FORM OF ADMINISTRATION AGREEMENT
THIS ADMINISTRATION AGREEMENT (this "Agreement") is made as of the ___ day
of __________, 2008, ("Effective Date") separately between each of the funds set
forth on Schedule I of this Agreement (each a "Fund" and collectively, the
"Funds"), and severally and not jointly, SEI Investments Global Funds Services
(the "Administrator"), a Delaware statutory trust.
WHEREAS, each Fund is a registered, non-diversified, closed-end
management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"), and issues units of limited liability company
interests in the Fund ("Interests") to members of the Fund ("Members");
WHEREAS, the interests of each Fund set forth on Schedule I of this
Agreement designated as a ("Feeder") are registered under the Securities Act of
1933, as amended (the "1933 Act"); and
WHEREAS, each Fund desires the Administrator to provide, and the
Administrator is willing to provide, administrative and accounting services to
each Fund on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Administrator and each Fund hereby agrees as follows:
ARTICLE 1. RETENTION OF THE ADMINISTRATOR. Each Fund hereby retains the
Administrator to furnish the Fund with accounting and administrative services as
set forth in this Agreement, and the Administrator hereby accepts such
retention. The Administrator shall be deemed to be an independent contractor for
all purposes herein.
ARTICLE 2. ADMINISTRATIVE AND ACCOUNTING SERVICES. The Administrator shall
perform or supervise the performance by others of the accounting and
administrative services set forth in Schedule II hereto. In performing its
duties under this Agreement, the Administrator will act in all material respects
in accordance with each Fund's governing documents, including each Fund's
Prospectus (collectively the "governing documents") as they may be amended
(provided copies are delivered to the Administrator). The Administrator (i)
shall not have or be required to have any authority to supervise the investment
or reinvestment of the securities or other properties which comprise the assets
of any Fund and (ii) shall not provide any investment advisory services to the
Funds, and shall have no liability related to the foregoing. The Administrator
shall provide the Funds with all necessary office space, equipment, personnel,
compensation and facilities (including facilities for meetings of Members and
the Board of Managers) for providing the services identified in Schedule II. The
Administrator may sub-contract with third parties to perform certain of the
services required to be performed by the Administrator hereunder, with the each
Fund's consent; provided, however, that the Administrator shall remain fully
responsible to the Funds for the acts and omissions of such other entities.
Notwithstanding the foregoing, each Fund acknowledges and consents that the
Administrator may outsource transfer agency services necessary to perform its
duties under this Agreement. In meeting its duties hereunder, the Administrator
shall have the general authority to do all acts deemed in the Administrator's
good faith belief to be necessary and proper to perform its obligations under
this Agreement.
ARTICLE 3. ALLOCATION OF CHARGES AND EXPENSES.
(A) THE ADMINISTRATOR. The Administrator shall furnish at its own
expense the executive, supervisory and clerical personnel necessary to perform
its obligations under this Agreement. Except as specifically provided herein,
the Administrator shall not be obligated to pay the compensation of any employee
of any Fund retained by such Fund to perform services on behalf of such Fund.
(B) FUND EXPENSES. Each Fund assumes and shall pay or cause to be paid
all expenses of such Fund not otherwise allocated in this Agreement, including,
without limitation,
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organizational costs, taxes, expenses for legal and auditing services, the
expenses of preparing (including typesetting), printing and mailing reports,
prospectuses, statements of additional information, proxy solicitation and
repurchase offer materials and notices to existing Members, all expenses
incurred in connection with issuing and purchasing Interests, the costs of
pricing services, the costs of custodial services, fees and out-of-pocket
expenses of Managers who are not affiliated persons of the Administrator or any
affiliate of the Administrator, the costs of meetings of the Board of Managers,
insurance, interest, brokerage costs, litigation and other extraordinary or
nonrecurring expenses, and all fees and charges of service providers to the
Fund. Each Fund shall reimburse the Administrator for its reasonable
out-of-pocket expenses, including all reasonable charges for SAS 70 audit
charges, and reasonable copying, postage, telephone, and fax charges incurred by
the Administrator in the performance of its duties.
