Exhibit 99.2(k)(1)
Administrative Services Agreement
This Agreement is made as of the 28th day of June, 2002, by and between
Xxxxxx Xxxxxxx Institutional Fund of Hedge Funds LP (the "Partnership"), a
Delaware limited partnership with its principal place of business at One Tower
Bridge, 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxxxxxxxxxx, Xxxxxxxxxxxx, U.S.A.,
acting through its general partner, Xxxxxx Xxxxxxx Alternative Investment
Partners LP (the "General Partner"), a Delaware limited partnership with its
principal place of business at One Tower Bridge, 000 Xxxxx Xxxxxx, Xxxxx 0000,
Xxxx Xxxxxxxxxxxx, Xxxxxxxxxxxx, U.S.A., and State Street Bank and Trust
Company, a Massachusetts trust company with its principal place of business at
000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, X.X.X. ("State Street").
Witnesseth:
Whereas, the Partnership is registered under the Investment Company Act of 1940
(the "1940 Act") as a closed-end, non-diversified, management investment
company; and
Whereas, the General Partner on behalf of the Partnership desires to retain
State Street to perform certain administrative, recordkeeping, and accounting
services for the Partnership and State Street is willing to perform such
services upon the terms and conditions hereinafter set forth.
Now Therefore, in consideration of the mutual covenants and agreements contained
herein, the parties hereto agree as follows:
Section 1. Appointment as Administrator
The General Partner on behalf of the Partnership hereby appoints State
Street to act as administrator, recordkeeper, and accounting agent for the
Partnership and State Street hereby accepts such appointment, in each case upon
the terms and conditions set forth below.
Section 2. Delivery of Documents
The Partnership shall promptly deliver to State Street certified copies
of all documents relating to the Partnership, including, but not limited to,
each of the following documents and all future amendments and supplements
thereto, if any:
(a) the Partnership's Limited Partnership Agreement;
(b) the Partnership's currently effective Registration Statement under
the 1940 Act;
(c) a certificate executed by the General Partner certifying to
the individuals who are authorized on behalf of the
Partnership to give instructions to State Street pursuant to
this Agreement;
(d) a copy of the Partnership's Investment Advisory Agreement; and
(e) such other certificates, documents, opinions and information
as State Street may, in its reasonable discretion, deem
necessary or appropriate in connection with the performance of
its duties hereunder.
Section 3. Representations and Warranties of State Street
State Street represents and warrants to the Partnership that:
(a) it is a Massachusetts trust company, duly organized and
existing under the laws of The Commonwealth of Massachusetts;
(b) all requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement; and
(c) its entrance into this Agreement shall not cause a material
breach or be in material conflict with any other agreement or
obligation of State Street or any law or regulation applicable
to it.
Section 4. Representations and Warranties of the Partnership
The Partnership represents and warrants to State Street that:
(a) it is a limited partnership, duly organized and existing in
good standing under the laws of the State of Delaware;
(b) it has the power and authority under applicable laws and its
Limited Partnership Agreement to enter into and perform this
Agreement;
(c) all requisite proceedings have been taken to authorize it to
enter into and perform this Agreement;
(d) its entrance into this Agreement shall not cause a material
breach or be in material conflict with any other agreement or
obligation of the Partnership or any law or regulation
applicable to it; and
(e) it is an investment company properly registered under the 1940
Act and its registration statement under the 1940 Act shall be
effective and remain effective during the term of this
Agreement.
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Section 5. General Administrative Services
State Street shall provide the following general administrative
services in
accordance with procedures as may be established by the Partnership and State
Street from time to time, and that are, in each case, subject to the control,
supervision and direction of the Partnership and to the review and comment by
the Partnership's auditors and legal counsel:
(a) perform partnership tax allocations utilizing an aggregate
approach with respect to reverse 704(c) allocations as
described in Internal Revenue Regulation 1.704-3(e);
(b) prepare the Partnership's federal, state, and local income tax
returns for review by the Partnership's independent
accountants and for filing by the Partnership;
(c) prepare for review and approval financial information for the
Partnership's semi-annual and annual reports and any other
communications required or otherwise to be sent to the
Partnership's partners, and coordinate the printing and
mailing of such reports and communications;
(d) prepare and submit for approval the Partnership's expense
budget and arrange for the payment of the Partnership's
expenses;
(e) provide such periodic testing of the Partnership as may be
mutually agreed upon in writing by the Partnership and State
Street from time to time to assist the Partnership's
investment adviser in complying with the investment
limitations contained in the Partnership's registration
documents and such other investment restrictions to which the
Partnership may be subject, including the requirements of each
of the Internal Revenue Code and the 1940 Act; and
(f) prepare for review and approval by the Partnership such
reports and filings as may be required by any governmental or
regulatory authority with jurisdiction over the Partnership,
in each case as may be mutually agreed upon in writing by the
Partnership and State Street, and arrange for the filing of
same with the appropriate authority.
