ADMINISTRATION AGREEMENT
Exhibit 10.7
THIS ADMINISTRATION AGREEMENT (this “Agreement”) is entered into as of the 9th day
of February 2007 by and between Xxxxxxx Xxxxx Hedge Fund Partners, LLC, a Delaware limited
liability company (the “Fund”), and SEI Global Services, Inc., a Delaware corporation (“SEI”).
WHEREAS, Xxxxxxx Sachs Hedge Fund Strategies LLC, formerly known as Xxxxxxx Xxxxx Princeton
LLC (“HFS”), serves as the investment manager with respect to the Fund, HFS has previously served
as the administrator of the Fund, and will cease to serve in such capacity as of the date hereof;
WHEREAS, the Fund desires SEI to provide, and SEI is willing to provide, fund accounting and
administrative services with respect to the Fund on the terms and conditions set forth herein;
WHEREAS, HFS, the Fund, SEI and certain other parties entered into a Services Agreement,
effective as of the 1st day of March 2004 (such Services Agreement, as it may be amended
or restated from time to time, to be referred to herein as the “Original Services Agreement”),
under which SEI provided fund accounting and administrative services with respect to the Fund;
WHEREAS, the Original Services Agreement has been amended as of the date hereof and no longer
includes the Fund as a party thereto; and
WHEREAS, the Fund desires SEI to continue to provide, and SEI is willing to continue to
provide, fund accounting and administrative services with respect to the Fund, on the terms and
conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, the
Fund and SEI, intending to be legally bound, hereby agree as follows:
ARTICLE 1. Retention of SEI. The Fund hereby retains SEI to furnish to the Fund the
fund accounting and administrative services as set forth in Exhibit A to this Agreement and in the
second paragraph of Article 2 (collectively, the “Services”) in accordance with the provisions of
this Agreement. SEI hereby accepts such retention to perform the Services in accordance with the
provisions of this Agreement. SEI shall, for all purposes herein, be deemed to be an independent
contractor.
ARTICLE 2. Administrative and Accounting Services. In performing its duties under
this Agreement, SEI will act in accordance, and comply, with the Fund’s private placement
memorandum, limited liability company agreement, and Registration Statement on Form 10, as each may
be amended, restated or supplemented from time to time (provided copies of such documents and the
amendments thereto shall have
previously been delivered to SEI) (collectively, the “Fund Documents”). SEI (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 be obligated to provide
any investment advisory services to the Fund, and shall have no liability with respect to
investment advisory services or activities. SEI shall provide all necessary office space,
equipment, personnel, compensation and facilities (including facilities for member meetings or
other similar meetings, as applicable) to perform the Services as contemplated in this Agreement.
SEI may sub-contract with third parties to perform certain of the Services; provided, however, that
SEI shall (i) remain responsible to the Fund for the acts and omissions of its subcontractors,
other than the Third Party Vendors (as defined in Article 8 below), (ii) pay any fees charged by
the subcontractor, and (iii) exercise reasonable care in the selection and continued appointment of
any such subcontractor. Except with respect to any subcontractor the engagement of which is
contemplated by Exhibit A of this Agreement, SEI shall not subcontract to a non-affiliated third
party any Core Services without the prior written consent of the Fund, which consent shall not be
unreasonably withheld or delayed. For purposes of this Article 2, the term “Core Services” shall
mean the services described in Exhibit A of this Agreement under the headings “Administration
Services,” “Accounting Services” and “Investor Servicing and Reporting.” In meeting its duties
hereunder, subject to and in accordance with all of the terms and conditions of this Agreement, SEI
shall have the general authority to do all acts deemed in SEI’s good faith belief to be necessary,
desirable or proper to perform its obligations under this Agreement. In connection with this
Agreement, if requested by SEI, the Fund will promptly furnish SEI with copies, properly certified
or authenticated, of the Fund Documents and such other existing documents as may be reasonably
necessary to the performance by SEI of the Services to the Fund. The Fund shall promptly furnish
to SEI any amendment or supplement to any documents so requested.
Subject to the overall supervision of the Fund and to all applicable laws, SEI shall have, and
is hereby granted, the authority, power, and right to act for the account of and in the name of the
Fund to:
| (i) | complete, sign, and submit subscription, redemption and
transfer applications for investments, redemptions or transfers, as
applicable, in the underlying funds, using such information as is available to
SEI and/or provided by the Fund, in accordance with written instructions
received from the Fund and in accordance with procedures of SEI which are
reasonably designed to comply with applicable law and have previously been
provided by SEI to the Fund. Any such instructions received by SEI from the
Fund shall be in accordance with the Fund’s investment objectives and
policies, if any, as set out in the Fund Documents. SEI reserves the right to
refuse to execute any particular subscription agreement or redemption request
or such other document if such execution would violate applicable law or
subject SEI to liability to a third
party, in which case SEI will promptly notify the Fund in writing of such
refusal and provide the Fund with a written explanation of the basis for
such refusal; and |
| (ii) | solely as agent for the Fund, establish one or more deposit
accounts with a banking institution previously approved by the Fund (such
approval not to be unreasonably withheld or delayed) into which subscription
and redemption proceeds with respect to the Fund may be deposited or withdrawn
from time to time, using reasonable procedures submitted by SEI and approved
by the Fund (such approval not to be unreasonably withheld or delayed). The
parties acknowledge that SEI is not acting as an investment advisor in
connection with the activities described in this Article 2 or elsewhere in
this Agreement. |
Upon reasonable (which need not be more than 10 business days’) advance written notice by the
Fund (such notice not to be delivered more often than once during a calendar year, provided that it
may be given at such other times during a calendar year when the Fund determines in its reasonable,
good faith judgment that there has been a substantial control breakdown with respect to, or
impairment of, the Services, or in connection with an audit of the Fund by a governmental agency or
self-regulatory organization), SEI shall permit representatives of the Fund and/or one or more
third party organizations assisting the Fund (provided that such third party organizations have
agreed in writing to be bound by the provisions of Article 12(b) of this Agreement), and, if
applicable, representatives of any governmental agency or self-regulatory organization that is
conducting an audit of the Fund (collectively, the “Audit Team”) to audit and verify SEI’s
operating environment and other areas of service to determine whether: (i) SEI is maintaining
controls and security measures in accordance with the terms of this Agreement; (ii) SEI is
performing the Services in accordance with the provisions of this Agreement; and (iii) SEI’s
invoices pursuant to the Agreement are correct, provided that any such audit shall not be conducted
in a manner that is unreasonably disruptive to SEI’s business and operations (subject, however, to
the requirements of representatives of any governmental agency or self-regulatory organization that
is conducting an audit of the Fund). In connection with any such audit, SEI shall provide the
Audit Team with reasonable access during normal business hours to (i) the facilities where the
Services are performed; (ii) SEI’s personnel providing any of the Services; and (iii) data and
records in the possession of SEI relating to any of the Services. SEI agrees to cooperate with and
assist the Audit Team with such audit and shall, in a timely manner, furnish the members of the
Audit Team with the information reasonably requested in connection with such audit. SEI shall
cause its subcontractors to permit such audits and to provide such access and cooperation. SEI
agrees that it shall, at least once each fiscal year, employ a qualified auditing firm to conduct a
Type II SAS 70 audit of SEI’s operations relating to the Services, and to provide a copy of such
audit to the Fund.
