EX-10.3 FORM OF ADMINISTRATION AGREEMENT



 








Exhibit 10.3


SERVICES AGREEMENT




     AGREEMENT made as of _____, 2007, by and between each Fund listed on Exhibit A (each a “Fund” and collectively the “Funds”), and The Bank of New York, a New York
banking organization (“BNY”).



W I T N E S S E T H :




     WHEREAS, each Fund desires to retain BNY to provide the services described herein, and BNY is
willing to provide such services, all as more fully set forth below;



     NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein, the
parties hereby agree as follows:



     1. Appointment.




     Each Fund hereby appoints BNY for the term of this Agreement as its agent to perform the
services described on Schedule I or Schedule II hereto. BNY hereby accepts such appointment and
agrees to perform the duties hereinafter set forth.



     2. Definitions.



     Whenever used in this Agreement, the following words shall have the meanings set forth below:



          (a) “Authorized Person” shall be any person, whether or not an officer or employee of the
Fund, duly authorized by a Fund to execute any Certificate or to give any Oral Instruction, such
persons to be designated in a Certificate annexed hereto as Exhibit B hereto or such other
Certificate as may be received by BNY from time to time.




          (b) “BNY Affiliate” shall mean any office, branch or subsidiary of The Bank of New York
Company, Inc.




          (c) “Book-Entry System” shall mean the Federal Reserve/Treasury book-entry system for
receiving and delivering securities, its successors and nominees.















 








          (d) “Business Day” shall mean for a Fund any day described in such Fund’s Confidential
Offering Memorandum (as hereinafter defined) as a day on which such Fund is open for business.




          (e) “Certificate” shall mean any notice, instruction, or other instrument in writing,
authorized or required by this Agreement to be given to BNY, which is actually received by BNY by
letter or facsimile transmission and signed on behalf of a Fund by an Authorized Person or a person
reasonably believed by BNY to be an Authorized Person.




          (f) “Instructions” shall mean communications transmitted by electronic or telecommunications
media, including S.W.I.F.T., computer-to-computer interface, dedicated transmission lines, or other
mutually agreed upon means.




          (g) “Oral Instructions” shall mean verbal instructions received by BNY from an Authorized
Person or from a person reasonably believed by BNY to be an Authorized Person.




     3. Representations and Warranties.



     Each Fund hereby represents and warrants to BNY, which representations and warranties shall
be deemed to be continuing and repeated on each day on which BNY is acting hereunder, that:



          (a) It is duly organized and existing under the laws of the jurisdiction of its organization,
with full power to carry on its business as now conducted, to enter into this Agreement and to
perform its obligations hereunder;




          (b) This Agreement has been duly authorized, executed and delivered by it in accordance with
all requisite action and constitutes its valid and legally binding obligation, enforceable against
it in accordance with its terms;




          (c) It is conducting its business in compliance with all applicable laws and regulations and
has obtained all regulatory licenses, approvals and consents necessary to carry on its business as
now conducted; there is no statute, regulation, rule, order or judgment binding on it and no
provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or






- 2 -








 







other contract binding on it or affecting its property which would prohibit its execution or
performance of this Agreement;




          (d) To the extent the performance of any services described in Schedule II attached hereto
by BNY in accordance with the then effective Confidential Offering Memorandum (as
hereinafter defined) would violate any applicable laws or regulations, it shall immediately so
notify BNY in writing and thereafter shall either furnish BNY with the appropriate values of
securities, net asset value or other computation, as the case may be, or, subject to the prior
approval of BNY, instruct BNY in writing to value securities and/or compute net asset value or
other computations in a manner it specifies in writing, and either the furnishing of such values or
the giving of such instructions shall constitute its representation that the same is consistent with
all applicable laws and regulations and with its Confidential Offering Memorandum;




          (e) It has implemented, and is acting in accordance with, procedures reasonably designed to
ensure that it will disseminate to all market participants, other than Authorized Participants (as
defined in its Confidential Offering Memorandum), each calculation of net asset value provided by
BNY hereunder to Authorized Participants at the time BNY provides such calculation to Authorized
Participants;




          (f) It will not use the services provided by BNY hereunder in any manner that is, or will
result in, a violation of any law, rule or regulation applicable to it;




          (g) It is fully informed of the protections and risks associated with various methods of
transmitting Instructions and Oral Instructions and delivering Certificates to BNY, shall, and
shall cause each Authorized Person, to safeguard and treat with extreme care any user and
authorization codes, passwords and/or authentication keys, understands that there may be more
secure methods of transmitting or delivering the same than the methods selected by it, agrees that
the security procedures (if any) to be utilized provide a commercially reasonable degree of
protection in light of its particular needs and circumstances, and acknowledges and agrees that
Instructions may be presumed by BNY to have been given by person(s) duly authorized, and may be
acted upon as given; and




- 3 -









 





          (h) It has established and presently maintains policies and procedures requiring it to
obtain and verify information about the identity of its members and which are reasonably designed
to ensure that it is not being used as a conduit for money laundering or other illicit purposes;
and it has verified the identity of each member and made reasonable inquiries regarding the source
of funds credited to such Account, and to the best of the its knowledge, no transaction through
any Account is prohibited by applicable law, regulation or rule.




