Management Services. (a) Subject to the supervision of the Board of Directors of the Company (the “Board of Directors”), the Investment Adviser will regularly provide the Company with investment research, advice and supervision and will furnish continuously an investment program for the Company consistent with the investment objectives and policies of the Company. The Investment Adviser will determine from time to time what securities or other investments (each such investment being called herein an “Investment” and collectively, “Investments”) shall be purchased for the Company, what Investments shall be held or sold by the Company, and what portion of the Investments shall be held uninvested as cash and cash equivalents, subject always to the provisions of the Company’s Certificate of Formation and the Limited Liability Company Agreement of the Company (as in effect from time to time, the “LLC Agreement”) and of the Investment Company Act, and to the investment objectives, policies and restrictions of the Company, as each of the same shall be from time to time in effect, and subject, further, to such policies and instructions as the Board of Directors may from time to time establish. (b) The Investment Adviser is hereby authorized to cause the Company to make Investments, directly or indirectly through one or more subsidiaries or special purpose vehicles. (c) The Investment Adviser is hereby authorized, on behalf of the Company and at the direction of the Board of Directors pursuant to delegated authority, to possess, transfer, mortgage, pledge or otherwise deal in, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, Investments and other property and funds held or owned by the Company, including, without limitation, exercising and enforcing rights with respect to any claims relating to such Investments and other property and funds, including with respect to litigation, bankruptcy or other reorganization. (d) Subject to the general supervision of the Board of Directors, the Investment Adviser will provide certain administrative services to the Company other than such administrative services provided by the Company’s administrator (such administrator, or any successor administrator, including any affiliate of the Investment Adviser, the “Administrator”). The Investment Adviser will, to the extent such services are not required to be performed by the Administrator or others pursuant to a custodian agreement (or a transfer agency agreement to the extent that a person other than the Investment Adviser is serving thereunder as the Company’s transfer agent), (i) provide supervision of all aspects of the Company’s operations not referred to in paragraphs (a) to (c) above; (ii) coordinate with and oversee the services being performed by the Administrator and the Company’s custodian and transfer agent, (iii) provide the Company with personnel to perform such executive, administrative and clerical services as are reasonably necessary to provide effective administration of the Company; (iv) provide on behalf of the Company significant managerial assistance to those portfolio companies of the Company that the Company is required to provide such services to under the Investment Company Act; (v) arrange for, at the Company’s expense, (A) the preparation for the Company of all required tax returns, (B) the preparation and submission of reports to existing holders of equity interests in the Company and regulatory authorities and (C) the preparation and submission of the Company’s Form 10 or registration statement, as applicable, and all other documents necessary to fulfill regulatory requirements and maintain the registration and qualifications of the Company with the SEC and other regulatory authorities; (vi) maintain all of the Company’s records and (vii) provide the Company with adequate office space and all necessary office equipment and services including telephone service, heat, utilities, stationery supplies and similar items. (e) The Investment Adviser will also provide to the Board of Directors such periodic and special reports as it may reasonably request. The Investment Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company. (f) The Investment Adviser will maintain all books and records with respect to the Company’s securities transactions required by sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the Investment Company Act (other than those records being maintained by the Administrator or the Company’s custodian or transfer agent) and preserve such records for the periods prescribed therefor by Rule 31a-2 of the Investment Company Act. The Investment Adviser will also provide to the Board of Directors such periodic and special reports as it may reasonably request. (g) The Investment Adviser will notify the Board of Directors of any change in the Investment Adviser’s membership within a reasonable time after such change. (h) The Investment Adviser’s services hereunder are not deemed exclusive and it shall be free to render similar services to others. The Investment Adviser may engage in any other business or render similar or different services to others including, without limitation, the direct or indirect sponsorship or management of other investment-based accounts or commingled pools of capital, however structured, having investment objectives similar to those of the Company; provided that its services to the Company hereunder are not impaired thereby. Nothing in this Agreement shall limit or restrict the right of the Investment Adviser or any manager, partner, officer or employee of the Investment Adviser to engage in any other business or to devote his, her or its time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith (including fees for serving as a director of, or providing consulting services to, one or more of the Investments, subject at all times to applicable law). (i) The Investment Adviser will not cause the Company to exchange or otherwise dispose of all or substantially all of its assets in a single transaction or series of related transactions, or approve on the Company’s behalf the sale, exchange or other disposition of all or substantially all of its assets in a single transaction or series of related transactions (including, for the avoidance of doubt, pursuant to a listing, initial public offering or merger).
Appears in 3 contracts
Samples: Investment Management and Advisory Agreement (West Bay BDC LLC), Investment Management and Advisory Agreement (West Bay BDC LLC), Investment Management and Advisory Agreement (West Bay BDC LLC)
Management Services. (a) Subject The Adviser undertakes to act as investment adviser of the Fund and shall, subject to the supervision of the Board of Directors Trustees of the Company Trust (the “Board of DirectorsBoard” or the “Trustees”), the Investment Adviser will regularly provide the Company with render investment research, advice and supervision and will furnish continuously an investment program for related services with respect to the Company consistent assets of the Fund in accordance with the investment objectives objectives, policies and policies limitations of the Company. The Investment Adviser will determine from time to time what securities Fund, as provided in its prospectus or statement of additional information and any supplements thereto (collectively, the “Prospectus”) or other investments (each such investment being called herein an “Investment” and collectivelygoverning instruments, “Investments”) shall as may be purchased for the Company, what Investments shall be held or sold by the Company, and what portion of the Investments shall be held uninvested as cash and cash equivalents, subject always to the provisions of the Company’s Certificate of Formation and the Limited Liability Company Agreement of the Company (as in effect amended from time to time, the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (the “LLC Agreement1940 Act”) and ), applicable provisions of the Investment Company ActInternal Revenue Code of 1986, as amended, and such other limitations as the Fund may impose upon written notice to the investment objectives, policies and restrictions of the Company, as each of the same shall be from time to time in effect, and subject, further, to such policies and instructions as the Board of Directors may from time to time establishAdviser.
(b) The Investment Adviser is hereby authorized authorized, in its discretion and without prior consultation with the Fund, to cause buy, sell, lend and otherwise trade in any securities and investment instruments on behalf of the Company Fund in accordance with this Agreement. The investment policies and investment actions of the Fund are, and shall at all times be, subject to make Investments, directly or indirectly through one or more subsidiaries or special purpose vehiclesthe control and direction of the Board.
(c) The Investment Adviser is hereby authorizedshall provide the office space, on behalf personnel and equipment reasonably necessary for the operation of the Company and at the direction of the Board of Directors pursuant to delegated authority, to possess, transfer, mortgage, pledge or otherwise deal in, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, Investments and other property and funds held or owned by the Company, including, without limitation, exercising and enforcing rights Fund. The Adviser shall pay with respect to any claims the Fund the salaries and fees of all (i) officers of the Trust; (ii) Trustees of the Trust who are “interested persons” of the Trust or of the Adviser (“Interested Trustees”); and (iii) personnel of the Trust or the Adviser performing services relating to such Investments research, statistical and other property and funds, including with respect to litigation, bankruptcy or other reorganizationinvestment activities.
(d) Subject Without limiting the generality of the foregoing, the Adviser shall:
(i) furnish the Fund with advice and recommendations with respect to the general supervision investment of Fund assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (e.g., placing orders);
(ii) manage and oversee the investments of the Board of DirectorsFund, the Investment Adviser will provide certain administrative services subject to the Company other than such administrative services provided by the Company’s administrator (such administrator, or any successor administrator, including any affiliate ultimate supervision and direction of the Investment Adviser, Board;
(iii) vote proxies for the Fund;
(iv) file (or arrange for the filing of) ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “Administrator1934 Act”). The Investment Adviser will, to ) for the extent such services are not Fund;
(v) maintain the books and records required to be performed maintained by the Administrator or others pursuant to a custodian agreement (or a transfer agency agreement Fund, except to the extent that a person other than arrangements have been made for such books and records to be maintained by the Investment Adviser is serving thereunder as the Company’s transfer agent), (i) provide supervision of all aspects administrator or another agent of the Company’s operations not referred to in paragraphs (a) to (c) above; (ii) coordinate with and oversee the services being performed by the Administrator and the Company’s custodian and transfer agent, (iii) provide the Company with personnel to perform such executive, administrative and clerical services as are reasonably necessary to provide effective administration of the Company; (iv) provide on behalf of the Company significant managerial assistance to those portfolio companies of the Company that the Company is required to provide such services to under the Investment Company Act; (v) arrange for, at the Company’s expense, (A) the preparation for the Company of all required tax returns, (B) the preparation and submission of reports to existing holders of equity interests in the Company and regulatory authorities and (C) the preparation and submission of the Company’s Form 10 or registration statement, as applicable, and all other documents necessary to fulfill regulatory requirements and maintain the registration and qualifications of the Company with the SEC and other regulatory authorities; Fund;
(vi) maintain all furnish reports, statements and other data regarding securities, economic conditions and other matters related to the investment of the CompanyFund’s records and assets that may be reasonably requested by the administrator or distributor of the Fund or the officers of the Trust; and
(vii) provide render to the Company Trustees such periodic and special reports with adequate office space and all necessary office equipment and services including telephone service, heat, utilities, stationery supplies and similar itemsrespect to the Fund’s investment activities as the Trustees may reasonably request.
(e) The Investment Adviser may aggregate sales and purchase orders of the assets of the Fund with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliates. Whenever the Adviser simultaneously places orders to purchase or sell the same asset on behalf of the Fund and one or more other accounts advised by the Adviser, the orders will also provide be allocated as to the Board of Directors price and amount among all such periodic and special reports as it may reasonably request. The Investment Adviser shall for all purposes herein be deemed accounts in a manner believed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority equitable over time to act for or represent the Company in any way or otherwise be deemed an agent of the Companyeach account.
(f) The Investment Adviser will maintain records relating to portfolio transactions on behalf of the Fund, and the placing and allocation of brokerage orders, as are required to be maintained by the Trust under the 1940 Act. The Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Adviser pursuant to this Agreement that are required to be prepared and maintained by the Adviser or the Trust pursuant to applicable law. To the extent required by law, the books and records with respect pertaining to the CompanyTrust which are in possession of the Adviser shall be the property of the Trust. The Trust, or its representatives, shall have access to such books and records at all times during the Adviser’s securities transactions required by sub-paragraphs (b)(5)normal business hours. Upon the reasonable request of the Trust, (6), (9) copies of any such books and (10) and paragraph (f) of Rule 31a-1 under the Investment Company Act (other than those records being maintained shall be provided promptly by the Administrator or the Company’s custodian or transfer agent) and preserve such records for the periods prescribed therefor by Rule 31a-2 of the Investment Company Act. The Investment Adviser will also provide to the Board of Directors such periodic and special reports as it may reasonably requestTrust or its representatives.
(g) The Investment Adviser will notify oversee the Board computation of Directors the net asset value and the net income of any change the Fund as described in the Investment Advisercurrently effective registration statement of the Trust under the Securities Act of 1933, as amended (“1933 Act”), and the 1940 Act, and any amendments or supplements thereto (“Registration Statement”) or as more frequently requested by the Board. In addition, on each business day, the Adviser will provide the Fund’s membership within a custodian and fund accountant with such information relating to all transactions concerning the Fund’s assets as the custodian and fund accountant may reasonably require to provide contracted for services to the Trust and/or the Fund. The Adviser will also assist in any fair valuation of Fund assets by, among other things, using reasonable time after such changeefforts to arrange for the provision of prices from parties who are not affiliated persons of the Adviser for each asset for which the Fund’s fund accountant cannot obtain prices in the ordinary course of business.