ARTICLE 3. Representations, Warranties and Covenants of SEI.
(a) SEI represents and warrants to the Fund that: SEI has full power, right and
authority to execute and deliver this Agreement and to consummate the transactions contemplated
hereby; the execution and delivery of this Agreement and the
consummation of the transactions
contemplated hereby have been duly and validly approved by all requisite action on its part, and no
other proceedings on its part are necessary to approve this Agreement or to consummate the
transactions contemplated hereby; this Agreement has been duly executed and delivered by it; this
Agreement constitutes a legal, valid and binding obligation, generally enforceable against it in
accordance with its terms.
(b) SEI represents and warrants to the Fund that: SEI has obtained all consents or made all
required filings with appropriate regulatory bodies (including the Securities and Exchange
Commission (the “SEC”) and the National Association of Securities Dealers, Inc. (the “NASD”)) to
the extent necessary to carry out its business; SEI is not engaged in any legal proceeding or
arbitration which, if resolved unfavorably, would materially and adversely affect the business or
financial condition of SEI or SEI’s ability to provide the Services in accordance with the terms of
this Agreement; and SEI is not in default under any contractual or legal obligation whatsoever
which materially and adversely affects, or is likely to materially and adversely affect, the
business or financial condition of SEI or SEI’s ability to provide the Services in accordance with
the terms of this Agreement.
(c) SEI covenants and agrees that it shall promptly notify the Fund of any matter known to
SEI, which would materially and adversely affect SEI’s performance of its duties and obligations
under this Agreement, or which would cause any of the representations and warranties set forth in
clause (a) of this Article 3 to no longer be true in all material respects.
ARTICLE 4. Representations, Warranties and Covenants of the Fund.
(a) The Fund represents and warrants to SEI that: it has full power, right and authority to
execute and deliver this Agreement and to consummate the transactions contemplated hereby; the
execution and delivery of this Agreement and the consummation of the transactions contemplated
hereby have been duly and validly approved by all requisite actions on its part, and no other
proceedings on its part are necessary to approve this Agreement or to consummate the transactions
contemplated hereby; this Agreement has been duly executed and delivered by it; and this Agreement
constitutes a legal, valid and binding obligation, generally enforceable against it in accordance
with its terms.
(b) The Fund represents and warrants to SEI that: it has obtained all consents or made all
required filings with appropriate regulatory bodies (including the SEC and the NASD) to the extent
necessary to carry out its business; it is not engaged in any legal
proceeding or arbitration which, if resolved unfavorably, would materially and adversely affect its
business or financial condition or its ability to perform its obligations in accordance with the
terms of this Agreement; and it is not in default under any contractual or legal obligation
whatsoever which materially and adversely affects, or is likely to materially and adversely affect
its business or financial condition or its ability to perform its obligations in accordance with
the terms of this Agreement.
(c) The Fund covenants and agrees that SEI shall not be required to take any action under this
Agreement which it determines, based on advice of counsel reasonably acceptable to the Fund, would
not be in compliance with applicable law, in which case SEI will promptly notify the Fund of such
determination in writing and provide the Fund with a written explanation of the basis for such
determination. In the event SEI does not take an action required under this Agreement because such
action would not be in compliance with applicable law (or otherwise pursuant to clause (i) of the
penultimate paragraph of Article 2), the parties shall agree on a reasonable accommodation or
solution that will provide to the Fund to the extent reasonably possible the benefit of such action
in compliance with applicable law; provided, however, that if after 45 days the parties are not
able to reach in good faith a mutually satisfactory accommodation or solution and as a result SEI
is no longer able to provide any Service or Services that is or are individually or in the
aggregate material to this Agreement, the Fund shall have the right to terminate this Agreement on
at least 45 days’ written notice to SEI.
(d) The Fund will promptly notify SEI of any matter known to it which would materially affect
its performance of its duties and obligations under this Agreement, or which would cause any of its
representations and warranties set forth in clause (a) of this Article 4 to no longer be true in
all material respects.
ARTICLE 5. Allocation of Charges and Expenses.
SEI shall furnish at its own expense the executive, supervisory, clerical, and other personnel
necessary to perform the Services in accordance with the terms of this Agreement. SEI shall also
pay all compensation, if any, of officers of the Fund who are affiliated persons of SEI or any
affiliated corporation of SEI; provided, however, that unless otherwise specifically provided, SEI
shall not be obligated to pay the compensation of any employee of the Fund retained by HFS or the
Fund to perform services for the Fund (other than the Services to be provided by SEI hereunder).
Other than the expenses that are specifically borne by SEI pursuant to this Agreement, SEI shall
not be responsible for any expenses of HFS or the Fund, including, without limitation,
organizational costs, taxes, expenses for legal and auditing services, the costs of pricing
services, the costs of custodial and banking services, insurance, interest, brokerage costs, and
all fees and charges of service providers to HFS or the Fund (other than the fees of a
subcontractor engaged by SEI).
ARTICLE 6. Compensation; Reimbursement of Expenses.
(a) In consideration of SEI providing the Services, the Fund shall pay or cause to
be paid to SEI such fees and other charges as may from time to time be agreed to in writing by the
parties to this Agreement. Such fees and other charges shall be paid monthly in arrears as
promptly as practicable (but in any event within 15 business days) after the final net asset value
of the Fund as of the applicable calendar month-end is determined in accordance with the Fund
Documents (unless otherwise specified in this Agreement). If the final net asset value of the Fund
as of the applicable month-end cannot be so determined within 30 days after such month-end, the
Fund shall in good faith estimate the fees and other charges payable for such month and shall pay
the
estimated fees and charges to SEI within 15 business days after the end of such 30-day period.
