Exhibit (k)(2)
ADMINISTRATION, ACCOUNTING AND INVESTOR SERVICES AGREEMENT
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THIS AGREEMENT is made as of ______, 2004 by and between BTOP50 CTA
Index Fund, a Delaware statutory trust (the "Fund"), and PFPC INC., a
Massachusetts corporation ("PFPC").
W I T N E S S E T H:
WHEREAS, the Fund is registered as a closed-end, non-diversified
management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, the Fund wishes to retain PFPC to provide certain
administration, accounting and investor services provided for herein, and PFPC
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 Fund and any other
person duly authorized by the Fund's Board of Trustees to give Oral
Instructions and Written Instructions on behalf of 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) "Change of Control" means a change in ownership or control (not
including transactions between wholly-owned direct or indirect
subsidiaries of a common parent) of 25% or more of the beneficial
ownership of the shares of common stock or shares of beneficial
interest of an entity or its parent(s).
(e) "CEA" means the Commodities Exchange Act, as amended.
(f) "Shares" means the shares of beneficial interest of any series or
class of the Fund.
(g) "Organizational Documents" means, in the case of the Fund, the
Agreement and Declaration of Trust or other documents constituting
the Fund.
(h) "Oral Instructions" mean oral instructions received by PFPC from an
Authorized Person or from a person reasonably believed by PFPC to
be an Authorized Person. PFPC 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.
(i) "SEC" means the Securities and Exchange Commission.
(j) "Securities Laws" means the 1933 Act, the 1934 Act, the 1940 Act
and the CEA.
(k) "Written Instructions" means (i) written instructions signed by an
Authorized Person and received by PFPC or (ii) trade instructions
transmitted (and received by PFPC) by means of an electronic
transaction reporting system, access to which requires use of a
password or other authorized identifier. The instructions may be
delivered by hand, mail, tested telegram, cable, telex or facsimile
sending device.
2. APPOINTMENT. The Fund hereby appoints PFPC to provide administration,
accounting and investor services to the Fund, in accordance with the
terms set forth in this Agreement. PFPC accepts such appointment and
agrees to furnish such services.
3. DELIVERY OF DOCUMENTS. The Fund has provided or, where applicable, will
provide PFPC with the following:
(a) certified or authenticated copies of the resolutions of the Fund's
trustees, approving the appointment of PFPC or its affiliates to
provide services and approving this Agreement;
(b) a copy of the Fund's most recent effective registration statement
on Form N-2 under the 1940 Act, as filed with the SEC;
(c) a copy of all of the Fund's Organizational Documents;
(d) a copy of any distribution agreement with respect to the Fund;
(e) a copy of any additional administration agreement with respect to
the Fund;
(f) a copy of any investor servicing agreement made with respect to the
Fund; and
(g) copies (certified or authenticated, where applicable) of any and
all amendments or supplements to the foregoing.
4. COMPLIANCE WITH RULES AND REGULATIONS.
PFPC undertakes to comply with the 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 PFPC hereunder as are specified in writing by the Fund to
PFPC and agreed in writing by PFPC. Except as specifically set forth
herein, PFPC assumes no responsibility for such compliance by the
Fund.
5. INSTRUCTIONS.
(a) Unless otherwise provided in this Agreement, PFPC shall act only
upon Oral Instructions or Written Instructions.
(b) PFPC shall be entitled to rely upon any Oral Instructions or
Written Instructions it receives from an Authorized Person (or from
a person reasonably believed by PFPC to be an Authorized Person)
pursuant to this Agreement. PFPC may assume that any Oral
Instruction or Written Instruction received hereunder is not in any
way inconsistent with the provisions of the Organizational
Documents or this Agreement or of any vote, resolution or
proceeding of the Fund's Board of Trustees, unless and until PFPC
receives Written Instructions to the contrary.
