ADMINISTRATION AGREEMENT
THIS AGREEMENT is made as of this 1st day of April, 2003, by and between
BACAP Alternative Multi-Strategy Fund, LLC (the "Fund"), a Delaware limited
liability company and BACAP Distributors, LLC, a North Carolina limited
liability company (the "Administrator").
WHEREAS, the Fund is a registered, non-diversified, closed-end management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"), consisting of limited liability company interests ("Interests");
and
WHEREAS, the Fund has appointed the Administrator to provide administrative
and accounting services to the Fund;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Fund and the Administrator hereby agree as follows:
ARTICLE 1. Retention of the Administrator. The 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
employment. 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 A hereto (the "Services"). In
performing its duties under this Agreement, the Administrator will act in
accordance with the Fund's governing documents and Prospectus as they may be
amended (provided copies are delivered to the Administrator). The Administrator
shall be obligated to exercise reasonable care and diligence in the performance
of its duties hereunder and to act in good faith in performing the Services. 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 the Fund and (ii) shall not provide any investment
advisory services to the Fund, and shall have no liability related to the
foregoing. The Administrator shall provide the Fund with all necessary office
space, equipment, personnel, compensation and facilities (including facilities
for Interestholders' and Board of Managers' meetings) for providing the Fund
with the Services. The Administrator may sub-contract with third parties to
perform certain of the services to be performed by the Administrator hereunder;
provided, however, that if such a third party has not entered into a written
agreement with both the Fund and the Administrator providing for the third
party's performance of the services in question, the Administrator shall remain
as responsible to the Fund for the acts and omissions of the third party as if
the Administrator had itself performed those acts or omissions and, in every
case, the Administrator shall remain responsible for supervising the performance
of each third party sub-contractor. In meeting its duties hereunder, the
Administrator shall have the general authority to do all acts deemed in the
Administrator's reasonable 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. The Administrator shall also pay all
compensation, if any, of officers of the Fund who are affiliated persons of the
Administrator or any affiliated company of the Administrator; provided, however,
that unless otherwise specifically provided, the Administrator shall not be
obligated to pay the compensation of any employee of the Fund retained by the
Managers of the Fund to perform services on behalf of the Fund who is not an
affiliated person of the Administrator or any affiliated company of the
Administrator.
(B) Fund Expenses. The Fund assumes and shall pay or cause to be paid all
expenses of the Fund not otherwise allocated in this Agreement, including,
without limitation, 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 tender offer materials and notices to existing Interestholders,
all expenses incurred in connection with issuing and redeeming Interests, the
costs of pricing services, the costs of custodial services, the cost of initial
and ongoing registration of the Interests under Federal and state securities
laws, fees and out-of-pocket expenses of Managers who are not affiliated persons
of the Administrator or any affiliated company of the Administrator, the costs
of Managers' meetings, insurance, interest, brokerage costs, litigation and
other extraordinary or nonrecurring expenses, and all fees and charges of
service providers to the Fund. The Fund shall reimburse the Administrator for
the reasonable out-of-pocket expenses incurred by the Administrator in the
performance of its duties and reasonable copying, postage, telephone, and fax
charges.
ARTICLE 4. Compensation of the Administrator. The Fund shall pay to the
Administrator compensation at the annual rate specified in Schedule B to this
Agreement until this Agreement is terminated in accordance with Article 6. Such
compensation shall be calculated and accrued monthly, and paid to the
Administrator monthly, within 30 days of month-end, otherwise the Administrator
shall be entitled to charge and/or set-off such amounts against any account of
the Fund. 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 in a manner consistent with the calculation of the fees as set
forth above. Payment of the Administrator's compensation for the preceding month
shall be made promptly.
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
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 as well as that entity
itself.) Under no circumstances shall the Administrator be liable to the Fund
for consequential, indirect or punitive damages.
The Fund agrees to indemnify, defend and hold harmless the Administrator
and its affiliates, including their respective officers, directors, agents and
employees from all taxes, charges, expenses, assessments, claims, costs and
liabilities (including, without limitation, reasonable attorneys' fees and
disbursements and liabilities arising under the Federal securities laws and any
state and foreign securities and blue sky laws) arising directly or indirectly
from any action or omission to act which the Administrator takes relating to its
duties hereunder; provided, however, that neither the Administrator nor any of
its affiliates, shall be indemnified against any liability (or any expenses
incident to such liability) caused by the Administrator's or its affiliates' own
willful misfeasance, bad faith, negligence or reckless disregard in the
performance of the Administrator's activities under this Agreement.