ARTICLE 4. COMPENSATION OF THE ADMINISTRATOR. Each Fund shall pay to the
Administrator compensation at the annual rate specified in Schedule III and
Schedule IV to this Agreement as applicable until this Agreement is terminated
in accordance with Article 6. Such compensation shall be allocated to each Fund
pro-rata, calculated and accrued monthly, and paid to the Administrator monthly,
within 30 days of month-end. If this Agreement becomes effective subsequent to
the first day of a month or terminates before the last day of a month, the
Administrator's compensation for that part of the month in which this Agreement
is in effect shall be prorated based on the number of days in the month on which
the Agreement was in effect. Payment of the Administrator's compensation for the
preceding month shall be made promptly. For the avoidance of doubt, each Fund
shall be liable only for its own payment of compensation to the Administrator
and in no event shall any fund be liable for payment of compensation on behalf
of any other Fund.
ARTICLE 5. LIMITATION OF LIABILITY OF THE ADMINISTRATOR. The duties of the
Administrator shall be confined to those expressly set forth herein, and no
implied duties are assumed by or may be asserted against the Administrator
hereunder. The Administrator shall not be liable for any error of judgment or
mistake of law or for any loss arising out of any investment or for any act or
omission in carrying out its duties hereunder, except a loss resulting from the
willful misfeasance, bad faith or gross negligence in the performance of its
duties, or by reason of reckless disregard of its obligations and duties
hereunder. (As used in this Article 5, the term "Administrator" shall include
officers, employees and other agents of the Administrator or of third parties
described in Article 2.) Under no circumstances shall the Administrator be
liable to any Fund for consequential, indirect or punitive damages.
So long as the Administrator, or its agents, acts without willful
misfeasance, bad faith or gross negligence in the performance of its duties, and
without reckless disregard of its obligations and duties hereunder, each Fund
assumes full responsibility and shall indemnify the Administrator and hold it
harmless from and against any and all actions, suits and claims, whether
groundless or otherwise, and from and against any and all losses, damages,
costs, charges, reasonable counsel fees and disbursements, payments, expenses
and liabilities (including reasonable investigation expenses) arising directly
or indirectly out of any act or omission of the Administrator in carrying out
its duties hereunder. The indemnity and defense provisions set forth herein
shall indefinitely survive the termination of this Agreement.
The indemnification rights hereunder shall include the right to
reasonable advances of defense expenses in the event of any pending or
threatened litigation with respect to which indemnification hereunder may
ultimately be merited. If in any case a Fund may be asked to indemnify or hold
the Administrator harmless, the Administrator shall promptly advise such Fund of
the pertinent facts concerning the situation in question, and the Administrator
will use all reasonable care to identify and notify a Fund promptly concerning
any situation which presents or appears likely to present the probability of
such a claim for indemnification, but failure to do so shall not affect the
rights hereunder. In no event shall any Fund have an indemnification obligation
to the Administrator in connection with any pending or threatened litigation
solely involving any other Fund.
Each Fund shall be entitled to participate at its own expense or, if
it so elects, to assume the defense of any suit brought to enforce any claims
subject to this indemnity provision. If a Fund elects to assume the defense of
any such claim, the defense shall be conducted by counsel chosen by such
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Fund and satisfactory to the Administrator, whose approval shall not be
unreasonably withheld. In the event that a Fund elects to assume the defense of
any suit and retain counsel, the Administrator shall bear the fees and expenses
of any additional counsel retained by it. If a Fund does not elect to assume the
defense of a suit, it will reimburse the Administrator for the fees and expenses
of any counsel retained by the Administrator.
The Administrator may apply to any Fund at any time for instructions
and may consult counsel for the Funds or its own counsel and accountants and
other experts, at the Funds' expense, with respect to any matter arising in
connection with the Administrator's duties, and the Administrator shall not be
liable or accountable for any action taken or omitted by it in good faith in
accordance with such instruction or with the opinion of such counsel,
accountants or other experts.
Also, the Administrator shall be protected in acting upon any
document which it reasonably believes to be genuine and to have been signed or
presented by the proper person or persons. Nor shall the Administrator be held
to have notice of any change of authority of any officers, employee or agent of
any Fund until receipt of written notice thereof from such Fund.
Nothing herein shall make the Administrator liable for the performance
or omissions of unaffiliated third parties not under the Administrator's
reasonable control such as, by way of example and not limitation, custodians,
investment advisers or sub-advisers, postal or delivery services,
telecommunications providers and processing and settlement services. The
Administrator may, from time to time, provide to the Funds services and products
("Special Third Party Services") from external third party sources that are
telecommunication carriers, record retention service providers, financial
printers, mailing and delivery service providers, Pricing Sources, data feed
providers or other similar service providers ("Special Third Party Vendors").