     4. Delivery of Documents.




          (a) Each Fund will promptly deliver to BNY true and correct copies of each of the following
documents as currently in effect and will promptly deliver to it all future amendments and
supplements thereto, if any:




               (i) Its Organizational documents and all amendments thereto (the “Charter”);



               (ii) Its Operating Agreement, Articles of Association or Limited Liability Company
Agreements, as applicable, and all amendments thereto;



               (iii) Resolutions of its managers or other governing body authorizing the execution, delivery
and performance of this Agreement by the Fund;



               (iv) Its Confidential Offering Memorandum relating to it and its membership interests (the
“Confidential Offering Memorandum”);



               (v) True and correct copies of any material contract between it and any third party
(collectively, “Material Contracts”);



               (vi) Copies of all filings required to be filed by the Fund with an official body or office
(collectively, “Required Filings”); and



               (vii) An opinion of its outside counsel, in form and substance satisfactory to BNY and
addressed to BNY, with respect to its status (i.e. whether registered or qualified, or exempt from
registration or qualification) under the Investment Company Act of 1940, as amended (“the ‘40
Act”), the Securities Exchange Act of 1934 (“the ‘34 Act”), and the




- 4 -









 







Trust Indenture Act of 1939, as amended, and the status (i.e. whether registered or exempt
from registration) of its membership interests under the Securities Act of 1933, as amended and
the
‘34 Act.




          (b) Each copy of the Charter shall be certified by an appropriate governmental representative
of the jurisdiction of organization, and if the Charter is required by law also to be filed with a
county or other officer or official body, a certificate of such filing shall be filed with a
certified copy submitted to BNY. Each copy of the Operating Agreement, Confidential Offering
Memorandum, Material Contracts and Required Filings, and all amendments thereto, shall be certified
by the manager, Secretary or an Assistant Secretary of the Fund.




          (c) It shall be the sole responsibility of each Fund to deliver to BNY from time to time its
then currently effective Confidential Offering Memorandum and BNY shall not be deemed to have
notice of any information contained therein until it is actually received by
BNY.




     5. Duties and Obligations of BNY.



          (a) Subject to the direction and control of each Fund and the provisions of this Agreement,
BNY shall provide to such Fund (i) the administrative services set forth on Schedule I attached
hereto, and (ii) the valuation and computation services listed on Schedule II attached hereto.




          (b) In performing hereunder, BNY shall provide, at its expense, office space, facilities,
equipment and personnel.




          (c) BNY shall not provide services relating to the management, investment advisory or
sub-advisory functions of any Fund, distribution of membership interests of any Fund, or other
services normally performed by the Fund’s counsel or independent auditors.




          (d) Upon receipt of a Fund’s prior written consent (which shall not be unreasonably withheld),
BNY may delegate any of its duties and obligations hereunder to such Fund to any delegee or agent
whenever and on such terms and conditions as it deems necessary or appropriate. Notwithstanding the
foregoing, no Fund’s consent shall be required for any such delegation to any other subsidiary of
The Bank of New York Company, Inc. (hereinafter a “BNY





- 5 -









 







Affiliate”) notwithstanding the domicile of such Bank Affiliate, and BNY shall not be liable
for any loss or damage arising out of, or in connection with, the actions or omissions to act of
any delegee or agent utilized hereunder so long as BNY acts in good faith and without negligence or
willful misconduct in the selection of such delegee or agent, provided that BNY shall be liable for
the acts or omissions of any BNY Affiliate to the same extent it would be liable under the terms
hereof had it committed such act or omission and not delegated the same, and BNY shall notify each
affected Fund upon any such delegation to a BNY Affiliate.




          (e) Each Fund shall cause its officers, managers, advisors, sponsor,
distributor, legal counsel, independent accountants, current administrator (if any) and transfer
agent to cooperate with BNY and to provide BNY, upon request, with such information, documents and
advice relating to that Fund as is within the possession or knowledge of such persons in order to
enable BNY to perform its duties hereunder. In connection with its duties hereunder, BNY shall be
entitled reasonably to rely, and shall be held harmless by each Fund when acting in reliance, upon
the instructions, advice or any documents relating to a Fund provided to BNY by any of the
aforementioned persons. BNY shall not be liable for any loss, damage or expense resulting from or
arising out of the failure of a Fund to cause any information, documents or advice to be provided
to BNY as provided herein, provided BNY acts without negligence or willful misconduct. All fees or
costs charged by such persons shall be borne by the relevant Fund.