Within 15 business days after determination of the actual final net asset value of the Fund as of
the applicable month-end, SEI shall send to the Fund a written statement reconciling the estimated
and actual fees and charges; and, if such reconciliation requires (i) the Fund to pay SEI
additional fees and charges, the Fund shall pay such additional fees and charges to SEI within 15
business days after the receipt of such written statement, or (ii) SEI to credit the Fund with an
overpayment of fees and charges, such credit shall be applied to the next payment of fees and
charges by the Fund to SEI, provided that (x) if such overpayment exceeds the amount of the next
payment to SEI, such excess amount shall promptly be repaid to the Fund, and (y) if such
overpayment was made with respect to the final payment under this Agreement, the amount of such
overpayment shall promptly be repaid to the Fund following the delivery of such written statement.
Unless otherwise specified in this Agreement or otherwise agreed to by the parties, all periodic
charges under this Agreement are to be computed on a calendar month basis and shall be prorated on
a per diem basis for any partial month.
(b) The fees paid to SEI for the Services are exclusive of out-of-pocket costs. The Fund
shall reimburse SEI for all of its reasonable out-of-pocket expenses incurred in providing the
Services including, without limitation, travel, lodging and living expenses of SEI employees in
connection with attendance at meetings, if such attendance is requested by the Fund and is outside
of the ordinary course of business of providing the Services or if the meetings are at sites other
than in New York or New Jersey (e.g., the Fund will not be responsible for such expenses in
connection with periodic onsite visits by SEI to HFS’s offices in Princeton, New Jersey or New
York, New York, or regularly scheduled meetings of any governing body of the Fund, if any, that are
held in New York or New Jersey), pricing service fees, copying, postage, fax, delivery, and
telecommunication fees or charges, and any and all fees or charges arising from the use of any
non-SEI technology systems or tools for the delivery of Services that are not used by SEI in the
ordinary course of its business, provided that such non-SEI systems or tools are required to be
used by the Fund and have previously been agreed to by the Fund. Upon request, SEI will provide
the Fund with a schedule of charges for out-of-pocket expenses.
(c) The fees and expenses payable to SEI pursuant to this Article 6 are exclusive of any
applicable sales, use, gross receipts, excise or value-added taxes
attributable to such fees or to the Services being provided hereunder (collectively, “Sales or
Related Taxes”). If any Sales or Related Taxes become due, however levied or assessed, the Fund
shall bear and be responsible for and pay the amount of any such tax or, if applicable, reimburse
SEI for the amount of any such tax. Notwithstanding the foregoing, the parties agree that it shall
be the responsibility of SEI, and not the Fund, to determine whether any Sales or Related Taxes are
payable, and SEI shall be liable for the amount of any penalties, interest or charges relating to
the nonpayment or delayed payment of any Sales or Related Taxes (unless any such penalty, interest
or charge results from the delay of payment by the Fund following the 15th business day
after the date on which SEI notifies the Fund in writing that such payment is due).
ARTICLE 7. Standard of Care.
(a) SEI shall be obligated to exercise reasonable care and diligence in the performance of its
duties under this Agreement, to act in good faith in performing the Services.
(b) SEI shall be protected (and not be liable to the Fund or any other person or entity) in
acting upon and in accordance with any written instructions (including, without limitation, written
instructions from the Fund of the type contemplated by the penultimate paragraph of Article 2
above, including clauses (i) an (ii) thereof), which SEI reasonably believes to be genuine and to
have been signed or presented by the proper person or persons acting on behalf of the Fund. Nor
shall SEI 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. In addition, SEI shall be
protected (and not liable to the Fund or any other person or entity) with respect to any action (i)
that has been submitted in advance by SEI for review by the Fund and has been approved in writing
thereby, or (ii) taken pursuant to and in accordance with procedures that have been mutually agreed
in writing by SEI and the Fund, provided, in each case, that SEI shall not be protected with
respect to, and shall remain liable for, any SEI Disabling Conduct as set forth in Article 8.
ARTICLE 8. Limitation of Liability of SEI; Indemnification. The duties of SEI shall be
confined to those expressly set forth herein, and no implied duties are assumed by or may be
asserted against SEI hereunder. SEI 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, including, without
limitation, any act or omission in the performance of its duties under this Agreement, except to
the extent liability or loss from the willful misfeasance, bad faith or negligence of SEI, or by
reason of SEI’s reckless disregard of its duties under this Agreement (collectively, “SEI Disabling
Conduct”). As used in this Article 8, the term “SEI” shall include SEI, its affiliates and their
respective directors, officers and employees. SEI shall not be responsible for the Fund’s
compliance with its applicable investment policies, and any laws and regulations governing the
manner in which the Fund’s assets may be invested, and shall not be responsible for any liabilities
or losses attributable to non-compliance with such investment policies, laws and regulations.
UNDER NO CIRCUMSTANCES SHALL SEI OR THE FUND BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, OR
CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS, INCOME, SAVINGS, BUSINESS, OR GOODWILL)
IN CONNECTION WITH ANY MATTER ARISING UNDER OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER
SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY,
BREACH OF WARRANTY, OR ANY OTHER THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES (Collectively, “Consequential Damages”).
Subject to the disclaimer of Consequential Damages set forth above in this Article 8, the Fund
assumes full responsibility for, and shall indemnify and hold SEI harmless from and against any and
all actions, suits, proceedings and claims, whether groundless or otherwise, and from and against
any and all losses, damages, costs, charges, judgments, reasonable counsel fees and disbursements,
payments, expenses and liabilities (including reasonable investigation expenses) (“Liabilities”)
arising out of (i) any error of judgment of HFS, the Fund or SEI, any investment made by or on
behalf of the Fund, or any act or omission of HFS, the Fund or SEI including, without limitation,
any act or omission of SEI in the performance of its duties under this Agreement, except to the
extent any such Liabilities result from any SEI Disabling Conduct, or (ii) the willful misfeasance,
bad faith or negligence of the Fund (or HFS acting on its behalf). Notwithstanding anything in
this Agreement to the contrary, for purposes of this Article 8, any Liability of SEI described in
the preceding sentence that results from an arbitration award, judicial order, undisputed
contractual obligation or a reasonable settlement by SEI , in each case, in connection with a claim
by or dispute with a third party against SEI under an existing contractual obligation owing by SEI
to such third party or under applicable law, rules or regulations, shall be deemed to be a direct
damage (and, therefore, subject to the Fund’s indemnification obligation under this Article 8) and
shall not be considered Consequential Damages subject to disclaimer of Consequential Damages set
forth above in this Article 8.