State Street shall provide such additional administrative services to
the Partnership as may be agreed upon in writing by the Partnership and State
Street from time to time.
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Section 6. Recordkeeping Services
State Street shall act as the recordkeeper and distribution agent in
accordance with the provisions of the Partnership's Limited Partnership
Agreement and in accordance with such written procedures as may be adopted by
the Partnership from time to time. Subject to the Partnership's governing
documents and to the direction of the Partnership, State Street as recordkeeper
and distribution agent shall:
(a) pursuant to the subscription orders accepted by the
Partnership, establish accounts for each partner, showing its
interests ("Interests" as defined in the Private Placement
Memorandum) and hold such Interests in the appropriate
account;
(b) receive and process orders for the purchase of Partnership
Interests and promptly deliver appropriate data (including
payment instructions) with respect to accepted purchase orders
to the Partnership or its authorized agent;
(c) maintain a register of partners of the Partnership (the
"Register") in accordance with applicable law and the
Partnership's Limited Partnership Agreement; record the
issuance and redemption of Interests and maintain a record of
the total number of Interests of the Partnership;
(d) prepare and transmit payments for distributions, if any,
declared by the Partnership pursuant to the instructions
contained in the partners' subscription agreements with the
Partnership; and
(e) subject to the Partnership's Limited Partnership Agreement and
the Partnership's then current registration statement, effect
transfers or redemptions of Partnership Interests by the
registered owners thereof upon receipt of appropriate
documentation in respect thereof from the General Partner as
provided in the Partnership's Limited Partnership Agreement.
State Street shall have no obligation, when recording the purchase of
Interests, to monitor the purchase of such Interests or to take cognizance of
any laws relating to the issue or sale of such Interests. Such obligations shall
be the responsibility of the Partnership.
State Street shall provide such additional recordkeeping services on
behalf of the Partnership as may be agreed upon in writing by the Partnership
and State Street from time to time.
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Section 7. Accounting Services
State Street shall maintain the books and records of account of the
Partnership and shall perform the following duties in the manner prescribed by
the Partnership's Limited Partnership Agreement and further in accordance with
such written procedures as may be adopted by the Partnership from time to time:
(a) record general ledger entries;
(b) calculate monthly net income;
(c) reconcile activity to the trial balance; and
(d) calculate and publish the monthly net asset value.
The Partnership shall provide to State Street timely notice prior to
any modification in the manner in which such calculations are to be performed.
For purposes of calculating the net asset value of the Partnership, State Street
shall value the Partnership's portfolio of investments utilizing prices obtained
from sources designated by the Partnership on a price source authorization
substantially in the form attached hereto as Schedule B (the "Price Source
Authorization"), as the same may be amended by the Partnership and State Street
from time to time, or otherwise designated by means of Proper Instructions (as
such term is defined in Section 10 below) (collectively, the "Authorized Price
Sources"). State Street shall not be responsible for any revisions to the
methods of calculation prescribed by the Partnership's Limited Partnership
Agreement unless and until such revisions are communicated in writing to State
Street.
Section 8. Records
State Street shall create and maintain all records relating to the
services provided under this Agreement in a manner which shall meet the
obligations of the Partnership under its Limited Partnership Agreement and
applicable law. All such records shall be the property of the Partnership and
shall at all times during State Street's regular business hours be open for
inspection by any person duly authorized by the Partnership and employees and
agents of the regulatory agencies having jurisdiction over the Partnership.
State Street shall preserve the records required to be maintained hereunder for
the period required by law, unless such records are earlier surrendered in
connection with the termination of the Agreement or otherwise upon written
request.
