INVESTMENT MANAGEMENT AGREEMENT
Exhibit (g)
INVESTMENT MANAGEMENT AGREEMENT dated this 27th day of May, 2005, between HATTERAS
INVESTMENT PARTNERS LLC, a Delaware limited liability company (the “Investment Manager”), and
HATTERAS MASTER FUND, L.P. a Delaware limited partnership (the “Master Fund”). All terms not
defined herein shall have the meanings ascribed to them in the Limited Partnership Agreement of the
Master Fund (the “Master Partnership Agreement”)
WHEREAS, the Master Fund is registered with the Securities and Exchange Commission (the “SEC”)
as a closed-end management investment company under the Investment Company Act of 1940, as amended
(the “1940 Act”);
WHEREAS, the Investment Manager is engaged principally in the business of rendering investment
management services and is registered with the SEC as an investment adviser under the Investment
Advisers Act of 1940, as amended;
WHEREAS, the Master Fund desires to retain the Investment Manager to render investment
advisory services to the Master Fund in the manner and on the terms and conditions hereinafter set
forth;
WHEREAS, the Investment Manager is willing to render such services and/or engage others to
render such services to the Master Fund; and
WHEREAS, the Master Fund serves as the “master” portfolio for one or more “feeder” funds
(each, a “Fund” and collectively, the “Feeder Funds”) that invest all or substantially all of their
assets in the Master Fund and that have the same investment objective and policies as the Master
Fund.
NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree
as follows:
1. Appointment of the Investment Manager. The Master Fund hereby appoints the
Investment Manager to act as investment adviser and provide investment advisory services to the
Master Fund, subject to the supervision of the Master Fund’s board of directors (the “Board of
Directors”), for the period and on the terms and conditions set forth in this Agreement. The
Investment Manager accepts such appointment and agrees to render the services and to assume the
obligations set forth in this Agreement commencing on its effective date for the compensation
herein provided.
2. Responsibilities of the Investment Manager.
(a) Investment Program. The Investment Manager shall: (i) furnish continuously
an investment program for the Master Fund; (ii) determine (subject to the overall
supervision and review of the Board of Directors) what investments shall be purchased, held,
sold or exchanged by the Master Fund and what portion, if any, of the assets of the Master
Fund shall be held uninvested; and (iii) make changes in the
investments of the Master Fund. The Investment Manager also shall manage, supervise
and conduct the other affairs and business of the Master Fund and matters incidental
thereto, subject always to the control of the Board of Directors and to the provisions of
the organizational documents of the Master Fund, the Registration Statement of the Master
Fund and its securities, including the offering documents and Registration Statements of the
funds listed on Exhibit A hereto (collectively, the “Feeder Funds”), and the 1940 Act, in
each case as from time to time amended and in effect. Subject to the foregoing, with the
consent of the holders of interests in the Feeder Funds, the Investment Manager shall have
the authority to engage one or more sub-advisers in connection with the management of the
Master Fund, which sub-advisers may be affiliates of the Investment Manager.