Subject to the disclaimer of Consequential Damages set forth above in this Article 8, SEI
assumes full responsibility for, and shall indemnify the Fund (including, for purposes of this
paragraph, its respective affiliates (including HFS), directors, officers and employees) and hold
them harmless from and against any and all actions, suits, proceedings and claims, whether
groundless or otherwise, and from and against any and all Liabilities arising out of any SEI
Disabling Conduct, including, without limitation, any error of judgment of SEI or any act or
omission of SEI in the performance of its duties under this Agreement or otherwise, which, in each
case, arise out of SEI Disabling Conduct. Notwithstanding anything in this Agreement to the
contrary, for purposes of this Article 8, any Liability of the Fund described in the preceding
sentence that results from an arbitration award, judicial order, undisputed contractual obligation
or a reasonable settlement by the Fund, in each case, in connection with a claim by or dispute with
a third party against the Fund under an existing contractual obligation owing by the Fund to such
third party or under applicable law, rules or regulations, shall be deemed to be a direct damage
(and, therefore, subject to SEI’s indemnification obligation under this Article 8) and shall not be
considered
Consequential Damages subject to disclaimer of Consequential Damages set forth above in this
Article 8.
The indemnity and defense provisions set forth in this Agreement shall indefinitely survive
the termination of this Agreement with respect to any event occurring during the Term of this
Agreement.
If a party hereto (an “Indemnifying Party”) is asked to indemnify the other party hereto (an
“Indemnified Party”) pursuant to this indemnification provision, the Indemnifying Party 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 Indemnifying Party
elects to assume the defense of any such claim, the defense shall be
conducted by counsel chosen by
such Indemnifying Party and satisfactory to the Indemnified Party, whose approval shall not be
unreasonably withheld. In the event that the Indemnified Party elects to assume the defense of any
suit and retain counsel, the Indemnified Party shall bear the fees and expenses of any additional
counsel retained by it. If an Indemnifying Party does not elect to assume the defense of a suit,
it will reimburse the Indemnified Party for the fees and expenses of any counsel retained by the
Indemnified Party if otherwise required to do so under this Article 8.
SEI may apply to the Fund at any time for instructions and may, with the prior consent of the
Fund, which consent may not be unreasonably withheld, consult counsel for the Fund or its own
counsel and with accountants and other experts, in each case with an expertise in the subject
matter of such consultation, with respect to any matter arising in connection with SEI’s duties,
and SEI 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.
Nothing herein shall make SEI liable for the performance or omissions of unaffiliated third
parties not under SEI’s reasonable control that may be engaged by SEI to perform services that are
necessary in order for SEI to provide Services, but are not specifically described as Services on
Exhibit A including, without limitation, unaffiliated third party vendors not under SEI’s
reasonable control who provide pricing, printing, postal or delivery, securities pricing,
telecommunications, data feed, processing and settlement services (“Third Party Vendors”);
provided, however, that SEI shall remain liable for the acts and omissions of sub-contractors who
are not Third Party Vendors as provided in Article 2. In addition, nothing herein shall make SEI
liable for the performance or omissions of custodians, investment advisers or sub-advisers (unless
they are affiliated with SEI and are providing services under this Agreement).
SEI and the Fund shall have a duty to mitigate damages for which the other party is liable
under this Article 8.
ARTICLE 9. Valuation. SEI is entitled to rely on the price information provided by
the underlying funds in which the Fund invests, or their administrators, brokers, custodians
and HFS in order to calculate the Fund’s net asset value (and the value of capital accounts of
the Fund’s members or interests in the Fund based upon such valuation) and SEI shall not be liable
for any valuation errors to the extent resulting from the use of such information. If the Fund or
HFS, acting on its behalf, has determined that an underlying fund should be valued differently than
the prices provided by the underlying fund, or its administrator, broker or custodian, the price
provided by the Fund or HFS, acting on its behalf, will be used to calculate the Fund’s net asset
value (and the value of capital accounts of the Fund’s members or interests in the Fund based upon
such valuation), and SEI shall not be liable for any valuation errors to the extent resulting from
the use of such information.
ARTICLE 10. Duration and Termination of this Agreement.
(a) This Agreement shall be in effect through and including February 28, 2009 (the “Initial
Term”). Notwithstanding the foregoing, the Fund may provide written notice to SEI at any time
during the first two years of the Initial Term of its election to cause the Initial Term to be
reduced to a period of three years, which three-year period shall begin on the first day of the
first full calendar month immediately succeeding the day on which SEI receives such notice . After
the Initial Term, the term of this Agreement will automatically renew for additional three-year
renewal terms (a “Renewal Term”; each Renewal Term and the Initial Term, being referred to herein
as a “Term”) unless either SEI or the Fund gives written notice to the other party at least 180
days prior to the date on which the Initial Term or the then-current Renewal Term is scheduled to
expire, that the notifying party has elected to let such Term expire. Each Renewal Term shall be
upon the same terms and conditions as were in effect during the Initial Term, with respect to the
first Renewal Term, or immediately preceding Renewal Term, in the case of the second and subsequent
Renewal Terms. This Agreement may be terminated only: (i) by SEI or the Fund in accordance with
the provisions of this Article 10(a); (ii) by the Fund in accordance with the provisions of Article
4(c), or by either party in accordance with the provisions of Article 21; (iii) by SEI on such date
as is specified in written notice given by SEI, in the event of a breach of one or more provisions
of this Agreement, which are individually or in the aggregate material to this Agreement, in any
material respect by the Fund, provided SEI has notified the Fund of the breach at least 90 days
prior to the specified date of termination and the Fund has not remedied such breach within 45 days
of the date of such notice is received by the Fund; or (iv) by the Fund on such date as is
specified in written notice given by the Fund, in the event of a breach of one or more provisions
of this Agreement, which are individually or in the aggregate material to this Agreement, in any
material respect by SEI, provided the Fund has notified SEI of the breach at least 90 days prior to
the specified date of termination and SEI has not remedied such breach within 45 days of the date
of such notice is received by SEI. Subject to the provisions of Article 10(b), this Agreement
shall terminate upon the dissolution, liquidation, winding-up or termination of the Fund. Without
in any way limiting the generality of clause (iv) of the preceding sentence or defining the term
“material” for any purpose under this Agreement, the parties understand and agree that a breach by
SEI of its obligations under Article 12 of this Agreement relating to the confidentiality of
Protected Personal Information (as defined in Article 12(a) below) shall be deemed to be a
“material
breach of this Agreement” within the meaning of clause (iv) of the previous sentence if such a
breach results in the client whose Protected Personal Information was the subject of such breach
requesting in writing the withdrawal or redemption from the Fund all of the amounts invested by
such client within 60 days after the breach was first made known to such client.