(c) The Fund agrees to forward to PFPC Written Instructions confirming
Oral Instructions (except where such Oral Instructions are given by
PFPC or its affiliates) so that PFPC receives the Written
Instructions as promptly as practicable and in any event by the
close of business on the day after such Oral Instructions are
received. The fact that such confirming Written Instructions are
not received by PFPC or differ from the Oral Instructions shall in
no way invalidate the transactions or enforceability of the
transactions authorized by the Oral Instructions or PFPC's ability
to rely upon such Oral Instructions.
6. RIGHT TO RECEIVE ADVICE.
(a) Advice of the Fund. If PFPC is in doubt as to any action it should
or should not take, PFPC may request directions or advice,
including Oral Instructions or Written Instructions, from the Fund.
(b) Advice of Counsel. If PFPC shall be in doubt as to any question of
law pertaining to any action it should or should not take, PFPC may
request advice from counsel of its own choosing (who may be counsel
for the Fund, the Fund's investment adviser or PFPC, at the option
of PFPC).
(c) Conflicting Advice. In the event of a conflict between directions
or advice or Oral Instructions or Written Instructions PFPC
receives from the Fund, and the advice PFPC receives from counsel,
PFPC may rely upon and follow the advice of counsel.
(d) Protection of PFPC. PFPC shall be indemnified by the Fund and
without liability for any action PFPC takes or does not take in
reliance upon directions or advice or Oral Instructions or Written
Instructions PFPC receives from or on behalf of the Fund or from
counsel and which PFPC believes, in good faith, to be consistent
with those directions or advice or Oral Instructions or Written
Instructions. Nothing in this section shall be construed so as to
impose an obligation upon PFPC (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.
7. RECORDS; VISITS.
(a) The books and records pertaining to the Fund, which are in the
possession or under the control of PFPC, shall be the property of
the Fund. Such books and records shall be prepared and maintained
as required by the 1940 Act and other applicable securities laws,
rules and regulations. The Fund and Authorized persons shall have
access to such books and records at all times during PFPC's normal
business hours. Upon the reasonable request of the Fund, copies of
any books and records shall be provided by PFPC to the Fund or to
an authorized Person, at the Fund's expense. Any such books and
records may be maintained in the form of electronic media and
stored on any magnetic disk or similar recording method.
(b) PPFC shall keep the following records:
(i) all books and records with respect to the Fund's books of
account; and
(ii) records of the Fund's securities transactions.
8. 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 Fund or PFPC and their respective subsidiaries and
affiliated companies; (b) any scientific or technical information,
design, process, procedure, formula, or improvement that is commercially
valuable and secret in the sense that its confidentiality affords the
Fund or PFPC 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: (a) it is already known
to the receiving party at the time it is obtained; (b) it is or becomes
publicly known or available through no wrongful act of the receiving
party; (c) it 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) it is released by the protected party to a third
party without restriction; (e) it 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) it is relevant to the defense of
any claim or cause of action asserted against the receiving party; (g)
release of such information is necessary or desirable in connection with
PFPC's provision of services under this Agreement; or (h) it has been or
is independently developed or obtained by the receiving party.
9. LIAISON WITH ACCOUNTANTS. PFPC shall act as liaison with the Fund's
independent public accountants and shall provide account analyses,
fiscal year summaries, and other audit-related schedules with respect to
the Fund. PFPC shall take all reasonable action in the performance of
its duties under this Agreement to assure that the necessary information
is made available to such accountants for the expression of their
opinion, as required by the Fund.
10. PFPC SYSTEM. PFPC 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 PFPC in connection with the services provided by PFPC to the
Fund.
11. DISASTER RECOVERY. PFPC 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, PFPC shall, at no additional expense to the Fund, take
reasonable steps to minimize service interruptions. PFPC 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 PFPC's own willful misfeasance, bad faith, gross negligence or
reckless disregard of its duties or obligations under this Agreement.
12. COMPENSATION. As compensation for services set forth herein that are
rendered by PFPC during the term of this Agreement, the Fund will pay to
PFPC a fee or fees as may be agreed to in writing by the Fund and PFPC.