          (f) Nothing in this Agreement shall limit or restrict BNY, any affiliate or BNY Affiliate or
any officer or employee thereof from acting for or with any third parties and providing services
similar or identical to some or all of the services provided hereunder.




          (g) Each Fund shall furnish BNY with any and all instructions, explanations, information,
specifications and documentation deemed necessary by BNY in the performance of its duties
hereunder, including, without limitation, the amounts or written formula for calculating the
amounts and times of accrual of Fund liabilities and expenses. BNY shall not be required to include
as Fund liabilities and expenses, nor as a reduction of net asset value, any accrual for any
federal, state, or foreign income taxes unless the Fund shall have specified to BNY the precise
amount of the same to be included in liabilities and expenses or used to reduce net asset value.






- 6 -









 







Each Fund shall also furnish BNY with bid, offer, or market values of Securities if BNY notifies
such Fund that same are not available to BNY from a security pricing or similar service utilized,
or subscribed to, by BNY which BNY in its judgment deems reliable at the time such information is
required for calculations hereunder. At any time and from time to time, the Fund also may furnish
BNY with bid, offer, or market values of Securities and instruct BNY to use such information in its
calculations hereunder. BNY shall at no time be required or obligated to commence or maintain any
utilization of, or subscriptions to, any securities pricing or similar service. In no event shall
BNY be required to determine, or have any obligations with respect to, whether a market price
represents any fair or true value, nor to adjust any price to reflect any events or announcements,
including, without limitation, those with respect to the issuer thereof, it being agreed that all
such determinations and considerations shall be solely for the Fund.




          (h) BNY may apply to an officer of a Fund for written instructions with respect to any matter
arising in connection with BNY’s performance hereunder for such Fund, and BNY shall not be liable
for any action taken or not taken by it in good faith in accordance with such instructions. Such
application for instructions may, at the option of BNY, set forth in writing any action proposed
to be taken or omitted to be taken by BNY with respect to its duties or obligations under this
Agreement and the date on and/or after which such action shall be taken, and BNY shall not be
liable for any action taken or omitted to be taken in accordance with a proposal included in any
such application on or after the date specified therein unless, prior to taking or omitting to
take any such action, BNY has received written instructions in response to such application
specifying the action to be taken or omitted.




          (i) BNY may consult with counsel to a Fund or its own counsel, at such Fund’s expense, and
shall be fully protected with respect to anything done or omitted by it in good faith after
consultation with the Fund in accordance with the advice or opinion of such counsel.




          (j) Notwithstanding any other provision contained in this Agreement, but to the extent
expressly otherwise provided in Schedules I or II attached hereto, BNY shall have no duty or
obligation to with respect to, including, without limitation, any duty or obligation to determine,
or advise or notify a Fund of: (i) the taxable nature of any distribution or amount





- 7 -









 







received or deemed received by, or payable to, such Fund, (ii) the taxable nature or effect on such
Fund or its members of any corporate actions, class actions, tax reclaims, tax refunds or similar
events, (iii) the taxable nature or taxable amount of any distribution or other amount paid,
payable or deemed paid, by such Fund to its members; or (iv) the effect under any federal, state,
foreign, or other applicable income tax laws of such Fund making or not making any distribution or
other payment, or any election with respect thereto.




          (k) BNY, in performing the services required of it under the terms of this Agreement, shall
be entitled reasonably to rely fully on the accuracy and validity of any and all instructions,
explanations, information, specifications and documentation furnished to it by a Fund and shall
have no duty or obligation to review the accuracy, validity or propriety of such instructions,
explanations, information, specifications or documentation, including, without limitation,
evaluations of securities; the amounts or formula for calculating the amounts and times of accrual
of a Fund’s liabilities and expenses; the amounts receivable and the amounts payable on the sale
or purchase of Securities; and amounts receivable or amounts payable for the sale or redemption of
Fund membership interests effected by or on behalf of a Fund. In the event BNY’s computations
hereunder rely, in whole or in part, upon information, including, without limitation, bid, offer
or market values of securities or other assets, or accruals of interest or earnings thereon, from
a pricing or similar service utilized, or subscribed to, by BNY which BNY in its judgment deems
reliable, or from a broker-dealer selected by BNY, BNY shall not be responsible for, under any
duty to inquire into, or deemed to make any assurances with respect to, the accuracy or
completeness of such information. Without limiting the generality of the foregoing, BNY shall not
be required to inquire into any valuation of securities or other assets by a Fund or any third
party described in this sub-section (k) even though BNY in performing services similar to the
services provided pursuant to this Agreement for others may receive different valuations of the
same or different securities of the same issuers.




          (1) BNY, in performing the services required of it under the terms of this Agreement, shall
not be responsible for determining whether any interest accruable to a Fund is or will be actually
paid, but will accrue such interest until otherwise instructed by the Fund.





- 8 -









 








          (m) Subject to the provisions of the Agreement, BNY shall compute the net
asset value per share of membership interest of each Fund and shall value the Securities held by
such Fund at such times and dates and in the manner specified in the then currently effective
Confidential Offering Memorandum of such Fund, except that notwithstanding any language in the
Confidential Offering Memorandum, in no event shall BNY be required to determine, or have any
obligations with respect to, whether a market price represents any fair or true value, nor to
adjust any price to reflect any events or announcements, including, without limitation, those with
respect to the issuer thereof, it being agreed that all such determinations and considerations
shall be solely for each Fund. BNY shall provide a report of such net value to the Fund and
Authorized Participants at the respective times agreed to between the parties from time to tune.
To the extent valuation of Securities or computation of a Fund’s net asset value as specified in
the Fund’s then currently effective Confidential Offering Memorandum is at any time
inconsistent with any applicable laws or regulations, such Fund shall immediately so notify BNY in
writing and thereafter shall either furnish BNY at all appropriate times with the values of such
Securities and net asset value, or subject to the prior approval of BNY, instruct BNY in writing
to value Securities and compute net asset value in a manner which such Fund then represents in
writing to be consistent with all applicable laws and regulations. Such Fund may also from time to
time, subject to the prior approval of BNY, instruct BNY in writing to compute the value of the
Securities or net asset value in a manner other than as specified in this sub-section (m). By
giving such instruction, such Fund shall be deemed to have represented that such instruction is
consistent with all applicable laws and regulations and its then currently effective Confidential
Offering Memorandum. Each Fund shall have sole responsibility for determining the method of
valuation of Securities and the method of computing net asset value.




          (n) In providing the services hereunder BNY is authorized to utilize any legal, tax or other
regulatory, compliance, or monitoring services, in each case not a BNY Affiliate, reasonably
believed by BNY to be reliable to provide information. Each Fund agrees that BNY shall not be
liable for any loss, damage or expense incurred as a result of errors or omissions of any vendor
utilized by BNY or any permitted delegee or agent hereunder, and that no such vendor shall be an
agent or delegee of BNY.




- 9 -









 





          (o) BNY shall have no duties or responsibilities whatsoever except such duties and
responsibilities as are specifically set forth in this Agreement and Schedules I and II attached
hereto, and no covenant or obligation shall be implied against BNY in connection with this
Agreement.




     6. Allocation of Expenses.



     Except as otherwise provided herein, all costs and expenses arising or incurred in connection
with the performance of this Agreement shall be paid by each Fund, including but not limited to,
organizational costs and costs of maintaining its existence, taxes, interest, brokerage fees and
commissions, insurance premiums, compensation and expenses of such Fund’s manager(s), members,
officers or employees, legal, accounting and audit expenses, management, advisory, sub-advisory,
administration and shareholder servicing fees, charges of custodians, transfer and dividend
disbursing agents, expenses (including clerical expenses) incident to the issuance, redemption or
repurchase of Fund membership interests, fees and expenses incident to the registration or
qualification under federal, state or other applicable securities laws of each Fund or its
membership interests, costs (including printing and mailing costs) of preparing and distributing
any materials, reports, notices and proxy material to the Fund’s members, all expenses incidental
to holding meetings of the Fund’s managers and members, and extraordinary expenses as may arise,
including litigation affecting the Fund and legal obligations relating thereto for which the Fund
may have to indemnify its manager(s), members, or officers.



     7. Standard
of Care; Indemnification.



          (a) BNY shall not be liable for any costs, expenses, damages, liabilities or claims,
including attorneys’ and accountants’ fees (collectively, “Losses”), incurred by or asserted
against a Fund, except those Losses arising out of BNY’s own gross negligence or willful
misconduct. In no event shall BNY be liable to a Fund or any third party for special, indirect or
consequential damages, or lost profits or loss of business, arising under or in connection with
this Agreement, even if previously informed of the possibility of such damages and regardless of
the form of action, nor shall BNY be liable for (i) for acting in accordance with any Certificate
or Oral Instructions actually received by BNY and reasonably believed by BNY





 - 10 -









 







to be
given by an Authorized Person; (ii) for acting in
accordance with Instructions; (iii) for
presuming that all instructions that are Instructions and are not contained in a Certificate or
Oral Instructions are given only by person(s) duly authorized; (iv) for relying upon prices
provided by any third party pricing service or broker-dealer believed by BNY to be reliable; (v)
subject to Section 11 hereof, for any Losses due to forces beyond the control of BNY, including
without limitation strikes, work stoppages, acts of war or terrorism, insurrection, revolution,
nuclear or natural catastrophes or acts of God, or interruptions, loss or malfunctions of
utilities, communications or computer (software and hardware) services; (vi) for any Losses arising
from the applicability of any law or regulation now or hereafter in effect; or (vii) for any
Losses, resulting from, arising out of, or in connection with its performance hereunder, including
its actions or omissions, the incompleteness or inaccuracy of any specifications or other
information furnished by or on behalf of a Fund, or for delays caused by circumstances beyond BNY’s
reasonable control, unless such Loss arises out of the gross negligence or willful misconduct of
BNY.




