Exhibit (k)(1)
FORM OF ADMINISTRATION AGREEMENT
THIS ADMINISTRATION AGREEMENT (this "Agreement") is entered into as of
the [ ] day of [ ], 2005 (the "Effective Date") by and between Xxxxxxx
Xxxxx Hedge Fund Partners Registered Master Fund, LLC (the "Master Fund"),
a Delaware limited liability company, and SEI Investments Global Fund
Services, a Delaware business trust ("SEI").
WHEREAS, the Master Fund is registered with the Securities and
Exchange Commission (the "SEC") as a closed-end management investment
company under the Investment Company Act of 1940, as amended (the
"Investment Company Act"); and
WHEREAS, the Master Fund desires SEI to provide, and SEI is willing to
provide, fund accounting, administrative, transfer agency and other
services with respect to the Master Fund on the terms and conditions set
forth herein;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Master Fund and SEI, intending to be legally
bound, hereby agree as follows:
ARTICLE 1. Retention of SEI. The Master Fund hereby retains SEI to
furnish to the Master Fund the fund accounting, administrative, transfer
agency and other 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 Master Fund's limited liability company agreement (the "LLC
Agreement"), Private Placement Memorandum, and Statement of Additional
Information, 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). 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
Master Fund and (ii) shall not be obligated to provide any investment
advisory services to the Master 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 or Board of Managers 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 Master 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 Master Fund, which consent shall not be
unreasonably withheld or delayed, provided that SEI may, without the prior
written consent of the Master Fund, engage Third Party Vendors to perform
services that are not Core Services but that are necessary in order for SEI
to perform Core Services including, without limitation, pricing, printing,
postal or delivery, securities pricing, telecommunications, data feed,
processing and settlement services. 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 Master
Fund will promptly furnish SEI with copies, properly certified or
authenticated, of the governing documents for the Master Fund and, such
other existing documents as may be reasonably necessary to the performance
by SEI of the Services to the Master Fund. The Master Fund shall promptly
furnish to SEI any amendment or supplement to any documents so requested.
Subject to the overall supervision of the Master 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 Master
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 Master Fund, in accordance with written instructions
received from the Master 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 Master Fund. Any such instructions received by SEI
from the Master Fund shall be in accordance with the Master
Fund's investment objectives and policies, if any, as set
out in the applicable governing documents for the Master
Fund. 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 Master Fund in
writing of such refusal and provide the Master Fund with a
written explanation of the basis for such refusal; and
(ii) solely as agent for the Master Fund, establish one or more
deposit accounts with a banking institution previously
approved by the Master Fund (such approval by the Master
Fund not to be unreasonably withheld or delayed) into which
subscription and redemption proceeds with respect to the
Master Fund may be deposited or withdrawn from time to time,
using reasonable procedures submitted by SEI and approved by
the Master Fund (such approval not to be unreasonably
withheld or delayed). The parties acknowledge that SEI is
not acting as an investment adviser 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 Master 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 Master 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 Master Fund by a governmental agency or
self-regulatory organization), SEI shall permit representatives of the
Master Fund or Xxxxxxx Sachs Hedge Fund Strategies LLC, the Master Fund's
investment adviser (the "Adviser"), and/or one or more third party
organizations assisting the Master Fund or the Adviser (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 Master 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 Master Fund
or the Adviser). 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 Master Fund.
ARTICLE 3. Representations, Warranties and Covenants of SEI.
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(a) SEI represents and warrants to the Master 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 Master Fund that: SEI has
obtained all consents or made all required filings with appropriate
regulatory bodies (including 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 Master
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 Master Fund.
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(a) The Master 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 Master 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 Master 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 Master Fund, would not be
in compliance with applicable law, in which case SEI will promptly notify
the Master Fund of such determination in writing and provide the Master
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 the Master 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 Master Fund shall have the
right to terminate this Agreement on at least 45 days' written notice to
SEI.
(d) The Master 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
Master 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
Master Fund retained by the Master Fund or the Board of Managers of the
Master Fund (the "Board of Managers") to perform services for the Master
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 the Master 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 the Master Fund (other than
the fees of a subcontractor engaged by SEI).
ARTICLE 6. Compensation; Reimbursement of Expenses.
