ADMINISTRATION AGREEMENT
THIS AGREEMENT is made as of this 24 day of August, 2006, by and between
each of the funds set forth on SCHEDULE I of this Agreement (each a "FUND" and
collectively, the "FUNDS") and SEI Investments Global Funds Services (the
"ADMINISTRATOR"), a Delaware statutory trust.
WHEREAS, the Fund is a registered, non-diversified, closed-end management
investment company under the Investment the Company Act of 1940, as amended (the
"1940 ACT") consisting of shares of beneficial interest ("SHARES"); and
WHEREAS, the Administrator has agreed, at the request of each Fund, to
provide such Fund with certain administrative services on the terms and subject
to the conditions hereinafter contained.
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained and intending to be legally bound, each Fund and the
Administrator hereby agree as follows:
DEFINITIONS
"AFFILIATED PERSON" shall have the meaning specified in the 1940 Act and
the rules and regulations thereunder, subject to such exemptions as
may be granted by the Securities and Exchange Commission.
"BOARD" means any board of directors, board of trustees, board of managers,
managing members, general partners or other Persons having similar
responsibilities to any of the foregoing.
"CONFIDENTIAL INFORMATION" shall have the meaning given to such term in
SECTION 11.01 of this Agreement.
"DISCLOSING PARTY" shall have the meaning given to such term in SECTION
11.01 of this Agreement.
Unless the context otherwise requires and except as otherwise specified in
this Agreement, the term "FUND" shall include, as applicable, any
managing member, general partner, director or other Person having
similar status or performing similar functions, as the case may be,
acting on behalf of such Fund.
"INITIAL TERM" shall have the meaning given to such term in SECTION 9.01 of
this Agreement.
"INTERESTED PARTY" or "INTERESTED PARTIES" means the Administrator, its
subsidiaries and its affiliates and each of their respective officers,
directors, employees, agents, delegates and associates.
"INVESTMENTS" shall mean such cash, securities and all other assets and
property of whatsoever nature now owned or subsequently acquired by or
for the account of a Fund.
"LIVE DATE" means the date on which a Fund is launched or transferred from
a prior administrator and the Administrator begins calculating such
Fund's official net asset values ("NAV").
"ORGANIZATIONAL DOCUMENTS" means, as applicable, the articles of
incorporation, certificate of formation, memorandum of association,
partnership agreement, bylaws or other similar documentation setting
forth the respective rights and obligations of directors, managers and
Interest holders in a Fund.
"PERSON" shall mean any natural person, partnership, estate, association,
custodian, nominee, limited liability company, corporation, trust or
other legal entity.
"OFFERING MEMORANDUM" means any offering memorandum, private placement
memorandum, notice, circular, proxy or other client/investor
communication issued by the Fund from time to time, as appropriate,
including all amendments or supplements thereto.
"RECEIVING PARTY" shall have the meaning given to such term in SECTION
11.01 of this Agreement.
"RENEWAL TERM" shall have the meaning given to such term in SECTION 9.01 of
this Agreement.
APPOINTMENT AND CONTROL
SERVICES. Each Fund hereby appoints the Administrator to be, and the
Administrator agrees to act as, the administrative agent of such Fund
for the term and subject to the provisions hereof. The Administrator
shall perform (and may delegate or sub-contract, as provided below)
the services set forth in this Agreement, including the services set
forth in SCHEDULE II of this Agreement and those agreed to in writing
and signed by the parties from time to time (collectively, the
"SERVICES"). In performing its duties under this Agreement, the
Administrator will act in all material respects in accordance with the
Fund's governing documents and Offering Memorandum as they may be
amended (provided copies are delivered to the Administrator).
AUTHORITY. Each of the activities engaged in under the provisions of this
Agreement by the Administrator on behalf of any Fund shall be subject
to the overall direction and control of such Fund or any Person
authorized to act on such Fund's behalf; provided, however, that the
Administrator shall have the general authority to do all acts deemed
in the Administrator's good faith belief to be necessary and proper to
perform its obligations under this Agreement. In performing its duties
hereunder, the Administrator shall observe and generally comply with
the applicable Offering Memorandum, all applicable resolutions and/or
directives of any Person authorized to act on the applicable Fund's
behalf of which it has notice, and applicable laws which may from time
to time apply to the Services rendered by the Administrator. The
Administrator (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 any Fund and (ii) shall not
provide any investment advisory services to any Fund, and shall have
no liability related to the foregoing.
THIRD PARTIES; AFFILIATES. The Administrator may delegate to, or
sub-contract with, third parties or affiliates administrative or other
functions it deems necessary to perform its obligations under this
Agreement; provided, however, all fees and expenses incurred in any
delegation or sub-contract shall be paid by the Administrator and the
Administrator shall remain responsible to each Fund for the acts and
omissions of such other entities as if such acts or omissions were the
acts or omissions of the Administrator. Each Fund acknowledges that
during the term of this Agreement, the services to be performed by the
Administrator may be completed by one or more of the Administrator's
affiliates or third parties located in or outside of the United States
of America.
FUND DATA. Each Fund shall be solely responsible for the accuracy,
completeness, and timeliness of all data and other information
provided to the Administrator by or on behalf of such Fund pursuant to
this Agreement (including, without limitation, (i) prices, (ii)
sufficient transaction supporting documentation, (iii) detailed
accounting methodologies with respect to such Fund's Investments, (iv)
the terms of any agreement between a Fund or its sponsor and an
investor regarding any special fee or specific fee arrangement or
access to portfolio information that may impact or affect the
Services, (v) trade and settlement information from prime brokers and
custodians, and (vi) the terms of any side letter or side pocket
arrangements that may impact or affect the Services) (collectively,
"FUND DATA"). All Fund Data shall be provided to the Administrator on
a timely basis and in a format and medium reasonably requested by the
Administrator from time to time. Each Fund shall have an ongoing
obligation to promptly update all Fund Data so that such information
remains current, complete and accurate. All Fund Data shall be
prepared and maintained, by or on behalf of each Fund, in accordance
with applicable law, the Offering Memorandum and generally acceptable
accounting principles. The Administrator shall be entitled to rely on
all Fund Data and shall have no liability for any loss, damage or
expense incurred by any Fund or any other Person to the extent that
such loss, damage or expense arises out of or is related to Fund Data
that is not timely, current, complete and accurate.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE FUND
Each Fund represents and warrants 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; this
Agreement constitutes a legal, valid and binding obligation,
enforceable against it in accordance with its terms;
it is not a party to any, and there are no, pending or threatened
legal, administrative, arbitral or other proceedings, claims,
actions or governmental or regulatory investigations or inquiries
(collectively, "Actions") of any nature against it or its
properties or assets which could, individually or in the
aggregate, have a material effect upon its business or financial
condition. There is no injunction, order, judgment, decree, or
regulatory restriction imposed specifically upon it or any of its
properties or assets;
it is not in default under any contractual or statutory obligations
whatsoever (including the payment of any tax) which, individually
or in the aggregate, could materially and adversely affect, or is
likely to materially and adversely affect, its business or
financial condition;
it has obtained all consents and given all notices (regulatory or
otherwise), made all required regulatory filings and is in
compliance with all applicable laws and regulations;
it has a valid engagement with an independent auditor, custodian and
prime broker and will provide additional information regarding
such service providers, including information regarding the terms
of its agreement with such service providers, upon request;
it has notified the Administrator of any and all separate agreements
between a Fund and any third party that could have an impact on
the Administrator's performance of its obligations pursuant to
this Agreement; and
it has disclosed the terms of any agreement between a Fund or its
sponsor and an investor regarding any special fee or specific fee
arrangement or access to portfolio information that may impact or
affect the Services.
Each Fund covenants and agrees that:
it will furnish the Administrator from time to time with copies,
authenticated or certified, of its Organizational Documents, a
current version of the applicable Offering Memorandum and with
any other information or documents, including Fund Data, that the
Administrator may reasonably request;
it shall timely perform all obligations identified in this Agreement
as obligations of such Fund, including, without limitation,
providing the Administrator with all Fund Data and Organizational
Documents reasonably requested by the Administrator;
it will promptly notify the Administrator of any matter which could
materially affect the Administrator's performance of its duties
and obligations under this Agreement, including any amendment to
the documents referenced in Section 3.02.01 above;
it will promptly notify the Administrator in the event that a Fund's
investment strategy materially changes from the strategy adopted
by such Fund as of the Effective Date; and
it will promptly notify the Administrator in the event of any
changes to the representations and warranties made hereunder.
REPRESENTATIONS AND WARRANTIES OF THE ADMINISTRATOR
The Administrator represents and warrants 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 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,
enforceable against it in accordance with its terms.
it is not a party to any, and there are no, pending or threatened
Actions of any nature against it or its properties or assets
which could, individually or in the aggregate, have a material
effect upon its business or financial condition. There is no
injunction, order, judgment, decree, or regulatory restriction
imposed specifically upon it or any of its properties or assets.
it is not in default under any statutory obligations whatsoever
(including the payment of any tax) which materially and adversely
affects, or is likely to materially and adversely affect, its
business or financial condition.
LIMITATION OF LIABILITY AND INDEMNIFICATION
The duties of the Administrator shall be confined to those expressly set
forth in this Agreement, and no implied duties are assumed by or may
be asserted against the Administrator. In the absence of gross
negligence, bad faith or fraud in the performance of the Services, the
Administrator 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 in carrying out its duties under this Agreement. As used in
this ARTICLe 5, the term "ADMINISTRATOR" shall include the officers,
directors, employees, affiliates and agents of the Administrator as
well as that entity itself. Each Fund shall be solely responsible for
its compliance with applicable investment policies, the Offering
Memorandum, and any laws and regulations governing the manner in which
its assets may be invested, and shall be responsible for any losses
attributable to non-compliance with the Offering Memorandum, any
applicable policies, laws and regulations governing such Fund, its
activities or the duties, actions or omissions of the Investment
Manager. The Administrator shall not in any circumstances be liable
for any indirect, special, punitive or consequential damages of any
nature whatsoever. The Administrator shall not be responsible for any
inaccuracy, failure or delay in the performance of any of its
obligations under this Agreement if such inaccuracy, failure or delay
was due to (i) the inaccuracy, failure or delay was due to the failure
or delay of any Fund, underlying fund or either of their respective
agents to perform its obligations under this Agreement or (ii) the
Administrator's reliance on Fund Data. Each party shall have the duty
to mitigate its damages for which another party may become
responsible.
Each Fund shall indemnify and hold harmless the Administrator from and
against and the Administrator shall have no liability in connection
with any and all actions, suits and claims, whether groundless or
otherwise, and from and against any and all losses, damages, costs,
charges, reasonable counsel fees and disbursements, payments, expenses
and liabilities (including reasonable investigation expenses) arising
directly or indirectly out of: (i) any act or omission of the
Administrator in carrying out its duties hereunder or as a result of
the Administrator's reliance upon any instructions, notice or
instrument that the Administrator reasonably believes is genuine and
signed or presented by an authorized Person; provided that this
indemnification shall not apply if any such loss, damage or expense is
caused by or arises from the Administrator's bad faith, fraud or gross
negligence in the performance of the Services; (ii) any material
violation by any Fund or the Investment Manager of any applicable
investment policy, law or regulation, (iii) any material misstatement
or omission in the Offering Memorandum or any Fund Data; (iii) any
material breach by a Fund of any representation, warranty or agreement
contained in this Agreement; (iv) any act or omission of a Fund, an
underlying fund, , a Fund's other service providers (such as
custodians, prime brokers, transfer agents, investment advisors and
sub-advisers); (vi) any pricing error caused by the failure of a
Fund's Investment Manager or sub-adviser to provide a trade ticket or
for incorrect information included in any trade ticket; (vii) any side
letter arrangement between an investor in a Fund and the Fund or its
sponsor; or (viii) any act or omission of the Administrator as a
result of the Administrator's compliance with the Regulations,
including, but not limited to, returning an investor's investment or
restricting the payment of redemption proceeds.
The Administrator may apply to any Fund, the Investment Manager or any
Person acting on a Fund's behalf at any time for instructions and may
consult counsel for any Fund or the Investment Manager or with
accountants, counsel and other experts with respect to any matter
arising in connection with the Administrator's duties hereunder, and
the Administrator 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 advice of counsel, accountants or other
experts. Also, the Administrator shall not be liable for actions taken
pursuant to any document which it reasonably believes to be genuine
and to have been signed by the proper Person or Persons. The
Administrator shall not be held to have notice of any change of
authority of any officer, employee or agent of a Fund until receipt of
written notice thereof. To the extent that the Administrator consults
with Fund counsel pursuant to this provision, any such expense shall
be borne by the applicable Fund.