Each Fund acknowledges and agrees that the Special Third Party Services are
confidential and proprietary trade secrets of the Special Third Party Vendors.
Accordingly, each Fund shall honor requests by the Administrator and the Special
Third Party Vendors to protect their proprietary rights in their data,
information and property including requests that a Fund place copyright notices
or other proprietary legends on printed matter, print outs, tapes, disks, film
or any other medium of dissemination. Each Fund further acknowledges and agrees
that all Special Third Party Services are provided on an "AS IS WITH ALL FAULTS"
basis solely for such Fund's internal use in connection with the receipt of the
Services. Each Fund may use Special Third Party Services as normally required on
view-only screens and hard copy statements, reports and other documents
necessary to support such Fund's investors, however no Fund shall distribute any
Special Third Party Services to other third parties. THE SPECIAL THIRD PARTY
VENDORS AND THE ADMINISTRATOR MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO
MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR ANY OTHER MATTER WITH RESPECT
TO ANY OF THE SPECIAL THIRD PARTY SERVICES. NEITHER THE ADMINISTRATOR NOR THE
SPECIAL THIRD PARTY VENDORS SHALL BE LIABLE FOR ANY DAMAGES SUFFERED BY A FUND
IN THE USE OF ANY OF THE SPECIAL THIRD PARTY SERVICES, INCLUDING, WITHOUT
LIMITATION, LIABILITY FOR ANY INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES.
The Administrator is entitled to rely on the price information
provided by the underlying funds into which a Fund invests, brokers and
custodians in order to calculate such Fund's net asset value (and the value of
Members' capital accounts based upon such valuation) and the Administrator shall
not be liable for any valuation errors resulting from the use of such
information; provided, however, that upon receipt of notice that a Valuation
Committee of the Board of Managers of each Fund has determined that another
method of calculating the value of a security is to be used, the Administrator
may rely only on the value of that security determined in accordance with such
notice.
ARTICLE 6. DURATION AND TERMINATION OF THIS AGREEMENT. This Agreement shall
become effective as of the Effective Date and shall remain in effect for a
period of three years from and after the Effective Date (the "Initial Term"),
and thereafter shall automatically renew for successive two year terms (each
such period, a "Renewal Term") unless terminated in accordance with the
provisions of this Article 6. This Agreement may be terminated only: (a) by any
party at the end of the Initial Term or the end of any Renewal Term on 90 days'
prior written notice; (b) by any party hereto on such date as is specified in
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written notice given by the terminating party, in the event of a material breach
of this Agreement by the other party, provided the terminating party has
notified the other party of such material breach at least 45 days prior to the
specified date of termination and the breaching party has not remedied such
breach by the specified date; (c) by the Funds in the event that the
Administrator commits the same material breach three or more times during the
Initial Term of this Agreement, without regard to whether the Administrator has
remedied or cured any such breaches; or (d) effective upon the termination,
merger or liquidation of a Fund. For purposes of this paragraph, the term
"liquidation" shall mean a transaction in which the assets of a Fund are sold or
otherwise disposed of and proceeds therefrom are distributed in cash to Members
in complete liquidation of Interests of such Members in such Fund.
ARTICLE 7. ACTIVITIES OF THE ADMINISTRATOR. The services of the
Administrator rendered to the Funds are not to be deemed to be exclusive. The
Administrator is free to render such services to others and to have other
businesses and interests.
ARTICLE 8. CONFIDENTIALITY. The Administrator agrees on behalf of itself
and its employees to treat confidentially all records and other information
relative to the Funds and their Members received by the Administrator in
connection with this Agreement, including any non-public personal information as
defined in Regulation S-P, and that it shall not use or disclose any such
information except for the purpose of carrying out the terms of this Agreement;
provided, however, that the Administrator may disclose such information as
required by law or after prior notification to and approval in writing by a
Fund, which approval may not be withheld where the Administrator may be exposed
to civil or criminal contempt proceedings or penalties for failure to comply.