13. INDEMNIFICATION. The Fund agrees to indemnify, defend and hold harmless
PFPC 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 PFPC takes in
connection with the provision of services to the Fund. Neither PFPC, nor
any of its affiliates, shall be indemnified against any liability (or
any expenses incident to such liability) caused by PFPC's or its
affiliates' own willful misfeasance, bad faith, gross negligence or
reckless disregard in the performance of PFPC's activities under this
Agreement. Any amounts payable by the Fund hereunder shall be satisfied
only against the relevant portfolio's assets and not against the assets
of any other investment portfolio of the Fund. The provisions of this
Section 13 shall survive termination of this Agreement.
14. RESPONSIBILITY OF PFPC.
(a) PFPC shall be under no duty to take any action on behalf of the
Fund except as specifically set forth herein or as may be
specifically agreed to by PFPC and the Fund in a written amendment
hereto. PFPC 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. PFPC shall
be liable only for any damages arising out of PFPC's failure to
perform its duties under this Agreement to the extent such damages
arise out of PFPC's willful misfeasance, bad faith, gross
negligence or reckless disregard of such duties.
(b) Notwithstanding anything in this Agreement to the contrary, (i)
PFPC 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) PFPC 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 PFPC reasonably believes to be genuine.
(c) Notwithstanding anything in this Agreement (whether contained
anywhere in Sections 15-17 or otherwise) to the contrary, the Fund
hereby acknowledges and agrees that (i) PFPC, in the course of
providing tax-related services or calculating and reporting
portfolio performance hereunder, may rely upon PFPC's
interpretation of tax positions or its interpretation of relevant
circumstances (as determined by PFPC) in providing such tax
services and in determining methods of calculating portfolio
performance to be used, and that (ii) PFPC shall not be liable for
losses or damages of any kind associated with such reliance except
to the extent such loss or damage is substantially due to PFPC's
gross negligence or willful misconduct.
(d) Notwithstanding anything in this Agreement to the contrary, without
limiting anything in the immediately preceding Section 14(c), Fund
hereby acknowledges and agrees that PFPC shall not be liable for
any losses or damages of any kind associated with any tax filings
with which PFPC has assisted in any way except to the extent such
loss or damage is substantially due to PFPC's gross negligence or
willful misconduct; provided, however, that PFPC shall not be found
to have been grossly negligent for losses or damages associated
with areas of responsibility that the judiciary, regulators (or
other governmental officials) or members of the hedge fund industry
determine would otherwise apply to PFPC (or similar service
providers) and which, as of the date hereof, have yet to be
identified by such parties as areas for which PFPC (or any similar
service provider) is (or would be) responsible.
(e) Notwithstanding anything in this Agreement to the contrary, (i)
neither PFPC nor its affiliates shall be liable for any
consequential, special or indirect losses or damages, whether or
not the likelihood of such losses or damages was known by PFPC or
its affiliates and (ii) PFPC's cumulative liability to the Fund for
all losses, claims, suits, controversies, breaches or damages for
any cause whatsoever (including but not limited to those arising
out of or related to this Agreement) and regardless of the form of
action or legal theory shall not exceed the lesser of $100,000 or
the fees received by PFPC for services provided hereunder during
the 12 months immediately prior to the date of such loss or damage.
(f) No party may assert a cause of action against PFPC or any of its
affiliates that allegedly occurred more than 12 months immediately
prior to the filing of the suit (or, if applicable, commencement of
arbitration proceedings) alleging such cause of action.
(g) Each party shall have a duty to mitigate damages for which the
other party may become responsible.
(h) The provisions of this Section 14 shall survive termination of this
Agreement.
(i) Notwithstanding anything in this Agreement to the contrary, PFPC
shall have no liability either for any error or omission of any of
its predecessors as servicer on behalf of the Fund or for any
failure to discover any such error or omission.
15. DESCRIPTION OF ACCOUNTING SERVICES ON A CONTINUOUS BASIS.
PFPC will perform the following accounting services with respect to
each portfolio:
(i) Journalize investment, capital and income and expense
activities;
(ii) Verify investment buy/sell trade tickets when received from
the investment adviser for the portfolio (the "Adviser");
(iii) Maintain individual ledgers for investment securities;
(iv) Maintain historical tax lots for each security;
(v) Record and reconcile corporate action activity and all
other capital changes;
(vi) Reconcile cash and investment balances of the Fund with the
Fund's custodian(s), and provide the Adviser with the
beginning cash balance available for investment purposes.