(b) Authority of the Investment Manager. In connection with its obligations
hereunder, the Investment Manager will have the authority for and in the name of the Master
Fund:
(i) to invest and re-invest the Master Fund’s assets (including determining the
size, timing, price and counterparty of such transactions) primarily in interests in
(A) private investment vehicles, including limited partnerships, limited liability
companies and similar entities (the “Advisor Funds”) managed by asset managers (the
“Advisors”); (B) separate accounts managed by Advisors (“Accounts”); and (C) other
instruments including liquid short-term investments not prohibited for investment by
the offering documents, limited partnership agreements or articles of association of
any of the Feeder Funds (together with the Advisor Funds, Accounts and the
instruments described in this paragraph, the “Securities”) and to pay the fees and
costs associated with such Securities;
(ii) to be responsible for the selection of, monitoring of, and allocation of
certain of the Master Fund’s assets in the Securities;
(iii) directly or through the Advisor Funds or Accounts, to purchase, hold,
sell, transfer, exchange, mortgage, pledge, hypothecate and otherwise act to acquire
and dispose of and exercise all rights, powers, privileges, and other incidents of
ownership or possession with respect to Securities held or owned by the Master Fund;
(iv) directly or through the Advisor Funds or Accounts, to acquire a long
position or a short position with respect to any Securities and to make purchases or
sales increasing, decreasing or liquidating such position or changing from a long
position to a short position or from a short position to a long position, without
any limitation as to the frequency of the fluctuation in such position or as to the
frequency of the changes in the nature of such positions;
(v) directly or through the Portfolio Funds or Accounts, to purchase Securities
for investment and to make such representations to the seller of such Securities,
and to other persons, that the Investment Manager may deem proper in
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such circumstances, including the representation that such Securities are
purchased by the Fund for investment and not with a view to their sale or other
disposition;
(vi) directly or through the Advisor Funds or Accounts, to vote and exercise
all other rights in connection with Securities purchased on behalf of the Master
Fund;
(vii) with the oral or written approval of the general partner of the Master
Fund, to borrow or raise monies from time to time without limit as to amount or
manner and time of repayment, and to issue, accept, endorse and execute promissory
notes or other evidences of indebtedness, and to secure the payment of any such
borrowings, and of the interest thereon, by mortgage upon or pledge, conveyance or
assignment in trust of the whole or any part of the properties of the Master Fund
whether at the time owned or thereafter acquired;
(viii) to lend, with or without security, any of the Securities, funds or other
properties which are from time to time owned or held by the Master Fund;
(ix) to engage personnel, whether part-time or full-time, and attorneys,
administrators, consultants, independent accountants, sub-advisers, auditors or such
other persons as the Investment Manager may deem necessary or advisable;
(x) to issue orders and directions to any bank, brokerage, or other financial
institution at which the Master Fund maintains a general account with respect to the
disposition and application of monies or Securities of the Master Fund from time to
time held by such institution;
(xi) directly or through the Advisor Funds or Accounts, to open, maintain,
conduct and close accounts, including margin and custodial accounts, with brokers,
dealers, banks, counterparties and futures commission merchants, which power shall
include the authority to issue all instructions and authorizations to brokers,
dealers, banks, counterparties and futures commission merchants regarding the
Securities and/or money therein; to pay, or authorize the payment and reimbursement
of, commissions, markups or markdowns that may be in excess of the lowest rates
available that are paid to brokers, dealers, banks, counterparties and futures
commission merchants who execute transactions for the account of the Master Fund and
who supply or pay for (or rebate to the Master Fund for payment of) the cost of
brokerage or research services (such as custodial services, news and quotation
equipment and publications) utilized by the Master Fund;
(xii) to combine purchase or sale orders on behalf of the Master Fund together
with other accounts to whom the Investment Manager provides investment services or
accounts of affiliates of the Investment Manager (the “Other Accounts”) and allocate
the Securities or other assets so purchased or sold among such accounts;
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(xiii) to enter into any other contracts or agreements in connection with any
of the foregoing activities, including contracts or agreements with Persons, firms
or corporations with which a principal of the Investment Manager is affiliated;
(xiv) to do such other acts as are delegated to the Investment Manager by the
Board or the general partner of the Master Fund; and
(xv) to do all things necessary and appurtenant to any of the foregoing.
As to any matter not expressly provided for by this Agreement, the Investment Manager shall be
in all cases fully protected in acting or in refraining from acting hereunder until it shall
receive assurances to its reasonable satisfaction that it and its affiliates, members and employees
shall be fully indemnified by the Master Fund to its satisfaction against any and all liability and
expense that may be incurred by it by reason of taking, continuing to take or failing to take any
such action.
(c) Administrative Services. The Investment Manager shall render to the Master Fund
management and administrative assistance in connection with the operation of the Master Fund that
shall include: (i) compliance with all reasonable requests of the Master Fund for information,
including information required in connection with the Master Fund’s filings with the SEC, other
federal and state regulatory organizations, and self-regulatory organizations, and (ii) such other
services as the Investment Manager shall from time to time determine to be necessary or useful to
the administration of the Master Fund.
(d) Reports. The Investment Manager will submit such periodic reports to the Master
Fund regarding the Investment Manager’s activities hereunder as the Master Fund may reasonably
request.
