Exhibit 99(k)
ADMINISTRATION, ACCOUNTING AND INVESTOR SERVICES AGREEMENT
THIS AGREEMENT is made as of January , 2004 by and between HATTERAS MASTER
FUND, L.P., a Delaware limited partnership (the "Partnership"), and PFPC INC., a
Massachusetts corporation ("PFPC").
WITNESSETH :
WHEREAS, the Partnership is registered as a closed-end, non-diversified
management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, the Partnership wishes to retain PFPC to provide certain
administration, accounting and investor services provided for herein, and PFPC
wishes to furnish such services.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, and intending to be legally bound hereby, the parties hereto
agree as follows:
1. DEFINITIONS. AS USED IN THIS AGREEMENT:
(a) "1933 Act" means the Securities Act of 1933, as amended.
(b) "1934 Act" means the Securities Exchange Act of 1934, as amended.
(c) "Authorized Person" means any officer of the Partnership and any
other person duly authorized by the Partnership's General Partner to
give Oral Instructions or Written Instructions on behalf of the
Partnership. An Authorized Person's scope of authority may be
limited by setting forth such limitation in a written document
signed by both parties hereto.
(d) "Change of Control" means a change in ownership or control (not
including transactions between wholly-owned direct or indirect
subsidiaries of a common parent) of 25% or more of the beneficial
ownership of the shares of common stock or shares of beneficial
interest of an entity or its parent(s).
(e) "CEA" means the Commodities Exchange Act, as amended.
(f) "General Partner" and "Limited Partners" shall have the same
meanings as set forth in the Partnership's Limited Partnership
Agreement.
(g) "Oral Instructions" mean oral instructions received by PFPC from an
Authorized Person or from a person reasonably believed by PFPC to be
an Authorized Person. PFPC may, in its sole discretion in each
separate instance, consider and rely upon instructions it receives
from an Authorized Person via electronic mail as Oral Instructions.
(h) "Organizational Documents" means, in the case of the Partnership,
the by-laws, confidential memorandum, partnership agreement, trust
deed, partnership or other documents constituting the Partnership.
(i) "SEC" means the Securities and Exchange Commission.
(j) "Securities Laws" means the 1933 Act, the 1934 Act, the 1940 Act and
the CEA.
(k) "Written Instructions" means (i) written instructions signed by an
Authorized Person and received by PFPC or (ii) trade instructions
transmitted (and received by PFPC) by means of an electronic
transaction reporting system, access to which requires use of a
password or other authorized identifier. The instructions may be
delivered by hand, mail, tested telegram, cable, telex or facsimile
sending device.
2. APPOINTMENT. The Partnership hereby appoints PFPC to provide
administration, accounting and investor services to the Partnership, in
accordance with the terms set forth in this Agreement. PFPC accepts such
appointment and agrees to furnish such services.
3. COMPLIANCE WITH RULES AND REGULATIONS.
PFPC undertakes to comply with the applicable requirements of the
Securities Laws, and any laws, rules and regulations of governmental
authorities having jurisdiction with respect to the duties to be performed
by PFPC hereunder as are specified in writing by the Partnership to
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PFPC and agreed in writing by PFPC. Except as specifically set forth
herein, PFPC assumes no responsibility for such compliance by the
Partnership.
4. INSTRUCTIONS.
(a) Unless otherwise provided in this Agreement, PFPC shall act only
upon Oral Instructions or Written Instructions.
(b) PFPC shall be entitled to rely upon any Oral Instructions or Written
Instructions it receives from an Authorized Person (or from a person
reasonably believed by PFPC to be an Authorized Person) pursuant to
this Agreement. PFPC may assume that any Oral Instruction or Written
Instruction received hereunder is not in any way inconsistent with
the provisions of the Organizational Documents or this Agreement or
of any vote, resolution or proceeding of the Partnership's General
Partner, unless and until PFPC receives Written Instructions to the
contrary.
(c) The Partnership agrees to forward to PFPC Written Instructions
confirming Oral Instructions (except where such Oral Instructions
are given by PFPC or its affiliates) so that PFPC receives the
Written Instructions as promptly as practicable and in any event by
the close of business on the day after such Oral Instructions are
received. The fact that such confirming Written Instructions are not
received by PFPC or differ from the Oral Instructions shall in no
way invalidate the transactions or enforceability of the
transactions authorized by the Oral Instructions or PFPC's ability
to rely upon such Oral Instructions.
