Exhibit (g)
FORM OF INVESTMENT MANAGEMENT AGREEMENT
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THIS AGREEMENT (the "Agreement") is made as of the [ ] day of [
], 2005, by and between Xxxxxxx Xxxxx Hedge Fund Partners Registered Master
Fund, LLC, a Delaware limited liability company (the "Fund"), and Xxxxxxx
Sachs Hedge Fund Strategies LLC, a Delaware limited liability company (the
"Adviser").
WHEREAS, the Fund is registered with the Securities and Exchange
Commission (the "SEC") as a closed-end management investment company under
the Investment Company Act of 1940, as amended (the "Investment Company
Act"); and
WHEREAS, the Adviser is registered with the SEC as an investment
adviser under the Investment Advisers Act of 1940, as amended (the
"Advisers Act") and engages in the business of acting as an investment
adviser; and
WHEREAS, the Fund desires to retain the Adviser so that it will
render investment advisory services to the Fund in the manner and on the
terms and conditions hereinafter set forth; and
WHEREAS, the Adviser is willing to render such services and/or
engage others to render such services to the Fund;
NOW THEREFORE, in consideration of the promises and mutual
covenants herein contained, it is agreed by the parties as follows:
1. Appointment of Adviser; Acceptance of Appointment. The Fund
hereby appoints the Adviser to act as investment adviser and provide
investment advisory services to the Fund, subject to the supervision of the
Fund's board of managers (the "Board of Managers"), for the period and on
the terms and conditions set forth in this Agreement. The Adviser accepts
such appointment and agrees to render the services and to assume the
obligations set forth in this Agreement. In rendering services under this
Agreement, the Adviser shall use its best efforts to enable the Fund to
conform to (i) the provisions of the Investment Company Act and any rules
or regulations thereunder; (ii) any other applicable provisions of Federal
or state law; (iii) the provisions of the Limited Liability Company
Agreement of the Fund, as amended from time to time (the "LLC Agreement");
(iv) policies and determinations of the Board of Managers; (v) the
fundamental policies and investment restrictions of the Fund as reflected
in its registration statement on Form N-2 relating to the offering of the
Fund's limited liability company interests ("Interests"), including all
exhibits thereto (the "Registration Statement"), as such policies may, from
time to time, be amended; and (vi) the private placement memorandum and
Statement of Additional Information ("SAI") of the Fund in effect from time
to time. The appropriate officers and employees of the Adviser shall be
available upon reasonable notice for consultation with any of the members
of the Board of Managers (the "Managers") or officers of the Fund with
respect to any matters relating to the business and affairs of the Fund,
including the valuation of any of the Fund's portfolio securities.
2. Investment Management.
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(a) The Adviser hereby undertakes and agrees, upon the terms
and conditions herein set forth and subject to the supervision of the Board
of Managers, either directly or indirectly through one or more Subadvisers
(as that term is defined in paragraph 4 below) to: (i) regularly provide
investment advice and recommendations to the Fund with respect to its
investments, investment policies and the purchase and sale of securities,
including in the securities of registered or unregistered investment
companies or other vehicles ("Investment Funds") which are managed by
investment managers; (ii) develop, implement and supervise continuously the
investment program of the Fund and the composition of its portfolio and
determine what securities shall be purchased or sold by the Fund; and (iii)
arrange, subject to the provisions of Section 7 hereof, for the purchase of
securities and other investments for the Fund and the sale or redemption of
securities and other investments held in the portfolio of the Fund.
(b) The Adviser may, subject to the provisions of Section 7
hereof, obtain investment information, research or assistance from any
other person, firm or corporation to supplement, update or otherwise
improve its investment management services.