ARTICLE 9. CERTAIN RECORDS. The Administrator shall maintain customary
records in connection with its duties as specified in this Agreement. Any
records required to be maintained and preserved pursuant to Rules 31a-1 and
31a-2 under the 1940 Act which are prepared or maintained by the Administrator
on behalf of any Fund shall be prepared and maintained at the expense of the
Administrator, but shall be the property of such Fund and will be made available
to or surrendered promptly to such Fund on request.
In case of any request or demand for the inspection of such records by
another party, the Administrator shall notify the applicable Fund and follow
such 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) such Fund
has agreed to indemnify the Administrator against such liability.
ARTICLE 10. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS. The
Administrator undertakes to comply in all material respects with applicable
requirements of the Securities Act of 1933, the Securities Exchange Act of 1934,
the 1940 Act, and any laws, rules and regulations of governmental authorities
having jurisdiction with respect to the duties to be performed by the
Administrator hereunder including any applicable anti-money laundering laws and
regulations.
ARTICLE 11. ANTI-MONEY LAUNDERING LAWS. In connection with performing the
Services set forth herein, the Administrator may provide information that a Fund
may rely upon in connection with such Fund's compliance with applicable laws,
policies and Regulations aimed at the prevention and detection of money
laundering and/or terrorism financing activities (hereinafter, the
"Regulations"). Each Fund and the Administrator agree that the applicable Fund
shall be responsible for its compliance with all such Regulations. It shall be a
condition precedent to providing Services to any Fund under this Agreement and
the Administrator shall have no liability for non-performance of its obligations
under this Agreement unless it is satisfied, in its absolute discretion, that it
has sufficient and appropriate information and material to discharge its
obligations under the Regulations, and that the performance of such obligations
will not violate any Regulations applicable to it. Without in any way limiting
the foregoing, each Fund acknowledges that the Administrator is authorized to
return an investor's Investment in any Fund and take any action necessary to
restrict repayment of redemption proceeds to the extent necessary to comply with
its obligations pursuant to the Regulations.
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ARTICLE 12. INTERNET ACCESS. Data and information may be made
electronically accessible to the Administrator, the Funds and their adviser
and/or sub-adviser(s) through Internet access to one or more links provided by
the Administrator ("Web Links"). All rights in Web Links (including text and
"look and feel" attributes) are owned by the Administrator. Any commercial use
of the content or any other aspect of Web Link requires the written permission
of the Administrator. Use of the Web Links by the Funds or their agents will be
subject to any terms of use set forth on the web site. All Web Links and the
information (including text, graphics and functionality) in the Web Links is
presented "As Is" and "As Available" without express or implied warranties
including, but not limited to, implied warranties of non-infringement,
merchantability and fitness for a particular purpose. The Administrator neither
warrants that the Web Links will be uninterrupted or error free, nor guarantees
the accessibility, reliability, performance, timeliness, sequence, or
completeness of information provided on the Web Links.
ARTICLE 13. ENTIRE AGREEMENT; AMENDMENTS. This Agreement constitutes the
entire agreement between the parties hereto and supersedes any prior agreement
(including without limitation the Administration Agreement dated December 2,
2003 by and between Robeco-Sage Triton Fund, L.L.C. and SEI Investments Global
Funds Services (the "Triton Agreement"), and the Administration Agreement dated
February 1, 2006 by and between Robeco-Sage Multi-Strategy Fund, L.L.C. and SEI
Investments Global Funds Services (the "Multi-Strategy Agreement")), draft or
proposal with respect to the subject matter hereof. For the avoidance of doubt,
the parties agree that from and after the Effective Date of this Agreement, the
Triton Agreement and the Multi-Strategy Agreement shall be null and void. This
Agreement or any part hereof may be changed or waived only by an instrument in
writing signed by the party against which enforcement of such change or waiver
is sought.
ARTICLE 14. ASSIGNMENT. No Fund may assign, delegate or transfer, by
operation of law or otherwise, this Agreement (in whole or in part), or any of
such Fund's obligations hereunder, without the prior written consent of the
Administrator, which consent shall not be unreasonably withheld or delayed. The
Administrator may assign, delegate or transfer, by operation of law or
otherwise, all or any portion of its rights under this Agreement to an affiliate
of the Administrator or to any person or entity who purchases all or
substantially all of the business or assets of the Administrator to which this
Agreement relates, provided that such affiliate, person or entity agrees in
advance and in writing to be bound by the terms, conditions and provisions of
this Agreement, and provided, further that the Administrator provides the Funds
at least thirty days prior written notice of such assignment. Subject to the
foregoing, all of the terms, conditions and provisions of this Agreement shall
be binding upon and shall inure to the benefit of each party's successors and
permitted assigns. Any assignment, delegation, or transfer in violation of this
provision shall be void and without legal effect.