(e) Books and Records. The Investment Manager will maintain or cause to be maintained
for the Master Fund all books, records, reports and any other information required under the 1940
Act, to the extent that such books, records, reports and other information are not maintained or
furnished by the custodian, transfer agent, administrator, sub-administrator or other agent of the
Master Fund.
3. Reimbursement by the Fund. The Investment Manager may retain, in connection with
its responsibilities hereunder, the services of others to assist in the investment advice to be
given to the Master Fund. Payment for any such services shall be assumed by the Investment
Manager, and the Master Fund shall not have any liability therefore; provided,
however, that the Investment Manager may in its discretion, on behalf of the Master Fund,
retain the services of independent third party professionals, legal advisers, accountants,
consultants and other professionals in connection with the services provided by the Investment
Manager pursuant to this Agreement.
4. Expenses of the Fund. The Master Fund shall bear full responsibility for the
following fees and expenses, although the Investment Manager may pay certain expenses of the Master
Fund in its absolute discretion:
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(a) custodian and sub-custodian fees, if any, for its Securities;
(b) administrator’s fees and disbursements;
(c) tax preparation and auditor’s fees;
(d) taxes other than those incurred in connection with facilities and services rendered
by the Investment Manager at the Investment Manager’s expense;
(e) legal fees and disbursements;
(f) auditing fees and disbursements;
(g) organization and conduct of meetings of the limited partners and the preparation
and distribution of all reports and other communications with limited partners;
(h) calculation of the net asset value of the Master Fund and the capital account of
each limited partner of the Master Fund, in a manner determined pursuant to the Master
Partnership Agreement;
(i) investment expenses (e.g., expenses which are directly related to the
investment of the Master Fund’s assets, including, but not limited to, brokerage
commissions, interest expense and consulting and other professional fees relating to
Securities, including management and performance-based fees and expenses of the Advisor
Funds and Accounts); and
(j) other operations and expenses not related to functions assumed by the Investment
Manager hereunder.
5. Expenses of the Investment Manager. Subject to Section 3 and Section 4 herein, the
Investment Manager will render the services set forth in Section 2 of this Agreement at its own
expense, including without limitation, the salaries of employees necessary for such services, the
rent and utilities for the facilities provided, and other advisory and operating expenses, except
as assumed by the Master Fund under this Agreement or the Master Partnership Agreement or provided
for pursuant to the permitted use of soft dollar arrangements. The Investment Manager may pay
certain expenses of the Master Fund in its sole discretion.
6. Fees.
(a) Subject to the following Section 6(c), as compensation for its provision of the
services hereunder, the Master Fund will pay to the Investment Manager a monthly investment
management fee (the “Management Fee”) equal to 1/12th of 1.00% (1.00% on
an annualized basis) of the aggregate value of its net assets determined as of each month
end. The Management Fee will be computed based on the net assets of the Master Fund as of
the last day of each month, and will be due and payable in arrears within five business days
after the end of each month. Notwithstanding the foregoing, any changes to the compensation
to the Investment Manager set forth in any offering document of the
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Master Fund shall not be binding on the Investment Manager, unless agreed to in writing
by the Investment Manager.
(b) The Investment Manager, in its sole discretion, may vary, defer or waive, by rebate
or otherwise, all or part of any fees payable under Section 6(a) in accordance with
applicable law. Profits derived by the Investment Manager, including from such fees, may be
used for any lawful purpose, including payments to any other person in the sole discretion
of the Investment Manager.
(c) If the Investment Manager shall serve hereunder for less than the whole of any
month, the fee hereunder shall be prorated according to the proportion that such period
bears to the full month (based on the aggregate value of its net assets determined as of the
date of cessation) and shall be payable within five business days after the cessation of the
Investment Manager’s services hereunder. The value of the net assets of the Master Fund
shall be determined pursuant to the applicable provisions of the Master Partnership
Agreement, valuation procedures, and Registration Statement of the Master Fund, each as
amended from time to time. If the determination of the net asset value of the Master Fund
has been suspended for a period including the end of any month when the Investment Manager’s
compensation is payable pursuant to this paragraph, then the Investment Manager’s
compensation payable with respect to such month shall be computed on the basis of the value
of the net assets of the Master Fund as last determined (whether during or prior to such
month).