          (b) Each Fund shall indemnify and hold harmless BNY from and against any and all costs,
expenses, damages, liabilities and claims (including claims asserted by such Fund), and reasonable
attorneys’ and accountants’ fees relating thereto, which are sustained or incurred or which may be
asserted against BNY, by reason of or as a result of any action taken or omitted to be taken by
BNY in good faith hereunder or in reliance upon (i) any law, act, regulation or interpretation of
the same, issued by a court or governmental agency, (ii) a Fund’s Confidential Offering
Memorandum, (iii) any instructions of an officer of a Fund, or (iv) any opinion of legal counsel
for a Fund or BNY, or arising out of transactions or other activities of a Fund which occurred
prior to the commencement of this Agreement; provided, that a Fund shall not indemnify BNY
for costs, expenses, damages, liabilities or claims for which BNY is liable under preceding
sub-section 7(a). This indemnity shall be a continuing obligation of each Fund, its successors and
assigns, notwithstanding the termination of this Agreement. Without limiting the generality of the
foregoing, each Fund shall indemnify BNY against and save BNY harmless from any loss, damage or
expense, including counsel fees and other costs and expenses of a defense against any claim or
liability, arising from any one or more of the following:




               (i) Errors in records or instructions, explanations, information,



- 11 -









 




specifications or documentation of any kind, as the case may be, supplied to BNY by any third
party described above or by or on behalf of such Fund;




               (ii) Action or inaction taken or omitted to be taken by BNY pursuant to any Certificate,
Instructions or Oral Instructions of such Fund or otherwise without negligence or willful
misconduct;



               (iii) Any action taken or omitted to be taken by BNY in good faith after consultation with
the Fund in accordance with the advice or opinion of counsel for such Fund or its own counsel;



               (iv) Any improper use by such Fund or its agents, distributor or investment advisor of any
valuations or computations supplied by BNY pursuant to this Agreement;



               (v) The method of valuation of the securities and the method of computing such Fund’s net
asset value; or



               (vi) Any
valuations of securities or net asset value provided by such Fund.



          (c) Actions taken or omitted in reliance on oral or written instructions, or upon any
information, order, indenture, membership certificate, power of attorney, assignment, affidavit
or other instrument reasonably believed by BNY to be genuine or bearing the signature of a person
or persons reasonable believed to be authorized to sign, countersign or execute the same, or upon
the opinion of legal counsel for the Fund or its own counsel, shall be conclusively presumed to
have been taken or omitted in good faith.




     8. Compensation
and Reimbursements.



     For the services provided hereunder, each Fund agrees to pay BNY such compensation as is
mutually agreed from time to time and such out-of-pocket expenses (e.g., telecommunication
charges, postage and delivery charges, record retention costs, reproduction charges and
transportation and lodging costs) as are incurred by BNY in performing its duties hereunder.
Except as hereinafter set forth, compensation shall be calculated and accrued daily and paid
monthly. [Each Fund authorizes BNY to debit such Fund’s custody account for all amounts due




- 12 -









 







and payable hereunder. BNY shall deliver to each Fund invoices for services rendered after debiting
such Fund’s custody account with an indication that payment has
been made.] Upon termination of this
Agreement before the end of any month, the compensation for such part of a month shall be prorated
according to the proportion which such period bears to the full monthly period and shall be payable
upon the effective date of termination of this Agreement. For the purpose of determining
compensation payable to BNY, each Fund’s net asset value shall be computed at the times and in the
manner specified in the Fund’s Confidential Offering Memorandum.




     9. Term of Agreement.



          (a) This Agreement shall continue until terminated by either BNY giving to a Fund, or a Fund
giving to BNY, a notice in writing specifying the date of such termination, which date shall be not
less than 90 days after the date of the giving of such notice. Upon termination hereof, the
affected Fund(s) shall pay to BNY such compensation as may be due as of the date of such
termination, and shall reimburse BNY for any disbursements and expenses made or incurred by BNY and
payable or reimbursable hereunder.




          (b) Notwithstanding the foregoing, BNY may terminate this Agreement upon 30 days prior written
notice to a Fund if such Fund [shall terminate its custody agreement with The Bank of New York], or
fail to perform its obligations hereunder in a material respect.




          (c) No
termination by a Fund shall constitute a termination by any other Fund.




     10. Authorized Persons.



     Attached hereto as Exhibit B are lists of persons duly authorized by each Fund to execute this
Agreement and give any written or oral instructions, or written or oral specifications, by or on
behalf of a Fund. From time to time a Fund may deliver a new Exhibit B to add or delete any person
and BNY shall be entitled to rely on the last Exhibit B actually received by BNY.