ARTICLE 15. AGREEMENT FOR SOLE BENEFIT OF THE ADMINISTRATOR AND THE FUNDS.
This Agreement is for the sole and exclusive benefit of the Administrator and
each Fund and will not be deemed to be for the direct or indirect benefit of the
clients or customers of the Administrator or the Funds. The clients or customers
of the Administrator or the Funds will not be deemed to be third party
beneficiaries of this Agreement nor to have any other contractual relationship
with the Administrator by reason of this Agreement.
ARTICLE 16. WAIVER. Any term or provision of this Agreement may be waived
at any time by the party entitled to the benefit thereof by written instrument
executed by such party. No failure of either party hereto to exercise any power
or right granted hereunder, or to insist upon strict compliance with any
obligation hereunder, and no custom or practice of the parties with regard to
the terms of performance hereof, will constitute a waiver of the rights of such
party to demand full and exact compliance with the terms of this Agreement.
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ARTICLE 17. NOTICE. Any notice required or permitted to be given by either
party to the other shall be deemed sufficient if sent by registered or certified
mail, federal express (or substantially similar delivery service), postage
prepaid, addressed by the party giving notice to the other party at the last
address furnished by the other party to the party giving notice: if to the
Funds, at c/o Robeco-Sage Capital Management, L.L.C., 000 Xxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx X. Xxxxxxx; and if to the Administrator,
Attention: General Counsel, Xxx Xxxxxxx Xxxxxx Xxxxx, Xxxx, Xxxxxxxxxxxx, 00000
with a copy to the Funds' then current relationship manager.
ARTICLE 18. FORCE MAJEURE. No breach of any obligation of a party to this
Agreement will constitute an event of default or breach to the extent it arises
out of a cause, existing or future, that is beyond the control and without
negligence of the party otherwise chargeable with breach or default, including
without limitation: work action or strike; lockout or other labor dispute;
flood; war; riot; theft; earthquake or natural disaster; governmental regulation
or order. Any party desiring to rely upon any of the foregoing as an excuse for
default or breach will, when the cause arises, give to the other party prompt
notice of the facts which constitute such cause; and, when the cause ceases to
exist, give prompt notice thereof to the other parties.
ARTICLE 19. EQUIPMENT FAILURES. In the event of equipment failures beyond
the Administrator's control, the Administrator shall take reasonable and prompt
steps to minimize service interruptions but shall have no liability with respect
thereto. The Administrator shall develop and maintain a plan for recovery from
equipment failures which may include contractual arrangements with appropriate
parties making reasonable provision for emergency use of electronic data
processing equipment to the extent appropriate equipment is available.
ARTICLE 20. DEFINITIONS OF CERTAIN TERMS. The term "affiliated person,"
when used in this Agreement, shall have the meaning specified in the 1940 Act
and the rules and regulations thereunder, subject to such exemptions as may be
granted by the Securities and Exchange Commission.
ARTICLE 21. HEADINGS. All Article headings contained in this Agreement are
for convenience of reference only, do not form a part of this Agreement and will
not affect in any way the meaning or interpretation of this Agreement. Words
used herein, regardless of the number and gender specifically used, will be
deemed and construed to include any other number, singular or plural, and any
other gender, masculine, feminine, or neuter, as the contract requires.
ARTICLE 22. GOVERNING LAW. This Agreement shall be construed in accordance
with the laws of the State of Delaware without giving effect to the conflicts of
laws principles thereof, and the applicable provisions of the 1940 Act. To the
extent that the applicable laws of the State of Delaware, or any of the
provisions herein, conflict with the applicable provisions of the 1940 Act, the
latter shall control.
ARTICLE 23. MULTIPLE ORIGINALS. This Agreement may be executed in two or
more counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.
ARTICLE 24. BINDING AGREEMENT. This Agreement, and the rights and
obligations of the parties hereunder, shall be binding on, and inure to the
benefit of, the parties and their respective successors and assigns.
