CUSTODY AGREEMENTCustody Agreement • March 26th, 2008 • Thirty Eight Hundred Fund LLC • New York
AGREEMENT, dated as of December 28, 2007 between The Thirty-Eight Hundred Fund, LLC, a limited liability company organized and existing under the laws of the State of Delaware having its principal office and place of business at 3800 Howard Hughes Pkwy, Suite 900, Las Vegas, Nevada 89169-0925 (the “Fund”) and The Bank of New York, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“Custodian”).
FISCAL AGENCY AGREEMENTFiscal Agency Agreement • January 27th, 2012 • Thirty Eight Hundred Fund LLC • New York
EXHIBIT A FORM OF TERMS AND CONDITIONS EXHIBIT B FORM OF GLOBAL NOTE EXHIBIT C FORM OF DEFINITIVE NOTE This FISCAL AGENCY AGREEMENT, dated as of August 17, 2011 (this "AGREEMENT"), is among The Thirty-Eight Hundred Fund, LLC (the "COMPANY"), The Bank of New York Mellon, as fiscal agent, principal paying agent, calculation agent, registrar and transfer agent (the "FISCAL AGENT"), and The Bank of New York Mellon, as a paying agent. Section 1. GENERAL. Pursuant to a Placement Agent Agreement dated as of August 17, 2011 (the "PLACEMENT AGENT AGREEMENT") between the Company and Barclays Bank PLC, the Company has authorized Barclays Bank PLC to act as exclusive placement agent for the Company in connection with the proposed offering, issue and sale privately of up to U.S.$200,000,000 aggregate principal amount of the Company's Floating Rate Notes due 2012 (including, where the context so permits, any beneficial interest therein, the "NOTES"). All Notes shall contain the Terms and Conditions
COMPLIANCE SERVICES AGREEMENTCompliance Services Agreement • March 26th, 2008 • Thirty Eight Hundred Fund LLC • Delaware
AGREEMENT made as of the of , 2008 by and between The Thirty-Eight Hundred Fund, LLC, a Delaware limited liability company with its principal office and place of business at 3800 Howard Hughes Parkway, Suite 900, Las Vegas, Nevada 89169-0925 (the “Fund”), and Foreside Compliance Services, LLC, a Delaware limited liability company with its principal office and place of business at Two Portland Square, Portland, Maine 04101 (“FCS”).
FUND ADMINISTRATION AND ACCOUNTING AGREEMENTFund Administration and Accounting Agreement • May 30th, 2008 • Thirty Eight Hundred Fund LLC • New York
AGREEMENT made as of , by and between The Thirty-Eight Hundred Fund, LLC (the “Fund”), and The Bank of New York, a New York banking organization (“BNY”).
ContractIndemnification Agreement • May 30th, 2008 • Thirty Eight Hundred Fund LLC • New York
INDEMNITY AGREEMENT (this “Agreement”), dated as of March 25, 2008, between WELLS FARGO & COMPANY, a Delaware corporation (“Wells”), and THE THIRTY-EIGHT HUNDRED FUND, LLC, a limited liability company formed under the Delaware Act (the “Company”).
INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • May 30th, 2008 • Thirty Eight Hundred Fund LLC • California
AGREEMENT made this day of , 2008 between The Thirty-Eight Hundred Fund, LLC (the “Fund”) and Wells Capital Management, Inc. (the “Adviser”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of THE THIRTY-EIGHT HUNDRED FUND, LLC Dated as of February 14, 2008 THE TRANSFER OF THE SHARES DESCRIBED IN THIS AGREEMENT IS RESTRICTED AS DESCRIBED HEREIN.Limited Liability Company Agreement • March 26th, 2008 • Thirty Eight Hundred Fund LLC • Delaware
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of The Thirty-Eight Hundred Fund, LLC (formerly known as Jerboa Funding, LLC) (the “Company”), dated as of February 14, 2008, among the Persons listed as Shareholders of the Company on the signature page hereof and any other Person who may from time to time be admitted as a Shareholder of the Company in accordance with the provisions hereof. This Agreement amends and restates in its entirety the limited liability company agreement of the Company, dated as of April 15, 2003, as heretofore amended (the “Original LLC Agreement”). Nothing in this Agreement is intended to terminate or dissolve the Company and the Company shall continue to exist (until terminated pursuant to this Agreement and the Delaware Act) and be governed by the terms of this Agreement. Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings set forth in Annex A and this Agreement shall be interpreted according to the rule
FISCAL AGENCY AGREEMENT among THE THIRTY-EIGHT HUNDRED FUND, LLC, THE BANK OF NEW YORK, As Fiscal Agent, Principal Paying Agent, Calculation Agent, Transfer Agent and Registrar, and THE BANK OF NEW YORK, As a Paying Agent Dated as of March 25, 2008...Fiscal Agency Agreement • May 30th, 2008 • Thirty Eight Hundred Fund LLC • New York
This FISCAL AGENCY AGREEMENT, dated as of March 25, 2008 (this “Agreement”), is among The Thirty-Eight Hundred Fund, LLC (the “Company”), The Bank of New York, as fiscal agent, principal paying agent, calculation agent, registrar and transfer agent, and The Bank of New York, as a paying agent.
FISCAL AGENCY AGREEMENT among THE THIRTY-EIGHT HUNDRED FUND, LLC, THE BANK OF NEW YORK MELLON, As Fiscal Agent, Principal Paying Agent, Calculation Agent, Transfer Agent and Registrar, and THE BANK OF NEW YORK MELLON, As a Paying Agent Dated as of...Fiscal Agency Agreement • January 29th, 2010 • Thirty Eight Hundred Fund LLC
PFO SERVICES AGREEMENTPfo Services Agreement • March 26th, 2008 • Thirty Eight Hundred Fund LLC • Delaware
AGREEMENT made as of the of , 2008 by and between The Thirty-Eight Hundred Fund, LLC, a Delaware limited liability company with its principal office and place of business at 3800 Howard Hughes Parkway, Suite 900, Las Vegas, Nevada 89169-0925 (the “Fund”), and Foreside Management Services, LLC, a Delaware limited liability company with its principal office and place of business at Two Portland Square, Portland, Maine 04101 (“Foreside”).
DISTRIBUTION AGREEMENTDistribution Agreement • May 30th, 2008 • Thirty Eight Hundred Fund LLC • New York
AGREEMENT made as of , 2008 between The Thirty-Eight Hundred Fund, LLC (the “Fund”), having an office at 3800 Howard Hughes Parkway, Suite 900, Las Vegas, Nevada 89169-0925, and Foreside Distribution Services, L.P. (“Distributor”), having an office at 100 Summer Street, Boston, Massachusetts 02110.
SERVICE AGREEMENT FOR TRANSFER AGENT SERVICES TO The Thirty-Eight Hundred Fund, LLCService Agreement • March 26th, 2008 • Thirty Eight Hundred Fund LLC • New York
THIS SERVICE AGREEMENT FOR TRANSFER AGENT SERVICES (this “Agreement”) between The Thirty-Eight Hundred Fund, LLC, a Delaware limited liability company (“Client”) and Mellon Investor Services LLC, a New Jersey limited liability company (“Mellon”), is dated as of February , 2008.