(h) The Investment Adviser’s services hereunder are not deemed exclusive , on its own initiative, will furnish the Board with such information as the Adviser may believe appropriate for keeping the Board informed of important developments affecting the Trust, the Fund and it shall be free to render similar services to othersthe Adviser. The Investment Adviser may engage will notify the Trust of any change of control of the Adviser and any changes in any other business the key personnel who are either the portfolio manager(s) of the Fund or render similar senior management of the Adviser, in each case prior to or different services to others includingpromptly after such change. In addition, without limitationwhenever requested by the Board, the direct or indirect sponsorship or management of other investment-based accounts or commingled pools of capital, however structured, having investment objectives similar to those of the Company; provided that its services Adviser will report to the Company hereunder are not impaired thereby. Nothing in this Agreement shall limit Board on developments related to the Trust, the Fund or restrict the right of the Investment Adviser or any manager, partner, officer or employee of the Investment Adviser to engage in any other business or to devote his, her or its time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith (including fees for serving as a director of, or providing consulting services to, one or more of the Investments, subject at all times to applicable law)Adviser.
(i) The Investment Adviser will not cause the Company to exchange or otherwise dispose of all or substantially all of its assets in a single transaction or series of related transactions, or approve on the Company’s behalf the sale, exchange or other disposition of all or substantially all of its assets in a single transaction or series of related transactions (including, for the avoidance of doubt, pursuant to a listing, initial public offering or merger).
Appears in 3 contracts
Samples: Investment Advisory Agreement (Centre Funds), Investment Advisory Agreement (Centre Funds), Investment Advisory Agreement (Centre Funds)
Management Services. (a) Subject The Adviser undertakes to act as investment adviser of each Fund and shall, subject to the supervision of the Board of Directors Trustees of the Company Trust (the “Board of DirectorsBoard” or the “Trustees”), the Investment Adviser will regularly provide the Company with render investment research, advice and supervision and will furnish continuously an investment program for related services with respect to the Company consistent assets of the Fund in accordance with the investment objectives objectives, policies and policies limitations of the Company. The Investment Adviser will determine from time to time what securities Fund, as provided in its prospectus or statement of additional information and any supplements thereto (collectively, the “Prospectus”) or other investments (each such investment being called herein an “Investment” and collectivelygoverning instruments, “Investments”) shall as may be purchased for the Company, what Investments shall be held or sold by the Company, and what portion of the Investments shall be held uninvested as cash and cash equivalents, subject always to the provisions of the Company’s Certificate of Formation and the Limited Liability Company Agreement of the Company (as in effect amended from time to time, the Investment Company Act of 1940, as amended and the rules and regulations thereunder (the “LLC Agreement1940 Act”) and ), applicable provisions of the Investment Company ActInternal Revenue Code of 1986, as amended, and such other limitations as the Fund may impose upon written notice to the investment objectives, policies and restrictions of the Company, as each of the same shall be from time to time in effect, and subject, further, to such policies and instructions as the Board of Directors may from time to time establishAdviser.
(b) The Investment Adviser is hereby authorized authorized, in its discretion and without prior consultation with the Fund, to cause buy, sell, lend and otherwise trade in any securities and investment instruments on behalf of the Company Fund in accordance with this Agreement. The investment policies and investment actions of the Fund are, and shall at all times be, subject to make Investments, directly or indirectly through one or more subsidiaries or special purpose vehiclesthe control and direction of the Board.
(c) The Investment Adviser is hereby authorizedshall provide the office space, on behalf personnel and equipment reasonably necessary for the operation of the Company and at the direction of the Board of Directors pursuant to delegated authority, to possess, transfer, mortgage, pledge or otherwise deal in, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, Investments and other property and funds held or owned by the Company, including, without limitation, exercising and enforcing rights Fund. The Adviser shall pay with respect to any claims each Fund the salaries and fees of all (i) officers of the Trust; (ii) Trustees of the Trust who are “interested persons” of the Trust or of the Adviser (“Independent Trustees”); and (iii) personnel of the Trust or the Adviser performing services relating to such Investments research, statistical and other property and funds, including with respect to litigation, bankruptcy or other reorganizationinvestment activities.
(d) Subject Without limiting the generality of the foregoing, the Adviser shall:
(i) furnish each Fund with advice and recommendations with respect to the general investment of Fund assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (e.g., placing orders);
(ii) manage and oversee the investments of each Fund, subject to the ultimate supervision and direction of the Board of DirectorsBoard;
(iii) vote proxies for each Fund, file (or arrange for the Investment Adviser will provide certain administrative services to the Company other than such administrative services provided by the Company’s administrator (such administrator, or any successor administrator, including any affiliate filing of) ownership reports under Section 13 of the Investment Adviser, Securities Exchange Act of 1934 (the “Administrator1934 Act”). The Investment Adviser will, to ) for the extent such services are not Fund;
(iv) maintain the books and records required to be performed maintained by the Administrator or others pursuant to a custodian agreement (or a transfer agency agreement each Fund, except to the extent that a person arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund;
(v) furnish reports, statements and other than data regarding securities, economic conditions and other matters related to the Investment Adviser is serving thereunder investment of each Fund’s assets that may be reasonably requested by the administrator or distributor of the Fund or the officers of the Trust;
(vi) render to the Trustees such periodic and special reports with respect to each Fund’s investment activities as the Company’s transfer agent), Trustees may reasonably request;
(ivii) provide supervision immediately notify the Trust (1) in the event that the Adviser or any of all aspects its affiliates (A) becomes aware that it is subject to a statutory disqualification that prevents it from serving as investment adviser pursuant to this Agreement; or (B) becomes aware that it is the subject of the Company’s operations not referred to in paragraphs (a) to (c) above; (ii) coordinate with and oversee the services being performed an administrative proceeding or enforcement action by the Administrator Securities and Exchange Commission or other regulatory authority; or (2) of any material fact known to the CompanyAdviser in respect of or relating to the Adviser that is not contained in the Trust’s custodian and transfer agentregistration statement with respect to the Funds, (iii) provide the Company with personnel to perform such executiveor any amendment or supplement thereto, administrative and clerical services as are reasonably necessary to provide effective administration of the Company; (iv) provide on behalf of the Company significant managerial assistance to those portfolio companies of the Company but that the Company is required to provide such services to under the Investment Company Act; (v) arrange for, at the Company’s expense, (A) the preparation for the Company of all required tax returns, (B) the preparation and submission of reports to existing holders of equity interests in the Company and regulatory authorities and (C) the preparation and submission of the Company’s Form 10 or registration statement, as applicablebe disclosed therein, and all other documents necessary to fulfill regulatory requirements and maintain the registration and qualifications of the Company with the SEC and other regulatory authorities; (vi) maintain all of the Company’s records and (vii) provide the Company with adequate office space and all necessary office equipment and services including telephone service, heat, utilities, stationery supplies and similar itemsany statement contained therein that becomes untrue in any material respect.
(e) The Investment Adviser may aggregate sales and purchase orders of the assets of each Fund with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliates. Whenever the Adviser simultaneously places orders to purchase or sell the same asset on behalf of a Fund and one or more other accounts advised by the Adviser, the orders will also provide be allocated as to the Board of Directors price and amount among all such periodic and special reports as it may reasonably request. The Investment Adviser shall for all purposes herein be deemed accounts in a manner believed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority equitable over time to act for or represent the Company in any way or otherwise be deemed an agent of the Companyeach account.
(f) The Investment Adviser will maintain records relating to portfolio transactions on behalf of each Fund and the placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form and for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Adviser pursuant to this Agreement as required to be prepared and maintained by the Adviser or the Trust pursuant to applicable law. To the extent required by law, the books and records with respect pertaining to the CompanyTrust which are in possession of the Adviser shall be the property of the Trust. The Trust, or its representatives, shall have access to such books and records at all times during the Adviser’s securities transactions required by sub-paragraphs (b)(5)normal business hours. Upon the reasonable request of the Trust, (6), (9) copies of any such books and (10) and paragraph (f) of Rule 31a-1 under the Investment Company Act (other than those records being maintained shall be provided promptly by the Administrator or the Company’s custodian or transfer agent) and preserve such records for the periods prescribed therefor by Rule 31a-2 of the Investment Company Act. The Investment Adviser will also provide to the Board of Directors such periodic and special reports as it may reasonably requestTrust or its representatives.
(g) The Investment Adviser will notify oversee the Board computation of Directors the net asset value and the net income of any change each Fund as described in the Investment Advisercurrently effective registration statement of the Trust under the Securities Act of 1933, as amended (“1933 Act”), and the 1940 Act, and any amendments or supplements thereto (“Registration Statement”) or as more frequently requested by the Board. In addition, on each business day, the Adviser will provide the custodian and accountant for each Fund with such information relating to all transactions concerning the Fund’s membership within a assets as the custodian and fund accountant may reasonably require to provide contracted for services to the Trust and/or the Fund. The Adviser will also assist in any fair valuation of Fund assets by, among other things, using reasonable time after such changeefforts to arrange for the provision of prices from parties who are not affiliated persons of the Adviser for each asset for which the fund accountant cannot obtain prices in the ordinary course of business.
(h) The Investment Adviser on its own initiative will furnish the Board with such information as the Adviser may believe appropriate for keeping the Board informed of important developments affecting the Trust, each Fund and the Adviser’s services hereunder are not deemed exclusive and it shall be free to render similar services to others. The Investment Adviser may engage will notify the Trust of any change of control of the Adviser and any changes in any other business the key personnel who are either the portfolio manager(s) of a Fund or render similar senior management of the Adviser, in each case prior to or different services to others includingpromptly after such change. In addition, without limitationwhenever requested by the Board, the direct or indirect sponsorship or management of other investment-based accounts or commingled pools of capital, however structured, having investment objectives similar to those of the Company; provided that its services Adviser will report to the Company hereunder are not impaired thereby. Nothing in this Agreement shall limit Board on developments related to the Trust, a Fund or restrict the right of the Investment Adviser or any manager, partner, officer or employee of the Investment Adviser to engage in any other business or to devote his, her or its time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith (including fees for serving as a director of, or providing consulting services to, one or more of the Investments, subject at all times to applicable law)Adviser.
(i) The Investment Adviser will not cause the Company to exchange or otherwise dispose of all or substantially all of its assets in a single transaction or series of related transactions, or approve on the Company’s behalf the sale, exchange or other disposition of all or substantially all of its assets in a single transaction or series of related transactions (including, for the avoidance of doubt, pursuant to a listing, initial public offering or merger).
