AMENDMENT NO. 1 TO
ADMINISTRATION AGREEMENT
THIS AMENDMENT NO. 1 TO ADMINISTRATION AGREEMENT (this "AMENDMENT"), effective
as of February 8, 2007 (the "AMENDMENT EFFECTIVE DATE"), between and among Old
Mutual 2100 Absolute Return Master Fund, L.L.C.; Old Mutual 2100 Absolute Return
Fund, L.L.C.; Old Mutual 2100 Emerging Managers Master Fund, L.L.C.; Old Mutual
2100 Emerging Managers Fund, L.L.C. (collectively, the "EXISTING FUNDS"); Old
Mutual 2100 Emerging Managers Institutional Fund, L.L.C. and Old Mutual 2100
Absolute Return Institutional Fund, L.L.C. (collectively, the "NEW FEEDER FUNDS"
and together with the Existing Funds, the "FUNDS") and SEI Investments Global
Funds Services (hereinafter referred to as the "ADMINISTRATOR").
WHEREAS:
1. The Administrator and the Existing Funds entered into an
Administration Agreement, dated as of October 13, 2006 (the
"AGREEMENT"), pursuant to which, among other things, the
Administrator agreed to provide certain administration services
on behalf of the Existing Funds; and
2. The parties hereto desire to amend the Agreement on the terms and
subject to the conditions provided herein.
NOW THEREFORE, in consideration of the premises, covenants, representations and
warranties contained herein and intending to be legally bound hereby, the
parties hereto agree as follows:
1. SCHEDULE I (FUNDS). Schedule I (Funds) of the Agreement is hereby deleted
in its entirety and replaced as set forth in Attachment I hereto.
2. SCHEDULE III (SCHEDULE OF FEES). The terms set forth under the heading,
"Administration and Accounting Fee" of Schedule III (Schedule of Fees) of
the Agreement are hereby deleted in their entirety and replaced as set
forth in Attachment II hereto.
3. TERM AND RENEWAL. Section 9.01 of the Agreement is hereby deleted in its
entirety and replaced as set forth below:
TERM AND RENEWAL. This Agreement shall become effective as of the Effective
Date and shall remain in effect for a period of three years from and after
the Live Date of Old Mutual 2100 Absolute Return Fund, L.L.C. (November 1,
2006) (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 of the then current term to each other party
hereto.
4. RATIFICATION OF AGREEMENT. Except as expressly amended and provided herein,
all of the terms, conditions and provisions of the Agreement shall continue
in full force and effect.
5. COUNTERPARTS. This Amendment 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 Amendment to produce or account for more than one such
counterpart. This Amendment shall be deemed executed by each party when any
one or more counterparts hereof or thereof, individually or taken together,
bears the original, facsimile or scanned signatures of each of the parties.
6. GOVERNING LAW. This Amendment 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.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF this Amendment has been entered into as of the day and year
first above written.
FUNDS: ADMINISTRATOR:
OLD MUTUAL 2100 ABSOLUTE RETURN MASTER FUND, SEI INVESTMENTS GLOBAL FUNDS
L.L.C. SERVICES
By: _______________________
By: _______________________________________ Name:
Name: Title:
Title:
OLD MUTUAL 2100 ABSOLUTE RETURN FUND, L.L.C.
By: _______________________________________
Name:
Title:
OLD MUTUAL 2100 EMERGING MANAGERS MASTER FUND, L.L.C.
By: _______________________________________
Name:
Title:
OLD MUTUAL 2100 EMERGING MANAGERS FUND, L.L.C.
By: _______________________________________
Name:
Title:
OLD MUTUAL 2100 ABSOLUTE RETURN
INSTITUTIONAL FUND, L.L.C.
By: _______________________________________
Name:
Title:
OLD MUTUAL 2100 EMERGING MANAGERS INSTITUTIONAL
FUND, L.L.C.
By: _______________________________________
Name:
Title:
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ATTACHMENT I
SCHEDULE I
FUNDS
MASTER FUNDS FEEDER FUNDS
--------------------------------------------------------------------------------
Old Mutual 2100 Absolute Return Master Fund, Old Mutual 2100 Absolute
L.L.C. Return Fund, L.L.C.
