OLD MUTUAL ABSOLUTE RETURN FUND, L.L.C.
EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
AGREEMENT made as of the 8th day of February, 2007 and amended and
restated as of the ___ day of __________, 2010 by and between Old Mutual
Absolute Return Fund, L.L.C., a Delaware limited liability company (the
"Fund"), and Larch Lane Advisors LLC, a Delaware corporation ("Larch Lane"):
W I T N E S S E T H:
WHEREAS, the Fund is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as a non-diversified, closed-end, management
investment company; and
WHEREAS, Larch Lane serves as the investment adviser of the Fund and
Old Mutual Absolute Return Master Fund (the "Master Fund") pursuant to
agreements between Larch Lane and each of the Fund and the Master Fund, each
dated October 13, 2006 (together, the "Investment Management Agreements");
NOW, THEREFORE, the parties hereto agree as follows:
1. Larch Lane (or an affiliate of Larch Lane) agrees to waive the
fees payable to it under the Investment Management Agreements (the "Investment
Management Fees"), or to pay or absorb the ordinary operating expenses of the
Fund (excluding interest, dividend expenses on short sales, brokerage
commissions and extraordinary expenses of the Fund but including all
organization and offering expenses) ("Operating Expenses") to the extent the
Operating Expenses exceed 2.35% per annum of the Fund's average monthly net
assets (including the Fund's portion of the Investment Management Fees and
other expenses charged by the Master Fund) (the "Expense Limitation").
2. This Agreement will remain in effect until terminated by the Fund.
The Fund may terminate this Agreement upon 30 days' written notice to Larch
Lane. This Agreement will terminate automatically upon the termination of the
Investment Management Agreements.
3. The Fund agrees to carry forward for a period not to exceed three
(3) years from the end of the fiscal year in which an expense is incurred by
Larch Lane any Operating Expenses in excess of the Expense Limitation that are
paid or assumed by Larch Lane (or an affiliate of Larch Lane) pursuant to this
Agreement ("Excess Operating Expenses") and to reimburse Larch Lane (or an
affiliate of Larch Lane) in the amount of such Excess Operating Expenses as set
forth herein. Such reimbursement will be made as promptly as possible, but only
to the extent it does not cause the Operating Expenses for any year to exceed
the lower of the Expense Limitation: (i) in effect at the time the expense was
incurred; or (ii) in effect at the time of reimbursement. This Agreement shall
terminate in the event Larch Lane or any affiliate of Larch Lane terminates the
Investment Management Agreements without the consent of the Fund (other than a
termination resulting from an "assignment," as defined by the 1940 Act and the
rules thereunder, of the Investment Management Agreements). If this Agreement
is terminated
by the Fund or if this Agreement terminates because the Fund terminates or fails
to renew for any additional term the Investment Management Agreements, the Fund
agrees to reimburse any remaining Excess Operating Expenses not previously
reimbursed, such reimbursement to be made to Larch Lane not later than 30 days
after the termination of this Agreement and without regard to the Expense
Limitation.
4. This Agreement shall be construed in accordance with the laws of
the state of New York and the applicable provisions of the 1940 Act. To the
extent the applicable law of the State of New York, or any of the provisions
herein, conflict with the applicable provisions of the 1940 Act, the latter
shall control.
5. This Agreement constitutes the entire agreement between the
parties hereto with respect to the matters described herein.
THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement.
OLD MUTUAL ABSOLUTE
RETURN FUND, L.L.C.
By: ____________________________
Name:
Title:
Date: ____________________, 0000
XXXXX XXXX ADVISORS LLC
By: ____________________________
Name:
Title:
Date: ____________________, 2010
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