Hsbc Absolute Return Portolio LLC SEC Form POS AMI Filed August 14, 2002 Last Updated February 2, 2020 at 10:20 PM EST
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N-2/A

As Filed with the Securities and Exchange Commission on August 14, 2002

INVESTMENT COMPANY ACT FILE NO. 811-21116

U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-2

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940   |X|
AMENDMENT NO. 2      |X|

HSBC ABSOLUTE RETURN PORTFOLIO LLC
(Exact Name of Registrant as Specified in its Charter)

452 Fifth Avenue
New York, New York 10018
(Address of Principal Executive Offices)

Registrant's Telephone Number, including Area Code: (212) 525-8498

L. THOMAS WELSH, JR.
c/o HSBC Asset Management
(Americas) Inc.
452 Fifth Avenue
New York, New York 10018
(Name and Address of Agent for Service)


COPY TO:


Stuart H. Coleman, Esq.
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038-4982

__________

This Registration Statement has been filed by Registrant pursuant to Section 8(b) of the Investment Company Act of 1940, as amended. However, interests in the Registrant are not being registered under the Securities Act of 1933, as amended (the “1933 Act”), since such interests will be issued solely in private placement transactions which do not involve any “public offering” within the meaning of Section 4(2) of the 1933 Act. Investment in the Registrant may be made only by individuals or entities which are “accredited investors” within the meaning of Regulation D under the 1933 Act. This Registration Statement does not constitute an offer to sell, or the solicitation of an offer to buy, any interests in the Registrant.

Explanatory Note

This filing is being made solely to file certain exhibits as part of the Fund’s Registration Statement. Parts A and B of the Fund's Registration Statement, which were previously filed with the Staff on June 7, 2002 and, as amended, on July 22, 2002, are incorporated herein by reference.

PART C.  OTHER INFORMATION

Item 24.  Financial Statements and Exhibits

1. Financial
Statements:		 Because the Registrant has no assets, financial statements are omitted.

2. Exhibits:

a. (1) Certificate of Formation*
(2) Limited Liability Company Agreement (included as Appendix A to the Fund's prospectus)*
b.
c.
d.
e.
f.
g.		 Not Applicable
Not Applicable.
See Item 24 (2) (a) (2)
Not Applicable.
Not Applicable.
Investment Advisory Agreement

   h.
i.
j.		 Not Applicable.
Not Applicable.
Custody Agreement

   k. (1) Administration Agreement
(2) Administration, Accounting and Investor Services Agreement
(3) Escrow Agreement

   l.
m.
n.
o.
p.
q.
r.		 Not Applicable.
Not Applicable.
Not Applicable.
Not Applicable.
Not Applicable.
Not Applicable.
Code of Ethics

* Previously filed.

Item 25.  Marketing Arrangements: Not Applicable.

Item 26.  Other Expenses of Issuance and Distribution:


Legal fees and Accounting Fees                     _______
Blue Sky fees                                      _______
Printing, Engraving and Offering                   _______
Miscellaneous                                      _______
                                                  --------
         Total                                    $_______

Item 27.  Persons Controlled by or Under Common Control with Registrant:

          After completion of the private offering of interests, the Registrant expects that no person will be directly or indirectly under common control with the Registrant, except that the Registrant may be deemed to be controlled by HSBC Asset Management (Americas) Inc., the adviser of the Registrant. Information regarding the ownership of HSBC Asset Management (Americas) Inc. is set forth in its Form ADV, as filed with the Commission (File No. 801-25999).

Item 28.  Number of Holders of Securities

        Title of Class

 Number of Recordholders  

Limited Liability Company Interests   1 (The Registrant anticipates that as a result of the private offering of interests there will be more than 100 record holders of such interests in the future.)  

Item 29.  Indemnification:

          Reference is made to Section 3.7 of the Registrant's Limited Liability Company Agreement (the "LLC Agreement") to be included in the Confidential Memorandum as Appendix A and to Paragraph 7 of the Registrant's Investment Advisory Agreement ("Investment Advisory Agreement") to be filed as Exhibit (g) hereto. The Registrant hereby undertakes that it will apply the indemnification provisions of the LLC Agreement in a manner consistent with Release 40-11330 of the Securities and Exchange Commission under the Investment Company Act of 1940, as amended (the "Investment Company Act"), so long as the interpretation therein of Sections 17(h) and 17(i) of the Investment Company Act remains in effect.

          The Registrant, in conjunction with the Adviser, the Registrant's directors and other registered management investment companies managed by the Adviser or its affiliates, maintains insurance on behalf of any person who is or was an independent director, officer, employee, or agent of the Registrant, or who is or was serving at the request of the Registrant as an individual general partner, director, officer, employee or agent of another managed investment company, against certain liability asserted against and incurred by, or arising out of , his or her position. However, in no event will the Registrant pay that portion of the premium, if any, for insurance to indemnify any such person or any act for which the Registrant itself is not permitted to indemnify.

Item 30.  Business and Other Connections of Investment Adviser:

           A description of any other business, profession, vocation, or employment of a substantial nature in which the investment adviser of the Registrant, and each member, director, executive officer, or partner of any such investment adviser, is or has been, at any time during the past two fiscal years, engaged in for his or her own account or in the capacity of member, director, officer, employee, partner or trustee, is set forth in the Registrant's Confidential Memorandum in the sections entitled "The Directors" and "The Adviser." Information as to the members and officers of HSBC Asset Management (Americas) Inc. is included in its Form ADV as filed with the Commission (File No. 801-25999), and is incorporated herein by reference.

Item 31.  Location of Accounts and Records:

           BISYS Fund Services maintains certain required accounting related and financial books and records of the Registrant at 3435 Stelzer Road, Suite 1000, Columbus, Ohio 43219. The other required books and records are maintained by the Adviser, 452 Fifth Avenue, New York, New York 10018.

Item 32.  Management Services:

          Not Applicable.

Item 33.  Undertakings:

          Not Applicable.

SIGNATURES

          Pursuant to the requirements of the Investment Company Act of 1940, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 14th day August, 2002.

  HSBC ABSOLUTE RETURN PORTFOLIO LLC


By:   HSBC Asset Management (Americas) Inc.
         Managing Member

By: /s/ L. Thomas Welsh, Jr.                       
       Name:   L. Thomas Welsh, Jr.
       Title:    Authorized Representative

EXHIBIT INDEX

EXHIBIT
NUMBER
DESCRIPTION		 SEQUENTIAL
PAGE NUMBER

g.

j.

k.



r.		 Investment Advisory Agreement

Custody Agreement

(1)  Administration Agreement
(2)  Adminstration, Accounting and Investor Services Agreement
(3) Escrow Agreement

Code of Ethics

EX-99G

Exhibit g

INVESTMENT ADVISORY AGREEMENT

           AGREEMENT made as of August 15, 2002 between HSBC ABSOLUTE RETURN PORTFOLIO LLC, a Delaware limited liability company (the "Fund"), and HSBC Asset Management (Americas) Inc. (the "Adviser"), a Delaware limited liability company registered as an investment adviser under the Investment Advisers Act of 1940, as amended.

           WHEREAS, the Fund is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as a closed-end management investment company and desires to retain the Adviser as investment adviser to furnish certain investment advisory and portfolio management services to the Fund, and the Adviser is willing to furnish these services;

          NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, it is agreed between the parties hereto as follows:

          1.      Appointment. The Fund hereby appoints the Adviser as investment adviser of the Fund for the period and on the terms set forth in this Agreement. The Adviser accepts this appointment and agrees to render the services herein set forth, for the compensation herein described.

          2.      Duties as Investment Adviser.

          (a)      Subject to the supervision of the Fund's Board of Directors (the "Board"), the Adviser will have full discretion and authority (i) to manage the assets and liabilities of the Fund and (ii) to manage the day-to-day business and affairs of the Fund. In furtherance of and subject to the foregoing, the Adviser will have full power and authority on behalf of the Fund, among other matters:

(1) to purchase, sell, exchange, trade and otherwise deal in and with securities and other property of the Fund and to loan securities of the Fund;

(2) to do any and all acts and exercise all rights with respect to the Fund's interest in any person, firm, corporation, partnership or other entity, including, without limitation, voting interests of the Investment Funds (as defined in the Fund's Confidential Memorandum (the "Memorandum"));

(3) to enter into agreements with the Investment Funds irrevocably to forego the Fund's right to vote its interests or shares of the Investment Funds;

(4) to enter into agreements with the Investment Funds that provide for, among other things, the indemnification by the Fund of the Investment Funds and the Investment Managers (as defined in the Memorandum) to the same or different extent as provided for in respect of the Adviser, and to terminate such agreements;

(5) to open, maintain and close accounts with brokers and dealers, to make all decisions relating to the manner, method and timing of securities and other investment transactions, to select and place orders with brokers, dealers or other financial intermediaries for the execution, clearance or settlement of any transactions on behalf of the Fund on such terms as the Adviser considers appropriate, and to grant limited discretionary authorization to such persons with respect to price, time and other terms of investment and trading transactions, subject to Paragraph 2(b);

(6) to borrow from banks or other financial institutions and to pledge Fund assets as collateral therefor, to trade on margin, to exercise or refrain from exercising all rights regarding the Fund's investments, and to instruct custodians regarding the settlement of transactions, the disbursement of payments to the Fund's investors (the "Members") with respect to repurchases of interests in the Fund ("Interests") and the payment of Fund expenses, including those relating to the organization and registration of the Fund;

(7) to call and conduct meetings of Members at the Fund's principal office or elsewhere as it may determine and to assist the Board in calling and conducting meetings of the Board;

(8) to engage and terminate such attorneys, accountants and other professional advisers and consultants as the Adviser may deem necessary or advisable in connection with the affairs of the Fund or as may be directed by the Board;

(9) to engage and terminate the services of persons other than the Subadvisers (the engagement of which shall be subject to Paragraph 2(a)(13)) to assist the Adviser in providing, or to provide under the Adviser's control and supervision, advice and management to the Fund at the expense of the Adviser and to terminate such services;

(10) as directed by the Board, to commence, defend and conclude any action, suit, investigation or other proceeding that pertains to the Fund or any assets of the Fund;

(11) if directed by the Board, to arrange for the purchase of (A) one or more "key man" insurance policies on the life of any principal of a member of the Adviser, the benefits of which are payable to the Fund, or (B) any insurance covering the potential liabilities of the Fund or relating to the performance of the Board or the Adviser, or any of their principals, directors, officers, members, employees and agents;

(12) to execute, deliver and perform such contracts, agreements and other undertakings, and to engage in such activities and transactions as are, in the opinion of the Adviser, necessary and appropriate for the conduct of the business of the Fund without the act, vote or approval of any other Members or person; and

(13) (A) to direct the formulation of investment policies and strategies for the Fund using a multi-asset and multi-manager strategy whereby some or all of the Fund's assets may be committed from time to time by the Adviser to the discretionary management of one or more Subadvisers (as defined in the Memorandum), the selection of which shall be subject to the approval of a majority (as defined in the 1940 Act) of the Fund's outstanding voting securities, unless the Fund receives an exemption from the provisions of the 1940 Act requiring such approval, (B) to enter into agreements with the Subadvisers that provide for, among other things, the indemnification by the Fund of the Subadvisers to the same or different extent as provided for in respect of the Adviser, and to terminate such agreements, (C) to authorize the payment of fees and allocations of profits to Subadvisers pursuant to their respective governing documents and any rebates or reductions of such fees or allocations which shall be for the benefit of the Fund and (D) to identify appropriate Subadvisers, assess the most appropriate investment vehicles (general or limited partnerships, limited liability companies, separate managed accounts or other investment vehicles (pooled or otherwise)) that invest or trade in securities, and determine the assets to be committed to each Subadviser and invested through the Subadviser, which investments shall be subject in each case to the terms and conditions of the respective governing documents used by the Subadviser.

          (b)      The Adviser, in its discretion, may use brokers who provide the Fund with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Fund, and the Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Adviser's good faith determination that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser to the Fund and its other clients and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term. Whenever the Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Fund recognizes that in some cases this procedure may adversely affect the results obtained for the Fund.

          (c)      The Fund hereby authorizes the Adviser and any entity or person associated with the Adviser which is a member of a national securities exchange to effect any transaction on such exchange for the account of the Fund, which transaction is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended, and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation by the Adviser or any person or entity associated with the Adviser.

          3.      Services Not Exclusive. The services furnished by the Adviser hereunder are not to be deemed exclusive and the Adviser shall be free to furnish similar services to others. Nothing in this Agreement shall limit or restrict the right of any director, officer or employee of the Adviser or its affiliates, who also may be a Director, officer or employee of the Fund, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar or dissimilar nature.

          4.      Expenses.

          (a)      During the term of this Agreement, the Fund will bear all expenses incurred in the business of the Fund, other than those not specifically assumed by the Adviser and other service providers pursuant to their agreements with the Fund. Expenses to be borne by the Fund will include, but are not limited to, the following:

(1) all costs and expenses directly related to portfolio transactions and positions for the Fund's account, including, but not limited to, brokerage commissions, research fees, interest and commitment fees on loans and debit balances, borrowing charges on securities sold short, dividends on securities sold short but not yet purchased, custodial fees, shareholder servicing fees, margin fees, transfer taxes and premiums and taxes withheld on foreign dividends, and expenses from investments in Investment Funds;

(2) all costs and expenses associated with the organization, operation and registration of the Fund, certain offering costs and the costs of compliance with any applicable Federal or state laws;

(3) the costs and expenses of holding any meetings of any Members that are regularly scheduled, permitted or required to be held under the terms of the Fund's Limited Liability Company Agreement (the "LLC Agreement"), the 1940 Act or other applicable law;

(4) the fees and disbursements of any attorneys, accountants, auditors and other consultants and professionals engaged on behalf of the Fund;

(5) the costs of a fidelity bond and any liability or other insurance obtained on behalf of the Fund, the Adviser or its affiliates, HSBC Asset Management (Americas) Inc. (in its administrative capacity, "HSBCAdmin") or the Directors;

(6) all costs and expenses associated with the organization of the Investment Funds managed by Subadvisers and with the selection of Investment Managers and Investment Funds, including due diligence and travel-related expenses;

(7) all costs and expenses of preparing, setting in type, printing and distributing reports and other communications to Members;

(8) all expenses of computing the Fund's net asset value, including any equipment or services obtained for the purpose of valuing the Fund's investment portfolio, including appraisal and valuation services provided by third parties;

(9) all charges for equipment or services used for communications between the Fund and any custodian, or other agent engaged by the Fund;

(10) the fees of custodians and other persons providing administrative services to the Fund; and

(11) such other types of expenses as may be approved from time to time by the Board.

