SERVICES AGREEMENT
BY AND BETWEEN
MARWOOD ALTERNATIVE ASSET MANAGEMENT LLC
AND
OLD FIELD FUND, LLC
AGREEMENT, made as of the 23rd day of August 2006, by and between MARWOOD
ALTERNATIVE ASSET MANAGEMENT LLC, a Delaware limited liability company (the
"Administrator"), and OLD FIELD FUND, LLC, a Delaware limited liability company
(the "Fund").
RECITALS
WHEREAS, the Administrator and its affiliates are in the business of
providing services to registered and unregistered investment companies; and
WHEREAS, the Fund wishes to retain the Administrator to provide various
services relating to the operations of the Fund pursuant to this Agreement and
the Administrator wishes to provide such services;
NOW THEREFORE, in consideration of the terms and conditions herein
contained, the parties agree as follows:
1. APPOINTMENT OF THE ADMINISTRATOR.
(a) The Fund hereby retains the Administrator to provide and the
Administrator hereby agrees to provide the following services to the Fund:
(i) legal and accounting support services;
(ii) the provision of office space, telephone and utilities;
(iii) the general supervision of the entities which are retained by
the Fund to provide accounting services, investor services
and custody services to the Fund;
(iv) assisting in the drafting and updating of the Fund's
registration statement, including its offering memorandum;
(v) reviewing, approving and assisting in the preparation of
regulatory filings with the Securities and Exchange
Commission (the "SEC") and state securities regulators and
other Federal and state regulatory authorities;
(vi) preparing reports to and other informational materials for
members of the Fund ("Members") and assisting in the
preparation of proxy statements and other Member
communications;
(vii) monitoring the Fund's compliance with Federal and state
regulatory requirements (other than those relating to
investment compliance);
(viii) reviewing accounting records and financial reports of the
Fund, assisting with the preparation of the financial reports
of the Fund and acting as liaison with the Fund's
administrator, legal counsel and independent auditors;
(ix) assisting in the preparation and filing of Fund tax returns;
(x) assisting, coordinating and organizing meetings of the board
of managers of the Fund (the "Board") and meetings of Members
as may be called by the Board from time to time;
(xi) preparing materials and reports for use in connection with
meetings of the Board;
(xii) maintaining and preserving those books and records of the
Fund not otherwise required to be maintained by the Fund's
other administrator or custodian;
(xiii) reviewing and arranging for payment of the expenses of the
Fund;
(xiv) assisting the Fund in conducting periodic repurchases of
interests in the Fund ("Units"); and
(xv) such other services that the Fund and Administrator shall
agree to from time to time.
(b) The Administrator is authorized to utilize the services of its
affiliates and agents and their respective officers and employees in providing
any of the services required to be provided by the Administrator under this
Agreement.
2. CONSIDERATION.
(a) The Administrator enters into this Agreement with the Fund in
consideration of the Fund's investment in Old Field Master Fund, LLC, to which
the Administrator serves as investment adviser. The Fund and the Administrator
agree that the Administrator shall not receive compensation from the Fund. The
Fund and the Administrator recognize that this Section 2 does not preclude the
Administrator's receipt of compensation in the form of investment advisory fees
from Old Field Master Fund, LLC for serving as such Fund's investment adviser.
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(b) The Administrator is responsible for bearing all costs and expenses
associated with the provision of its services hereunder. The Fund shall pay
all other expenses associated with the conduct of its business.
3. LIABILITY OF THE ADMINISTRATOR.
To the extent consistent with applicable law, the Administrator shall not
be liable for any loss sustained by reason of good faith errors or omissions of
the Administrator or any affiliate of the Administrator, or their respective
directors, officers or employees, in connection with any matters to which this
Agreement relates; provided, however, that nothing in this Agreement shall be
deemed to protect the Administrator from willful misfeasance, bad faith or gross
negligence in the performance of its duties, or reckless disregard of its
obligations and duties under this Agreement.
4. LIABILITY OF THE MANAGERS AND MEMBERS.
The Administrator understands and agrees that the obligations of the Fund
under this Agreement are not binding upon any Member or person serving on the
Board (a "Manager") of the Fund personally, but bind only the Fund and the
Fund's property; the Administrator represents that it has notice of the
provisions of the Limited Liability Company Agreement of the Fund disclaiming
Member and Manager liability for acts and obligations of the Fund.
5. DURATION.
This Agreement will take effect on the date first set forth above. Unless
earlier terminated pursuant to paragraph 6 or 7 hereof, this Agreement shall
remain in effect for a period of two (2) years from such date and thereafter
from year to year, so long as such continuance shall be approved at least
annually (a) either by the Board or by a vote of a majority of the outstanding
voting units (as defined in the Investment Company Act of 1940, as amended (the
"1940 Act") of the Fund, and (b) in either event by the vote of a majority of
the Board Managers who are not parties to this Agreement or "interested persons"
(the "Independent Managers") (as defined in the 1940 Act, and the rules
thereunder), of any such party, cast in person at a meeting called for the
purpose of voting on such approval.
6. ASSIGNMENT OR AMENDMENT.
Any amendment to this Agreement shall be in writing and shall be subject
to the approval of the Board, including the vote of a majority of the
Independent Managers. This Agreement shall automatically and immediately
terminate in the event of its "assignment," as defined in the 1940 Act and the
rules thereunder.
7. TERMINATION.
This Agreement may be terminated (i) by the Administrator at any time
without penalty upon sixty (60) days' written notice to the Fund (which notice
may be waived by the Fund); or (ii) by the Fund at any time without penalty upon
sixty (60) days' written notice to the Administrator (which notice may be waived
by the Administrator).
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8. CERTAIN RECORDS.
The Administrator will maintain certain records in connection with its
duties pursuant to this Agreement. Any records required to be maintained and
preserved pursuant to Rules 31a-1 and 31a-2 under the 1940 Act that are prepared
or maintained by the Administrator on behalf of the Fund shall be prepared and
maintained at the expense of the Administrator, but shall be the property of the
Fund and will be made available to or surrendered promptly to the Fund upon its
request.
In case of any request or demand for the inspection of such records by
another party, the Administrator shall notify the Fund and follow the Fund's
instructions as to permitting or refusing such inspection; provided that the
Administrator may exhibit such records to any person in any case where it is
advised by its counsel that it may be held liable for failure to do so, unless
(in cases involving potential exposure only to civil liability) the Fund has
agreed to indemnify the Administrator against such liability.
9. CHOICE OF LAW.
This Agreement shall be governed by the laws of the State of New York
applicable to agreements made and to be performed entirely within the State of
New York (without regard to any conflicts of law principles thereof). Any
question of interpretation of any term or provision of this Agreement having a
counterpart in or otherwise derived from a term or provision of the 1940 Act
shall be resolved by reference to such term or provision of the 1940 Act and to
interpretations thereof, if any, by the United States. In addition, where the
effect of a requirement of the 1940 Act reflected in any provision of this
Agreement is revised by rule, regulation or order of the SEC, such provision
shall be deemed to incorporate the effect of such rule, regulation or order.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
MARWOOD ALTERNATIVE ASSET MANAGEMENT LLC
By: /s/ Xxxx X. Xxxxx
------------------------------------------
Name: Xxxx X. Xxxxx
Title: President
OLD FIELD FUND, LLC
By: /s/ Xxxxxxx Xxxxxxxxx
------------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Secretary
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