FUND SERVICING AGREEMENT BY AND BETWEEN HATTERAS CAPITAL INVESTMENT MANAGEMENT, LLC AND HATTERAS GLOBAL PRIVATE EQUITY PARTNERS INSTITUTIONAL, LLC
BY AND
BETWEEN
HATTERAS
CAPITAL INVESTMENT MANAGEMENT, LLC
AND
________________,
2009
FUND
SERVICING AGREEMENT, made as of the __ day of _________, 200_, by and between
Hatteras Capital Investment Management, LLC, a limited liability company formed
under the laws of the State of Delaware (“Hatteras”), and Hatteras Global
Private Equity Partners Institutional, LLC (the “Fund”), on the
other.
RECITAL
WHEREAS,
the Fund desires to retain Hatteras to provide, or to retain service providers
(“Service Providers”) to provide, certain fund services
(“Fund Services”) to the Fund;
WHEREAS,
the Fund is registered under the Investment Company Act of 1940 (the “Investment
Company Act) and is subject to regulation as such under applicable federal
securities laws;
WHEREAS,
units of membership interest in the Fund (“Units”) are offered for purchase to
customers that are qualified investors; and
WHEREAS,
Hatteras desires to provide, or retain Service Providers to provide,
Fund Services.
NOW
THEREFORE, in consideration of the terms and conditions herein contained, the
parties agree as follows:
1. Appointment
of Hatteras.
1. The
Fund hereby authorizes Hatteras to provide, and/or retain other Service
Providers, who have entered into an appropriate service provider agreement with
Hatteras, to provide one or more of the
Fund Services. Fund Services shall include, but
shall not be limited to:
(a) assisting
in the maintenance of Fund records containing information relating to any person
who shall have been admitted to the Fund as a member in such person’s capacity
as a member of the Fund (“Member”);
(b) providing
the Fund with personnel to perform such executive, administrative and clerical
services as are reasonably necessary to provide effective administration of the
Fund and Member services;
(c) as
agreed from time to time with the Boards of Managers of the Funds (the “Board”)
in accordance with Rule 38a-1 under the Investment Company Act,
making available the services of appropriate compliance personnel and resources
relating to compliance policies and procedures of the Fund;
(d) assisting
in the administration of meetings of the Board and its committees and the
Members;
(e) assisting
in administering subscriptions and tender offers, including assistance in the
preparation of regulatory filings and the transmission of cash between Members
and the Fund (or any successor thereto designated by the Fund);
(f) assisting
in arranging for, at the Fund’s expense, the preparation of all required tax
returns;
(g) assisting
in the periodic updating of the Fund’s confidential private placement memorandum
and statement of additional information, the preparation of proxy statements to
Members, and the preparation of reports filed with regulatory
authorities;
(h) providing
information and assistance as requested in connection with the registration of
the Fund’s Units in accordance with state securities requirements;
(i)
providing assistance in connection with the preparation of the Fund’s periodic
financial statements and annual audit as reasonably requested by the Board or
officers of the Fund or the Fund’s independent accountants; and
(j) supervising
other aspects of the Fund’s operations and providing other administrative
services to the Fund.
2. Fund
Servicing Fee.
(a) The
Fund will make payments to Hatteras within 45 days of the end of each calendar
quarter equal to .50% (on an annualized basis) of the aggregate value of
outstanding Units held by Members of the Fund determined as of the last day of
the quarter (before repurchases of Units or performance allocations) (the “Fund
Servicing Fee”). However, during the offering period of the Fund, the
Fund will make payments to Hatteras within 45 days of the end of each calendar
month equal to .50% (on an annualized basis) of the aggregate value of
outstanding Units held by Members of the Fund determined as of the last day of
the month (before repurchases of Units or performance allocations).
(b) Hatteras
may pay amounts pursuant to this Section 2 to any Service Provider, including
any “affiliated person” (as that term is defined in the Investment Company Act)
of Hatteras, if such person provides Fund Services.
(c) Hatteras
may, in its sole discretion, waive or pay all or a portion of the Fund Servicing
Fee to Service Providers.
3. Duties
of Hatteras.
(a) Hatteras
agrees to retain the Service Providers to provide Fund Services and to
compensate such Service Providers for their services.
(b) Hatteras
shall maintain all books and records of the Fund required by Rule 31a-1 under
the Investment Company Act (other than those records being maintained by the
Fund’s distributor, administrator, custodian or transfer agent) and preserve
such records for the periods prescribed therefore by Rule 31a-2 of the
Investment Company Act.
4. Liability
of the Fund. Hatteras understands and agrees that the obligations of
the Fund under this Agreement are several and not joint, and are not binding
upon any Member or any person serving on the Board of the Fund personally, but
bind only the Fund and the property of the Fund severally and not
jointly. Hatteras represents that it has notice of the provisions of
the Fund’s organizational documents disclaiming Member and Director liability
for acts and obligations of the Fund.
5. Duration. This
Agreement will take effect on the date first set forth above. Unless earlier
terminated pursuant to paragraph 7 hereof, this Agreement shall remain in effect
for a period of two (2) years from such date and thereafter from year to
year.
6. Amendment. Any
amendment to this Agreement shall be in writing and shall be subject to the
approval of the Board of the Fund.
7. Termination. This
Agreement may be terminated with respect to a particular Fund (i) by Hatteras at
any time without penalty upon sixty days’ written notice to the Fund (which
notice may be waived by the Fund); or (ii) by the Fund at any time without
penalty upon sixty days’ written notice to Hatteras (which notice may be waived
by Hatteras). Any termination of this Agreement shall not affect the
obligation of the Fund to pay the Fund Servicing Fee to Hatteras prior to such
termination.
8. Choice
of Law. This Agreement shall be governed by the laws of the State of
Delaware applicable to agreements made and to be performed entirely within the
State of Delaware (without regard to any conflicts of law principles
thereof). Any question of interpretation of any term or provision of
this Agreement having a counterpart in or otherwise derived from a term or
provision of the Investment Company Act shall be resolved by reference to such
term or provision of the Investment Company Act and to interpretations thereof,
if any, by the United States courts or, in the absence of any controlling
decision of any such court, by rules, regulations or orders of the Commission
issued pursuant to the Investment Company Act. In addition, where the
effect of a requirement of the Investment Company Act reflected in any provision
of this Agreement is revised by rule, regulation or order of the Commission,
such provision shall be deemed to incorporate the effect of such rule,
regulation or order.
* * *
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and year
first above written.
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HATTERAS
CAPITAL INVESTMENT MANAGEMENT, LLC
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By:
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Name: ▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
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Title: President
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By:
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Name: ▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
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Title: President
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