          (b)      The payment or assumption by the Adviser of any expenses of the Fund that the Adviser is not required by this Agreement to pay or assume shall not obligate the Adviser to pay or assume the same or any similar expense of the Fund on any subsequent occasion.

          5.      Compensation. As full compensation for the services provided to the Fund and the expenses assumed by the Adviser under this Agreement, the Adviser shall be entitled to be the Special Advisory Member of the Fund pursuant to the terms of the LLC Agreement and to receive an incentive allocation in accordance with the terms and conditions of Section 5.8 of the LLC Agreement.

          6.      Limitation of Liability of the Adviser. The Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund or any Members in connection with the matters to which this Agreement relates, except to the extent that such a loss results from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. Any person, even though also an officer, director, employee, or agent of the Adviser or its affiliates, who may be or become an officer, Director, employee or agent of the Fund, shall be deemed, when rendering services to the Fund or acting with respect to any business of the Fund, to be rendering such service to or acting solely for the Fund and not as an officer, director, employee, or agent or one under the control or direction of the Adviser even though compensated by it.

          7.      Indemnification.

          (a)      The Fund will indemnify the Adviser and its affiliates, and each of their members, directors, officers and employees and any of their affiliated persons, executors, heirs, assigns, successors or other legal representatives (each an "Indemnified Person") against any and all costs, losses, claims, damages or liabilities, joint or several, including, without limitation, reasonable attorneys' fees and disbursements, resulting in any way from the performance or non-performance of any Indemnified Person's duties in respect of the Fund, except those resulting from the willful malfeasance, bad faith or gross negligence of an Indemnified Person or the Indemnified Person's reckless disregard of such duties and, in the case of criminal proceedings, unless such Indemnified Person had reasonable cause to believe its actions unlawful (collectively, "disabling conduct"). Indemnification shall be made following: (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Indemnified Person was not liable by reason of disabling conduct or (ii) a reasonable determination, based upon a review of the facts and reached by (A) the vote of a majority of the Directors who are not parties to the proceeding or (B) legal counsel selected by a vote of a majority of the Board in a written advice, that the Indemnified Person is entitled to indemnification hereunder. The Fund shall advance to an Indemnified Person reasonable attorneys' fees and other costs and expenses incurred in connection with defense of any action or proceeding arising out of such performance or non-performance. The Adviser agrees, and each other Indemnified Person will be required to agree as a condition to any such advance, that if one of the foregoing parties receives any such advance, the party will reimburse the Fund for such fees, costs and expenses to the extent that it shall be determined that the party was not entitled to indemnification under this Paragraph 7. The rights of indemnification provided hereunder shall not be exclusive of or affect any other rights to which any person may be entitled by contract or otherwise under law.

          (b)      Notwithstanding any of the foregoing, the provisions of this Paragraph 7 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 Paragraph 7 to the fullest extent permitted by law. The provisions of this Paragraph 7 shall survive the termination or cancellation of this Agreement.

          8.      Duration and Termination.

          (a)      This Agreement will become effective on the date the Fund commences investment operations, provided that this Agreement will not take effect unless it has first been approved (i) by a vote of a majority of those Directors who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the outstanding voting securities of the Fund.

          (b)      Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from the date the Fund commences investment operations. Thereafter, if not terminated, this Agreement shall continue automatically for successive one-year periods, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of those Directors who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Fund.

          (c)      Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the Fund's outstanding voting securities on 60 days' written notice to the Adviser or by the Adviser at any time, without the payment of any penalty, on 60 days' written notice to the Fund. This Agreement will automatically terminate in the event of its assignment.

          9.      Use of Name. The Fund agrees that, at the Adviser's request, it will take all necessary action to change the name of the Fund to a name not including "HSBC" in any form or combination within 10 days of the Adviser's request, that the Fund's failure to do so is not compensible by monetary damages and that the Adviser shall be entitled to equitable relief to enforce the Fund's obligation hereunder. The provisions of this Paragraph 9 shall survive the termination or cancellation of this Agreement.

          10.      Amendment of this Agreement.  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.

          11.      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 in accordance with the 1940 Act. To the extent that the applicable laws of the State of New York conflict with the applicable provisions of the 1940 Act, the latter shall control.

          12.      Consent to Jurisdiction. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, Paragraph 9 may be brought against the Fund in the courts of the State of New York, County of New York, or, if the Adviser has or can acquire jurisdiction, in the United States District Court for the Southern District of New York, and the Fund hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. Process in any action or proceeding referred to in the preceding sentence may be served on the Fund anywhere in the world.

          13.      Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. 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 affected thereby. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors. As used in this Agreement, the terms "majority of the outstanding voting securities," "affiliated person," "interested person," "assignment," "broker," "investment adviser," "national securities exchange," "sell" and "security" shall have the same meaning as such terms have in the 1940 Act, subject to such exemption as may be granted by the Securities and Exchange Commission by any rule, regulation or order. Where the effect of a requirement of the 1940 Act reflected in any provision of this contract is relaxed by a rule, regulation or order of the Securities and Exchange Commission, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order.

          IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated as of the day and year first above written.

   HSBC ASSET MANAGEMENT (AMERICAS) INC.


By:__________________________________________________
       Name:
       Title: Authorized Person

   HSBC ABSOLUTE RETURN PORTFOLIO LLC


By:__________________________________________________
       Name:
       Title: Authorized Person

EX-99J

Exhibit 99j

Exhibit j

CUSTODIAN AGREEMENT

BETWEEN
HSBC ABSOLUTE RETURN PORTFOLIO LLC
AND
HSBC BANK USA

TABLE OF CONTENTS

Page

1. Bank Appointed Custodian 1

2. Definitions 1
   2.1          Authorized Person 1
   2.2          Security 1
   2.3          Portfolio Security 1
   2.4          Officers' Certificate 1
   2.5          Book-Entry System 2
   2.6          Depository 2
   2.7          Proper Instructions 2

3. Reserved 2

4. Certification as to Authorized Persons 2

5. Custody of Cash 3
   5.1          Purchase of Securities 3
   5.2          Redemptions 3
   5.3          Distributions and Expenses of Fund 3
   5.4          Payment in Respect of Securities 3
   5.5          Repayment of Loans 3
   5.6          Repayment of Cash 4
   5.7          Foreign Exchange Transactions 4
   5.8          Other Authorized Payments 4
   5.9          Termination 4

6. Securities 4
   6.1          Segregation and Registration 4
   6.2          Voting and Proxies 5
   6.3          Book-Entry System 5
   6.4          Use of a Depository 6
   6.5          Use of Book-Entry System for Commercial Paper 7
   6.6          Use of Immobilization Programs 8
   6.7          Eurodollar CDs 8
   6.8          Options and Futures Transactions 8
   (a) Puts and Calls Traded on Securities Exchanges, NASDAQ or Over-the-Counter 8
   (b) Puts, Calls and Futures Traded on Commodities Exchanges 9
   6.9          Segregated Account 11
   6.10          Interest Bearing Call or Time Deposits 11
   6.11          Transfer of Securities 11

7. Redemptions 13

8. Merger, Dissolution, Etc. of Fund 13

9. Actions of Bank Without Prior Authorization 13

10. Collections and Defaults 14

11. Maintenance of Records and Accounting Services 14

12. Reserved 14

13. Concerning the Bank 14
   13.1          Performance of Duties and Standard of Care 14
   13.2          Agents and Subcustodians with Respect to Property of the Fund Held in the United States 16
   13.3          Duties of the Bank with Respect to Property of the Fund Held Outside of the United States 16
   13.4          Insurance 16
   13.5          Fees and Expenses of Bank 16
   13.6          Advances by Bank 16

14. Termination 17

15. Confidentiality 18

16. Notices 18

17. Amendments 18

18. Parties 18

19. Governing Law 18

20. Counterparts 19

           AGREEMENT made as of this 15th day of August, 2002, between HSBC ABSOLUTE RETURN PORTFOLIO LLC, a Delaware limited liability company (the “Fund”) and HSBC BANK USA (the “Bank”).

           The Fund, a closed-end, nondiversified, management investment company, desires to place and maintain all of its portfolio securities and cash in the custody of the Bank. The Bank has at least the minimum qualifications required by Section 17(f)(1) of the Investment Company Act of 1940 (the “1940 Act”) to act as custodian of the portfolio securities and cash of the Fund, and has indicated its willingness to so act, subject to the terms and conditions of this Agreement.

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

1.     BANK APPOINTED CUSTODIAN. The Fund hereby appoints the Bank as custodian of its portfolio securities and cash delivered to the Bank as hereinafter described and the Bank agrees to act as such upon the terms and conditions hereinafter set forth.

2.     DEFINITIONS. Whenever used herein, the terms listed below will have the following meaning:

           2.1     AUTHORIZED PERSON. Authorized Person will mean any of the persons duly authorized to give Proper Instructions or otherwise act on behalf of the Fund by appropriate resolution of its Board of Directors (the “Board”), and set forth in a certificate as required by Section 4 hereof.

           2.2     SECURITY. The term security as used herein will have the same meaning as when such term is used in the Securities Act of 1933, as amended, including, without limitation, any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security, certificate of deposit, or group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to a foreign currency, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to, or option contract to purchase or sell any of the foregoing, and futures, forward contracts and options thereon.

           2.3     PORTFOLIO SECURITY. Portfolio Security will mean any Security owned by the Fund.

           2.4      OFFICERS' CERTIFICATE. Officers' Certificate will mean, unless otherwise indicated, any request, direction, instruction, or certification in writing signed by any two Authorized Persons of the Fund.

           2.5     BOOK-ENTRY SYSTEM. Book-Entry System shall mean the Federal Reserve-Treasury Department Book Entry System for United States government, instrumentality and agency securities operated by the Federal Reserve Bank, its successor or successors and its nominee or nominees.

           2.6     DEPOSITORY. Depository shall mean The Depository Trust Company (“DTC”), a clearing agency registered with the Securities and Exchange Commission under Section 17A of the Securities Exchange Act of 1934 (the “Exchange Act”), its successor or successors and its nominee or nominees. The term “Depository” shall further mean and include any other person authorized to act as a depository under the 1940 Act, its successor or successors and its nominee or nominees, specifically identified in a certified copy of a resolution of the Board.

           2.7     PROPER INSTRUCTIONS. Proper Instructions shall mean (i) instructions (which may be continuing instructions) regarding the purchase or sale of Portfolio Securities, and payments and deliveries in connection therewith, given by an Authorized Person as shall have been designated in an Officers’ Certificate, such instructions to be given in such form and manner as the Bank and the Fund shall agree upon from time to time, and (ii) instructions (which may be continuing instructions) regarding other matters signed or initialed by such one or more persons from time to time designated in an Officers’ Certificate as having been authorized by the Board. Oral instructions will be considered Proper Instructions if the Bank reasonably believes them to have been given by a person authorized to give such instructions with respect to the transaction involved. The Fund shall cause all oral instructions to be promptly confirmed in writing. The Bank shall act upon and comply with any subsequent Proper Instruction which modifies a prior instruction and the sole obligation of the Bank with respect to any follow-up or confirmatory instruction shall be to make reasonable efforts to detect any discrepancy between the original instruction and such confirmation and to report such discrepancy to the Fund. The Fund shall be responsible, at the Fund’s expense, for taking any action, including any reprocessing, necessary to correct any such discrepancy or error, and to the extent such action requires the Bank to act, the Fund shall give the Bank specific Proper Instructions as to the action required. Upon receipt of an Officers’ Certificate as to the authorization by the Board accompanied by a detailed description of procedures approved by the Fund, Proper Instructions may include communication effected directly between electro-mechanical or electronic devices provided that the Board and the Bank are satisfied that such procedures afford adequate safeguards for the Fund’s assets.

3.     [RESERVED].

4.     CERTIFICATION AS TO AUTHORIZED PERSONS. The Secretary or Assistant Secretary of the Fund will at all times maintain on file with the Bank his or her certification to the Bank, in such form as may be acceptable to the Bank, of (i) the names and signatures of the Authorized Persons and (ii) the names of the members of the Board, it being understood that upon the occurrence of any change in the information set forth in the most recent certification on file (including without limitation any person named in the most recent certification who is no longer an Authorized Person as designated therein), the Secretary or Assistant Secretary of the Fund, will sign a new or amended certification setting forth the change and the new, additional or omitted names or signatures. The Bank will be entitled to rely and act upon any Officers’ Certificate given to it by the Fund which has been signed by Authorized Persons named in the most recent certification.

5.     CUSTODY OF CASH. As custodian for the Fund, the Bank will open and maintain a separate account or accounts in the name of the Fund or in the name of the Bank, as Custodian of the Fund, and will deposit to the account of the Fund all of the cash of the Fund, except for cash held by a subcustodian appointed pursuant to Section 13.2 or Section 13.3 hereof, including borrowed funds, delivered to the Bank, subject only to draft or order by the Bank acting pursuant to the terms of this Agreement. Upon receipt by the Bank of Proper Instructions (which may be continuing instructions) or in the case of payments for redemptions and repurchases of interests of the Fund, notification from the Fund’s Administrator as provided in Section 7, requesting such payment, designating the payee or the account or accounts to which the Bank will release funds for deposit, and stating that it is for a purpose permitted under the terms of this Section 5, specifying the applicable subsection, the Bank will make payments of cash held for the accounts of the Fund, insofar as funds are available for that purpose, only as permitted in subsections 5.1-5.9 below.

           5.1     PURCHASE OF SECURITIES. Upon the purchase of securities for the Fund, against contemporaneous receipt of such securities by the Bank or, against delivery of such securities to the Bank in accordance with generally accepted settlement practices and customs in the jurisdiction or market in which the transaction occurs, registered in the name of the Fund or in the name of, or properly endorsed and in form for transfer to, the Bank, or a nominee of the Bank, or receipt for the account of the Bank pursuant to the provisions of Section 6 below, each such payment to be made at the purchase price shown on a broker’s confirmation (or transaction report in the case of Book Entry Paper) of purchase of the securities received by the Bank before such payment is made, as confirmed in the Proper Instructions received by the Bank before such payment is made.

           5.2     REDEMPTIONS. In such amount as may be necessary for the repurchase or redemption of interests of the Fund offered for repurchase or redemption in accordance with Section 7 of this Agreement.