--------------------------------------------------------------------------------
Old Mutual 2100 Absolute
Return Institutional
Fund, L.L.C.
--------------------------------------------------------------------------------
Old Mutual 2100 Emerging Managers Master Fund, Old Mutual 2100 Emerging
L.L.C. Managers Fund, L.L.C.
--------------------------------------------------------------------------------
Old Mutual 2100 Emerging
Managers Institutional Fund,
L.L.C.
--------------------------------------------------------------------------------
3
ATTACHMENT II
ADMINISTRATION AND ACCOUNTING FEE:
The following fees are due and payable monthly to Administrator pursuant to
SECTION 8 of the Agreement. Each Fund 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 net
assets of the applicable Fund as of the prior month-end):
--------------------------------------------
BASIS POINTS
-----------------------------------------------------------------------------------------
EACH FEEDER EACH MASTER FUND TOTAL
FUND
-----------------------------------------------------------------------------------------
First $100 million in net assets of the 13 1 14
applicable Fund
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Next $200 million in aggregate net assets 11 1 12
of the applicable Fund
-----------------------------------------------------------------------------------------
Next $200 million in aggregate net assets 9 1 10
of the applicable Fund
-----------------------------------------------------------------------------------------
Net assets of the applicable Fund in excess 7 1 8
of $500 million
-----------------------------------------------------------------------------------------
ANNUAL MINIMUM FEE: (The Administration and Accounting Fee assumes a tiered
minimum fee per fund as follows):
Year 1** Year 2 Year 3
Old Mutual 2100 Absolute Return Master Fund, L.L.C. $5,000 $5,000 $5,000
Old Mutual 2100 Emerging Managers Master Fund, L.L.C. $5,000 $5,000 $5,000
The Annual Minimum Fee with respect to each Feeder Fund shall be an amount equal
to (1) such Feeder Fund's Applicable Percentage multiplied by (2) the Annual
Feeder Minimum. For purposes of the foregoing:
"APPLICABLE PERCENTAGE" means the portion (expressed as a percentage) of
the aggregate net assets of all of the Feeder Funds attributed to the
applicable Feeder Fund. For example, if the aggregate net assets of all
of the Feeder Funds equals $25,000,000 and Feeder Fund A has net assets
equal to $5,000,000, then the Applicable Percentage of Feeder Fund A is
20% (5,000,000/25,000,000= 0.2 or 20%).
"ANNUAL FEEDER MINIMUM" means (a) with respect to Year 1, $70,000 for
the initial Feeder Fund in each master/feeder fund structure plus
$15,000 for each Feeder Fund within the same master/feeder fund
structure added after the Effective Date; (b) with respect to Year 2,
$120,000 for the initial Feeder Fund in each master/feeder fund
structure plus $15,000 for each Feeder Fund within the same master/
feeder fund structure added after the Effective Date and (c) with
respect to Year 3, $145,000 for the initial Feeder Fund in each master/
feeder fund structure plus $15,000 for each Feeder Fund within the same
master/feeder fund structure added after the Effective Date.
** For purposes of clarification, the term year 1, year 2 and year 3 shall refer
to the twelve month period beginning as of the Effective Date (with respect to
year 1) or the first or second anniversary of the Effective Date (with respect
to year 2 and year 3, respectively) and continuing for a period of twelve months
thereafter.
In consideration for the minimum fee concessions given by the Administrator
during the period immediately following the Effective Date, each Fund hereby
agrees that, in the event that a Fund is liquidated during the 18 months
immediately following the Effective Date, such liquidating Fund shall pay the
Administrator an early termination fee in an amount equal to $150,000.
SUB-TRANSFER AGENCY FEE:
Base Fee:
$2,000 per month per CUSIP
Shareholder Account Fees:
$1.50 per month per directly held shareholder account (assuming no phone
servicing)
$2.00 per month per directly held shareholder account
(assuming Citigroup performs telephone shareholder servicing)
$0.25 per month per closed shareholder account
Account Set-up Fees:
$25 per new shareholder account
The sub-transfer agency fee assumes a $50,000 complex minimum fee for the Funds.