The Administrator shall have no liability for its reliance on Fund Data or
the performance or omissions of unaffiliated third parties such as, by
way of example and not limitation, transfer agents, sub-transfer
agents, custodians, prime brokers, placement agents, third party
marketers, asset data service providers, investment advisers
(including, without limitation, the Investment Manager) or
sub-advisers, current or former third party service providers, Pricing
Sources, software providers, printers, postal or delivery services,
prior administrators, telecommunications providers and processing and
settlement services. The Administrator may rely on and shall have no
duty to investigate or confirm the accuracy or adequacy of any
information provided by any of the foregoing third parties.
The Administrator shall have no obligations with respect to any laws
relating to the purchase or sale of Shares in a Fund. Further, each
Fund assumes full responsibility for the preparation, contents and
distribution of its Offering Memorandum and its compliance with any
applicable laws, rules, and regulations.
The indemnification rights hereunder shall include the right to reasonable
advances of defense expenses in the event of any pending or threatened
litigation or Action with respect to which indemnification hereunder
may ultimately be merited. If in any case a Fund may be asked to
indemnify or hold the Administrator harmless, the Administrator shall
promptly advise such Fund of the pertinent facts concerning the
situation in question, and the Administrator will use all reasonable
care to identify and notify such Fund promptly concerning any
situation which presents or appears likely to present the probability
of such a claim for indemnification, but failure to do so shall not
affect the rights hereunder.
A Fund 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 a Fund elects to assume
the defense of any such claim, the defense shall be conducted by
counsel chosen by such Fund and satisfactory to the Administrator,
whose approval shall not be unreasonably withheld. In the event that a
Fund elects to assume the defense of any suit and retain counsel, the
Administrator shall bear the fees and expenses of any additional
counsel retained by it. If a Fund does not elect to assume the defense
of a suit, it will reimburse the Administrator for the fees and
expenses of any counsel retained by the Administrator.
The provisions of this ARTICLE 5 shall survive the termination of this
Agreement.
VALUATION
The Administrator is entitled to rely on the price and value information
(hereinafter "VALUATION INFORMATION") provided by prior administrators, brokers
and custodians, investment advisors (including, without limitation, the
Investment Manager), an underlying fund in which a Fund invests, if applicable,
or any third-party pricing services selected by the Administrator, the
Investment Manager or a Fund (collectively hereinafter referred to as the
"PRICING SOURCES") in order to calculate a Fund's aggregate NAV (and the value
of investors' capital accounts based upon such valuation). The Administrator
shall have no obligation to obtain Valuation Information from any sources other
than the Pricing Sources, and may rely on estimates provided by the Investment
Manager or the applicable underlying fund. In the event that the Investment
Manager does not provide a timely value for an underlying fund, the
Administrator shall have the right to use the prior month's valuation in its
calculation of the current month's NAV, and the Administrator shall have no
liability and shall be indemnified by the applicable Fund in connection with
such action. The Administrator shall have no liability or responsibility for the
accuracy of the Valuation Information provided by a Pricing Source or the
delegate of a Pricing Source and the applicable Fund shall indemnify and defend
the Administrator against any loss, damages, costs, charges or reasonable
counsel fees and expenses in connection with any inaccuracy of such Valuation
Information. No Fund shall use Valuation Information for any purpose other than
in connection with the Services and in accordance with the provisions of this
Agreement.
ALLOCATION OF CHARGES AND EXPENSES
THE ADMINISTRATOR. The Administrator shall furnish at its own expense the
personnel necessary to perform its obligations under this Agreement.
FUND EXPENSES. Each Fund assumes and shall pay or cause to be paid all
expenses of such Fund not otherwise allocated in this Agreement,
including, without limitation, organizational costs; taxes; expenses
for legal and auditing services; the expenses of preparing (including
typesetting), printing and mailing reports, offering memorandum ,
statements of additional information, proxy solicitation and tender
offer materials, and notices to existing investors; all expenses
incurred in connection with issuing and redeeming Shares; the costs of
Pricing Sources; the costs of escrow and custodial services; the costs
of document retention and archival services, the costs of responding
to document production requests; the cost of initial and ongoing
registration of the Shares under Federal and state securities laws;
fees and out-of-pocket expenses of Directors; the costs of Directors'
meetings; insurance; interest; brokerage costs; litigation and other
extraordinary or nonrecurring expenses; and all fees and charges of
service providers to such Fund. Each Fund shall reimburse the
Administrator for its reasonable out-of-pocket expenses, including all
reasonable charges for SAS 70 audit charges, printing, copying,
postage, telephone, and fax charges incurred by the Administrator in
the performance of its duties.
COMPENSATION
Each Fund shall pay to the Administrator, as compensation for the services
performed and the facilities and personnel provided by the Administrator
pursuant to this Agreement, its pro rata portion of the fees set forth in the
written fee schedule annexed hereto as SCHEDULE III and incorporated herein. No
Fund shall have a right of set-off. The fees set forth herein are determined
based on the investment strategy of each Fund as of the Effective Date. Any
change to the investment strategy of a Fund may give rise to an adjustment to
the fees set forth in this Agreement. In the event of a change in the investment
strategy of a Fund, the parties shall negotiate any adjustment to the fees
payable hereunder in good faith. Each Fund shall pay the Administrator's fees
monthly in U.S. Dollars, unless otherwise agreed to by the parties. The
Administrator is hereby authorized to, and may, upon prior approval of the
Investment Manager, automatically debit its fees due from any Fund's portfolio
account(s), as set forth on SCHEDULE III, which may be amended from time to time
in writing by the parties. The Funds shall pay the foregoing fees despite the
existence of any dispute among the parties. If this Agreement becomes effective
subsequent to the first day of any calendar month or terminates before the last
day of any calendar month, the Administrator's compensation for that part of the
month in which this Agreement is in effect shall be prorated in a manner
consistent with the calculation of the fees as set forth in SCHEDULE III. The
Funds agree to pay interest on all amounts past due in an amount equal to the
lesser of the maximum amount permitted by applicable law or the monthly rate of
one and one-half percent (1 1/2%) times the amount past due multiplied by the
number of whole or partial months from the date on which such amount was first
due up to and including the day on which payment is received by SEI.
DURATION AND TERMINATION
TERM AND RENEWAL. This Agreement shall become effective as of the Effective
Date and shall remain in effect for a period of two years from and
after the Live Date (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.
TERMINATION FOR CAUSE.
