Exhibit 10.6
ADMINISTRATION AGREEMENT
between
XXXXXXX XXXXX HEDGE FUND PARTNERS, LLC
and
XXXXXXX SACHS PRINCETON LLC
ADMINISTRATION AGREEMENT
AGREEMENT made as of the 1st day of March, 2002, between XXXXXXX XXXXX
HEDGE FUND PARTNERS, LLC, a limited liability company organized under the
laws of the State of Delaware ("GSHFP LLC"), and XXXXXXX SACHS PRINCETON
LLC, a limited liability company organized under the laws of the State of
Delaware (the "Administrator").
WITNESSETH:
WHEREAS, XXXXXXX XXXXX HEDGE FUND PARTNERS, LLC desires to retain the
Administrator to render certain financial, accounting and administrative
services on behalf of Xxxxxxx Sachs Hedge Fund Partners, LLC in the manner
and on the terms herein set forth and the Administrator has agreed to
render such services.
NOW, THEREFORE, in consideration of the premises and the respective
agreements hereinafter contained, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, Xxxxxxx Xxxxx Hedge Fund Partners, LLC and the Administrator
hereby agree as follows:
PART I. SERVICES OF THE ADMINISTRATOR
1.1 Financial, Accounting and Administrative Duties. The Administrator
shall be responsible for performing the following financial, accounting and
administrative duties and functions necessary or appropriate in connection
with the activities of GSHFP LLC:
(a) establishing and maintaining such bank, brokerage, custodian and
other accounts as may be necessary or advisable and to transfer funds
and securities on behalf of GSHFP LLC;
(b) computing periodic estimates of the Net Asset Value of series of
Units of GSHFP LLC ("Units"), and reporting such to GSHFP LLC in
accordance with the reasonable instructions of GSHFP LLC;
(c) computing the monthly Net Asset Value of series of Units as of the
close of business on the last day of each month, and reporting such to
GSHFP LLC in accordance with the reasonable instructions of GSHFP LLC;
(d) preparing and maintaining all customary financial and accounting
books and records in appropriate form and in sufficient detail to
support an annual independent audit of the financial condition of
GSHFP LLC, and the administration thereof; and
(e) preparing and delivering periodic reports to GSHFP LLC for
distribution to its investors.
1.2 Registrar and Transfer Agent. The Administrator may act as or
engage, subject to the consent and continuing approval of GSHFP LLC, which
consent may be revoked at any time, an agent to act as registrar and
transfer agent (the "Registrar and Transfer Agent") with respect to the
Units and, in that capacity, the Registrar and Transfer Agent, shall:
(a) maintain a register or registers of the holders of Units (the
"Members") in GSHFP LLC (the "Registers") and without prejudice to the
generality of the foregoing enter on each such Register all original
issues or allotments of Units and all transfers of such Units, prepare
all such lists of Members of GSHFP LLC and supply all such information
relating thereto, as the Directors may from time to time require;
register probates, letters of administration, powers of attorney,
certificates of death or marriage and other documents; and hold the
said Register or Registers open to inspection at the transfer office
of GSHFP LLC on weekdays (Saturdays and Public Holidays excepted)
during usual business hours;
(b) prepare and issue all dividend warrants and other instruments
representing moneys due to members and maintain a record of dividend
mandates, and other instructions received by it from holders,
regarding Units;
(c) take reasonable and proper precautions for the safe custody of the
Register and of all other documents held by it in the performance of
its duties;
(d) carry out the issue, transfer and redemption of Units both per
Share and for GSHFP LLC as a whole, and timely communicate the same to
GSHFP LLC;
(e) carry out procedures associated with the issuance of
non-certificated Units;
(f) forthwith on receipt pay to or deposit with or to the order of
GSHFP LLC all moneys and securities received on behalf of GSHFP LLC;
(g) within the guidelines laid down by GSHFP LLC deal with and reply
to all correspondence and other communications addressed to GSHFP LLC
in relation to the subscription, exchange, replacement, purchase or
transfer (and where relevant conversion) of Units in GSHFP LLC;
