Exhibit 99(k)(3)
INVESTOR SERVICING AGREEMENT
BY AND BETWEEN
HATTERAS INVESTMENT PARTNERS LLC
AND
HATTERAS DIVERSIFIED STRATEGIES FUND LP
HATTERAS DIVERSIFIED STRATEGIES OFFSHORE FUND LTD.
HATTERAS MULTI-STRATEGY FUND I, L.P.
HATTERAS MULTI-STRATEGY FUND II, L.P.
January , 2005
AGREEMENT, made as of the ___ day of January, 2005, by and between
Hatteras Investment Partners 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 desire to retain Hatteras to facilitate, on behalf of
the Funds, the provision by shareholder service providers ("Service Providers")
of personal investor services and account maintenance services ("Investor
Services") to limited partners of the Funds ("Limited Partners") that are
customers of such Service Providers; and
WHEREAS, Hatteras desires to facilitate, on behalf of each Fund, the
provision of Investor Services by Service Providers to their customers that are
Limited Partners.
NOW THEREFORE, in consideration of the terms and conditions herein
contained, the parties agree as follows:
1. Appointment of Hatteras.
(a) Each Fund hereby authorizes Hatteras to retain Service Providers who
have entered into an appropriate service provider agreement with Hatteras, a
form of which is attached hereto as Exhibit B, to provide Investor Services to
Limited Partners who are customers of such Service Providers. Investor Services
shall include, but shall not be limited to:
(i) handling inquiries from Limited Partners regarding the Funds,
including but not limited to questions concerning their investments in the
Funds, capital account balances, and reports and tax information provided by the
Funds;
(ii) assisting in the enhancement of relations and communications
between Limited Partners and the Funds;
(iii) assisting in the establishment and maintenance of Limited
Partners' accounts with the Funds;
(iv) assisting in the maintenance of Fund records containing Limited
Partner information, such as changes of address; and
(v) providing such other information and Limited Partner liaison
services as Hatteras may reasonably request.
2. Investor Servicing Fee.
(a) In recognition of the payments Hatteras will make to the Service
Providers, 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 C attached hereto, of the aggregate value of outstanding
Interests held by Limited
2
Partners of each Fund that receive Investor Services from a Service Provider
determined as of the last day of the quarter (before repurchases of Interests or
performance allocations) (the "Investor Servicing Fee").
(b) Hatteras may pay amounts pursuant to this Section 2 to any "affiliated
person" (as that term is defined in the Investment Company Act of 1940, as
amended (the "Investment Company Act")) of Hatteras if such affiliated person is
a Service Provider.
(c) Hatteras may, in its sole discretion, waive or pay all or a portion of
the Investor Servicing Fee to Service Providers.
3. Duties of Hatteras.
(a) Hatteras agrees to retain the Service Providers to provide Investor
Services and to compensate such Service Providers for their services.
(b) Hatteras shall report to the Board of Directors or General Partners
(as applicable) of each Fund on a quarterly basis regarding: (i) the nature of
the Investor Services provided by the Service Providers; (ii) the amount of
payments made by Hatteras to such Service Providers; and (iii) the amount of
Investor Servicing Fees paid to Hatteras by each Fund.
4. Liability of the Funds. Hatteras understands and agrees that the obligations
of each Fund under this Agreement are joint and not several, and are not binding
upon any Limited Partner or any person serving on the Board of Directors or as
General Partner (as applicable) of any Fund personally, but bind only the Funds
and the property of the Funds jointly and not severally. Hatteras represents
that it has notice of the provisions of each Fund's organizational documents
disclaiming Limited Partner, Director and General Partner 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, so long as such continuance shall be approved at least
annually by the Board of Directors or as General Partner (as applicable) of each
Fund, including the vote of the majority of the Directors (if applicable) who
are not parties to this Agreement or "interested persons" (as defined by the
Investment Company Act and the rules thereunder) of any such party.
6. Assignment or Amendment. Any amendment to this Agreement shall be in writing
and shall be subject to the approval of the Board of Directors or as General
Partner (as applicable) of each Fund, including the vote of a majority of the
Directors (if applicable) who are not "interested persons," as defined by the
Investment Company Act and the rules thereunder. This Agreement shall
automatically and immediately terminate in the event of its "assignment," as
defined by the Investment Company Act, and the rules thereunder.
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
3
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 Investor 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.
* * *
4
Exhibit 99(k)(3)
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
HATTERAS INVESTMENT MANAGEMENT LLC
By:
------------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: President
HATTERAS DIVERSIFIED STRATEGIES FUND LP
By: Hatteras Investment Management LLC,
its General Partner
By:
------------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: President
HATTERAS DIVERSIFIED STRATEGIES OFFSHORE FUND LTD.
By: Hatteras Investment Management LLC,
its General Partner
By:
------------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: President
HATTERAS MULTI-STRATEGY FUND I, L.P.