(d) Each payment for services to the Investment Manager shall be accompanied by a
report of the Master Fund, prepared either by the administrator hired by the Master Fund or
by an independent certified public accountant or an attorney which shall show the amount
properly payable to the Investment Manager under this Agreement, and the manner of
computation thereof.
7. Selection of Brokers. Except for investments made directly in Securities by the
Investment Manager on behalf of the Master Fund, the Master Fund and the Investment Manager will
have no direct control over the selection of brokers.
In selecting brokers or dealers to execute transactions directly, the Investment Manager may
not necessarily solicit competitive bids and may not have an obligation to seek the lowest
available commission cost. It may not be the practice of the Investment Manager to negotiate
“execution only” commission rates, and thus the Investment Manager may be deemed to be paying for
research and other services provided by the broker which are included in the commission rate.
Research furnished by brokers may include, but is not limited to, written information and analyses
concerning specific securities, companies or sectors; market, financial and economic studies and
forecasts; financial publications; statistic and pricing services, as well as discussions with
research personnel, along with hardware, software, databases and other technical and
telecommunication services and equipment (including updates, improvements and repairs of same)
utilized in the investment management process. Research services obtained by the use of
commissions arising from the Master Fund’s direct portfolio transactions may be used by the
Investment Manager in its other investment activities. To the extent the Investment Manager
utilizes commissions to obtain items which would otherwise be an expense of the
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Investment Manager, such use of commissions in effect constitutes additional compensation to
the Advisor. Section 28(e) of the Securities Exchange Act of 1934, as amended, permits the payment
of a rate of commissions in excess of the amount another broker would have charged to obtain
“research and execution” services, which may result in higher transaction costs than would
otherwise be obtainable.
8. Status of the Investment Manager. The Investment Manager shall for all purposes be
an independent contractor and not an agent or employee of the Master Fund. The Investment Manager
shall have no authority to act for, represent, bind or obligate the Fund except as provided herein.
9. Exculpation; Indemnification. None of the Investment Manager or its officers,
principals, members, shareholders, directors, partners, employees, agents, members, affiliates or
the legal representatives of any of them or managers, members or affiliates (each, an “Indemnified
Person”) shall be liable for any acts or omissions or any error of judgment or for any loss
suffered by the Master Fund in connection with the subject matter of this Agreement, except for
loss resulting from willful misfeasance, bad faith or gross negligence in the performance by such
Indemnified Person of obligations and duties hereunder. To the fullest extent permitted by law,
the Master Fund shall indemnify each Indemnified Person out of the assets of the Master Fund from
and against any and all costs, losses, claims, damages, amounts paid in settlement, judgment or
expense, liabilities, joint or several, including, without limitation, legal fees or other expenses
reasonably incurred in the investigation or defense of any action, suit or proceeding (including
civil, criminal, administrative or investigative proceedings) to which an Indemnified Person may be
a party or otherwise be involved with or with which an Indemnified Person shall be threatened,
resulting in any way from the performance or non-performance of their duties hereunder, except
those resulting from the willful misfeasance, gross negligence or bad faith of such Indemnified
Person. The Master Fund shall advance to or reimburse an Indemnified Person (to the extent that
the Master Fund has available assets and need not borrow to do so) reasonable attorney’s fees and
other costs and expenses incurred in connection with defense of any action or proceeding arising
out of such performance or non-performance. The Investment Manager agrees, and each other
Indemnified Person will agree, that in the event it receives any such advance, it shall reimburse
the Master Fund for such fees, costs and expenses to the extent that it shall be determined that it
was not entitled to indemnification under this Section 9. Notwithstanding the foregoing, nothing
in this Section 9 shall be deemed to constitute a waiver of any rights the Master Fund may have
under U.S. federal securities laws (which may impose liability, under certain circumstances, even
on persons who act in good faith).
10. Services Not Exclusive. The services of the Investment Manager to the Master Fund
hereunder are not to be deemed exclusive, and the Investment Manager shall be free to render
similar services to others so long as its services hereunder are not impaired thereby. In
addition, the parties may enter into agreements pursuant to which the Investment Manager provides
administrative or other non-investment advisory services to the Master Fund, and may be compensated
for such other services.
