EXHIBIT 10.6
ADMINISTRATION AGREEMENT
between
XXXXXXX XXXXX HEDGE FUND PARTNERS II, LLC
and
XXXXXXX SACHS PRINCETON LLC
ADMINISTRATION AGREEMENT
AGREEMENT effective as of the 1st day of August, 2003, between XXXXXXX
XXXXX HEDGE FUND PARTNERS II, LLC, a limited liability company organized
under the laws of Delaware ("HFP II LLC"), and XXXXXXX SACHS PRINCETON LLC,
a limited liability company organized under the laws of the State of
Delaware (the "Administrator").
WITNESSETH:
WHEREAS, the Fund desires to retain the Administrator to render
certain financial, accounting and administrative services on behalf of the
Fund in the manner and on the terms herein set forth and the Administrator
has agreed to render such services.
NOW, THEREFORE, in consideration of the premises and the respective
agreements hereinafter contained, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Fund and the Administrator hereby agree as follows:
PART I. SERVICES OF THE ADMINISTRATOR
1.1 Financial, Accounting and Administrative Duties. The Administrator
shall be responsible for performing the following financial, accounting and
administrative duties and functions necessary or appropriate in connection
with the activities of the Fund:
(a) establishing and maintaining such bank, brokerage, custodian and
other accounts as may be necessary or advisable and to transfer funds
and securities on behalf of the Fund;
(b) computing periodic estimates of the Net Asset Value of series of
ordinary shares of the Fund ("Shares"), and reporting such to the Fund
in accordance with the reasonable instructions of the Fund;
(c) computing the monthly Net Asset Value of series of Shares as of
the close of business on the last day of each month, and reporting
such to the Fund in accordance with the reasonable instructions of the
Fund;
(d) preparing and maintaining all customary financial and accounting
books and records in appropriate form and in sufficient detail to
support an annual independent audit of the financial condition of the
Fund, and the administration thereof; and
(e) preparing and delivering periodic reports to the Fund for
distribution to its investors.
1.2 Registrar and Transfer Agent. The Administrator may act as or
engage, subject to the consent and continuing approval of the Fund, which
consent may be revoked at any time, an agent to act as registrar and
transfer agent (the "Registrar and Transfer Agent") with respect to the
Shares and, in that capacity, the Registrar and Transfer Agent, shall:
(a) maintain a register or registers of the holders of Shares in the
Fund (the "Registers") and without prejudice to the generality of the
foregoing enter on each such Register all original issues or
allotments of Shares and all transfers of such Shares, prepare all
such lists of shareholders of the Fund and supply all such information
relating thereto, as the Directors may from time to time require;
register probates, letters of administration, powers of attorney,
certificates of death or marriage and other documents; and hold the
said Register or Registers open to inspection at the transfer office
of the Fund on weekdays (Saturdays and Public Holidays excepted)
during usual business hours;
(b) prepare and issue all dividend warrants and other instruments
representing moneys due to shareholders and maintain a record of
dividend mandates, and other instructions received by it from holders,
regarding Shares;
(c) take reasonable and proper precautions for the safe custody of the
Register and of all other documents held by it in the performance of
its duties;
(d) carry out the issue, transfer and redemption of Shares both per
Share and for the Fund as a whole, and timely communicate the same to
the Fund;
(e) carry out procedures associated with the issuance of
non-certificated Shares;
(f) forthwith on receipt pay to or deposit with or to the order of the
Fund all moneys and securities received on behalf of the Fund;
(g) within the guidelines laid down by the Fund deal with and reply to
all correspondence and other communications addressed to the Fund in
relation to the subscription, exchange, replacement, purchase or
transfer (and where relevant conversion) of Shares in the Fund;
(h) dispatch to the shareholders and Ernst & Young, LLP, auditors of
the Fund (the "Auditors"), and to any other person entitled to receive
the same, copies of such notices, reports, financial statements and
other written material supplied to it by or on behalf of the Fund or
as may be requested by or on behalf of the Fund;
(i) arrange for a representative of the Registrar and Transfer Agent
to attend at board meetings and general meetings of the Fund when so
required by the Fund in order to provide information or record keeping
services and assemble any documentation required at or in connection
with such meetings;
(j) mail to shareholders notices, proxies and proxy statements
prepared by or on behalf of the Fund in connection with the holding of
meetings of shareholders;
(k) act as may be required by the Fund from time to time as proxy
agent in connection with the holding of meetings of shareholders,
receive and tabulate votes cast by proxy and communicate to the Fund
the results of such tabulation accompanied by the appropriate
certificates;
(l) have power to incur on behalf of the Fund such amounts as may be
required from time to time by it in order to enable it to perform its
duties hereunder for the account of the Fund and discharge other
proper expenses of the Fund to be borne by the Fund;
(m) supply to the Directors, upon request, such information in
connection with the Fund or any Shares therein as may be in its
possession, or may reasonably be obtained or provided by it;
(n) at any time during the Registrar and Transfer Agent's business
hours permit the Auditors and any duly appointed agent or
representative of the Fund at the expense of the Fund to audit or
inspect the Registrar and any other documents or records kept by and
still in the possession of the Registrar and Transfer Agent hereunder
and make available all such documents and records in its possession to
such Auditors, agent or representative during business hours whenever
reasonably required to do and afford all such information,
explanations and assistance as such Auditors, agent or representative
may require;
(o) assist in the maintenance of the records and accounts of the Fund
in such manner as will enable the Fund to publish yearly and monthly
its financial statements as may be required;
(p) assist as required by the Fund in the annual report and accounts
of the Fund and any other accounting statements to be sent to the
shareholders of the Fund; and
(q) generally perform other incidental duties as would be necessary to
its duties under the Transfer Agency Agreement;
PROVIDED THAT in all such cases the duties are carried out in accordance
with the constitutional documents of the Fund and in accordance with any
applicable law.