ARTICLE 25. SEVERABILITY. If any part, term or provision of this Agreement
is held to be illegal, in conflict with any law or otherwise invalid, the
remaining portion or portions shall be considered severable and not be affected,
and the rights and obligations of the parties shall be construed and enforced as
if the Agreement did not contain the particular part, term or provision held to
be illegal or invalid.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement as of the day and year first above written.
ROBECO - SAGE MULTI-STRATEGY FUND, L.L.C.
By:
------------------------
Name:
Title:
ROBECO - SAGE MULTI-STRATEGY INSTITUTIONAL FUND, L.L.C.
By:
------------------------
Name:
Title:
ROBECO - SAGE MULTI-STRATEGY MASTER FUND, L.L.C.
By:
------------------------
Name:
Title:
ROBECO - SAGE TRITON FUND, L.L.C.
By:
------------------------
Name:
Title:
ROBECO - SAGE TRITON INSTITUTIONAL FUND, L.L.C.
By:
------------------------
Name:
Title:
ROBECO - SAGE TRITON MASTER FUND, L.L.C.
By:
------------------------
Name:
Title:
SEI INVESTMENTS GLOBAL FUNDS SERVICES
By:
------------------------
Name:
Title:
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SCHEDULE I
FUNDS
1. Robeco-Sage Multi-Strategy Fund, LLC (Feeder)
2. Robeco-Sage Multi-Strategy Institutional Fund, LLC (Feeder)
3. Robeco-Sage Multi-Strategy Master Fund, LLC (Master)
4. Robeco-Sage Triton Fund, LLC (Feeder)
5. Robeco-Sage Triton Institutional Fund, LLC (Feeder)
6. Robeco-Sage Triton Master Fund, LLC (Master)
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SCHEDULE II
LIST OF SERVICES
ADMINISTRATIVE SERVICES:
1) STRATEGIC PLANNING AND PRODUCT DEVELOPMENT:
o Assist with the development of a business plan.
o Consult on product domicile issues, if needed.
o Help define product structure.
o Introduce vendors who are experts in areas of interest.
2) COORDINATE PREPARATION OF FUND FINANCIAL STATEMENTS:
o Prepare Fund financial statements and supporting schedules, as
required.
o Send financial statements to investors.
o N-CSR preparation and filing.
o Provide sub-certification of financial reports to chief executive
officer and chief financial officer.
o Prepare and file each Fund's Annual and Semi-Annual reports with the
SEC on Form N-SAR via XXXXX.
3) COORDINATE ANNUAL FUND AUDITS:
o Liaison with Fund auditors.
o Complete audit assistance schedules.
o Coordinate audit timetables.
4) BOARD OF DIRECTOR REPORTS/MEETINGS:
o Provide financial and compliance information for Board meetings.
o Assist with the selection of Directors, if necessary.
o Attend meetings, if requested (provided the Administrator's out of
pocket expenses are paid for by the applicable Fund).
5) LEGAL SUPPORT SERVICES:
o Consult on Fund regulatory issues and anti-money laundering
requirements.
o Liaise with Fund's outside counsel.
6) FUND PERFORMANCE REPORTING (MONTHLY):
o Provide investment status report.
o Provide performance information to client and client-designated third
parties.
7) INCOME AND EXPENSE REVIEWS:
o Prepare Fund expense budgets.
o Set expense accruals.
o Monitor Fund expense limitations/caps.
o Approve and authorize payment of expenses.
o Track expenses to be paid by third parties (with assistance of
Investment Manager).
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8) PORTFOLIO AND REGULATORY COMPLIANCE:
o 5% and 10% Registered Investment Company limitation.
o 300% asset coverage.
o Limitation of investments of Fund assets in any one Fund.
o Monitor shares sold to not exceed authorized amount.
o File TO 13-e-f (tender offer), Form N-Q (quarterly holdings) and Form
N-PX (proxy results).
9) TAX REPORTING:
o Coordinate necessary Federal Tax Returns (K-1).
o Coordinate necessary State Tax Returns.
o Provide Fund accountant with necessary data for tax filing.
10) CHIEF COMPLIANCE OFFICER SUPPORT:
o Knowledge Partnership.
o CCO information and consulting.
11) STATE SECURITIES FILING REQUIREMENTS:
o Coordinate as necessary the registration or qualification of Interests
of the Fund with appropriate state securities authorities.
