating of the
effectiveness of the design and operation of the Fund DCP, under the
supervision, and with the participation of, the Certifying Officers, within the
requisite timeframe prior to the filing of each Report, and (z) ensuring
that its Certifying Officers render the requisite certifications or take such
other actions as may be permitted or required under applicable laws. |
|
(xviii) |
Prepare, with the assistance of the Investment Advisor and Fund officers, the
drafts of, and file the certified final versions of the Fund’s Form N-CSR
and Form N-Q. |
SCHEDULE B
TO THE SERVICES AGREEMENT BETWEEN
BISYS FUND SERVICES OHIO, INC. AND CENTRAL PARK GROUP MULTI-
EVENT FUND
FUND ACCOUNTING SERVICES
BISYS
shall perform the following accounting services (monthly, unless expressly provided
otherwise):
|
(i) |
Generate and maintain the general ledger and original books of entry, based on
information received from the Fund, the Fund’s Investment Advisor, brokers
and other relevant third parties; |
|
(ii) |
Verify and reconcile with the Fund’s custodian and the Investment Advisor
cash balances and trade activity; verify and reconcile Interest balances against
receivable & payables; |
|
(iii) |
Obtain monthly valuations for the Fund’s portfolio holdings, calculate the
net asset value of the Fund “NAV” and each Interest in accordance with
the Fund’s valuation policies and procedures (the “Valuation
Policies”), the Governing Documents, and the Prospectus; |
|
(iv) |
Compute as appropriate the Fund’s net income (loss), capital gains
(losses), expense ratios and portfolio turnover rate, all as mutually agreed;
|
|
(v) |
Calculate contractual expenses of the Fund, including calculation of management
fees, expense waivers/reimbursements, servicing fees, and investment management
and incentive fees, amortization of organizational expenses, all in accordance
with the relevant contracts, the Governing Documents, and the Prospectus; make
and control all disbursements for the Fund, subject to review and approval of an
officer or other authorized person of the Fund, including administration of
trustee and vendor fees and compensation on behalf of the Fund, and as otherwise
appropriate; |
|
(vi) |
Post Fund transactions to appropriate general ledger categories;
|
|
(vii) |
Accrue Fund expenses in accordance with budgets or as otherwise directed, submit
changes to accruals and expenses to authorized officers of the Fund (other than
an officer or employee of BISYS) for review and approval; |
|
(viii) |
Post investor activity and reconcile monthly balances; |
|
(ix) |
Monitor and reconcile to the Fund’s custodian the outstanding receivables
and payables for all (A) security trades and (B) transactions in Interests;
|
|
(x) |
Determine unrealized appreciation and depreciation on securities held and
account for the amortization of premiums or discounts; |
|
(xi) |
After approval of Net Asset Value calculations, distribute Net Asset Values and
other performance information as directed by the Fund; |
|
(xii) |
Prepare and provide monthly unaudited statement of assets, liabilities and
investors’ capital, statement of operations, statement of changes in
investors’ capital, statement of cash flows and schedule of investments;
|
|
(xiii) |
Prepare and provide accounting information, as applicable, for registration
statements on Form N-2, reports to investors, and other filings related to
Interests, and examinations by the SEC or other regulators; |
|
(xiv) |
Provide accounting reports in connection with the annual audit performed by the
Fund’s auditor in accordance with a mutually-agreed timeline (subject to
BISYS’ timely receipt of all necessary information, including valuations
from Portfolio Funds, if applicable) and provide the auditor with access to the
Fund’s books and records; |
|
(xv) |
Prepare financial materials for Board books; and |
|
(xvi) |
Assist with regulatory audits and examinations of the Fund, including providing
accounting reports of the Fund for such audits and examinations.