(c) Nothing in this Agreement shall prevent the Adviser or
any of its affiliates (as defined below) or their respective officers,
managers, partners, directors, employees or agents (collectively, the
"Adviser Related Persons") from acting as an investment adviser or in a
similar capacity for any other person, investment company or similar
vehicle, firm or corporation and shall not in any way limit or restrict the
Adviser or any Adviser Related Person from buying, selling or trading any
securities for its own account or for the account of others for whom it or
they may be acting, provided that such activities will not adversely affect
or otherwise impair the performance by the Adviser of its duties and
obligations under this Agreement and under the Advisers Act. For purposes
of this Agreement, the term "affiliate" shall mean an "affiliated person"
as such term is defined in the Investment Company Act.
3. Use of Name.
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(a) As licensee of the rights to use and sublicense the use
of the name "Xxxxxxx Xxxxx" and any trademarks or derivatives thereof or
logo associated therewith, the Adviser hereby grants the Fund a
non-exclusive right and sublicense to use (i) the Xxxxxxx Sachs name and
xxxx as part of the Fund's name, and (ii) in connection with the Fund's
investment products and services, in each case only for so long as this
Agreement, any other investment management agreement between the Fund and
the Adviser (or any organization which shall have succeeded to the
Adviser's business as investment manager (the "Adviser's Successor")), or
any extension, renewal or amendment hereof or thereof remains in effect,
and only for so long as the Adviser is a licensee of the Xxxxxxx Sachs name
and xxxx. The Fund agrees that it shall have no right to sublicense or
assign rights to use the Xxxxxxx Sachs name and xxxx, it shall acquire no
interest in the Xxxxxxx Sachs name and xxxx other than the rights granted
herein and the Fund shall not challenge the validity of the Xxxxxxx Sachs
name and xxxx or the ownership thereof.
(b) The Fund further agrees that all services and products
it offers in connection with the Xxxxxxx Sachs name and xxxx shall meet
commercially reasonable standards of quality, as may be determined by the
Adviser from time to time. At the Adviser's reasonable request, the Fund
shall cooperate with the Adviser and shall execute and deliver any and all
documents necessary to maintain the Xxxxxxx Sachs name and xxxx and protect
(including, but not limited to any trademark infringement action) the
Adviser and/or enter the Fund as a registered user thereof.
(c) At such time as this Agreement or any other investment
management agreement shall no longer be in effect between the Adviser (or
the Adviser's Successor) and the Fund, or the Adviser no longer is a
licensee of the Xxxxxxx Sachs name and xxxx, the Fund shall (to the extent
that, and as soon as, it lawfully can) cease to use the current name of the
Fund or any other name indicating that it is advised by, managed by or
otherwise connected with the Adviser (or the Adviser's Successor). In no
event shall the Fund use the Xxxxxxx Sachs name and xxxx or any other name
or xxxx confusingly similar thereto (including, but not limited to, any
name or xxxx that includes the name "Xxxxxxx Sachs" or "GS") if this
Agreement or any other investment management agreement between the Adviser
(or the Adviser's Successor) and the Fund is terminated.
4. Subadvisers. The Adviser may, subject to its supervision and
the supervision of the Board of Managers, engage at its own expense, or
recommend that the Fund directly engage, at the Fund's expense, one or more
persons (each, a "Subadviser"), including, but not limited to, subsidiaries
and affiliated persons of the Adviser, to render any or all of the
investment advisory services that the Adviser is obligated to render under
this Agreement, including (i) providing a continuous investment program and
the determination of the composition of the securities and other assets of
the Fund, or (ii) managing a discrete portion of the Fund's assets directly
through separate managed accounts or indirectly through a separate
Investment Fund for which such person serves as the managing member,
general partner or in a similar capacity and in which the Fund is the sole
investor. Notwithstanding the foregoing to the contrary, the selection of
Subadvisers shall be subject to the approval by a majority of Managers who
are not "interested persons" (as defined in Section 2(a)(19) of the
Investment Company Act) ("Independent Managers") and a vote of a majority
of the outstanding Interests issued by the Fund, unless the Fund acts in
reliance on exemptive or other relief granted by the SEC from the
provisions of the Investment Company Act requiring such approval by
security holders.