           5.3     DISTRIBUTIONS AND EXPENSES OF FUND. For the payment on the account of the Fund of distributions to members of Fund (the “Members”), interest, taxes, administration, advisory, management fees, distribution fees, fees of the Bank for its services hereunder and reimbursement of the expenses and liabilities of the Bank as provided hereunder, fees for legal, accounting, and auditing services, or other operating expenses of the Fund.

           5.4      PAYMENT IN RESPECT OF SECURITIES. For payments in connection with the conversion, exchange or surrender of Portfolio Securities or securities subscribed to by the Fund held by or to be delivered to the Bank;

           5.5     REPAYMENT OF LOANS. To repay loans of money made to the Fund, but, in the case of final payment, only upon redelivery to the Bank of any Portfolio Securities pledged or hypothecated therefor and upon surrender of documents evidencing the loan;

           5.6     REPAYMENT OF CASH. To repay the cash delivered to the Fund for the purpose of collateralizing the obligation to return to the Fund certificates borrowed from the Fund representing Portfolio Securities, but only upon redelivery to the Bank of such borrowed certificates.

           5.7     FOREIGN EXCHANGE TRANSACTIONS. For payments in connection with foreign exchange contracts or options to purchase and sell foreign currencies for spot and future delivery which may be entered into by the Bank on behalf of the Fund upon the receipt of Proper Instructions, such Proper Instructions to specify the currency broker or banking institution (which may be the Bank, or any other subcustodian or agent hereunder, acting as principal) with which the contract or option is made, and the Bank shall have no duty with respect to the selection of such currency brokers or banking institutions with which the Fund deals or for their failure to comply with the terms of any contract or option.

           5.8     OTHER AUTHORIZED PAYMENTS. For other authorized transactions of the Fund, or other obligations of the Fund incurred for proper Fund purposes; provided that before making any such payment the Bank will also receive a certified copy of a resolution of the Board signed by an Authorized Person (other than the Person certifying such resolution) and certified by its Secretary or Assistant Secretary, naming the person or persons to whom such payment is to be made, and either describing the transaction for which payment is to be made and declaring it to be an authorized transaction of the Fund, or specifying the amount of the obligation for which payment is to be made, setting forth the purpose for which such obligation was incurred and declaring such purpose to be a proper corporate purpose.

           5.9     TERMINATION. upon the termination of this Agreement as hereinafter set forth pursuant to Section 8 and Section 14 of this Agreement.

6.     SECURITIES.

           6.1     SEGREGATION AND REGISTRATION. Except as otherwise provided herein, and except for securities to be delivered to any subcustodian appointed pursuant to Section 13.2 hereof, the Bank as custodian, will receive and hold pursuant to the provisions hereof, in a separate account or accounts and physically segregated at all times from those of other persons, any and all Portfolio Securities which may now or hereafter be delivered to it by or for the account of the Fund. All such Portfolio Securities will be held or disposed of by the Bank for, and subject at all times to, the instructions of the Fund pursuant to the terms of this Agreement. Subject to the specific provisions herein relating to Portfolio Securities that are not physically held by the Bank, the Bank will register all Portfolio Securities (unless otherwise directed by Proper Instructions or an Officers’ Certificate), in the name of a registered nominee of the Bank as defined in the Internal Revenue Code and any Regulations of the Treasury Department issued thereunder, and will execute and deliver all such certificates in connection therewith as may be required by such laws or regulations or under the laws of any state.

           The Fund will from time to time furnish to the Bank appropriate instruments to enable it to hold or deliver in proper form for transfer, or to register in the name of its registered nominee, any Portfolio Securities which may from time to time be registered in the name of the Fund.

           6.2     VOTING AND PROXIES. Neither the Bank nor any nominee of the Bank will vote any of the Portfolio Securities held hereunder, except in accordance with Proper Instructions or an Officers’ Certificate. The Bank will execute and deliver, or cause to be executed and delivered, to the Fund all notices, proxies and proxy soliciting materials with respect to such Securities, such proxies to be executed by the registered holder of such Securities (if registered otherwise than in the name of the Fund), but without indicating the manner in which such proxies are to be voted.

           6.3     BOOK-ENTRY SYSTEM. Provided (i) the Bank has received a certified copy of a resolution of the Board specifically approving deposits of Fund assets in the Book-Entry System, and (ii) for any subsequent changes to such arrangements following such approval, the Board has reviewed and approved the arrangement and has not delivered an Officers’ Certificate to the Bank indicating that the Board has withdrawn its approval:

                     (a)     The Bank may keep Portfolio Securities in the Book-Entry System provided that such Portfolio Securities are represented in an account (“Account”) of the Bank (or its agent) in such System which shall not include any assets of the Bank (or such agent) other than assets held as a fiduciary, custodian, or otherwise for customers;

                     (b)     The records of the Bank (and any such agent) with respect to the Fund’s participation in the Book-Entry System through the Bank (or any such agent) will identify by book entry Portfolio Securities which are included with other securities deposited in the Account and shall at all times during the regular business hours of the Bank (or such agent) be open for inspection by duly authorized officers, employees or agents of the Fund. Where securities are transferred to the Fund’s account, the Bank shall also, by book entry or otherwise, identify as belonging to the Fund a quantity of securities in fungible bulk of securities (i) registered in the name of the Bank or its nominee, or (ii) shown on the Bank’s account on the books of the Federal Reserve Bank;

                     (c)     The Bank (or its agent) shall pay for Portfolio Securities purchased for the account of the Fund or shall pay cash collateral against the return of Portfolio Securities loaned by the Fund upon (i) receipt of advice from the Book-Entry System that such Portfolio Securities have been transferred to the Account, and (ii) the making of an entry on the records of the Bank (or its agent) to reflect such payment and transfer for the account of the Fund. The Bank (or its agent) shall transfer securities sold or loaned for the account of the Fund upon

                          (i)     receipt of advice from the Book-Entry System that payment for securities sold or payment of the initial cash collateral against the delivery of Portfolio Securities loaned by the Fund has been transferred to the Account; and

                          (ii)     the making of an entry on the records of the Bank (or its agent) to reflect such transfer and payment for the account of the Fund. Copies of all advices from the Book-Entry System of transfers of Securities for the account of the Fund shall identify the Fund, be maintained for the Fund by the Bank and shall be provided to the Fund at its request. The Bank shall send the Fund a confirmation, as defined by Rule 17f-4 under the 1940 Act, of any transfers to or from the account of the Fund;

                     (d)     The Bank will promptly provide the Fund with any report obtained by the Bank or its agent on the Book-Entry System’s accounting system, internal accounting control and procedures for safeguarding securities deposited in the Book-Entry System; and

                     (e)     The Bank shall be liable to the Fund for any loss or damage to the Fund resulting from use of the Book-Entry System by reason of any gross negligence, willful misfeasance or bad faith of the Bank or any of its agents or of any of its or their employees or from any reckless disregard by the Bank or any such agent of its duty to use its best efforts to enforce such rights as it may have against the Book-Entry System; at the election of the Fund, it shall be entitled to be substituted for the Bank in any claim against the Book-Entry System or any other person which the Bank or its agent may have as a consequence of any such loss or damage if and to the extent that the Fund has not been made whole for any loss or damage.

           6.4     USE OF A DEPOSITORY. Provided (i) the Bank has received a certified copy of a resolution of the Board specifically approving deposits in DTC or other such Depository and (ii) for any subsequent changes to such arrangements following such approval, the Board has reviewed and approved the arrangement and has not delivered an Officers’ Certificate to the Bank indicating that the Board has withdrawn its approval:

                     (a)     The Bank may use a Depository to hold, receive, exchange, release, lend, deliver and otherwise deal with Portfolio Securities including stock dividends, rights and other items of like nature, and to receive and remit to the Bank on behalf of the Fund all income and other payments thereon and to take all steps necessary and proper in connection with the collection thereof;

                     (b)     Registration of Portfolio Securities may be made in the name of any nominee or nominees used by such Depository;

                     (c)     Payment for securities purchased and sold may be made through the clearing medium employed by such Depository for transactions of participants acting through it. Upon any purchase of Portfolio Securities, payment will be made only upon delivery of the securities to or for the account of the Fund and the Fund shall pay cash collateral against the return of Portfolio Securities loaned by the Fund only upon delivery of the Portfolio Securities to or for the account of the Fund; and upon any sale of Portfolio Securities, delivery of the securities will be made only against payment therefor or, in the event Portfolio Securities are loaned, delivery of Portfolio Securities will be made only against receipt of the initial cash collateral to or for the account of the Fund; and

                     (d)     The Bank shall be liable to the Fund for any loss or damage to the Fund resulting from use of a Depository by reason of any gross negligence, willful misfeasance or bad faith of the Bank or its employees or from any reckless disregard by the Bank of its duty to use its best efforts to enforce such rights as it may have against a Depository. In this connection, the Bank shall use its best efforts to ensure that:

                          (i)     The Depository obtains replacement of any certificated Portfolio Security deposited with it in the event such Security is lost, destroyed, wrongfully taken or otherwise not available to be returned to the Bank upon its request;

                          (ii)     Any proxy materials received by a Depository with respect to Portfolio Securities deposited with such Depository are forwarded immediately to the Bank for prompt transmittal to the Fund;

                          (iii)     Such Depository immediately forwards to the Bank confirmation of any purchase or sale of Portfolio Securities and of the appropriate book entry made by such Depository to the Fund’s account;

                          (iv)     Such Depository prepares and delivers to the Bank such records with respect to the performance of the Bank’s obligations and duties hereunder as may be necessary for the Fund to comply with the recordkeeping requirements of Section 31(a) of the 1940 Act and Rule 31(a) thereunder; and

                          (v)     Such Depository delivers to the Bank and the Fund all internal accounting control reports, whether or not audited by an independent public accountant, as well as such other reports as the Fund may reasonably request in order to verify the Portfolio Securities held by such Depository.

           6.5     USE OF BOOK-ENTRY SYSTEM FOR COMMERCIAL PAPER. Provided (i) the Bank has received a certified copy of a resolution of the Board specifically approving participation in a system maintained by the Bank for the holding of commercial paper in book-entry form (“Book-Entry Paper”) and (ii) for each year following such approval the Board has received and approved the arrangements, upon receipt of Proper Instructions and upon receipt of confirmation from an Issuer (as defined below) that the Fund has purchased such Issuer’s Book-Entry Paper, the Bank shall issue and hold in book-entry form, on behalf of the Fund, commercial paper issued by issuers with whom the Bank has entered into a book-entry agreement (the “Issuers”). In maintaining its Book-Entry Paper System, the Bank agrees that:

                     (a)     the Bank will maintain all Book-Entry Paper held by the Fund in an account of the Bank that includes only assets held by it for customers;

                     (b)     the records of the Bank with respect to the Fund’s purchase of Book-Entry Paper through the Bank will identify, by book-entry, Commercial Paper belonging to the Fund which is included in the Book-Entry Paper System and shall at all times during the regular business hours of the Bank be open for inspection by duly authorized officers, employees or agents of the Fund;

                     (c)     the Bank shall pay for Book-Entry Paper purchased for the account of the Fund upon contemporaneous (i) receipt of advice from the Issuer that such sale of Book-Entry Paper has been effected, and (ii) the making of an entry on the records of the Bank to reflect such payment and transfer for the account of the Fund;

                     (d)     the Bank shall cancel such Book-Entry Paper obligation upon the maturity thereof upon contemporaneous (i) receipt of advice that payment for such Book-Entry Paper has been transferred to the Fund, and (ii) the making of an entry on the records of the Bank to reflect such payment for the account of the Fund;

                     (e)     the Bank shall transmit to the Fund a transaction journal confirming each transaction in Book-Entry Paper for the account of the Fund on the next business day following the transaction; and

                     (f)     the Bank will send to the Fund such reports on its system of internal accounting control with respect to the Book-Entry Paper System as the Fund may reasonably request from time to time.

           6.6     USE OF IMIMOBILIZATION PROGRAMS. Provided (i) the Bank has received a certified copy of a resolution of the Board specifically approving the maintenance of Portfolio Securities in an immobilization program operated by a bank which meets the requirements of Section 26(a)(1) of the 1940 Act, and (ii) for each year following such approval the Board has reviewed and approved the arrangement and has not delivered an Officers’ Certificate to the Bank indicating that the Board has withdrawn its approval, the Bank shall enter into such immobilization program with such bank acting as a subcustodian hereunder.

           6.7     EURODOLLAR CDS. Any Portfolio Securities which are Eurodollar CDs may be physically held by the European branch of the U.S. banking institution that is the issuer of such Eurodollar CD (a “European Branch”), provided that such Securities are identified on the books of the Bank as belonging to the Fund and that the books of the Bank identify the European Branch holding such Securities. Notwithstanding any other provision of this Agreement to the contrary, except as stated in the first sentence of this subsection 6.7, the Bank shall be under no other duty with respect to such Eurodollar CDs belonging to the Fund, and shall have no liability to the Fund or its Members with respect to the actions, inactions, whether negligent or otherwise of such European Branch in connection with such Eurodollar CDs, except for any loss or damage to the Fund resulting from the Bank’s own gross negligence, willful misfeasance or bad faith in the performance of its duties hereunder.

           6.8     OPTIONS AND FUTURES TRANSACTIONS.

                     (a)     Puts and Calls Traded on Securities Exchanges, NASDAQ or Over-the-Counter.

                          (i)     The Bank shall take action as to put options (“puts”) and call options (“calls”) purchased or sold (written) by the Fund regarding escrow or other arrangements (i) in accordance with the provisions of any agreement entered into upon receipt of Proper Instructions between the Bank, any broker-dealer registered under the Exchange Act and a member of the National Association of Securities Dealers, Inc. (the “NASD”), and, if necessary, the Fund relating to the compliance with the rules of the Options Clearing Corporation and of any registered national securities exchange, or of any similar organization or organizations.

                         (ii)      Unless another agreement requires it to do so, the Bank shall be under no duty or obligation to see that the Fund has deposited or is maintaining adequate margin, if required, with any broker in connection with any option, nor shall the Bank be under duty or obligation to present such option to the broker for exercise unless it receives Proper Instructions from the Fund. The Bank shall have no responsibility for the legality of any put or call purchased or sold on behalf of the Fund, the propriety of any such purchase or sale, or the adequacy of any collateral delivered to a broker in connection with an option or deposited to or withdrawn from a Segregated Account (as defined in subsection 6.9 below). The Bank specifically, but not by way of limitation, shall not be under any duty or obligation to: (i) periodically check or notify the Fund that the amount of such collateral held by a broker or held in a Segregated Account is sufficient to protect such broker of the Fund against any loss; (ii) effect the return of any collateral delivered to a broker; or (iii) advise the Fund that any option it holds, has or is about to expire. Such duties or obligations shall be the sole responsibility of the Fund.