|
SCHEDULE C
TO THE SERVICES AGREEMENT BETWEEN
BISYS FUND SERVICES OHIO, INC. AND CENTRAL PARK GROUP MULTI-
EVENT FUND
TRANSFER AGENCY/ INVESTOR SERVICES
BISYS
shall maintain accounts of investors on its investor record-keeping systems, and provide
the following investor services in connection therewith:
|
(i) |
Process purchases, dividend reinvestments, repurchases/tenders, and transfers of
Interests; prepare and issue investor confirmations, which shall be in
compliance with Rule 10b-10 of the Securities Exchange Act of 1934, as amended,
(the “Exchange Act”). |
|
(ii) |
Maintain the register of investors; maintain investor records, including account
documentation files, all or part of which may be kept on microfiche and/or
otherwise imaged. |
|
(iii) |
Prepare U.S. tax forms with respect to Fund investors, including calculation of
amounts reported (e.g., 1099, 5498). |
|
(v) |
Monitor receipt of cash equivalents; prepare and, subject to review by the Fund,
file IRS Form 8300 as necessary. |
|
(vi) |
Tabulate investor responses to tender/repurchase offers not more frequently than
semi-annually. |
|
(vii) |
Verify investor names against the list of persons subject to economic and trade
sanctions published by the U.S. Department of the Treasury, Office of Foreign
Assets Control and other relevant lists published by governmental or other
applicable authorities, all as required by applicable U.S. laws and regulations
or as otherwise reasonably directed by the Fund. |
|
(ix) |
Prepare and issue monthly account statements to investors.
|
|
(x) |
Where applicable, process redemption fees as stated in the Fund Prospectus.
|
|
(xi) |
Provide reporting and cash movement as instructed by the Fund and
the financing agent, in the event of share-class financing. |
|
(xii) |
Calculate redemption fees, as appropriate. |
SCHEDULE D
TO THE SERVICES AGREEMENT BETWEEN
BISYS FUND SERVICES OHIO, INC. AND CENTRAL PARK GROUP
MULTI-
EVENT FUND
BLUE SKY SERVICES
BISYS
shall perform the following services to assist the Fund with state regulatory filings:
|
|
Prepare such reports, applications and documents (including reports regarding
the sale and redemption of Interests as may be required in order to comply with
U.S. federal and state securities laws) as may be necessary or desirable to
register and/or report sales of Interests with state securities authorities in
each state authorized by the Fund); monitor the sale of Interests for compliance
with state securities laws, and file with the appropriate state securities
authorities the registration statements and reports for the Fund and the
Interests and all amendments thereto, as may be necessary or convenient to
register and keep effective the registration of the Fund and the Interests with
applicable state securities authorities to enable the Fund to make a continuous
offering of its Interests. State securities (“Blue Sky”) exemption
services are made available at an additional standard fee which is earned by
BISYS based on exemptions obtained by the Fund, including an annual
minimum. |
SCHEDULE E
TO THE SERVICES AGREEMENT BETWEEN
BISYS FUND SERVICES OHIO, INC. AND CENTRAL PARK GROUP
MULTI-
EVENT FUND
FEES
The
Fund shall pay to BISYS on the first business day of each month, or as otherwise set forth
below, the fees determined at the annual rates set forth below.
Administration/ Fund Accounting Services Fees:
Asset-Based Annual Fee
0.08% of the first $250 million in net assets of the Fund, plus
0.06% of the aggregate net assets of all Funds in excess of $250 million.
The asset-based fee is subject to an annual minimum fee of $125,000.
Investor Servicing Fees:
Investor Account Fees (per Investor per annum)
0-100
101-1000 Investors
Over 1000 Investors |
No cost
$20
$10 |
AML Fees:
Annual Fees
Program Fee:
Identity Check/Early Warning Software
(to be billed in equal monthly installments) |
$4,500
$47.92 per month |
Out of Pocket Expenses and Miscellaneous Charges:
The out of pocket expenses and miscellaneous services fees and
charges provided for under the Agreement are not included in the above fees and
shall also be payable to BISYS in accordance with the provisions of this
Agreement.
CPI Adjustment:
Commencing on the one-year anniversary of the Effective Date,
BISYS may annually increase the fixed fees and other fees expressed as stated
dollar amounts in this Agreement by up to an amount equal to the most recent
annual percentage increase in consumer prices for services as measured by the
United States Consumer Price Index entitled "All Services Less Rent of Shelter"
or a similar index should such index no longer be published.