Appears in 2 contracts
Samples: Investment Advisory Agreement (Drexel Hamilton Mutual Funds), Investment Advisory Agreement (Drexel Hamilton Mutual Funds)
Management Services. (a) Subject The Adviser undertakes to act as investment adviser of the Fund and shall, subject to the supervision of the Board of Directors Trustees of the Company Trust (the “Board of DirectorsBoard” or the “Trustees”), the Investment Adviser will regularly provide the Company with render investment research, advice and supervision and will furnish continuously an investment program for related services with respect to the Company consistent assets of the Fund in accordance with the investment objectives objectives, policies and policies limitations of the Company. The Investment Adviser will determine from time to time what securities Fund, as provided in its prospectus or statement of additional information and any supplements thereto (collectively, the “Prospectus”) or other investments (each such investment being called herein an “Investment” and collectivelygoverning instruments, “Investments”) shall as may be purchased for the Company, what Investments shall be held or sold by the Company, and what portion of the Investments shall be held uninvested as cash and cash equivalents, subject always to the provisions of the Company’s Certificate of Formation and the Limited Liability Company Agreement of the Company (as in effect amended from time to time, the Investment Company Act of 1940, as amended and the rules and regulations thereunder (the “LLC Agreement1940 Act”) and ), applicable provisions of the Investment Company ActInternal Revenue Code of 1986, as amended and such other limitations as the Fund may impose upon written notice to the investment objectives, policies and restrictions of the Company, as each of the same shall be from time to time in effect, and subject, further, to such policies and instructions as the Board of Directors may from time to time establishAdviser.
(b) The Investment Adviser is hereby authorized authorized, in its discretion and without prior consultation with the Fund, to cause buy, sell, lend and otherwise trade in any securities and investment instruments on behalf of the Company Fund in accordance with this Agreement. The investment policies and investment actions of the Fund are, and shall at all times be, subject to make Investments, directly or indirectly through one or more subsidiaries or special purpose vehiclesthe control and direction of the Board.
(c) The Investment Adviser is hereby authorizedshall provide the office space, on behalf personnel and equipment reasonably necessary for the operation of the Company and at the direction of the Board of Directors pursuant to delegated authority, to possess, transfer, mortgage, pledge or otherwise deal in, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, Investments and other property and funds held or owned by the Company, including, without limitation, exercising and enforcing rights Fund. The Adviser shall pay with respect to any claims the Fund the salaries and fees of all (i) officers of the Trust; (ii) Trustees of the Trust who are “interested persons” of the Trust or of the Adviser (“Interested Trustees”); and (iii) personnel of the Trust or the Adviser performing services relating to such Investments research, statistical and other property and funds, including with respect to litigation, bankruptcy or other reorganizationinvestment activities.
(d) Subject Without limiting the generality of the foregoing, the Adviser shall:
(i) furnish the Fund with advice and recommendations with respect to the general supervision investment of Fund assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (e.g., placing orders);
(ii) manage and oversee the investments of the Board of DirectorsFund, the Investment Adviser will provide certain administrative services subject to the Company other than such administrative services provided by the Company’s administrator (such administrator, or any successor administrator, including any affiliate ultimate supervision and direction of the Investment AdviserBoard;
(iii) vote proxies for the Fund, file (or arrange for the filing of) ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “Administrator1934 Act”). The Investment Adviser will, to ) for the extent such services are not Fund;
(iv) maintain the books and records required to be performed maintained by the Administrator or others pursuant to a custodian agreement (or a transfer agency agreement Fund, except to the extent that a person other than arrangements have been made for such books and records to be maintained by the Investment Adviser is serving thereunder as the Company’s transfer agent), (i) provide supervision of all aspects administrator or another agent of the Company’s operations not referred to in paragraphs (a) to (c) above; (ii) coordinate with and oversee the services being performed by the Administrator and the Company’s custodian and transfer agent, (iii) provide the Company with personnel to perform such executive, administrative and clerical services as are reasonably necessary to provide effective administration of the Company; (iv) provide on behalf of the Company significant managerial assistance to those portfolio companies of the Company that the Company is required to provide such services to under the Investment Company Act; Fund;
(v) arrange forfurnish reports, at statements and other data regarding securities, economic conditions and other matters related to the Company’s expense, (A) the preparation for the Company of all required tax returns, (B) the preparation and submission of reports to existing holders of equity interests in the Company and regulatory authorities and (C) the preparation and submission investment of the CompanyFund’s Form 10 assets that may be reasonably requested by the administrator or registration statement, as applicable, and all other documents necessary to fulfill regulatory requirements and maintain the registration and qualifications distributor of the Company with Fund or the SEC and other regulatory authoritiesofficers of the Trust; and
(vi) maintain all of render to the CompanyTrustees such periodic and special reports with respect to the Fund’s records and (vii) provide investment activities as the Company with adequate office space and all necessary office equipment and services including telephone service, heat, utilities, stationery supplies and similar itemsTrustees may reasonably request.
(e) The Investment Adviser may aggregate sales and purchase orders of the assets of the Fund with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliates. Whenever the Adviser simultaneously places orders to purchase or sell the same asset on behalf of the Fund and one or more other accounts advised by the Adviser, the orders will also provide be allocated as to the Board of Directors price and amount among all such periodic and special reports as it may reasonably request. The Investment Adviser shall for all purposes herein be deemed accounts in a manner believed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority equitable over time to act for or represent the Company in any way or otherwise be deemed an agent of the Companyeach account.
(f) The Investment Adviser will maintain records relating to portfolio transactions on behalf of the Fund and placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Adviser pursuant to this Agreement required to be prepared and maintained by the Adviser or the Trust pursuant to applicable law. To the extent required by law, the books and records with respect pertaining to the CompanyTrust which are in possession of the Adviser shall be the property of the Trust. The Trust, or its representatives, shall have access to such books and records at all times during the Adviser’s securities transactions required by sub-paragraphs (b)(5)normal business hours. Upon the reasonable request of the Trust, (6), (9) copies of any such books and (10) and paragraph (f) of Rule 31a-1 under the Investment Company Act (other than those records being maintained shall be provided promptly by the Administrator or the Company’s custodian or transfer agent) and preserve such records for the periods prescribed therefor by Rule 31a-2 of the Investment Company Act. The Investment Adviser will also provide to the Board of Directors such periodic and special reports as it may reasonably requestTrust or its representatives.
(g) The Investment Adviser will notify oversee the Board computation of Directors the net asset value and the net income of any change the Fund as described in the Investment Advisercurrently effective registration statement of the Trust under the Securities Act of 1933, as amended (“1933 Act”), and the 1940 Act, and any amendments or supplements thereto (“Registration Statement”) or as more frequently requested by the Board. In addition, on each business day, the Adviser will provide the Fund’s membership within a custodian and fund accountant with such information relating to all transactions concerning the Fund’s assets as the custodian and fund accountant may reasonably require to provide contracted for services to the Trust and/or the Fund. Adviser will also assist in any fair valuation of Fund assets by, among other things, using reasonable time after such changeefforts to arrange for the provision of prices from parties who are not affiliated persons of the Adviser for each asset for which the Fund’s fund accountant cannot obtain prices in the ordinary course of business.
(h) The Investment Adviser on its own initiative will furnish the Board with such information as the Adviser may believe appropriate for keeping the Board informed of important developments affecting the Trust, the Fund and the Adviser’s services hereunder are not deemed exclusive and it shall be free to render similar services to others. The Investment Adviser may engage will notify the Trust of any change of control of the Adviser and any changes in any other business the key personnel who are either the portfolio manager(s) of the Fund or render similar senior management of the Adviser, in each case prior to or different services promptly after such change. In addition, whenever requested by the Board, Adviser will report to others including, without limitationthe Board on developments related to the Trust, the direct Fund or indirect sponsorship or management of other investment-based accounts or commingled pools of capital, however structured, having investment objectives similar to those of the Company; provided that its services to the Company hereunder are not impaired thereby. Nothing in this Agreement shall limit or restrict the right of the Investment Adviser or any manager, partner, officer or employee of the Investment Adviser to engage in any other business or to devote his, her or its time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith (including fees for serving as a director of, or providing consulting services to, one or more of the Investments, subject at all times to applicable law)Adviser.
(i) The Investment Adviser will not cause the Company to exchange or otherwise dispose of all or substantially all of its assets in a single transaction or series of related transactions, or approve on the Company’s behalf the sale, exchange or other disposition of all or substantially all of its assets in a single transaction or series of related transactions (including, for the avoidance of doubt, pursuant to a listing, initial public offering or merger).
Appears in 2 contracts
Samples: Investment Advisory Agreement (Centre Funds), Investment Advisory Agreement (Centre Funds)
Management Services. (a) Subject to the supervision of the Board of Directors of the Company (the “Board of Directors”), the Investment Adviser will regularly provide the Company with investment research, advice and supervision and will furnish continuously an investment program for the Company consistent with the investment objectives and policies of the Company. The Investment Adviser It will determine from time to time what securities or other investments (each such investment being called herein an “Investment” and collectively, “Investments”) shall be purchased for the Company, what Investments shall be held or sold by the Company, and what portion of the Investments shall be held uninvested as cash and cash equivalents, subject always to the provisions of the Company’s Certificate of Formation and the Limited Liability Company Agreement of the Company (as in effect from time to time, the “LLC Agreement”) and of the Investment Company Act, and to the investment objectives, policies and restrictions of the Company, as each of the same shall be from time to time in effect, and subject, further, to such policies and instructions as the Board of Directors may from time to time establish.
(b) The Investment Adviser is hereby authorized to cause the Company to make Investments, directly or indirectly through one or more subsidiaries or special purpose purposes vehicles.
(c) The Investment Adviser is hereby authorized, on behalf of the Company and at the direction of the Board of Directors pursuant to delegated authority, to possess, transfer, mortgage, pledge or otherwise deal in, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, Investments and other property and funds held or owned by the Company, including, without limitation, exercising and enforcing rights with respect to any claims relating to such Investments and other property and funds, including with respect to litigation, bankruptcy or other reorganization.
(d) Subject to the general supervision of the Board of Directors, the Investment Adviser will provide certain administrative services to the Company other than such administrative services provided by the Company’s administrator (such administrator, or any successor administrator, including any affiliate of the Investment Adviser, the “Administrator”). The Investment Adviser will, to the extent such services are not required to be performed by the Administrator or others pursuant to a custodian agreement (or a transfer agency agreement to the extent that a person other than the Investment Adviser is serving thereunder as the Company’s transfer agent), (i) provide supervision of all aspects of the Company’s operations not referred to in paragraphs (a) to (c) above; (ii) coordinate with and oversee the services being performed by the Administrator and the Company’s custodian and transfer agent, (iii) provide the Company with personnel to perform such executive, administrative and clerical services as are reasonably necessary to provide effective administration of the Company; (iv) provide on behalf of the Company significant managerial assistance to those portfolio companies of the Company that the Company is required to provide such services to under the Investment Company Act; (v) arrange for, at the Company’s expense, (A) the preparation for the Company of all required tax returns, (B) the preparation and submission of reports to existing holders of equity interests in the Company and regulatory authorities and (C) the preparation and submission of the Company’s Form 10 or registration statement, as applicable, and all other documents necessary to fulfill regulatory requirements and maintain the registration and qualifications of the Company with the SEC and other regulatory authorities; (vi) maintain all of the Company’s records and (vii) provide the Company with adequate office space and all necessary office equipment and services including telephone service, heat, utilities, stationery supplies and similar items.
(e) The Investment Adviser will also provide to the Board of Directors such periodic and special reports as it may reasonably request. The Investment Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(f) The Investment Adviser will maintain all books and records with respect to the Company’s securities transactions required by sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 31a-l under the Investment Company Act (other than those records being maintained by the Administrator or the Company’s custodian or transfer agent) and preserve such records for the periods prescribed therefor by Rule 31a-2 of the Investment Company Act. The Investment Adviser will also provide to the Board of Directors such periodic and special reports as it may reasonably request.
(g) The Investment Adviser will notify the Board of Directors of any change in the Investment Adviser’s membership within a reasonable time after such change.