                     (b)     Puts, Calls and Futures Traded on Commodities Exchanges

                          (i)     The Bank shall take action as to puts, calls and futures contracts (“Futures”) purchased or sold by the Fund in accordance with the provisions of any agreement among the Fund, the Bank and a Futures Commission Merchant registered under the Commodity Exchange Act, relating to compliance with the rules of the Commodity Futures Trading Commission and/or any Contract Market, or any similar organization or organizations, regarding account deposits in connection with transactions by the Fund.

                          (ii)     The responsibilities and liabilities of the Bank as to futures, puts and calls traded on commodities exchanges, any Futures Commission Merchant account and the Segregated Account shall be limited as set forth in subparagraph (a)(ii) of this Section 6.8 as if such subparagraph referred to Futures Commission Merchants rather than brokers, and Futures and puts and calls thereon instead of options.

           6.9     SEGREGATED ACCOUNT. The Bank shall upon receipt of Proper Instructions establish and maintain a Segregated Account or Accounts for and on behalf of the Fund.

                     (a)     Upon receipt of Proper Instructions cash and/or Portfolio Securities may be transferred into the Segregated Account or Accounts:

                          (i)     in accordance with the provisions of any agreement among the Fund, the Bank and a broker-dealer registered under the Exchange Act and a member of the NASD or any Futures Commission Merchant registered under the Commodity Exchange Act, relating to compliance with the rules of the Options Clearing Corporation and of any registered national securities exchange or the Commodity Futures Trading Commission or any registered Contract Market, or of any similar organizations regarding escrow or other arrangements in connection with transactions by the Fund;

                          (ii)     for the purpose of segregating cash or securities in connection with options purchased or written by the Fund or commodity futures purchased or written by the Fund;

                          (iii)     for the deposit of liquid assets, such as cash, U.S. Government securities or other high grade debt obligations, having a market value (marked to market on a daily basis) at all times equal to not less than the aggregate purchase price due on the settlement dates of all the Fund’s then outstanding forward commitment or “when-issued” agreements relating to the purchase of Portfolio Securities and all the Fund’s then outstanding commitments under reverse repurchase agreements entered into with broker-dealer firms;

                          (iv)     for the deposit of any Portfolio Securities which the Fund has agreed to sell on a forward commitment basis, all in accordance with Investment Company Act Release No. 10666;

                          (v)     for the purposes of compliance by the Fund with the procedures required by Investment Company Act Release No. 10666, or any subsequent release or releases of the Securities and Exchange Commission relating to the maintenance of Segregated Accounts by registered investment companies; or

                          (vi)     for other proper corporate purposes, but only, in the case of this clause (vi), upon receipt of, in addition to Proper Instructions, a certified copy of a resolution of the Board, or of the Executive Committee signed by an officer of the Fund and certified by the Secretary or an Assistant Secretary, setting forth the purpose or purposes of such Segregated Account and declaring such purposes to be proper corporate purposes.

                     (b)     Upon receipt of Proper Instructions cash and/or Portfolio Securities may be withdrawn from the Segregated Account or Accounts:

                          (i)     in accordance with the provisions of any agreements referenced in (i) or (ii) above;

                          (ii)     for sale or delivery to meet the Fund’s obligations under outstanding firm commitment or when-issued agreements for the purchase of Portfolio Securities and under reverse repurchase agreements;

                          (iii)     for exchange for other liquid assets of equal or greater value deposited in the Segregated Account;

                          (iv)      to the extent that the Fund’s outstanding forward commitment or when-issued agreements for the purchase of portfolio securities or reverse repurchase agreements are sold to other parties or the Fund’s obligations thereunder are met from assets of the Fund other than those in the Segregated Account; or

                          (v)     for delivery upon settlement of a forward commitment agreement for the sale of Portfolio Securities.

           6.10     INTEREST BEARING CALL OR TIME DEPOSITS. The Bank shall, upon receipt of Proper Instructions relating to the purchase by the Fund of interest-bearing fixed-term and call deposits, transfer cash, by wire or otherwise, in such amounts and to such bank or banks as shall be indicated in such Proper Instructions. The Bank shall include in its records with respect to the assets of the Fund appropriate notation as to the amount of each such deposit, the banking institution with which such deposit is made (the “Deposit Bank”), and shall retain such forms of advice or receipt evidencing the deposit, if any, as may be forwarded to the Bank by the Deposit Bank. Such deposits shall be deemed Portfolio Securities of the Fund and the responsibility of the Bank therefore shall be the same as and no greater than the Bank’s responsibility in respect of other Portfolio Securities of the Fund.

           6.11     TRANSFER OF SECURITIES. The Bank will transfer, exchange, deliver or release Portfolio Securities held by it hereunder, insofar as such Securities are available for such purpose, provided that before making any transfer, exchange, delivery or release under this Section the Bank will receive Proper Instructions requesting such transfer, exchange or delivery stating that it is for a purpose permitted under the terms of this Section 6.11, specifying the applicable subsection, or describing the purpose of the transaction with sufficient particularity to permit the Bank to ascertain the applicable subsection, only:

                     (a)     upon sales of Portfolio Securities for the account of the Fund, against contemporaneous receipt by the Bank of payment therefor in full, or, against payment to the Bank in accordance with generally accepted settlement practices and customs in the jurisdiction or market in which the transaction occurs, each such payment to be in the amount of the sale price shown in a broker’s confirmation of sale of the Portfolio Securities received by the Bank before such transfer is made, as confirmed in the Proper Instructions received by the Bank before such transfer is made;

                     (b)     in exchange for or upon conversion into other securities alone or other securities and cash pursuant to any plan of merger, consolidation, reorganization, share split-up, change in par value, recapitalization or readjustment or otherwise, upon exercise of subscription, purchase or sale or other similar rights represented by such Portfolio Securities, or for the purpose of tendering shares in the event of a tender offer therefor, provided however that in the event of an offer of exchange, tender offer, or other exercise of rights requiring the physical tender or delivery of Portfolio Securities, the Bank shall have no liability for failure to so tender in a timely manner unless such Proper Instructions are received by the Bank at least two business days prior to the date required for tender, and unless the Bank (or its agent or subcustodian hereunder) has actual possession of such Security at least two business days prior to the date of tender;

                     (c)     upon conversion of Portfolio Securities pursuant to their terms into other securities;

                     (d)     for the purpose of redeeming in kind shares of the Fund upon authorization from the Fund;

                     (e)     in the case of option contracts owned by the Fund, for presentation to the endorsing broker;

                     (f)     when such Portfolio Securities are called, redeemed or retired or otherwise become payable;

                     (g)     for the purpose of effectuating the pledge of Portfolio Securities held by the Bank in order to collateralize loans made to the Fund by any bank, including the Bank; provided, however, that such Portfolio Securities will be released only upon payment to the Bank for the account of the Fund of the moneys borrowed, except that in cases where additional collateral is required to secure a borrowing already made, and such fact is made to appear in the Proper Instructions, further Portfolio Securities may be released for that purpose without any such payment. In the event that any such pledged Portfolio Securities are held by the Bank, they will be so held for the account of the lender, and after notice to the Fund from the lender in accordance with the normal procedures of the lender, that an event of deficiency or default on the loan has occurred, the Bank may deliver such pledged Portfolio Securities to or for the account of the lender;

                     (h)     for the purpose of releasing certificates representing Portfolio Securities, against contemporaneous receipt by the Bank of the fair market value of such security, as set forth in the Proper Instructions received by the Bank before such payment is made;

                     (i)     for the purpose of delivering securities lent by the Fund to a bank or broker dealer, but only against receipt in accordance with street delivery custom except as otherwise provided herein, of adequate collateral as agreed upon from time to time by the Fund and the Bank, and upon receipt of payment in connection with any repurchase agreement relating to such securities entered into by the Fund;

                     (j)     for other authorized transactions of the Fund or for other proper corporate purposes; provided that before making such transfer, the Bank will also receive a certified copy of resolutions of the Board, signed by an authorized officer of the Fund (other than the officer certifying such resolution) and certified by its Secretary or Assistant Secretary, specifying the Portfolio Securities to be delivered, setting forth the transaction in or purpose for which such delivery is to be made, declaring such transaction to be an authorized transaction of the Fund or such purpose to be a proper corporate purpose, and naming the person or persons to whom delivery of such securities shall be made; and

                     (k)     upon termination of this Agreement as hereinafter set forth pursuant to Section 8 and Section 14 of this Agreement.

           As to any deliveries made by the Bank pursuant to subsections (a), (b), (c), (e), (f), (g), (h) and (i), securities or cash receivable in exchange therefor shall be delivered to the Bank.

7.     REDEMPTIONS. In the case of payment of assets of the Fund held by the Bank in connection with repurchases by the Fund of interests, the Bank will rely on Proper Instructions from the Fund's Administrator.

8.     MERGER, DISSOLUTION, ETC. OF FUND. In the case of the following transactions, not in the ordinary course of business, namely, the merger of the Fund into or the consolidation of the Fund with another investment company where the Fund is not the surviving entity, the sale by the Fund of all, or substantially all, of its assets to another investment company, or the liquidation or dissolution of the Fund and distribution of its assets, the Bank will deliver the Portfolio Securities held by it under this Agreement and disburse cash only upon the order of the Fund set forth in an Officers’ Certificate, accompanied by a certified copy of a resolution of the Board authorizing any of the foregoing transactions. Upon completion of such delivery and disbursement and the payment of the fees, disbursements and expenses of the Bank, this Agreement will terminate.

9.     ACTIONS OF BANK WITHOUT PRIOR AUTHORIZATION. Notwithstanding anything herein to the contrary, unless and until the Bank receives an Officers' Certificate to the contrary, it will without prior authorization or instruction of the Fund or the Administrator:

           9.1     Endorse for collection and collect on behalf of and in the name of the Fund all checks, drafts, or other negotiable or transferable instruments or other orders for the payment of money received by it for the account of the Fund and hold for the account of the Fund all income, dividends, interest and other payments or distribution of cash with respect to the Portfolio Securities held thereunder;

           9.2     Present for payment all coupons and other income items held by it for the account of the Fund which call for payment upon presentation and hold the cash received by it upon such payment for the account of the Fund;

           9.3     Receive and hold for the account of the Fund all securities received as a distribution on Portfolio Securities as a result of a stock dividend, share split-up, reorganization, recapitalization, merger, consolidation, readjustment, distribution of rights and similar securities issued with respect to any Portfolio Securities held by it hereunder;

           9.4     Execute as agent on behalf of the Fund all necessary ownership and other certificates and affidavits required by the Internal Revenue Code or the regulations of the Treasury Department issued thereunder, or by the laws of any state, now or hereafter in effect, inserting the Fund’s name on such certificates as the owner of the securities covered thereby, to the extent it may lawfully do so and as may be required to obtain payment in respect thereof. The Bank will execute and deliver such certificates in connection with Portfolio Securities delivered to it or by it under this Agreement as may be required under the provisions of the Internal Revenue Code and any Regulations of the Treasury Department issued thereunder, or under the laws of any state;

           9.5     Present for payment all Portfolio Securities which are called, redeemed, retired or otherwise become payable, and hold cash received by it upon payment for the account of the Fund; and

           9.6     Exchange interim receipts or temporary securities for definitive securities.

10.     COLLECTIONS AND DEFAULTS. The Bank will use all reasonable efforts to collect any funds which may to its knowledge become collectible arising from Portfolio Securities, including dividends, interest and other income, and to transmit to the Fund notice actually received by it of any call for redemption, offer of exchange, right of subscription, reorganization or other proceedings affecting such securities. If Portfolio Securities upon which such income is payable are in default or payment is refused after due demand or presentation, the Bank will notify the Fund in writing of any default or refusal to pay within two business days from the day on which it receives knowledge of such default or refusal. In addition, the Bank will send the Fund a written report once each month showing any income on any Portfolio Security held by it which is more than ten days overdue on the date of such report and which has not previously been reported.

11.     MAINTENANCE OF RECORDS AND ACCOUNTING SERVICES. The Bank will maintain records with respect to transactions for which the Bank is responsible pursuant to the terms and conditions of this Agreement, and in compliance with the applicable rules and regulations of the 1940 Act and will furnish the Fund daily with a statement of condition of the Fund. The Bank will furnish to the Fund at the end of every month, and at the close of each quarter of the Fund’s fiscal year, a list of the Portfolio Securities and the aggregate amount of cash held by it for the Fund. The books and records of the Bank pertaining to its actions under this Agreement and reports by the Bank or its independent accountants concerning its accounting system, procedures for safeguarding securities and internal accounting controls will be open to inspection and audit at reasonable times by officers of or auditors employed by the Fund and will be preserved by the Bank in the manner and in accordance with the applicable rules and regulations under the 1940 Act.

           The Bank shall keep the books of account and render statements or copies from time to time as reasonably requested by the Treasurer or any executive officer of the Fund.

           The Bank shall assist generally in the preparation of reports to Members and others, audits of accounts, and other ministerial matters of like nature.

           The books and records maintained by the Bank on behalf of the Fund are the property of the Fund and will be surrendered upon request in accordance with Section 14.

12.     RESERVED.

13.     CONCERNING THE BANK.

           13.1     PERFORMANCE OF DUTIES AND STANDARD OF CARE. In performing its duties hereunder and any other duties listed on any Schedule hereto, if any, the Bank will be entitled to receive and act upon the advice of independent counsel of its own selection, which may be counsel for the Fund, and will be without liability for any action taken or thing done or omitted to be done in accordance with this Agreement in good faith in conformity with such advice. In the performance of its duties hereunder, the Bank will be protected and not be liable, and will be indemnified and held harmless for any action taken or omitted to be taken by it in good faith reliance upon the terms of this Agreement, any Officers’ Certificate, Proper Instructions, resolution of the Board, telegram, notice, request, certificate or other instrument reasonably believed by the Bank to be genuine and for any other loss to the Fund except in the case of its gross negligence, willful misfeasance or bad faith in the performance of its duties or reckless disregard of its obligations and duties hereunder.