     11. Amendment.



     This Agreement may not be amended or modified in any manner except by a written agreement
executed by BNY and each Fund to be bound thereby, and authorized or approved by each Fund to be
bound thereby.




- 13 -









 








     12. Assignment.



     This Agreement shall extend to and shall be binding upon the parties hereto, and their
respective successors and assigns; provided, however, that this Agreement shall not be assignable
by the Fund without the written consent of BNY, or by BNY without the written consent of the Fund.



     13.
Governing Law; Consent to Jurisdiction.



     This Agreement shall be construed in accordance with the laws of the State of New York,
without regard to conflict of laws principles thereof. Each Fund hereby consents to the
jurisdiction of a state or federal court situated in New York City, New York in connection with
any dispute arising hereunder, and waives to the fullest extent permitted by law its right to a
trial by jury. To the extent that in any jurisdiction a Fund may now or hereafter be entitled to
claim, for itself or its assets, immunity from suit, execution, attachment (before or after
judgment) or other legal process, each Fund irrevocably agrees not to claim, and it hereby waives,
such immunity.



     14. Severability.



     In case any provision in or obligation under this Agreement shall be invalid, illegal or
unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations shall not in any way be affected or impaired thereby, and if any
provision is inapplicable to any person or circumstances, it shall nevertheless remain applicable
to all other persons and circumstances. Each Fund is entering this Agreement on its own account
and no action by one Fund shall affect this Agreement with any other Fund.



     15. No Waiver.



     Each and every right granted to BNY hereunder or under any other document delivered hereunder
or in connection herewith, or allowed it by law or equity, shall be cumulative and may be
exercised from time to time. No failure on the part of BNY to exercise, and no delay in
exercising, any right will operate as a waiver thereof, nor will any single or partial exercise by
BNY of any right preclude any other or future exercise thereof or the exercise of any other right.




- 14 -









 








    16. Notices.



    All notices, requests, consents and other communications pursuant to this Agreement in
writing shall be sent as follows:


if to a Fund, at



Tom Fernandes

Head Trader

GreenHaven, LLC

3340 Peachtree Rd., Suite 1910

Atlanta, GA 30326



if to BNY, at



The Bank of New York 
One Wall
Street, 25th Floor

New York, New York 10286

Attention. Stephen Manners

Title: Vice President



or at such other place as may from time to time be designated in writing. Notices hereunder shall
be effective upon receipt.




     17. Counterparts.



     This Agreement may be executed in any number of counterparts, each of which shall be deemed
to be an original; but such counterparts together shall constitute only one instrument.



     18. Entire
Agreement.



     BNY and each Fund shall have no duties or responsibilities whatsoever except such duties and
responsibilities specifically set forth in this Agreement and no covenant or obligation shall be
implied against BNY or any Fund in connection with this Agreement.



     IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by
duly authorized persons, all as of the day and year first above written.




- 15 -









 








	 	 	 	 	 	 	 
	 	 	GreenHaven Continuous Commodity Index Fund	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Title:
	 	/s/ Ashmead Pringle
 

President
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Title:
	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Title:
	 	 

	 	 






- 16 -









 






EXHIBIT A




FUNDS




GreenHaven Continuous Commodity Index Fund




GreenHaven Continuous Commodity Index Master Fund





 









 








EXHIBIT B




     I, Director, of GreenHaven Continuous Commodity Index Fund a Statutory
Trust organized under the laws of Delaware, (the “Fund”), do hereby certify that:



     The following individuals serve in the following positions with the Fund, and each has been
duly elected or appointed by the Fund to each such position and qualified therefor in conformity
with the Fund’s Articles of Organization and Operating Agreement, and the signatures set forth
opposite their respective names are their true and correct signatures. Each such person is
authorized to give written or oral instructions or written or oral specifications by or on behalf
of the Fund to BNY.



	 	 	 	 	 	 	 	 	 
	Name	 	Position	 	Signature	 	 	 	 
	 
	Ashmead Pringle

	 	President
	 	/s/ Ashmead Pringle	 	 	 	 
	 

	 	 	 	 

	 	 	 	 
	Thomas Fernandes

	 	Director
	 	/s/ Thomas Fernandes
 

	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 


	 	 

	 	 

	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 


	 	 

	 	 

	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 


	 	 

	 	 

	 	 	 	 






 









 







SCHEDULE I




ADMINISTRATIVE SERVICES





	1.	 	Provide periodic reports and other information to the sponsor and the sponsor’s accountants
to assist in the periodic updating of the Registration Statement, Prospectus, and the
preparation of Form 10-K and Form 10-Q and proxy materials, if any, with respect to the
Trust and each Fund.






	2.	 	Attend meetings of the Fund’s Board or its shareholders or members as requested from time to
time.






	3.	 	Subject to review and approval by Fund, establish appropriate expense accruals, maintain
expense files and coordinate the payment of invoices for Fund.








