AMENDMENT NO. 2 TO
ADMINISTRATION AGREEMENT
THIS AMENDMENT NO. 2 TO ADMINISTRATION AGREEMENT (this "Amendment"), effective
as of April 1, 2010 (the "Amendment Effective Date"), by and among Old Mutual
Absolute Return Master Fund, L.L.C.; Old Mutual Absolute Return Fund, L.L.C.;
Old Mutual Emerging Managers Master Fund, L.L.C.; Old Mutual Emerging Managers
Fund, L.L.C.; Old Mutual Emerging Managers Institutional Fund, L.L.C. and Old
Mutual Absolute Return Institutional Fund, L.L.C. (collectively, the "Funds")
and SEI Investments Global Funds Services (hereinafter referred to as the
"Administrator").
WHEREAS:
1. The Administrator and the Funds entered into an Administration
Agreement, dated as of October 13, 2006 (the "Agreement"), as amended,
pursuant to which, among other things, the Administrator agreed to
provide certain administration services on behalf of the Funds; and
2. The Parties previously amended the Agreement effective February 8,
2007, in order to add a new Fund, extend the duration and adjust the
fees of the Agreement.
3. The parties hereto desire to further amend the Agreement on the terms
and subject to the conditions provided herein.
NOW THEREFORE, in consideration of the premises, covenants, representations and
warranties contained herein and intending to be legally bound hereby, the
parties hereto agree as follows:
1. DEFINED TERMS. Except as specifically set forth herein, defined terms used
herein shall have their respective meanings as set forth in the Agreement.
2. SECTION 9.01 (TERM AND RENEWAL). Section 9.01 (Term and Renewal) of the
Agreement is hereby deleted in its entirety and replaced as set forth
below:
9.01 TERM AND RENEWAL. This Agreement shall become effective as of the
Effective Date and shall remain in effect through and until April
30, 2013 (the "Initial Term"), and thereafter shall automatically
renew for successive one year terms (each such period, a "Renewal
Term") unless terminated by any party giving written notice of
non-renewal at least ninety days prior to the last day of the then
current term to each other party hereto.
3. SECTION 9.02.02 (TERMINATION FOR CAUSE). Section 9.02.02 (Termination for
Cause - Liquidation) is hereby deleted in its entirety and replaced as
set forth below:
9.02.02 This Agreement may be terminated by any party giving one hundred
twenty days prior notice in writing to the other parties prior to
the "liquidation" of a Fund. For purposes of this paragraph, the
term "liquidation" shall mean a transaction in which all the
assets of a Fund are sold or otherwise disposed of and proceeds
there from are distributed in cash to the investors in complete
liquidation of the Interests of investors in such Fund. A
termination pursuant to this SECTION 9.02.02 shall be effective
with respect to any Fund as of the date of such liquidation.
Notwithstanding the foregoing, the liquidating Fund shall pay the
fees set forth on SCHEDULE III for the remainder of the one
hundred twenty day period prior to the liquidation date, such
amount payable prior to liquidation. For the avoidance of doubt,
from and after the effective date of a Fund's liquidation, no
additional fees shall be chargeable to such Fund and Administrator
shall not seek any claim for damages against the liquidated Fund
or the Investment Manager for early termination of the Agreement.
4. SCHEDULE III (SCHEDULE OF FEES). Schedule III (Schedule of Fees) of the
Agreement is hereby deleted in its entirety and replaced as set forth in
Attachment I hereto.
5. RATIFICATION OF AGREEMENT. Except as expressly amended and provided herein,
all of the terms, conditions and provisions of the Agreement shall continue
in full force and effect.
6. COUNTERPARTS. This Amendment may be executed in two or more counterparts,
all of which shall constitute one and the same instrument. Each such
counterpart shall be deemed an original, and it shall not be necessary in
making proof of this Amendment to produce or account for more than one such
counterpart. This Amendment shall be deemed executed by each party when any
one or more counterparts hereof or thereof, individually or taken together,
bears the original, facsimile or scanned signatures of each of the parties.
7. GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania without giving
effect to any conflict of laws or choice of laws rules or principles
thereof.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF this Amendment has been entered into as of the day and year
first above written
FUNDS: ADMINISTRATOR:
OLD MUTUAL ABSOLUTE RETURN MASTER SEI INVESTMENTS GLOBAL FUNDS SERVICES
FUND, L.L.C.
