Exhibit (25)(2)(k)(2)
MEMBER SERVICING AGREEMENT
This MEMBER SERVICING AGREEMENT (this "Agreement") made as of the 22nd day
of January, 2010, by and between Grosvenor Registered Multi-Strategy Fund (TI
2), LLC (the "Fund"), a limited liability company organized under the laws of
the State of Delaware and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
(the "Firm"), a corporation existing under the laws of the State of Delaware.
WITNESSETH:
WHEREAS, the Fund is registered under the Investment Company Act of 1940
(the "Investment Company Act") as a closed-end, diversified, management
investment company; and
WHEREAS, the Firm is a financial intermediary that is in the business of
selling shares of investment companies and providing member services ("Member
Services") for the benefit of its customers ("Customers") holding interests in
the Fund ("Interests") in accounts at the Firm; and
WHEREAS, the Fund and the Firm wish to enter into an agreement with each
other with respect to the provision of Member Services to Customers that are
members of the Fund ("Members");
NOW THEREFORE, the parties agree as follows:
SECTION 1. APPOINTMENT AS SERVICING AGENT.
(A) The Fund hereby appoints the Firm, during the term herein specified, to
provide certain Member Services, as set forth below in subsection (b), to the
Members. The Firm hereby accepts such appointment.
(B) The Firm is authorized to perform, and shall undertake to perform, or
arrange for the performance of, the following Member Services:
(i) assisting in facilitating communications between Members and the
Fund, and providing information to Members about the Fund, the
Interests and offers by the Fund to repurchase Interests;
(ii) handling inquiries from Members regarding the Fund (E.G.,
responding to questions concerning investments in the Fund,
capital account balances and reports and tax information provided
by the Fund);
(iii) assisting in the establishment and maintenance of Member
accounts with the Fund, including notifying the Fund of any
changes to Member information, such as changes of address and
assisting in the maintenance of Fund records containing Member
information;
(iv) receiving, aggregating and processing purchases or tenders of
Interests, processing distributions for Members, assisting in
compulsory redemptions, and issuing reports and transaction
confirmations to Members;
(v) providing such office space and equipment, telephone facilities,
personnel and literature distribution as is necessary or
appropriate for providing information and services to Members;
(vi) providing such other administration services as the Fund may
request from time to time; and
(vii) providing such other information and Member Services as may be
reasonably requested by the Fund.
SECTION 2. REPRESENTATIONS AND WARRANTIES.
(A) The Fund represents and warrants to the Firm, as the date hereof, that:
(i) the Fund is registered under the Investment Company Act and has
filed a Registration Statement on Form N-2 with the Securities
and Exchange Commission. The Registration Statement conforms in
all material respects to the requirements of the Investment
Company Act and the rules thereunder;
(ii) to the extent required by law, the Fund is registered and its
Interests are qualified for sale in all states and other
jurisdictions in the United States unless the Firm is notified in
writing to the contrary.
(iii) the Fund's investment adviser, Banc of America Investment
Advisors, Inc. (the "Investment Adviser") is registered as an
investment adviser under the Investment Advisers Act of 1940 and
in any state where registration is required, and each of the
Investment Adviser and the Fund and each of such persons'
respective affiliates will comply with all applicable laws, rules
and regulations; and
(iv) the foregoing representations, warranties and covenants will be
true and correct at all times during the term of this Agreement.
(B) The Firm represents and warrants to the Fund, as the date hereof, that:
(i) it is duly registered as a broker/dealer pursuant to the
Securities Exchange Act of 1934, as amended;
(ii) it is a member of, and in good standing with, the Financial
Industry Regulatory Authority;
(iii) it has been duly licensed or qualified to transact business and
is in good standing in each jurisdiction in which such
qualification is required, except
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where the failure to so qualify would not have a material adverse
effect on the ability of the Firm to perform its obligations
under this Agreement; and
(iv) it has the financial resources available necessary for the
performance of its obligations as contemplated herein.
(C) Each party shall notify the other before or immediately upon the
occurrence of any event which causes any of the representations and warranties
made by it above to not be true.
SECTION 3. DUTIES OF THE FIRM. As Member servicing agent, the Firm will be
required to:
(i) provide Member Services to Members that are Customers of the
Firm; and
(ii) provide the Board of Directors of the Fund (the "Board") with
information, at least annually, or more frequently as reasonably
requested, regarding: (i) the nature of the Member Services
provided by the Firm; and (ii) the aggregate amount of payments
received by the Firm under this Agreement.
SECTION 4. FEES.
(A) For providing Member Services to Customers in accordance with this
Agreement, the Fund will pay to the Firm a monthly fee computed at the annual
rate of 0.25% of the net assets of the Fund determined as of the last business
day of the month (prior to any withdrawal or distribution of capital during the
month) or such other amount as the parties may agree in writing from time to
time (the "Servicing Fee"). The Servicing Fee is payable monthly in arrears on
or before the thirtieth day of the following month.
