FUND SERVICING AGREEMENT BY AND BETWEEN HATTERAS CAPITAL INVESTMENT MANAGEMENT, LLC AND HATTERAS GLOBAL PRIVATE EQUITY PARTNERS, LLC HATTERAS GLOBAL PRIVATE EQUITY PARTNERS INSTITUTIONAL, LLC
BY AND
BETWEEN
HATTERAS
CAPITAL INVESTMENT MANAGEMENT, LLC
AND
HATTERAS
GLOBAL PRIVATE EQUITY PARTNERS INSTITUTIONAL, LLC
________________,
200_
FUND
SERVICING AGREEMENT, made as of the __ day of _________, 200_, by and between
Hatteras Capital Investment Management, LLC, a limited liability company formed
under the laws of the State of Delaware (“Hatteras”), and the investment funds
listed on Exhibit A hereto (each, a “Fund” and collectively, the “Funds”), on
the other.
RECITAL
WHEREAS,
each Fund desires to retain Hatteras to provide, or to retain service providers
(“Service Providers”) to provide, certain fund services
(“Fund Services”) to the Funds;
WHEREAS,
the Funds are registered under the Investment Company Act of 1940 (the
“Investment Company Act) and are subject to regulation as such under applicable
federal securities laws;
WHEREAS,
units of membership interest in the Funds (“Units”) are offered for purchase to
customers that are qualified investors; and
WHEREAS,
Hatteras desires to provide, or retain Service Providers to provide,
Fund Services.
NOW
THEREFORE, in consideration of the terms and conditions herein contained, the
parties agree as follows:
1.
Appointment of Hatteras.
1. Each
Fund hereby authorizes Hatteras to provide, and/or retain other Service
Providers, who have entered into an appropriate service provider agreement with
Hatteras, to provide one or more of the
Fund Services. Fund Services shall include, but
shall not be limited to:
(a) assisting
in the maintenance of Fund records containing information relating to any person
who shall have been admitted to a Fund as a member in such person’s capacity as
a member of the Fund (“Member”);
(b) providing
each Fund with personnel to perform such executive, administrative and clerical
services as are reasonably necessary to provide effective administration of each
Fund and Member services;
(c) as
agreed from time to time with the Boards of Managers of the Funds (the “Board”)
in accordance with Rule 38a-1 under the Investment Company Act,
making available the services of appropriate compliance personnel and resources
relating to compliance policies and procedures of each Fund;
(d) assisting
in the administration of meetings of the Board and its committees and the
Members;
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(e) assisting
in administering subscriptions and tender offers, including assistance in the
preparation of regulatory filings and the transmission of cash between Members
and each Fund, and each Fund and the Master Fund (or any successor thereto
designated by the Fund);
(f) assisting
in arranging for, at each Fund’s expense, the preparation of all required tax
returns;
(g) assisting
in the periodic updating of each Fund’s confidential private placement
memorandum and statement of additional information, the preparation of proxy
statements to Members, and the preparation of reports filed with regulatory
authorities;
(h) providing
information and assistance as requested in connection with the registration of
each Fund’s Units in accordance with state securities requirements;
(i) providing
assistance in connection with the preparation of each Fund’s periodic financial
statements and annual audit as reasonably requested by the Board or officers of
the Funds or the Funds’ independent accountants; and
(j) supervising
other aspects of the Funds’ operations and providing other administrative
services to the Funds.
2. Fund
Servicing Fee.
(a) Each
Fund will make payments to Hatteras within 45 days of the end of each calendar
quarter equal to a certain percentage (on an annualized basis), as set forth in
Exhibit B attached hereto, of the aggregate value of outstanding Units held by
Members of each Fund determined as of the last day of the quarter (before
repurchases of Units or performance allocations) (the “Fund Servicing
Fee”). However, during the offering period of each Fund, each Fund
will make payments to Hatteras within 45 days of the end of each calendar month
equal to a certain percentage (on an annualized basis), as set forth in Exhibit
B attached hereto, of the aggregate value of outstanding Units held by Members
of each Fund determined as of the last day of the month (before repurchases of
Units or performance allocations).
(b) Hatteras
may pay amounts pursuant to this Section 2 to any Service Provider, including
any “affiliated person” (as that term is defined in the Investment Company Act)
of Hatteras, if such person provides Fund Services.
(c) Hatteras
may, in its sole discretion, waive or pay all or a portion of the Fund Servicing
Fee to Service Providers.
3. Duties
of Hatteras.
(a) Hatteras
agrees to retain the Service Providers to provide Fund Services and to
compensate such Service Providers for their services.
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(b) Hatteras
shall maintain all books and records of the Funds required by Rule 31a-1 under
the Investment Company Act (other than those records being maintained by the
Fund’s distributor, administrator, custodian or transfer agent) and preserve
such records for the periods prescribed therefore by Rule 31a-2 of the
Investment Company Act.
4. Liability
of the Funds. Hatteras understands and agrees that the obligations of
each Fund under this Agreement are several and not joint, and are not binding
upon any Member or any person serving on the Board of any Fund personally, but
bind only the Funds and the property of the Funds severally and not
jointly. Hatteras represents that it has notice of the provisions of
each Fund’s organizational documents disclaiming Member and Director liability
for acts and obligations of such Fund.
5. Duration. This
Agreement will take effect on the date first set forth above. Unless earlier
terminated pursuant to paragraph 7 hereof, this Agreement shall remain in effect
for a period of two (2) years from such date and thereafter from year to
year.
6. Amendment. Any
amendment to this Agreement shall be in writing and shall be subject to the
approval of the Board of each Fund.
7. Termination. This
Agreement may be terminated with respect to a particular Fund (i) by Hatteras at
any time without penalty upon sixty days’ written notice to such Fund (which
notice may be waived by such Fund); or (ii) by a Fund at any time without
penalty upon sixty days’ written notice to Hatteras (which notice may be waived
by Hatteras). Any termination of this Agreement shall not affect the
obligation of a Fund to pay the Fund Servicing Fee to Hatteras prior to such
termination.
8. Choice
of Law. This Agreement shall be governed by the laws of the State of
Delaware applicable to agreements made and to be performed entirely within the
State of Delaware (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 Investment Company Act shall be resolved by reference to such
term or provision of the Investment Company Act and to interpretations thereof,
if any, by the United States courts or, in the absence of any controlling
decision of any such court, by rules, regulations or orders of the Commission
issued pursuant to the Investment Company Act. In addition, where the
effect of a requirement of the Investment Company Act reflected in any provision
of this Agreement is revised by rule, regulation or order of the Commission,
such provision shall be deemed to incorporate the effect of such rule,
regulation or order.
* * *
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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and year
first above written.
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HATTERAS
CAPITAL INVESTMENT
MANAGEMENT,
LLC
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By:
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Name: Xxxxx
X. Xxxxxxx
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Title: President
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HATTERAS
GLOBAL PRIVATE EQUITY
PARTNERS,
LLC
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By:
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Name: Xxxxx
X. Xxxxxxx
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Title: President
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HATTERAS
GLOBAL PRIVATE EQUITY
PARTNERS
INSTITUTIONAL, LLC
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By:
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Name: Xxxxx
X. Xxxxxxx
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Title: President
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EXHIBIT
A
FUNDS
Hatteras
Global Private Equity Partners Institutional, LLC
EXHIBIT
B
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Fund
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Fund Servicing
Fee (as a
percentage of the
aggregate value of
outstanding Units)
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| .85 | % | |||
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Hatteras
Global Private Equity Partners Institutional, LLC
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.50 | % | ||
