ADMINISTRATION AGREEMENT FOR A T FUND OF FUNDS TEI
ADMINISTRATION
AGREEMENT
FOR
A
T FUND OF FUNDS TEI
This
ADMINISTRATION AGREEMENT
is made as of this 23rd day of May, 2007 (this “Agreement”), between
Allegiance Investment Management, LLC, a Delaware limited liability company
doing business as Allegiance Capital (the “Administrator”), and A T Fund
of Funds TEI, a Delaware statutory trust (the “Trust”).
WHEREAS,
the Trust is a closed-end, non-diversified management investment company
registered under the Investment Company Act of 1940, as amended (the “1940
Act”), and desires to retain the Administrator to provide administrative,
distribution and investor services to the Trust on the terms and subject set
forth herein.
NOW
THEREFORE, in consideration of the promises and mutual covenants herein
contained, it is agreed as follows:
1. Appointment. The
Trust hereby appoints the Administrator to provide administrative, distribution
and investor services with respect to the Trust, and the Administrator accepts
such appointment and agrees to furnish the services set forth herein, in
accordance with the provisions hereof and subject to the supervision of the
Trust and the ultimate supervision of the Board of Trustees of the Trust (the
“Board of Trustees” and any of them, a “Trustee”) and any policies
established by the Board of Trustees or any committee thereof.
2. Administrative
Services. Subject to the supervision of the Trust and the
oversight of the Board of Trustees, the Administrator shall act as the primary
administrator of the Trust and shall perform, or cause to be performed, agreed
upon services necessary in connection with the day-to-day administration of
the
Trust (the “Administrative Services”). Without limiting the
generality of the foregoing, the Administrative Services shall
include:
(a) Records. Registrar
and transfer agent functions, record keeping and clerical services.
(b) Compliance. Developing
and monitoring compliance procedures for the Trust concerning, among other
matters, adherence of the Trust to its investment objectives, policies,
restrictions, tax matters and applicable laws and regulations, including
monitoring federal, state and other applicable regulatory filings and notices
made by other agents of the Trust.
(c) Tax
Services. Tax and treasury services, including preparing and
filing various reports (including tax returns) or other documents required
by
federal, state and other applicable laws and regulations other than those
required to be filed by the Trust’s custodian, investment advisers, investment
managers or transfer agent.
(d) Legal
and Accounting. Management of legal and accounting
services.
(e) Financial
Reports. Financial reporting and assisting in the preparation of
financial statements.
(f) Printing. Management
of printing, including assisting in the preparation and printing of all
documents, registration statements, prospectuses and reports sent to members
of
the Trust.
(g) Meeting
Coordination. Assisting in the preparation of all agendas,
notices and minutes for meetings of the Board of Trustees or shareholders of
the
Trust; assisting in the preparation of all resolutions to be voted upon by
the
Board of Trustees; assisting in the preparation of supporting information for
such meetings with regard to the duties of the Administrator under this
Agreement, and collection and distribution of supporting information for such
meetings with respect to the duties performed by other persons who provide
services to the Trust.
(h) Investor
Services. Providing or arranging administrative services to the
shareholders of the Trust, including:
(i) Maintaining
a list of shareholders and generally performing all actions related to the
issuance, repurchase and transfer of shares of the Trust (“Shares”), if
any;
(ii) Reviewing
and, subject to approval by the Trust, accepting subscriptions and payment
for
Shares.
(iii) Computing
and disseminating the net asset value of the Trust in accordance with the
Company’s registration statement for the Trust filed with the Securities and
Exchange Commission (the “SEC”) under the 1940 Act, as that registration
statement is amended from time to time (the “Registration Statement”),
the Company’s prospectus for the Trust as in use from time to time (the
“Prospectus”), and the Declaration of Trust of the Company, as may be
amended from time to time (the “Declaration of Trust”).