5. RIGHT TO RECEIVE ADVICE.
(a) Advice of the Partnership. If PFPC is in doubt as to any action it
should or should not take, PFPC may request directions or advice,
including Oral Instructions or Written Instructions, from the
Partnership.
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(b) Advice of Counsel. If PFPC shall be in doubt as to any question of
law pertaining to any action it should or should not take, PFPC may
request advice from counsel of its own choosing (who may be counsel
for the Partnership, the Partnership's investment adviser or PFPC,
at the option of PFPC).
(c) Conflicting Advice. In the event of a conflict between directions or
advice or Oral Instructions or Written Instructions PFPC receives
from the Partnership, and the advice PFPC receives from counsel,
PFPC may rely upon and follow the advice of counsel.
(d) Protection of PFPC. PFPC shall be indemnified by the Partnership and
without liability for any action PFPC takes or does not take in
reliance upon directions or advice or Oral Instructions or Written
Instructions PFPC receives from or on behalf of the Partnership or
from counsel and which PFPC believes, in good faith, to be
consistent with those directions or advice or Oral Instructions or
Written Instructions. Nothing in this section shall be construed so
as to impose an obligation upon PFPC (i) to seek such directions or
advice or Oral Instructions or Written Instructions, or (ii) to act
in accordance with such directions or advice or Oral Instructions or
Written Instructions.
6. RECORDS; VISITS.
(a) The books and records pertaining to the Partnership, which are in
the possession or under the control of PFPC, shall be the property
of the Partnership. Such books and records shall be prepared and
maintained as required by the 1940 Act and other applicable
securities laws, rules and regulations. The Partnership and
Authorized Persons shall have access to such books and records at
all times during PFPC's normal business hours. Upon the reasonable
request of the Partnership, copies of any such books and records
shall be provided by PFPC to the Partnership or to an Authorized
Person, at the Partnership's expense. Any such books and records may
be maintained in
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the form of electronic media and stored on any magnetic disk or tape
or similar recording method.
(b) PFPC shall keep the following records:
(i) all books and records with respect to the Partnership's books
of account; and
(ii) records of the Partnership's securities transactions.
7. CONFIDENTIALITY.
Each party shall keep confidential any information relating to the other
party's business ("Confidential Information"). Confidential Information
shall include (a) any data or information that is competitively sensitive
material, and not generally known to the public, including, but not
limited to, information about product plans, marketing strategies,
finances, operations, customer relationships, customer profiles, customer
lists, sales estimates, business plans, and internal performance results
relating to the past, present or future business activities of the
Partnership or PFPC and their respective subsidiaries and affiliated
companies; (b) any scientific or technical information, design, process,
procedure, formula, or improvement that is commercially valuable and
secret in the sense that its confidentiality affords the Partnership or
PFPC a competitive advantage over its competitors; (c) all confidential or
proprietary concepts, documentation, reports, data, specifications,
computer software, source code, object code, flow charts, databases,
inventions, know-how, and trade secrets, whether or not patentable or
copyrightable; and (d) anything designated as confidential.
Notwithstanding the foregoing, information shall not be Confidential
Information and shall not be subject to such confidentiality obligations
if: (a) it is already known to the receiving party at the time it is
obtained; (b) it is or becomes publicly known or available through no
wrongful act of the receiving party; (c) it is rightfully received from a
third party who, to the best of the receiving party's knowledge, is not
under a duty of confidentiality; (d) it is released by the protected party
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to a third party without restriction; (e) it is requested or required to
be disclosed by the receiving party pursuant to a court order, subpoena,
governmental or regulatory agency request or law (provided the receiving
party will provide the other party written notice of the same, to the
extent such notice is permitted); (f) it is relevant to the defense of any
claim or cause of action asserted against the receiving party; (g) release
of such information is necessary or desirable in connection with PFPC's
provision of services under this Agreement; or (h) it has been or is
independently developed or obtained by the receiving party.
