SALIENT ABSOLUTE RETURN INSTITUTIONAL FUND ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT
dated this 28th day of January, 2010 by and between Salient Absolute
Return Institutional Fund, a Delaware statutory trust (the "Fund"), and Salient
Advisors, L.P., a Delaware limited partnership (the "Administrative Servicing
Agent").
In
consideration of the mutual covenants hereinafter contained, it is hereby agreed
by and between the parties hereto as follows:
1. The
Fund hereby appoints Administrative Servicing Agent to provide information and
services for the benefit of the Fund and its investors. In this regard,
Administrative Servicing Agent shall appoint various broker-dealer firms and
other service firms ("Firms") to provide services including investor services
and administrative assistance for persons who are investors in the Fund;
provided, however, that upon request, the Administrative Servicing Agent may
require any such Firm to represent that it is a "broker dealer" registered with
the Securities and Exchange Commission and/or to such other matters as the
Administrative Servicing Agent deems appropriate. Such investor services and
assistance may include, but shall not be limited to, the provision of personal,
continuing services to their customers who are investors in the Fund,
establishment of investor accounts, communicating periodically with shareholders
and providing information about the Fund, the Fund's Interests, and repurchase
offers, handling correspondence from investors about their accounts, maintaining
account records, receiving, aggregating and processing purchase and redemption
transactions, providing and keeping retirement plan records, acting as the sole
shareholder of record and nominee for shareholders, providing beneficial owners
with account statements, processing redemptions or distributions, issuing
reports to shareholders and transaction confirmations, providing subaccounting
services for Interests held beneficially, forwarding shareholder communications
to beneficial owners, receiving, tabulating and transmitting proxies executed by
beneficial owners, general account administration activities, administering
board, committee and shareholder meetings, preparing meeting minutes upon
request, administering tender offers, assisting Fund's Valuation Committee upon
reasonable request, maintaining Fund records, providing or procuring accounting
services for the Fund and shareholder accounts, coordinating regulatory and
other filings by the Fund, administering investor application review,
administering compulsory redemptions, providing such other administration
services as the Fund may request from time to time and such other services as
may be agreed upon from time to time and as may be permitted by applicable
statute, rule or regulation.
In
addition, the Firms shall make available an account for each of their customers
through the Fund and shall provide such office space and equipment, telephone
facilities, personnel and literature distribution as is necessary or appropriate
for providing information and services to their customers. The amount of
investor service fees payable by the Fund under this Agreement is not related
directly to the expenses incurred by the Administrative Servicing Agent and this
Agreement does not obligate the Fund to reimburse the Administrative Servicing
Agent for such expenses. Firms may include affiliates of the Administrative
Servicing Agent, including Salient Capital, LP and affiliates thereof. The
Administrative Servicing Agent may also provide some of the above services for
the Fund and its shareholders directly.
2. The
Administrative Servicing Agent accepts such appointment and agrees during such
period to render such services and to assume the obligations herein set forth
for the compensation herein provided. The Administrative Servicing Agent shall
for all purposes herein provided be deemed to be an independent contractor and,
unless otherwise expressly provided or authorized, shall have no authority to
act for or represent the Fund in any way or otherwise be deemed an agent of the
Fund. The Administrative Servicing Agent, by separate agreement with the Fund,
may also serve the Fund in other capacities, including, without limitation, the
investment adviser of the Fund. In carrying out its duties and responsibilities
hereunder, the Administrative Servicing Agent will appoint various Firms to
provide investor services described herein directly to or for the benefit of
investors in the Fund; provided, however, that the Independent Administrator of
the Fund, as such term is defined in the Private Placement Memorandum of the
Fund, shall be appointed under a separate agreement with the Fund and paid a
separate fee. Such Firms shall at all times be deemed to be independent
contractors retained by the Administrative Servicing Agent and not the Fund. The
Administrative Servicing Agent and not the Fund will be responsible for the
payment of compensation to such Firms for such services.
3. For
the services and facilities described above in Section 1, the Fund will pay to
the Administrative Servicing Agent, quarterly in arrears, an investor services
fee computed at an annual rate of 0.25% of the average monthly net assets of the
Fund (computed on a quarterly basis). The investor services fee will be
calculated separately for each shareholder of the Fund as an expense of each
such shareholder. For the quarter and year in which this Agreement becomes
effective or terminates, there shall be an appropriate proration on the basis of
the number of days that the Agreement is in effect during such quarter and year,
respectively. The services of the Administrative Servicing Agent to the Fund
under this Agreement are not to be deemed exclusive, and the Administrative
Servicing Agent shall be free to render similar services or other services to
others.
4. The
net asset value for the Fund shall be calculated in accordance with the
provisions of the Fund's current private placement memorandum. On each day when
net asset value is not calculated, the net asset value of the Fund shall be
deemed to be the net asset value as of the close of business on the last day on
which such calculation was made for the purpose of the foregoing
computations.
5. The
Administrative Servicing Agent shall be contractually bound hereunder by the
terms of any announced fee cap or waiver of its fee with respect to the Fund or
by the terms of any written document provided to the Board of Trustees of the
Fund announcing a fee cap or waiver of its fee, or any limitation of the Fund's
expenses, as if such fee cap, fee waiver or expense limitation were fully set
forth herein.
6. The
Fund shall assume and pay all charges and expenses of its operations not
specifically assumed or otherwise to be provided by the Administrative Servicing
Agent under this Agreement.
7. This
Agreement may be terminated at any time on sixty (60) days' written notice by
the Administrative Servicing Agent to the Fund, or by the Fund upon an
affirmative vote of the Board of Trustees of the Fund. Termination of this
Agreement shall not affect the right of Administrative Servicing Agent to
receive payments on any unpaid balance of the compensation described in Section
3 hereof earned prior to such termination.
8. Each
agreement between the Administrative Servicing Agent and the Firms related to
the services described hereunder shall be terminated without penalty to the Fund
by the Administrative Servicing Agent in the event that this Agreement is
terminated, or on greater than 60 days' written notice to any other party to the
agreement.
9. If
any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder shall not be thereby
affected.
10. Any
notice under this Agreement shall be in writing, addressed and delivered or
mailed, postage prepaid, to the other party at such address as such other party
may designate for the receipt of such notice.
11. All
parties hereto are expressly put on notice of the Fund's agreement and
declaration of trust and all amendments thereto, all of which are on file with
the Securities and Exchange Commission, and the limitation of shareholder and
trustee liability contained therein.
12. This
Agreement shall be construed in accordance with applicable federal law and the
laws of the State of Delaware.
IN
WITNESS WHEREOF, the Fund and the Administrative Servicing Agent have caused
this Agreement to be executed as of the day and year first above
written.
Salient
Absolute Return Fund
By: /s/
A. Xxxx Xxxxxxx
Name: A.
Xxxx Xxxxxxx
Title: Principal
Executive Officer
Salient
Advisors, L.P.
By: /s/
Xxxxxx Xxxxxxxxx
Name:
Xxxxxx Xxxxxxxxx
Title:
Managing Director