(h) The Investment Adviser’s services hereunder are not deemed exclusive exclusive, and it shall be free to render similar services to others. The Investment Adviser may engage in any other business or render similar or different services to others including, without limitation, the direct or indirect sponsorship or management of other investment-investment based accounts or commingled pools of capital, however structured, having investment objectives similar to those of the Company; provided that its services to the Company hereunder are not impaired thereby. Nothing in this Agreement shall limit or restrict the right of the Investment Adviser or any manager, partner, officer or employee of the Investment Adviser to engage in any other business or to devote his, her or its time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith (including fees for serving as a director of, or providing consulting services to, one or more of the Investments, subject at all times to applicable law).
(i) The Investment Adviser will not cause the Company to exchange or otherwise dispose of all or substantially all of its assets in a single transaction or series of related transactions, or approve on the Company’s behalf the sale, exchange or other disposition of all or substantially all of its assets in a single transaction or series of related transactions (including, for the avoidance of doubt, pursuant to a listing, initial public offering or merger).
Appears in 2 contracts
Samples: Investment Management Agreement, Investment Management and Advisory Agreement (Goldman Sachs Private Middle Market Credit LLC)
Management Services. (a) Subject The Adviser undertakes to act as an investment adviser of each Fund and shall, subject to the supervision of the Trust's Board of Directors of the Company Trustees (the “Board of DirectorsBoard”), direct the Investment Adviser will regularly provide investments of the Company with investment research, advice and supervision and will furnish continuously an investment program for the Company consistent Funds in accordance with the investment objectives objectives, policies and policies of limitations, as provided in the Company. The Investment Adviser will determine from time to time what securities Funds’ Prospectuses or other investments (each such investment being called herein an “Investment” and collectivelygoverning instruments, “Investments”) shall be purchased for the Company, what Investments shall be held or sold by the Company, and what portion of the Investments shall be held uninvested as cash and cash equivalents, subject always to the provisions of the Company’s Certificate of Formation and the Limited Liability Company Agreement of the Company (as in effect amended from time to time, the “LLC Agreement”) and of the Investment Company Act, Act of 1940 and to the investment objectives, policies and restrictions of the Companyrules thereunder, as each of the same shall be amended from time to time in effect(the "1940 Act"), and subject, further, to such policies and instructions other limitations as the Board of Directors Funds may from time impose by notice in writing to time establish.
(b) the Adviser. The Investment Adviser is hereby authorized to cause shall also furnish for the Company to make Investments, directly or indirectly through one or more subsidiaries or special purpose vehicles.
(c) The Investment Adviser is hereby authorized, on behalf use of the Company and at the direction of the Board of Directors pursuant to delegated authority, to possess, transfer, mortgage, pledge or otherwise deal in, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, Investments and other property and funds held or owned by the Company, including, without limitation, exercising and enforcing rights with respect to any claims relating to such Investments and other property and funds, including with respect to litigation, bankruptcy or other reorganization.
(d) Subject to the general supervision of the Board of Directors, the Investment Adviser will provide certain administrative services to the Company other than such administrative services provided by the Company’s administrator (such administrator, or any successor administrator, including any affiliate of the Investment Adviser, the “Administrator”). The Investment Adviser will, to the extent such services are not required to be performed by the Administrator or others pursuant to a custodian agreement (or a transfer agency agreement to the extent that a person other than the Investment Adviser is serving thereunder as the Company’s transfer agent), (i) provide supervision of all aspects of the Company’s operations not referred to in paragraphs (a) to (c) above; (ii) coordinate with and oversee the services being performed by the Administrator and the Company’s custodian and transfer agent, (iii) provide the Company with personnel to perform such executive, administrative and clerical services as are reasonably necessary to provide effective administration of the Company; (iv) provide on behalf of the Company significant managerial assistance to those portfolio companies of the Company that the Company is required to provide such services to under the Investment Company Act; (v) arrange for, at the Company’s expense, (A) the preparation for the Company of all required tax returns, (B) the preparation and submission of reports to existing holders of equity interests in the Company and regulatory authorities and (C) the preparation and submission of the Company’s Form 10 or registration statement, as applicable, and all other documents necessary to fulfill regulatory requirements and maintain the registration and qualifications of the Company with the SEC and other regulatory authorities; (vi) maintain all of the Company’s records and (vii) provide the Company with adequate Funds office space and all necessary office facilities, equipment and personnel for servicing the investments of the Funds; and shall pay the salaries and fees of all officers of the Trust, of all Trustees of the Trust who are "interested persons" of the Trust or of the Adviser and of all personnel of the Trust or the Adviser performing services relating to research, statistical and investment activities. The Adviser is authorized, in its discretion and without prior consultation with the Funds, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Funds. The investment policies and all other actions of the Funds are, and shall at all times be, subject to the control and direction of the Board. The Adviser shall perform (or arrange for the performance by its affiliates of) the management and administrative services necessary for the operation of the Trust. The Adviser shall, subject to the supervision of the Board, perform various services for the Funds, including telephone servicebut not limited to: (i) providing the Funds with office space, heatequipment and facilities (which may be their own) for maintaining their organization; (ii) on behalf of the Funds, utilitiessupervising relations with, stationery supplies and similar items.
monitoring the performance of, custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary or desirable; (eiii) preparing all general shareholder communications, including shareholder reports; (iv) conducting shareholder relations; (v) maintaining the Trust's existence and its records; (vi) during such times as shares are publicly offered, maintaining the registration and qualification of the Funds’ shares under federal and state law; and (vii) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Funds as investment vehicles. The Investment Adviser will shall also provide furnish such reports, evaluations, information or analyses to the Trust as the Board may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Board of Directors such periodic and special reports as it may reasonably request. The Investment Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(f) The Investment Adviser will maintain all books and records with respect to the CompanyTrust’s securities transactions required by sub-paragraphs (b)(5)policies, (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the Investment Company Act (other than those records being maintained shall carry out such policies as are adopted by the Administrator or the Company’s custodian or transfer agent) and preserve such records for the periods prescribed therefor by Rule 31a-2 of the Investment Company ActTrustees. The Investment Adviser will also provide to the Board of Directors such periodic and special reports as it may reasonably request.
(g) The Investment Adviser will notify the Board of Directors of any change in the Investment Adviser’s membership within a reasonable time after such change.
(h) The Investment Adviser’s services hereunder are not deemed exclusive and it shall be free to render similar services to others. The Investment Adviser may engage in any other business or render similar or different services to others including, without limitation, the direct or indirect sponsorship or management of other investment-based accounts or commingled pools of capital, however structured, having investment objectives similar to those of the Company; provided that its services to the Company hereunder are not impaired thereby. Nothing in this Agreement shall limit or restrict the right of the Investment Adviser or any manager, partner, officer or employee of the Investment Adviser to engage in any other business or to devote his, her or its time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith (including fees for serving as a director of, or providing consulting services to, one or more of the Investmentsshall, subject at all times to applicable law)review by the Board, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Agreement.
(i) The Investment Adviser will not cause the Company to exchange or otherwise dispose of all or substantially all of its assets in a single transaction or series of related transactions, or approve on the Company’s behalf the sale, exchange or other disposition of all or substantially all of its assets in a single transaction or series of related transactions (including, for the avoidance of doubt, pursuant to a listing, initial public offering or merger).
Appears in 2 contracts
Samples: Investment Management Agreement (Vericimetry Funds), Investment Management Agreement (Vericimetry Funds)
Management Services. (a) Subject to the supervision of the Board of Directors of the Company (the “Board of Directors”), the The Investment Adviser Manager will regularly provide the Company with investment research, advice and supervision and will furnish continuously an investment program for the Company consistent with the investment objectives and policies of the Company. The Investment Adviser Manager will determine from time to time what securities or other investments (each such investment being called herein an a “Company Investment” and collectively, “Company Investments”) shall be purchased for the Company, what Company Investments shall be held or sold by the Company, and what portion of the Company Investments shall be held uninvested as cash and cash equivalents, subject always to the provisions of the Company’s Certificate of Formation and the Limited Liability Company Agreement of the Company (as in effect from time to time, the “LLC Agreement”) organizational documents and of the Investment Company Act, and to the investment objectives, policies and restrictions of the Company, as each of the same shall be from time to time in effect, and subject, further, to such policies and instructions as the Board of Directors may from time to time establish.
(b) The Investment Adviser Manager is hereby authorized to cause the Company to make Company Investments, directly or indirectly through one or more subsidiaries or special purpose purposes vehicles.
(c) The Investment Adviser Manager is hereby authorized, on behalf of the Company and at the direction of the Board of Directors pursuant to delegated authority, to possess, transfer, mortgage, pledge or otherwise deal in, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, Company Investments and other property and funds held or owned by the Company, including, without limitation, exercising and enforcing rights with respect to any claims relating to such Company Investments and other property and funds, including with respect to litigation, bankruptcy or other reorganization.
(d) Subject to the general supervision of the Board of Directors, the Investment Adviser Manager will provide certain administrative services to the Company other than such administrative services provided by the Company’s administrator (such administrator, or any successor administrator, including any affiliate of the Investment AdviserManager, the “Administrator”). The Investment Adviser Manager will, to the extent such services are not required to be performed by the Administrator or others pursuant to a custodian agreement (or a transfer agency agreement to the extent that a person other than the Investment Adviser Manager is serving thereunder as the Company’s transfer agent), (i) provide supervision of all aspects of the Company’s operations not referred to in paragraphs (a) to (c) above; (ii) coordinate with and oversee the services being performed by the Administrator and the Company’s custodian and transfer agent, (iii) provide the Company with personnel to perform such executive, administrative and clerical services as are reasonably necessary to provide effective administration of the Company; (iv) provide on behalf of the Company significant managerial assistance to those portfolio companies of the Company that the Company is required to provide such services to under the Investment Company Act; (v) arrange for, at the Company’s expense, (A) the preparation for the Company of all required tax returns, (B) the preparation and submission of reports to existing holders of equity interests in the Company stockholders and regulatory authorities and (C) the preparation and submission of the Company’s Form 10 or registration statement, as applicable, statement and all other documents necessary to fulfill regulatory requirements and maintain the registration and qualifications of the Company with the SEC and other regulatory authorities; (vi) maintain all of the Company’s records and (vii) provide the Company with adequate office space and all necessary office equipment and services including telephone service, heat, utilities, stationery supplies and similar items.
(e) The Investment Adviser will also provide to the Board of Directors such periodic and special reports as it may reasonably request. The Investment Adviser Manager shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(f) The Investment Adviser Manager will maintain all books and records with respect to the Company’s securities transactions required by sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the Investment Company Act (other than those records being maintained by the Administrator or the Company’s custodian or transfer agent) and preserve such records for the periods prescribed therefor by Rule 31a-2 of the Investment Company Act. The Investment Adviser Manager will also provide to the Board of Directors such periodic and special reports as it may reasonably request.
(g) The Investment Adviser Manager will notify the Board of Directors of any change in the Investment AdviserManager’s membership within a reasonable time after such change.
(h) The Investment AdviserManager’s services hereunder are not deemed exclusive and it shall be free to render similar services to others. The Investment Adviser Manager may engage in any other business or render similar or different services to others including, without limitation, the direct or indirect sponsorship or management of other investment-investment based accounts or commingled pools of capital, however structured, having investment objectives similar to those of the Company; provided that its services to the Company hereunder are not impaired thereby. Nothing in this Agreement shall limit or restrict the right of the Investment Adviser Manager or any manager, partner, officer or employee of the Investment Adviser Manager to engage in any other business or to devote his, her or its time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith (including fees for serving as a director of, or providing consulting services to, one or more of the Company Investments, subject at all times to applicable law).