           The Bank will be under no duty or obligation to inquire into and will not be liable for:

                     (a)     the validity of the issue of any Portfolio Securities purchased by or for the Fund, the legality of the purchases thereof or the propriety of the price incurred therefor;

                     (b)     the legality of any sale of any Portfolio Securities by or for the Fund or the propriety of the amount for which the same are sold;

                     (c)     the legality of an issue or sale of any interests of the Fund or the sufficiency of the amount to be received therefor;

                     (d)     the legality of the repurchase of any interests of the Fund or the propriety of the amount to be paid therefor;

                     (e)     the legality of any distributions to Members or the legality of the distribution of any Portfolio Securities as payment in kind of such dividend; and

                     (f)     any property or moneys of the Fund unless and until received by it, and any such property or moneys delivered or paid by it pursuant to the terms hereof.

           Moreover, the Bank will not be under any duty or obligation to ascertain whether any Portfolio Securities at any time delivered to or held by it for the account of the Fund are such as may properly be held by the Fund under the provisions of its Limited Liability Company Agreement of the Fund, any federal or state statutes or any rule or regulation of any governmental agency.

           Notwithstanding anything in this Agreement to the contrary, in no event shall the Bank be liable hereunder or to any third party:

                     (a)     for any losses or damages of any kind resulting from acts of God, earthquakes, fires, floods, storms or other disturbances of nature, epidemics, strikes, riots, nationalization, expropriation, currency restrictions, acts of war, civil war or terrorism, insurrection, nuclear fusion, fission or radiation, the interruption, loss or malfunction of utilities, transportation, or computers (hardware or software) and computer facilities, the unavailability of energy sources and other similar happenings or events except as results from the Bank’s own gross negligence; or

                     (b)     for special, punitive or consequential damages arising from the provision of services hereunder, even if the Bank has been advised of the possibility of such damages.

           13.2     AGENTS AND SUBCUSTODIANS WITH RESPECT TO PROPERTY OF THE FUND HELD IN THE UNITED STATES. The Bank may employ agents in the performance of its duties hereunder and shall be responsible for the acts and omissions of such agents as if performed by the Bank hereunder.

           Upon receipt of Proper Instructions, the Bank may employ certain subcustodians, provided that any such subcustodian meets at least the minimum qualifications required by Section 17(f)(1) of the 1940 Act to act as a custodian of the Fund’s assets with respect to property of the Fund held in the United States. The Bank shall have no liability to the Fund or any other person by reason of any act or omission of such subcustodian and the Fund shall indemnify the Bank and hold it harmless from and against any and all actions, suits and claims, arising directly or indirectly out of the performance of such subcustodian. Upon request of the Bank, the Fund shall assume the entire defense of any action, suit, or claim subject to the foregoing indemnity. The Fund shall pay all fees and expenses of such subcustodian.

           13.3     DUTIES OF THE BANK WITH RESPECT TO PROPERTY OF THE FUND HELD OUTSIDE OF THE UNITED STATES.

           Unless and until such time as this Agreement is amended to appoint the Bank as custodian for the Fund’s Portfolio Securities and other assets maintained outside the United States, the Bank shall have no responsibility for the Fund’s non-U.S. assets.

           13.4     INSURANCE. The Bank shall use the same care with respect to the safekeeping of Portfolio Securities and cash of the Fund held by it as it uses in respect of its own similar property but it need not maintain any special insurance for the benefit of the Fund.

           13.5     FEES AND EXPENSES OF BANK. The Fund will pay or reimburse the Bank from time to time for any transfer taxes payable upon transfer of Portfolio Securities made hereunder, and for all necessary proper disbursements, expenses and charges made or incurred by the Bank in the performance of this Agreement (including any duties listed on any Schedule hereto, if any) including any indemnities for any loss, liabilities or expense to the Bank as provided above. For the services rendered by the Bank hereunder, the Fund will pay to the Bank such compensation or fees at such rate and at such times as shall be agreed upon in writing by the parties from time to time. The Bank will also be entitled to reimbursement by the Fund for all reasonable expenses incurred in conjunction with termination of this Agreement by the Fund.

           13.6     ADVANCES BY BANK. The Bank may, in its sole discretion, advance funds on behalf of the Fund to make any payment permitted by this Agreement upon receipt of any proper authorization required by this Agreement for such payments by the Fund. Should such a payment or payments, with advanced funds, result in an overdraft (due to insufficiencies of the Fund’s account with the Bank, or for any other reason), this Agreement deems any such overdraft or related indebtedness a loan made by the Bank to the Fund payable on demand and bearing interest at the current rate charged by the Bank for such loans unless the Fund shall provide the Bank with agreed upon compensating balances. The Fund agrees that the Bank shall have a continuing lien and security interest to the extent of any overdraft or indebtedness, in and to any property at any time held by it for the Fund’s benefit or in which the Fund has an interest and which is then in the Bank’s possession or control (or in the possession or control of any third party acting on the Bank’s behalf). The Fund authorizes the Bank, in its sole discretion, at any time to charge any overdraft or indebtedness, together with interest due thereon against any balance of account standing to the credit of the Fund on the Bank’s books.

14.     TERMINATION.

           14.1     This Agreement may be terminated at any time without penalty upon sixty days written notice delivered by either party to the other by means of registered mail, and upon the expiration of such sixty days this Agreement will terminate; provided, however, that the effective date of such termination may be postponed to a date not more than ninety days from the date of delivery of such notice (i) by the Bank in order to prepare for the transfer by the Bank of all of the assets of the Fund held hereunder, and (ii) by the Fund in order to give the Fund an opportunity to make suitable arrangements for a successor custodian. At any time after the termination of this Agreement, the Fund will, at its request, have access to the records of the Bank relating to the performance of its duties as custodian.

           14.2     In the event of the termination of this Agreement, the Bank will immediately upon receipt or transmittal, as the case may be, of notice of termination, commence and prosecute diligently to completion the transfer of all cash and the delivery of all Portfolio Securities duly endorsed and all records maintained under Section 11 to the successor custodian when appointed by the Fund. The obligation of the Bank to deliver and transfer over the assets of the Fund held by it directly to such successor custodian will commence as soon as such successor is appointed and will continue until completed as aforesaid. If the Fund does not select a successor custodian within ninety days from the date of delivery of notice of termination the Bank may, subject to the provisions of subsection 14.3, deliver the Portfolio Securities and cash of the Fund held by the Bank to a bank or trust company of its own selection which meets the requirements of Section 17(f)(l) of the 1940 Act and has a reported capital, surplus and undivided profits aggregating not less than $2,000,000, to be held as the property of the Fund under terms similar to those on which they were held by the Bank, whereupon such bank or trust company so selected by the Bank will become the successor custodian of such assets of the Fund with the same effect as though selected by the Board.

           14.3     Prior to the expiration of ninety days after notice of termination has been given, the Fund may furnish the Bank with an order of the Fund advising that a successor custodian cannot be found willing and able to act upon reasonable and customary terms and that there has been submitted to the Members the question of whether the Fund will be liquidated or will function without a custodian for the assets of the Fund held by the Bank. In that event the Bank will deliver the Portfolio Securities and cash of the Fund held by it, subject as aforesaid, in accordance with one of such alternatives which may be approved by the requisite vote of Members, upon receipt by the Bank of a copy of the minutes of the meeting of Members at which action was taken, certified by, the Fund’s Secretary and an opinion of counsel to the Fund in form and content satisfactory to the Bank.

15.     CONFIDENTIALITY. Both parties hereto agree that any non-public information obtained hereunder concerning the other party is confidential and may not be disclosed to any other person without the consent of the other party, except as may be required by applicable law or at the request of a governmental agency. The parties further agree that a breach of this provision would irreparably damage the other party and accordingly agree that each of them is entitled, without bond or other security, to an injunction or injunctions to prevent breaches of this provision.

16.     NOTICES. Any notice or other instrument in writing authorized or required by this Agreement to be given to either party hereto will be sufficiently given if addressed to such party and mailed or delivered to it at its office at the address set forth below; namely:

                     (a)     In the case of notices sent to the Fund to:

                     HSBC Absolute Return Portfolio LLC
                    c/o BISYS Fund Services
                    3435 Stelzer Road, Ste. 1000
                    Columbus, Ohio 43219-8001
                    Attn: _____________

                     (b)     In the case of notices sent to the Bank to:

                    HSBC Bank USA
                    452 Fifth Avenue
                    New York, New York 10018

or at such other place as such party may from time to time designate in writing.

17.     AMENDMENTS. This Agreement may not be altered or amended, except by an instrument in writing, executed by both parties, and in the case of the Fund, such alteration or amendment will be authorized and approved by its Board.

18.      PARTIES. This Agreement will be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that this Agreement will not be assignable by the Fund without the written consent of the Bank or by the Bank without the written consent of the Fund, authorized and approved by its Board; and provided further that termination proceedings pursuant to Section 14 hereof will not be deemed to be an assignment within the meaning of this provision.

19.     GOVERNING LAW. This Agreement and all performance hereunder will be governed by the laws of the State of New York.

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

           IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the day and year first written above.

HSBC ABSOLUTE RETURN PORTFOLIO LLC

By: __________________

Name:________________
Title:_________________



HSBC BANK USA



By:___________________

Name:_________________
Title:__________________

DATE: August 15, 2002

EXHIBIT 99K(1)

Exhibit 99k(1)

Exhibit k(1)

ADMINISTRATION AGREEMENT

BY AND BETWEEN

HSBC ASSET MANAGEMENT (AMERICAS) INC.

AND

HSBC ABSOLUTE RETURN PORTFOLIO LLC

                     THIS ADMINISTRATION AGREEMENT (the "Agreement") is made as of this 15th day of August 2002, by and between HSBC Asset Management (Americas) Inc. ("HSBCAdmin") and HSBC Absolute Return Portfolio LLC (the "Fund").

                     WHEREAS, HSBCAdmin is in the business of providing, and the Fund wishes HSBCAdmin to provide, certain administrative services;

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

                     1.       Appointment of HSBCAdmin.

                               (a) The Fund hereby appoints, and HSBCAdmin hereby accepts appointment, to serve as the Fund's administration company in respect of the services set forth herein. In such capacity, HSBCAdmin agrees to provide certain administrative (but not investment management) services to the Fund. These services shall include:

  (i) the provision of office space, telephone and utilities;

  (ii) the provision of administrative and secretarial, clerical and other personnel as necessary to provide the services required to be provided under this Agreement;

  (iii) the general supervision of the entities which are retained by the Fund to provide administrative services and custody services to the Fund;

  (iv) the handling of investor inquiries regarding the Fund and providing investors with information concerning their investment in the Fund and capital account balances;

  (v) monitoring relations and communications between investors and the Fund;

  (vi) overseeing the drafting and updating of disclosure documents relating to the Fund and assisting in the distribution of all offering materials to investors;

  (vii) maintaining and updating investor information, such as change of address and employment;

  (viii) overseeing the distribution and acceptance of investor applications and confirming the receipt of such applications and funds;

  (ix) issuing instruments certifying investor ownership of interests in the Fund;

  (x) coordinating and organizing meetings of the Fund's board of directors (the "Board" and its members, the "Directors");

  (xi) preparing materials and reports for use in connection with meetings of the Board;

  (xii) preparing and filing any required tax or information returns; and

  (xiii) reviewing and approving all regulatory filings required under applicable law.

                               (b) All other services to be performed, and expenses related thereto, in the operation of the Fund shall be borne by the Fund.

                               (c) Notwithstanding the appointment of HSBCAdmin to provide services hereunder, the Board shall remain responsible for supervising and controlling the management, business and affairs of the Fund.

                     2.       HSBCAdmin Fee; Reimbursement of Expenses.

                               (a) In consideration for the provision by HSBCAdmin of its services hereunder, the Fund will pay HSBCAdmin a fee (the "Fee") at the annual rate of 1% of the Fund's "net assets," excluding assets attributable to the capital accounts, if any, of the Fund's investment adviser (the "Adviser") and HSBCAdmin. The Fee will be paid to HSBCAdmin at such times as the Adviser, on behalf of the Fund, shall determine in its sole discretion, but generally is expected to be paid monthly. "Net assets" shall equal the total value of all assets of the Fund, less an amount equal to all accrued debts, liabilities and obligations of the Fund calculated before giving effect to any repurchase of interests.

                               (b) The Fee will be computed based on the net assets of the Fund as of the start of business on the first business day of the period to which the Fee relates, after adjustment for any applications effective on such date, and will be payable in arrears. The Fee will be charged in each period to the capital accounts of the Fund's investors in proportion to their capital accounts at the beginning of such period. The Fee will be appropriately pro-rated based on the number of days in such period.

                               (c) HSBCAdmin is responsible for all costs and expenses associated with the provision of its services hereunder. The Fund shall pay all other expenses associated with the conduct of its business, including the costs and expenses of holding any meetings of the Board that are regularly scheduled, permitted or required to be held under the terms of the Fund's limited liability company agreement, the Investment Company Act of 1940, as amended (the "1940 Act"), or other applicable law, and the fees and disbursements of any attorneys engaged on behalf of the Fund.

                     3.       Liability. HSBCAdmin will not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund or its investors in connection with the performance of its duties under this Agreement, except a loss resulting from willful misfeasance, bad faith or gross negligence on HSBCAdmin's part (or on the part of an officer or employee of HSBCAdmin) in the performance of its duties hereunder or reckless disregard by it of its duties under this Agreement.

                     4.       Effective Date and Termination. This Agreement shall become effective as of the date the Fund commences investment operations, and shall remain in effect for an initial term of two years from the date of its effectiveness. This Agreement may be continued in effect from year to year thereafter provided that each such continuance is approved by the Board, including the vote of a majority of the Directors who are not "interested persons" of the Fund, as defined by the 1940 Act. This Agreement may be terminated by HSBCAdmin, by the Board or by vote of a majority of the outstanding voting securities of the Fund at any time, in each case upon not less than 60 days' prior written notice. This Agreement shall also terminate automatically in the event of its "assignment," as such term is defined by the 1940 Act.

                     5.       Use of Name. The Fund agrees that, at HSBCAdmin's request, it will take all necessary action to change the name of the Fund to a name not including "HSBC" in any form or combination within 10 days of HSBCAdmin's request, that the Fund's failure to do so is not compensible by monetary damages and that HSBCAdmin shall be entitled to equitable relief to enforce the Fund's obligation hereunder. The provisions of this Paragraph 5 shall survive the termination or cancellation of this Agreement.

                     6.       Entire Agreement. This Agreement embodies the entire understanding of the parties. This Agreement cannot be altered, amended, supplemented, or abridged, or any provisions waived, except by written agreement of the parties.

                     7.       Choice of Law. This Agreement shall be construed and enforced in accordance with the laws of the State of New York and the 1940 Act. In the event the laws of New York conflict with the 1940 Act, the applicable provisions of the 1940 Act shall control.