(iv) Performing
all acts related to the repurchase of Shares; and
(v) Supervising
the completion of, and furnishing, annual financial statements of the Trust,
as
well as monthly reports regarding the Trust’s performance and net asset value,
to shareholders of the Trust.
(i) Supervision. Supervising
third parties retained by the Administrator, if any, to perform any or all
of
the Administrative Services (“Subadministrators”).
3. Sales
and Distribution Services. Subject to the supervision of the
Trust and the oversight of the Board of Trustees, the Administrator shall
perform the following sales and distribution services for the
Trust:
(a) Marketing. Preparation
of all brochures, sales literature and other sales and marketing related
materials with respect to the Trust (the “Investment Program Materials”);
provided, however, that (i) the Trust shall be provided with a
reasonable opportunity to review and comment upon draft copies of all Investment
Program Materials, to ensure the accuracy of statements contained therein,
before distributing such Investment Program Materials to any third party, and
(ii) such Investment Program Materials shall not be disseminated to the public
without prior approval by the Trust.
;
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(b) Sales. Soliciting
orders for the sale of Shares; provided, however, that:
(i) Shares
shall be offered and sold only to those persons reasonably believed to be
“accredited investors” (within the meaning of Regulation D under the Securities
Act of 1933, as amended);
(ii) No
Shares shall be offered, and no orders for the purchase or sale of such Shares
hereunder shall be accepted by the Trust, if and so long as the effectiveness
of
the Registration Statement then in effect (or any necessary amendments thereto)
shall be suspended or if and so long as a current Prospectus is not on file
with
the SEC;
(iii) No
Shares shall be offered, and no orders for the purchase or sale of such Shares
hereunder shall be accepted by the Trust, if and so long as the Trust determines
that rendering sales of Shares is not in the best interest of the Trust due
to
unusual market, economic or political conditions, or other abnormal
circumstances of any kind;
(iv)
The Trust, or any agent of the Trust designated in writing by the Board of
Trustees, shall be promptly advised of all orders received for the purchase
or
repurchase of Shares; provided, however, that the Trust may reject any
purchase order if it reasonably believes that the potential investor is not
an
“accredited investor”, or otherwise in its discretion.
(c) Distribution. Acting
as agent for the distribution of Shares covered by, and in accordance with,
the
Registration Statement and Prospectus and in compliance with all applicable
laws, rules and regulations, including the 1940 Act, the Investment Advisers
Act
of 1940, as amended (the “Advisers Act”), the Securities Exchange Act of
1934, as amended, and the rules and regulations of the SEC and the National
Association of Securities Dealers, Inc. (“NASD”) but only to the extent
the Administrator has obtained any registrations required to undertake or
conduct such activities.
(d) Supervision. Supervising
third parties retained by the Administrator on behalf of the Trust, if any,
to
perform any or all of the foregoing sales and distribution services
(“Distributors”).
4. Duty
of Care.
(a) Compliance. The
Administrator shall provide the services under this Agreement in accordance
with
the Registration Statement, the Prospectus and the Declaration of
Trust. The Administrator further agrees that it shall conform with
the 1940 Act, the Advisers Act, the rules and regulations thereunder, and all
other applicable laws, rules and regulations, and consult with legal counsel
to
and the independent public accountant for the Company, as necessary and
appropriate, on whose advice the Administrator shall be entitled to
rely.
(b) Representations. The
Administrator represents and warrants that it (i) is duly registered with the
proper regulatory organizations, including the SEC, (ii) has procedures in
place
to comply with all requirements of the 1940 Act, the Advisers Act, the rules
and
regulations thereunder, and all other applicable laws, rules and regulations,
and (iii) is reasonably able to comply with the restrictions applicable to
the
offering of Shares required under
;
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Regulation
D promulgated under the Securities Act of 1933, as amended (“Regulation
D”), and all other applicable laws and regulations.
(c) Best
Judgment. The Administrator shall use its best judgment and
efforts in providing the advice and services as contemplated by this
Agreement.
5. Sub-Agents.
(a) Sub-Agents. The
Administrator may, from time to time, employ or associate itself with such
person or persons as the Administrator may believe to be particularly suited
to
assist it in performing services under this Agreement, including without
limitation, Subadministrators, Distributors, placement agents, transfer agents
and broker-dealers (each, a “Sub-Agent”). Such Sub-Agents may
include affiliates of the Administrator and/or the Trust and officers and
employees who are employed by the Administrator and/or the Trust.
(b) Representations. The
Administrator shall obtain appropriate representations and warranties from
each
Sub-Agents to the effect that such person or entity (i) is duly registered
with
the proper regulatory organizations, including, if required, the SEC and NASD
as
applicable, (ii) has procedures in place to comply with all applicable
requirements of the 1940 Act, the Advisers Act, the rules and regulations
thereunder, and all other applicable laws, rules and regulations, and (iii)
is
reasonably able to comply with the restrictions applicable to the offering
of
Shares required under Regulation D and other applicable laws and regulations,
if
applicable.
(c) Full
Responsibility. Nothing set forth in any agreement with a
Sub-Agents shall relieve the Administrator of any of its responsibilities or
obligations under this Agreement.
6. Trust
Information.
(a) Information. The
Trust shall provide the Administrator with copies of the Registration Statement
and Prospectus (and any amendments thereto) promptly upon receiving copies
thereof from the Trust. The Trust shall, from time to time, furnish
or otherwise make available to the Administrator such financial reports, proxy
statements, policies and procedures and other information relating to the
business and affairs of the Trust as the Administrator may reasonably require
in
order to discharge its duties and obligations hereunder.
(b) Notification. The
Trust shall notify the Administrator as soon as possible of any matter
materially affecting the performance by the Administrator of its services under
this Agreement. The Trust shall notify the Administrator immediately
in writing upon becoming aware: (i) of any request by the SEC for amendments
to
the Registration Statement or Prospectus then in effect or for additional
information; (ii) in the event of the issuance by the SEC of any stop order
suspending the effectiveness of the Registration Statement or Prospectus then
in
effect or the initiation of any proceeding for that purpose; (iii) of the
occurrence of any event which makes untrue any statement of a material fact
made
in the Registration Statement or Prospectus then in effect or which requires
the
making of a change in such Registration Statement or Prospectus in order to
make
the statements therein not materially misleading; and (iv) of all material
actions of the SEC with respect to any material amendments to the Registration
Statement or Prospectus which may from time to time be filed with the
SEC.
;
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7.
Expenses.
(a) Administrator
Expenses. During the term of this Agreement, the Administrator
shall pay all expenses incurred by it, its staff and their activities, in
connection with its provision of the services to be performed by it under this
Agreement, including the costs relating to maintaining such staff and employing
or retaining such personnel and consulting with such other persons (including
its affiliates) as may be necessary to provide the services to be provided
hereunder.
(b) Trust
Expenses. The Administrator shall be responsible for, and hereby
assumes and agrees to pay, all ordinary operating expenses of the Trust
(i.e., total operating expenses of the Trust excluding placement fees,
sales loads, taxes, interest, expenses incurred in connection with any merger
or
reorganization, or extraordinary expenses such as litigation), including,
without limitation all fees and expenses related to: the formation
and organization of the Trust and any special purpose vehicles; initial and
on-going registration requirements of the Trust; day-to-day operations,
administration, record keeping and compliance of the Trust; non-investment
related interest expense; administrative expenses associated with repurchases
of
Shares; any attorneys and accountants engaged on behalf of the Trust, except
to
the extent excluded above; audit and tax preparation; custody; errors and
omissions/directors and officers liability insurance and a fidelity bond;
equipment or services used in communicating information regarding the
transactions among the A T Fund of Funds, Ltd. and any custodian or other agent
engaged by the Trust; fees and travel-related expenses of the independent
Trustees of the Company or the fees of Subadministrators.