 









 








SCHEDULE II

VALUATION AND COMPUTATION SERVICES




     I. BNY shall maintain the following records on a daily basis in respect of Fund (or any
applicable Series).




	 	1.	 	Report of priced portfolio securities
	 
	 	2.	 	Statement of net asset value per share





     II. BNY shall maintain the following records on a monthly basis in respect of Fund (or any
applicable Series):




	 	1.	 	General Ledger
	 
	 	2.	 	General Journal
	 
	 	3.	 	Cash Receipts Journal
	 
	 	4.	 	Cash Disbursements Journal
	 
	 	5.	 	Subscriptions Journal
	 
	 	6.	 	Redemptions Journal

	 
	 	7.	 	Accounts Receivable Reports
	 
	 	8.	 	Accounts Payable Reports
	 
	 	9.	 	Transaction (Securities) Journal
	 
	 	10.	 	Broker Transaction Journal

	 
	 	11.	 	Holdings Ledger
	 
	 	12.	 	Buy-Sell Ledger (Broker’s Ledger)






 









 








APPENDIX I




THE BANK OF NEW YORK

ON-LINE COMMUNICATIONS SYSTEM (THE “SYSTEM”)




TERMS AND CONDITIONS




     1. License;
Use. (a) This Appendix I shall govern the Fund’s use of the System and
any computer software provided by BNY to the Fund in connection herewith (collectively, the“Software”). In the
event of any conflict between the terms of this Appendix I and the main body of this Agreement
with respect to the Fund’s use of the System, the terms of this Appendix I shall control.



     (b) Upon delivery to the Fund of Software and/or System access codes, BNY grants to the Fund a
personal, nontransferable and nonexclusive license to use the Software and the System solely for
the purpose of transmitting Written Instructions, receiving reports, making inquiries or otherwise
communicating with BNY in connection with the Account(s). The Fund shall use the Software and the
System solely for its own internal and proper business purposes and not in the operation of a
service bureau. Except as set forth herein, no license or right of any kind is granted to the Fund
with respect to the Software or the System. The Fund acknowledges that BNY and its suppliers retain
and have title and exclusive proprietary rights to the Software and the System, including any trade
secrets or other ideas, concepts, know-how, methodologies, or information incorporated therein and
the exclusive rights to any copyrights, trademarks and patents (including registrations and
applications for registration of either), or other statutory or legal protections available in
respect thereof. The Fund further acknowledges that all or a part of the Software or the System
may be copyrighted or trademarked (or a registration or claim made therefor) by BNY or its
suppliers. The Fund shall not take any action with respect to the Software or the System
inconsistent with the foregoing acknowledgments, nor shall the Fund attempt to decompile, reverse
engineer or modify the Software. The Fund may not copy, sell, lease or provide, directly or
indirectly, any of the Software or any portion thereof to any other person or entity without BNY’s
prior written consent. The Fund may not remove any statutory copyright notice or other notice
included in the Software or on any media containing the Software. The Fund shall reproduce any such
notice on any reproduction of the Software and shall add any statutory copyright notice or other
notice to the Software or media upon BNY’s request.



     (c) If the Fund subscribes to any database service provided by BNY in connection with its use
of the System, delivery of such database to the Fund shall constitute the granting by BNY to the
Fund of a non-exclusive, non-transferable license to use such database for so long as this Appendix
I is in effect. It is understood and agreed that any database supplied by BNY is derived from
sources which BNY believes to be reliable but BNY does not, and cannot for the fees charged,
guarantee or warrant that the data is correct, complete or current. All such databases are provided
as an accommodation by BNY to its customers and are compiled without any independent investigation
by BNY. However, BNY will endeavor to update and revise each database on a periodic basis as BNY,
in its discretion, deems necessary and appropriate. The Fund also agrees that the Fund will
promptly install all updates and revisions to each database which BNY provides and that BNY cannot
bear any responsibility whatsoever for the Fund’s failure to do so. BNY IS NOT RESPONSIBLE FOR ANY
RESULTS OBTAINED BY THE FUND FROM USE OF DATABASE SERVICES PROVIDED BY BNY.



     2. Equipment. The Fund shall obtain and maintain at its own cost and expense all
equipment and services, including but not limited to communications services, necessary for it to
utilize the Software and obtain access to the System, and BNY shall not be responsible for the
reliability or availability of any such equipment or services.



     3. Proprietary Information. The Software, any data base and any proprietary data,
processes, information and documentation made available to the Fund (other than which are or become
part of the public domain or are legally required to be made available to the public)
(collectively, the “Information”), are the exclusive and confidential property of BNY or its
suppliers. However, for the avoidance of doubt, reports generated by the Fund containing
information relating to the Account(s) are not deemed to be within the meaning of the term
“Information”. The Fund shall keep the Information confidential by using the same care and
discretion that the Fund



- 2 -









 




uses with respect to its own confidential property and trade secrets, but not less than
reasonable care. Upon termination of the Agreement or the licenses granted herein for any reason,
the Fund shall return to BNY any and all copies of the Information which are in its possession or
under its control. The provisions of this Section 3 shall not affect the copyright status of any of
the Information which may be copyrighted and shall apply to all information whether or not
copyrighted.