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 the Fund may be asked to indemnify or hold the
Administrator harmless, the Administrator shall promptly advise the Fund of the
pertinent facts concerning the situation in question, and the Administrator will
use all reasonable care to identify and notify the 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.
The 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 the Fund elects to assume the defense of any
such claim, the defense shall be conducted by counsel chosen by the Fund and
satisfactory to the Administrator, whose approval shall not be unreasonably
withheld. In the event that the 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 the 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 the Fund at any time for instructions and
may consult counsel for the Fund or its own counsel and with accountants and
other experts, at the Fund's 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 the Fund
until receipt of written notice thereof from the 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 is entitled to rely on the price information provided by
the underlying funds into which the Fund invests, brokers and custodians or, if
the Fund's valuation committee has determined that an underlying fund should be
valued differently than the price or prices provided by the custodians, the
price provided by the Fund's valuation committee, in order to calculate the
Fund's net asset value (and the value of Interestholders' capital accounts based
upon such valuation) and the Administrator shall not be liable for any valuation
errors resulting from the use of such information.
ARTICLE 6. Duration and Termination of this Agreement. This Agreement shall
become effective on the date set forth in Schedule B hereto and shall remain in
effect for the full duration of the Initial Term, as set forth in Schedule B,
and shall continue indefinitely thereafter unless terminated in accordance with
the provisions of this Article 6. This Agreement may be terminated only: (a) by
either party at the end of the Initial Term on 90 days' prior written notice;
(b) by either party upon 90 days' prior written notice after the expiration of
the Initial Term; (c) by either party on such date as is specified in 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; or (d) effective upon the liquidation of the Fund. For purposes
of this paragraph, the term "liquidation" shall mean a transaction in which the
assets of the Fund are sold or otherwise disposed of and proceeds therefrom are
distributed in cash to the Interestholders in complete liquidation of the
interests of such Interestholders in the Fund.
ARTICLE 7. Activities of the Administrator. The Services are not to be
deemed to be exclusive. The Administrator is free to render the 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 Fund and its Interestholders 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 as reasonably necessary to carry out the terms of this
Agreement; provided, however, that Administrator may disclose such information
as permitted by law.
ARTICLE 9. Certain Records. The Administrator shall maintain all records
required by applicable law in connection with its duties as specified in this
Agreement including, but not limited to, those records set forth in Rules 31a-1
and 31a-2 under the 1940 Act, and such other records as may be customary for the
administrator for a registered investment company to maintain. Any records
required to be maintained and preserved pursuant to applicable law and
regulation which are prepared or maintained by the Administrator on behalf of
the Fund shall be prepared and maintained at the expense of the Administrator,
but shall be the property of the Fund and promptly will be made available to or
surrendered to the Fund on request.
In case of any request or demand for the inspection of such records by
another party, the Administrator shall notify the Fund and follow the 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, provided
that the Fund is given notice of such exhibition to the extent permitted by law
(as determined by the Administrator in its sole discretion) and unless (in cases
involving potential exposure only to civil liability) the Fund has agreed to
indemnify the Administrator against such liability.
ARTICLE 10. Compliance with Governmental Rules and Regulations. The
Administrator undertakes to comply 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. Internet Access. Data and information may be made
electronically accessible to the Fund and its 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 Fund or its 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 12. Entire Agreement; Amendments. This Agreement constitutes the
entire agreement between the parties hereto and supersedes any prior agreement,
draft or proposal with respect to the subject matter hereof. 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 13. Assignment. This Agreement shall not be assignable by either
party without the prior written consent of the other party.
ARTICLE 14. Agreement for Sole Benefit of the Administrator and the Fund.
This Agreement is for the sole and exclusive benefit of the Administrator and
the Fund and will not be deemed to be for the direct or indirect benefit of the
clients or customers of the Administrator or the Fund. The clients or customers
of the Administrator or the Fund 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 15. 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.
ARTICLE 16. 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 Banc of
America Capital Management, Bank of America Plaza, NC1-002-33-31, 000 Xxxxx
Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000, Attention, Chief Administrative Officer and
Legal Department.
