Wells Fargo Family Office Fund FW, LLC 0000898432-11-000006

This document was submitted to the SEC on behalf of Wells Fargo Family Office Fund FW, LLC. The original filing can be found at http://www.sec.gov/Archives/edgar/data/00015073...


by and among





    SERVICES AGREEMENT, made as of the 3 day of January, 2011 by and among WELLS FARGO ALTERNATIVE ASSET MANAGEMENT, LLC, a Delaware limited liability company (“WFAAM”), WELLS FARGO FAMILY OFFICE FUND I, LLC (“Fund I”), and WELLS FARGO FAMILY OFFICE FUND FW, LLC (“FW Fund,” and, each a “Fund” or, together “Funds”), each a Delaware limited liability company.


    WHEREAS, WFAAM and its affiliates are in the business of providing services to registered and unregistered investment companies; and

    WHEREAS, each Fund wishes to retain WFAAM to provide various services relating to the operations of that Fund pursuant to this Agreement, and WFAAM wishes to provide such services;

    NOW, THEREFORE, in consideration of the terms and conditions herein contained, the parties agree as follows:

  1. Appointment of WFAAM.
  (a) The Funds hereby retain WFAAM to provide and WFAAM hereby agrees to provide the following services to each Fund:


legal and accounting support services;



the provision of office space, telephone and utilities;



the general supervision of the entities that are retained by a Fund to provide accounting services, investor services and custody services to that Fund;



assisting  in  the  drafting  and  updating  of  each  Fund’s  registration statement, including its private placement memorandum (which may be a single private placement memorandum for both Funds);



reviewing, approving and assisting in the preparation of regulatory filings with the Securities and Exchange Commission  (the  “SEC”) and state securities regulators and other Federal and state regulatory authorities;



preparing reports to and other informational materials for members of the Funds (“Members”) and assisting in the preparation of proxy statements, tender offer materials and other Member communications;



monitoring  the  Funds’  compliance  with  Federal  and  state  regulatory requirements (other than those relating to investment compliance);



reviewing accounting records and financial reports of the Funds, assisting with the preparation of the financial reports of the Funds and acting as liaison  with each Fund’s administrator, legal counsel and independent auditors;



assisting in the preparation and filing of tax returns for the Funds;



assisting, coordinating and organizing meetings of the board of managers of each Fund (each, a “Board”) and meetings of Members as may be called by a Board from time to time;



preparing materials and reports for use in connection with meetings of the Boards;



maintaining and preserving those books and records of the Funds not otherwise required to be maintained by a Fund’s other administrator or custodian;


reviewing and arranging for payment of the expenses of the Funds;


assisting the Funds in conducting periodic repurchases of limited liability company interests in the Funds (“Units”); and


such other services that a Fund and Administrator shall agree to from time to time.


        (b)         WFAAM is authorized to utilize the services of its affiliates and agents and their respective officers and employees in providing any of the services required to be provided by WFAAM under this Agreement.

    2.            Consideration.

    (a)           WFAAM enters into this Agreement with the Funds in consideration of each Fund’s investment in Wells Fargo Family Office Master Fund , LLC (“Master Fund”), to which WFAAM serves as investment adviser.  The Funds and WFAAM agree that WFAAM shall not receive compensation from the Funds.  The Funds and WFAAM recognize that this Section 2 does not preclude WFAAM’s receipt of compensation in the form of investment advisory fees from the Master Fund for serving as the Master Fund’s investment adviser.

    (b)           WFAAM is responsible for bearing all costs and expenses associated with the provision of its services hereunder.    Each Fund shall pay all other expenses associated with the conduct of its business.

    3.            Liability of WFAAM.  To the extent consistent with applicable law, WFAAM shall  not be liable for any loss sustained by reason of good faith errors or omissions of WFAAM or any affiliate of WFAAM, or their respective directors, officers or employees, in connection with any matters to which this Agreement relates; provided, however, that nothing in this Agreement shall be deemed to protect WFAAM from willful misfeasance, bad faith or gross negligence in the performance of its obligations and duties, or reckless disregard of its obligations and duties under this Agreement.

    4.            Liability of the Managers and Members.    WFAAM understands and agrees that the obligations of a Fund under this Agreement are not binding upon any Member or person serving on the Board (a “Manager”) of that Fund personally, but bind only that Fund and that Fund’s property; WFAAM represents that it has notice of the provisions of the Limited Liability Company Agreement (“LLC Agreement”) of each Fund disclaiming Member and Manager liability for acts and obligations of that Fund.

    5.            Duration.   This Agreement shall be executed and become effective on the date of execution of this Agreement.   Unless terminated as herein provided, this Agreement shall remain in full force and effect through [August 30, 2012] and shall continue in effect with respect to a Fund from year to year thereafter if such continuance is approved annually by the Board of that Fund, or by vote of a majority of the outstanding voting securities of that Fund, provided that in either event the continuance is also approved by a majority of that Fund’s Independent Managers (as defined in the LLC Agreement of that Fund) by vote cast in person at a meeting called for the purpose of voting on such approval.

Any approval of this Agreement by the holders of a majority of the outstanding voting securities of a Fund shall be effective to continue this Agreement with respect to that Fund notwithstanding (a) that this Agreement has not been approved by the holders of a majority of the outstanding Units of that Fund affected thereby, and (b) that this Agreement has not been approved by the vote of a majority of the outstanding Units of that Fund, unless such approval shall be required by any other applicable law or otherwise.

    6.            Assignment or Amendment.   Any amendment to this Agreement shall be in writing and shall be subject to the approval of the Boards, including the vote of a majority of

the  Independent  Managers  of  each  Board.    This  Agreement  shall  automatically  and immediately terminate in the event of its “assignment,” as defined in the 1940 Act and the rules thereunder.

    7.            Termination.  This Agreement may be terminated (i) by WFAAM, with respect to a Fund, at any time without penalty upon sixty (60) days’ written notice to that Fund (which notice may be waived by that Fund); or (ii) by a Fund, with respect to that Fund, at any time without penalty upon sixty (60) days’ written notice to WFAAM (which notice may be waived by WFAAM).

    8.            Certain Records.  WFAAM will maintain certain records in connection with its duties pursuant to this Agreement.   Any records required to be maintained and preserved pursuant to Rules 31a-1 and 31a-2 under the 1940 Act that are prepared or maintained by WFAAM on behalf of the Funds shall be prepared and maintained at the expense of WFAAM, but shall be the property of the applicable Fund and shall be made available to or surrendered promptly to that Fund upon its request.

    In case of any request or demand for the inspection of such records by another party, WFAAM shall notify the appropriate Fund or Funds and follow that Fund’s or the Funds’ instructions as to permitting or refusing such inspection; provided that WFAAM may exhibit such records to any person in any case where it is advised by its counsel that it may be held liable for failure to do so, unless (in cases involving potential exposure only to civil liability) the Fund or Funds has agreed to indemnify WFAAM against such liability.

    9.            Choice of Law.  This Agreement shall be governed by the laws of the State of California applicable to agreements made and to be performed entirely within the State of California (without regard to any conflicts  of  law  principles  thereof).    Any  question  of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such term or provision of the  1940 Act and to interpretations thereof, if any, by the United States. In addition, where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is revised by rule, regulation or order of the SEC, such provision shall be deemed to incorporate the effect of such rule, regulation or order.

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    IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.







/s/ Daniel J. Rauchle




Daniel J. Rauchle













/s/ Daniel J. Rauchle




Daniel J. Rauchle













/s/ Daniel J. Rauchle




Daniel J. Rauchle