OLD MUTUAL 2100 EMERGING MANAGERS FUND, L.L.C.
EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
AGREEMENT made as of the 8th day of February, 2007 by and between Old
Mutual 2100 Emerging Managers Fund, L.L.C., a Delaware limited liability company
(the "Fund"), and 0000 Xxxxx Xxxx LLC, a Delaware corporation ("2100"):
W I T N E S S E T H:
WHEREAS, the Fund will be registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as a non-diversified, closed-end, management
investment company; and
WHEREAS, 2100 serves as the investment adviser of the Fund and Old Mutual
2100 Emerging Managers Master Fund (the "Master Fund") pursuant to agreements
between 2100 and each of the Fund and the Master Fund, each dated October 13,
2006 (together, the "Investment Management Agreements");
NOW, THEREFORE, the parties hereto agree as follows:
1. 2100 (or an affiliate of 2100) agrees to waive the fees payable to it
under the Investment Management Agreements (the "Investment Management Fees"),
or to pay or absorb the ordinary operating expenses of the Fund (excluding
interest, dividend expenses on short sales, brokerage commissions and
extraordinary expenses of the Fund but including all organization and offering
expenses) ("Operating Expenses") to the extent the Operating Expenses exceed
3.15% per annum of the Fund's average monthly net assets (including the Fund's
portion of the Investment Management Fees and other expenses charged by the
Master Fund) (the "Expense Limitation").
2. This Agreement will remain in effect until terminated by the Fund. The
Fund may terminate this Agreement upon 30 days' written notice to 2100. This
Agreement will terminate automatically upon the termination of the Investment
Management Agreements.
3. The Fund agrees to carry forward for a period not to exceed three (3)
years from the end of the fiscal year in which an expense is incurred by 2100
any Operating Expenses in excess of the Expense Limitation that are paid or
assumed by 2100 (or an affiliate of 2100) pursuant to this Agreement ("Excess
Operating Expenses") and to reimburse 2100 (or an affiliate of 2100) in the
amount of such Excess Operating Expenses as set forth herein. Such reimbursement
will be made as promptly as possible, but only to the extent it does not cause
the Operating Expenses for any year to exceed the Expense Limitation. This
Agreement shall terminate in the event 2100 or any affiliate of 2100 terminates
the Investment Management Agreements without the consent of the Fund (other than
a termination resulting from an "assignment," as defined by the 1940 Act and the
rules thereunder, of the Investment Management Agreements). If this Agreement is
terminated by the Fund or if this Agreement terminates because the Fund
terminates or fails to renew for any additional term the Investment Management
Agreements, the Fund agrees to reimburse any remaining Excess Operating
Expenses not previously reimbursed, such reimbursement to be made to 2100 not
later than 30 days after the termination of this Agreement and without regard to
the Expense Limitation.
4. This Agreement shall be construed in accordance with the laws of the
state of New York and the applicable provisions of the 1940 Act. To the extent
the applicable law of the State of New York, or any of the provisions herein,
conflict with the applicable provisions of the 1940 Act, the latter shall
control.
5. This Agreement constitutes the entire agreement between the parties
hereto with respect to the matters described herein.
THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement.
OLD MUTUAL 2100 EMERGING
MANAGERS FUND, L.L.C.
By:
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Name:
Title:
Date:
0000 XXXXX XXXX LLC
By:
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Name:
Title:
Date:
