EXHIBIT Item 24(2)(k)(3)
MEMBER SERVICES AGREEMENT
AGREEMENT, made as of the ___ day of ____________, 2004, by and between
FAM DISTRIBUTORS, INC. as servicing agent ("Service Agent"), and MULTI-STRATEGY
HEDGE OPPORTUNITIES LLC, a Delaware limited liability company (the "Fund").
WITNESSETH:
WHEREAS, the Fund is registered under the Investment Company Act of 1940,
as amended (the "Investment Company Act"), as a closed-end, non-diversified,
management investment company;
WHEREAS, the Service Agent is in the business of providing shareholder and
other services to registered and unregistered investment companies; and
WHEREAS, the Fund wishes to retain the Service Agent to facilitate and
assist in the provision by broker-dealers and financial advisers of personal
investor services and account maintenance services ("Member Services") to
members of the Fund ("Members") that are customers of such broker-dealers and
financial advisors;
NOW, THEREFORE, in consideration of the terms and conditions herein
contained, the parties agree as follows:
Section 1. Appointment of the Service Agent.
(a) The Fund hereby authorizes the Service Agent to supply Member Services
and to retain broker-dealers and financial advisors whose clients purchase units
of the Fund ("Units") to provide Member Services to Members who are customers of
such broker-dealers and financial advisors (the "Member Service Providers").
Member Services shall include, but shall not be limited to:
(i) handling inquiries from Members regarding the Fund, including
but not limited to questions concerning their investments in the Fund,
capital account balances, and reports and tax information provided by the
Fund;
(ii) assisting in the enhancement of communications between Members
and the Fund;
(iii) assisting in the establishment and maintenance of Members'
accounts with the Fund;
(iv) assisting in the maintenance of Fund records containing Member
information, such as changes of address; and
(v) providing such other information and Member Services as may be
reasonably requested by the Fund or, in the case of Member Service
Providers, by the Service Agent.
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Section 2. Member Servicing Fee.
(a) In recognition of the provision of Member Services by the
Service Agent and the payments the Service Agent will make to the Member
Service Providers that provide Member Services (if any), the Fund will pay
the Service Agent a monthly fee computed at the annual rate of 0.25% of
the average net assets of the Fund (the "Member Servicing Fee").
(b) In accordance with the National Associate of Securities Dealers,
Inc.'s Conduct Rules, the Service Agent shall cap its fees at 5% of the
total aggregate offering price of the Units.
(c) The Service Agent may pay amounts pursuant to this Section 2 to
any affiliated person of the Service Agent if such affiliated person is a
Member Service Provider.
Section 3. Duties of the Service Agent.
(a) The Service Agent shall provide Member Services to Members that
are customers of the Service Agent.
(b) The Service Agent agrees, at the request of the Fund, to retain
the Member Service Providers to provide Member Services to their customers
who are Members and to compensate such Member Service Providers for their
services.
(c) The Service Agent shall report to the Board of Directors of the
Fund (the "Board") at least annually, or more frequently as requested by
the Board, regarding: (i) the nature of the Member Services provided by
the Service Agent and the Member Service Providers (if any); (ii) the
amount of payments made by the Service Agent to such Member Service
Providers (if any); and (iii) the aggregate amount of Member Servicing
Fees paid by the Fund.
Section 4. Liability of the Fund.
The Service Agent understands and agrees that the obligations of the Fund
under this Agreement are not binding upon any Member or any person serving on
the Board (a "Director") personally, but bind only the Fund and the Fund's
property. The Service Agent represents that it has notice of the provisions of
the Fund's First Amended and Restated Limited Liability Company Agreement
disclaiming Member and Director liability for acts and obligations of the Fund.
Section 5. Duration.
This Agreement will take effect on the date first set forth above and
remain in effect until terminated pursuant to paragraph 6 or 7 hereof.
Section 6. Assignments or Amendment.
This Agreement may be amended by the parties only if such amendment is
specifically approved (i) by the Directors or by the vote of a majority of
outstanding voting securities of the Fund and (ii) by the vote of a majority of
those Directors who are not parties to
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this Agreement or "interested persons" of any such party cast in person at a
meeting called for the purpose of voting on such approval. This Agreement shall
automatically and immediately terminate in the event of its assignment.
Section 7. Termination.
This Agreement may be terminated at any time, without the payment of any
penalty, by the Directors or by vote of a majority of the outstanding voting
securities of the Fund, or by the Service Agent, on sixty days' written notice
to the other party. Any termination of this Agreement shall not affect the
obligation of the Fund to pay the Member Servicing Fee to the Service Agent
accrued prior to such termination.
Section 8. Choice of Law.
The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of the State of New York as at the time in effect and
the applicable provisions of the Investment Company Act. To the extent that the
applicable law of the State of New York, or any of the provisions herein,
conflict with the applicable provisions of the Investment Company Act, the
latter shall control.
Section 9. Terms.
The terms "vote of a majority of the outstanding voting securities,"
"assignment," and "interested person," when used in this Agreement, shall have
the respective meanings specified in the Investment Company Act.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
FAM DISTRIBUTORS, INC.
By:
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Name:
Title:
MULTI-STRATEGY HEDGE OPPORTUNITIES LLC
By:
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Name:
Title:
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