(i) The Investment Adviser will not cause the Company to exchange or otherwise dispose of all or substantially all of its assets in a single transaction or series of related transactions, or approve on the Company’s behalf the sale, exchange or other disposition of all or substantially all of its assets in a single transaction or series of related transactions (including, for the avoidance of doubt, pursuant to a listing, initial public offering or merger).
Appears in 2 contracts
Samples: Investment Management Agreement, Investment Management Agreement (Goldman Sachs Middle Market Lending Corp.)
Management Services. (a) Subject to the supervision of the Board of Directors of the Company (the “Board of Directors”), the The Investment Adviser Manager will regularly provide the Company with investment research, advice and supervision and will furnish continuously an investment program for the Company consistent with the investment objectives and policies of the Company. The Investment Adviser It will determine from time to time what securities or other investments (each such investment being called herein an a “Company Investment” and collectively, “Company Investments”) shall be purchased for the Company, what Company Investments shall be held or sold by the Company, and what portion of the Company Investments shall be held uninvested as cash and cash equivalents, subject always to the provisions of the Company’s Certificate of Formation Incorporation and the Limited Liability Company Agreement of the Company (as in effect from time to time, the “LLC Agreement”) Bylaws and of the Investment Company Act, and to the investment objectives, policies and restrictions of the Company, as each of the same shall be from time to time in effect, and subject, further, to such policies and instructions as the Board of Directors may from time to time establish.
(b) The Investment Adviser Manager is hereby authorized to cause the Company to make Company Investments, directly or indirectly through one or more subsidiaries or special purpose purposes vehicles.
(c) The Investment Adviser Manager is hereby authorized, on behalf of the Company and at the direction of the Board of Directors pursuant to delegated authority, to possess, transfer, mortgage, pledge or otherwise deal in, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, Company Investments and other property and funds held or owned by the Company, including, without limitation, exercising and enforcing rights with respect to any claims relating to such Company Investments and other property and funds, including with respect to litigation, bankruptcy or other reorganization.
(d) Subject to the general supervision of the Board of Directors, the Investment Adviser Manager will provide certain administrative services to the Company other than such administrative services provided by the Company’s administrator (such administrator, or any successor administrator, including any affiliate of the Investment AdviserManager, the “Administrator”). The Investment Adviser Manager will, to the extent such services are not required to be performed by the Administrator or others pursuant to a custodian agreement (or a transfer agency agreement to the extent that a person other than the Investment Adviser Manager is serving thereunder as the Company’s transfer agent), (i) provide supervision of all aspects of the Company’s operations not referred to in paragraphs (a) to (c) above; (ii) coordinate with and oversee the services being performed by the Administrator and the Company’s custodian and transfer agent, (iii) provide the Company with personnel to perform such executive, administrative and clerical services as are reasonably necessary to provide effective administration of the Company; (iv) provide on behalf of the Company significant managerial assistance to those portfolio companies of the Company that the Company is required to provide such services to under the Investment Company Act; (v) arrange for, at the Company’s expense, (A) the preparation for the Company of all required tax returns, (B) the preparation and submission of reports to existing holders of equity interests in the Company shareholders and regulatory authorities and (C) the preparation and submission of the Company’s Form 10 or registration statement, as applicable, statement and all other documents necessary to fulfill regulatory requirements and maintain the registration and qualifications of the Company with the SEC Securities and Exchange Commission and other regulatory authorities; (vi) maintain all of the Company’s records and (vii) provide the Company with adequate office space and all necessary office equipment and services including telephone service, heat, utilities, stationery supplies and similar items.
(e) The Investment Adviser Manager will also provide to the Board of Directors such periodic and special reports as it may reasonably request. The Investment Adviser Manager shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(f) The Investment Adviser Manager will maintain all books and records with respect to the Company’s securities transactions required by sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the Investment Company Act (other than those records being maintained by the Administrator or the Company’s custodian or transfer agent) and preserve such records for the periods prescribed therefor by Rule 31a-2 of the Investment Company Act. The Investment Adviser Manager will also provide to the Board of Directors such periodic and special reports as it may reasonably request.
(g) The Investment Adviser Manager will notify the Board of Directors of any change in the Investment AdviserManager’s membership within a reasonable time after such change.
(h) The Investment AdviserManager’s services hereunder are not deemed exclusive and it shall be free to render similar services to others. The Investment Adviser Manager may engage in any other business or render similar or different services to others including, without limitation, the direct or indirect sponsorship or management of other investment-investment based accounts or commingled pools of capital, however structured, having investment objectives similar to those of the Company; provided that its services to the Company hereunder are not impaired thereby. Nothing in this Agreement shall limit or restrict the right of the Investment Adviser Manager or any manager, partner, officer or employee of the Investment Adviser Manager to engage in any other business or to devote his, her or its time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith (including fees for serving as a director of, or providing consulting services to, one or more of the Investmentsinvestments of the Company, subject at all times to applicable law).
(i) The Investment Adviser will not cause the Company to exchange or otherwise dispose of all or substantially all of its assets in a single transaction or series of related transactions, or approve on the Company’s behalf the sale, exchange or other disposition of all or substantially all of its assets in a single transaction or series of related transactions (including, for the avoidance of doubt, pursuant to a listing, initial public offering or merger).
Appears in 2 contracts
Samples: Investment Management Agreement (Goldman Sachs BDC, Inc.), Investment Management Agreement (Goldman Sachs BDC, Inc.)
Management Services. (a) Subject The Adviser undertakes to act as investment adviser of the Fund and shall, subject to the supervision of the Board of Directors Trustees of the Company Trust (the “Board of DirectorsBoard” or the “Trustees”), the Investment Adviser will regularly provide the Company with render investment research, advice and supervision and will furnish continuously an investment program for related services with respect to the Company consistent assets of the Fund in accordance with the investment objectives objectives, policies and policies limitations of the Company. The Investment Adviser will determine from time to time what securities Fund, as provided in its prospectus or statement of additional information and any supplements thereto (collectively, the “Prospectus”) or other investments (each such investment being called herein an “Investment” and collectivelygoverning instruments, “Investments”) shall as may be purchased for the Company, what Investments shall be held or sold by the Company, and what portion of the Investments shall be held uninvested as cash and cash equivalents, subject always to the provisions of the Company’s Certificate of Formation and the Limited Liability Company Agreement of the Company (as in effect amended from time to time, the “LLC Agreement”) and of the Investment Company Act of 1940, as amended and the rules and regulations thereunder (the “1940 Act”), and such other limitations as the Fund may impose upon written notice to the investment objectives, policies and restrictions of the Company, as each of the same shall be from time to time in effect, and subject, further, to such policies and instructions as the Board of Directors may from time to time establishAdviser.
(b) The Investment Adviser is hereby authorized authorized, in its discretion and without prior consultation with the Fund, to cause buy, sell, lend and otherwise trade in any securities and investment instruments on behalf of the Company Fund in accordance with this Agreement. The investment policies and investment actions of the Fund are, and shall at all times be, subject to make Investments, directly or indirectly through one or more subsidiaries or special purpose vehiclesthe control and direction of the Board.
(c) The Investment Adviser is hereby authorizedshall provide the office space, on behalf personnel and equipment reasonably necessary for the operation of the Company and at the direction of the Board of Directors pursuant to delegated authority, to possess, transfer, mortgage, pledge or otherwise deal in, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, Investments and other property and funds held or owned by the Company, including, without limitation, exercising and enforcing rights Fund. The Adviser shall pay with respect to any claims the Fund the salaries and fees of all (i) officers of the Trust; (ii) Trustees of the Trust who are “interested persons” of the Trust or of the Adviser (“Independent Trustees”); and (iii) personnel of the Trust or the Adviser performing services relating to such Investments research, statistical and other property and funds, including with respect to litigation, bankruptcy or other reorganizationinvestment activities.
(d) Subject Without limiting the generality of the foregoing, the Adviser shall:
(i) furnish the Fund with advice and recommendations with respect to the general supervision investment of Fund assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (e.g., placing orders);
(ii) manage and oversee the investments of the Board of DirectorsFund, the Investment Adviser will provide certain administrative services subject to the Company other than such administrative services provided by the Company’s administrator (such administrator, or any successor administrator, including any affiliate ultimate supervision and direction of the Investment AdviserBoard;
(iii) vote proxies for the Fund, file (or arrange for the filing of) ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “Administrator1934 Act”). The Investment Adviser will, to ) for the extent such services are not Fund;
(iv) maintain the books and records required to be performed maintained by the Administrator or others pursuant to a custodian agreement (or a transfer agency agreement Fund, except to the extent that a person other than arrangements have been made for such books and records to be maintained by the Investment Adviser is serving thereunder as the Company’s transfer agent), (i) provide supervision of all aspects administrator or another agent of the Company’s operations not referred to in paragraphs (a) to (c) above; (ii) coordinate with and oversee the services being performed by the Administrator and the Company’s custodian and transfer agent, (iii) provide the Company with personnel to perform such executive, administrative and clerical services as are reasonably necessary to provide effective administration of the Company; (iv) provide on behalf of the Company significant managerial assistance to those portfolio companies of the Company that the Company is required to provide such services to under the Investment Company Act; Fund;
(v) arrange forfurnish reports, at statements and other data regarding securities, economic conditions and other matters related to the Company’s expense, (A) the preparation for the Company of all required tax returns, (B) the preparation and submission of reports to existing holders of equity interests in the Company and regulatory authorities and (C) the preparation and submission investment of the CompanyFund’s Form 10 assets that may be reasonably requested by the administrator or registration statement, as applicable, and all other documents necessary to fulfill regulatory requirements and maintain the registration and qualifications distributor of the Company with Fund or the SEC and other regulatory authoritiesofficers of the Trust; and
(vi) maintain all of render to the CompanyTrustees such periodic and special reports with respect to the Fund’s records and (vii) provide investment activities as the Company with adequate office space and all necessary office equipment and services including telephone service, heat, utilities, stationery supplies and similar itemsTrustees may reasonably request.
(e) The Investment Adviser may aggregate sales and purchase orders of the assets of the Fund with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliates. Whenever the Adviser simultaneously places orders to purchase or sell the same asset on behalf of the Fund and one or more other accounts advised by the Adviser, the orders will also provide be allocated as to the Board of Directors price and amount among all such periodic and special reports as it may reasonably request. The Investment Adviser shall for all purposes herein be deemed accounts in a manner believed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority equitable over time to act for or represent the Company in any way or otherwise be deemed an agent of the Companyeach account.
(f) The Investment Adviser will maintain records relating to portfolio transactions on behalf of the Fund and placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Adviser pursuant to this Agreement required to be prepared and maintained by the Adviser or the Trust pursuant to applicable law. To the extent required by law, the books and records with respect pertaining to the CompanyTrust which are in possession of the Adviser shall be the property of the Trust. The Trust, or its representatives, shall have access to such books and records at all times during the Adviser’s securities transactions required by sub-paragraphs (b)(5)normal business hours. Upon the reasonable request of the Trust, (6), (9) copies of any such books and (10) and paragraph (f) of Rule 31a-1 under the Investment Company Act (other than those records being maintained shall be provided promptly by the Administrator or the Company’s custodian or transfer agent) and preserve such records for the periods prescribed therefor by Rule 31a-2 of the Investment Company Act. The Investment Adviser will also provide to the Board of Directors such periodic and special reports as it may reasonably requestTrust or its representatives.
(g) The Investment Adviser will notify oversee the Board computation of Directors the net asset value and the net income of any change the Fund as described in the Investment Advisercurrently effective registration statement of the Trust under the Securities Act of 1933, as amended (“1933 Act”), and the 1940 Act, and any amendments or supplements thereto (“Registration Statement”) or as more frequently requested by the Board. In addition, the Adviser will provide the Fund’s membership within a custodian and fund accountant on each business day with such information relating to all transactions concerning the Fund’s assets as the custodian and fund accountant may reasonably require to provide contracted for services to the Trust and the Fund. Adviser will also assist in any fair valuation of Fund assets by, among other things, using reasonable time after such changeefforts to arrange for the provision of prices from parties who are not affiliated persons of the Adviser for each asset for which the Fund’s fund accountant cannot obtain prices in the ordinary course of business.
(h) The Investment Adviser on its own initiative will furnish the Board with such information as the Adviser may believe appropriate for keeping the Board informed of important developments affecting the Trust, the Fund and the Adviser’s services hereunder are not deemed exclusive and it shall be free to render similar services to others. The Investment Adviser may engage will notify the Trust of any change of control of the Adviser and any changes in any other business the key personnel who are either the portfolio manager(s) of the Fund or render similar senior management of the Adviser, in each case prior to or different services to others includingpromptly after such change. In addition, without limitationwhenever requested by the Board, the direct or indirect sponsorship or management of other investment-based accounts or commingled pools of capital, however structured, having investment objectives similar to those of the Company; provided that its services Adviser will report to the Company hereunder are not impaired thereby. Nothing in this Agreement shall limit Board on developments related to the Trust, the Fund or restrict the right of the Investment Adviser or any manager, partner, officer or employee of the Investment Adviser to engage in any other business or to devote his, her or its time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith (including fees for serving as a director of, or providing consulting services to, one or more of the Investments, subject at all times to applicable law)Adviser.
(i) The Investment Adviser will not cause the Company to exchange or otherwise dispose of all or substantially all of its assets in a single transaction or series of related transactions, or approve on the Company’s behalf the sale, exchange or other disposition of all or substantially all of its assets in a single transaction or series of related transactions (including, for the avoidance of doubt, pursuant to a listing, initial public offering or merger).
Appears in 2 contracts
Samples: Investment Advisory Agreement (Drexel Hamilton Mutual Funds), Investment Advisory Agreement (Drexel Hamilton Mutual Funds)
Management Services. (a) Subject to the supervision of the Board of Directors of the Company (the “Board of Directors”), the Investment Adviser will regularly provide the Company with investment research, advice and supervision and will furnish continuously an investment program for the Company consistent with the investment objectives and policies of the Company. The Investment Adviser will determine from time to time what securities or other investments (each such investment being called herein an “Investment” and collectively, “Investments”) shall be purchased for the Company, what Investments shall be held or sold by the Company, and what portion of the Investments shall be held uninvested as cash and cash equivalents, subject always to the provisions of the Company’s Certificate of Formation and the Limited Liability Company Agreement of the Company (as in effect from time to time, the “LLC Agreement”) organizational documents and of the Investment Company Act, and to the investment objectives, policies and restrictions of the Company, as each of the same shall be from time to time in effect, and subject, further, to such policies and instructions as the Board of Directors may from time to time establish.
(b) The Investment Adviser is hereby authorized to cause the Company to make Investments, directly or indirectly through one or more subsidiaries or special purpose vehicles.
(c) The Investment Adviser is hereby authorized, on behalf of the Company and at the direction of the Board of Directors pursuant to delegated authority, to possess, transfer, mortgage, pledge or otherwise deal in, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, Investments and other property and funds held or owned by the Company, including, without limitation, exercising and enforcing rights with respect to any claims relating to such Investments and other property and funds, including with respect to litigation, bankruptcy or other reorganization.
(d) Subject to the general supervision of the Board of Directors, the Investment Adviser will provide certain administrative services to the Company other than such administrative services provided by the Company’s administrator (such administrator, or any successor administrator, including any affiliate of the Investment Adviser, the “Administrator”). The Investment Adviser will, to the extent such services are not required to be performed by the Administrator or others pursuant to a custodian agreement (or a transfer agency agreement to the extent that a person other than the Investment Adviser is serving thereunder as the Company’s transfer agent), (i) provide supervision of all aspects of the Company’s operations not referred to in paragraphs (a) to (c) above; (ii) coordinate with and oversee the services being performed by the Administrator and the Company’s custodian and transfer agent, (iii) provide the Company with personnel to perform such executive, administrative and clerical services as are reasonably necessary to provide effective administration of the Company; (iv) provide on behalf of the Company significant managerial assistance to those portfolio companies of the Company that the Company is required to provide such services to under the Investment Company Act; (v) arrange for, at the Company’s expense, (A) the preparation for the Company of all required tax returns, (B) the preparation and submission of reports to existing holders of equity interests in the Company stockholders and regulatory authorities and (C) the preparation and submission of the Company’s Form 10 or registration statement, as applicable, statement and all other documents necessary to fulfill regulatory requirements and maintain the registration and qualifications of the Company with the SEC and other regulatory authorities; (vi) maintain all of the Company’s records and (vii) provide the Company with adequate office space and all necessary office equipment and services including telephone service, heat, utilities, stationery supplies and similar items.
(e) The Investment Adviser will also provide to the Board of Directors such periodic and special reports as it may reasonably request. The Investment Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(f) The Investment Adviser will maintain all books and records with respect to the Company’s securities transactions required by sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the Investment Company Act (other than those records being maintained by the Administrator or the Company’s custodian or transfer agent) and preserve such records for the periods prescribed therefor by Rule 31a-2 of the Investment Company Act. The Investment Adviser will also provide to the Board of Directors such periodic and special reports as it may reasonably request.
(g) The Investment Adviser will notify the Board of Directors of any change in the Investment Adviser’s membership within a reasonable time after such change.
(h) The Investment Adviser’s services hereunder are not deemed exclusive and it shall be free to render similar services to others. The Investment Adviser may engage in any other business or render similar or different services to others including, without limitation, the direct or indirect sponsorship or management of other investment-investment based accounts or commingled pools of capital, however structured, having investment objectives similar to those of the Company; provided that its services to the Company hereunder are not impaired thereby. Nothing in this Agreement shall limit or restrict the right of the Investment Adviser or any manager, partner, officer or employee of the Investment Adviser to engage in any other business or to devote his, her or its time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith (including fees for serving as a director of, or providing consulting services to, one or more of the Investments, subject at all times to applicable law).
(i) The Investment Adviser will not cause the Company to exchange or otherwise dispose of all or substantially all of its assets in a single transaction or series of related transactions, or approve on the Company’s behalf the sale, exchange or other disposition of all or substantially all of its assets in a single transaction or series of related transactions (including, for the avoidance of doubt, pursuant to a listing, initial public offering or merger).
Appears in 1 contract
Samples: Investment Management Agreement (Goldman Sachs Middle Market Lending LLC II)
Management Services. (a) Subject The Company hereby appoints FS Investment Corporation II as Collateral Manager pursuant to the supervision terms and conditions of this Agreement and with the authority to service, administer and exercise rights and remedies, on behalf of the Board of Directors Company, in respect of the Collateral Portfolio. FS Investment Corporation II hereby accepts such appointment and agrees to perform the duties and responsibilities of the Collateral Manager pursuant to the terms hereof. The Collateral Manager and the Company hereby acknowledge that the Administrative Agent and the Secured Parties are third party beneficiaries of the obligations undertaken by the Collateral Manager hereunder.
(the “Board of Directors”), the Investment Adviser b) The Collateral Manager will regularly provide the Company with investment researchthe following services (in accordance with and subject to the applicable requirements of, advice and supervision the restrictions and will furnish continuously an investment program for limitations set forth in, the Company Transaction Documents and the LLC Agreement and subject to and consistent with the investment objectives and policies of Collateral Management Standard):
(i) determining the Company. The Investment Adviser will determine from time to time what securities specific Loans or other investments (each such investment being called herein an “Investment” and collectively, “Investments”) shall assets to be purchased for the Company, what Investments shall be held or sold by the Company, and what portion taking into consideration the payment obligations of the Investments shall be held uninvested as cash Company on each Payment Date under the LSA in so doing, such that expected distributions on the Loans and cash equivalents, other assets of the Company permit a timely performance of the payment obligations by the Company under the LSA;
(ii) effecting the purchase and sale of Loans and all other assets of the Company in accordance with the LSA;
(iii) subject always to the provisions limitations set forth in the LSA, negotiating with Obligors as to proposed amendments and modifications (including, but not limited to, extensions or releases of collateral) of the documentation evidencing and governing the Loans;
(iv) making determinations with respect to the Company’s Certificate exercise (including, but not limited to, any waiver, modification or variation of Formation any provision of an item of Collateral Portfolio unless such waiver, modification or variation would materially impair the collectability of the Collateral Portfolio) of any rights (including, but not limited to, voting rights and rights arising in connection with the bankruptcy or insolvency of an Obligor or the consensual or non-judicial restructuring of the debt or equity of an Obligor) or remedies in connection with the Loans and participating in the committees (official or otherwise) or other groups formed by creditors of an Obligor;
(v) monitoring the Loans and the Limited Liability rest of the Collateral Portfolio on an ongoing basis and providing to the Administrative Agent and the Company Agreement or to any other Person designated by the Company all information and data which is generated by, or reasonably accessible to, the Collateral Manager and which is required under the LSA or requested by the Company in connection with the preparation of all reports, certificates, schedules and other data which the Company is required to prepare and deliver under the LSA, in the form and containing all information required by the LSA, in sufficient time for the Company, or the Person designated by the Company (as in effect from time to timeincluding, but not limited to, the “LLC Agreement”Collateral Custodian), to review such data and prepare and deliver to the parties entitled thereto all such reports, certificates, schedules and other data required by the LSA; and
(vi) maintaining or causing to be maintained all necessary servicing records with respect to the Collateral Portfolio and maintaining and implementing administrative and operating procedures (including, without limitation, an ability to recreate servicing records evidencing the Collateral Portfolio in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Investment Company Act, and to the investment objectives, policies and restrictions of the Company, as each of the same shall be from time to time in effect, and subject, further, to such policies and instructions as the Board of Directors may from time to time establish.
(b) The Investment Adviser is hereby authorized to cause the Company to make Investments, directly or indirectly through one or more subsidiaries or special purpose vehiclesCollateral Portfolio.
(c) The Investment Adviser Company agrees for the benefit of the Collateral Manager and the Administrative Agent to follow the lawful instructions and directions of the Collateral Manager in connection with the Collateral Manager’s services hereunder.
(d) If (i) the Collateral Manager makes a deposit into the Collection Account in respect of an Interest Collection or Principal Collection of a Loan and such Interest Collection or Principal Collection was received by it in the form of a check that is hereby authorizednot honored for any reason or (ii) the Collateral Manager makes a mistake with respect to the amount of any Interest Collection or Principal Collection and deposits an amount that is less than or more than the actual amount of such Interest Collection or Principal Collection, it shall appropriately adjust the amount subsequently deposited into the Collection Account to reflect such dishonored check or mistake. Any Scheduled Payment in respect of which a dishonored check is received shall be deemed not to have been paid.