ACCOUNTING SERVICES:
1) CALCULATE NET ASSET VALUE PER INTEREST:
o Update the final monthly market value of investments.
o Review Net Asset Value change from previous valuation for
reasonableness.
o Obtain hard copy valuations for each Investment held by the Funds.
2) DETERMINE AND REPORT CASH AVAILABILITY TO THE INVESTMENT MANAGER:
o Provide Investment Manager with intra-month hard copy cash
availability.
o Prepare and complete bank reconciliations, including notifying the
appropriate agent of any unusual reconciling items.
3) PARTNERSHIP ACCOUNTING RECORDS
o Allocate book basis profit and loss to individual partner capital
accounts in accordance with the partnership agreements.
o Calculate incentive / performance re-allocation/fee for each capital
account in accordance with the partnership agreement.
o Track high water xxxx and loss recovery accounts for purposes of the
incentive fee calculation in accordance with the partnership
agreements.
4) ASSIST INVESTMENT MANAGER WITH UNDERLYING FUND PURCHASES/ REDEMPTIONS:
o Facilitate the appropriate money movements to/from the custody bank to
the underlying fund manager.
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o Complete necessary documents relating to each Fund's purchases and
sales of the underlying funds (i.e. subscription documents and
redemption letters).
5) RECONCILE AND RECORD ALL EXPENSE ACCRUALS:
o Accrue expenses based upon budget either as a percentage of Fund's net
assets or specific dollar amounts.
o Accrue and calculate amortization of organizational expenses, if
applicable.
o Monitor expense limitations, if applicable.
o Pay Fund expenses.
6) ENTER ALL INVESTMENT TRANSACTIONS INTO THE ACCOUNTING RECORDS:
o Receive and record all transaction information provided by the
Investment Manager.
o Verify individual security settlements with the custody agent.
o Maintain a security ledger of transactions.
o Determine realized gains or losses on security trades.
o Provide currency exchange rate realized and unrealized gain/loss
detail.
7) ENTER ALL INVESTOR TRANSACTIONS INTO THE ACCOUNTING RECORDS:
o Process all subscriptions and redemptions.
o Verify individual settlements with the custody agent.
o Reconcile all outstanding Interest/partner balances to the transfer
agent's records.
8) REVIEW CUSTODY AGENT'S STATEMENTS:
o Reconcile cash and currency balances.
o Reconcile all security positions.
o Reconcile all interest and dividend receivable balances.
o Reconcile all foreign tax reclaim receivable balances, if applicable.
9) SUBMIT ACCOUNTING REPORTS TO THE INVESTMENT MANAGER/CLIENT:
o Portfolio Valuation (listing of individual holdings, cost basis,
market value, unrealized appreciation/depreciation and percentage of
portfolio).
o Net Asset Value Calculation.
o Expense Summary
o Income Statement
o Balance Sheet
10) SUPPORT INVESTMENT MANAGER DUE DILIGENCE PROCESS FOR PROSPECTIVE
INTERESTHOLDERS THROUGH ON-SITE VISITS AS REQUESTED.
INVESTOR SERVICING:
1) PROCESSING OF INTERESTHOLDER ACTIVITY:
o Process new issues, subscriptions, redemptions, conversions and
exchanges of interests.*
o Manage tender process including defining the timeline, distributing
materials to investors, tracking member responses, tabulating tender
offer results and calculating tender payments.
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o Report investor activity through investor deal board.
o Instruct money movements pertaining to investor transactions.
o Confirm transactions to investors and/or distributors and complete
audit request from auditors of the investors.
o Administer required payments for commission, sales loads and member
servicing fees.
o Retain correspondence and other information pertaining to the investor
register.
o Address investor inquiries.
o Fulfill investor document requests (e.g. prospectuses, financial
statements)
o Issue interests in accordance with the applicable Fund documents upon
receipt of: (a) duly completed subscription documents; (b) the full
amount of the subscription monies payable in respect of the interests
being subscribed in available Funds; and (c) documents or evidence
satisfactory to the Administrator that applicable anti-money
laundering regulations in any applicable jurisdiction have been
complied with in relation to the prospective investor and the
subscription.
o Maintain and tabulate information regarding Fund votes.
2) REPORTING OF INVESTOR ACTIVITY:
o Mail account statements, notices of meetings and reports to investors
of record.
o Provide Fund accountants with reports and other interestholder
activity information.