8. LIAISON WITH ACCOUNTANTS. PFPC shall act as liaison with the Partnership's
independent public accountants and shall provide account analyses, fiscal
year summaries, and other audit-related schedules with respect to the
Partnership. PFPC shall take all reasonable action in the performance of
its duties under this Agreement to assure that the necessary information
is made available to such accountants for the expression of their opinion,
as required by the Partnership.
9. PFPC SYSTEM. PFPC shall retain title to and ownership of any and all data
bases, computer programs, screen formats, report formats, interactive
design techniques, derivative works, inventions, discoveries, patentable
or copyrightable matters, concepts, expertise, patents, copyrights, trade
secrets, and other related legal rights utilized by PFPC in connection
with the services provided by PFPC to the Partnership.
10. DISASTER RECOVERY. PFPC shall enter into and shall maintain in effect with
appropriate parties one or more agreements making reasonable provisions
for emergency use of electronic data processing equipment to the extent
appropriate equipment is available. In the event of equipment failures,
PFPC shall, at no additional expense to the Partnership, take reasonable
steps to minimize service interruptions. PFPC shall have no liability with
respect to the loss of data or service interruptions caused by equipment
failure, provided such loss or interruption is
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not caused by PFPC's own willful misfeasance, bad faith, gross negligence
or reckless disregard of its duties or obligations under this Agreement.
11. COMPENSATION. As compensation for services set forth herein that are
rendered by PFPC during the term of this Agreement, the Partnership will
pay to PFPC a fee or fees as may be agreed to in writing by the
Partnership and PFPC.
12. INDEMNIFICATION. The Partnership agrees to indemnify, defend and hold
harmless PFPC and its affiliates, including their respective officers,
directors, agents and employees, from all taxes, charges, expenses,
assessments, claims and liabilities (including, without limitation,
attorneys fees and disbursements and liabilities arising under the
Securities Laws and any state and foreign securities and blue sky laws)
arising directly or indirectly from any action or omission to act which
PFPC takes in connection with the provision of services to the
Partnership. Neither PFPC, nor any of its affiliates, shall be indemnified
against any liability (or any expenses incident to such liability) caused
by PFPC's or its affiliates' own willful misfeasance, bad faith, gross
negligence or reckless disregard in the performance of PFPC's activities
under this Agreement. Any amounts payable by the Partnership hereunder
shall be satisfied only against the relevant portfolio's assets and not
against the assets of any other investment portfolio of the Partnership.
The provisions of this Section 12 shall survive termination of this
Agreement.
13. RESPONSIBILITY OF PFPC.
(a) PFPC shall be under no duty to take any action on behalf of the
Partnership except as specifically set forth herein or as may be
specifically agreed to by PFPC and the Partnership in a written
amendment hereto. PFPC shall be obligated to exercise care and
diligence in the performance of its duties hereunder and to act in
good faith in performing services provided for under this Agreement.
PFPC shall be liable only for
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any damages arising out of PFPC's failure to perform its duties
under this Agreement to the extent such damages arise out of PFPC's
willful misfeasance, bad faith, gross negligence or reckless
disregard of such duties.
(b) Notwithstanding anything in this Agreement to the contrary, (i) PFPC
shall not be liable for losses, delays, failure, errors,
interruption or loss of data occurring directly or indirectly by
reason of circumstances beyond its reasonable control, including
without limitation acts of God; action or inaction of civil or
military authority; public enemy; war; terrorism; riot; fire; flood;
sabotage; epidemics; labor disputes; civil commotion; interruption,
loss or malfunction of utilities, transportation, computer or
communications capabilities; insurrection; elements of nature; or
non-performance by a third party; and (ii) PFPC shall not be under
any duty or obligation to inquire into and shall not be liable for
the validity or invalidity, authority or lack thereof, or
truthfulness or accuracy or lack thereof, of any instruction,
direction, notice, instrument or other information which PFPC
reasonably believes to be genuine.