5. Investment Management Fee. In consideration for the services
provided by the Adviser pursuant to this Agreement, the Fund will pay the
Adviser a monthly investment management fee (the "Investment Management
Fee") equal to 1/12th of 1.10% of the Fund's net assets as of each month
end. The Investment Management Fee will be computed based on the net assets
of the Fund as of the last day of each month, and will be due and payable
in arrears within five business days after the end of the month. If the
Adviser shall serve hereunder for less than the whole of any month, the fee
hereunder shall be prorated according to the proportion that such period
bears to the full month and shall be payable within five days after the
cessation of the Adviser's services. The value of the net assets of the
Fund shall be determined pursuant to the applicable provisions of the LLC
Agreement and the procedures adopted from time to time by the Board of
Managers.
6. Allocation of Expenses.
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(a) All costs and expenses of the Fund not expressly assumed
by the Adviser under this Agreement shall be paid by the Fund including,
but not limited to, any fees and expenses in connection with the
organization of the Fund and the offering and issuance of Interests; all
fees and expenses directly related to portfolio transactions and positions
for the Fund's account such as direct and indirect expenses associated with
the Fund's investments, including its investments in Investment Funds, and
enforcing the Fund's rights in respect of such investments; quotation or
valuation expenses; the Investment Management Fee and the fees and expenses
of the Fund's administrator; brokerage commissions; interest and fees on
any borrowings by the Fund; professional fees (including, without
limitation, expenses of consultants, experts and specialists); research
expenses; fees and expenses of outside legal counsel (including fees and
expenses associated with the review of documentation for prospective
investments by the Fund), including foreign legal counsel; accounting,
auditing and tax preparation expenses; fees and expenses in connection with
repurchase offers and any repurchases or redemptions of Interests; taxes
and governmental fees (including tax preparation fees); fees and expenses
of any custodian, subcustodian, transfer agent, and registrar, and any
other agent of the Fund; all costs and charges for equipment or services
used in communicating information regarding the Fund's transactions among
the Adviser and any custodian or other agent engaged by the Fund; bank
services fees; costs and expenses relating to any amendment of the LLC
Agreement or the Fund's other organizational documents; expenses of
preparing, amending, printing, and distributing private placement
memoranda, SAIs, and any other sales material (and any supplements or
amendments thereto), reports, notices, other communications to members, and
proxy materials; expenses of preparing, printing, and filing reports and
other documents with government agencies; expenses of members' meetings,
including the solicitation of proxies in connection therewith; expenses of
corporate data processing and related services; member recordkeeping and
member account services, fees, and disbursements; expenses relating to
investor and public relations; fees and expenses of the Managers who are
not employees of the Adviser or its affiliates; insurance premiums;
Extraordinary Expenses (as defined below); and all costs and expenses
incurred as a result of dissolution, winding-up and termination of the
Fund.
"Extraordinary Expenses" means all expenses incurred by the
Fund outside of the ordinary course of its business, including, without
limitation, costs incurred in connection with any claim, litigation,
arbitration, mediation, government investigation or dispute and the amount
of any judgment or settlement paid in connection therewith, or the
enforcement of the Fund's rights against any person or entity; costs and
expenses for indemnification or contribution payable by the Fund to any
person or entity (including, without limitation, pursuant to the
indemnification obligations contained in the LLC Agreement); expenses of a
reorganization, restructuring or merger of the Fund; expenses of holding,
or soliciting proxies for, a meeting of members of the Fund; and the
expenses of engaging a new administrator, custodian, transfer agent or
escrow agent.
(b) The Adviser will bear all of its expenses and its own
costs incurred in providing investment advisory services to the Fund under
this Agreement, including travel and other expenses related to the
selection and monitoring of Fund investments, and similar expenses and
costs of any Subadviser engaged by it pursuant to Section 4. In addition,
the Adviser is responsible for the payment of the compensation and expenses
of those Managers and officers of the Fund affiliated with the Adviser, and
making available, without expense to the Fund, the services of such
individuals, subject to their individual consent to serve and to any
limitations imposed by law.