(b) The expiration or termination of this Agreement shall be without prejudice to any rights
that may have accrued hereunder to any party hereto prior to such expiration or termination. The
provisions of Articles 6 (only with respect to amounts owing with respect to periods to and
including the expiration date or termination date), 7, 9, 10, 12, 16 through 28 shall survive the
termination or expiration of this Agreement.
ARTICLE 11. Activities of the Parties. The services of SEI rendered hereunder are not
to be deemed to be exclusive. SEI is free to render such services to others and to have other
businesses and interests. SEI shall not be deemed to be an exclusive service provider to the Fund
and the Fund is free to retain additional service providers at any time in its sole discretion.
ARTICLE 12. Confidentiality.
(a) SEI agrees on behalf of itself and its employees and officers to treat confidentially all
records and other information relative to the Fund and its beneficial holders received by SEI in
connection with this Agreement, including any Protected Personal Information, and that it shall not
use or disclose any such information to any person or entity including, without limitation,
employees or officers of SEI or its affiliates except for the purpose of carrying out the terms of
this Agreement; provided, however, that SEI may disclose such information (i) as required by
applicable law (including, without limitation, if compelled by a court or regulatory body with
proper jurisdiction), or (ii) after prior notification to and approval in writing by the Fund.
“Protected Personal Information” shall mean information pertaining to investors in the Fund or
clients of HFS that: (i) with respect to U.S. investors or clients, falls within the definition of
“nonpublic personal information” as that term is defined in Section 6809(4) of the
Xxxxx-Xxxxx-Xxxxxx Act; (ii) with respect to investors or clients within the European Union, falls
within the definition of “personal data” or “sensitive personal data” as those terms are used in
Directive 95/46/EC or any local laws implementing such directive; and (iii) with respect to
investors or clients in countries outside of the United States and the European Union having data
protection or privacy laws, including without limitation, Australia, Canada, Hong Kong, Japan and
Switzerland, information that falls within the definition of any comparable terms used in the
applicable data protection or privacy laws of such country (comparable to the defined terms
described in the preceding clauses (i) and (ii)).
(b) The Fund agrees on behalf of itself and its employees and officers to treat confidentially
all records and other information relative to SEI received by the Fund in connection with this
Agreement, including any trade secrets or proprietary information, and that it shall not use or
disclose any such information except in a manner consistent
with its business relationship with SEI and the terms of this Agreement; PROVIDED, HOWEVER,
that the Fund may disclose such information (i) as required by applicable law (including, without
limitation, if compelled by a court or regulatory body with proper jurisdiction) or (ii) after
prior notification to and approval in writing by SEI.
(c) SEI further agrees that at all times it and its affiliates shall (i) only process or use
Protected Personal Information for the purpose of providing the Services and performing its
obligations pursuant to this Agreement; (ii) take reasonable security, technical security and
organizational measures against unauthorized access to, or unauthorized alteration, disclosure or
destruction of Protected Personal Information, in particular where processing of such data involves
the transmission of such data over a network, against the accidental loss or destruction of
personal data and against all other unlawful forms of processing; (iii) take reasonable steps to
ensure that persons employed
by SEI or its affiliates and other persons at the place of work of SEI
or its affiliates or in contact with the Protected Personal Information at SEI’s behest, are aware
of, and comply with, the relevant measures as described in clause (ii) above; and (iv) process the
Protected Personal Information in a form which permits the identification of a client for no longer
than is necessary for the purposes of the Services to be provided pursuant to this Agreement.
(d) In the event that SEI discloses any Protected Personal Information in violation of this
Article 12, SEI agrees to promptly notify the Fund of such disclosure and to promptly meet with the
Fund, if the Fund so requests, to discuss the circumstances relating to such violation and the
actions being taken by SEI to prevent additional such violations. If the Fund requests, SEI shall
promptly make available to the Fund a senior executive of SEI who is familiar with the
circumstances of such violation.
(e) SEI shall cause each of its and its affiliates’ employees who is either assigned to SEI’s
“Alternative Investments Operations” or who regularly as part of his or her assigned
responsibilities may access Protected Personal Information including, without limitation, employees
assigned to SEI Trust Operations, to go through background testing that meets standards previously
provided to SEI in writing by the Fund (“Required Background Testing”), and shall only provide
access to Protected Personal Information to those employees who (i) successfully complete the
Required Background Testing, or (ii) have been approved in advance by the Fund, notwithstanding a
failure to successfully complete the Required Background Testing. SEI shall cause each of its or
its affiliates’ subcontractors or consultants who may access Protected Personal Information,
including, without limitation, by transmitting or processing Protected Personal Information, but
excluding system providers to SEI or its affiliates, such as SunGard, who only have access to
Protected Personal Information in connection with maintenance and other services that they perform
for SEI or its affiliates with respect to the provided system (each, an “Access Subcontractor”), to
(i) cause each of such Access Subcontractor’s employees who regularly, as part of his or her
assigned responsibilities, may access Protected Personal Information to go through Required
Background Testing or to allow SEI to conduct such Required Background Testing, and (ii) only
provide
access to Protected Personal Information to those employees who (1) successfully complete the
Required Background Testing, or (2) have been approved in advance by the Fund, notwithstanding a
failure to successfully complete the Required Background Testing.