(c) Notwithstanding anything in this Agreement (whether contained
anywhere in Sections 14-16 or otherwise) to the contrary, the
Partnership hereby acknowledges and agrees that (i) PFPC, in the
course of providing tax-related services or calculating and
reporting portfolio performance hereunder, may rely upon PFPC's
interpretation of tax positions or its interpretation of relevant
circumstances (as determined by PFPC) in providing such tax services
and in determining methods of calculating portfolio performance to
be used, and that (ii) PFPC shall not be liable for losses or
damages of any kind associated with such reliance except to the
extent such loss or damage is substantially due to PFPC's gross
negligence or willful misconduct.
(d) Notwithstanding anything in this Agreement to the contrary, without
limiting anything
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in the immediately preceding Section 13(c), Partnership hereby
acknowledges and agrees that PFPC shall not be liable for any losses
or damages of any kind associated with any tax filings with which
PFPC has assisted in any way except to the extent such loss or
damage is substantially due to PFPC's gross negligence or willful
misconduct; provided, however, that PFPC shall not be found to have
been grossly negligent for losses or damages associated with areas
of responsibility that the judiciary, regulators (or other
governmental officials) or members of the hedge fund industry
determine would otherwise apply to PFPC (or similar service
providers) and which, as of the date hereof, have yet to be
identified by such parties as areas for which PFPC (or any similar
service provider) is (or would be) responsible.
(e) Notwithstanding anything in this Agreement to the contrary, (i)
neither PFPC nor its affiliates shall be liable for any
consequential, special or indirect losses or damages, whether or not
the likelihood of such losses or damages was known by PFPC or its
affiliates and (ii) PFPC's cumulative liability to the Partnership
for all losses, claims, suits, controversies, breaches or damages
for any cause whatsoever (including but not limited to those arising
out of or related to this Agreement) and regardless of the form of
action or legal theory shall not exceed the lesser of $100,000 or
the fees received by PFPC for services provided hereunder during the
12 months immediately prior to the date of such loss or damage.
(f) No party may assert a cause of action against PFPC or any of its
affiliates that allegedly occurred more than 12 months immediately
prior to the filing of the suit (or, if applicable, commencement of
arbitration proceedings) alleging such cause of action.
(g) Each party shall have a duty to mitigate damages for which the other
party may become responsible.
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(h) The provisions of this Section 13 shall survive termination of this
Agreement.
(i) Notwithstanding anything in this Agreement to the contrary, PFPC
shall have no liability either for any error or omission of any of
its predecessors as servicer on behalf of the Partnership or for any
failure to discover any such error or omission.
14. DESCRIPTION OF ACCOUNTING SERVICES ON A CONTINUOUS BASIS.
PFPC will perform the following accounting services with respect to each
portfolio:
(i) Journalize investment, capital and income and expense
activities;
(ii) Verify investment buy/sell trade tickets when received from
the investment adviser for the portfolio (the "Adviser") and,
with respect only to those portfolios that invest principally
in U.S. domestic securities, transmit trades to such
portfolio's custodian(s) for proper settlement;
(iii) Maintain individual ledgers for investment securities;
(iv) Maintain historical tax lots for each security;
(v) Record and reconcile corporate action activity and all other
capital changes;
(vi) Reconcile cash and investment balances of the Partnership with
the Partnership's custodian(s), and provide the Adviser with
the beginning cash balance available for investment purposes.