7. Portfolio Transactions.
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(a) In executing transactions for the Fund and selecting
brokers or dealers, the Adviser (either directly or through Subadvisers)
shall place orders pursuant to its investment determinations for the Fund
directly with the issuer, or with any broker or dealer (including, without
limitation, affiliates of the Adviser), in accordance with applicable
policies expressed in the Fund's Registration Statement and in accordance
with any applicable legal requirements. Without limiting the foregoing, the
Adviser (or a Subadviser) shall use its best efforts to obtain for the Fund
the most favorable price and best execution available, considering all of
the circumstances, and shall maintain records adequate to demonstrate
compliance with this requirement. Subject to the appropriate policies and
procedures approved by the Board of Managers, the Adviser (or a Subadviser)
may, to the extent authorized by Section 28(e) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), cause the Fund to pay a
broker or dealer that provides brokerage or research services to the
Adviser (or a Subadviser) an amount of commission for effecting a portfolio
transaction in excess of the amount of commission another broker or dealer
would have charged for effecting that transaction if the Adviser (or a
Subadviser) determines, in good faith, that such amount of commission is
reasonable in relationship to the value of such brokerage or research
services provided viewed in terms of that particular transaction or the
Adviser's (or a Subadviser's) overall responsibilities to the Fund or its
other advisory clients. To the extent authorized by Section 28(e) of the
Exchange Act and the Board of Managers, the Adviser (or a Subadviser) shall
not be deemed to have acted unlawfully or to have breached any duty created
by this Agreement or otherwise solely by reason of such action.
(b) To the extent applicable to the Fund and consistent with
these standards, in accordance with Section 11(a) of the Exchange Act and
Rule 11a2-2(T) thereunder, and subject to any other applicable laws and
regulations, the Adviser (or a Subadviser) is authorized to allocate the
orders placed by it on behalf of the Fund to the Adviser (or a Subadviser)
if it is registered as a broker or dealer with the SEC, to one or more of
its affiliates that are registered as brokers or dealers with the SEC, or
to such brokers and dealers that also provide research or statistical
research and material, or other services to the Fund or the Adviser (or a
Subadviser). Such allocation shall be in such amounts or proportions as the
Adviser (or a Subadviser) shall determine consistent with the above
standards, and, upon request, the Adviser (or a Subadviser) will report on
said allocation regularly to the Board of Managers indicating the
broker-dealers to which such allocations have been made and the basis
therefor.
(c) The Adviser (or a Subadviser) shall be authorized to
bunch or aggregate orders for the Fund with orders of other clients and to
allocate the aggregate amount of the investment among accounts (including
accounts in which the Adviser or a Subadviser, as applicable, and its
respective affiliates and/or personnel have beneficial interests) in an
equitable manner. When portfolio decisions are made on an aggregated basis,
the Adviser (or a Subadviser) may place a large order to purchase or sell a
particular security for the Fund. Because of the prevailing trading
activity, it is frequently not possible to receive the same price or
execution on the entire volume of securities purchased or sold. When this
occurs, the various prices may be averaged and the Fund will be charged or
credited with the average price; and the effect of the aggregation may
operate on some occasions to the Fund's disadvantage. Although in such an
instance the Fund will be charged the average price, the Adviser (or a
Subadviser) will make the information regarding the actual transactions
available to the Fund upon the Fund's request. The Adviser or a Subadviser,
as applicable, is not required to bunch or aggregate orders.
8. Record Keeping and Reports.
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(a) The Adviser will maintain all books and records with
respect to the Fund's securities transactions required by sub-paragraphs
(b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the
Investment Company Act (other than those records being maintained by the
Fund's administrator, custodian or transfer agent) and preserve such
records for the periods prescribed therefore by Rule 31a-2 of the
Investment Company Act.
