Kiewit Investment Fund LLLP Sample Contracts

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AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
Limited Partnership Agreement • July 25th, 2005 • Kiewit Investment Fund LLLP • Delaware

THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (“Agreement”) of Kiewit Investment Fund LLLP (the “Partnership”), effective as of July 22, 2005, is entered into by and among Kiewit Investment Holdings Inc., a Delaware corporation (the “General Partner”), and Kiewit Finance Group Inc., a Delaware corporation (the “Initial Limited Partner”), together with any other Persons who become Partners in the Partnership as provided herein.

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • November 13th, 2007 • Kiewit Investment Fund LLLP • Delaware

This INVESTMENT ADVISORY AGREEMENT (this “AGREEMENT”) is made effective as of the 7th day of August, 2007 by and between Kiewit Investment Fund LLLP, a Delaware limited liability limited partnership registered as a closed-end, non-diversified management investment company under the Investment Company Act of 1940, as amended (the “1940 ACT”) (hereinafter called the “FUND”), and Hall Capital Partners LLC (formerly Offit Hall Capital Management LLC), a Delaware limited liability company (hereinafter called “ADVISER”), for advisory services in connection with the FUND’s investment program as set forth from time to time in the Fund’s Registration Statement on Form N-2, as amended from time to time (“REGISTRATION STATEMENT”), under the 1940 ACT and the Securities Act of 1933, as amended (the “1933 ACT”).

INVESTMENT SUB-ADVISORY AGREEMENT AMONG KIEWIT INVESTMENT FUND LLLP HALL CAPITAL PARTNERS LLC AND PAYDEN & RYGEL
Investment Sub-Advisory Agreement • November 13th, 2007 • Kiewit Investment Fund LLLP • California

This Agreement (“Agreement”) is made as of August 7th, 2007, by and among Kiewit Investment Fund LLLP, a Delaware limited liability limited partnership (the “Fund”), Hall Capital Partners LLC (formerly Offit Hall Capital Management LLC), a Delaware limited liability company (the “Adviser”), and Payden & Rygel, a California corporation (the “Sub-Adviser”).

KIEWIT INVESTMENT FUND LLLP SUB-ADVISORY AGREEMENT BY AND AMONG PAYDEN & RYGEL, KIEWIT INVESTMENT FUND LLLP AND OFFIT HALL CAPITAL MANAGEMENT LLC
Sub-Advisory Agreement • July 8th, 2005 • Kiewit Investment Fund LLLP • California

This sub-advisory agreement (“Agreement”) is made as of ___, 2005, by and among Offit Hall Capital Management LLC, a Delaware limited liability company (the “Adviser”), Kiewit Investment Fund LLLP, a Delaware limited liability limited partnership (the “Fund”), and Payden & Rygel, a California corporation (the “Sub-Adviser”).

INVESTMENT SUB-ADVISORY AGREEMENT AMONG KIEWIT INVESTMENT FUND LLLP, HALL CAPITAL PARTNERS LLC AND PZENA INVESTMENT MANAGEMENT, LLC
Investment Sub-Advisory Agreement • November 13th, 2007 • Kiewit Investment Fund LLLP • New York

This Agreement (“Agreement”) is made as of the 7th day of August, 2007 by and among Kiewit Investment Fund LLLP, a Delaware limited liability limited partnership (the “Fund”), Hall Capital Partners LLC (formerly Offit Hall Capital Management LLC) (the “Adviser”) and Pzena Investment Management, LLC, a Delaware limited liability company (the “Sub-Adviser”).

INVESTMENT SUB-ADVISORY AGREEMENT AMONG KIEWIT INVESTMENT FUND LLLP, OFFIT HALL CAPITAL MANAGEMENT LLC AND SSGA FUNDS MANAGEMENT, INC.
Kiewit Investment Fund LLLP • July 8th, 2005 • Delaware

This Agreement is made as of this ___day of ___, 2005, by and among Kiewit Investment Fund LLLP, a Delaware limited liability limited partnership (the “Fund”), Offit Hall Capital Management LLC, a Delaware limited liability company (the “Adviser”), and SSgA Funds Management, Inc., a Massachusetts corporation (the “Sub-Adviser”).

FUND SERVICES AGREEMENT • Fund Administration Services • Fund Accounting Services • Transfer Agency Services Kiewit Investment Fund LLLP April 1, 2008
Fund Services Agreement • April 7th, 2008 • Kiewit Investment Fund LLLP • New York

AGREEMENT made as of April 1, 2008 by and between Kiewit Investment Fund LLLP (the “Fund”), a Delaware limited partnership and J.P. Morgan Investor Services Co. (“J.P. Morgan”), a Delaware corporation.

GLOBAL CUSTODY AGREEMENT BETWEEN KIEWIT INVESTMENT FUND LLLP AND JPMORGAN CHASE BANK, N.A.
Global Custody Agreement • July 8th, 2005 • Kiewit Investment Fund LLLP • New York

This Agreement, dated 200___, is between JPMORGAN CHASE BANK, N.A. (“Bank”), with a place of business at ; and KIEWIT INVESTMENT FUND LLLP (“Customer”) with a place of business at Kiewit Plaza, Omaha, Nebraska 68131.

ARTICLE I. DEFINITIONS
Limited Partnership Agreement • March 4th, 2005 • Kiewit Investment Fund L.P. • Delaware
INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • June 23rd, 2010 • Kiewit Investment Fund LLLP • Delaware

This INVESTMENT ADVISORY AGREEMENT (this “AGREEMENT”) is made effective as of the 12th day of August, 2009 by and between Kiewit Investment Fund LLLP, a Delaware limited liability limited partnership registered as a closed-end, non-diversified management investment company under the Investment Company Act of 1940, as amended (the “1940 ACT”) (hereinafter called the “FUND”), and Hall Capital Partners LLC (formerly Offit Hall Capital Management LLC), a Delaware limited liability company (hereinafter called “ADVISER”), for advisory services in connection with the FUND’s investment program as set forth from time to time in the Fund’s Registration Statement on Form N-2, as amended from time to time (“REGISTRATION STATEMENT”), under the 1940 ACT and the Securities Act of 1933, as amended (the “1933 ACT”).

DISTRIBUTION AGREEMENT
Distribution Agreement • July 8th, 2005 • Kiewit Investment Fund LLLP • Wisconsin

THIS AGREEMENT is made and entered into as of this 6th day of July, 2005, by and among Kiewit Investment Fund L.P., a Delaware limited partnership (the “Fund”), Kiewit Investment Holdings, Inc., the general partner of the Fund (the “General Partner”) and Quasar Distributors, LLC, a Delaware limited liability company (the “Distributor”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • July 8th, 2005 • Kiewit Investment Fund LLLP • New York

This Investment Sub-Advisory Agreement (“Agreement”) is made as of the ______ day of ______, 2005 by and among Kiewit Investment Fund LLLP, a Delaware limited liability limited partnership (the “Fund”), Offit Hall Capital Management LLC (the “Adviser”) and Pzena Investment Management, LLC, a Delaware limited liability company (the “Sub-Adviser”).

FUND SERVICES AGREEMENT
Fund Services Agreement • July 8th, 2005 • Kiewit Investment Fund LLLP • New York
FUND SERVICES AGREEMENT BETWEEN KIEWIT INVESTMENT FUND LLLP AND JPMORGAN CHASE BANK, N.A.
Fund Services Agreement • June 14th, 2011 • Kiewit Investment Fund LLLP • New York

This Agreement, dated April 1, 2011, is between Kiewit Investment Fund LLLP a Delaware limited liability limited partnership whose principal place of business is at Kiewit Plaza, Omaha, Nebraska (the “Customer" or, the “Fund”) and JPMORGAN CHASE BANK, N. A. with a place of business at One Beacon Street, Boston, Massachusetts 02108 (“J.P. Morgan”).

FORM OF INVESTMENT SUB-ADVISORY AGREEMENT INVESTMENT SUB-ADVISORY AGREEMENT among KIEWIT INVESTMENT FUND LLLP and HALL CAPITAL PARTNERS LLC and GEODE CAPITAL MANAGEMENT, LLC
Sub-Advisory Agreement • June 23rd, 2010 • Kiewit Investment Fund LLLP • Delaware

This Agreement is entered into as of February 17, 2010, by and among Kiewit Investment Fund LLLP, a Delaware limited liability limited partnership (the “Fund”), Hall Capital Partners LLC, a Delaware limited liability company (the “Adviser”), and Geode Capital Management, LLC, a Delaware limited liability company (the “Sub-adviser”).

PZENA INVESTMENT MANAGEMENT, LLC
Kiewit Investment Fund LLLP • November 14th, 2006
INVESTMENT SUB-ADVISORY AGREEMENT AMONG KIEWIT INVESTMENT FUND LLLP, HALL CAPITAL PARTNERS LLC AND SSGA FUNDS MANAGEMENT, INC.
Investment Sub-Advisory Agreement • November 13th, 2007 • Kiewit Investment Fund LLLP • Delaware

This Agreement is made as of this 7th day of August, 2007, by and among Kiewit Investment Fund LLLP, a Delaware limited liability limited partnership (the “Fund”), Hall Capital Partners LLC (formerly Offit Hall Capital Management LLC), a Delaware limited liability company (the “Adviser”), and SSgA Funds Management, Inc., a Massachusetts corporation (the “Sub-Adviser”).

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