(e) The Collateral Manager may, in its discretion and consistent with the Collateral Management Standard and the applicable Underlying Instrument, foreclose upon or repossess, as applicable, or otherwise comparably convert the ownership of any Underlying Collateral relating to a defaulted Loan as to which no satisfactory arrangements can be made for collection of delinquent payments; provided that the Company will promptly reimburse the Collateral Manager for any reasonable costs and expenses incurred in connection with the foregoing. The Collateral Manager will comply with the Collateral Management Standard and Applicable Law in realizing upon such Underlying Collateral, and employ practices and procedures including reasonable efforts consistent with the Collateral Management Standard to enforce all obligations of Obligors foreclosing upon, repossessing and causing the sale of such Underlying Collateral at public or private sale in circumstances other than those described in the preceding sentence. Without limiting the generality of the foregoing, unless the Administrative Agent has specifically given instruction to the contrary, the Collateral Manager may cause the sale of any such Underlying Collateral to itself or its Affiliates for a purchase price equal to the then fair value thereof, any such sale to be evidenced by a certificate of an Authorized Person of the Collateral Manager delivered to the Administrative Agent setting forth the Loan, the Underlying Collateral, the sale price of the Underlying Collateral and certifying that such sale price is the fair value of such Underlying Collateral. In any case in which any such Underlying Collateral has suffered damage, the Collateral Manager will not expend funds in connection with any repair or toward the foreclosure or repossession of such Underlying Collateral unless it reasonably determines that such repair and/or foreclosure or repossession will increase the Recoveries by an amount greater than the amount of such expenses. The Collateral Manager will remit to the Collection Account the Recoveries received in connection with the sale or disposition of Underlying Collateral relating to a defaulted Loan.
(f) The Collateral Manager shall (i) engage the Collateral Advisor and the Collateral Sub-Advisor to perform duties and responsibilities as set forth in the Advisory Agreements, (ii) ensure that the Collateral Advisor and the Collateral Sub-Advisor have the authority to service, administer and exercise rights and remedies, on behalf of the Company and at the direction Company, in respect of the Board of Directors pursuant Collateral Portfolio and (iii) use its best efforts to delegated authority, cause each other Borrower Advisor to possess, transfer, mortgage, pledge or otherwise deal in, and exercise all rights, powers, privileges and other incidents of ownership or possession render services under the Advisory Agreements in accordance with respect to, Investments and other property and funds held or owned by the Company, including, without limitation, exercising and enforcing rights with respect to any claims relating to such Investments and other property and funds, including with respect to litigation, bankruptcy or other reorganizationCollateral Management Standard.
(dg) Subject The Collateral Manager shall comply with all of the terms and conditions of and perform all the duties and functions that have been specifically delegated to it under this Agreement. The Company agrees that it will promptly provide a copy of each amendment to the general supervision LSA to the Collateral Manager and will not permit any amendment to the LSA that adversely affects in any material respects the duties or liabilities of the Board Collateral Manager to become effective unless the Collateral Manager has been given prior written notice of Directors, the Investment Adviser will provide certain administrative services to such amendment and consented thereto in writing. The Collateral Manager shall cause any purchase or sale of any Loans or other assets of the Company other than such administrative services provided by to be conducted on an arm’s length basis or on terms that would be obtained in an arm’s length transaction in compliance with Section 2 and Section 8.
(h) To the Company’s administrator (such administrator, extent necessary or any successor administrator, including any affiliate appropriate to perform all of the Investment Adviser, the “Administrator”). The Investment Adviser will, to the extent such services are not required duties to be performed by it hereunder, the Administrator or others pursuant Collateral Manager shall have the power to a custodian agreement (or a transfer agency agreement to the extent that a person other than the Investment Adviser is serving thereunder as the Company’s transfer agent)negotiate, (i) provide supervision of execute and deliver all aspects of the Company’s operations not referred to in paragraphs (a) to (c) above; (ii) coordinate with necessary documents and oversee the services being performed by the Administrator and the Company’s custodian and transfer agent, (iii) provide the Company with personnel to perform such executive, administrative and clerical services as are reasonably necessary to provide effective administration of the Company; (iv) provide instruments on behalf of the Company significant managerial assistance with respect to those portfolio companies any Loan or other asset of the Company.
(i) Notwithstanding anything to the contrary herein, the Collateral Manager shall only be permitted to take actions hereunder with respect to any asset of the Company permitted by this Agreement or to the extent that the Company is expressly permitted to take such actions under the LSA.
(j) In addition to, and without limiting, the duties set forth in this Section 1, the Collateral Manager acknowledges that the Company is required to provide such services cause it to under deliver the Investment Company Act; (v) arrange for, at the Company’s expense, (A) the preparation for the Company of all required tax returns, (B) the preparation and submission of reports to existing holders of equity interests items specified in the Company and regulatory authorities and (C) the preparation and submission following sections of the Company’s Form 10 or registration statementLSA: Section 6.07, as applicableSection 6.08 and Section 6.09, and all other documents necessary to fulfill regulatory the Collateral Manager acknowledges that it has read and understood the requirements and maintain the registration and qualifications of the Company foregoing sections and hereby agrees to deliver those specified items subject to and in accordance with the SEC terms of such sections and other regulatory authoritiesthis Agreement; (vi) maintain all of provided that, if any such item allows the Company’s records and (vii) provide the Company with adequate office space and all necessary office equipment and services including telephone service, heat, utilities, stationery supplies and similar items.
(e) The Investment Adviser will also provide Collateral Manager to the Board of Directors such periodic and special reports as it may reasonably request. The Investment Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(f) The Investment Adviser will maintain all books and records exercise discretion with respect to the Company’s securities transactions content thereof, such discretion shall be subject to the Collateral Management Standard. For the avoidance of doubt, no calculation required by sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the Investment Company Act above referenced sections (other than those records being maintained by the Administrator or the Company’s custodian or transfer agent) and preserve such records for the periods prescribed therefor by Rule 31a-2 of the Investment Company Act. The Investment Adviser will also provide to the Board of Directors such periodic and special reports as it may reasonably request.
(g) The Investment Adviser will notify the Board of Directors of any change in the Investment Adviser’s membership within a reasonable time after such change.
(h) The Investment Adviser’s services hereunder are not deemed exclusive and it shall be free to render similar services to others. The Investment Adviser may engage in any other business or render similar or different services to others including, without limitation, the direct or indirect sponsorship or management of other investment-based accounts or commingled pools of capital, however structured, having investment objectives similar to those a calculation of the Company; provided that its services to the Company hereunder are not impaired thereby. Nothing in this Agreement shall limit or restrict the right Borrowing Base) is a discretionary act of the Investment Adviser or any manager, partner, officer or employee of the Investment Adviser to engage in any other business or to devote his, her or its time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith (including fees for serving as a director of, or providing consulting services to, one or more of the Investments, subject at all times to applicable law)Collateral Manager.
(ik) The Investment Adviser will not cause In addition to, and without limiting, the duties set forth in this Section 1, the Collateral Manager acknowledges that the Company is authorized or required to exchange or otherwise dispose cause it to perform functions specified in the following sections of all or substantially all the LSA: the definitions of its assets “Assigned Value”, “Borrowing Base Certificate”, “Broadly Syndicated Loan”, “Credit Risk Loan”, “Fixed Rate Loan”, “Insurance Proceeds”, “Large Middle Market Loan”, “Recoveries”, “Senior Net Leverage Ratio”, “Senior Secured Bond”, “Total Net Leverage Ratio”, “Traditional Middle Market Loan”, and clause (bb) of the definition of “Loan Tape”, each in a single transaction or series Section 1.01, Section 2.06(c), Section 2.15(a), Section 2.18 and Section 2.19, and the Collateral Manager acknowledges that it has read and understood the requirements of related transactions, or approve on the Company’s behalf foregoing sections and hereby agrees to perform those specified functions subject to and in accordance with the sale, exchange or other disposition terms of all or substantially all of its assets in a single transaction or series of related transactions (including, for this Agreement and subject to and consistent with the avoidance of doubt, pursuant to a listing, initial public offering or merger)Collateral Management Standard.
Appears in 1 contract
Samples: Collateral Management Agreement (FS Investment Corp II)
Management Services. (a) Subject to the supervision of the Board of Directors of the Company (the “Board of Directors”), the Investment Adviser will regularly provide the Company with investment research, advice and supervision and will furnish continuously an investment program for the Company consistent with the investment objectives and policies of the Company. The Investment Adviser It will determine from time to time what securities or other investments (each such investment being called herein an “Investment” and collectively, “Investments”) shall be purchased for the Company, what Investments shall be held or sold by the Company, and what portion of the Investments shall be held uninvested as cash and cash equivalents, subject always to the provisions of the Company’s Certificate of Formation and the Limited Liability Company Agreement of the Company (as in effect from time to time, the “LLC Agreement”) and of the Investment Company Act, and to the investment objectives, policies and restrictions of the Company, as each of the same shall be from time to time in effect, and subject, further, to such policies and instructions as the Board of Directors may from time to time establish.
(b) The Investment Adviser is hereby authorized to cause the Company to make Investments, directly or indirectly through one or more subsidiaries or special purpose vehicles.
(c) The Investment Adviser is hereby authorized, on behalf of the Company and at the direction of the Board of Directors pursuant to delegated authority, to possess, transfer, mortgage, pledge or otherwise deal in, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, Investments and other property and funds held or owned by the Company, including, without limitation, exercising and enforcing rights with respect to any claims relating to such Investments and other property and funds, including with respect to litigation, bankruptcy or other reorganization.
(d) Subject to the general supervision of the Board of Directors, the Investment Adviser will provide certain administrative services to the Company other than such administrative services provided by the Company’s administrator (such administrator, or any successor administrator, including any affiliate of the Investment Adviser, the “Administrator”). The Investment Adviser will, to the extent such services are not required to be performed by the Administrator or others pursuant to a custodian agreement (or a transfer agency agreement to the extent that a person other than the Investment Adviser is serving thereunder as the Company’s transfer agent), (i) provide supervision of all aspects of the Company’s operations not referred to in paragraphs (a) to (c) above; (ii) coordinate with and oversee the services being performed by the Administrator and the Company’s custodian and transfer agent, (iii) provide the Company with personnel to perform such executive, administrative and clerical services as are reasonably necessary to provide effective administration of the Company; (iv) provide on behalf of the Company significant managerial assistance to those portfolio companies of the Company that the Company is required to provide such services to under the Investment Company Act; (v) arrange for, at the Company’s expense, (A) the preparation for the Company of all required tax returns, (B) the preparation and submission of reports to existing holders of equity interests in the Company and regulatory authorities and (C) the preparation and submission of the Company’s Form 10 or registration statement, as applicable, and all other documents necessary to fulfill regulatory requirements and maintain the registration and qualifications of the Company with the SEC and other regulatory authorities; (vi) maintain all of the Company’s records and (vii) provide the Company with adequate office space and all necessary office equipment and services including telephone service, heat, utilities, stationery supplies and similar items.
(e) The Investment Adviser will also provide to the Board of Directors such periodic and special reports as it may reasonably request. The Investment Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(f) The Investment Adviser will maintain all books and records with respect to the Company’s securities transactions required by sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the Investment Company Act (other than those records being maintained by the Administrator or the Company’s custodian or transfer agent) and preserve such records for the periods prescribed therefor by Rule 31a-2 31a¬2 of the Investment Company Act. The Investment Adviser will also provide to the Board of Directors such periodic and special reports as it may reasonably request.