ARTICLE 13. Certain Records. SEI shall maintain customary records in connection with
its duties as specified in this Agreement. Any records prepared or maintained by SEI on behalf of
the Fund shall be prepared and maintained at the expense of SEI, but shall be the property of the
Fund and will be made available to or surrendered promptly to the Fund on request.
In case of any request or demand for the inspection of such records by another party, SEI
shall notify the Fund and follow the Fund’s instructions as to permitting or refusing such
inspection; provided that SEI may exhibit such records to any person as required by
applicable law
(including, without limitation, if compelled by a court or regulatory body with proper
jurisdiction).
ARTICLE 14. Compliance With Governmental Rules and Regulations. SEI undertakes to
comply in all material respects with applicable requirements of the Securities Act of 1933, the
Securities Exchange Act of 1934, the Investment Company Act of 1940, and any laws, rules and
regulations of governmental authorities having jurisdiction with respect to the duties to be
performed by SEI hereunder.
ARTICLE 15. Internet Access. Data and information may be made electronically
accessible to the Fund through Internet access to one or more links provided by SEI (“Web Links”).
All rights in Web Links (including text and “look and feel” attributes) are owned by SEI (other
than any intellectual property incorporated in the Web Links which is owned by HFS, the Fund or
their affiliates). Any commercial use of the content or any other aspect of Web Links requires the
written permission of SEI. Use of the Web Links by the Fund or its agents will be subject to any
reasonable and customary terms of use set forth on the web site, which must be consistent with the
provisions of this Agreement. To the extent Web Links contain information or data that has not
been processed or otherwise provided by SEI, its affiliates and its subcontractors pursuant to this
Agreement, the information and data contained in the Web Links are presented “AS IS,” WITHOUT
EXPRESS OR IMPLIED WARRANTIES OF ANY KIND INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF
INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
ARTICLE 16. Agreement for Sole Benefit of the Parties. This Agreement is for the
sole and exclusive benefit of the parties hereto and will not be deemed to be for the direct or
indirect benefit of the clients or customers of SEI or the Fund that are not parties hereto
(including members of or investors in the Fund). The clients or customers of SEI or the Fund that
are not parties hereto (including members of or investors in the Fund)
will not be deemed to be third party beneficiaries of this Agreement nor to have any other
contractual relationship with SEI by reason of this Agreement.
ARTICLE 17. 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 waived only by an
instrument in writing signed by the party against which enforcement of such waiver is sought, and
may only be changed by mutual written agreement of the parties.
ARTICLE 18. Assignment.
(a) This Agreement shall not be assignable by either party hereto without the prior written
consent of the other party; provided, however, that SEI and the Fund will each have the right to
assign or delegate all or part of its respective rights, responsibilities, or duties hereunder to
any subsidiary, parent or affiliate of such party upon the provision of prior notice to the other
party, but no such assignment or delegation will relieve the Fund or
SEI of any of its obligations
hereunder. Such assignment or delegation will be valid only so long as the assignee or delegate
remains a subsidiary, affiliate or parent of SEI or the Fund and in the event of any such
assignment, SEI or the Fund will remain responsible for the acts of any such entity to whom it
makes such assignment.
ARTICLE 19. 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 20. 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 the last address furnished by the other party to the
party giving notice: if to the Fund, or HFS on its behalf, at 000 Xx. Xxxxx Xxxx, Xxxxxxxxx, Xxx
Xxxxxx 00000, Attention: General Counsel; and if to SEI at Xxx Xxxxxxx Xxxxxx Xxxxx, Xxxx,
Xxxxxxxxxxxx, 00000 Attention: General Counsel. The parties agree that any consent, approval,
authorization, instruction or payment that may, or is required to, be given by the Fund hereunder
may be given by HFS on its behalf, and may be given by SEI to HFS on behalf of the Fund.
ARTICLE 21. 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, willful misconduct or bad faith,
or reckless disregard of its duties under this Agreement, 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.
Either party hereto desiring to rely upon any of the foregoing as an excuse for default or breach
will (i) when the cause arises, give to the other party prompt notice of the facts which constitute
such cause; (ii) when the cause ceases to exist, give prompt notice thereof to the other party; and
(iii) promptly take reasonable steps to mitigate the adverse effects of the cause on the other
party during the force majeure event. If the force majeure event continues for more than 14 days
after the commencement of the force majeure event, either party hereto may terminate this Agreement
by giving 30 days’ notice in writing to the other party, provided such notice is given while such
force majeure event is continuing.
ARTICLE 22. Equipment Failures. In the event of equipment failures beyond SEI’s
control (including, without limitation, a failure that result in a disruption of the Web Links) SEI
shall notify the Fund and take reasonable and prompt steps to minimize service interruptions but
shall have no liability with respect thereto, provided that SEI shall have developed and maintained
a 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 failure shall not have
been caused by SEI Disabling Conduct.
ARTICLE 23. 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 24. Governing Law; Venue; Waiver of Trial By Jury. This Agreement shall be
construed in accordance with the laws of the State of New York without giving effect to the
conflicts of laws principles thereof. The parties agree that all actions and proceedings arising
out of, under or in connection with this Agreement shall be brought in and be subject to the
jurisdiction of a court of the State of New York or the United States District Court for the
Southern District of New York located in the City of New York, and the parties irrevocably submit
to the jurisdiction of such courts in respect of any such action or proceeding and waive to the
fullest extent permitted by law any objection that they may now have or hereafter have to the
laying of venue of any such action or proceeding in such manner, including any claim that such
action or proceeding has been brought in an inconvenient forum. THE PARTIES HEREBY WAIVE ANY RIGHT
THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDINGS OR LITIGATION ARISING OUT
OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.
ARTICLE 25. 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 26. 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 27. 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.
ARTICLE 28. Prevention of Money Laundering.
(a) If required by the Regulations (as defined below), the Fund shall verify the identity of
the investors in the Fund in accordance with such Regulations and shall maintain such
identification verification records to the extent required by such
Regulations. For purposes of this Article 28, the term of “Regulations” shall mean the provisions of the USA
Patriot Act, the
regulations administered by the U.S. Department of Treasury’s Office of Foreign Assets Control
(“OFAC”) and all other U.S. and non-U.S. anti-money laundering laws, statutes, and regulations,
which are, in each case, applicable to SEI or the Fund.