(h) dispatch to the Members and Ernst & Young, LLP, auditors of GSHFP
LLC (the "Auditors"), and to any other person entitled to receive the
same, copies of such notices, reports, financial statements and other
written material supplied to it by or on behalf of GSHFP LLC or as may
be requested by or on behalf of GSHFP LLC;
(i) arrange for a representative of the Registrar and Transfer Agent
to attend at board meetings and general meetings of GSHFP LLC when so
required by GSHFP LLC in order to provide information or record
keeping services and assemble any documentation required at or in
connection with such meetings;
(j) mail to members notices, proxies and proxy statements prepared by
or on behalf of GSHFP LLC in connection with the holding of meetings
of members;
(k) act as may be required by GSHFP LLC from time to time as proxy
agent in connection with the holding of meetings of Members, receive
and tabulate votes cast by proxy and communicate to GSHFP LLC the
results of such tabulation accompanied by the appropriate
certificates;
(l) have power to incur on behalf of GSHFP LLC such amounts as may be
required from time to time by it in order to enable it to perform its
duties hereunder for the account of GSHFP LLC and discharge other
proper expenses of GSHFP LLC to be borne by GSHFP LLC;
(m) supply to the Directors, upon request, such information in
connection with GSHFP LLC or any Units therein as may be in its
possession or may reasonably be obtained or provided by it;
(n) at any time during the Registrar and Transfer Agent's business
hours permit the Auditors and any duly appointed agent or
representative of GSHFP LLC at the expense of GSHFP LLC to audit or
inspect the Registrar and any other documents or records kept by and
still in the possession of the Registrar and Transfer Agent hereunder
and make available all such documents and records in its possession to
such Auditors, agent or representative during business hours whenever
reasonably required to do and afford all such information,
explanations and assistance as such Auditors, agent or representative
may require;
(o) assist in the maintenance of the records and accounts of GSHFP LLC
in such manner as will enable GSHFP LLC to publish yearly and monthly
its financial statements as may be required;
(p) assist as required by GSHFP LLC in the annual report and accounts
of GSHFP LLC and any other accounting statements to be sent to the
Members of GSHFP LLC; and
(q) generally perform other incidental duties as would be necessary to
its duties under the Transfer Agency Agreement;
PROVIDED THAT in all such cases the duties are carried out in accordance
with the constitutional documents of GSHFP LLC and in accordance with any
applicable law.
1.3 Compensation
------------
As compensation for its services to GSHFP LLC, the Administrator shall
receive a monthly fee equal to approximately (0.0167%) of the
month-end net assets of the GSHFP LLC, less the net assets attributed
to the Class B Units (which Class of Units for the avoidance of doubt
will not be charged any fee) (which equals twenty basis points (0.20%)
per annum). For purposes of determining this fee, net assets shall not
be reduced to reflect any current month Management Fee or year to date
accrued Incentive Fee.
(a) Such fees shall be payable monthly in arrears.
(b) The parties agree that the agreed upon fees are subject to
immediate renegotiation if at any time GSHFP LLC begin trading
instruments other than those disclosed to the Administrator on the
date hereof. In such event, the parties agree to negotiate in good
faith.
PART II. GENERAL PROVISIONS
2.1 Delivery of Documents. GSHFP LLC agrees to deliver to the
Administrator true copies of all documents and information as the
Administrator shall reasonably request from time to time in connection with
the discharge of its duties hereunder.
2.2 Reasonable Reliance. In the performance of its duties specified in
Part I of this Agreement, the Administrator is relying upon the
determination of GSHFP LLC that all fees and expenses incurred by GSHFP LLC
are reasonable and legal.
2.3 Personnel. The Administrator shall at all times and at its own
expense maintain and make available to GSHFP LLC qualified accounting and
clerical personnel suitable for the performance of the duties of the
Administrator.