11. Conflicts of Interest. Whenever the Master Fund and one or more other accounts or
investment companies managed or advised by the Investment Manager or an Advisor have available
funds for investment, investments suitable and appropriate for each shall be allocated in
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accordance with procedures approved by the Board of Directors and believed by the Investment
Manager or the Advisor to be equitable to each entity. Similarly, opportunities to sell Securities
shall be allocated in accordance with procedures approved by the Board of Directors and believed by
the Investment Manager or the Advisor to be equitable. The Master Fund recognizes that in some
cases this procedure may adversely affect the size of the position that may be acquired or disposed
of for the Master Fund. In addition, the Master Fund acknowledges that any member, director,
officer, or persons employed by the Investment Manager, its affiliates, or an Advisor, who may also
be a member, director, officer, or person employed by the Master Fund, to assist in the performance
of the Investment Manager’s or the Advisor’s duties hereunder will not devote their full time to
such service and nothing contained herein shall be deemed to limit or restrict the right of the
Investment Manager or any affiliate of the Investment Manager or an Advisor to engage in and devote
time and attention to other businesses or to render services of whatever kind or nature.
12. Duration and Termination.
(a) Duration. This Agreement shall become effective on the date first set
forth above, and shall remain in full force and effect until the date which is two years
after the effective date of this Agreement. Subsequent to such initial period of
effectiveness, this Agreement shall continue in full force and effect, subject to Section
12(c), for successive one-year periods so long as such continuance is approved at least
annually: (i) by either the Board of Directors or by vote of a majority of the outstanding
voting securities (as defined in the 0000 Xxx) of Fund; and (ii) in either event, by the
vote of a majority of the directors of the Master Fund who are not parties to this Agreement
or “interested persons” (as defined in the 0000 Xxx) of any such party, cast in person at a
meeting called for the purpose of voting on such approval.
(b) Amendment. This Agreement may be amended only by the written agreement of
the parties. Any amendment shall be required to be approved by the Board of Directors in
accordance with the provisions of section 15(c) of the 1940 Act and the rules and
regulations adopted thereunder. If required by the 1940 Act, any material amendment shall
also be required to be approved by such vote of partners of the Fund as is required by the
1940 Act and the rules and regulations thereunder.
(c) Termination. This Agreement may be terminated at any time, without payment
of any penalty, by vote of the Board or by vote of a majority of the outstanding voting
securities (as defined in the 0000 Xxx) of the Fund, or by the Investment Manager, in each
case on not more than sixty (60) days’ nor less than thirty (30) days’ prior written notice
to the other party.
(d) Automatic Termination. This Agreement shall automatically and immediately
terminate in the event of its assignment (as defined in the 1940 Act).
13. Use of Name. The Master Fund acknowledges that it adopted its name through the
permission of the Investment Manager. The Investment Manager hereby consents to the non-exclusive
use by the Master Fund of the name “Hatteras Master Fund, L.P.” only so long as the Investment
Manager serves as the Master Fund’s Investment Manager. The Fund agrees to
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indemnify and hold harmless the Investment Manager and its affiliates from and against any and
all costs, losses, claims, damages or liabilities, joint or several, including, without limitation,
attorneys’ fees and disbursements, which may arise out of the Master Fund’s use or misuse of the
name “Hatteras Master Fund, L.P.” or out of any breach of or failure to comply with this
Section 13. In addition, the Master Fund shall not approve or authorize the use or distribution in
connection with the sale of its securities of any literature or advertisement in which the
Investment Manger is named or referred to unless such literature or advertisement shall first be
submitted to the Investment Manager for its approval with respect to matters concerning the
Investment Manager.
14. Governing Law. Notwithstanding the place where this Agreement may be executed by
any of the parties thereto, the parties expressly agree that all terms and provisions hereof shall
be governed by and construed in accordance with the laws of the State of Delaware without regard to
conflicts of law principles.
