EXHIBIT 2(g)
FORM OF
INVESTMENT MANAGEMENT AGREEMENT
INVESTMENT MANAGEMENT AGREEMENT to be effective as of the [___] day of
[________], 2004 between X.X. XXXXXX MULTI-STRATEGY FUND, L.L.C., a Delaware
limited liability company (the "Fund"), and X.X. XXXXXX ALTERNATIVE ASSET
MANAGEMENT, INC., a Delaware corporation (the "Investment Manager").
WHEREAS, the Fund has been organized for the purpose of allocating
discrete pools of its capital among portfolio managers (the "Portfolio
Managers") that invest through investment pools or managed accounts in a variety
of markets and that employ, as a group, a range of investment techniques and
strategies, as described in the Private Placement Memorandum of the Fund, as it
may be amended and supplemented from time to time (the "Private Placement
Memorandum"), and the Fund desires to avail itself of the experience, sources of
information, advice, assistance and facilities of the Investment Manager, and
desires to have the Investment Manager perform for it various investment
management services;
WHEREAS, the Investment Manager is willing to perform such services
under the terms and conditions hereinafter set forth;
WHEREAS, the Investment Manager has received a copy of the Amended and
Restated Limited Liability Company Agreement ("LLC Agreement") of the Fund, in
effect as of the date of this Agreement, and the Private Placement Memorandum;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and for other good and valuable consideration the receipt whereof is
hereby acknowledged, the parties hereto agree as follows:
1. Appointment of the Investment Manager. The Investment Manager
will act as investment manager to the Fund and will be responsible for all
investment decisions, either directly or indirectly through the selection and
monitoring of the Portfolio Managers through which the assets of the Fund will
be invested. The Investment Manager undertakes to give the Fund the benefit of
its best judgment, efforts and facilities in rendering its services.
2. Authority of the Investment Manager. Subject to Section 5, and
in connection with its obligations under this Agreement, the Investment Manager
will have the authority for and in the name of the Fund (including, to the
extent applicable, any subsidiary of the Fund) to manage the investment and
reinvestment of the assets of the Fund and to continuously review, supervise and
administer the investment program of the Fund subject to oversight by the Fund's
Board of Directors (the "Board of Directors") and in accordance with the
investment objective and policies described in the Private Placement Memorandum.
Without limiting the generality of the foregoing, the Investment Manager is
specifically authorized to:
(a) invest discrete portions of the Fund's assets (which
may constitute, in the aggregate, all of the Fund's assets) in
unregistered investment funds or other investment vehicles and
registered investment companies ("Investment Funds") that are managed
by Portfolio Managers, which investments shall be subject in each case
to the terms and conditions of the respective governing documents
utilized by each Portfolio Manager;
(b) invest discrete portions of the Fund's assets (i) in
separate investment vehicles for which the Portfolio Managers serve as
general partners, managing members and/or investment managers and in
which the Fund is the sole investor ("Sub-Funds") and (ii) with
Portfolio Managers who are retained to manage the Fund's assets
directly through separately managed accounts (Sub-Funds and separately
managed accounts are collectively referred to as "Separately Managed
Accounts"; Portfolio Managers of Separately Managed Accounts are
referred to as "Subadvisers");
(c) invest the Fund's assets in any type of instrument it
deems appropriate for the purpose of (i) hedging currency risk when the
Fund makes an investment in an Investment Fund or directly in
securities denominated in a currency other than the U.S. dollar and
(ii) fulfilling the investment objective of the Fund as described in
the Private Placement Memorandum;
(d) invest the cash balances of the Fund in any
instruments it deems appropriate and to reinvest any income earned
thereon in accordance with the investment program of the Fund;
(e) borrow or raise monies, on behalf of the Fund, and,
from time to time issue, accept, endorse and execute promissory notes,
drafts, bills of exchange, warrants, bonds, debentures and other
negotiable or non-negotiable instruments and evidences of indebtedness,
and secure the payment of such or other obligations by mortgage upon,
or hypothecation or pledge of, all or part of the property of the Fund,
whether at the time owned or thereafter acquired, when deemed
appropriate by the Investment Manager, including, without limitation,
to meet repurchases that would otherwise result in the premature
liquidation of investments;
(f) open, maintain and close bank accounts and brokerage
accounts in the name of the Fund and draw checks or other orders for
the payment of monies in respect of those accounts, and issue
instructions and authorizations to brokers regarding securities and/or
