Exhibit (k)(1)
ADMINISTRATIVE SERVICES AGREEMENT
THIS ADMINISTRATIVE SERVICES AGREEMENT (the "Agreement") is made as of this
5th day of January, 2000, by and between CIBC World Markets Corp. ("CIBC WM")
and Sawgrass Fund, L.L.C. (the "Fund").
WHEREAS, CIBC WM is in the business of providing administrative services to
investment partnerships and limited liability companies; and
WHEREAS, the Fund wishes to retain CIBC WM to provide certain
administrative services;
NOW THEREFORE, in consideration of the terms and conditions herein
contained, the parties agree as follows:
1. Appointment of CIBC WM.
(a) The Fund hereby retains CIBC WM to provide and CIBC WM hereby
agrees to provide certain administrative services to the Fund. These
services shall include:
(i) the provision of office space, telephone and utilities;
(ii) the provision of administrative and secretarial, clerical
and other personnel as necessary to provide the services
required to be provided under this Agreement;
(iii) the general supervision of the entities that are retained by
the Fund to provide administrative services and custody
services to the Fund;
(iv) the handling of investor inquiries regarding the Fund and
providing investors with information concerning their
investment in the Fund and capital account balances;
(v) monitoring relations and communications between investors
and the Fund;
(vi) assisting in the drafting and updating of disclosure
documents relating to the Fund and assisting in the
preparation of offering materials;
(vii) maintaining and updating investor information, such as
change of address and employment;
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(viii) assisting in the preparation and mailing of investor
subscription documents and confirming the receipt of such
documents and investor funds;
(ix) assisting in the preparation of regulatory filings with the
Securities and Exchange Commission, state securities
regulators and other Federal and state regulatory
authorities;
(x) preparing reports to and other informational materials for
members and assisting in the preparation of proxy statements
and other member communications;
(xi) monitoring compliance with regulatory requirements and with
the Fund's investment objective, policies and restrictions
as established by the Board of Managers of the Fund (the
"Board");
(xii) 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
accounting agent and independent auditors;
(xiii) assisting in preparation and filing of tax returns;
(xiv) coordinating and organizing meetings of the Board and
meetings of the members of the Fund, in each case when
called by such persons;
(xv) preparing materials and reports for use in connection with
meetings of the Board;
(xvi) maintaining and preserving those books and records of the
Fund not maintained by CIBC Xxxxxxxxxxx Advisers, L.L.C.,
the Fund's investment adviser (the "Adviser") or the Fund's
accounting agent or custodian;
(xvii) reviewing and arranging for payment of the expenses of the
Fund;
(xviii) assisting the Fund in conducting offers to members of the
Fund to repurchase member interests; and
(xix) reviewing and approving all regulatory filings of the Fund
required under applicable law.
(b) Notwithstanding the appointment of CIBC WM to provide administrative
services hereunder, the Board shall remain responsible for supervising and
controlling the management, business and affairs of the Fund.
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2. CIBC WM Fee; Expenses.
(a) In consideration for the provision by CIBC WM of its services
hereunder, the Fund will pay CIBC WM a monthly management fee of 0.08333% (1% on
annualized basis) of the Fund's "net assets" (the "CIBC WM Fee"). "Net assets"
shall equal the total value of all assets of the Fund, less an amount equal to
all accrued debts, liabilities, and obligations of the Fund calculated before
giving effect to any repurchases of interests.
(b) The CIBC WM Fee will be computed based on the net assets of the Fund as
of the start of business on the first business day of each month, after
adjustment for any subscriptions effective on such date, and will be due and
payable in arrears within five business days after the end of such month. In the
event that the CIBC WM Fee is payable in respect of a partial month, such fee
will be appropriately pro-rated.
(c) CIBC WM is responsible for 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.
(d) The Fund understands that CIBC WM may pay a portion of the CIBC WM Fee
to CWH Associates, Inc., a member of the Adviser.
3. Liability. CIBC WM will not be liable for any error of judgment or
mistake of law or for any loss suffered by the Fund, the Managers serving on the
Board ("Managers") or the Fund's members in connection with the performance of
its duties under this Agreement, except a loss (as to which it will be liable
and will indemnify and hold harmless the Fund) resulting from willful
misfeasance, bad faith or gross negligence on CIBC WM's part (or on the part of
an officer or employee of CIBC WM) in the performance of its duties hereunder or
reckless disregard by it of its duties under this Agreement.
4. Effective Date and Termination. This Agreement shall become effective as
of the date first noted above, and shall remain in effect for an initial term of
two years from the date of its effectiveness. This Agreement may be continued in
effect from year to year after its initial term provided that such continuance
is approved annually by the Board, including the vote of a majority of the
Managers who are not "interested persons" of the Fund, as defined by the
Investment Company Act of 1940 and the rules thereunder (the "1940 Act"). This
Agreement may be terminated by CIBC WM, by the Board or by vote of a majority of
the outstanding voting securities of the Fund at any time, in each case upon not
less than 60 days' prior written notice. This Agreement shall also terminate
automatically in the event of its "assignment," as such term is defined by the
1940 Act.
5. Entire Agreement.This Agreement embodies the entire understanding of the
parties. This Agreement cannot be altered, amended, supplemented, or abridged,
or any provisions waived except by written agreement of the parties.
6. Choice of Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of New York and the 1940 Act. In the event
the laws of New York conflict with the 1940 Act, the applicable provisions of
the 1940 Act shall control.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
CIBC WORLD MARKETS CORP.
By:
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Name:
Title:
SAWGRASS FUND, L.L.C.
By:
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Name: Xxxxxx X. Xxxxxx
Title: Manager
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