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This Agreement may be terminated by any party giving at least sixty days
prior notice in writing to the other parties if at anytime the other
party or parties have been first (i) notified in writing that such
party shall have materially failed to perform its duties and
obligations under this Agreement (such notice shall be of the specific
asserted material breach) ("BREACH NOTICE") and (ii) the party
receiving the Breach Notice shall not have remedied the noticed
failure within sixty days after receipt of the Breach Notice requiring
it to be remedied.
This Agreement may be terminated by any party giving one hundred eighty
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
Shares of investors in such Fund. A termination pursuant to this
SECTION 9.02.02 shall be effective as of the date of such liquidation.
Notwithstanding the foregoing, the right to terminate set forth in
this SECTION 9.02.02 shall not relieve the liquidating Fund of its
obligation to pay the fees set forth on SCHEDULE III for the remainder
of the one hundred eighty day period set forth in this SECTION
9.02.02, which amount shall be payable prior to the effective date of
such liquidation.
If the Administrator is unable to successfully convert any Fund to its
operational environment within a reasonable period of time following
the Effective Date due to untimely, inaccurate or incomplete Fund
Data, the Administrator shall have the right to terminate this
Agreement, in its entirety or solely with respect to such Fund, upon
written notice and such termination shall be effective upon the date
set forth in such notice.
EFFECT OF TERMINATION.
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The termination of this Agreement shall be without prejudice to any rights
that may have accrued hereunder to any party hereto prior to such
termination.
After termination of this Agreement and upon payment of all accrued fees,
reimbursable expenses and other moneys owed to the Administrator, the
Administrator shall deliver to the applicable Fund, or as it shall
direct, all books of account, records, registers, correspondence,
documents and assets relating to the affairs of or belonging to such
Fund in the possession of or under the control of the Administrator or
any of its agents or delegates.
In the event any and all accrued fees, reimbursable expenses and other
moneys owed to the Administrator hereunder remain unpaid in whole or
in part for more than thirty days past due, the Administrator, without
further notice, may take any and all actions it deems necessary to
collect such amounts due, and any and all of its collection expenses,
costs and fees shall be paid by the applicable Fund, including,
without limitation, administrative costs, attorneys fees, court costs,
collection agencies or agents and interest.
Notwithstanding the foregoing, in the event this Agreement is terminated
and for any reason the Administrator, with the written consent of the
applicable Fund, in fact continues to perform any one or more of the
services contemplated by this Agreement, the pertinent provisions of
this Agreement, including without limitation, the provisions dealing
with payment of fees and indemnification shall continue in full force
and effect. The Administrator shall be entitled to collect from the
Funds, in addition to the compensation described in SCHEDULE III, the
amount of all of the Administrator's expenses in connection with the
Administrator's activities following such termination, including
without limitation, the delivery to the applicable Fund and/or its
designees of such Fund's property, records, instruments and documents.
CONFLICTS OF INTEREST
NON-EXCLUSIVE. The services of the Administrator rendered to any Fund are
not deemed to be exclusive. The Administrator is free to render such
services to others. The Administrator shall not be deemed to be
affected by notice of, or to be under any duty to disclose to any Fund
or Person acting on such Fund's behalf, information which has come
into its possession or the possession of an Interested Party in the
course of or in connection with providing administrative or other
services to any other person or in any manner whatsoever other than in
the course of carrying out its duties pursuant to this Agreement.
CONFIDENTIALITY
CONFIDENTIAL INFORMATION. The Administrator and each Fund (in such
capacity, the "RECEIVING PARTY") acknowledge and agree to maintain the
confidentiality of Confidential Information (as hereinafter defined)
provided by the Administrator and any Fund (in such capacity, the
"DISCLOSING PARTY") in connection with this Agreement. The Receiving
Party shall not disclose or disseminate the Disclosing Party's
Confidential Information to any Person other than those employees,
agents, contractors, subcontractors and licensees of the Receiving
Party, or with respect to the Administrator as a Receiving Party, to
those employees, agents, contractors, subcontractors and licensees of
any agent or affiliate, who have a need to know it in order to assist
the Receiving Party in performing its obligations, or to permit the
Receiving Party to exercise its rights under this Agreement. In
addition, the Receiving Party (a) shall take all reasonable steps to
prevent unauthorized access to the Disclosing Party's Confidential
Information, and (b) shall not use the Disclosing Party's Confidential
Information, or authorize other Persons to use the Disclosing Party's
Confidential Information, for any purposes other than in connection
with performing its obligations or exercising its rights hereunder. As
used herein, "reasonable steps" means steps that a party takes to
protect its own, similarly confidential or proprietary information of
a similar nature, which steps shall in no event be less than a
reasonable standard of care.
The term "CONFIDENTIAL INFORMATION," as used herein, shall mean all
business strategies, plans and procedures, proprietary information,
methodologies, data and trade secrets, non-public personal information
(as defined in Regulation S-P) and other confidential information and
materials of the Disclosing Party, its affiliates, their respective
clients or suppliers, or other Persons with whom they do business,
that may be obtained by the Receiving Party from any source or that
may be developed as a result of this Agreement.
EXCLUSIONS. The provisions of this SECTION 11 respecting Confidential
Information shall not apply to the extent, but only to the extent,
that such Confidential Information: (a) is already known to the
Receiving Party free of any restriction at the time it is obtained
from the Disclosing Party, (b) is subsequently learned from an
independent third party free of any restriction and without breach of
this Agreement; (c) is or becomes publicly available through no
wrongful act of the Receiving Party or any third party; (d) is
independently developed by or for the Receiving Party without
reference to or use of any Confidential Information of the Disclosing
Party; or (e) is required to be disclosed pursuant to an applicable
law, rule, regulation, government requirement or court order, or the
rules of any stock exchange (provided, however, that the Receiving
Party shall advise the Disclosing Party of such required disclosure
promptly upon learning thereof in order to afford the Disclosing Party
a reasonable opportunity to contest, limit and/or assist the Receiving
Party in crafting such disclosure).
PERMITTED DISCLOSURE. The Receiving Party shall advise its employees,
agents, contractors, subcontractors and licensees, and shall require
its affiliates to advise their employees, agents, contractors,
subcontractors and licensees, of the Receiving Party's obligations of
confidentiality and non-use under this SECTION 11, and shall be
responsible for ensuring compliance by its and its affiliates'
employees, agents, contractors, subcontractors and licensees with such
obligations. In addition, the Receiving Party shall require all
Persons that are provided access to the Disclosing Party's
Confidential Information, other than the Receiving Party's accountants
and legal counsel, to execute confidentiality or non-disclosure
agreements containing provisions substantially similar to those set
forth in this SECTION 11. The Receiving Party shall promptly notify
the Disclosing Party in writing upon learning of any unauthorized
disclosure or use of the Disclosing Party's Confidential Information
by such Persons.