money therein, subject to the oversight of the Board of Directors;
(g) do any and all acts on behalf of the Fund, and
exercise all rights of the Fund, with respect to its interest in any
person, firm, corporation or other entity, including, without
limitation, the voting or abstention from voting of limited liability
company interests, limited partnership interests, shares or other
interests of the Investment Funds and Sub-Funds, participation in
arrangements with creditors, the institution and settlement or
compromise of suits and administrative proceedings and other like or
similar matters;
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(h) subject to the Investment Company Act of 1940 (the
"1940 Act"), and any interpretations of that Act, invest in one or more
Investment Funds through an intermediate entity in which other accounts
or funds managed by the Investment Manager may have an interest or
allocate portions of the Fund's assets to Portfolio Managers affiliated
with the Investment Manager, but not on terms more favorable to such
affiliates than could be obtained through arm's-length negotiation;
(i) advise the Board of Directors in connection with any
proposed changes to the Fund's investment guidelines, policies or
strategies from time to time in order to meet the Fund's investment
objective;
(j) supply the Fund's administrator, custodian, escrow
agent, or other service providers to the Fund, with such information
and instructions as may be necessary to enable such person or persons
to perform their duties in accordance with the applicable agreements;
(k) effect all registrations or other filings required by
any governmental or similar agency with respect to the Fund;
(l) authorize any employee or other agent of the
Investment Manager or agent or employee of the Fund to act for and on
behalf of the Fund in all matters incidental to the foregoing; and
(m) engage personnel, whether part-time or full-time,
attorneys and independent accountants or such other persons as the
Investment Manager may deem necessary or advisable.
Subject to Section 3(b) of this Agreement, the Investment Manager may
be assisted in performing its services hereunder by sub-managers or consultants
that it selects.
3. Policies of the Fund.
(a) The activities engaged in by the Investment Manager
on behalf of the Fund shall be subject to the policies and control of
the Board of Directors.
(b) The selection of Subadvisers by the Investment
Manager will be subject to the approval by the Board of Directors in
accordance with requirements of the 1940 Act and a vote of a majority
of the outstanding voting securities of the Fund unless the Fund acts
in reliance on exemptive, interpretive or other relief granted by the
Securities and Exchange Commission (the "SEC") from the provisions of
the 1940 Act requiring such approval by security holders.
(c) The Fund and the Investment Manager agree to furnish
to each other current prospectuses, proxy statements, reports to
members or shareholders, true and complete copies of their financial
statements, and such other information with regard to their affairs as
each may reasonably request. The Investment Manager will provide the
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Fund with records concerning the Investment Manager's activities that
the Fund is required to maintain and to render regular reports to the
Fund's officers and the Board of Directors concerning the Investment
Manager's discharge of its responsibilities.
4. Status of the Investment Manager.
(a) The Investment Manager will for all purposes be an
independent contractor and not an employee of the Fund, nor will
anything in this Agreement be construed as making the Fund a partner or
co-venturer with the Investment Manager or any of its affiliates or
clients. The Investment Manager shall have no authority to act for,
represent, bind or obligate the Fund except as specifically provided in
this Agreement or as specifically approved by the Board of Directors.
(b) The Fund authorizes affiliates of the Investment
Manager to provide services relating to the investment or trading of
securities for the Fund and to retain compensation in connection with
the transactions, provided that any such affiliate discloses, at least
annually, and as may be required under the Fund's Rule 17e-1
Procedures, as amended from time to time with notice to the Investment
Manager (the "Procedures"), the amount of the commission it has
received and that the amount of such compensation is permissible under
the Procedures. This authorization is executed and delivered pursuant
to Section 11(a) of the Securities Exchange Act of 1934 and Rule
11a2-2(T) under that Act.
(c) The Investment Manager is registered with the
Commodity Futures Trading Commission (the "CFTC") as a commodity
trading advisor, but has claimed exemption from registration in such
capacity with respect to its provision of commodity interest trading
advice to the Fund. The Investment Manager will provide commodity
interest trading advice to the Fund as if the Investment Manager were
exempt from registration as a commodity trading advisor.