By: Hatteras Investment Management LLC,
its General Partner
By:
------------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: President
HATTERAS MULTI-STRATEGY FUND II, L.P.
By: Hatteras Investment Management LLC,
its General Partner
By:
------------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: President
EXHIBIT A
FUNDS
Hatteras Diversified Strategies Fund LP
Hatteras Diversified Strategies Offshore Fund Ltd.
Hatteras Multi-Strategy Fund I, L.P.
Hatteras Multi-Strategy Fund II, L.P.
A-1
Exhibit 99(k)(3)
EXHIBIT B
FORM OF SERVICE PROVIDER AGREEMENT
SERVICE PROVIDER AGREEMENT, made as of the ___ day of ___________, 2005,
by and between Hatteras Investment Partners LLC, a limited liability company
formed under the laws of the State of Delaware ("Hatteras") and _______________,
a ___________________ ("Service Provider").
RECITAL
WHEREAS, Hatteras serves as investment adviser to each of the investment
funds listed on Appendix A hereto (collectively, the "Funds"); and
WHEREAS, Hatteras has been authorized, pursuant to that certain Investor
Servicing Agreement, dated as of December __, 2004, between Hatteras and each of
the Funds (the "Investor Servicing Agreement"), to engage Service Provider to
provide personal investor services and account maintenance services ("Investor
Services") to clients of Service Provider who are limited partners of any of the
Funds ("Limited Partners").
NOW THEREFORE, in consideration of the terms and conditions herein
contained, the parties agree as follows:
1. Appointment of Service Provider.
(a) Hatteras hereby authorizes the Service Provider to provide Investor
Services to Limited Partners. Investor Services shall include, but shall not be
limited to:
(i) handling inquiries from Limited Partners regarding the Funds,
including but not limited to questions concerning their investments in the
Funds, capital account balances, and reports and tax information provided by the
Funds;
(ii) assisting in the enhancement of relations and communications
between Limited Partners and the Funds;
(iii) assisting in the establishment and maintenance of Limited
Partners' accounts with the Funds;
(iv) assisting in the maintenance of Fund records containing Limited
Partner information, such as changes of address; and
(v) providing such other information and Limited Partners liaison
services as Hatteras may reasonably request.
B-1
2. Service Provider Fee. In recognition of providing Investor Services, the
Service Provider will receive, within 60 days of the end of each calendar
quarter, a fee to reimburse it for all or a portion of such Investor Services,
in an amount equal to a certain percentage or percentages (on an annualized
basis) of the aggregate value of outstanding interests of the Fund or Funds
("Interests") held by Limited Partners that receive Investor Services from the
Service Provider determined as of the last day of the quarter (before
repurchases of Interests or incentive allocations) (the "Service Provider Fee"),
as set forth in Appendix B.
3. Liability of the Fund. The Service Provider acknowledges and understands that
the Funds are not liable to it for any payment hereunder, and that Hatteras is
the sole entity responsible for paying the Service Provider Fee.
4. Duration. This Agreement will take effect on the date first set forth above,
and will remain in effect unless terminated in accordance with the provisions of
Section 6 hereof.
5. Assignment or Amendment. Any amendment to this Agreement by the Service
Provider shall be in writing and shall be subject to the approval of Hatteras in
its sole discretion. This Agreement may not be assigned by the Service Provider
to any person without the prior written approval of Hatteras, which approval may
be withheld in its sole discretion.
6. Termination. This Agreement may be terminated by either party to the other
without penalty upon sixty days' written notice to the other party (which notice
may be waived by such other party). Notwithstanding the immediately previous
sentence, this Agreement will terminate automatically upon the termination of
the Investor Servicing Agreement. Any termination of this Agreement shall not
affect the obligation of the Hatteras to pay the Service Provider Fee to Service
Provider for Investor Services rendered prior to such termination.
7. 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 of 1940, as amended (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 Securities and Exchange Commission (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.
* * *
B-2
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
HATTERAS INVESTMENT MANAGEMENT LLC
By:
-----------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: President
[SERVICE PROVIDER]
By:
-----------------------------------------
Name:
Title:
Appendix A
FUNDS
Hatteras Diversified Strategies Fund LP
Hatteras Diversified Strategies Offshore Fund Ltd.
Hatteras Multi-Strategy Fund I, L.P.
Hatteras Multi-Strategy Fund II, L.P.
Appendix B
Servicing Fee (as a
percentage of the
aggregate value of
Fund outstanding Interests)
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EXHIBIT C
SERVICING FEE (AS A
PERCENTAGE OF THE
AGGREGATE VALUE OF
FUND OUTSTANDING INTERESTS)
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Hatteras Diversified Strategies Fund LP .50%
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Hatteras Diversified Strategies Offshore Fund Ltd. .50%
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Hatteras Multi-Strategy Fund I, L.P. .65%
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Hatteras Multi-Strategy II, L.P. .40%
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