ARTICLE 17. 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 gross
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, provided that the party
relying on this provision must have maintained a commercially reasonable
disaster recovery plan 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. A
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; promptly take reasonable steps to mitigate
the adverse effects of the cause on the other party; and, when the cause ceases
to exist, give prompt notice thereof to the other party.
ARTICLE 18. Equipment Failures. In the event of equipment failures beyond
the Administrator's control, the Administrator, at no additional cost to the
Fund, promptly shall take reasonable steps to minimize service interruptions,
but shall have no liability with respect thereto, provided that the
Administrator has developed and will maintain a commercially reasonable 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 and
that such loss or interruption is not caused by the Administrator's 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.
ARTICLE 19. 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 20. 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 21. 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 therof, and the applicable provisions of applicable Federal law.
To the extent that the applicable laws of the State of Delaware, or any of the
provisions herein, conflict with the applicable provisions of applicable Federal
law, the latter shall control.
ARTICLE 22. 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 23. 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 24. 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.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
BACAP ALTERNATIVE MULTI-STRATEGY FUND, LLC
By: /s/ Xxxxxx X. Xxxxxx
--------------------
Name: Xxxxxx X. Xxxxxx
Title: President
BACAP DISTRIBUTORS, LLC
By: /s/ Xxxxxx X. Xxxxxx
--------------------
Name: Xxxxxx X. Xxxxxx
Title: Chairman, President
SCHEDULE A
Listing of Registered Hedge Fund Services Provided or Arranged to be Provided
by the Administrator
Administrative Services:
1) Oversight and Supervision
o Oversight and supervision of the provision of each of the services
described below, to the extent the services are not provided directly
by the Administrator.
2) Strategic Planning and Product Development:
o Assist in the development of new product structures.
o Discuss marketing strategies and distribution plans.
3) Coordinate Preparation of Semi-annual Financial Statements:
o Complete semi-annual financial statements and file with the SEC via
XXXXX
o Coordinate annual audits of financial statements.
o Send financial statements to investors.
o Provide certification required by Xxxxxxxx-Xxxxx.
4) Coordinate Annual Fund Audits:
o Liaison with Fund auditors.
o Complete all necessary audit assistance schedules.
o Coordinate audit timetables.
5) Legal Support Services:
o Coordinate with the Fund's counsel on drafting, reviewing and filing
registration statements and tender offers, and coordinate printing and
delivery of prospectus and tender offers if necessary.
o Consult on Fund regulatory issues.
o Consult on Fund legal issues.
o Consult on anti-money laundering and Patriot Act legislation.
o Coordinate as necessary the registration or qualification of Interests
of the Fund with appropriate state securities authorities.
o Manage the tender offer process, including coordinating with outside
service provider to distribute tender offers, track Interestholder
responses and tabulate tender offer results.
o Assist the Fund in handling and responding to routine regulatory
examinations with respect to records retained or services provided by
the Administrator, and coordinate with the Fund's legal counsel in
responding to any non-routine regulatory matters with respect to such
matters.
o Provide such fund accounting and financial reports in connection with
quarterly meetings of the Board of Managers as the Board may
reasonably request.
6) Fund Performance Reporting:
o Calculate monthly net rates of return.
o Provide comparisons of performance information to relevant benchmarks
as defined by Administrator.
o Provide performance information to third-party service providers and
other-designated third parties as defined by the Administrator.
7) Compliance Monitoring and Regulatory Filings:
o To the extent that information is available, perform secondary review
of Fund compliance with the investment restrictions detailed in the
Fund's prospectus and SAI.
o Assist in the monitoring of the Fund's compliance by providing the
Fund with such data and reports as may be agreed to from time to time
by the Fund and Administrator.
8) Income and Expense Reviews:
o Prepare expense budgets.
o Set expense accruals.
o Monitor Fund expense limitations/caps, if necessary.
o Approve and authorize payment of expenses.
9) Partnership Tax Services (U.S. Partnerships):
o Coordinate completion of partnership tax return (Form 1065).
o Coordinate completion of Form K-1 for individual partners.
o Coordinate completion of aggregate tax allocations.
o Track book-to-tax differences in the accounting records.
o Assist outside tax experts as appropriate.
o Administrator will sign-off Form K-1 and Form 1065 for fee of $15,000.
10) Subscription Documents for investments in underlying funds
o Complete, to the extent possible, all information in the Fund's
subscription documents based upon information provided by the advisor.