5. Conduct of the Investment Manager. All actions engaged in by
the Investment Manager under this Agreement will at all times conform to and be
in accordance with the requirements imposed by:
(a) any provisions of applicable law;
(b) provisions of the LLC Agreement as such LLC Agreement
may be amended, supplemented or revised from time to time, provided
that the Investment Manager will not be obligated to follow any
amendment to the LLC Agreement that increases its obligations,
responsibilities or liabilities until it has received actual notice of
the amendment; and
(c) such policies and procedures as may be adopted from
time to time by the Board of Directors, provided that the Investment
Manager will not be obligated to follow any such policies or procedures
that increases its obligations, responsibilities or liabilities until
it has received actual notice of the policy or procedure.
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6. Reimbursement of Legal and Other Professional Expenses. The
Investment Manager, in its discretion, may rely upon the advice of legal
counsel, independent accountants and other professional advisors to the Fund in
connection with the performance of its activities on behalf of the Fund under
this Agreement, and the Fund shall bear full responsibility therefor and the
expense of any fees and disbursements arising from the use of such professional
advisors.
7. Fees.
(a) The Fund shall pay the Investment Manager as full
compensation for the services performed by the Investment Manager a
fixed monthly fee payable monthly (the "Management Fee") equal to
0.1375% (1.65% on an annualized basis) of the month-end capital account
balance of each member of the Fund (each, a "Member", and collectively,
the "Members"), before giving effect to repurchases, repurchase fees
(if any) or the Incentive Allocation, and after giving effect to other
expenses (all as computed pursuant to the LLC Agreement). The
Management Fee shall be appropriately prorated in the event that this
Agreement becomes effective as of a date other than the beginning of a
month or terminates as of a date other than the end of a month.
(b) Payment of the Management Fee shall be made in
arrears within 20 days after the end of each month. The Investment
Manager may rebate, out of its own resources and in its sole
discretion, a portion of the Management Fee with respect to certain
investors. A portion of the Management Fee may be paid by, or at the
direction of, the Investment Manager to Placement Agents that assist in
the placement of Interests and may be affiliated with the Investment
Manager, and any such payments will be in addition to the direct
placement fees paid by investors.
(c) Each payment for services to the Investment Manager
shall be accompanied by a report of the Fund, prepared either by the
Fund's administrator or by an established firm of independent public
accountants, which shows the amount properly payable to the Investment
Manager under this Agreement, and the manner of computation thereof.
8. Expenses of the Fund. The Fund will pay or assume all ordinary
operating expenses of the Fund in accordance with the terms of the LLC
Agreement, other than expenses assumed by the Investment Manager pursuant to
this Agreement.
9. Expenses of the Investment Manager. The Investment Manager
will bear all of its own costs incurred in providing investment advisory
services to the Fund, including travel and other expenses related to the
selection and monitoring of Portfolio Managers, as well as its other ordinary
operating expenses.
10. Representations and Warranties.
(a) The Investment Manager represents and warrants that:
(i) it has obtained all applicable licenses, permits, registrations,
memberships and approvals that may be
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required in order to serve in its designated capacities with respect to
this Agreement, and will continue to keep current those licenses,
permits, registrations, memberships and approvals for so long as this
Agreement is in effect; (ii) it is in material compliance with all
requirements of applicable federal securities and commodities laws,
regulations and rules, including the regulations and rules of the SEC,
the CFTC and all other laws, rules or regulations applicable to it or
its activities; (iii) it will immediately notify the Fund of the
occurrence of any event that would disqualify it from serving in its
designated capacities with respect to this Agreement; (iv) it has the
capacity and authority to perform its obligations under this Agreement;
(v) this Agreement has been duly and validly authorized, executed and
delivered on behalf of the Investment Manager and is a valid and
binding agreement of the Investment Manager enforceable in accordance
with its terms; and (vi) entry into this Agreement will not breach or
cause to be breached any undertaking, agreement, contract, statute,
rule or regulation to which it is a party or by which it is bound which
would materially limit or affect the performance of its duties under
this Agreement.
(b) The Fund represents and warrants that: (i) it is a
limited liability company duly formed and validly existing under the
laws of the State of Delaware and has full power and authority to
perform its obligations under this Agreement; (ii) it has the capacity
and authority to enter into this Agreement; (iii) the person that would
be deemed to be the Fund's commodity pool operator has claimed
exclusion from such status pursuant to CFTC Rule 4.5; (iv) this
Agreement has been duly and validly authorized, executed and delivered
on behalf of the Fund and is a valid and binding agreement of the Fund
enforceable in accordance with its terms; and (v) entry into this
Agreement will not breach or cause to be breached any undertaking,
agreement, contract, statute, rule or regulation to which it is a party
or by which it is bound that would materially limit or affect the
performance of its duties under this Agreement.