(b) If required by the Regulations, SEI shall:
| (i) | maintain transactional records in accordance with the
requirements of the Regulations; and |
| (ii) (1) | verify that investors in the Fund are not designated
nationals and/or blocked persons as identified on the OFAC list maintained by
the US Department of Treasury (found currently at
xxxx://xxx.xxxxx.xxx.xxxx); |
| (2) | pursuant to the Regulations, report any
information or other matter which comes to its attention relating to
any person that SEI knows or suspects is engaged in money laundering;
and |
| (3) | perform any other functions required by
the Regulations. |
(c) The Fund and SEI understand and agree that the Fund (or one or more of its affiliates)
shall perform such anti-money laundering compliance procedures with respect to the Fund as it
reasonably determines are required to be performed by the Fund pursuant to the Regulations, (ii)
take reasonable steps to cooperate with SEI to enable SEI to engage in the activities described in
clause (b) above, and (iii) ultimately be responsible for ensuring
that the Fund is compliant with the Regulations. SEI agrees to certify to the Fund annually
that it has implemented an anti-money laundering program to the extent required by the Regulations
and that it will perform the applicable anti-money laundering functions described in paragraph (b)
above if applicable. The Fund agrees to certify annually that it has implemented an anti-money
laundering program to the extent required by the Regulations and that it will perform the
applicable anti-money laundering functions described in paragraph (a) above if applicable.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement
as of the day and year first above written.
| XXXXXXX XXXXX HEDGE FUND PARTNERS, LLC | ||||
By:
|
/s/ Xxxx X. Xxxxx | |||
| Name: Xxxx X. Xxxxx | ||||
| Title: Managing Director | ||||
| SEI GLOBAL SERVICES, INC. | ||||
By:
|
/s/ Xxxxxxx X. Xxxxx | |||
| Name: Xxxxxxx X. Xxxxx | ||||
| Title: Executive Vice President | ||||
EXHIBIT A
The Services
Administration Services:
| 1) | Strategic Planning and Product Development — provide assistance with business plan,
product structures, distribution strategies, listing on stock exchanges (selecting
agent) and introduction of outside vendors, if applicable. |
| 2) | Supply Statistical Data — supply various normal and customary statistical data as
may be reasonably requested by the Fund on an ongoing basis. Subject to the terms of
the Agreement (including, without limitation, Article 2 (other than the provision
thereof requiring SEI to obtain consent for use of certain subcontractors)), the Fund
acknowledges and agrees that SEI may, at its own expense, engage Third Party Vendors
to provide data that may be required for purposes of providing the Services described
in this paragraph (2). |
| 3) | Preparation of Financial Statements and Coordinate Annual Fund Audits, Investor
Reports and Governmental or Regulatory Reports and Filings — prepare all financial
statements and required footnote disclosures, including annual (audited), semi-annual
and quarterly, in accordance with U.S. generally accepted accounting principles;
provide liaison with auditors, coordinate annual audits of financial statements with
external auditors; send financial statements to investors via mail, and complete
necessary audit assistance tables; prepare such additional financial or statistical
information as may be required for the proper completion of the periodic and other
reports of the Fund (including, without limitation, 10Ks,10Qs and 8Ks), and coordinate
the timely completion, filing and distribution of such reports. SEI will also make
certifications in connection with such periodic reports that are substantially similar
to the certifications that will be required to be made in connection with such reports
by the officers of the Fund pursuant to the Xxxxxxxx-Xxxxx Act of
2002. |
| 4) | Facilitate Preparation of Federal, State, and Local Income Tax Returns — maintain
and provide the information reasonably necessary in a format acceptable to the Fund
and the auditors of the Fund in order to facilitate the preparation of federal, state,
and local income tax returns prepared by the auditors. |
| 5) | Coordinate Contractual Service Providers — coordinate contractual relationships and
communications between the Fund and its contractual service providers, related to the
delivery and performance of the Services. |
| 6) | Legal Support and Board of Director Support — review legal documents, consult on
fund legal issues, and anti-money laundering requirements. Provide, develop or
assist in developing policies and procedures relating to operations.
Monitor |
compliance procedures for, among other matters, adherence to investment objectives,
policies, restrictions, and applicable laws and regulations if previously requested to
do so by the Fund, it being acknowledged by the Fund that HFS and/or its affiliates
will also be providing such services to the Fund and that HFS (and not SEI) is
responsible for such compliance procedures and adherence to investment objectives,
policies, restrictions, and applicable laws and regulations. Provide accounting and
financial information for board of directors, if any, and provide venue for meetings,
coordinate the schedule, agenda and production of meeting materials, attend meetings,
if necessary. Subject to the terms of the Agreement (including, without limitation,
Article 2 (other than the provision thereof requiring SEI to obtain consent for use of
certain subcontractors)), the Fund acknowledges and agrees that SEI may, at its own
expense, engage legal service providers to assist SEI in providing such the Services
described in this paragraph (6). |
| 7) | Fund Performance Reporting — calculate daily, monthly, quarterly, year-to-date and,
to the extent the necessary data has been provided to SEI, inception to date ,net
rates of return, compare returns to relevant benchmarks and/or to
Third Party Vendors. |
| 8) | Income and Expense Reviews — implement expense budgets prepared by the Fund, set
expense accruals, monitor fund expense caps, calculate any fee reductions or rebates,
pay fund expenses after approval by the Fund, evaluate budget to monitor that expenses
charged are consistent with contractually agreed amounts. |
| 9) | Tax Support — provide, in sufficient detail and in a format reasonably acceptable
to the Fund and the Fund’s external auditors, portfolio lot level trade activity and
any other report and information necessary for the tax year to support the tax
analysis, adjustment analysis, and tax form preparation by the external auditors if
such other report or information is customarily provided by fund administrators and
such report or information may be generated by SEI with commercially reasonable
efforts; provide investor break period capital activity, ownership percentages and
book basis allocations to support the tax allocation preparation by the external
auditors; and provide investor demographic information to support the tax form
preparation by the Fund’s external auditors. |
| 10) | Fund Investment Documents — prepare, sign and distribute fund investment
subscriptions, additional contributions, redemption requests, transfer documentation,
re-registration forms and proxy voting responses on an ongoing basis upon written
instruction from the Fund in accordance with the terms of the
Agreement. |
| 11) | Money Movement — make all necessary payments on behalf of the Fund using funds
available in the Fund’s bank accounts upon proper instructions from the Fund,
including in connection with investments, and payments of redemption proceeds and
other expenses in accordance with the terms of this Agreement.
|
| 12) | Leverage Facilities — record all necessary borrowing requests by the Fund under
credit or other leverage facilities (whether in the form of indebtedness for borrowed
money, derivative instruments or otherwise) to cover cash requirements of the Fund.