(vii) Update the cash availability as required by the Adviser;
(viii) Calculate contractual expenses, including management fees,
as applicable, in accordance with the Fund's offering
memorandum;
(ix) Post to and prepare the Statement of Assets and Liabilities
and the Statement of Operations in U.S. dollar terms;
(x) Monitor the expense accruals and notify an officer of the
Fund of any proposed adjustments;
(xi) Control all disbursements and authorize such disbursements
from the Fund's account with the custodian(s) upon Written
Instructions;
(xii) Calculate capital gains and losses in accordance with
generally accepted accounting principles;
(xiii) Determine net income in accordance with generally accepted
accounting principles;
(xiv) Determine applicable foreign exchange gains and losses on
payables and receivables;
(xv) Obtain monthly security market quotes and currency exchange
rates from independent pricing services approved by the
Adviser, or if such quotes are unavailable, then obtain
such prices from the Adviser, and in either case calculate
the market value of the Fund's investments in accordance
with the applicable valuation policies or guidelines
provided by the Fund to PFPC and acceptable to PFPC;
(xvi) Transmit or mail a copy of the monthly portfolio valuation
to the Adviser;
(xvii) Arrange for the computation of the net asset value in
accordance with the provisions of the Fund's prospectus and
statement of additional information, as modified by any
resolutions or policies adopted by the Fund's Board of
Trustees; and
(xviii) As appropriate, compute yields, total return, expense
ratios, portfolio turnover rate, and, if required,
portfolio average dollar-weighted maturity.
16. DESCRIPTION OF ADMINISTRATION SERVICES ON A CONTINUOUS BASIS. PFPC will
perform the following administration services if required with respect
to each portfolio:
(i) Prepare monthly security transaction listings;
(ii) Supply various normal and customary Fund statistical data
as requested on an ongoing basis;
(iii) Prepare and file upon execution the Fund's Federal and
state tax returns;
(iv) Assist in the preparation of notices of meetings of
shareholders and proxy materials relating to such meetings;
(v) Monitor the Fund's assets to assure adequate fidelity bond
coverage is maintained;
(vi) Draft agendas and resolutions for quarterly and special
Board meetings and draft written consents of the Board;
(vii) Coordinate the preparation, assembly and mailing of
materials for Board meetings;
(viii) Maintain the Fund's corporate calendar to assure compliance
with various SEC filing and Board approval deadlines;
(ix) Monitor the Fund's compliance with the amounts and
conditions of each state qualification;
(x) Maintain the Fund's files;
(xi) Provide periodic updates on recent significant regulatory
events relating to the 1940 Act;
(xii) Mail to appropriate parties the personal securities
transaction quarterly reporting forms under the Fund's Code
of Ethics pursuant to Rule 17j-1 under the 1940 Act;
(xiii) Prepare and file semi-annual reports on Form N-SAR;
(xiv) Prepare the Fund's annual and semi-annual shareholder
reports (not including Form N-CSR);
(xv) Coordinate the preparation, assembly and mailing of
materials for Board meetings; and
(xvi) Monitor the Fund's status as a regulated Investment Company
under Sub-Chapter M of the Internal Revenue Code of 1986,
as amended;
17. DESCRIPTION OF INVESTOR SERVICES ON A CONTINUOUS BASIS. PFPC will
perform the following functions:
(i) Maintain the register of Shareholders and enter on such
register all issues, transfers and repurchases of shares in
the Fund;
(ii) Arrange for the calculation of the issue and repurchase
prices of shares in the Fund in accordance with the Fund's
Offering Memorandum; and
(iii) Prepare and mail annually to each Shareholder a Form 1099
in accordance with applicable tax regulations
18. DURATION AND TERMINATION. This Agreement shall continue until terminated
by the Fund or by PFPC on sixty (60) days' prior written notice to the
other party. In the event the Fund gives notice of termination, all
expenses associated with movement (or duplication) of records and
materials and conversion thereof to a successor service provider (or
each successive service provider, if there are more than one), and all
trailing expenses incurred by PFPC, will be borne by the Fund.