11. Liability of Investment Manager. In the absence of (a) willful
misfeasance, bad faith or negligence on the part of the Investment Manager in
performance of its obligations and duties under this Agreement, (b) reckless
disregard by the Investment Manager of its obligations and duties under this
Agreement, or (c) a loss resulting from a breach of fiduciary duty with respect
to the receipt of compensation for services (in which case any award of damages
will be limited to the period and the amount set out in Section 36(b)(3) of the
1940 Act), the Investment Manager will not be subject to any liability
whatsoever to the Fund, or to any Member of the Fund for any error of judgment,
mistake of law or any other act or omission in the course of, or connected with,
rendering services under this Agreement including, without limitation, for any
losses that may be sustained in connection with the purchase, holding,
redemption or sale of any security on behalf of the Fund.
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12. Indemnification.
(a) To the fullest extent permitted by law, the Fund
will, subject to Section 12(c) of this Agreement, indemnify the
Investment Manager (including for this purpose each officer, director,
member, partner, principal, employee or agent of, or any person who
controls, is controlled by or is under common control with, the
Investment Manager, and their respective executors, heirs, assigns,
successors or other legal representatives) (each such person being
referred to as an "indemnitee") against all losses, claims, damages,
liabilities, costs and expenses ("Losses," and individually, a "Loss")
arising by reason of being or having been Investment Manager to the
Fund, or the past or present performance of services to the Fund in
accordance with this Agreement by the indemnitee, except to the extent
that the Loss has been determined in a final judicial decision on the
merits from which no further right of appeal may be taken in any
action, suit, investigation or other proceeding, whether civil or
criminal ("Action"), to have been incurred or suffered by the
indemnitee by reason of willful misfeasance, bad faith, negligence, or
reckless disregard of the duties involved in the conduct of the
indemnitee's office ("disabling conduct"). Losses include, but are not
limited to, amounts paid in satisfaction of judgments, in compromise,
or as fines or penalties, and counsel fees and expenses incurred in
connection with the defense or disposition of any Action before any
judicial, arbitral, administrative or legislative body, in which the
indemnitee may be or may have been involved as a party or otherwise, or
with which the indemnitee may be or may have been threatened, while in
office or thereafter. The rights of indemnification provided under this
Section 12 are not to be construed so as to provide for indemnification
of an indemnitee for any liability (including liability under U.S.
federal securities laws that, under certain circumstances, impose
liability even on persons that act in good faith) to the extent (but
only to the extent) that indemnification of such liability would be in
violation of applicable law, but will be construed so as to effectuate
the applicable provisions of this Section 12.
(b) Expenses, including counsel fees and expenses,
incurred by any indemnitee (but excluding amounts paid in satisfaction
of judgments, in compromise, or as fines or penalties) may be paid from
time to time by the Fund in advance of the final disposition of any
Action upon receipt of an undertaking by or on behalf of the indemnitee
to repay to the Fund amounts paid if a determination is made that
indemnification of the expenses is not authorized under Section 12(a)
of this Agreement, so long as (1) the indemnitee provides security for
the undertaking, (2) the Fund is insured by or on behalf of the
indemnitee against Losses arising by reason of the indemnitee's failure
to fulfill his, her or its undertaking, or (3) a majority of the
directors (each, a "Director," and collectively, the "Directors") of
the Fund who are not "interested persons" (as that term is defined in
the 1940 Act) ("Independent Directors") (excluding any Director who is
either seeking advancement of expenses under this Agreement or is or
has been a party to any other Action involving claims similar to those
involved in the Action giving rise to a claim for advancement of
expenses under this Agreement) or independent legal counsel in a
written opinion determines, based on a review of readily available
facts (as opposed to a full trial-type inquiry), that reason exists to
believe that the indemnitee ultimately will be entitled to
indemnification.