15. Notices. Any notice, consent or other communication made or given in connection
with this Agreement shall be in writing and shall be deemed to have been duly given when delivered
or five days after mailed by certified mail, return receipt requested, as follows:
If to the Investment Manager:
Hatteras Investment Management LLC
0000 Xxx Xxxxx Xxxx
Xxxxx 000
Xxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Phone: (000) 000-0000
Fax: (000) 000-0000
0000 Xxx Xxxxx Xxxx
Xxxxx 000
Xxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Phone: (000) 000-0000
Fax: (000) 000-0000
If to the Master Fund:
Hatteras Master Fund, L.P.
c/o Hatteras Investment Partners LLC
0000 Xxx Xxxxx Xxxx
Xxxxx 000
Xxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Phone: (000) 000-0000
Fax: (000) 000-0000
c/o Hatteras Investment Partners LLC
0000 Xxx Xxxxx Xxxx
Xxxxx 000
Xxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Phone: (000) 000-0000
Fax: (000) 000-0000
16. Entire Agreement. This Agreement contains all of the terms agreed upon or made by
the parties relating to the subject matter of this Agreement, and supersedes all prior and
contemporaneous agreements, negotiations, correspondence, undertakings and communications of the
parties, oral or written, respecting such subject matter.
17. No Waivers. The failure of a party to insist upon strict adherence to any term of
this Agreement on any occasion shall not be considered a waiver thereof or deprive that party of
the right thereafter to insist upon strict adherence to that term or any other term of this
Agreement.
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18. Binding Effect; Assignment. This Agreement shall be binding upon and inure to the
benefit of the Master Fund, the Investment Manager, each Indemnified Person and their respective
successors and permitted assigns. Any person that is not a signatory to this Agreement but is
nevertheless conferred any rights or benefits hereunder (e.g., officers and employees of
the Investment Manager that are entitled to indemnification) shall be entitled to such rights and
benefits as if such person were a signatory hereto, and the rights and benefits of such person
hereunder may not be impaired without such person’s express written consent. No party to this
Agreement may assign or delegate, except to an affiliate, by operation of law or otherwise, all or
any portion of its rights, obligations or liabilities under this Agreement without the prior
written consent of the other party to this Agreement.
19. Survival. The provisions of Sections 3, 4, 5, 6, 9 and 14 shall survive the
termination of this Agreement.
20. Headings. The headings contained in this Agreement are intended solely for
convenience and shall not affect the rights of the parties to this Agreement.
21. Counterparts. This Agreement may be signed in one or more counterparts, each of
which shall be deemed an original, but all of which when taken together shall be deemed to be one
and the same instrument.
[Signatures appear on the following page.]
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IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed as of the date
set forth above.
| HATTERAS MASTER FUND, L.P. |
||||
| By: | Hatteras Investment Management LLC, | |||
| its General Partner | ||||
| By: | /s/ Xxxxx X. Xxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxx | |||
| Title: | Managing Member | |||
| HATTERAS INVESTMENT PARTNERS LLC |
||||
| By: | /s/ Xxxxx X. Xxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxx | |||
| Title: | President and CEO | |||
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EXHIBIT A
List of Feeder Funds
Hatteras Multi-Strategy 3c1 Fund, LP
Hatteras Multi-Strategy Offshore Fund, Ltd.
Hatteras Multi-Strategy Fund, L.P.
Hatteras Multi-Strategy TEI Fund, L.P.
Hatteras Multi-Strategy Institutional Fund, L.P.
Hatteras Multi-Strategy TEI Institutional Fund, L.P.
Hatteras Multi-Strategy Offshore Fund, Ltd.
Hatteras Multi-Strategy Fund, L.P.
Hatteras Multi-Strategy TEI Fund, L.P.
Hatteras Multi-Strategy Institutional Fund, L.P.
Hatteras Multi-Strategy TEI Institutional Fund, L.P.
(list of feeder funds amended on June 19, 2009 to include corrected names of the funds)
EXHIBIT A
List of Feeder Funds
Hatteras Diversified Strategies Fund LP
Hatteras Diversified Strategies Offshore Fund LTD
Hatteras Multi-Strategy Fund I, L.P.
Hatteras Multi-Strategy TEI Fund, L.P.
Hatteras Diversified Strategies Offshore Fund LTD
Hatteras Multi-Strategy Fund I, L.P.
Hatteras Multi-Strategy TEI Fund, L.P.