CERTAIN RECORDS. The Administrator shall maintain customary records in
connection with its duties as specified in this Agreement. Any records
required to be maintained and preserved pursuant to Rules 31a-1 and
31a-2 under the 1940 Act which are prepared or maintained by the
Administrator on behalf of the Fund shall be prepared and maintained
at the expense of the Administrator, but shall be the property of the
Fund and will be made available to or surrendered promptly to the Fund
on request. In case of any request or demand for the inspection of
such records by another party, the Administrator shall notify the Fund
and follow the Fund's instructions as to permitting or refusing such
inspection; provided that the Administrator may exhibit such records
to any Person in any case where it is advised by its counsel that it
may be held liable for failure to do so, unless (in cases involving
potential exposure only to civil liability) the Fund has agreed to
indemnify the Administrator against such liability.
EFFECT OF TERMINATION. Except with respect to the records addressed in
Section 11.04 of this Agreement, upon the Disclosing Party's written
request following the termination of this Agreement, the Receiving
Party promptly shall return to the Disclosing Party, or destroy, all
Confidential Information of the Disclosing Party provided under or in
connection with this Agreement, including all copies, portions and
summaries thereof. Notwithstanding the foregoing sentence, (a) the
Receiving Party may retain one copy of each item of the Disclosing
Party's Confidential Information for purposes of identifying and
establishing its rights and obligations under this Agreement, for
archival or audit purposes and/or to the extent required by applicable
law, and (b) the Administrator shall have no obligation to return or
destroy Confidential Information of a Fund that resides in save tapes
of Administrator; provided, however, that in either case all such
Confidential Information retained by the Receiving Party shall remain
subject to the provisions of SECTION 11 for so long as it is so
retained. If requested by the Disclosing Party, the Receiving Party
shall certify in writing its compliance with the provisions of this
paragraph.
MISCELLANEOUS PROVISIONS
INTERNET ACCESS. Data and information may be made electronically accessible
to a Fund, its adviser and/or sub-adviser(s) and its investors through
Internet access to one or more web sites provided by the Administrator
("WEB ACCESS"). As between any Fund and the Administrator, the
Administrator shall own all right, title and interest to such Web
Access, including, without limitation, all content, software,
interfaces, documentation, data, trade secrets, design concepts, "look
and feel" attributes, enhancements, improvements, ideas and inventions
and all intellectual property rights inherent in any of the foregoing
or appurtenant thereto including all patent rights, copyrights,
trademarks, know-how and trade secrets (collectively, the "PROPRIETARY
INFORMATION"). Each Fund recognizes that the Proprietary Information
is of substantial value to the Administrator and no Fund shall use or
disclose the Proprietary Information except as specifically authorized
in writing by the Administrator. Use of the Web Access by a Fund or
its agents or investors will be subject to any additional terms of use
set forth on the web site. All Web Access and the information
(including text, graphics and functionality) on the web sites related
to such Web Access is presented "As Is" and "As Available" without
express or implied warranties including, but not limited to, implied
warranties of non-infringement, merchantability and fitness for a
particular purpose. The Administrator neither warrants that the Web
Access will be uninterrupted or error free, nor guarantees the
accessibility, reliability, performance, timeliness, sequence, or
completeness of information provided on the Web Access.
INDEPENDENT CONTRACTOR. In making, and performing under, this Agreement,
the Administrator shall be deemed to be acting as an independent
contractor of each Fund and neither the Administrator nor its
employees shall be deemed an agent, affiliate, legal representative,
joint venturer or partner of any Fund. No party is authorized to bind
any other party to any obligation, affirmation or commitment with
respect to any other Person.
ASSIGNMENT; BINDING EFFECT. No Fund may assign, delegate or transfer, by
operation of law or otherwise, this Agreement (in whole or in part),
or any of such Fund's obligations hereunder, without the prior written
consent of the Administrator, which consent shall not be unreasonably
withheld or delayed. The Administrator may assign, delegate or
transfer, by operation of law or otherwise, all of its rights under
this Agreement to an affiliate of the Administrator or to any person
or entity who purchases all or substantially all of the business or
assets of the Administrator to which this Agreement relates, provided
that such affiliate, person or entity agrees in advance and in writing
to be bound by the terms, conditions and provisions of this Agreement,
and provided, further that the Administrator provides the Funds at
least thirty days prior written notice of such assignment. Subject to
the foregoing, all of the terms, conditions and provisions of this
Agreement shall be binding upon and shall inure to the benefit of each
party's successors and permitted assigns. Any assignment, delegation,
or transfer in violation of this provision shall be void and without
legal effect.
AGREEMENT FOR SOLE BENEFIT OF THE ADMINISTRATOR AND THE FUNDS. This
Agreement is for the sole and exclusive benefit of the Administrator
and the Funds and will not be deemed to be for the direct or indirect
benefit of either (i) the clients or customers of the Administrator or
any Fund or (ii) the Investment Manager. The clients or customers of
the Administrator or any Fund will not be deemed to be third party
beneficiaries of this Agreement nor to have any other contractual
relationship with the Administrator by reason of this Agreement and
each party hereto agrees to indemnify and hold harmless the other
party from any claims of its clients or customers against the other
party including any attendant expenses and attorneys' fees, based on
this Agreement or the services provided hereunder.
GOVERNING LAW. This Agreement 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, and the applicable provisions of the 1940 Act. To
the extent that the applicable laws of the Commonwealth of
Pennsylvania, or any of the provisions herein, conflict with the
applicable provisions of the 1940 Act, the latter shall control.
EQUITABLE RELIEF. Each party agrees that any other party's violation of the
provisions of SECTION 11 (CONFIDENTIALITY) may cause immediate and
irreparable harm to the other party for which money damages may not
constitute an adequate remedy at law. Therefore, the parties agree
that, in the event either party breaches or threatens to breach said
provision or covenant, the other party shall have the right to seek,
in any court of competent jurisdiction, an injunction to restrain said
breach or threatened breach, without posting any bond or other
security.