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(a) In consideration of SEI providing the Services, the Master Fund
shall pay or cause to be paid to SEI the fees and other charges set forth
in Exhibit B to this Agreement and as set forth in this Article 6. 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 Master Fund as of the applicable calendar month-end is
determined in accordance with the LLC Agreement (unless otherwise specified
in this Agreement). If the final net asset value of the Master Fund as of
the applicable month-end cannot be so determined within 30 days after such
month-end, the Master 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 Master Fund as of the applicable month-end, SEI shall send to the
Master Fund a written statement reconciling the estimated and actual fees
and charges; and, if such reconciliation requires (i) the Master Fund to
pay SEI additional fees and charges, the Master 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 Master Fund
with an overpayment of fees and charges, such credit shall be applied to
the next payment of fees and charges by the Master 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 Master 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
Master Fund following the delivery of such written statement. Unless
otherwise specified in this Agreement, 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 Master 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 Master 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 Master Fund will not be
responsible for such expenses in connection with periodic onsite visits by
SEI to the Master Fund's offices in Princeton, New Jersey or New York, New
York, or regularly scheduled meetings of the Board of Managers or other
governing body of the Master 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
Master Fund and have previously been agreed to by the Master Fund. Upon
request, SEI will provide the Master 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 Master 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 Master 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 Master Fund following the 15th business
day after the date on which SEI notifies the Master Fund in writing that
such payment is due).
ARTICLE 7. Standard of Care.
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(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 Master Fund or
any other person or entity) in acting upon and in accordance with any
written instructions (including, without limitation, written instructions
from the Master 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 Master Fund. Nor shall
SEI be held to have notice of any change of authority of any officers,
employee or agent of the Master Fund until receipt of written notice
thereof from the Master Fund. In addition, SEI shall be protected (and not
liable to the Master 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
Master 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 Master 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; 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 Master Fund's compliance
with its applicable investment policies, and any laws and regulations
governing the manner in which the Master 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 Master 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 the Master Fund or SEI, any
investment made by or on behalf of the Master Fund, or any act or omission
of the Master 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
Master Fund. 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 Master 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 Master Fund (including, for purposes of this paragraph, its affiliates
and their respective 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 Master Fund described in the preceding sentence that
results from an arbitration award, judicial order, undisputed contractual
obligation or a reasonable settlement by the Master Fund, in each case, in
connection with a claim by or dispute with a third party against the Master
Fund under an existing contractual obligation owing by the Master 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
another 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 Master Fund at any time for instructions and may,
with the prior consent of the Master Fund, which consent may not be
unreasonably withheld, consult counsel for the Master 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.
SEI and the Master Fund shall have a duty to mitigate damages for
which any 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 into which the Master Fund invests, or
their administrators, brokers and custodians in order to calculate the
Master Fund's net asset value (and the value of capital accounts of the
Master Fund's members or interests in the Master 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 Master Fund
(including the Board of Managers or the Master Fund's valuation committee
(the "Valuation Committee")) has determined that an underlying fund should
be valued differently than the prices provided by the underlying fund,
administrator, brokers or custodians, the price provided by the Master Fund
will be used to calculate the Master Fund's net asset value (and the value
of capital accounts of the Master Fund's members or interests in the Master
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.
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(a) This Agreement shall be in effect through and including the
one-year anniversary of the date of the initial sale of Interests in the
Master Fund to a party other than the Adviser or The Xxxxxxx Xxxxx Group,
Inc. (the "Initial Term"). After the Initial Term, the term of this
Agreement will automatically renew for additional one-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 Master Fund gives written
notice to the other party at least 90 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 Master Fund
in accordance with the provisions of Article 10(a); (ii) by the Master Fund
in accordance with the provisions of Article 4(c), or by any 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 Master
Fund, provided SEI has notified the Master Fund of the breach at least 90
days prior to the specified date of termination and the Master Fund has not
remedied such breach within 45 days of the date of such notice is received
by the Master Fund; or (iv) by the Master Fund on such date as is specified
in written notice given by the Master Fund, as applicable, 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 Master 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 Section 10(b), this Agreement
shall terminate upon the dissolution, liquidation, winding-up or
termination of the Master 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 Section 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 a member whose Protected Personal Information
was the subject of such breach requesting in writing the withdrawal or
redemption from the Master Fund all of the amounts invested by such member
within 60 days after the breach was first made known to such member.