(vii) Calculate contractual expenses, including management fees and
incentive allocation, as applicable, in accordance with the
Partnership's Limited Partnership Agreement;
(viii) Post to and prepare the Statement of Assets and Liabilities
and the Statement of Operations in U.S. dollar terms;
(ix) Monitor the expense accruals and notify and officer of the
Partnership of any proposed adjustments;
(x) Control all disbursements and authorize such disbursements
from the Partnership's account with the custodian(s) upon
Written Instructions;
(xi) Calculate capital gains and losses;
(xii) Determine net income;
(xiii) Determine applicable foreign exchange gains and losses on
payables and
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receivables;
(xiv) Obtain daily security market quotes and currency exchange
rates from independent pricing services approved by the
Adviser, or if such quotes are unavailable, then obtain such
prices from the Adviser, and in either case calculate the
market value of the Partnership's investments in accordance
with the applicable valuation policies or guidelines provided
by the Partnership to PFPC (provided PFPC does not inform the
Partnership that it is either unable or unwilling to comply
with such policies or procedures);
(xv) Transmit or mail a copy of the monthly portfolio valuation to
the Adviser;
(xvi) Arrange for the computation of the net asset value in
accordance with the provisions of the Partnership's Limited
Partnership Agreement; and
15. DESCRIPTION OF ADMINISTRATION SERVICES ON A CONTINUOUS BASIS. PFPC will
perform the following administration services if required with respect to
each portfolio:
(i) Prepare monthly security transaction listings;
(ii) Supply various normal and customary Partnership statistical
data as requested on an ongoing basis;
(iii) Prepare for execution and file the Partnership's Federal Form
1065 and state tax returns;
(iv) Coordinate contractual relationships and communications
between the Partnership and its contractual service providers;
(v) Prepare and file the Partnership's Annual and Semi-Annual
Reports with the SEC on Form N-SAR via XXXXX;
(vi) Coordinate printing of the Partnership's annual and
semi-annual shareholder reports; and
(vii) Prepare and coordinate with the Partnership's counsel and
Partnership management Post-Effective Amendments to the
Partnership's Registration Statement on Form N-2, as needed,
and coordinate the filing with the Partnership's financial
printer;
(viii) Assist in the preparation of notices of annual meetings of
shareholders and proxy materials relating to such meetings;
(ix) Assist in obtaining the fidelity bond and directors' and
officers'/errors and omissions insurance policies for the
Partnership in accordance with the requirements of Rule 17g-1
and 17d-1(d)(7) under the 1940 Act as such bond
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and policies are approved by the Partnership's Board of
Directors and coordinate the SEC filing of the fidelity bond;
(x) Monitor the Partnership's assets to assure adequate fidelity
bond coverage is maintained;
(xi) Draft agendas and resolutions for quarterly Board meetings and
draft written consents of the Board;
(xii) Coordinate the preparation, assembly and mailing of materials
for quarterly Board meetings;
(xiii) Attend quarterly Board meetings and draft minutes thereof;
(xiv) Maintain a calendar to assure compliance with various SEC
filing and Board approval deadlines;
(xv) Assist the Partnership in the handling of SEC examinations and
responses thereto;
(xvi) Maintain the Partnership's files;
(xvii) Assist in preparing the documentation (including SEC filings)
required for periodic tender offers; and
(xviii) Communicate significant regulatory developments to the
Partnership on a quarterly basis.
(xix) As instructed by the Partnership, PFPC shall provide tax
estimates, in letter form, to investors. Such estimates shall
be based solely on estimates and assumptions provided to PFPC
by the Partnership. PFPC shall have no responsibility to
verify the accuracy or completeness of the information
provided by the Partnership.
16. DESCRIPTION OF INVESTOR SERVICES ON A CONTINUOUS BASIS. PFPC will perform
the following functions:
(i) Maintain the register of Limited Partners and enter on such
register all issues, transfers and repurchases of interests in
the Partnership;
(ii) Arrange for the calculation of the issue and repurchase prices
of interests in the Partnership in accordance with the
Partnership's Limited Partnership Agreement;
(iii) Allocate income, expenses, gains and losses to individual
Limited Partners' capital accounts in accordance with the
Partnership's Limited Partnership
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Agreement;
(iv) Calculate the Incentive Allocation in accordance with the
Partnership's Limited Partnership Agreement and reallocate
corresponding amounts from the applicable Limited Partners'
accounts to the General Partners' account;
(v) Prepare and mail annually to each Limited Partner a Form K-1
in accordance with applicable tax regulations; and
(vi) Mail Partnership offering materials to prospective investors
in accordance with instructions from an Authorized Person.
17. DURATION AND TERMINATION. This Agreement shall continue until terminated
by the Partnership or by PFPC on sixty (60) days' prior written notice to
the other party. In the event the Partnership gives notice of termination,
all expenses associated with movement (or duplication) of records and
materials and conversion thereof to a successor service provider (or each
successive service provider, if there are more than one), and all trailing
expenses incurred by PFPC, will be borne by the Partnership.