DISPUTE RESOLUTION. Whenever either party desires to institute legal
proceedings against the other concerning this Agreement, it shall
provide written notice to that effect to such other party. The party
providing such notice shall refrain from instituting said legal
proceedings for a period of thirty days following the date of
provision of such notice. During such period, the parties shall
attempt in good faith to amicably resolve their dispute by negotiation
among their executive officers. This SECTION 12.07 shall not prohibit
either party from seeking, at any time, equitable relief as permitted
under SECTION 12.06.
NOTICE. All notices provided for or permitted under this Agreement (except
for correspondence between the parties related to operations in the
ordinary course) shall be deemed effective upon receipt, and shall be
in writing and (a) delivered personally, (b) sent by commercial
overnight courier with written verification of receipt, or (c) sent by
certified or registered U.S. mail, postage prepaid and return receipt
requested, to the party to be notified, at the address for such party
set forth below, or at such other address of such party specified in
the opening paragraph of this Agreement. Notices to the Administrator
shall be sent to the attention of: General Counsel, SEI Global
Services, Inc., Xxx Xxxxxxx Xxxxxx Xxxxx, Xxxx, Xxxxxxxxxxxx 00000,
with a copy, given in the manner prescribed above, to your current
relationship manager. Notices to a Fund shall be sent to the persons
specified in SCHEDULE IV.
ENTIRE AGREEMENT; AMENDMENTS. This Agreement sets forth the entire
understanding of the parties with respect to the subject matter
hereof. This Agreement supersedes all prior or contemporaneous
representations, discussions, negotiations, letters, proposals,
agreements and understandings between the parties hereto with respect
to the subject matter hereof, whether written or oral. This Agreement
may be amended, modified or supplemented only by a written instrument
duly executed by an authorized representative of each of the parties.
SEVERABILITY. Any provision of this Agreement that is determined to be
invalid or unenforceable in any jurisdiction shall be ineffective to
the extent of such invalidity or unenforceability in such
jurisdiction, without rendering invalid or unenforceable the remaining
provisions of this Agreement or affecting the validity or
enforceability of such provision in any other jurisdiction. If a court
of competent jurisdiction declares any provision of this Agreement to
be invalid or unenforceable, the parties agree that the court making
such determination shall have the power to reduce the scope, duration,
or area of the provision, to delete specific words or phrases, or to
replace the provision with a provision that is valid and enforceable
and that comes closest to expressing the original intention of the
parties, and this Agreement shall be enforceable as so modified.
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.
ANTI-MONEY LAUNDERING LAWS. In connection with performing the Services set
forth herein, the Administrator may provide information that a Fund
may rely upon in connection with such Fund's compliance with
applicable laws and regulations aimed at the prevention and detection
of money laundering and/or terrorism financing activities
(hereinafter, the "REGULATIONS"). Each Fund and the Administrator
agree that the applicable Fund shall be responsible for its compliance
with all such Regulations. It shall be a condition precedent to
providing Services to any Fund under this Agreement and the
Administrator shall have no liability for non-performance of its
obligations under this Agreement unless it is satisfied, in its
absolute discretion, that it has sufficient and appropriate
information and material to discharge its obligations under the
Regulations, and that the performance of such obligations will not
violate any Regulations applicable to it. Without in any way limiting
the foregoing, each Fund acknowledges that the Administrator is
authorized to return an investor's Investment in any Fund and take any
action necessary to restrict repayment of redemption proceeds to the
extent necessary to comply with its obligations pursuant to the
Regulations.
FORCE MAJEURE. No breach of any obligation of a party to this Agreement
(other than obligations to pay amounts owed) 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 negligence 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; act of terrorism, earthquake or natural
disaster. Either party desiring to rely upon any of the foregoing as
an excuse for default or breach will, when the cause arises, give to
the other party prompt notice of the facts which constitute such
cause; and, when the cause ceases to exist, give prompt notice thereof
to the other party.
EQUIPMENT FAILURES. In the event of equipment failures beyond the
Administrator's control, the Administrator shall take reasonable and
prompt steps to minimize service interruptions but shall have no
liability with respect thereto. The Administrator shall develop and
maintain 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.
NON-SOLICITATION. During the term of this Agreement and for a period of one
year thereafter, no Fund shall solicit, make an offer of employment
to, hire, or enter into a consulting relationship with, any person who
was an employee of the Administrator during the term of this
Agreement. If a Fund breaches this provision, such Fund shall pay to
the Administrator liquidated damages equal to 100% of the most recent
twelve month salary of the Administrator's former employee together
with all legal fees reasonably incurred by the Administrator in
enforcing this provision. The foregoing restriction on solicitation
does not apply to unsolicited applications for jobs, responses to
public advertisements or candidates submitted by recruiting firms,
provided that such firms have not been contacted to circumvent the
spirit and intention of this SECTION 12.15.
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.
COUNTERPARTS. This Agreement 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 Agreement to produce or account for more than
one such counterpart. This Agreement shall be deemed executed by both
parties when any one or more counterparts hereof or thereof,
individually or taken together, bears the original or facsimile
signatures of each of the parties.
PUBLICITY. Except to the extent required by applicable Law, neither the
Administrator nor any Fund shall issue or initiate any press release
arising out of or in connection with this Agreement or the Services
rendered hereunder; provided, however, that if no special prominence
is given or particular reference made to any Fund over other clients,
nothing herein shall prevent the Administrator from (i) placing any
Fund on the Administrator's client list(s) (and sharing such list(s)
with current or potential clients of the Administrator); (ii) using
any Fund as reference; or (iii) otherwise orally disclosing that a
Fund is a client of the Administrator at presentations, conferences or
other similar meetings. If the Administrator desires to engage in any
type of publicity other than as set forth in subsections (i) through
(iii) above or if a Fund desires to engage in any type of publicity,
the party desiring to engage in such publicity shall obtain the prior
written consent of the other party hereto, such consent not to be
unreasonably withheld, delayed or conditioned.
COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS. The Administrator
undertakes to comply in all material respects with applicable
requirements of the Securities Act of 1933, the Securities Exchange
Act of 1934, the 1940 Act, and any laws, rules and regulations of
governmental authorities having jurisdiction with respect to the
duties to be performed by the Administrator hereunder including any
applicable anti-money laundering laws and regulations.
[The remainder of this page has intentionally been left blank.]
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the Effective Date.