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

  HSBC ASSET MANAGEMENT (AMERICAS) INC.


By:                                                                  
Name:
Title:



HSBC ABSOLUTE RETURN PORTFOLIO LLC


By:                                                                  
Name:
Title:

EX-99K(2)

Exhibit 99k(2)

Exhibit k(2)

ADMINISTRATION, ACCOUNTING AND INVESTOR SERVICES AGREEMENT

           AGREEMENT made as of the 15th day of August, 2002, between HSBC ABSOLUTE RETURN PORTFOLIO LLC (the “Company”), a Delaware limited liability company, having its principal place of business at 452 Fifth Avenue, New York, NY 10018 and BISYS FUND SERVICES OHIO, INC. (“BISYS”), a Delaware corporation having its principal place of business at 3435 Stelzer Road, Columbus, OH 43219, and HSBC ASSET MANAGEMENT (AMERICAS) INC., a New York corporation having its principal place of business at 452 Fifth Avenue, New York, NY 10018.

           WHEREAS, HSBC Asset Management (Americas) Inc. serves as both the investment adviser (the "Adviser") and administrator (the "Administrator") to the Company;

           WHEREAS, the Company is registered as a closed-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”) and currently intends to invest its assets primarily in “Investment Funds,” as that term is defined in the Confidential Memorandum of the Company dated August 2002 (as amended and in effect from time to time, the “Confidential Memorandum”);

           WHEREAS, the Company desires that BISYS perform certain accounting and financial reporting; administrative and tax allocation services for the Company, as well as certain investor services relating to the investors that are admitted as members of the Company (“Members”) under the Limited Liability Company Agreement of the Company (the “LLC Agreement”); and

           WHEREAS, BISYS is willing to perform such services on the terms and conditions set forth in this Agreement.

           NOW, THEREFORE, in consideration of the mutual premises and covenants herein set forth, the parties agree as follows:

           1.     Services as Fund Accountant and Sub-Administrator.

   (a) Maintenance of Books and Records. BISYS will keep and maintain the following books and records pursuant to Rule 31a-1 (the “Rule”) under the 1940 Act:

   (i) Journals containing an itemized daily record in detail of all purchases and sales of securities (including interests in Investment Funds), all receipts and disbursements of cash and all other debits and credits, as required by subsection (b)(1) of the Rule;

   (ii) General and auxiliary ledgers reflecting all asset, liability, reserve, capital, income and expense accounts, including interest accrued and interest received, as required by subsection (b)(2)(i) of the Rule;

   (iii) Separate ledger accounts required by subsections (b)(2)(ii) and (iii) of the Rule; and

   (iv) A monthly trial balance of all ledger accounts (except shareholder accounts) as required by subsection (b)(8) of the Rule.

   (b) Performance of Accounting Services. In addition to the maintenance of the books and records specified above, BISYS shall perform the following accounting services (monthly, unless expressly provided otherwise):

   (i) Calculate the net asset value of the Company and the balance of each Member’s capital account, utilizing prices for the securities held in the Fund’s portfolio (including interests in Investment Funds) obtained from sources approved by the Fund, or as provided by the Adviser;

   (ii) Verify and reconcile with the custodian and Adviser all trade activity;

   (iii) Reconcile cash balances to bank statements on a daily basis;

   (iv) Verify the net asset value calculation prior to release to Members, check and confirm the net asset values for reasonableness and deviations;

   (v) Determine unrealized appreciation and depreciation, other than Investment Funds, on securities held;

   (vi) Post Fund transactions to appropriate general ledger categories;

   (vii) Accrue expenses (including management fees and fees payable to service providers) according to budgets prepared in accordance with sub-paragraph (d)(iv) of this Section 1;

   (viii) Monitor and report to the Company and its custodian the outstanding receivables and payables for all (1) security trades, (2) transactions in limited liability company interests (“Interests”) in the Company and (3) income and expense accounts; and

   (ix) Post summary Member activity and reconcile balances, including receivables and payables.

   (c) Special Reports and Services.

   (i) BISYS may provide additional special reports upon the request of the Company or the Adviser, which may result in an additional charge, the amount of which shall be agreed upon between the parties.

   (ii) BISYS may provide such other similar services as may be reasonably requested by the Company, which may result in an additional charge, the amount of which shall be agreed upon between the parties.

   (d) Additional Accounting & Financial Administration Services. BISYS shall also perform the following additional accounting and administrative services for each Fund, without additional compensation:

   (i) Provide monthly hard copy reports of unaudited financial information as described below, upon request of the Company. The reports will include the following items:

      Schedule of Investments
Trial Balance
Income Statement
Unrealized Gain/Loss Report
Statement of Changes in Net Assets

   (ii) Provide and prepare accounting information for the following:

   (A) registration statements on Form N-2 and other required reports to shareholders and filings relating to the Interests;

   (B) the annual audit by the Company's auditors;

   (C) examinations performed by the SEC; and

   (D) Supplemental tax information and IRS Form 1099 or equivalent to Directors and fund non-corporate vendors.

   (iii) Provide accounting reports in connection with the Company’s regular annual audit and other audits and examinations by regulatory agencies;

   (iv) Prepare and monitor fund expense budgets and coordinate cash disbursements for fund expenses;

   (v) Provide such periodic reports as the parties shall agree upon, at such times that the parties agree upon, as set forth in a separate writing, including without limitation reports used in preparation of financial reports, regulatory fillings, compliance reporting, total return and tax reporting;

   (vi) Prepare and file semi-annual and annual financial statements and any related filings such as N-30D;

   (vii) Prepare and file Form N-SAR;

   (viii) Calculate and distribute all standard performance information; and

   (ix) Prepare financial materials for Board books;

   (e) Partnership Accounting Services.

   (i) provide data required to prepare federal and state income tax returns, including Schedule K-1s, after receiving year-end adjustments from the Company’s auditors and any book to tax adjustments required (the Company acknowledging that it shall obtain all tax consulting services from its independent accountants);

   (ii) review and reconcile the payment of distributions to Members;

   (iii) Allocate profit and loss to Member accounts;

   (iv) Calculate and produce Member tax records;

   (v) obtain tax identification numbers from the Internal Revenue Service;

   (A) provide assistance and advice to the Company and the Administrator on federal income tax matters relating to the Services hereunder;

   (B) if requested, prepare and file the Company’s annual federal and state income tax returns and K-1s (if applicable), subject to the additional fee set forth in Schedule A attached hereto; and

   (vi) perform such additional services that Administrator or the Company may, from time to time reasonably request; provided, however, that, to the extent that the performance of any of such other services requires BISYS to incur additional costs, and BISYS notifies Administrator thereof promptly after such request, such services shall be provided in exchange for such additional compensation that is agreed upon by the parties.

   (f) Additional Services as Sub-Administrator.

   (i) Compliance Services. Assist in developing compliance procedures and compliance checklists, and provide compliance monitoring services incorporating certain of those procedures, which will include, among other matters, compliance with the Company’s investment objective, defined investment policies and restrictions, as are determinable based upon the Company’s accounting records; prepare and maintain a fund-specific compliance manual; and oversee and assist with regulatory audits.

   (ii) Blue Sky Services. Prepare such reports, applications and documents as may be necessary or desirable to report sales of Interests with, and to claim any applicable exemptions from, state securities authorities; monitor the sale of Interests for compliance with state securities laws, and file with the appropriate state securities authorities the registration statements and reports for the Company and the Interests and all amendments thereto, as may be necessary or convenient to register and keep effective the registration of the Company and the Interests, or any exemption from registration, with state securities authorities.

   (iii) Additional Legal &Sub-Administration Services. BISYS shall perform, the following additional legal and administration services:

   (A) Prepare, produce and distribute board meeting materials, including but not limited to agendas, proposed resolutions, and relevant sections of the board materials pertaining to the responsibilities of BISYS;

   (B) Provide appropriate personnel to attend board meetings;

   (C) Administer contracts on behalf of the Company with, among others, the Adviser, distributor, custodian, and fund accountant;

   (D) Maintain records on behalf of the Company, including, but not limited to, minute books, and LLC Agreement;

   (E) Advise the Company and the Board on matters concerning the Company and its affairs; and notify the Board or the Administrator of issues requiring consideration by the Board; and

   (F) Obtain and keep in effect fidelity bonds and directors and officers/errors and omissions insurance policies for the Company in accordance with the requirements of Rules 17g-1 and 17d-1(7) under the 1940 Act as such bonds and policies are approved by the Board, and file such notices and copies of such bonds as required under the 1940 Act.

        BISYS shall also perform upon request such other legal/administration services as may be requested from time to time. In each case, the Company or Administrator shall notify BISYS in writing of the scope of the specific services to be provided; the commencement date (and, if applicable, termination date) for rendering such services; and the location (i.e. whether at the offices of the Administrator or BISYS) where the books and records related thereto shall be maintained.

   (g) Transfer Agent/Investor Services.

        BISYS shall also maintain Member accounts on its investor recordkeeping systems, and provide the following investor services in connection therewith:

   (i) Produce and mail monthly investor statements;

   (ii) Post investor transactions and mail confirmations;

   (iii) Balance daily transaction activity;

   (iv) Maintain Member information files;

   (v) Complete cash settlement between the Company, custodian, NSCC and Members;

   (vi) Reconcile DDAs;

   (vii) Microfiche and/or imaging of all subscription applications and source documentation;

   (viii) Prepare daily open items report;

   (ix) Coordinate development of systematic enhancements;

   (x) Generate user defined reports from BISYS’ investor recordkeeping system, subject to such charges as may be quoted and agreed upon in accordance with Section 3(b) hereof;

   (xi) Complete quality assurance review of transactions;

   (xii) Track and report sales activity;

   (xiii) Coordinate and monitor movement and escrow money for subscriptions and redemptions and reconcile with the Company's bank account;

   (xiv) Administer escrow accounts per Administrator instructions;

   (xv) Mail tender offer documentation to Members; and

   (xvi) Calculate Member tender amounts.

2.     Compensation.

           The Company shall pay BISYS compensation for the services to be provided by BISYS under this Agreement in accordance with, and in the manner set forth in Schedule A attached hereto.

           3.     Reimbursement of Expenses and Miscellaneous Service Fees.

   (a) In addition to paying BISYS the fees provided in Section 2 and Schedule A, the Company agrees to reimburse BISYS for its reasonable out-of-pocket expenses in providing services hereunder, including without limitation the following:

   (i) All freight and other delivery and bonding charges incurred by BISYS in delivering materials to and from the Company or the Administrator;

   (ii) The cost of microfilm or microfiche of records or other materials;

   (iii) All systems-related expenses associated with the provision of special reports and services;

   (iv) Costs of postage, couriers, stock computer paper, statements, labels, envelopes, checks, reports, letters, tax forms, proxies, notices or other forms of printed material (including the costs of preparing and printing all printed materials) which shall be required by BISYS for the performance of the services to be provided hereunder;

   (v) All direct telephone, telephone transmission and telecopy or other electronic transmission expenses incurred by BISYS in communication with the Administrator, the Company, the Adviser, dealers, public accountants or others as required for BISYS to perform the services to be provided hereunder;

   (vi) Costs, if any, associated with record retention on behalf of Company or the Administrator;

   (vii) Costs of fulfillment, if requested;

   (viii) Costs of settlements, including NSCC transaction fees, if applicable;

   (ix) Bank account charges;

   (x) Expenses related to the use of FundSERV, if applicable;

   (xi) Any expenses BISYS shall incur at the written direction of an officer of the Company (other than an employee of BISYS) thereunto duly authorized; and

   (xii) Any additional expenses reasonably incurred by BISYS in the performance of its duties and obligations under this Agreement, except as otherwise provided in this Agreement.

   (b) In addition, BISYS shall be entitled to receive the following fees:

   (i) Systems development fees billed at an hourly rate of $150 per hour, as approved by the Company;

   (ii) Fees for ad hoc or customized reports, billed at an agreed upon rate;

   (iii) All direct telephone, telephone transmission and telecopy or other electronic transmission expenses incurred by BISYS in communication with the Administrator, the Company, the Adviser or custodian, dealers, public accountant’s or others as required for BISYS to perform the services to be provided hereunder; and

   (iv) Fees for the development of custom interfaces, billed at a mutually agreed upon rate.

           4.     Standard of Care; Uncontrollable Events; Limitation of Liability.

                      BISYS shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company for any action taken or omitted by BISYS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of BISYS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against BISYS hereunder.

                      BISYS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the Company's reasonable request, BISYS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, BISYS assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond BISYS' reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or similar events beyond its reasonable control, BISYS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption.

                      NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL BISYS, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE FOR CONSEQUENTIAL DAMAGES, REGARDLESS OF WHETHER BISYS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

           5.     Term.

                      This Agreement shall become effective as of the date first written above and shall continue in effect for three (3) years, until August 15, 2005 (the "Initial Term"). Thereafter, unless otherwise terminated as provided herein, this Agreement shall be renewed automatically for successive one (1) year periods ("Rollover Periods"). Notwithstanding the foregoing, this Agreement may be terminated by either party upon one hundred eighty (180) days prior written notice given at any time during the Initial Term or any Renewal Term. Except as provided in the foregoing sentence, this Agreement may be terminated only (i) by provision of a notice of non-renewal in the manner set forth below, (ii) by mutual agreement of the parties, or (iii) for "cause," as defined below, upon the provision of sixty (60) days advance written notice by the party alleging cause. Written notice of non-renewal must be provided at least ninety (90) days prior to the end of the Initial Term or any Rollover Period, as the case may be.

                      For purposes of this Agreement, "cause" shall mean (a) a material breach of this Agreement that has not been remedied for thirty (30) days following written notice of such breach from the non-breaching party; (b) a final, unappealable judicial, regulatory or administrative ruling or order in which the party to be terminated has been found guilty of criminal or unethical behavior in the conduct of its business; or (c) financial difficulties on the part of the party to be terminated which are evidenced by the authorization or commencement of, or involvement by way of pleading, answer, consent or acquiescence in, a voluntary or involuntary case under Title 11 of the United States Code, as from time to time is in effect, or any applicable law, other than said Title 11, of any jurisdiction relating to the liquidation or reorganization of debtors or to the modification or alteration of the rights of creditors. BISYS shall not terminate this Agreement pursuant to clause (a) above based solely upon the Company's failure to pay an amount to BISYS which is the subject of a good faith dispute, if (i) the Company is attempting in good faith to resolve such dispute with as much expediency as may be possible under the circumstances, and (ii) the Company continues to perform its obligations hereunder in all other material respects (including paying all fees and expenses not subject to reasonable dispute hereunder).