18. CHANGE OF CONTROL. Notwithstanding any other provision of this Agreement,
in the event of an agreement to enter into a transaction that would result
in a Change of Control of the Adviser or sponsor, the Partnership's
ability to terminate the Agreement pursuant to Section 17 will be
suspended from the time of such agreement until two years after the Change
of Control.
19. NOTICES. Notices shall be addressed (a) if to PFPC, at 000 Xxxxxxxx
Xxxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, Attention: President (or such other
address as PFPC may inform the Partnership in writing); (b) if to the
Partnership, at 0000 Xxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxx Xxxxxxxx,
00000, Attention: Xxxxxxx Xxxxxx or (c) if to neither of the foregoing, at
such other address as shall have been given by like notice to the sender
of any such notice or other communication by the other party. If notice is
sent by confirming telegram, cable, telex or facsimile sending device, it
shall be deemed to have been given immediately. If notice is sent by
first-class mail, it shall be deemed to have been given three days after
it has been mailed. If
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notice is sent by messenger, it shall be deemed to have been given on the
day it is delivered.
20. AMENDMENTS. This Agreement, or any term thereof, may be changed or waived
only by written amendment, signed by the party against whom enforcement of
such change or waiver is sought.
21. ASSIGNMENT. PFPC may assign its rights hereunder to any majority-owned
direct or indirect subsidiary of PFPC or of The PNC Financial Services
Group, Inc., provided that PFPC gives the Partnership 30 days prior
written notice of such assignment.
22. COUNTERPARTS. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
23. FURTHER ACTIONS. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.
24. MISCELLANEOUS.
(a) Entire Agreement. This Agreement embodies the entire agreement and
understanding between the parties and supersedes all prior
agreements and understandings relating to the subject matter hereof,
provided that the parties may embody in one or more separate
documents their agreement, if any, with respect to delegated duties.
(b) No Changes that Materially Affect Obligations. Notwithstanding
anything in this Agreement to the contrary, the Partnership agrees
not to make any modifications to its registration statement or adopt
any policies which would affect materially the obligations or
responsibilities of PFPC hereunder without the prior written
approval of PFPC, which approval shall not be unreasonably withheld
or delayed.
(c) Captions. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of
the provisions hereof or otherwise affect
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their construction or effect.
(d) Information. The Partnership will provide such information and
documentation as PFPC may reasonably request in connection with
services provided by PFPC to the Partnership.
(e) Governing Law. This Agreement shall be deemed to be a contract made
in Delaware and governed by Delaware law without regard to
principles of conflict of law.
(f) Partial Invalidity. If any provision of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby.
(g) Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their
respective successors and permitted assigns.
(h) No Representations or Warranties. Except as expressly provided in
this Agreement, PFPC hereby disclaims all representations and
warranties, express or implied, made to the Partnership or any other
person, including, without limitation, any warranties regarding
quality, suitability, merchantability, fitness for a particular
purpose or otherwise (irrespective of any course of dealing, custom
or usage of trade), of any services or any goods provided incidental
to services provided under this Agreement. PFPC disclaims any
warranty of title or non-infringement except as otherwise set forth
in this Agreement.
(i) Facsimile Signatures. The facsimile signature of any party to this
Agreement shall constitute the valid and binding execution hereof by
such party.
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(j) Legal Advice. Notwithstanding anything in this Agreement to the
contrary, the services provided by PFPC do not constitute, nor shall
they be construed as constituting, legal advice or the provision of
legal services for or on behalf of the Partnership or any other
person.
(k) Customer Identification Program Notice. To help the U.S. government
fight the Partnershiping of terrorism and money laundering
activities, U.S. Federal law requires each financial institution to
obtain, verify, and record certain information that identifies each
person who initially opens an account with that financial
institution on or after October 1, 2003. Certain of PFPC's
affiliates are financial institutions, and PFPC may, as a matter of
policy, request (or may have already requested) the Partnership's
name, address and taxpayer identification number or other
government-issued identification number, and, if such party is a
natural person, that party's date of birth. PFPC may also ask (and
may have already asked) for additional identifying information, and
PFPC may take steps (and may have already taken steps) to verify the
authenticity and accuracy of these data elements.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
PFPC INC.
By: ______________________
Title: ___________________
HATTERAS MASTER FUND, LP
By: ______________________
Title: ___________________
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