Common use of Description of Investor Services on a Continuous Basis Clause in Contracts

Description of Investor Services on a Continuous Basis. PFPC will perform the following investor services if required with respect to the Fund: (i) Maintain the register of Shareholders of the Fund, which shall include the name, address and tax identification of Shareholders, and enter on such register all issues, transfers and repurchases of Shares in the Fund; (ii) Arrange for the calculation of the issue and repurchase prices of Shares in the Fund in accordance with the procedures set forth in the Prospectus and Organizational Documents; (iii) Process subscriptions in accordance with the Prospectus and Organizational Documents. Such processing shall include PFPC’s review of a prospective investor’s completed subscription application/agreement as required by the Fund (“Subscription Documents”). Upon determining that such Subscription Documents have been fully completed, PFPC shall forward the completed Subscription Documents to the Fund or its designee for final approval of the prospective investor’s admission into the Fund. For the avoidance of doubt, the parties understand and agree that PFPC’s review of Subscription Documents hereunder shall be limited to its review of such Subscription Documents for completion only. Nothing herein shall impose upon PFPC an obligation to conduct a substantive review of Subscription Documents (for compliance with any requirements under Regulation D under the 1933 Act or otherwise), nor shall PFPC be deemed to be exercising any power or authority on behalf of the Fund to approve a prospective investor as eligible or qualified to invest in the Fund; (iv) Process repurchases in accordance with the procedures set forth in the Prospectus and Organizational Documents; (v) Coordinate the printing, mailing and tracking of periodic tender offers (e.g., collect responses to tender offers, verify completed form is in good order and timely, and provide daily tender offer reports and final tender offer report), and prepare promissory notes promptly after the close of the tender period; (vi) Process all requests to transfer Shares in accordance with the transfer procedures set forth in the Prospectus, and effectuate a transfer of Shares upon receipt of Written Instructions; (vii) Upon Written Instructions, process and execute the distribution of dividends and other distributions to Members, to the extent applicable, in accordance with the Prospectus and the Organizational Documents; (viii) Forward any Shareholder inquiries to the Fund and assist the Fund in responding to such inquiries when necessary; (ix) Upon receipt of Written Instructions, mail to Shareholders quarterly reports and financial statements, as well necessary correspondence and such other reports and other written material designated by the Fund; (x) Notify the Adviser and/or accounting agent of any Share activity; (xi) Annually mail Schedule K-1s to Shareholders; and (xii) Perform such additional investor services as may subsequently be agreed upon in writing between the Fund and PFPC.

Description of Investor Services on a Continuous Basis. PFPC will perform the following investor services if required with respect to the Fund (for the avoidance of doubt, the following services, as they relate to the Fund:, shall apply only in the event that the Fund in the future is offered to “outside” investors/ investors other than Feeder Funds): (i) Maintain the register of Shareholders of the Fund, which shall include the name, address and tax identification of Shareholders, and enter on such register all issues, transfers and repurchases of Shares in the Fund; (ii) Arrange for the calculation of the issue and repurchase prices of Shares in the Fund in accordance with the procedures set forth in the Prospectus and Organizational Documents; (iii) Process subscriptions in accordance with the Prospectus and Organizational Documents. Such processing shall include PFPC’s review of a prospective investor’s completed subscription application/agreement as required by the Fund (“Subscription Documents”). Upon determining that such Subscription Documents have been fully completed, PFPC shall forward the completed Subscription Documents to the Fund or its designee for final approval of the prospective investor’s admission into the Fund. For the avoidance of doubt, the parties understand and agree that PFPC’s review of Subscription Documents hereunder shall be limited to its review of such Subscription Documents for completion only. Nothing herein shall impose upon PFPC an obligation to conduct a substantive review of Subscription Documents (for compliance with any requirements under Regulation D under the 1933 Act or otherwise), nor shall PFPC be deemed to be exercising any power or authority on behalf of the Fund to approve a prospective investor as eligible or qualified to invest in the Fund; (iv) Process repurchases in accordance with the procedures set forth in the Prospectus and Organizational Documents; (v) Coordinate the printing, mailing and tracking of periodic tender offers (e.g., collect responses to tender offers, verify completed form is in good order and timely, and provide daily tender offer reports and final tender offer report), and prepare promissory notes promptly after the close of the tender period; (vi) Process all requests to transfer Shares in accordance with the transfer procedures set forth in the Prospectus, and effectuate a transfer of Shares upon receipt of Written Instructions; (vii) Upon Written Instructions, process and execute the distribution of dividends and other distributions to Members, to the extent applicable, in accordance with the Prospectus and the Organizational Documents; (viii) Forward any Shareholder inquiries to the Fund and assist the Fund in responding to such inquiries when necessary; (ix) Upon receipt of Written Instructions, mail to Shareholders quarterly reports and financial statements, as well necessary correspondence and such other reports and other written material designated by the Fund; (x) Notify the Adviser and/or accounting agent of any Share activity; (xi) Annually mail Schedule K-1s to Shareholders; and (xii) Perform such additional investor services as may subsequently be agreed upon in writing between the Fund and PFPC.