(b) The Adviser shall regularly report to the Board of
Managers on the investment program of the Fund and the issuers and
securities generally represented in the Fund's portfolio, including reports
received from the Investment Funds, and will furnish the Board of Managers
such periodic and special reports as the Managers may reasonably request.
The Fund shall furnish or otherwise make available to the Adviser such
financial reports, proxy statements, policies and procedures and other
information relating to the business and affairs of the Fund as the Adviser
may reasonably require in order to discharge its duties and obligations
hereunder.
9. Conflicts of Interest. Whenever the Fund and one or more other
accounts or investment companies managed or advised by the Adviser, an
Adviser Related Person or a Subadviser has available funds for investment,
investments suitable and appropriate for each shall be allocated in a
manner believed by the Adviser or the Subadviser to be equitable to each
entity. Similarly, opportunities to sell securities shall be allocated in
accordance with procedures approved by the Board of Managers and believed
by the Adviser or the Subadviser to be equitable. The Fund recognizes that
in some cases this procedure may adversely affect the size of the position
that may be acquired or disposed of for the Fund.
10. Independent Contractor. The Adviser shall for all purposes
herein be deemed to be an independent contractor and shall, unless
otherwise expressly provided herein or authorized by the Board of Managers
from time to time, have no authority to act for or represent the Fund in
any way or otherwise be deemed its agent.
11. Liability. None of the Adviser, its affiliates, partners,
managers, members, principals, directors, officers or employees, nor any of
their executors, heirs, assigns, successors or other legal representatives
(each an "Indemnified Person" and collectively the "Indemnified Persons"),
shall be liable for any error of judgment, for any mistake of law or for
any act or omission by such person in connection with the performance or
non-performance of services to the Fund hereunder, in the absence of
willful misfeasance, bad faith, or gross negligence in the performance or
non-performance of the Adviser's duties hereunder, or by reason of reckless
disregard of the Adviser's obligations and duties hereunder (collectively,
"disabling conduct"). Any person, even though also employed by the Adviser,
who may be or become an employee of the Fund and paid by the Fund shall be
deemed, when acting within the scope of his or her employment by the Fund,
to be acting in such employment solely for the Fund and not as an employee
or agent of the Adviser.
12. Indemnification.
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(a) To the fullest extent permitted by law, the Fund shall,
subject to Section 12(b) hereof, indemnify, defend and hold harmless each
Indemnified Person from or against all losses, charges, expenses,
assessments, claims, damages, costs and liabilities ("Losses"), including,
but not limited to, amounts paid in satisfaction of judgments, in
compromise, or as fines or penalties, and reasonable counsel fees and
disbursements, incurred in connection with the defense or disposition of
any action, suit, investigation or other proceeding, whether civil or
criminal, before any judicial, arbitral, administrative or legislative
body, in which such Indemnified Person may be or may have been involved as
a party or otherwise, or with which such Indemnified Person may be or may
have been threatened, by reason of the past or present performance of
services to the Fund by such Indemnified Person, except to the extent such
Losses shall have been finally determined in a non-appealable decision on
the merits in any such action, suit, investigation or other proceeding to
have been incurred or suffered by such Indemnified Person by reason of
disabling conduct.
(b) Expenses, including reasonable counsel fees and
disbursements, so incurred by any such Indemnified Person (but excluding
amounts paid in satisfaction of judgments, in compromise, or as fines or
penalties), may be paid from time to time by the Fund in advance of the
final disposition of any such action, suit, investigation or proceeding
upon receipt of an undertaking by or on behalf of such Indemnified Person
to repay to the Fund amounts so paid if it shall ultimately be determined
that indemnification of such expenses is not authorized under Section 12
hereof; provided, however, that (i) such Indemnified Person shall provide
security for such undertaking, (ii) the Fund shall be insured by or on
behalf of such Indemnified Person against Losses arising by reason of such
Indemnified Person's failure to fulfill his or its undertaking, or (iii) a
majority of the Managers who are not parties to the proceeding or
independent legal counsel in a written opinion shall determine based on a
review of readily available facts (as opposed to a full trial-type inquiry)
that there is reason to believe such Indemnified Person ultimately will be
entitled to indemnification.