Calculate accrued interest and commitment fees and make payments in accordance with
the terms of the leverage facilities. Apply available cash to reduce outstanding
borrowings where instructed to do so by the Fund. |
Accounting Services:
| 1) | Calculation of Daily Estimated Net Asset Value — calculate daily estimated NAV in accordance
with accounting policies established by or on behalf of the Fund and provided to SEI by
compiling available information regarding the investments of the underlying funds and
managers, updating market value of investments through standard pricing agents, and
appropriate pricing services, and information provided by the Fund or its delegates. Enter
manual prices where necessary, review changes in NAV for reasonableness, check individual
security price variations, and complete variance analysis on currency exchange rates via
automated reporting. Calculate daily income and expense accruals (including but not limited
to administration fees, incentive fees and management fees) and
record other expense accruals |
| 2) | Calculate Monthly Adjusted Estimated and Final Net Asset Value — calculate the adjusted
estimated (based on final estimated valuations received by the underlying funds and managers)
and final NAV for the Fund as of each month-end (and at such other times as may be required
pursuant to the Fund Documents) by compiling available information regarding the investments
of the underlying funds and managers, updating market value of investments through standard
pricing agents, and appropriate pricing services, and information provided by the Fund or its
delegates in accordance with the Fund Documents and such reasonable valuation procedures as
may be adopted from time to time by the Fund and that have previously been provided to SEI.
Enter manual prices where necessary, review changes in NAV for reasonableness, check
individual security price variations, and complete variance analysis on currency exchange
rates via automated reporting. Calculate daily income and expense accruals (including but not
limited to administration fees, incentive fees and management fees) and record other expense
accruals. If requested by the Fund, compare estimated NAVs and final NAVs provided by
underlying funds (or their designees) and report discrepancies. |
| 3) | Reconcile Broker Statements — to the extent available, review and reconcile broker
statements on a daily basis for positions, cash balances, and transaction activity, and report
to the Fund any items deemed unusual in accordance with procedures to be agreed upon between
SEI and the Fund. |
| 4) | Reconcile Bank Statements- review and reconcile bank statements on a daily basis for cash
balances and transaction activity and report to the Fund any items deemed unusual in
accordance with procedures agreed between SEI and the Fund. Determine and report cash balances
to the Fund.
|
| 5) | Partnership Accounting Records — in accordance with the Fund Documents, allocate book basis
profit and loss, maintain side-pocket or designated capital accounts, calculate incentive /
performance re-allocation fee for each capital account, track high-water-xxxx and loss
recovery accounts. |
| 6) | Multi-Class/Multi-Series Accounting Records — process unit based funds using series
accounting methods for incentive fee treatment of interim subscriptions, and calculate
incentive fee accruals using series accounting on an automated
basis. |
| 7) | Verification and Recording of All Income Accruals for Fixed Income Issues — record daily
interest and amortization on securities, verify all interest and amortization calculations,
reconcile all coupon payments to the prime broker / custody
agent. |
| 8) | Monitoring Individual Equity Securities for Corporate Actions and Capital Changes — if
applicable, monitor corporate action information received from pricing agents, interface with
prime broker to monitor timely collection and postings or corporate actions, perform
xxxx-to-market analysis on exchange rate fluctuations of unsettled corporate actions,
calculate and record foreign withholding tax for the Fund. |
| 9) | Entering All Security Transactions Into Accounting Records — receive and record all
transactions from the Fund (or agent), verify security settlements with prime broker, maintain
a ledger of transactions, maintain individual tax lots for each security purchase / sale,
determine realized gains/loss on security trades, provide brokerage commission reporting, and
provide currency exchange rate realized and unrealized gain/loss
detail. |
| 10) | Entering All Investor Transactions into Accounting Records — process all activity identified
on the transfer agent’s records, reconcile all outstanding capital account balances to the
transfer agent’s records, and reconcile all other capital
changes. |
| 11) | Submission of Accounting Reports to the Fund (additional reports available) - portfolio
valuation (listing of holdings, cost basis, market value, unrealized appreciation /
depreciation, and percentage of portfolio), net asset value calculation, expense summary,
income statement, balance sheet, statement of changes in net assets, reconciliation reports
and other supporting schedules as required. |
Investor Servicing and Reporting:
| 1) | Processing & Reporting of Investor Activity - process new issues,
subscriptions, redemptions and transfers in accordance with the
Agreement, instruct money movements related to investor transactions, interface with
custody agent / prime broker, confirm transactions to investors, retain correspondence
and other information pertaining to investor registry, and mail account statements,
notice of meetings, and reports to investors.
|
| 2) | Maintain Fund Investor Records and Provide Investor Report Services — maintain
investor registry and investor files (including information regarding associated
parties to which such investors has requested reports to be sent). Provide
statements to investors (and their associated parties) on a monthly basis or as
frequently as may otherwise be agreed that set forth the value of an investor’s
interest. Provide investors (and their associated parties) with other quarterly and
annual reports deemed necessary or advisable by the Fund. |
| 3) | Investor Support Services — if requested by the Fund, and at the direction thereof,
assist with investor (and associated party) inquiries and document requests, including
inquiries regarding capital account balances and transactions. Monitor for, and
assist in compliance with, agreements between HFS and/or the Fund and Fund investors
previously provided to SEI. |
Subject to the terms of the Agreement (including, without limitation, Article 2 (other than the
provision thereof requiring SEI to obtain consent for use of certain subcontractors)), the Fund
acknowledges and agrees that SEI may, at its own expense, subcontract typesetting, printing and
mailing/distribution services to Third Party Vendors.
SEI shall also provide such additional services in connection with the ongoing operations of the
Fund as may be reasonably requested by the Fund and that are customarily provided by administrators
of funds of funds/managers (i) as of the date of this Agreement, and (ii) from time to time
following the date of this Agreement to the extent that the performance of the services to be
provided pursuant to this clause (ii) do not result in any additional significant expense to SEI.
SEI shall also perform all actions necessary in order to perform the Services described herein in
accordance with the terms of the Agreement whether or not any such action is specifically described
or referenced herein.