8. Compensation. The
Administrator shall not be entitled to any compensation for the services
provided under this Agreement, except for distributions made to the
Administrator as a member of A T Funds, LLC, the investment adviser to A T
Fund
of Funds, the sole series of A T Investment Trust and the entity in which the
Trust indirectly intends to invest substantially all of its assets, pursuant
to
the Limited
Liability Company
Operating Agreement of A T Funds, LLC,
dated July 27,
2004, between Administrator
and Treesdale Partners,
LLC, to
the extent such distributions may be deemed to be compensation for services
provided hereunder.
9. Liability
and Indemnity of the Administrator.
(a) Limitation
of Liability. In the absence of willful misfeasance, bad faith,
gross negligence or reckless disregard of the obligations or duties hereunder
on
the part of the Administrator or any member, director, officer, employee or
agent of the Administrator, the Administrator shall not be subject to liability
to the Trust or any shareholder of the Trust for entering into this Agreement
and/or for any act or omission in the course of, or connected with, rendering
services hereunder or for any losses that may be sustained in the purchase,
holding or sale of any investment or security.
(b) Indemnification. To
the fullest extent permitted by applicable law, the Trust shall indemnify and
hold harmless the Administrator and its members, directors, officers, managers
and employees (any such person, an “Indemnified Party”) against any loss,
liability, claim, damage or expense (including the reasonable cost of
investigating and defending any alleged loss, liability, claim, damage or
expenses and reasonable counsel fees incurred in connection
;
5
therewith)
arising out of the Indemnified Party’s performance or non-performance of any
duties under, or the execution of, this Agreement; provided, however,
that nothing herein shall be deemed to protect any Indemnified Party against
any
liability to which such Indemnified Party would otherwise be subject by reason
of willful misfeasance, bad faith or gross negligence in the performance of
duties hereunder or by reason of reckless disregard of obligations and duties
under this Agreement.
10. Term
and Termination.
(a) Term. This
Agreement shall become effective on the date hereof. Unless
terminated as herein provided, this Agreement shall remain in full force and
effective for so long as the Investment Management Agreement, dated February
22,
2005 (as amended, supplemented or modified from time to time, the “Investment
Management Agreement”), between A T Funds, LLC and A T Funds Investment Trust, a
Delaware statutory trust, on behalf of its series A T Fund of Funds, remains
in
effect.
(b) Termination. This
Agreement may be terminated at any time, without payment of any penalty, by
the
Board of Trustees or a vote of a majority of the outstanding voting securities
of the Trust, on sixty (60) days’ written notice to the
Administrator. This Agreement shall automatically and immediately
terminate upon termination of the Investment Management Agreement.
(c) Termination
upon Expulsion or Suspension. If the Administrator ever becomes a
member of the NASD, thereafter the Administrator shall immediately notify the
Trust upon the event of the Administrator’s expulsion or suspension by the
NASD. If the Administrator ever becomes a member of the NASD,
thereafter this Agreement shall automatically and immediately terminate in
the
event of the Administrator’s expulsion or suspension by the NASD.
11. Definitions. The
terms “majority of the outstanding voting securities” and “interested persons”
shall have the meanings as set forth in the 1940 Act.
12. Nonpublic
Personal Information. Notwithstanding any provision herein to the
contrary, the Administrator agrees on behalf of itself and its directors,
officers, and employees (a) to treat confidentially and as proprietary
information of the Trust (i) all records and other information relative to
the
Trust and its prior, present or potential shareholders, and (ii) any “nonpublic
personal information,” as such term is defined under Section 248.3(t) of
Regulation S-P (“Regulation S-P”), promulgated under the
▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act (the “Privacy Act”), and (b) not to use such
records and information for any purpose other than the performance of the
Administrator’s responsibilities and duties hereunder, or as otherwise permitted
by the privacy policies adopted by the Trust, Regulation S-P or the Privacy
Act,
except after prior notification to and approval in writing by the
Trust. Such written approval shall not be unreasonably withheld by
the Trust and may not be withheld where the Administrator may be exposed to
civil or criminal contempt proceedings for failure to comply after being
requested to divulge such information by duly constituted authorities, or when
so requested by the Trust.
