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Restructuring of Insurance Dedicated Fund and Loan Facility

Limited Partnership Series

Representation of a limited partnership series of an insurance dedicated fund (the "Series") in a number of transactions which were required by the lender, an international financial institution. The transactions were required to close simultaneously no later than June 30, 2009. The transactions included the following:

(1) the negotiation of a participation agreement with a multi-national insurance company investor and the attendant structuring advice to the Series to avoid investor control issues under the Internal Revenue Code;
(2) the simultaneous restructuring of an existing loan facility and transfer of a portfolio of private investment fund and fund of fund interests managed by a hedge fund management company to the Series;
(3) the negotiation of the terms of a variable funding note issued by the Series to the financial institution and the attendant loan documents, including a total return swap confirmation agreement;
(4) the negotiation of the documentation for $35,000,000 of additional cash collateral provided by the insurance company investor;
(5) the negotiation of the custody, account control and administrative services agreements with the administrator/custodian; and
(6) the negotiation of the terms of a investment subadvisory agreement between the hedge fund management company and subadvisor to the Series.
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