2.4 Scope of Liabilities. The Administrator shall not be liable to
GSHFP LLC or the investors of GSHFP LLC for any loss, damage, expense or
claim occasioned by any act or omission of the Administrator in connection
with the performance of its services hereunder, other than as a result of
its gross negligence, willful misconduct or reckless disregard of its
duties hereunder.
2.5 Indemnification. GSHFP LLC shall indemnify the Administrator
(which shall include solely for the purposes of this Section 2.5 the
Administrator's directors, officers, employees, agents and Members)
against, and hold it harmless form, any expense, loss, liability or damage
arising out of any claim asserted or threatened to be asserted by any third
party in connection with the Administrator's serving or having served as
such pursuant to this Agreement; provided, however, that the Administrator
shall not be entitled to such indemnification with respect to any expense,
loss, liability or damage which was caused by the Administrator's own gross
negligence, willful misconduct or reckless disregard of its duties
hereunder.
2.6 Books and Records. All books, records and other written documents
received or prepared by the Administrator on behalf of GSHFP LLC shall be
the exclusive property of GSHFP LLC. Except as otherwise authorized by
GSHFP LLC, all such books, records and other written documents (other than
those which are not of a material nature) shall be preserved by the
Administrator for a period of at least six years or until they are
delivered to duly appointed successors to the Administrator upon
termination of this Agreement.
2.7 Confidential Relationship. Except as contemplated by this
Agreement or as otherwise required by law, the Administrator shall treat
all information pertaining to the investments, ownership and business
affairs of GSHFP LLC as confidential and shall not disclose such
information to any persons other than officers, auditors, legal advisors or
other authorized agents of GSHFP LLC.
2.8 Non-Exclusivity. The nature of the duties of the Administrator
hereunder shall not preclude the Administrator from providing services of a
comparable nature to any other person. In addition, it is understood that
the individuals who will participate on behalf of the Administrator in the
performance of its duties under this Agreement will not necessarily devote
their full time thereto, and nothing contained herein shall be deemed to
limit or otherwise restrict or affect their right to engage in and devote
time and attention to other businesses or to render other services of
whatever kind or nature.
2.9 Term and Termination. This Agreement shall have an initial term of
twelve months commencing as of the date of this Agreement and thereafter
shall be automatically renewed for successive terms of twelve months each,
unless sooner terminated by any party at any time, without penalty, upon
not less than thirty (30) days written notice to the other parties.
2.10 Assignment. This Agreement may not be assigned by either of the
parties without the prior written consent of the other party.
2.11 Waiver or Modification. The provisions of this Agreement shall
not be waived or modified other than by means of a writing signed by the
party to be charged with such waiver or modification.
2.12 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York.
2.13 Notices. Except as otherwise provided herein, all communications
hereunder shall be in writing and shall be delivered, telexed or telecopied
and confirmed in writing, sent by registered air mail, to the requisite
party, at its address as follows:
If to Administrator:
-------------------
Xxxxxxx Xxxxx Princeton LLC
000 Xx. Xxxxx Xxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
Attention: General Counsel
Telefax: (000) 000-0000
If to GSHFP LLC:
---------------
Xxxxxxx Xxxxx Hedge Fund Partners, LLC
000 Xx. Xxxxx Xxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
Telefax: (000) 000-0000
or to such other address as to which the party receiving the notice shall
have notified the other party in writing.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first written above.
XXXXXXX XXXXX HEDGE FUND PARTNERS, LLC
By: /s/ Xxxx X. Xxxxx
-----------------------------------------
Name: Xxxx X. Xxxxx
Title: Director
XXXXXXX SACHS PRINCETON LLC
By: /s/ Xxxxx X. Xxxx
-----------------------------------------
Name: Xxxxx X. Xxxx
Title: Managing Director and
Chief Financial Officer