1.3 Compensation
------------
(a) As compensation for its services to GTT II LLC, the Administrator
shall receive a monthly fee equal to approximately (0.0167%) of the
month-end net assets of GTT II LLC (which equals twenty basis points
(0.20%) per annum); provided the Administrator will not charge this
fee on any portion of the assets of GTT II LLC attributable to an
investment in any pooled vehicle for which the Administrator also
receives a fee for such services. For purposes of determining this
fee, net assets shall not be reduced to reflect any current month
Management Fee or year to date accrued Incentive Allocation.
(b) Such fees shall be payable monthly in arrears.
(c) The parties agree that the agreed upon fees are subject to
immediate renegotiation if at any time the Fund begin trading
instruments other than those disclosed to the Administrator on the
date hereof. In such event, the parties agree to negotiate in good
faith.
PART II. GENERAL PROVISIONS
2.1 Delivery of Documents. The Fund agrees to deliver to the
Administrator true copies of all documents and information as the
Administrator shall reasonably request from time to time in connection with
the discharge of its duties hereunder.
2.2 Reasonable Reliance. In the performance of its duties specified in
Part I of this Agreement, the Administrator is relying upon the
determination of the Fund that all fees and expenses incurred by the Fund
are reasonable and legal.
2.3 Personnel. The Administrator shall at all times and at its own
expense maintain and make available to the Fund qualified accounting and
clerical personnel suitable for the performance of the duties of the
Administrator.
2.4 Scope of Liabilities. The Administrator shall not be liable to the
Fund or the investors of the Fund for any loss, damage, expense or claim
occasioned by any act or omission of the Administrator in connection with
the performance of its services hereunder, other than as a result of its
gross negligence, willful misconduct or reckless disregard of its duties
hereunder.
2.5 Indemnification. The Fund shall indemnify the Administrator (which
shall include solely for the purposes of this Section 2.5 the
Administrator's directors, officers, employees, agents and shareholders)
against, and hold it harmless from, any expense, loss, liability or damage
arising out of any claim asserted or threatened to be asserted by any third
party in connection with the Administrators serving or having served as
such pursuant to this Agreement; provided, however, that the Administrator
shall not be entitled to such indemnification with respect to any expense,
loss, liability or damage which was caused by the Administrator's own gross
negligence, willful misconduct or reckless disregard of its duties
hereunder.
2.6 Books and Records. All books, records and other written documents
received or prepared by the Administrator on behalf of the Fund shall be
the exclusive property of the Fund. Except as otherwise authorized by the
Fund, all such books, records and other written documents (other than those
which are not of a material nature) shall be preserved by the Administrator
for a period of at least six years or until they are delivered to duly
appointed successors to the Administrator upon termination of this
Agreement.
2.7 Confidential Relationship. Except as contemplated by this
Agreement or as otherwise required by law, the Administrator shall treat
all information pertaining to the investments, ownership and business
affairs of the Fund as confidential and shall not disclose such information
to any persons other than officers, auditors, legal advisors or other
authorized agents of the Fund.
2.8 Non-Exclusivity. The nature of the duties of the Administrator
hereunder shall not preclude the Administrator from providing services of a
comparable nature to any other person. In addition, it is understood that
the individuals who will participate on behalf of the Administrator in the
performance of its duties under this Agreement will not necessarily devote
their full time thereto, and nothing contained herein shall be deemed to
limit or otherwise restrict or affect their right to engage in and devote
time and attention to other businesses or to render other services of
whatever kind or nature.
2.9 Term and Termination. This Agreement shall have an initial term of
twelve months commencing as of the date of this Agreement and thereafter
shall be automatically renewed for successive terms of twelve months each,
unless sooner terminated by any party at any time, without penalty, upon
not less than thirty (30) days written notice to the other parties.
2.10 Assignment. This Agreement may not be assigned by either of the
parties without the prior written consent of the other party.
2.11 Waiver or Modification. The provisions of this Agreement shall
not be waived or modified other than by means of a writing signed by the
party to be charged with such waiver or modification.
2.12 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York.
2.13 Notices. Except as otherwise provided herein, all communications
hereunder shall be in writing and shall be delivered, telexed or telecopied
and confirmed in writing, sent by registered air mail, to the requisite
party, at its address as follows:
If to Administrator:
-------------------
Xxxxxxx Xxxxx Princeton LLC
000 Xx. Xxxxx Xxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
Attention: General Counsel
Telefax: (000) 000-0000
If to the Fund:
--------------
Xxxxxxx Xxxxx Hedge Fund Partners II, LLC
000 Xx. Xxxxx Xxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
Telefax: (000) 000-0000
or to such other address as to which the party receiving the notice shall
have notified the other party in writing.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first written above.
XXXXXXX XXXXX HEDGE FUND PARTNERS II, LLC
By Xxxxxxx Sachs Princeton LLC, as Managing Member
By: /s/ Xxxx X. Xxxxx
--------------------------------
Name: Xxxx X. Xxxxx
Title: Director
XXXXXXX XXXXX PRINCETON LLC
By: /s/ Xxxx X. Xxxxx
---------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