The completed documents will be sent to the Advisor for final
review/approval/sign-off.
Accounting Services:
1) Oversight and Supervision
o Oversight and supervision of the provision of each of the services
described below, to the extent the services are not provided directly
by the Administrator.
2) Calculate Net Asset Value Per Share:
o Compute the Fund's Net Asset Value in accordance the Fund's N-2.
o Update the monthly market value of investments held by the Fund in
accordance with the policies and procedures determined by the Fund's
Board of Managers.
o Maintain Fund's general ledger.
o Review individual security price valutions
3) Determine and Report Cash Availability to the Investment Manager:
o Provide manager with intra-month hard copy cash availability
projections.
o Prepare and complete bank/prime broker reconciliation's, including
notifying the appropriate agent of any unusual reconciling items.
4) Partnership Accounting Record:
o Allocate investment income to individual Interestholder accounts
ratably, in accordance with U.S. Internal Revenue Code. Provide Fund
with detail.
o Allocate realized capital gains/losses to each Interestholder ratably,
in accordance with U.S. Internal Revenue Code.
o Allocate unrealized gains/losses to each Interestholder ratably, in
accordance with U.S. Internal Revenue Code.
o Allocate all special items, including performance related fees and
Fund expenses ratably, in accordance with U.S. Internal Revenue Code.
5) Reconcile and Record All Expense Accruals:
o Prepare and monitor accruals and notify an officer of the fund for
proposed adjustments.
o Accrue expenses based upon budget either as a percentage of Fund's net
assets or specific dollar amounts.
o Monitor expense limitations, if applicable.
o Accrue and calculate amortization of organizational expenses, if
applicable.
o Accrue and calculate distribution expense, if applicable.
6) Monitor Individual Investments for Cash Dividends, Corporate Actions and
Capital Changes (splits, spin-offs, etc), if applicable:
o Monitor information received from independent pricing
agents/administrators and verify were possible.
o Interface with the custody agent/prime broker to monitor timely
collection and postings of corporate actions, dividends, etc.
o Provide xxxx-to-market analysis for currency exchange rate
fluctuations on unsettled dividends and other cash corporate actions.
7) Enter All Security 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/prime
broker.
o Maintain a security ledger of transactions.
o Maintain individual tax lots for each security purchase/sale.
o Determine realized gains or losses on security trades.
8) Enter All Investor Transactions into the Accounting Records:
o Process all activity identified on the transfer agent's records.
o Verify individual settlements with the custody agent/prime broker.
o Reconcile all outstanding share/Interestholder balances to the
transfer agent's records.
9) Review Custody Agent's/Prime Broker's/Escrow Statements:
o Reconcile cash and currency balances.
o Reconcile all security positions via automated systems.
o Reconcile all interest and dividend receivable balances.
10) Submit Accounting Reports to the Investment Manager/Client (additional
reports readily available):
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.
Investor Servicing & Transfer Agency (Administrator to arrange for these
services to be provided):
1) Oversight and Supervision
Oversight and supervision of the provision of each of the services
described below.
2) Processing of Investor Activity:
o Process new issues, subscriptions, and redemptions. o Instruct money
movements pertaining to investor transactions.
o Interface with the custody agent.
o Confirm transactions to Interestholders and/or distributors.
o Retain correspondence and other information pertaining to the investor
register.
3) Reporting of Investor Activity:
o Mail or otherwise distribute account statements, notices of meetings
and reports to Interestholders of record.
o Provide fund accountants with reports and other shareholder activity
information.
4) Maintain Fund Investor Records:
o Maintain the investor register.
o Maintain investor files.
o Provide liaison with independent auditors for transfer agency
inspection.
5) Regulatory Assistance:
o Review draft prospectuses/offering documents and investor applications
and provide advice and recommendations regarding compliance issues and
operational considerations.
6) Investor Support Services: o Address investor inquiries.
o Maintain a "script" for the Fund approved by the client for
information that may be disseminated to Fund investors upon request.
o Fulfill and track investor document requests (offering documents,
subscription documents, and partnership agreements).
o Send out partner confirmations as necessary, as well as statement as
determined by the Fund.
SCHEDULE B
Fees & Expenses
Administration, Accounting Services and Investor Servicing Fee:
0.25% of the net assets of the Fund calculated as of the last day of each month
03564.0004 #495043