Section 9. Appointment of Agents
State Street may, at its own expense, employ agents in the performance
of its duties and the exercise of its rights under this Agreement, provided that
the employment of such agents shall not reduce State Street's obligations or
liabilities hereunder. The Partnership acknowledges that certain affiliates and
agents of State Street shall perform certain duties of State Street under this
Agreement in Toronto, Canada.
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Section 10. Instructions and Advice
The term "Proper Instructions" shall mean instructions received by
State Street from the Partnership, the General Partner, or the Partnership's
investment adviser or any person duly authorized by them. Such instructions may
be in writing signed by the authorized person or may be by such other means as
may be agreed upon from time to time by State Street and the General Partner
(including, without limitation, oral instructions). All oral instructions shall
be promptly confirmed in writing. The Partnership, the General Partner, and the
Partnership's investment adviser shall each cause its duly authorized
representatives to certify to State Street in writing the names and specimen
signatures of persons authorized to give Proper Instructions. State Street shall
be entitled to rely upon the identity and authority of such persons until it
receives written notice from the Partnership, the General Partner, or the
Partnership's investmentadviser to the contrary. State Street may rely upon any
Proper Instruction reasonably believed by State Street to be genuine and to have
been properly issued by or on behalf of the Partnership, the General Partner, or
the Partnership's investment adviser. The Partnership, the General Partner, or
the Partnership's investment adviser shall give timely Proper Instructions to
State Street in regard to matters affecting State Street's duties under this
Agreement.
At any time, State Street may apply to the Partnership and/or the
General Partner for instructions and may consult with its own legal counsel or
outside counsel for the Partnership or the independent accountants for the
Partnership at the expense of the Partnership, with respect to any matter
arising in connection with the services to be performed by State Street under
this Agreement. In the absence of any gross negligence, willful default or fraud
on the part of State Street, its agents or employees, State Street shall not be
liable, and shall be indemnified by the Partnership, for any action taken or
omitted by it in good faith in reliance upon any such instructions or advice or
upon any paper or document reasonably believed by it to be genuine and to have
been signed by the proper person or persons. State Street shall not be held to
have notice of any change of authority of any person until receipt of written
notice thereof from the Partnership. Nothing in this paragraph shall be
construed as imposing upon State Street any obligation to seek such instructions
or advice, or to act in accordance with such advice when received.
Section 11. Provision of Information
The Partnership shall provide, or cause a third party to provide,
certain data to State Street as a condition to State Street's obligations under
Section 7 of this Agreement. The data required to be provided pursuant to this
Section 11 is set forth on Schedule A hereto, which schedule may be separately
amended or supplemented by the General Partner and State Street from time to
time.
State Street is authorized and instructed to rely upon the information
it receives from the Partnership, the General Partner, or any third party
authorized by the
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Partnership (a "Third Party Agent") to provide such information to State Street.
State Street shall have no responsibility to review, confirm, or otherwise
assume any duty with respect to the accuracy or completeness of any information
supplied to it by the Partnership, the General Partner, or any Third Party
Agent.
Section 12. Compliance With Governmental Rules and Regulations
The Partnership assumes full responsibility for complying with all
securities, tax, commodities, and other laws, rules, and regulations applicable
to it. At such times as State Street may reasonably request, the Partnership
shall provide, or cause to be provided, to State Street a certificate from the
General Partner as general partner, the Partnership's investment adviser, and/or
the independent accountants of the Partnership, and each other service provider
or agent acting on behalf of the Partnership, as to such party's compliance with
such laws, rules, and/or regulations to which the Partnership is subject. In
each case, such certificate shall be in form and substance reasonably
satisfactory to State Street.
Section 13. Standard of Care; Limitation On Liability
State Street shall at all times exercise reasonable care and diligence
and act in good faith in the performance of its duties hereunder, provided,
however, that State Street shall assume no responsibility and shall be without
liability for any loss, liability, claim or expense suffered or incurred by the
Partnership unless caused by its own fraud, willful default, gross negligence or
willful misconduct or that of its agents or employees. State Street shall be
responsible for the performance of only such duties as are set forth in this
Agreement (but including any additional duties as may be agreed upon in writing
from time to time among the parties pursuant to Sections 5 and 6 hereof) and,
except as otherwise provided under Section 9, shall have no responsibility for
the actions or activities of any other party, including other service providers
to the Partnership. State Street shall have no liability in respect of any loss,
damage, or expense suffered by the Partnership insofar as such loss, damage, or
expense arises from the performance of State Street's duties hereunder in
reliance upon records that were created and/or maintained for the Partnership by
entities other than State Street prior to State Street's appointment under this
Agreement as a service provider to the Partnership.