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(c) With respect to the disposition of any Action
(whether by a compromise payment, pursuant to a consent decree or
otherwise) without a final decision on the merits by a court, or by any
other body before which the Action has been brought, that an indemnitee
was liable to the Fund or its Members by reason of disabling conduct,
indemnification will be provided in accordance with Section 12(a) of
this Agreement if (1) the indemnification is approved as in the best
interests of the Fund by a majority of the Independent Directors
(excluding any Director who is either seeking indemnification under
this Agreement or is or has been a party to any other Action involving
claims similar to those involved in the Action giving rise to a claim
for indemnification under this Agreement) upon a determination, based
upon a review of readily available facts (as opposed to a full
trial-type inquiry), that the indemnitee acted in good faith and in the
reasonable belief that the actions were in the best interests of the
Fund and that the indemnitee is not liable to the Fund or its Members
by reason of disabling conduct, or (2) the Directors secure a written
opinion of independent legal counsel, based upon a review of readily
available facts (as opposed to a full trial-type inquiry), to the
effect that indemnification would not protect the indemnitee against
any liability to the Fund or its Members to which the indemnitee would
otherwise be subject by reason of disabling conduct.
(d) Any indemnification or advancement of expenses made
in accordance with this Section 12 will not prevent the recovery from
any indemnitee of any amount if the indemnitee subsequently is
determined in a final judicial decision on the merits in any Action
involving the liability or expense that gave rise to the
indemnification or advancement of expenses to be liable to the Fund or
its Members by reason of disabling conduct. In any suit brought by an
indemnitee to enforce a right to indemnification under this Section 12,
it will be a defense that the indemnitee has not met the applicable
standard of conduct described in this Section 12. In any suit in the
name of the Fund to recover any indemnification or advancement of
expenses made in accordance with this Section 12 the Fund will be
entitled to recover the expenses upon a final adjudication from which
no further right of appeal may be taken. In any suit brought to enforce
a right to indemnification or to recover any indemnification or
advancement of expenses made in accordance with this Section 12, the
burden of proving that the indemnitee is not entitled to be
indemnified, or to any indemnification or advancement of expenses,
under this Section 12 will be on the Fund (or on any Member acting
derivatively or otherwise on behalf of the Fund or its Members).
(e) An indemnitee may not satisfy any right of
indemnification or advancement of expenses granted in this Section 12
or to which he, she or it may otherwise be entitled except out of the
assets of the Fund, and no Member will be personally liable with
respect to any such claim for indemnification or advancement of
expenses.
(f) The rights of indemnification provided in this
Section 12 will not be exclusive of or affect any other rights to which
any person may be entitled by contract or otherwise under law. Nothing
contained in this Section 12 will affect the power of the
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Fund to purchase and maintain liability insurance on behalf of the
Investment Manager or any other indemnitee.
13. Activities of the Investment Manager and Others. The
Investment Manager and its affiliates may engage, simultaneously with their
investment management activities on behalf of the Fund, in other businesses and
make investments for their own accounts, and may render services similar to
those described in this Agreement for other individuals, companies, trusts or
persons, and shall not by reason of such engaging in other businesses, making
such investments or rendering of services for others be deemed to be acting in
conflict with the interests of the Fund. Notwithstanding the foregoing, the
Investment Manager shall devote sufficient time to the management of the Fund's
assets as is necessary to supervise the investment activities of the Fund.
14. Permissible Interests. Subject to and in accordance with the
LLC Agreement and the organizational documents of the Investment Manager (the
"Investment Manager Organizational Documents"), (a) Directors (other than those
identified as "disinterested" in the Fund's Private Placement Memorandum),
officers, employees, agents and Members of the Fund are or may be interested in
the Investment Manager (or any successor thereof) as directors, officers,
agents, shareholders or otherwise; (b) directors, officers, employees, agents
and shareholders of the Investment Manager are or may be interested in the Fund
as Directors (other than those identified as "disinterested" in the Fund's
Private Placement Memorandum), officers, Members or otherwise; and (c) the
Investment Manager (or any successor) is or may be interested in the Fund as a
Member or otherwise. The effect of any such interrelationships will be governed
by the LLC Agreement, the Investment Manager Organizational Documents, the
provisions of the 1940 Act and the provisions of the Investment Advisers Act of
1940.
15. Term. This Agreement will become effective as of the date
first written above and will continue for an initial two-year term, and will
continue thereafter so long as the continuance is specifically approved at least
annually (a) by a majority vote of the Directors who are not parties to this
Agreement or interested persons of any party to this Agreement, cast in person
at a meeting called for the purpose of voting on such approval, and (b) by a
majority vote of the Board of Directors or by a vote of a majority of the
outstanding voting securities of the Fund; provided however, that if the Members
of the Fund fail to approve the Agreement as provided in this Section 15, the
Investment Manager may continue to serve in such capacity in the manner and to
the extent permitted by the 1940 Act and the rules under that Act. This
Agreement may be terminated by the Fund at any time, without the payment of any
penalty, by vote of a majority of the Board of Directors or by vote of a
majority of the outstanding voting securities of the Fund on 60 days' written
notice to the Investment Manager. This Agreement may be terminated by the
Investment Manager at any time, without the payment of any penalty, upon 60
days' written notice to the Fund.