FUND(S): ADMINISTRATOR:
OLD FIELD FUND, LLC SEI INVESTMENTS GLOBAL FUNDS SERVICES
By: /s/ Xxxxxxx Xxxxxxxxx By: /s/ Xxxxxxx X. Xxxxx
--------------------- --------------------
Name: Xxxxxxx Xxxxxxxxx Name: Xxxxxxx X. Xxxxx
Title: Secretary Title: Sr. Vice President
OLD FIELD MASTER FUND, LLC
By: /s/ Xxxxxxx Xxxxxxxxx
---------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Secretary
OLD FIELD FUND, LDC
By: Old Field Fund LLC as managing member
/s/ Xxxxxxx Xxxxxxxxx
---------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Secretary
SCHEDULE I
FUNDS
-----
OLD FIELD FUND, LLC, a Delaware limited liability company
OLD FIELD MASTER FUND, LLC, a Delaware limited liability company
OLD FIELD FUND, LDC, a Cayman Islands limited duration company
SCHEDULE II
LIST OF SERVICES
----------------
ADMINISTRATIVE SERVICES:
1) STRATEGIC PLANNING AND PRODUCT DEVELOPMENT:
o Assist with the development of a business plan.
Consult on product domicile issues, if needed.
Help define product structure.
Introduce vendors who are experts in areas of interest.
2) COORDINATE PREPARATION OF FUND FINANCIAL STATEMENTS:
o Prepare Fund financial statements and supporting schedules, as
required.
Send financial statements to investors.
N-CSR preparation and filing.
Provide sub-certification of financial reports to chief executive officer and
chief financial officer.
3) COORDINATE ANNUAL FUND AUDITS:
o Liaison with Fund auditors.
Complete audit assistance schedules.
Coordinate audit timetables.
4) BOARD OF DIRECTOR REPORTS/MEETINGS:
o Provide financial and compliance information for Board meetings.
Identify possible Director candidates for the Fund's consideration, if
necessary.
Attend meetings, if requested (provided the Administrator's out of pocket
expenses are paid for by the applicable Fund).
5) LEGAL SUPPORT SERVICES:
o Consult on Fund regulatory issues and anti-money laundering
requirements.
Liase with Fund's outside counsel.
6) FUND PERFORMANCE REPORTING (MONTHLY):
o Provide investment status report.
Provide performance information to client and client-designated third parties.
7) INCOME AND EXPENSE REVIEWS:
o Prepare Fund expense budgets.
Set expense accruals.
Monitor Fund expense limitations/caps.
Approve and authorize payment of expenses.
Track expenses to be paid by third parties (with assistance of Investment
Manager).
8) PORTFOLIO AND REGULATORY COMPLIANCE:
o 5% and 10% Registered Investment Company limitation.
300% asset coverage.
Limitation of investments of Fund assets in any one Fund.
Monitor shares sold to not exceed authorized amount.
File TO 13-e-f (tender offer), Form N-Q (quarterly holdings) and Form N-PX
(proxy results).
9) TAX REPORTING:
o Coordinate or prepare necessary Federal Tax Returns (K-1).
Coordinate or prepare necessary State Tax Returns.
10) CHIEF COMPLIANCE OFFICER SUPPORT:
o Knowledge Partnership.
CCO information and consulting.
ACCOUNTING SERVICES:
1) CALCULATE NET ASSET VALUE PER SHARE:
o Update the final monthly market value of investments.
Review Net Asset Value change from previous valuation for reasonableness.
Obtain hard copy valuations for each Investment held by the Funds.
2) DETERMINE AND REPORT CASH AVAILABILITY TO THE INVESTMENT MANAGER:
o Provide Investment Manager with intra-month hard copy cash
availability.
Prepare and complete bank reconciliations, including notifying the appropriate
agent of any unusual reconciling items.
3) PARTNERSHIP ACCOUNTING RECORDS
o Allocate book basis profit and loss to individual partner capital
accounts in accordance with the partnership agreements.
Calculate incentive / performance re-allocation/fee for each capital account in
accordance with the partnership agreement.
Track high water xxxx and loss recovery accounts for purposes of the incentive
fee calculation in accordance with the partnership agreements.
4) ASSIST INVESTMENT MANAGER WITH UNDERLYING FUND PURCHASES/REDEMPTIONS:
o Facilitate the appropriate money movements to/from the custody bank
to the underlying fund manager.
Complete necessary documents relating to the Fund's purchases and sales of the
underlying funds (i.e. subscription documents and redemption letters).
5) RECONCILE AND RECORD ALL EXPENSE ACCRUALS:
o Accrue expenses based upon budget either as a percentage of Fund's
net assets or specific dollar amounts.
Accrue and calculate amortization of organizational expenses, if applicable.
Monitor expense limitations, if applicable.
Pay Fund expenses.
6) ENTER ALL INVESTMENT TRANSACTIONS INTO THE ACCOUNTING RECORDS:
o Receive and record all transaction information provided by the
Investment Manager.
Verify individual security settlements with the custody agent.
Maintain a security ledger of transactions.
Determine realized gains or losses on security trades.
Provide currency exchange rate realized and unrealized gain/loss detail.
7) ENTER ALL INVESTOR TRANSACTIONS INTO THE ACCOUNTING RECORDS:
o Process all subscriptions and redemptions.
Verify individual settlements with the custody agent.
Reconcile all outstanding share/partner balances to the transfer agent's
records.
8) REVIEW CUSTODY AGENT'S STATEMENTS:
o Reconcile cash and currency balances.
Reconcile all security positions.
Reconcile all interest and dividend receivable balances.
Reconcile all foreign tax reclaim receivable balances, if applicable.
9) SUBMIT ACCOUNTING REPORTS TO THE INVESTMENT MANAGER/CLIENT:
o Portfolio Valuation (listing of individual holdings, cost basis,
market value, unrealized appreciation/depreciation and percentage
of portfolio).
Net Asset Value Calculation.
Expense Summary
Income Statement
Balance Sheet
10) SUPPORT INVESTMENT MANAGER DUE DILIGENCE PROCESS FOR PROSPECTIVE INVESTORS
THROUGH ON-SITE VISITS AS REQUESTED.
INVESTOR SERVICING:
11) PROCESSING OF INVESTOR ACTIVITY:
o Process new issues, subscriptions, redemptions, conversions and
exchanges of Shares.*
Manage tender process including defining the timeline, distributing materials to
investors, tracking member responses, tabulating tender offer results and
calculating tender payments.
Report investor activity through investor deal board.
Instruct money movements pertaining to investor transactions.
Confirm transactions to investors and/or distributors and complete audit request
from auditors of the investors.
Administer required payments for commission, sales loads and member servicing
fees.