(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, 8, 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 Master Fund and
the Master Fund is free to retain additional service providers at any time
in its sole discretion.
ARTICLE 12. Confidentiality.
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(a) SEI agrees on behalf of itself and its employees and officers to
treat confidentially all records and other information relative to the
Master 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 Master Fund. "Protected
Personal Information" shall mean information pertaining to investors in the
Master Fund that: (i) with respect to U.S. investors , 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 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 in countries outside of 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 Master 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 Master 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 Master 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 Master
Fund of such disclosure and to promptly meet with the Master Fund, if the
Master 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 Master Fund requests, SEI shall promptly make available
to the Master 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 Master 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
Master 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 including, but
not limited to, those records set forth in Rules 31a-1 and 31a-2 under the
Investment Company Act and such other records as may be customary for a
registered investment company to maintain. Any records prepared or
maintained by SEI on behalf of the Master Fund shall be prepared and
maintained at the expense of SEI, but shall be the property of the Master
Fund and will be made available to or surrendered promptly to the Master
Fund or its representatives on request.
In case of any request or demand for the inspection of such records by
another party, SEI shall notify the Master Fund and follow the Master
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, 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 Master 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 the Master Fund or their affiliates). Any commercial use of the content
or any other aspect of the Web Link requires the written permission of SEI.
Use of the Web Links by the Master 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 any person or entity
that is not a party hereto, including investors in the Master Fund. The
clients or customers of SEI or the Master Fund that are not parties hereto
(including investors in the Master Fund) will not be deemed to be third
party beneficiaries of this Agreement nor to have any other contractual
relationship with the parties 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. This Agreement shall not be assignable by
either party without the prior written consent of the other party;
provided, however, that the Master Fund agrees not to unreasonably withhold
its consent to an assignment or delegation by SEI of all or part of its
rights, responsibilities, or duties hereunder to any subsidiary, parent or
affiliate of SEI upon the provision of prior notice to the Master Fund,
provided that no such assignment or delegation will relieve 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 and in the event of any such assignment, SEI 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 Master Fund, c/o Goldman Xxxxx Hedge Fund
Strategies LLC, 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.
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 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, any 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 Master 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 Master
Fund, as applicable, shall verify the identity of the investors in the
Master 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 Master 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 Master 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, to FinCEN; and
(3) perform any other functions required by the
Regulations.
(c) The Master Fund and SEI understand and agree that the Master Fund
(or one or more of its affiliates) shall perform such anti-money laundering
compliance procedures with respect to the Master Fund as it reasonably
determines are required to be performed by the Master 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 Master Fund is compliant
with the Regulations. SEI agrees to certify to the Master 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 Master 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
REGISTERED MASTER FUND, LLC
By:
---------------------------------------
Name:
Title:
SEI INVESTMENTS GLOBAL FUND SERVICES
By:
---------------------------------------
Name:
Title:
EXHIBIT A
The Services
------------
ADMINISTRATION SERVICES:
(1) SUPPLY STATISTICAL DATA - supply various normal and customary
statistical data as may be reasonably requested by the Master 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 Master 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 (1).
(2) PREPARATION OF FINANCIAL STATEMENTS AND COORDINATE ANNUAL MASTER
FUND AUDITS, CAPITAL STATEMENTS, INVESTOR REPORTS AND GOVERNMENTAL OR
REGULATORY REPORTS AND FILINGS - prepare all financial statements and
required footnote disclosures and capital statements, 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 audit firm; send
financial statements to investors via mail, and complete necessary audit
assistance tables; coordinate the preparation of such reports and filings
as may be required by any governmental or regulatory authority with
jurisdiction over the Master Fund, including, but not limited to, the
filing of Forms N-SAR and N-CSR with the SEC; and prepare such additional
financial or statistical information as may be required for the proper
completion of any such reports or filings, and arrange for filing thereof
with the appropriate authority. 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 Master Fund pursuant to the Xxxxxxxx-Xxxxx
Act of 2002.
