CUSTODY AGREEMENTCustody Agreement • June 27th, 2013 • Grosvenor Registered Multi-Strategy Fund (W), LLC • New York
AGREEMENT, dated as of December 4, 2012 by and between each entity listed on Schedule II attached hereto (each a “Fund” or collectively the “Funds”) and The Bank of New York Mellon, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“Custodian”).
MASTER / FEEDER AGREEMENT BETWEEN GROSVENOR REGISTERED MULTI-STRATEGY FUND (W), LLC AND GROSVENOR REGISTERED MULTI-STRATEGY MASTER FUND, LLC dated as of June , 2013Agreement • June 27th, 2013 • Grosvenor Registered Multi-Strategy Fund (W), LLC • New York
THIS AGREEMENT (the “Agreement”) is made and entered into as of the day of June, 2013, by and among Grosvenor Registered Multi-Strategy Fund (W), LLC (the “Feeder Fund”), a Delaware limited liability company, and Grosvenor Registered Multi-Strategy Master Fund, LLC (the “Master Fund”), a Delaware limited liability company.
GROSVENOR REGISTERED MULTI-STRATEGY FUND (W), LLC (A Delaware Limited Liability Company) LIMITED LIABILITY COMPANY AGREEMENT Dated as of June 18, 2013 Suite 1100 Chicago, IL 60611Limited Liability Company Agreement • June 27th, 2013 • Grosvenor Registered Multi-Strategy Fund (W), LLC • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT of Grosvenor Registered Multi-Strategy Fund (W), LLC (the “Fund”) is dated as of June 18, 2013 by and among the Board of Directors.
GROSVENOR CONTINUOUSLY OFFERED CLOSED-END REGISTERED FUNDS FORM OF DEALER AGREEMENTForm of Dealer Agreement • June 27th, 2013 • Grosvenor Registered Multi-Strategy Fund (W), LLC • New York
This agreement (this “Agreement”) is delivered in connection with the offering of limited liability company interests (“Shares”) in each of the funds listed on Schedule 1 hereto (each a “Fund” and collectively the “Funds”), each of which is a Delaware limited liability company operating as a closed-end, diversified management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”).
FORM OF CUSTODY AGREEMENT JOINDER AGREEMENTCustody Agreement • June 27th, 2013 • Grosvenor Registered Multi-Strategy Fund (W), LLC
Reference is made to the Custody Agreement dated as of December 4, 2012 (the “Agreement”) by and among each entity listed on Schedule II thereto, and such other entities as may agree to join the Agreement in the future (each a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (“Custodian”). Capitalized terms not otherwise defined herein have the meaning ascribed to them in the Agreement.
FORM OF MANAGEMENT AGREEMENTForm of Management Agreement • June 27th, 2013 • Grosvenor Registered Multi-Strategy Fund (W), LLC • Delaware
THIS MANAGEMENT AGREEMENT is made and executed the day of , 2013, by and between Grosvenor Registered Multi-Strategy Fund (W), LLC, a Delaware limited liability company (the “Company”), and Grosvenor Capital Management, L.P., an Illinois limited partnership (“Grosvenor”).
GROSVENOR CONTINUOUSLY OFFERED CLOSED-END REGISTERED FUNDS FORM OF DISTRIBUTION AGREEMENTForm of Distribution Agreement • June 27th, 2013 • Grosvenor Registered Multi-Strategy Fund (W), LLC • Delaware
This Distribution Agreement (the “Agreement”) dated as of , 2013, shall be entered into by and among the funds listed in Appendix A (each a “Fund” and collectively the “Funds”), each of which is a Delaware limited liability company operating as a closed-end, diversified management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and Grosvenor Securities, LLC (the “Distributor”), a Delaware limited liability company operating as a broker-dealer, registered under the Securities and Exchange Act of 1934, as amended, and with the Financial Industry Regulatory Authority, Inc. (“FINRA”).