(c) As to the disposition of any action, suit, investigation
or proceeding (whether by a compromise payment, pursuant to a consent
decree or otherwise) without an adjudication or a decision on the merits by
a court, or by any other body before which the proceeding shall have been
brought, that an Indemnified Person is liable to the Fund or its members by
reason of disabling conduct, indemnification shall be provided pursuant to
Section 12 hereof if (i) approved as in the best interests of the Fund by a
majority of the Managers who are not parties to the proceeding upon a
determination based upon a review of readily available facts (as opposed to
a full trial-type inquiry) that such Indemnified Person acted in good faith
and in the reasonable belief that such actions were in the best interests
of the Fund and that such Indemnified Person is not liable to the Fund or
its members by reason of disabling conduct, or (ii) the Board of Managers
secures a written opinion of independent legal counsel based upon a review
of readily available facts (as opposed to a full trial-type inquiry) to the
effect that such Indemnified Person acted in good faith and in the
reasonable belief that such actions were in the best interests of the Fund
and that such Indemnified Person is not liable to the Fund or its members
by reason of disabling conduct.
(d) Any indemnification or advancement of expenses made
pursuant to this Section 12 shall not prevent the recovery from any
Indemnified Person of any such amount if such Indemnified Person
subsequently shall be determined in a final decision on the merits of any
court of competent jurisdiction in any action, suit, investigation or
proceeding involving the liability or expense that gave rise to such
indemnification or advancement of expenses to be liable to the Fund or its
members by reason of disabling conduct. In any suit brought by an
Indemnified Person to enforce a right to indemnification under this Section
12 it shall be a defense that, and in any suit in the name of the Fund to
recover any indemnification or advancement of expenses made pursuant to
this Section 12 the Fund shall be entitled to recover such expenses upon a
final adjudication that, the Indemnified Person has not met the applicable
standard of conduct set forth in this Section 12. In any such suit brought
to enforce a right to indemnification or to recover any indemnification or
advancement of expenses made pursuant to this Section 12, the burden of
proving that the Indemnified Person is not entitled to be indemnified, or
to any indemnification or advancement of expenses, under this Section 12
shall be on the Fund (or any member acting derivatively or otherwise on
behalf of the Fund or its members).
(e) The rights of indemnification provided in this Section
12 shall not be exclusive or affect any other right to which any
Indemnified Person may be entitled by contract or otherwise under law.
Notwithstanding anything in this Section 12 to the contrary, the provisions
of this Section 12 shall not be construed so as to relieve the Indemnified
Person of, or provide indemnification with respect to, any liability
(including liability under Federal securities laws, which, under certain
circumstances, impose liability even on persons who act in good faith) to
the extent (but only to the extent) that such liability may not be waived,
limited, or modified under applicable law or that such indemnification
would be in violation of applicable law, but shall be construed so as to
effectuate the provisions of this Section 12 to the fullest extent
permitted by law. The provisions of this Section 12 shall indefinitely
survive the termination or cancellation of this Agreement.
(f) The Adviser (and the other Indemnified Persons) may rely
upon and, in the absence of disabling conduct, shall be protected in acting
upon any document which it reasonably believes to be genuine and to have
been signed or presented by the proper person or persons. The Adviser (and
the other Indemnified Persons) shall not be held to have notice of any
change of authority of any Manager, officer, employee or agent of the Fund
until receipt of written notice thereof from the Fund.
(g) In the absence of disabling conduct, nothing herein
shall make any Adviser (and the other Indemnified Persons) liable for the
performance or omissions of unaffiliated third parties not under the
Adviser's reasonable control such as, by way of example and not limitation,
custodians, brokers, Subadvisers, postal or delivery services,
telecommunications providers and processing and settlement services.