By: /s/ Xxxx Xxxxxxxx By: /s/ Xxxx Xxxxxxxxx
-------------------------------- --------------------------------
Name: Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxxx
Title: Chief Financial Officer Title: Senior Vice President
OLD MUTUAL ABSOLUTE RETURN FUND,
L.L.C.
By: /s/ Xxxx Xxxxxxxx
--------------------------------
Name: Xxxx Xxxxxxxx
Title: Chief Financial Officer
OLD MUTUAL EMERGING MANAGERS
MASTER FUND, L.L.C.
By: /s/ Xxxx Xxxxxxxx
--------------------------------
Name: Xxxx Xxxxxxxx
Title: Chief Financial Officer
OLD MUTUAL EMERGING MANAGERS
FUND, L.L.C.
By: /s/ Xxxx Xxxxxxxx
--------------------------------
Name: Xxxx Xxxxxxxx
Title: Chief Financial Officer
OLD MUTUAL ABSOLUTE RETURN
INSTITUTIONAL FUND, L.L.C.
By: /s/ Xxxx Xxxxxxxx
--------------------------------
Name: Xxxx Xxxxxxxx
Title: Chief Financial Officer
OLD MUTUAL EMERGING MANAGERS
INSTITUTIONAL FUND, L.L.C.
By: /s/ Xxxx Xxxxxxxx
--------------------------------
Name: Xxxx Xxxxxxxx
Title: Chief Financial Officer
ATTACHMENT I
SCHEDULE OF FEES
ADMINISTRATION AND ACCOUNTING FEE:
The following fees are due and payable monthly to Administrator pursuant in
Section 8 of the Agreement. Each Master Fund and associated two Feeder Funds
("Master/Feeder") will be charged the greater of the Asset Based Fee or the
Annual Minimum Fee, in each case calculated in the manner set forth below.
ASSET BASED FEES: (calculated and assessed monthly in arrears based on the net
assets of the applicable Fund as of the prior month-end):
BASIS POINTS
EACH FEEDER EACH MASTER TOTAL
FUND FUND
First $100 million in net assets of 13 1 14
the applicable Fund
Next $200 million in aggregate net 11 1 12
assets of the applicable Fund
Next $200 million in aggregate net 9 1 10
assets of the applicable Fund
Net assets of the applicable Fund in 7 1 8
excess of $500 million
ANNUAL MINIMUM FEE: (calculated and paid on a monthly basis):
Old Mutual Absolute Return Master Fund, L.L.C. $5,000
Old Mutual Absolute Return Fund, L.L.C. & $120,000
Old Mutual Absolute Return Institutional Fund, L.L.C.
Old Mutual Emerging Managers Master Fund, L.L.C. $5,000
Old Mutual Emerging Managers Fund, L.L.C. &
Old Mutual Emerging Managers Institutional Fund, L.L.C. $120,000
SUB-TRANSFER AGENCY FEE:
Base Fee:
$2,000 per month per CUSIP
Shareholder Account Fees:
$1.50 per month per directly held shareholder account (assuming no phone
servicing)
$2.00 per month per directly held shareholder account (assuming Citigroup
performs telephone shareholder servicing)
$0.25 per month per closed shareholder account
Account Set-up Fees:
$25 per new shareholder account
The sub-transfer agency fee assumes a $50,000 complex minimum sub-transfer
agency fee ($25,000 for each Feeder Fund group, Absolute Return/Emerging
Managers) based on the assumption that there will be two Master Funds within
this complex.
CUSTODY AND ESCROW FEE:
0.75 basis points annually on the month-end net assets of each Master Fund
and 0.25 basis points annually on the month-end net assets of each Feeder
Fund. The Custody and Escrow Fee assumes a $1,500 minimum fee for each
escrow and operating account opened on behalf of each Fund.
For purposes of clarification, the parties acknowledge and agree that the
Custody Fee paid by the Funds to the Administrator hereunder shall be
remitted to SEI Private Trust Company, as custodian to the Funds, in
accordance with the Administrator's duties hereunder.
ADDITIONAL FEEDERS/CLASSES:
$15,000 per feeder/class (if the Administrator is selected as the
administrator of such feeder/class)
OUT OF POCKET EXPENSES:
All reasonable out of pocket expenses (as set forth in Section 7.02 of this
Agreement) incurred by the Administrator on behalf of any Fund will be billed to
the applicable Fund quarterly in arrears. For purposes of clarification,
out-of-pocket charges include banking, NSCC, Fund paper stock, proxy solicitor,
escheatment, anti-money laundering expenses and related audit, SAS 70,
communications, document preparation and insertion, postage and delivery
services, reproduction and record storage and retention expenses.