(3) MANAGE THE TENDER OFFER PROCESS - manage the tender offer process
in connection with periodic repurchases of Interests by the Master Fund,
including overseeing the preparation, filing and distribution of tender
offer documents, tracking member responses and tabulating tender offer
results.
(4) FACILITATE PREPARATION OF FEDERAL, STATE, AND LOCAL INCOME TAX
RETURNS - maintain and provide the information reasonably necessary in a
format acceptable to the Master Fund and the auditors of the Master 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 Master 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
Master Fund, it being acknowledged by the Master Fund that the Adviser
and/or its affiliates will also be providing such services to the Master
Fund and are responsible for such compliance procedures and adherence to
investment objectives, policies, restrictions, and applicable laws and
regulations. Provide accounting and financial information for the Board of
Managers, 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 Master 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) MASTER 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 Master Fund, set expense accruals, monitor fund expense caps, calculate
any fee reductions or rebates, pay fund expenses after approval by the
Master 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 Master 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 audit firm 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 audit firm; and provide investor demographic information to
support the tax form preparation by the Master Fund's external audit firm.
(10) MASTER 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 Master Fund
in accordance with the terms of the Agreement.
(11) MONEY MOVEMENT - make all necessary payments on behalf of the
Master Fund using funds available in the Master Fund's bank accounts upon
proper instructions from the Master 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
initiated by the Master 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 Master 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 Master
Fund.
ACCOUNTING SERVICES:
(1) CALCULATION OF DAILY ESTIMATED NET ASSET VALUE - calculate daily
estimated NAV in accordance with accounting policies established by the
Master 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 Master Fund
and 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
realized and unrealized gain/loss, 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 NAVs for the
Master Fund as of each month-end (and at such other times as may be
required pursuant to the governing 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 Master Fund
and its delegates in accordance with the LLC Agreement, and such reasonable
valuation procedures as may be adopted from time to time by the Master 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
Master 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 Master Fund any items deemed
unusual in accordance with procedures to be agreed upon between SEI and the
Master Fund.
(4) RECONCILE BANK STATEMENTS - review and reconcile bank statements
on a daily basis for cash balances and transaction activity and report to
the Master Fund any items deemed unusual in accordance with procedures
agreed between SEI and the Master Fund. Determine and report cash balances
to the Master Fund.
(5) PARTNERSHIP ACCOUNTING RECORDS - in accordance with the LLC
Agreement, 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) 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.
(7) 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 Master Fund.
(8) ENTERING ALL SECURITY TRANSACTIONS INTO ACCOUNTING RECORDS -
receive and record all transactions from the Master Fund (or agent), if
applicable, 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.
(9) ENTERING ALL INVESTOR TRANSACTIONS INTO ACCOUNTING RECORDS - act
as transfer agent of the Master Fund, maintain Master Fund's transfer
records, process all activity identified on the transfer records, reconcile
all outstanding capital account balances to the transfer records, and
reconcile all other capital changes.
(10) SUBMISSION OF ACCOUNTING REPORTS TO MASTER 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:
(10) PROCESSING & REPORTING OF INVESTOR ACTIVITY - process new issues,
subscriptions, repurchases 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.
(11) MAINTAIN MASTER 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 Master Fund.
(12) INVESTOR SUPPORT SERVICES - if requested by the Master 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 the Master Fund and Master Fund investor
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 Master Fund acknowledge and agree
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 Master Funds as may be reasonably requested by
the Master Fund and that are customarily provided by administrators of
funds of funds/managers (i) as of the Effective Date, and (ii) from time to
time following the Effective Date 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.
EXHIBIT B
Fee Schedule
------------
ADMINISTRATION AND ACCOUNTING FEE:
Annual Asset Based Fee:
The Administration and Accounting Fee payable each calendar month
shall be equal to 1/12th of the amount stated below, based upon the
net assets of the Master Fund as of such month end.
--------------------------------------------
6 Basis Points
--------------------------------------------
TAX SERVICES:
1065 Return and K-1s will be coordinated with audit firm.
REASONABLE OUT OF POCKET EXPENSES:
Out of pocket expenses incurred by SEI on behalf of the Master Fund
that are payable or reimbursable under the terms of the Agreement will
be billed to the Master Fund quarterly in arrears.