13. Use
of Name and Logo. The name and logo of the Administrator or the
name of any of its affiliates, or any derivative associated with those names,
are the valuable property of the
;
6
Administrator
and its affiliates. The Trust and/or the Trust’s distributor have the
right to use such name(s) or derivative(s) and/or the logo of the Administrator
in brochures, advertisements, sales literature and other sales and marketing
related materials with respect to the Trust so long as this Agreement is in
effect; provided, however, that the Administrator shall have the right
to prior review of any such use. Upon termination of this Agreement,
the Trust and its representatives shall forthwith cease to use such name(s)
or
derivative(s) or logo.
14. General
Provisions.
(a) Notices. Any
notice to be given or to be served upon the Trust or any party hereto in
connection with this Agreement must be in writing (which may include a
facsimile) and will be deemed to have been given and received when delivered
to
the address set forth on the signature page hereto, or such other address as
a
party hereto may designate by giving five (5) days’ prior written notice to the
other party, as applicable.
(b) Independent
Contractor. The Administrator shall, for all purposes herein, be
deemed to be an independent contractor, and shall, unless otherwise expressly
provided and authorized to do so, have no authority to act for or represent
the
Trust in any way, or in any way be deemed an agent for the Trust.
(c) Entire
Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and superseded
all
prior written and oral agreements or statements by and between the
parties.
(d) Amendments. No
provision of this Agreement may be changed, waived, discharged or terminated
orally, but only by an instrument in writing signed by the party against which
enforcement of the change, waiver, discharge or termination is sought and,
if
required by applicable law, no amendment of this Agreement shall be effective
until approved by a vote of a majority of the outstanding voting securities
of
the Trust.
(e) Severability. If
any provision of this Agreement or the application of such provision to any
person or circumstance shall be held invalid, the remainder of this Agreement
or
the application of such provision to persons or circumstances other than those
to which it is held invalid shall not be affected thereby.
(f) Governing
Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware without giving effect to
the
conflict of laws principles thereof; provided, however, that nothing
herein shall be construed to preempt, or to be inconsistent with, any applicable
federal law, regulation or rule, including the 1940 Act and the Advisers Act
and
any rules and regulations promulgated thereunder.
(g) Inurement;
Third Party Beneficiary. Subject to the provisions of this
Agreement relating to transferability, this Agreement will be binding upon
and
inure to the benefit of the parties and their respective successors and
permitted assigns. The Administrator agrees that the Trust may
enforce any rights it may have as set forth in this Agreement, as an intended
third party beneficiary of this Agreement as if the Trust were an actual party
to this Agreement.
;
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(h) Pronouns. All
pronouns and all variations thereof shall be deemed to refer to the masculine,
feminine or neuter, singular or plural, as the context in which they are used
may require.
(i) Headings. All
headings herein are inserted only for convenience and ease of reference and
are
not to be considered in the construction or interpretation of any provision
of
this Agreement.
(j) Counterparts. This
Agreement may be executed, manually or by facsimile, in counterparts, each
of
which shall be deemed an original, but all of which shall constitute one and
the
same instrument.
[SIGNATURE
PAGE TO FOLLOW]
;
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IN
WITNESS WHEREOF, the parties hereto have caused this instrument to be executed
as of the day and year first above written.
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ALLEGIANCE
INVESTMENT MANAGEMENT, LLC
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ADDRESS:
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By:
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▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
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Name:
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▇. Popof
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Title:
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Chief
Financial Officer
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A T
FUND OF FUNDS TEI
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ADDRESS:
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By:
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/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
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Name:
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Title:
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President
and Chief Executive Officer
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