In any event, for the services provided pursuant to Section 5 of this
Agreement, State Street's cumulative liability for any calendar year, regardless
of the form of action or legal theory, shall be limited to such amounts as may
be agreed upon from time to time between the parties hereto.
Without in any way limiting the generality of the foregoing, State
Street shall in no event be liable for any loss or damage arising from causes
beyond its reasonable control, including, without limitation, delay or cessation
of services hereunder or any damages to the Partnership resulting therefrom as a
result of any work stoppage, power
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or other mechanical failure, computer virus, natural disaster, governmental
action, communications disruption, or other impossibility of performance.
In no event shall either party to this Agreement be liable for
indirect, special or consequential damages.
Section 14. Indemnification
The Partnership hereby agrees to indemnify and hold harmless State
Street to the fullest extent permitted by law from and against any loss,
liability, claim or expense (including reasonable attorney's fees and
disbursements) suffered or incurred by State Street in connection with the
performance of its duties hereunder, including, without limitation, any
liability or expense suffered or incurred as a result of the acts or omissions
of the Partnership, the General Partner, any Third Party Agent, any Authorized
Price Source whose data or services, including records, reports or other
information State Street must rely upon in performing State Street's duties
under this Agreement; as a result of acting upon any instructions reasonably
believed by it to have been duly authorized by the Partnership or the General
Partner; or, as a result of any reliance by State Street upon records that were
created and/or maintained for the Partnership by entities other than State
Street prior to State Street's appointment under this Agreement as a service
provider to the Partnership; provided, however, that such indemnity shall not
apply to any liability or expense occasioned by or resulting from the fraud,
willful default, gross negligence, or willful misconduct of State Street in the
performance of its duties hereunder.
The Partnership shall be entitled to participate at its own expense in the
defense, or, if it so elects, to assume the defense of any suit brought to
enforce any liability subject to the indemnification provided above. In the
event that the Partnership elects to assume the defense of any such suit and
retain counsel, State Street, or any of its affiliated persons, named as
defendant or defendants in the suit, may retain additional counsel but shall
bear the fees and expenses of such counsel unless (i) the Partnership shall have
specifically authorized the retaining of such counsel, or (ii) State Street
shall have determined in good faith that the retention of such counsel is
required as a result of a conflict of interest.
Section 15. Successor Agent
If a successor to State Street shall be appointed by the Partnership, then
the Partnership shall deliver to State Street a written order designating the
successor agent and State Street shall, upon termination of this Agreement
pursuant to Section 16, deliver to such successor agent at the office of the
successor agent all books and records of account of the Partnership maintained
by State Street hereunder. In the event that this Agreement is terminated by
either party without the appointment of a successor agent, State Street shall,
upon receipt of Proper Instructions, deliver such books and records in
accordance with such instructions.
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In the event that no written order designating a successor agent or Proper
Instructions shall have been delivered to State Street on or before the
effective date of such termination, then State Street shall have the right to
deliver to the office of the Partnership all books and records of account of the
Partnership maintained by State Street hereunder.
Section 16. Term of Agreement
This Agreement shall be effective from the date first stated above and
shall remain in full force and effect until terminated as hereinafter provided.
Either party may, in its discretion, terminate this Agreement for any
reason by giving the other party at least sixty (60) days prior written notice
of termination. Notwithstanding anything contained herein to the contrary,
following notice of resignation by Xxxxxx Xxxxxxx AIP GP LP as the Partnership's
investment adviser, this Agreement may be terminated immediately by State Street
without prior written notice.
Section 17. Fees and Expenses
The Partnership agrees to pay to State Street such compensation for its
services and expenses hereunder as may be agreed upon from time to time in a
written fee schedule (the "Fee Schedule") approved by the Partnership and State
Street. The fees under this Agreement shall be accrued daily and billed monthly
and shall be due and payable upon receipt of the invoice. Upon the termination
of this Agreement before the end of any month, the fee for the part of the month
before such termination shall be prorated according to the proportion which such
part bears to the full monthly period and shall be payable upon the date of
termination of this Agreement. In addition, the Partnership shall reimburse
State Street for its reasonable and documented out-of-pocket expenses incurred
in connection with the services State Street provides to the Partnership under
this Agreement.
The Partnership and/or its investment adviser shall bear all expenses
that are incurred in the Partnership's operation as specifically set forth in
the Partnership's registration statement.
Section 18. Confidentiality
State Street agrees on behalf of itself and its employees to keep
confidential all records and other information related to the Partnership and
its interestholders, except in cases in which State Street is required by law to
disclose such information, State Street has determined that such disclosure is
necessary for the protection of its interests, State Street has been requested
by the Partnership to make such disclosure, or State Street has received the
prior written consent of the Partnership, which consent shall not be
unreasonably withheld. State Street agrees to use the information it receives
from
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the Partnership only for the purposes of performing services under this
Agreement.
Section 19. Notices
All notices shall be in writing and shall be deemed given when
delivered in person, by facsimile, by overnight delivery through a commercial
courier service, or by registered or certified mail, return receipt requested.
Notices shall be addressed to each party at its address set forth below, or such
other address as the recipient may have specified by earlier notice to the
sender.
If to State Street: State Street Bank and Trust Company
Attn: Xxxx Xxxxx
Fund Administration
Xxx Xxxxxxx Xxxxxx, 0/xx/ Xxxxx
Xxxxxx, XX 00000
Telephone: 000.000.0000
Fax: 000.000.0000
If to the Partnership: Xxxxxx Xxxxxxx Institutional Fund of Hedge Funds LP
Attn: Xxxx Xxxxxxxx
One Tower Bridge
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxx Xxxxxxxxxxxx, XX 00000-0000
Telephone: 000.000.0000
Fax: 000.000.0000
If to the General
Partner: Xxxxxx Xxxxxxx Alternative Investment Partners LP
Attn: X. Xxxxxx Coes III
One Tower Bridge
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxx Xxxxxxxxxxxx, XX 00000-0000
Telephone: 000.000.0000
Fax: 000.000.0000
Section 20. Services not Exclusive
The services of State Street to the Partnership are not to be deemed
exclusive, and State Street shall be free to render similar services to others.
State Street shall be deemed to be an independent contractor and shall, unless
otherwise expressly provided herein or authorized by the Partnership from time
to time, have no authority to act or represent the Partnership in any way or
otherwise be deemed an agent of the Partnership.
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Section 21. Assignment; Successors
This Agreement shall not be assigned without the prior written consent
of each party to this Agreement, except that either party may assign it rights
and obligations hereunder to a party controlling, controlled by, or under common
control with such party.
Section 22. Entire Agreement
This Agreement (including all schedules and attachments to the
Agreement) constitutes the entire Agreement between the parties with respect to
the subject matter hereof and supersedes all previous representations,
warranties, and/or commitments, whether oral or in writing, regarding the
services to be performed hereunder.
Section 23. Amendments
No amendment to this Agreement shall be effective unless it is in
writing and signed by a duly authorized representative of each party to this
Agreement. The term "Agreement", as used herein, includes all schedules and
attachments hereto and any future written amendments, modifications, or
supplements made in accordance with this Section 23.
Section 24. Headings not Controlling
Section headings used in this Agreement are for reference purposes only
and shall not be deemed a part of this Agreement.
Section 25. Waiver
The failure of a party to insist upon strict adherence to any term of
this Agreement on any occasion shall not be considered a waiver nor shall it
deprive such party of the right thereafter to insist upon strict adherence to
that term or any term of this Agreement. Any waiver must be in writing signed by
the waiving party.
Section 26. Survival
All provisions regarding indemnification, warranty, liability and
limits thereon shall survive following the expiration or termination of this
Agreement.
Section 27. Severability
In the event that any provision of this Agreement is held illegal,
void, or unenforceable, the remaining provisions of the Agreement shall remain
in full force and effect.
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Section 28. Counterparts
This Agreement may be executed in several counterparts, each of which
shall be deemed to be an original, and all such counterparts taken together
shall constitute but one and the same Agreement.
Section 29. Governing Law
This Agreement shall be governed by and construed in accordance with
the laws of The Commonwealth of Massachusetts.
Section 30. Data Access Services Addendum
The Data Access Services Addendum to this Agreement shall be incorporated
into this Agreement. The Partnership acknowledges that the data and information
it will be accessing from State Street is unaudited and may not be accurate due
to inaccurate pricing of securities, delays of a day or more in updating the
account and other cause for which State Street will not be liable to the
Partnership.
If the transactions available to the Partnership include the ability to
originate electronic instructions to State Street in order to (i) effect the
transfer or movement of cash or transfer of interests, or (ii) transmit
interestholder information or other
information, then in such event State Street shall be entitled to rely on the
validity and authenticity of such instruction without undertaking any further
inquiry as long as such instruction is undertaken in conformity with security
procedures established by State Street from time to time.
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IN WITNESS WHEREOF, the parties hereto have duly executed as of the date and
year first written above.
STATE STREET BANK AND TRUST COMPANY
By: /s/ Xxxx X. Xxxxxx
--------------------------------------
Name:
Title:
XXXXXX XXXXXXX INSTITUTIONAL FUND OF HEDGE FUNDS LP
By: Xxxxxx Xxxxxxx Alternative Investment Partners LP,
its General Partner
By: Xxxxxx Xxxxxxx AIP GP LP,
its General Partner
By: Xxxxxx Xxxxxxx Alternative Investments Inc.,
its General Partner
By: /s/ Xxxx X. Xxxxxx
--------------------------------------
Name: Xxxx X. Xxxxxx
Title: Managing Director
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Administrative Services Agreement
State Street Bank and Trust Company (the "Administrator")
Xxxxxx Xxxxxxx AIP GP LP (the "Investment Adviser") on behalf of
Xxxxxx Xxxxxxx Institutional Fund of Hedge Funds LP
Dated as of June 30, 2002
Schedule A - Required Information
---------------------------------
Required Information Responsible Party
Portfolio Trade Authorizations Investment Adviser
Currency Transactions Investment Adviser
Cash Transaction Report Custodian
Portfolio Prices Third Party Vendors/Investment Adviser
Exchange Rates Third Party Vendors/Investment Adviser
Dividend/Distribution Schedule Administrator/Investment Adviser
Dividend/Distribution Declaration Administrator/Investment Adviser
Dividend Reconciliation/Confirmation Administrator
Corporate Actions Third Party Vendors/Custodian
Service Provider Fee Schedules Investment Adviser
Expense Budget Administrator/Investment Adviser
Amortization Policy Administrator/Investment Adviser
Accounting Policy/Complex Investments Administrator/Investment Adviser
Audit Management Letter Administrator/Auditor
Annual Shareholder Letter Investment Adviser
Annual/Semi-Annual Reports Administrator/Investment Adviser
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Administrative Services Agreement
State Street Bank and Trust Company (the "Administrator")
Xxxxxx Xxxxxxx Alternative Investment Partners LP on behalf of
Xxxxxx Xxxxxxx Institutional Fund of Hedge Funds LP (the "Fund")
Dated June 28, 2002
Schedule B - Authorized Pricing Sources
---------------------------------------
Pursuant to the terms of the Administrative Services Agreement, the Fund
has directed the Administrator to, inter alia, calculate the net asset value of
the Fund and to perform certain other accounting services in accordance with the
Fund's Limited Partnership Agreement. The Fund hereby authorizes and instructs
the Administrator to utilize the pricing sources specified on the attached forms
as sources for securities prices in calculating the net asset value of the Fund
and acknowledges and agrees that the Administrator shall have no liability for
any incorrect data provided by pricing sources selected by the Fund or otherwise
authorized by Proper Instructions (as such term is defined in the Administrative
Services Agreement), except as may arise from the Administrator's lack of
reasonable care in performing the agreed-upon tolerance checks as to the data
furnished and calculating the net asset value of the Fund in accordance with the
data furnished and the Administrator's performance of the agreed-upon tolerance
checks.
XXXXXX XXXXXXX INSTITUTIONAL FUND OF HEDGE FUNDS LP
By: Xxxxxx Xxxxxxx Alternative Investment Partners LP,
its General Partner
By: Xxxxxx Xxxxxxx AIP GP LP,
its General Partner
By: Xxxxxx Xxxxxxx Alternative Investments Inc.,
its General Partner
By: /s/ Xxxx X. Xxxxxx
--------------------------
Name: Xxxx X. Xxxxxx
Title: Managing Director
Date: June 28, 2002
-------------------------
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