Retain correspondence and other information pertaining to the investor register.
Address investor inquiries.
Fulfill investor document requests (e.g. offering memorandum financial
statements)
Issue Shares in accordance with the applicable Organizational Documents upon
receipt of: (a) duly completed subscription documents; (b) the full amount of
the subscription monies payable in respect of the Shares being subscribed in
available Funds; and (c) documents or evidence satisfactory to the Administrator
that applicable anti-money laundering regulations in any applicable jurisdiction
have been complied with in relation to the prospective investor and the
subscription.
12) REPORTING OF INVESTOR ACTIVITY:
o Mail account statements, notices of meetings and reports to
investors of record.
Provide Fund accountants with reports and other investor activity information.
13) MAINTAIN FUND INVESTOR RECORDS:
o Maintain the investor register.
Maintain investor files.
Provide liaison with independent auditors for transfer agency inspection.
14) ANTI-MONEY LAUNDERING ("AML")
o Verify the identity of any Person seeking to open an account with a
Fund;
maintain records of the information used to verify the Person's identity;
determine whether the Person appears on any lists of known or suspected
terrorists or terrorist organizations provided to a Fund by any government
agency; in accordance with the Regulations;
Determine when a suspicious activity report ("SAR") should be filed as required
by the Regulations; prepare and file the SAR; notify the Funds of the SAR unless
prohibited by law;
Submit all financial transactions against the Office of Foreign Asset Control
("OFAC") database and Financial Crimes and Enforcement Network's ("FinCEN")
314(a) List or any successor list as may be required from time to time;
Compare account information to any FinCEN request received by the Fund and
provided to the transfer agent pursuant to USA PATRIOT Act Sec. 314(a). Provide
the Funds with documents/information necessary to respond to requests under USA
PATRIOT Act Sec. 314(a) within required time frames;
Place holds on transactions in member accounts or freeze assets in member
accounts, as provided in the Administrator's anti-money laundering programs and
in accordance with the Regulations, subject to the provisions of this Amendment.
Maintain all records or other documentation related to member accounts and
transactions therein that are required to be prepared and maintained pursuant to
the Administrator's internal AML program, and make the same available for
inspection by (i) the Funds' chief AML compliance officer, (ii) any auditor of
the Funds' AML program or related procedures, policies or controls that has been
designated by the Funds in writing, or (iii) regulatory or law enforcement
authorities, and otherwise make said records or other documents available at the
direction of the Funds' AML compliance officer.
*SUBSCRIPTION/REDEMPTION ACCOUNT SERVICES:
15) AUTHORIZE THE TRANSFER OF MONEY FROM THE FUND'S SUBSCRIPTION/REDEMPTION
ACCOUNT INTO THE FUND'S TRADING ACCOUNT UPON WRITTEN INSTRUCTION FROM AN
INDIVIDUAL AUTHORIZED BY THE INVESTMENT MANAGER.
16) AUTHORIZE THE TRANSFER OF MONEY IN CONNECTION WITH REDEMPTION OF SHARES
FROM THE FUND'S SUBSCRIPTION/REDEMPTION ACCOUNT TO INDIVIDUAL INVESTORS
UPON WRITTEN INSTRUCTION FROM AN INDIVIDUAL AUTHORIZED BY THE INVESTMENT
MANAGER.
17) AUTHORIZE THE RETURN OF INITIAL INVESTMENT MONEY TO A SUBSCRIBER IF THE
SUBSCRIBER DOES NOT MEET THE FUND'S INVESTMENT REQUIREMENTS OR AS DIRECTED
BY THE FUND OR THE INVESTMENT MANAGER UPON WRITTEN INSTRUCTION FROM AN
INDIVIDUAL AUTHORIZED BY THE INVESTMENT MANAGER.
18) PERFORM THE ANTI-MONEY LAUNDERING SERVICES SET FORTH IN THE ADMINISTRATION
AGREEMENT.
19) AUTHORIZE THE TRANSFER OF MONEY FROM THE FUND'S SUBSCRIPTION/REDEMPTION
ACCOUNT TO AN APPROPRIATE REGULATORY/LEGAL ENTITY UPON: (A) THE ORDER OF A
COURT WITH JURISDICTION, A PROPER GOVERNMENTAL AUTHORITY OR A SELF
REGULATORY ORGANIZATION; OR (B) WRITTEN INSTRUCTION FROM AN INDIVIDUAL
AUTHORIZED BY THE INVESTMENT MANAGER.
CUSTODY SERVICES:
Custody services will be provided via a separate agreement between the Funds and
SEI Private Trust Company.
SEI [LOGO]
SCHEDULE III
SCHEDULE OF FEES
----------------
ADMINISTRATION AND ACCOUNTING FEE:
The following fees are due and payable monthly to Administrator pursuant to
SECTION 8 of the Agreement. The Fund(s) 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
aggregate net assets of the Fund as of the prior month-end):
------------------------------------------------------------------
FUND ASSETS BASIS POINTS
------------------------------------------------------------------
First $250 million in aggregate net assets 12
------------------------------------------------------------------
Next $250 million in aggregate net assets 10
------------------------------------------------------------------
Aggregate net assets in excess of $500 million 8
------------------------------------------------------------------
ANNUAL MINIMUM FEE (CALCULATED AND PAID ON A MONTHLY BASIS):
------------------------------------------------------------------
Fund(s) Annual Minimum Fee
------------------------------------------------------------------
$ 100,000
------------------------------------------------------------------
INVESTOR SERVICING FEE:
$100 annual per investor account charge
$50 per new investor account setup
$25 per investor transaction
If investor base exceeds 200 investors an annual fixed fee of $22,000 will also
apply to the investor servicing fees.
CUSTODY FEE:
1 basis point annually on the aggregate month-end net assets of the Funds.
ADDITIONAL FEEDERS/CLASSES:
$15,000 per 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.
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SEI [LOGO]
SCHEDULE IV
NOTICE INSTRUCTION FORM
-----------------------
TO WHOM NOTICES SHOULD BE SENT PURSUANT TO SECTION 12.08 OF THE AGREEMENT (ONE
CONTACT PER FUND PARTY, PLEASE):
Name of Party or Parties: __________________________________________
Name of Contact: Xxxxxxx Xxxxxxxxx
Address: 000 Xxxxxxx Xxxxxx, Xxxxx 000, XX, XX 00000
Telephone No.: 212-532-3651
Facsimile No.: 000-000-0000
Email Address: __________________________________________
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