19. CHANGE OF CONTROL. Notwithstanding any other provision of this
Agreement, in the event of an agreement to enter into a transaction that
would result in a Change of Control of the Adviser or sponsor, the
Fund's ability to terminate the Agreement pursuant to Section 18 will be
suspended from the time of such agreement until two years after the
Change of Control.
20. NOTICES. Notices shall be addressed (a) if to PFPC, at 000 Xxxxxxxx
Xxxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, Attention: President; (b) if to the
Fund, at __________________, Attention:____________________ 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.
21. 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.
22. ASSIGNMENT. PFPC may assign its rights hereunder to any majority-owned
direct or indirect subsidiary of PFPC or of The PNC Financial Services
Group, Inc., provided that PFPC gives the Fund 30 days prior written
notice of such assignment.
23. 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.
24. FURTHER ACTIONS. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the
purposes hereof.
25. MISCELLANEOUS.
(a) Entire Agreement. 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.
(b) No Changes that Materially Affect Obligations. Notwithstanding
anything in this Agreement to the contrary, the Fund agrees not to
make any modifications to its registration statement or adopt any
policies which would affect materially the obligations or
responsibilities of PFPC hereunder without the prior written
approval of PFPC, which approval shall not be unreasonably withheld
or delayed.
(c) Captions. 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.
(d) Governing Law. This Agreement shall be deemed to be a contract made
in Delaware and governed by Delaware law without regard to
principles of conflict of law.
(e) Partial Invalidity. 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.
(f) Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their
respective successors and permitted assigns.
(g) No Representations or Warranties. Except as expressly provided in
this Agreement, PFPC hereby disclaims all representations and
warranties, express or implied, made to the Fund 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. PFPC
disclaims any warranty of title or non-infringement except as
otherwise set forth in this Agreement.
(h) Facsimile Signatures. The facsimile signature of any party to this
Agreement shall constitute the valid and binding execution hereof
by such party.
(i) Customer Identification Program Notice. To help the U.S. government
fight the funding of terrorism and money laundering activities,
U.S. Federal law requires each financial institution to obtain,
verify, and record certain information that identifies each person
who initially opens an account with that financial institution on
or after October 1, 2003. Certain of PFPC's affiliates are
financial institutions, and as a matter of policy PFPC will request
(or already has requested) the Fund's name, address and taxpayer
identification number or other government-issued identification
number, and, if such party is a natural person, that party's date
of birth. PFPC may also ask (and may have already asked) for
additional identifying information, and PFPC may take steps (and
may have already taken steps) to verify the authenticity and
accuracy of these data elements.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
PFPC INC.
By: __________________________________
Title:_________________________________
BTOP50 CTA INDEX FUND
By:____________________________________
Title:_________________________________
______________, 2004
BTOP50 CTA INDEX FUND
RE: ADMINISTRATION, ACCOUNTING, REGULATORY ADMINISTRATION AND
INVESTOR SERVICES FEES
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s
Dear Sir/Madam:
This letter constitutes our agreement with respect to compensation to
be paid to PFPC Inc. ("PFPC") under the terms of an Administration, Accounting
and Investor Services Agreement ("Agreement") dated _______, 2004 between PFPC
and BTOP50 CTA Index Fund (the "Fund") as amended from time to time for services
provided on behalf of the Fund. Pursuant to Paragraph 12 of the Agreement, and
in consideration of the services to be provided to the Fund, the Fund will pay
PFPC an annual administration, accounting and investor services fee to be paid
monthly as set forth below.