                      Notwithstanding the foregoing, following any such termination, in the event that BISYS in fact continues to perform any one or more of the services contemplated by this Agreement (or any Schedule or exhibit hereto) with the consent of the Company, the provisions of this Agreement, including without limitation the provisions dealing with indemnification, shall continue in full force and effect. Fees and out-of-pocket expenses incurred by BISYS but unpaid by the Company upon such termination shall be immediately due and payable upon and notwithstanding such termination. BISYS shall be entitled to collect from the Company, in addition to the fees and disbursements provided by Sections 2 and 3 hereof, the amount of all of BISYS' cash disbursements in connection with BISYS' activities in effecting such termination, including without limitation, the delivery to the Company and/or its distributor or investment adviser and/or other parties of the Company's property, records, instruments and documents.

                      If, for any reason other than (i) nonrenewal, (ii) mutual agreement of the parties, or (iii) termination of BISYS for "cause" hereunder, or (iv) a termination pursuant to a notice of termination specifying a termination date at least one hundred eighty (180) days after the notice is given, BISYS' services are terminated hereunder, BISYS is replaced as fund accountant sub-administrator, or investor services agent, or if a third party is added to perform all or a part of the services provided by BISYS under this Agreement (excluding any Sub-Fund Accountant appointed as provided in Section 1 hereof), then the Company shall make a one-time cash payment, in consideration of the fee structure and services to be provided under this Agreement, and not as a penalty, to BISYS equal to the balance that would be due BISYS for its services hereunder during the next six (6) months, assuming for purposes of the calculation of the one-time payment that the fees that would be earned by BISYS for each month shall be based upon the average assets, and corresponding fees payable to BISYS, during the twelve (12) months prior to the date that services terminate, BISYS is replaced or a third party is added.

                      In the event the Company is merged into another legal entity in part or in whole pursuant to any form of business reorganization or is liquidated in part or in whole prior to the expiration of the then-current term of this Agreement, the parties acknowledge and agree that the liquidated damages provision set forth above shall be applicable in those instances in which BISYS is not retained to provide fund accounting and administration services consistent with this Agreement. The one-time cash payment referenced above shall be due and payable on the day prior to the first day in which services are terminated, BISYS is replaced or a third party is added.

                      The parties further acknowledge and agree that, in the event services are terminated, BISYS is replaced, or a third party is added, as set forth above, (i) a determination of actual damages incurred by BISYS would be extremely difficult, and (ii) the liquidated damages provision contained herein is intended to adequately compensate BISYS for damages incurred and is not intended to constitute any form of penalty.

           6.     Indemnification.

                      The Company agrees to indemnify and hold harmless BISYS, its employees, agents, directors, officers and nominees from and against any and all claims, demands, actions and suits, and from and against any and all judgments, liabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature and character arising out of or in any way relating to BISYS' actions taken or omissions with respect to the performance of services under this Agreement or based, if applicable, upon reasonable reliance on information, records, instructions or requests given or made to BISYS by the Company, the adviser, administrator or custodian thereof; provided that this indemnification shall not apply to actions or omissions of BISYS in cases of its own bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties; and further provided that prior to confessing or settling any claim against it which may be the subject of this indemnification, BISYS shall give the Company written notice of and reasonable opportunity to defend against said claim in its own name or in the name of BISYS.

                      BISYS shall indemnify, defend, and hold the Company, its affiliates, and their officers, Directors, employees and agents harmless from and against any and all claims, actions and suits and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) resulting directly and proximately from BISYS' willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder.

                      The indemnification rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provisions contained herein shall apply, however, it is understood that if in any case a party may be asked to indemnify or hold the other party harmless, the indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnified party will use all reasonable care to identify and notify the indemnifying party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the indemnifying party, but failure to do so in good faith shall not affect the rights hereunder except to the extent the indemnifying party is materially prejudiced thereby.

                      The indemnifying party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the indemnifying party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by it and reasonably satisfactory to the indemnified party, whose approval shall not be unreasonably withheld. In the event that the indemnifying party elects to assume the defense of any suit and retain counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it. If the indemnifying party does not elect to assume the defense of suit, it will reimburse the indemnified party for the reasonable fees and expenses of any counsel retained by the indemnified party. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement.

           7.     Record Retention and Confidentiality.

                      BISYS shall keep and maintain on behalf of the Company all books and records which the Company and BISYS is, or may be, required to keep and maintain pursuant to any applicable statutes, rules and regulations, including without limitation Rules 31a-1 and 31a-2 under the 1940 Act, relating to the maintenance of books and records in connection with the services to be provided hereunder. Any records required to be maintained and preserved pursuant to Rules 31a-1 and 31a-2 under the 1940 Act which are prepared or maintained by BISYS on behalf of the Company shall be prepared and maintained at the expense of BISYS, but shall be the property of the Company and will be surrendered promptly to the Company on request, and made available for inspection by the Company or by the Securities and Exchange Commission at reasonable times.

                      In case of any request or demand for the inspection of such records by another party, BISYS shall notify the Company and follow the Company's instructions as to permitting or refusing such inspection; provided that BISYS may exhibit such records in any case where (i) disclosure is required by law, (ii) BISYS is advised by counsel that it may incur liability for failure to make a disclosure, (iii) BISYS is requested to divulge such information by duly-constituted authorities or court process, or (iv) BISYS is requested to make a disclosure by the Company. BISYS shall provide the Company with reasonable advance notice of disclosure pursuant to items (i) - (iii) of the previous sentence, to the extent reasonably practicable.

           8.     Activities of BISYS.

                      The services of BISYS rendered to the Company hereunder are not to be deemed exclusive. BISYS is free to render such services to others and to have other businesses and interests. It is understood that Directors, officers, employees and Members of the Company are or may be or become interested in BISYS, as officers, employees or otherwise and that partners, officers and employees of BISYS and its counsel are or may be or become similarly interested in the Company as a Member or otherwise.

           9.     Reports.

                      BISYS shall furnish to the Company and to its properly authorized auditors, investment advisers, examiners, distributors, dealers, underwriters, salesmen, insurance companies and others designated by the Company in writing, such reports and at such times as are prescribed pursuant to the terms and the conditions of this Agreement to be provided or completed by BISYS, or as subsequently agreed upon by the parties pursuant to an amendment hereto. The Company agrees to examine each such report or copy promptly and will report or cause to be reported any errors or discrepancies therein. In the event that errors or discrepancies, except such errors and discrepancies as may not reasonably be expected to be discovered by the recipient after conducting a diligent examination, are not so reported promptly, a report will for all purposes be accepted by and binding upon the Company and any other recipient, and BISYS shall have no liability for errors or discrepancies therein and shall have no further responsibility with respect to such report.

           10.     Rights of Ownership.

                      All computer programs and procedures employed or developed by or on behalf of BISYS to perform services required to be provided by BISYS under this Agreement are the property of BISYS. All records and other data except such computer programs and procedures are the exclusive property of the Company and all such other records and data shall be furnished to the Company in appropriate form as soon as practicable after termination of this Agreement for any reason.

           11.     Return of Records.

                           BISYS may at its option at any time, and shall promptly upon the Company's demand, turn over to the Company and cease to retain BISYS' files, records and documents created and maintained by BISYS pursuant to this Agreement which are no longer needed by BISYS in the performance of its services or for its legal protection. If not so turned over to the Company, such documents and records will be retained by BISYS for six years from the year of creation. At the end of such six-year period, such records and documents will be turned over to the Company unless the Company authorizes in writing the destruction of such records and documents.

           12.     Bank Accounts

                      The Company shall establish and maintain such bank accounts with such bank or banks as are selected by the Company or the Administrator, as are necessary in order that BISYS may perform the services required to be performed hereunder. In connection with such account or accounts, the Company shall be deemed the customer of the relevant bank for all purposes. To the extent that the performance of such services shall require BISYS directly to disburse amounts for payment of dividends, redemption proceeds or other purposes, the Company shall provide such bank or banks with all instructions and authorizations necessary for BISYS to effect such disbursements.

           13.     Representations and Warranties.

                      (a)     The Company represents and warrants that: (1) as of the close of business on the effective date of this Agreement, the Company has authorized unlimited Interests, or a sufficient number of Interests to include all Interests issued and outstanding, and (2) this Agreement has been duly authorized by the Company and, when executed and delivered by the Company, will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.

                      (b)     BISYS represents and warrants that: (1) the various procedures and systems which BISYS has implemented with regard to safeguarding from loss or damage attributable to fire, theft, or any other cause the records, and other data of the Company and BISYS’s records, data, equipment facilities and other property used in the performance of its obligations hereunder are adequate and that it will make such changes therein from time to time as are reasonably required for the secure performance of its obligations hereunder, and (2) this Agreement has been duly authorized by BISYS and, when executed and delivered by BISYS, will constitute a legal, valid and binding obligation of BISYS, enforceable against BISYS in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.

           14.     Insurance.

                      BISYS shall maintain a fidelity bond covering larceny and embezzlement and an insurance policy with respect to directors and officers errors and omissions coverage in amounts that are appropriate in light of its duties and responsibilities hereunder. Upon the request of the Company, BISYS shall provide evidence that coverage is in place. BISYS shall notify the Company should its insurance coverage with respect to professional liability or errors and omissions coverage be canceled. Such notification shall include the date of cancellation and the reasons therefore. BISYS shall notify the Company of any material claims against it with respect to services performed under this Agreement, whether or not they may be covered by insurance, and shall notify the Company should the total outstanding claims made by BISYS under its insurance coverage materially impair, or threaten to materially impair, the adequacy of its coverage.

           15.     Information Furnished by the Company.

                      The Company has furnished to BISYS the following, as amended and current as of the effective date of this Agreement:

   (a) Copies of the LLC Agreement and of any amendments thereto, certified by an officer of the company.

   (b) Copies of the following documents:

   1. Certified copies of resolutions of the Directors covering the following matters:

   A. Approval of this Agreement and authorization of a specified officer of the Company to execute and deliver this Agreement and authorization for specified officers of the Company to instruct BISYS hereunder; and

   B. Authorization of BISYS to act as fund accountant and sub-administrator for the Company.

   2. The Valuation Procedures adopted by the Fund.

   (c) A list of all officers of the Company and any other persons (who may be associated with the Company or its investment advisor), together with specimen signatures of those officers and other persons, who are authorized to instruct BISYS in all matters.

   (d) Two copies of the Confidential Memorandum of the Company.

   (e) The Administration Agreement between the Company and the Administrator.

           16.     Information Furnished by BISYS.

                      BISYS has furnished to the Company evidence of the following:

   (a) Approval of this Agreement by BISYS, and authorization of a specified officer of BISYS to execute and deliver this Agreement; and

   (b) Authorization of BISYS to act as fund accountant and sub-administrator for the Company.

           17.     Amendments to Documents.

           The Company shall furnish BISYS written copies of any amendments to, or changes in, any of the items referred to in Section 16 hereof forthwith upon such amendments or changes becoming effective. In addition, the Company agrees that no amendments will be made to the Confidential Memorandum of the Company which might have the effect of changing the procedures employed by BISYS in providing the services agreed to hereunder or which amendment might affect the duties of BISYS hereunder unless the Company first obtains BISYS' approval of such amendments or changes, which approval shall not be withheld unreasonably.

           18.     Legal Advice; Reliance on Confidential Memorandum and Instructions.

           BISYS shall notify the Company at any time BISYS believes that it is in need of the advice of counsel to the Company with regard to BISYS' responsibilities and duties pursuant to this Agreement. The Company shall authorize counsel to the Company to give such advice to BISYS, however, this Agreement shall not obligate counsel to the Company to give such advice. BISYS may rely upon the advice of counsel to the Company or any other counsel authorized by the Company, and shall in no event be liable to the Company or any holder of Interests for any action reasonably taken pursuant to such advice.

           As to the services to be provided hereunder, BISYS may rely conclusively upon the terms of the Confidential Memorandum of the Company to the extent that such services are described therein, as well as the minutes of Board meetings (if applicable) and other records of the Company unless BISYS receives written instructions to the contrary in a timely manner from the Company or the Administrator.

           As to any matter covered by the Administration Agreement, BISYS shall be authorized to act upon any instructions provided to it by the Administrator that are not clearly inconsistent with the terms of this Agreement. Also, BISYS 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. BISYS will not be held to have notice of any change of the Administrator's authority under the Administration Agreement, or any change of authority of any officers, employees or agents of the Company or the Administrator until receipt of written notice thereof from the Company or the Administrator.

          19.     Compliance with Law.

           Except for the obligations of BISYS set forth in Section 8 hereof, the Company assumes full responsibility for the preparation, contents and distribution of each Confidential Memorandum of the Company as to compliance with all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") and the 1940 Act. Except as expressly provided herein, the Company shall be solely responsible for its compliance with the Securities Act, the 1940 Act and any other laws, rules and regulations of governmental authorities having jurisdiction over the Company. BISYS shall have no obligation to take cognizance of any laws relating to the sale of Interests. BISYS will comply with all laws applicable to BISYS in connection with the rendering of services under this Agreement.

          20.     Notices.

           Any notice provided hereunder shall be sufficiently given when sent by registered or certified mail to the party required to be served with such notice at the following address: if to the Company, to HSBC ABSOLUTE RETURN PORTFOLIO LLC, 452 Fifth Avenue, New York, New York 10018, Attn: __________, with a copy to_________, Attn:_________; and if to BISYS, to it at 3435 Stelzer Road, Columbus, Ohio 43219; Attn: President, or at such other address as such party may from time to time specify in writing to the other party pursuant to this Section.

          21.     Assignment.

           This Agreement and the rights and duties hereunder shall not be assignable by either of the parties hereto except by the specific written consent of the other party. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and permitted assigns.

           22.     Governing Law and Matters Relating to the Company as a Delaware Limited Liability Company.

           This Agreement shall be governed by and provisions shall be construed in accordance with the laws of the State of New York, subject to any applicable provisions of the 1940 Act. It is expressly agreed that the obligations of the Company hereunder shall not be binding upon any of the Members, nominees, officers, agents or employees of the Company personally, but shall bind only the property of the Company. The execution and delivery of this Agreement have been authorized by the Board, and this Agreement has been signed and delivered by an authorized officer of the Company, acting as such, and neither such authorization by the Board nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the Company as provided in the LLC Agreement.