13. Term of Agreement; Termination. This Agreement shall commence
as of the date of the initial sale of Interests in the Fund to a party
other than the Adviser or The Xxxxxxx Xxxxx Group, Inc. and shall remain in
effect until the date which is two years from such date, and shall continue
in effect year to year thereafter, provided such continuance is
specifically approved at least annually by the affirmative vote of: (i) the
Board of Managers or (ii) a vote of a majority of the Fund's outstanding
voting securities (as defined in the Investment Company Act), provided that
in either event the continuance is also approved by a vote of a majority of
the Independent Managers, by vote cast in person at a meeting called for
the purpose of voting on such approval. This Agreement may be terminated
(a) by the Adviser at any time without penalty upon 60 days' written notice
to the Fund (which notice may be waived by the Fund); or (b) by the Fund at
any time without penalty upon 60 days' written notice to the Adviser (which
notice may be waived by the Adviser), provided that such termination by the
Fund shall be directed or approved by the Board of Managers or by the vote
of the holders of a majority of the outstanding voting securities of the
Fund. This Agreement shall automatically be terminated in the event of its
assignment (as such term is defined in the Investment Company Act and the
rules and regulations thereunder and related regulatory interpretations).
14. Amendment. This Agreement may be amended only by the written
agreement of the parties. Any amendment shall be required to be approved by
the Board of Managers, including a majority of the Independent Managers in
accordance with the provisions of Section 15(c) of the Investment Company
Act and the rules and regulations adopted thereunder. If required by the
Investment Company Act, any material amendment shall also be required to be
approved by such vote of members of the Fund as is required by the
Investment Company Act and the rules and regulations thereunder.
15. Notice. Any notice or communication required to be given by
either party to the other shall be deemed sufficient if sent be registered
or certified mail, Federal Express (or substantially similar delivery
service), facsimile and confirmed in writing, addressed by the party giving
notice to the other party at its address as follows:
(a) If to the Adviser:
Xxxxxxx Xxxxx Hedge Fund Strategies LLC
000 Xx. Xxxxx Xxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
Facsimile No.: (000) 000-0000
Attention: General Counsel
(b) If to the Fund:
Xxxxxxx Xxxxx Hedge Fund Partners Registered
Master Fund, LLC
000 Xx. Xxxxx Xxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Chief Executive Officer
with a copy to:
Xxxxxxx, Xxxxx & Co.
Xxx Xxx Xxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile No.: (000) 000-0000
Attention: General Counsel, Investment Management
Division
16. Governing Law. This Agreement shall be construed in
accordance with the laws of the State of New York, without giving effect to
the conflicts of laws principles thereof, and the applicable provisions of
Federal law. To the extent that the applicable laws of the State of New
York, or any of the provisions herein, conflict with the applicable
provisions of Federal law, the latter shall control.
17. Fund Obligations. The obligations of the Fund under this
Agreement are not binding upon any Manager or member or officer of the Fund
personally, but bind only the Fund and the Fund's property. The Adviser
hereby acknowledges in this regard that it has notice of the provisions of
the LLC Agreement disclaiming liability of Managers and members and
officers of the Fund for acts or obligations of the Fund.
18. Severability. If any provision of this Agreement shall be
held or made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be effected thereby and, to this
extent, the provisions of this Agreement shall be deemed to be severable.
19. Counterparts. This Agreement may be executed simultaneously
in two or more counterparts, each of which shall be deemed an original, and
it shall not be necessary in making proof of this Agreement to produce or
account for more than one such counterpart.
IN WITNESS WHEREOF, the parties have executed this Agreement by
their officers thereunto duly authorized as of the day and year first
written above.
XXXXXXX SACHS HEDGE FUND PARTNERS
REGISTERED MASTER FUND, LLC
By:
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Name:
Title:
XXXXXXX XXXXX HEDGE FUND STRATEGIES LLC
By:
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Name:
Title:
