Susa Registered Fund, L.L.C. Sample Contracts

CUSTODY AGREEMENT by and between Susa Registered Fund, L.L.C. and THE BANK OF NEW YORK MELLON
Custody Agreement • April 28th, 2014 • Susa Registered Fund, L.L.C. • New York

CUSTODY AGREEMENT, dated as of the latest date set forth on the signature page hereto, between SUSA REGISTERED FUND, L.L.C., a limited liability company organized under the laws of Delaware (the “Fund”) and THE BANK OF NEW YORK MELLON, a bank organized under the laws of the state of New York (the “Custodian”).

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ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • April 28th, 2014 • Susa Registered Fund, L.L.C. • New York

AGREEMENT made as of _____________, 2013 by and between each entity listed on Annex I attached hereto severally and not jointly (each a “Fund” or collectively the “Funds”), and BNY MELLON INVESTMENT SERVICING (US) INC., a corporation organized under the laws of the State of Massachusetts (“BNYM”). It is understood and agreed that this Agreement shall constitute a separate agreement with each Fund listed on Annex I attached hereto, as such Annex I may be amended from time to time, as if each Fund had executed a separate agreement naming only itself as Fund. No Fund shall have any liability under this Agreement for the obligations of any other Fund so listed and no Fund shall be jointly and severally liable for the obligations of any other Fund. For the avoidance of doubt, any breach or default triggered by a particular Fund shall not affect in any way, any other Fund and any termination of an Agreement with a particular Fund shall in no way affect the remaining Agreements with each Fund

FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • April 28th, 2014 • Susa Registered Fund, L.L.C. • New York

AGREEMENT made as of _________________, 20__ by and between Susa Registered Fund, L.L.C., a Delaware limited liability company that is registered under the Investment Company Act of 1940, as amended (the “1940 Act”) as a non-diversified, closed-end management investment company (the “Fund”) and The Bank of New York Mellon (“BNY”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 28th, 2014 • Susa Registered Fund, L.L.C. • New York

AGREEMENT made and executed the 30th day of January, 2014, by and between Susa Registered Fund, L.L.C., a Delaware limited liability company (the "Fund"), and Susa Fund Management LLP, a limited liability partnership incorporated under the laws of England and Wales (the "Adviser"):

A Delaware Limited Liability Company) LIMITED LIABILITY COMPANY AGREEMENT Dated as of November 21, 2013 4400 Computer Drive Westborough, MA 01581 (866) 270-1948
Limited Liability Company Agreement • April 28th, 2014 • Susa Registered Fund, L.L.C. • Delaware

THIS LIMITED LIABILITY COMPANY AGREEMENT of Susa Registered Fund, L.L.C. (the “Company”) is dated as of November 21, 2013 by and among Graeme White as the initial Manager, Susa Fund Management LLP as the Special Advisory Member, and those persons who have been admitted as members of the Company (“Members”) as of the date hereof, or who hereinafter are admitted as Members.

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