     4. Modifications. BNY reserves the right to modify the Software from time to time and
the Fund shall install new releases of the Software as BNY may direct. The Fund agrees not to
modify or attempt to modify the Software without BNY’s prior written consent. The Fund acknowledges
that any modifications to the Software, whether by the Fund or BNY and whether with or without
BNY’s consent, shall become the property of BNY.



     5. NO REPRESENTATIONS OR WARRANTIES. BNY AND ITS MANUFACTURERS AND SUPPLIERS MAKE NO
WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE SOFTWARE, THE SYSTEM, ANY SERVICES OR ANY
DATABASE, EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING BUT NOT LIMITED TO WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER ACKNOWLEDGES THAT THE SOFTWARE, THE
SYSTEM, ANY SERVICES AND ANY DATABASE ARE PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, IN NO EVENT SHALL BNY OR ANY SUPPLIER BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT,
INDIRECT SPECIAL, OR CONSEQUENTIAL, WHICH THE FUND MAY INCUR IN CONNECTION WITH THE SOFTWARE,
SERVICES OR ANY DATABASE, EVEN IF BNY OR SUCH SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. IN NO EVENT SHALL BNY OR ANY SUPPLIER BE LIABLE FOR ACTS OF GOD, MACHINE OR COMPUTER
BREAKDOWN OR MALFUNCTION, INTERRUPTION OR MALFUNCTION OF COMMUNICATION FACILITIES, LABOR
DIFFICULTIES OR ANY OTHER SIMILAR OR DISSIMILAR CAUSE BEYOND THEIR REASONABLE CONTROL.



     6. Security;
Reliance; Unauthorized Use. BNY will establish security procedures to be
followed in connection with the System. The Fund understands and agrees that the security
procedures are intended to determine whether instructions received by BNY through the System are
authorized but are not (unless otherwise specified in writing) intended to detect any errors
contained in such instructions. The Fund will cause all persons utilizing the Software and the
System to treat all applicable user and authorization codes, passwords and authentication keys with
the highest degree of care and confidentiality. BNY is hereby irrevocably authorized to comply with
and rely upon on Written Instructions, whether or not authorized, received by it through the System
in accordance with the security procedures. The Fund acknowledges that it is its sole
responsibility to assure that only Authorized Persons use the System and that to the fullest extent
permitted by applicable law BNY shall not be responsible nor liable for any unauthorized use
thereof or for any losses sustained by the Fund arising from or in connection with the use of the
System or BNY’s reliance upon and compliance with Written Instructions received through the System.



     7. System Acknowledgments. BNY shall acknowledge through the System its receipt of
each transmission communicated through the System, and in the absence of such acknowledgment BNY
shall not be liable for any failure to act in accordance with such transmission and the Fund may
not claim that such transmission was received by BNY.



     8. EXPORT RESTRICTIONS. EXPORT OF THE SOFTWARE IS PROHIBITED BY UNITED STATES LAW.
THE FUND MAY NOT UNDER ANY CIRCUMSTANCES RESELL, DIVERT, TRANSFER, TRANSSHIP OR OTHERWISE DISPOSE
OF THE SOFTWARE (IN ANY FORM) IN OR TO ANY OTHER COUNTRY. IF BNY DELIVERED THE SOFTWARE TO CUSTOMER
OUTSIDE OF THE UNITED STATES, THE SOFTWARE WAS EXPORTED FROM THE UNITED STATES IN ACCORDANCE WITH
THE EXPORT ADMINISTRATION REGULATIONS. DIVERSION CONTRARY TO U.S. LAW IS PROHIBITED. The Fund
hereby authorizes BNY to report its name and address to government agencies to which BNY is
required to provide such information by law.



- 3 -









 





     9. Encryption. The Fund acknowledges and agrees that encryption may not be available
for every communication through the System, or for all data. The Fund agrees that BNY may
deactivate any encryption features at any time, without notice or liability to the Fund, for the
purpose of maintaining, repairing or troubleshooting the System or the Software.



     10. On-Line
Inquiry and Modification of Records. In connection with the Fund’s use of
the System, BNY may, at the Fund’s request, permit the Fund to enter data directly into a BNY
database for the purpose of modifying certain information maintained by BNY’s systems, including,
but not limited to, change of address information. To the extent that the Fund is granted such
access, the Fund agrees to indemnify and hold BNY harmless from all loss, liability, cost, damage
and expense (including attorney’s fees and expenses) to which BNY may be subjected or which may be
incurred in connection with any claim which may arise out of or as a result of changes to BNY
database records initiated by the Fund.




- 4 -