SECTION 5. LIABILITY OF THE FUND.
The Firm represents that it has notice of the provisions of the Fund's
Limited Liability Company Agreement disclaiming Member and Board liability for
acts and obligations of the Fund. The Firm understands and agrees that the
Fund's obligations under this Agreement are not binding upon any Member or any
person serving on the Board personally, but bind only the Fund and the Fund's
property. Any rights or causes of action will be directed to the parties in this
Agreement.
SECTION 6. NOTICES. Any notice or other communication required to be given in
writing pursuant to this Agreement shall be deemed duly given if delivered or
mailed by registered mail, postage prepaid, (1) to the Fund at Xxx Xxxxxxxxx
Xxxxxx, Xxxxxx, XX 00000, Attention: and (2) to the Firm at Xxxxxxx Lynch,
Pierce, Xxxxxx & Xxxxx Incorporated, Xxx Xxxxxx Xxxx, Xxx Xxxx, XX 00000,
Attention: _______, Managing Director; or such other address as the Fund or the
Firm may have designated in writing to the other.
SECTION 7. DURATION AND TERMINATION OF THIS AGREEMENT.
(A) This Agreement shall become effective as of the date first above
written and shall remain in effect until terminated pursuant to this Section or
Section 8. This Agreement may be
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terminated at any time, without the payment of any penalty, by the Board or by
vote of a majority of the outstanding voting securities of the Fund, or by the
Firm, on sixty days' written notice to the other party. Any termination of this
Agreement shall not affect the obligation of the Fund to pay any Servicing Fees
to the Firm accrued prior to such termination.
SECTION 8. AMENDMENTS OF THIS AGREEMENT. This Agreement may be amended or
modified by the parties only if such amendment is specifically approved (i) by
the Board or by the vote of a majority of the outstanding voting securities of
the Fund and (ii) by the vote of a majority of those members of the Board who
are not parties to the Agreement or "interested persons" of any such party cast
in person at a meeting called for the purpose of voting on such approval. This
Agreement shall automatically and immediately terminate in the event of its
assignment.
SECTION 9. CONFIDENTIALITY. The Firm agrees to treat as confidential any
information which is furnished to the Firm (or to parties acting on its behalf)
by or on behalf of the Investment Adviser, any administrator or the Fund (the
"Information") under this Agreement. The Firm agrees that it will use the
Information only for the purposes related to investments in the Fund made by its
Customers, and that the Information will be kept confidential by the Firm and
its partners, members, managers, officers, directors, employees,
representatives, attorneys, accountants, agents, and other affiliates
(collectively, the "Related Persons"), and that the Firm and the Related Persons
shall not disclose the Information to any person; provided, however, that the
Information may be disclosed: (a) to the Firm and Related Persons who require
the Information for the purpose of evaluating or providing services in
connection with investments in the Fund; (b) pursuant to prior written consent
of the Fund, to any federal or state regulatory agency and their employees,
agents, and attorneys for the purpose of making any filings or disclosures
required by law, provided that the Firm provides prior written notice to Fund of
the information to be disclosed; (c) pursuant to prior written consent of the
Fund, in response to any inquiry, subpoena or other request for information from
any federal or state court, regulatory agency, or other governmental agent; and
(d) to any other person the disclosure to whom the Fund previously authorized in
writing.
SECTION 10. GOVERNING LAW. The provisions of this Agreement shall be construed
and interpreted in accordance with the applicable provisions of the Investment
Company Act and the laws of the State of New York as at the time in effect
without giving effect to the principles of conflicts of law rules. To the extent
that the applicable law of the State of New York, or any of the provisions
herein, conflict with the applicable provisions of the Investment Company Act,
the latter shall control.
SECTION 11. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, and all of which when
take together shall constitute one and the same agreement.
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SECTION 12. SEVERABILITY. In the event any provision of this Agreement is
determined to be void or unenforceable, such determination shall not affect the
remainder of this Agreement, which shall continue to be in force.
SECTION 13. ENTIRE AGREEMENT. This Agreement sets forth the agreement and
understanding of the parties hereto solely with respect to the matters covered
hereby. Nothing in this Agreement shall govern, restrict or limit in any respect
any other business dealings between the parties hereto unless otherwise
expressly provided herein.
SECTION 14. HEADINGS. The descriptive headings of the sections of this Agreement
are inserted for convenience only and do not constitute a part of this
Agreement.
SECTION 15. TERMS. The terms "vote of a majority of the outstanding voting
securities," "assignment," and "interested person," when used in this Agreement,
shall have the respective meanings specified in the Investment Company Act.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Member Servicing
Agreement as of the day and year first above written.
Grosvenor Registered Multi-Strategy Fund
(TI 2), LLC
By:
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Name: Xxxxxx X. Xxxx
Title: Chief Financial Officer
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
By:
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Name:
Title:
