SALIENT ABSOLUTE RETURN FUND SERVICES AGREEMENT
AGREEMENT
dated this 28th day of January, 2010 by and between Salient Absolute Return
Fund, a Delaware statutory trust (the "Fund"), and Salient Advisors, L.P., a
Delaware limited partnership (the "Servicing Agent").
In
consideration of the mutual covenants hereinafter contained, it is hereby agreed
by and between the parties hereto as follows:
1. The
Fund hereby appoints Servicing Agent to provide information and services for the
benefit of the Fund and its investors. In this regard, Servicing Agent shall
appoint various broker-dealer firms and other service firms ("Firms") to provide
services including investor services and administrative assistance for persons
who are investors in the Fund; provided, however, that upon request, the
Servicing Agent may require any such Firm to represent that it is a "broker
dealer" registered with the Securities and Exchange Commission and/or to such
other matters as the Servicing
Agent deems appropriate. Such investor services and assistance may include, but
shall not be limited to, the provision of personal, continuing services to their
customers who are investors in the Fund, establishment of investor accounts,
communicating periodically with shareholders and providing information
about the Fund, the Fund's Interests, and repurchase offers, handling
correspondence from investors about their accounts, maintaining account records,
receiving, aggregating and processing purchase and redemption transactions,
providing and keeping retirement plan records, acting as the sole shareholder of
record and nominee for shareholders, providing beneficial owners with account
statements, processing redemptions or distributions, issuing reports to
shareholders and transaction confirmations, providing subaccounting services for
Interests held beneficially, forwarding shareholder communications to beneficial
owners, receiving, tabulating and transmitting proxies executed by beneficial
owners, general account administration activities, administering board,
committee and shareholder meetings, preparing meeting minutes upon request,
administering tender offers, assisting Fund's Valuation Committee upon
reasonable request, maintaining Fund records, providing or procuring accounting
services for the Fund and shareholder accounts, coordinating regulatory and
other filings by the Fund, administering investor application review,
administering compulsory redemptions, providing such other administration
services as the Fund may request from time to time and such other services as
may be agreed upon from time to time and as may be permitted by applicable
statute, rule or regulation.
In
addition, the Firms shall make available an account for each of their customers
through the Fund and shall provide such office space and equipment, telephone
facilities, personnel and literature distribution as is necessary or appropriate
for providing information and services to their customers. The amount of
investor service fees payable by the Fund under this Agreement is not related
directly to the expenses incurred by the Servicing Agent and this Agreement does
not obligate the Fund to reimburse the Servicing Agent for such expenses. Firms
may include affiliates of the Servicing Agent, including Salient Capital, LP and
affiliates thereof. The Servicing Agent may also provide some of the above
services for the Fund and its shareholders directly.
2. The
Servicing Agent accepts such appointment and agrees during such period to render
such services and to assume the obligations herein set forth for the
compensation herein provided. The Servicing Agent shall for all purposes herein
provided be deemed to be an independent contractor and, unless otherwise
expressly provided or authorized, shall have no authority to act for or
represent the Fund in any way or otherwise be deemed an agent of the Fund. The
Servicing Agent, by separate agreement with the Fund, may also serve the Fund in
other capacities, including, without limitation, the investment adviser of the
Fund. In carrying out its duties and responsibilities hereunder, the Servicing
Agent will appoint various Firms to provide investor services described herein
directly to or for the benefit of investors in the Fund; provided, however, that
the Independent Administrator of the Fund, as such term is defined in the
Private Placement Memorandum of the Fund, shall be appointed under a separate
agreement with the Fund and paid a separate fee. Such Firms shall at all times
be deemed to be independent contractors retained by the Servicing Agent and not
the Fund. The Servicing Agent and not the Fund will be responsible for the
payment of compensation to such Firms for such services.
3. For
the services and facilities described above in Section 1, the Fund will pay to
the Servicing Agent, quarterly in arrears, an investor services fee computed at
an annual rate of 1.00% of the average monthly net assets of the Fund (computed
on a quarterly basis). The investor services fee will be calculated separately
for each shareholder of the Fund as an expense of each such shareholder. For the
quarter and year in which this Agreement becomes effective or
terminates,
there shall be an appropriate proration on the basis of the number of days that
the Agreement is in effect during such quarter and year, respectively. The
services of the Servicing Agent to the Fund under this Agreement are not to be
deemed exclusive, and the Servicing Agent shall be free to render similar
services or other services to others.
4. The
net asset value for the Fund shall be calculated in accordance with the
provisions of the Fund's current private placement memorandum. On each day when
net asset value is not calculated, the net asset value of the Fund shall be
deemed to be the net asset value as of the close of business on the last day on
which such calculation was made for the purpose of the foregoing
computations.
5. The
Servicing Agent shall be contractually bound hereunder by the terms of any
announced fee cap or waiver of its fee with respect to the Fund or by the terms
of any written document provided to the Board of Trustees of the Fund announcing
a fee cap or waiver of its fee, or any limitation of the Fund's expenses, as if
such fee cap, fee waiver or expense limitation were fully set forth
herein.
6. The
Fund shall assume and pay all charges and expenses of its operations not
specifically assumed or otherwise to be provided by the Servicing Agent under
this Agreement.
7. This
Agreement may be terminated at any time on sixty (60) days' written notice by
the Servicing Agent to the Fund, or by the Fund upon an affirmative vote of the
Board of Trustees of the Fund. Termination of this Agreement shall not affect
the right of Servicing Agent to receive payments on any unpaid balance of the
compensation described in Section 3 hereof earned prior to such
termination.
8. Each
agreement between the Servicing Agent and the Firms related to the services
described hereunder shall be terminated without penalty to the Fund by the
Servicing Agent in the event that this Agreement is terminated, or on greater
than 60 days' written notice to any other party to the agreement.
9. If
any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder shall not be thereby
affected.
10. Any
notice under this Agreement shall be in writing, addressed and delivered or
mailed, postage prepaid, to the other party at such address as such other party
may designate for the receipt of such notice.
11. All
parties hereto are expressly put on notice of the Fund's agreement and
declaration of trust and all amendments thereto, all of which are on file with
the Securities and Exchange Commission, and the limitation of shareholder and
trustee liability contained therein.
12. This
Agreement shall be construed in accordance with applicable federal law and the
laws of the State of Delaware.
IN
WITNESS WHEREOF, the Fund and the Servicing Agent have caused this Agreement to
be executed as of the day and year first above written.
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By: /s/
A. Xxxx Xxxxxxx
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Name:
A. Xxxx Xxxxxxx
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Title: Principal
Executive Officer
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Salient
Advisors, L.P.
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By: /s/
Xxxxxx Xxxxxxxxx
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Name:
Xxxxxx Xxxxxxxxx
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Title:
Managing
Director
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