3) MAINTAIN FUND INVESTOR RECORDS:
o Maintain the investor register.
o Maintain investor files.
o Provide liaison with independent auditors for transfer agency
inspection.
4) ANTI-MONEY LAUNDERING ("AML")
o Verify the identity of any Person seeking to open an account with a
Fund;
o Maintain records of the information used to verify the Person's
identity;
o Determine whether the Person appears on any lists of known or
suspected terrorists or terrorist organizations provided to a Fund by
any government agency; in accordance with the Regulations;
o Determine when a suspicious activity report ("SAR") should be filed as
required by the Regulations; prepare and file the SAR; notify the
Funds of the SAR unless prohibited by law;
o Submit all financial transactions against the Office of Foreign Asset
Control ("OFAC") database and Financial Crimes and Enforcement
Network's ("FinCEN") 314(a) List or any successor list as may be
required from time to time;
o Compare account information to any FinCEN request received by each
Fund and provided to the transfer agent pursuant to USA PATRIOT Act
Sec. 314(a). Provide the Funds with documents/information necessary to
respond to requests under USA PATRIOT Act Sec. 314(a) within required
time frames;
o Place holds on transactions in member accounts or freeze assets in
member accounts, as provided in the Administrator's anti-money
laundering programs and in accordance with the Regulations, subject to
the provisions of this Amendment.
o Maintain all records or other documentation related to member accounts
and transactions therein that are required to be prepared and
maintained pursuant to the Administrator's internal AML program, and
make the same available for inspection by (i) the Funds' chief AML
compliance officer, (ii) any auditor of the Funds' AML program or
related procedures, policies or controls that has been designated by
the Funds in writing, or (iii) regulatory or law enforcement
authorities, and otherwise make said records or other documents
available at the direction of the Funds' AML compliance officer.
12
SUBSCRIPTION/REDEMPTION ACCOUNT SERVICES:
1) AUTHORIZE THE TRANSFER OF MONEY FROM EACH FUND'S SUBSCRIPTION/REDEMPTION
ACCOUNT INTO SUCH FUND'S TRADING ACCOUNT UPON WRITTEN INSTRUCTION FROM AN
INDIVIDUAL AUTHORIZED BY THE INVESTMENT MANAGER.
2) AUTHORIZE THE TRANSFER OF MONEY IN CONNECTION WITH REDEMPTION OF INTERESTS
FROM EACH FUND'S SUBSCRIPTION/REDEMPTION ACCOUNT TO INDIVIDUAL INVESTORS
UPON WRITTEN INSTRUCTION FROM AN INDIVIDUAL AUTHORIZED BY THE INVESTMENT
MANAGER.
3) AUTHORIZE THE RETURN OF INITIAL INVESTMENT MONEY TO A SUBSCRIBER IF THE
SUBSCRIBER DOES NOT MEET A FUND'S INVESTMENT REQUIREMENTS OR AS DIRECTED BY
A FUND OR THE INVESTMENT MANAGER UPON WRITTEN INSTRUCTION FROM AN
INDIVIDUAL AUTHORIZED BY THE INVESTMENT MANAGER.
4) PERFORM THE ANTI-MONEY LAUNDERING SERVICES SET FORTH IN THE ADMINISTRATION
AGREEMENT.
5) AUTHORIZE THE TRANSFER OF MONEY FROM EACH FUND'S SUBSCRIPTION/REDEMPTION
ACCOUNT TO AN APPROPRIATE REGULATORY/LEGAL ENTITY UPON: (A) THE ORDER OF A
COURT WITH JURISDICTION, A PROPER GOVERNMENTAL AUTHORITY OR A SELF
REGULATORY ORGANIZATION; OR (B) WRITTEN INSTRUCTION FROM AN INDIVIDUAL
AUTHORIZED BY THE INVESTMENT MANAGER.
CUSTODY SERVICES:
CUSTODY SERVICES WILL BE PROVIDED VIA A SEPARATE AGREEMENT BETWEEN EACH FUND AND
SEI PRIVATE TRUST COMPANY.
OTHER SERVICES:
SUCH OTHER SERVICES AS THE PARTIES MAY AGREE TO IN WRITING FROM TIME TO TIME.
13
SCHEDULE III
SCHEDULE OF FEES
14
SCHEDULE IV
SCHEDULE OF TRANSFER AGENCY OUTSOURCING FEES
15