A. ADMINISTRATION AND ACCOUNTING SERVICES
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1. ASSET BASED FEES:
The following annual fee will be calculated based upon the
Fund's average net assets and paid monthly:
.065% of the Fund's first $200 million of average net assets;
.050% of the Fund's next $200 million of average net assets; and
.040% of the Fund's average net assets in excess of $400
million.
2. MINIMUM MONTHLY FEE:
The minimum monthly fee shall be $6,250 for the Fund, exclusive
of investor services fees, regulatory administration fees,
taxation services fees and out-of-pocket expenses.
3. TAXATION SERVICES FEES:
An annual fee of $15,000 will be charged to create and mail
1099's to shareholders and e-file the 1099's with the IRS.
4. OUT-OF-POCKET EXPENSES:
The Fund will reimburse PFPC for out-of-pocket expenses incurred
on the Fund's behalf, including, but not limited to, postage,
telephone, telex, overnight express charges, bank charges,
custom development costs, transmission expenses, cost of access
to PFPC's data warehouse system, costs to obtain independent
security market quotes, Blue Sky registration services, travel
expenses incurred for Board meeting attendance and multiple
class fees, if applicable.
B. REGULATORY ADMINISTRATION
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1. ASSET BASED FEES:
The following annual fee will be calculated based upon the
Fund's average net assets and paid monthly:
.015% of the Fund's average net assets
2. MINIMUM MONTHLY FEE:
The minimum monthly fee shall be $3,750, exclusive of
out-of-pocket expenses.
3. OUT-OF-POCKET EXPENSES:
The Fund will reimburse PFPC for out-of-pocket expenses incurred
on its behalf, including, but not limited to, postage, overnight
express charges, courier services, facsimile, telephone, telex,
duplicating charges, travel expenses incurred in connection with
Board and client meetings, supplies for the preparation of
client materials and other miscellaneous expenses.
C. INVESTOR SERVICES
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1. SHAREHOLDER PROCESSING FEE:
$65 per shareholder, per year for each of the first 500
shareholders; plus $50 per shareholder, per year, for each of
the next 500 shareholders; plus $35 per shareholder, per year,
for each shareholder in excess of 1,000.
2. MINIMUM MONTHLY FEE:
The minimum monthly fee shall be $1,500 per month, exclusive of
out-of-pocket expenses.
3. OUT-OF-POCKET EXPENSES
The Fund will reimburse PFPC for out-of-pocket expenses incurred
on the Fund's behalf, including, but not limited to, postage,
supplies, overnight express charges, hardware/phone lines for
data transmission and remote terminal(s), customized investor
research requests, wire fees, record retention/storage, cost of
annual 1099 mailing, cost of electronically filing tax returns,
and negotiated time and materials for development and
programming costs (if applicable).
Out-of-pocket expenses are billed as they are incurred. Should
the Fund utilize escrow accounts at PNC Bank, N.A. standard
retail account charges would apply Charges for outsourced
mailing and reproduction will be pre-approved and passed through
at cost.
D. MISCELLANEOUS
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After the one year anniversary of the effective date of the Agreement,
PFPC may adjust the fees described in this letter once per calendar
year, upon thirty (30) days prior written notice in an amount not to
exceed the cumulative percentage increase in the Consumer Price Index
for All Urban Consumers (CPI-U) U.S. City Average, All items
(unadjusted) - (1982-84=100), published by the U.S. Department of Labor
since the last such adjustment in the Fund's monthly fees (or the
Effective Date of the Agreement absent such a prior adjustment).
Any fee or out-of-pocket expenses not paid within 30 days of the date
of the original invoice will be charged a late payment fee of 1% per
month until payment of the fees are received by PFPC.
The fee for the period from the date hereof until the end of that year
shall be prorated according to the proportion which such period bears
to the full annual period, with the exception of the Taxation Services
Fee.
If the foregoing accurately sets forth our agreement and you intend to
be legally bound thereby, please execute a copy of this letter and return it to
us.
Very truly yours,
PFPC INC.
By: __________________________
Name:__________________________
Title:_________________________
Agreed and Accepted:
BTOP50 CTA INDEX FUND
By: _______________________________
Name:_______________________________
Title:______________________________