16. Use of Name. The Fund acknowledges that it adopted its name
through the permission of the Investment Manager. The Investment Manager hereby
consents to the non-exclusive use by the Fund of "X.X. Xxxxxx" in its name only
so long as the Investment Manager or one of its affiliates serves as the
investment manager of the Fund. The Fund agrees to indemnify and hold harmless
the Investment Manager and its affiliates from and against any and
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all costs, losses, claims, damages or liabilities, joint or several, including,
without limitation, attorney's fees and disbursements, which may arise out of
the Fund's use or misuse of the name "X.X. Xxxxxx Multi-Strategy Fund, L.L.C."
or out of any breach of or failure to comply with this Section 16.
17. Miscellaneous.
(a) Definitions. Capitalized terms used and not otherwise
defined in this Agreement shall have the same meaning as in the Private
Placement Memorandum. As used in this Agreement, the terms
"assignment," "interested persons," and a "vote of a majority of the
outstanding voting securities" will have the respective meanings set
forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the
1940 Act, and relevant interpretations of those sections.
(b) Notices. Any notice, consent or other communication
made or given in connection with this Agreement shall be in writing and
shall be deemed to have been duly given when delivered or five days
after mailed by certified mail, return receipt requested, as follows:
If to the Investment Manager:
X.X. Xxxxxx Alternative Asset Management, Inc.
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxxxx
If to the Fund:
X.X. Xxxxxx Multi-Strategy Fund, L.L.C.
c/o PFPC Inc.
000 Xxxxxxxx Xxxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxx X. Xxxxxxxx
(c) Entire Agreement. This Agreement contains all of the
terms agreed upon or made by the parties relating to the subject matter
of this Agreement, and supersedes all prior and contemporaneous
agreements, negotiations, correspondence, undertakings and
communications of the parties, oral or written, respecting such subject
matter.
(d) Amendments and Waivers. This Agreement may be amended
by mutual consent, but the consent of the Fund must be approved, if
required by the 1940 Act, (a) by vote of a majority of those members of
the Board of Directors who are not parties to this Agreement or
interested persons of any party to this Agreement, cast in person at a
meeting called for the purpose of voting on such amendment, and (b) by
vote of a majority of the outstanding voting securities of the Fund.
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(e) Binding Effect; Assignment. This Agreement will
automatically and immediately terminate in the event of its assignment,
provided that an assignment to a successor to all or substantially all
of the Investment Manager's business or to a wholly owned subsidiary of
such successor that does not result in a change of actual control of
the Investment Manager's business or management will not be deemed to
be an assignment for the purposes of this Agreement.
(f) Governing Law. Notwithstanding the place where this
Agreement may be executed by any of the parties to this Agreement, the
parties expressly agree that all terms and provisions of this Agreement
shall be governed by and construed in accordance with the laws of the
State of New York, United States applicable to agreements made and to
be performed entirely in that jurisdiction, without regard to such
jurisdiction's conflict of laws provisions.
(g) Headings. The headings contained in this Agreement
are intended solely for convenience and shall not affect the rights of
the parties to this Agreement.
(h) Counterparts. This Agreement may be signed in any
number of counterparts with the same effect as if the signatures to
each counterpart were upon a single instrument, and all such
counterparts together shall be deemed an original of this Agreement.
(i) Survival. The provisions of Sections 6, 7, 8, 12, and
17(f) of this Agreement will survive the termination of this Agreement.
(j) Fund Obligations. The parties to this Agreement agree
that the obligations of the Fund under this Agreement will not be
binding upon any of the Directors, Members or any officers, employees
or agents, whether past, present or future, of the Fund, individually,
but are binding only upon the assets and property of the Fund.
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IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
executed as of the date first written above.
X.X. XXXXXX MULTI-STRATEGY
FUND, L.L.C.
By: Xxxxxxx Associates, L.L.C., its Managing
Member
By: _________________________________________
Name:
Title:
X.X. XXXXXX ALTERNATIVE ASSET
MANAGEMENT, INC.
By: _________________________________________
Name:
Title:
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