          23.     Privacy.

           Nonpublic personal financial information relating to consumers or customers of the Company provided by, or at the direction of the Company to BISYS, or collected or retained by BISYS to perform its duties shall be considered confidential information. BISYS shall not give, sell or in any way transfer such confidential information to any person or entity, other than affiliates of BISYS except at the direction of the Company or as required or permitted by law. BISYS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of records and information relating to consumers or customers of the Company. The Company represents to BISYS that it has adopted a Statement of its privacy policies and practices as required by the Securities and Exchange Commission's Regulation S-P and agrees to provide BISYS with a copy of that statement annually.

          24.     Miscellaneous.

   (a) Paragraph headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.

   (b) This Agreement constitutes the complete agreement of the parties hereto as to the subject matter covered by this Agreement, and supercedes all prior negotiations, understandings and agreements bearing upon the subject matter covered herein.

   (c) This Agreement may be executed in counterparts, each of which shall be an original but all of which, taken together, shall constitute one and the same agreement.

   (d) No amendment to this Agreement shall be valid unless made in writing and executed by both parties hereto. The parties hereto may amend such procedures as may be set forth herein by written agreement as may be appropriate or practical under the circumstances, and BISYS may conclusively assume that any special procedure which has been approved by an executive officer of the Company (other than an officer or employee of BISYS) does not conflict with or violate any requirements of the LLC Agreement, or then-current Confidential Memorandum, or any rule, regulation or requirement of any regulatory body.

* * * * *

           IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed all as of the day and year first above written.

HSBC ABSOLUTE RETURN PORTFOLIO LLC


By: _________________________________

Title: ________________________________


BISYS FUND SERVICES OHIO, INC.


By: _________________________________

Title: ________________________________


HSBC ASSET MANAGEMENT (AMERICAS) INC.


By: _________________________________

Title: ________________________________

SCHEDULE A

TO THE ADMINISTRATION, ACCOUNTING
AND INVESTOR SERVICES AGREEMENT
BETWEEN
HSBC ABSOLUTE RETURN PORTFOLIO LLC
AND
BISYS FUND SERVICES OHIO, INC.

Fee*

8 basis points (0.08%) up to $250 million in total assets
6 basis points (0.06%) above $250 million and up to $500 million in total assets
4 basis points (0.04%) above $500 million in total assets

______________
*Fees are stated in basis points, and are applied as an annual rate based on average net assets to the respective asset levels indicated above.

Notwithstanding the foregoing, there will be a minimum annual fee of $75,000

In addition, there will be a fee of $50 per Member for every Member over 100.

An additional fee of $5,000 will be charged for the preparation of the annual federal and state partnership income tax return and schedule K-1s if the Company desires that BISYS prepare and file these returns in accordance with Section 1(e)(v) of this Agreement.

Out-of-pocket Expenses and Miscellaneous Service Fees:

BISYS shall be entitled to be reimbursed for all reasonable out-of-pocket expenses including, but not limited to, the expenses set forth in Section 3 of this Agreement to which this Schedule A is attached. In addition, BISYS shall be entitled to receive miscellaneous service fees in accordance with Section 3 of this Agreement.

Cost-of-Living Adjustment:

All minimum and fixed fees payable under this Agreement shall be adjusted for increase annually beginning in year two. Such adjustment shall be tied to increases in the Consumer Price Index as of the effective date of this Agreement.

EX-99K(3)

Exhibit 99k(3)

Exhibit k(3)

ESCROW AGREEMENT

           THIS AGREEMENT is made as of August 15, 2002, by and among HSBC ABSOLUTE RETURN PORTFOLIO LLC, a Delaware limited liability company (the “Fund”), HSBC ASSET MANAGEMENT (AMERICAS) INC. (“HSBC”), and _______________ (the “Escrow Agent”).

WITNESSETH

           WHEREAS, the Fund is registered as a closed-end, management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”); and

           WHEREAS, the Fund desires that the Escrow Agent provide services as escrow agent, as described herein, and the Escrow Agent wishes to provide such services.

           NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the parties hereto agree as follows:

1. Acceptance by Escrow Agent. The Escrow Agent hereby accepts the appointment as escrow agent hereunder and agrees to act on the terms and conditions hereinafter set forth.

2. Rights and Responsibilities of Escrow Agent. The acceptance by the Escrow Agent of its duties hereunder is subject to the following terms and conditions, which the parties to this Agreement hereby agree shall govern and control the Escrow Agent’s rights, duties, liabilities and immunities.

   (a) The Escrow Agent shall act hereunder as a depositary only, and in its capacity as such, it shall not be responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity of any document furnished to the Escrow Agent or any asset deposited with it.

   (b) “Written Instructions” mean written instructions received by the Escrow Agent and signed by HSBC or any other person duly authorized by HSBC, or by the Fund’s Board (as defined under the Fund’s limited liability company agreement (the “Limited Liability Company Agreement”), to give such instructions on behalf of the Fund. The instructions may be delivered by hand, mail, facsimile, cable, telex or telegram; except that any instruction terminating this Agreement may be given only by hand or mail. The Fund shall file from time to time with the Escrow Agent a certified copy certified by HSBC of each resolution of its Board authorizing the person or persons to give Written Instructions. Such resolution shall include certified signatures of such persons authorized to give Written Instructions. This shall constitute conclusive evidence of the authority of the signatories designated therein to act. Such resolution shall be considered in full force and effect with the Escrow Agent fully protected in acting in reliance thereon unless and until it receives written notice from HSBC or the Board to the contrary.

      The Escrow Agent may rely upon and shall be protected for any action or omission it takes pursuant to Written Instructions if it, in good faith, believes such Written Instructions to be genuine. Unless otherwise provided in this Agreement, the Escrow Agent shall act only upon Written Instructions. The Escrow Agent shall be entitled to assume that any Written Instruction received hereunder is not in any way inconsistent with the provisions of the Limited Liability Company Agreement or this Agreement or of any vote, resolution or proceeding of the Board, or of the Fund’s members, unless and until the Escrow Agent receives Written Instructions to the contrary.

   (c) The Escrow Agent shall be obligated to exercise care and diligence in the performance of its duties hereunder, to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. The Escrow Agent shall be liable for any damages arising out of its failure to perform its duties under this Agreement to the extent such damages arise out of its willful misfeasance, bad faith, gross negligence or reckless disregard of such duties.

   (d) Notwithstanding anything in this Agreement to the contrary, neither the Escrow Agent nor its affiliates shall be liable to the Fund or HSBC for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of the Escrow Agent’s or its affiliates’ performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Escrow Agent or its affiliates.

   (e) Without limiting the generality of the foregoing or of any other provision of this Agreement, the Escrow Agent shall not be liable for losses beyond its control, provided it has acted in accordance with the standard of care set forth above; and the Escrow Agent shall not be liable for delays or errors or loss of data occurring by reason of circumstances beyond its control, including acts of civil or military authority, national emergencies, labor difficulties, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply.

   (f) The Fund agrees to indemnify the Escrow Agent and hold it harmless from and against any tax, charge, loss, liability, expense (including reasonable attorneys fees and expenses), claim or demand arising directly or indirectly from any action or omission to act which the Escrow Agent takes (i) at the request or on the direction of or in reliance on the advice of the Fund or (ii) upon Written Instructions; provided, however, that neither the Escrow Agent, nor any of its affiliates, shall be indemnified against any liability (or any expenses incident to such liability) arising out of the Escrow Agent’s or its affiliates own willful misfeasance, bad faith, gross negligence or reckless disregard of its duties and obligations under this Agreement. The Fund shall indemnify and hold harmless the Escrow Agent against and in respect of any liability for taxes and for any penalties or interest in respect of taxes attributable to the investment of funds held in escrow by the Escrow Agent pursuant to this Agreement. Notwithstanding anything in this Agreement to the contrary, the Fund shall not be liable to the Escrow Agent for any consequential, special or indirect losses or damages which the Escrow Agent may incur or suffer, whether or not the likelihood of such losses or damages was known by the Fund. These indemnities shall survive the resignation of the Escrow Agent or the termination of this Agreement.

   (g) The Escrow Agent shall have no duties except those specifically set forth in this Agreement.

   (h) The Escrow Agent shall have the right at any time it deems appropriate to seek an adjudication in a court of competent jurisdiction as to the respective rights of the parties hereto and shall not be held liable by any party hereto for any delay or the consequences of any delay occasioned by such resort to court.

   (i) The Escrow Agent shall notify promptly HSBC of any discrepancy between the amounts set forth on any remittance advice received by Escrow Agent and the sums delivered to it therewith.

3. Definitions. Except as specifically set forth herein, the terms used in this Agreement shall have the same meaning as set forth in the Administration, Accounting and Investor Services Agreement among the parties.

4. Deposit of Escrow Fund. The Escrow Agent shall establish an account in the name of HSBC Absolute Return Portfolio LLC, Escrow Account for the Benefit of Investors (the “Subscription Account”) and an account in the name of HSBC Absolute Return Portfolio LLC, Repurchase Account (the “Repurchase Account” and, together with the Subscription Account, the “Accounts”). The Escrow Agent shall promptly deposit in the Subscription Account checks remitted by Potential Investors and made payable to HSBC Absolute Return Portfolio LLC. Potential Investors also may deposit monies in the Subscription Account by wire transfer pursuant to instructions provided to them by the Fund or by amounts wire transferred from brokerage accounts at HSBC. Balances on deposit in the Subscription Account will earn interest at prevailing market rates pursuant to arrangements approved by the Fund.

5. Statements. During the term of this Agreement, the Escrow Agent shall provide the Fund with (a) monthly statements containing the beginning balance in each Account as well as all principal and income transactions for the statement period and (b) a daily summary of amounts deposited and the status of available funds. The Fund shall be responsible for reconciling such statements. The Escrow Agent shall be forever released and discharged from all liability with respect to the accuracy of such statements, except with respect to any such act or transaction as to which the Fund shall, within 90 days after the furnishing of the statement, file written objections with the Escrow Agent.

6. Distributions and Closings. Upon Written Instructions, at each closing of each offering of interests in the Fund, the Escrow Agent will wire principal balances on deposit in the Subscription Account to the account designated by the Fund. Such Written Instructions shall be sent to the Escrow Agent by 1:00 p.m. on the closing date with respect to each closing. In the event that a Potential Investor who has escrow funds in the Subscription Account is not admitted into the Fund, upon Written Instructions, the Escrow Agent shall promptly issue refunds to the Potential Investor in the amount of the principal balance with accrued interest. Such refunds shall be made in check form or by wire transfer to the brokerage account of the Potential Investor at HSBC.

7. Interest. All interest earned on the escrow funds deposited in the Accounts hereunder shall be added to and held in the Accounts. With respect to each closing, pursuant to Written Instructions, within 5 business days the Escrow Agent shall issue interest payments in check form to each Potential Investor based on his or her individual balance in the Subscription Account along with a cover letter and to HSBC based upon its balance in the Subscription Account along with a cover letter. The Escrow Agent will prepare and send notifications on Form 1099 for each calendar year.

8. Repurchases. The Fund from time to time may wire balances to the Repurchase Account in connection with periodic repurchases of interests by the Fund from its members. Upon Written Instructions, the Escrow Agent shall issue promptly repurchase payments from the Repurchase Account in check form to the repurchasing member or to HSBC, as the case may be. Upon Written Instructions, the Escrow Agent will withhold specified amounts from repurchasing members. Any interest earned thereon will be credited to the accounts of the Fund.

9. Tax Identification Number. All deposits to the Accounts shall be subject to the Escrow Agent's receipt of a valid tax identification number for the Fund, HSBC or the Potential Investor, as applicable.

10. Compensation. The fee of the Escrow Agent for its services hereunder shall be paid by the Fund as may be mutually agreed to in writing by the Fund and Escrow Agent. Notwithstanding the foregoing, standard account transaction charges will be billed to the Fund as an out-of-pocket expense.

11. Amendment. This Agreement may not be amended or supplemented, and no provision hereof may be modified or waived, except by an instrument in writing, signed by all of the parties hereto.

12. Termination. This Agreement shall continue until terminated by either party on 60 days prior written notice. Upon the termination of this Agreement and upon the delivery of the balance of the Accounts to a successor escrow agent or such other person as may be designated by Written Instructions, the Escrow Agent shall be released and discharged of any and all further obligations hereunder.

If no successor Escrow Agent has been designated pursuant to Written Instructions to receive the balance of the Accounts at the expiration of the 60-day period, the Escrow Agent shall have no further obligation hereunder except to hold the escrow funds as a depositary. Upon written notification by the Fund of the appointment of the successor, the Escrow Agent shall promptly deliver the balance of the Accounts to such successor, and the duties of the resigning Escrow Agent shall thereupon in all respects terminate, and it shall be released and discharged of any and all further obligations hereunder.

13. Execution. This Agreement may be executed in several counterparts, each of which shall be deemed an original, but such counterparts together shall constitute one and the same instrument.

14. Miscellaneous. All covenants and agreements contained in this Agreement by or on behalf of the parties hereto shall bind and inure to the benefit of such parties and their respective heirs, administrators, legal representatives, successors and assigns, as the case may be. The headings in this Agreement are for convenience of reference only and shall neither be considered as part of this Agreement, nor limit or otherwise affect the meaning thereof. This Agreement shall be construed and enforced in accordance with the laws of Delaware without regard to principles of conflicts of law.

15. Notices. All instructions, notices and other communications hereunder must be in writing and shall be deemed to have been duly given if delivered by hand or facsimile or mailed by first class, registered mail, return receipt requested, postage prepaid, and addressed as follows:

   (a) If to the Fund:
HSBC Absolute Return Portfolio LLC
c/o HSBC Asset Management (Americas) Inc.
Attn: L. Thomas Welsh, Jr.
452 Fifth Avenue
New York, New York 10018

   (b) If to the Escrow Agent:

16. Partial Invalidity. 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 affected thereby.

17. Entire Agreement. This Agreement embodies the entire agreement and understanding among the parties and supersedes all prior agreements and understandings relating to the subject matter hereof; provided that, the parties may embody in one or more separate documents their agreement, if any, with respect to delegated duties and instructions.

           IN WITNESS THEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

   HSBC ABSOLUTE RETURN PORTFOLIO LLC


By: ________________________________

Name:________________________________

Title:________________________________


HSBC ASSET MANAGEMENT
(AMERICAS) INC.


By: ________________________________

Name:________________________________

Title:________________________________


[ESCROW AGENT]


By: _______________________________

Name: _____________________________

Title: ______________________________

EX-99R

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