(g) The Investment Adviser will notify the Board of Directors of any change in the Investment Adviser’s membership within a reasonable time after such change.
(h) The Investment Adviser’s services hereunder are not deemed exclusive exclusive, and it shall be free to render similar services to others. The Investment Adviser may engage in any other business or render similar or different services to others including, without limitation, the direct or indirect sponsorship or management of other investment-investment based accounts or commingled pools of capital, however structured, having investment objectives similar to those of the Company; provided that its services to the Company hereunder are not impaired thereby. Nothing in this Agreement shall limit or restrict the right of the Investment Adviser or any manager, partner, officer or employee of the Investment Adviser to engage in any other business or to devote his, her or its time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith (including fees for serving as a director of, or providing consulting services to, one or more of the Investments, subject at all times to applicable law).
(i) The Investment Adviser will not cause the Company to exchange or otherwise dispose of all or substantially all of its assets in a single transaction or series of related transactions, or approve on the Company’s behalf the sale, exchange or other disposition of all or substantially all of its assets in a single transaction or series of related transactions (including, for the avoidance of doubt, pursuant to a listing, initial public offering or merger).
Appears in 1 contract
Samples: Investment Management and Advisory Agreement (Goldman Sachs Private Middle Market Credit II LLC)
Management Services. (a) Subject to the supervision of the Board of Directors of the Company (the “Board of Directors”), the Investment Adviser will regularly provide the Company Fund with investment research, advice and supervision and will furnish continuously an investment program for the Company Fund consistent with the investment objectives and policies of the CompanyFund. The Investment Adviser will determine from time to time what securities or other investments (each such investment being called herein an a “Fund Investment” and collectively, “Fund Investments”) shall be purchased for the CompanyFund, what Fund Investments shall be held or sold by the CompanyFund, and what portion of the Fund Investments shall be held uninvested as cash and cash equivalents, subject always to the provisions of the CompanyFund’s Certificate of Formation and the Limited Liability Company Agreement of the Company (as in effect from time to time, the “LLC Agreement”) organizational documents and of the Investment Company Act, and to the investment objectives, policies and restrictions of the CompanyFund, as each of the same shall be from time to time in effect, and subject, further, to such policies and instructions as the Board of Directors may from time to time establish.
(b) The Investment Adviser is hereby authorized to cause the Company Fund to make Fund Investments, directly or indirectly indirectly, through one or more subsidiaries or special purpose vehicles.
(c) The Investment Adviser is hereby authorized, on behalf of the Company Fund and at the direction of the Board of Directors pursuant to delegated authority, to possess, transfer, mortgage, pledge or otherwise deal in, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, Fund Investments and other property and funds held or owned by the CompanyFund, including, without limitation, exercising and enforcing rights with respect to any claims relating to such Fund Investments and other property and funds, including with respect to litigation, bankruptcy or other reorganization.
(d) Subject to the general supervision of the Board of Directors, the Investment Adviser will provide certain administrative services to the Company Fund other than such administrative services provided by the CompanyFund’s administrator (such administrator, or any successor administrator, including any affiliate of the Investment Adviser, the “Administrator”). The Investment Adviser will, to the extent such services are not required to be performed by the Administrator or others pursuant to a custodian agreement (or a transfer agency agreement to the extent that a person other than the Investment Adviser is serving thereunder as the CompanyFund’s transfer agent), (i) provide supervision of all aspects of the CompanyFund’s operations not referred to in paragraphs (a) to (c) above; (ii) coordinate with and oversee the services being performed by the Administrator and the CompanyFund’s custodian and transfer agent, (iii) provide the Company Fund with personnel to perform such executive, administrative and clerical services as are reasonably necessary to provide effective administration of the CompanyFund; (iv) provide provide, on behalf of the Company Fund, significant managerial assistance to those portfolio companies of the Company Fund that the Company Fund is required to provide such services to under the Investment Company Act; (v) arrange for, at the CompanyFund’s expense, (A) the preparation for the Company Fund of all required tax returns, (B) the preparation and submission of reports to existing holders of equity interests in the Company stockholders and regulatory authorities and (C) the preparation and submission of the CompanyFund’s Form 10 or registration statement, as applicable, statement and all other documents necessary to fulfill regulatory requirements and maintain the registration and qualifications of the Company Fund with the SEC and other regulatory authorities; (vi) maintain all of the CompanyFund’s records and (vii) provide the Company Fund with adequate office space and all necessary office equipment and services including telephone service, heat, utilities, stationery supplies and similar items.
(e) The Investment Adviser will also provide to the Board of Directors such periodic and special reports as it may reasonably request. The Investment Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Company Fund in any way or otherwise be deemed an agent of the CompanyFund.
(f) The Investment Adviser will maintain all books and records with respect to the CompanyFund’s securities transactions required by sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the Investment Company Act (other than those records being maintained by the Administrator or the CompanyFund’s custodian or transfer agent) and preserve such records for the periods prescribed therefor by Rule 31a-2 of the Investment Company Act. The Investment Adviser will also provide to the Board of Directors such periodic and special reports as it may reasonably request.
(g) The Investment Adviser will notify the Board of Directors of any change in the Investment Adviser’s membership within a reasonable time after such change.
(h) The Investment Adviser’s services hereunder are not deemed exclusive exclusive, and it shall be free to render similar services to others. The Investment Adviser may engage in any other business or render similar or different services to others including, without limitation, the direct or indirect sponsorship or management of other investment-investment based accounts or commingled pools of capital, however structured, having investment objectives similar to those of the CompanyFund; provided that its services to the Company Fund hereunder are not impaired thereby. Nothing in this Agreement shall limit or restrict the right of the Investment Adviser or any manager, partner, officer or employee of the Investment Adviser to engage in any other business or to devote his, her or its time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith (including fees for serving as a director of, or providing consulting services to, one or more of the Fund Investments, subject at all times to applicable law).
(i) The Investment Adviser will not cause shall, upon request by an official or agency administering the Company securities laws of a state (a “State Administrator”), submit to exchange or otherwise dispose such State Administrator the reports and statements required to be distributed to the Fund’s stockholders pursuant to this Agreement, any registration statement filed with the SEC and applicable federal and state law.
(j) The Investment Adviser has a fiduciary responsibility and duty to the Fund for the safekeeping and use of all the funds and assets of the Fund, whether or substantially all of its assets not in a single transaction the Investment Adviser’s immediate possession or series of related transactionscontrol. The Investment Adviser shall not employ, or approve on the Company’s behalf the salepermit another to employ, exchange such funds or other disposition of all or substantially all of its assets in a single transaction or series of related transactions (including, except for the avoidance exclusive benefit of doubt, pursuant the Fund. The Investment Adviser shall not contract away any fiduciary obligation owed by the Investment Adviser to a listing, initial public offering or merger)the Fund’s stockholders under common law.
Appears in 1 contract
Samples: Investment Management Agreement (Goldman Sachs Private Credit Fund LLC)
Management Services. (a) Subject The Adviser undertakes to act as an investment adviser of each Fund and shall, subject to the supervision of the Trust's Board of Directors Trustees (the "Board"), direct the investments of the Company (the “Board of Directors”), the Investment Adviser will regularly provide the Company with investment research, advice and supervision and will furnish continuously an investment program for the Company consistent Funds in accordance with the investment objectives objectives, policies and policies of limitations, as provided in the Company. The Investment Adviser will determine from time to time what securities Funds' Prospectuses or other investments (each such investment being called herein an “Investment” and collectivelygoverning instruments, “Investments”) shall be purchased for the Company, what Investments shall be held or sold by the Company, and what portion of the Investments shall be held uninvested as cash and cash equivalents, subject always to the provisions of the Company’s Certificate of Formation and the Limited Liability Company Agreement of the Company (as in effect amended from time to time, the “LLC Agreement”) and of the Investment Company Act, Act of 1940 and to the investment objectives, policies and restrictions of the Companyrules thereunder, as each of the same shall be amended from time to time in effect(the "1940 Act"), and subject, further, to such policies and instructions other limitations as the Board of Directors Funds may from time impose by notice in writing to time establish.
(b) the Adviser. The Investment Adviser is hereby authorized to cause shall also furnish for the Company to make Investments, directly or indirectly through one or more subsidiaries or special purpose vehicles.
(c) The Investment Adviser is hereby authorized, on behalf use of the Company and at the direction of the Board of Directors pursuant to delegated authority, to possess, transfer, mortgage, pledge or otherwise deal in, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, Investments and other property and funds held or owned by the Company, including, without limitation, exercising and enforcing rights with respect to any claims relating to such Investments and other property and funds, including with respect to litigation, bankruptcy or other reorganization.
(d) Subject to the general supervision of the Board of Directors, the Investment Adviser will provide certain administrative services to the Company other than such administrative services provided by the Company’s administrator (such administrator, or any successor administrator, including any affiliate of the Investment Adviser, the “Administrator”). The Investment Adviser will, to the extent such services are not required to be performed by the Administrator or others pursuant to a custodian agreement (or a transfer agency agreement to the extent that a person other than the Investment Adviser is serving thereunder as the Company’s transfer agent), (i) provide supervision of all aspects of the Company’s operations not referred to in paragraphs (a) to (c) above; (ii) coordinate with and oversee the services being performed by the Administrator and the Company’s custodian and transfer agent, (iii) provide the Company with personnel to perform such executive, administrative and clerical services as are reasonably necessary to provide effective administration of the Company; (iv) provide on behalf of the Company significant managerial assistance to those portfolio companies of the Company that the Company is required to provide such services to under the Investment Company Act; (v) arrange for, at the Company’s expense, (A) the preparation for the Company of all required tax returns, (B) the preparation and submission of reports to existing holders of equity interests in the Company and regulatory authorities and (C) the preparation and submission of the Company’s Form 10 or registration statement, as applicable, and all other documents necessary to fulfill regulatory requirements and maintain the registration and qualifications of the Company with the SEC and other regulatory authorities; (vi) maintain all of the Company’s records and (vii) provide the Company with adequate Funds office space and all necessary office facilities, equipment and personnel for servicing the investments of the Funds; and shall pay the salaries and fees of all officers of the Trust, of all Trustees of the Trust who are "interested persons" of the Trust or of the Adviser and of all personnel of the Trust or the Adviser performing services relating to research, statistical and investment activities. The Adviser is authorized, in its discretion and without prior consultation with the Funds, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Funds. The investment policies and all other actions of the Funds are, and shall at all times be, subject to the control and direction of the Board. The Adviser shall perform (or arrange for the performance by its affiliates of) the management and administrative services necessary for the operation of the Trust. The Adviser shall, subject to the supervision of the Board, perform various services for the Funds, including telephone servicebut not limited to: (i) providing the Funds with office space, heatequipment and facilities (which may be their own) for maintaining their organization; (ii) on behalf of the Funds, utilitiessupervising relations with, stationery supplies and similar items.
monitoring the performance of, custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary or desirable; (eiii) preparing all general shareholder communications, including shareholder reports; (iv) conducting shareholder relations; (v) maintaining the Trust's existence and its records; (vi) during such times as shares are publicly offered, maintaining the registration and qualification of the Funds' shares under federal and state law; and (vii) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Funds as investment vehicles. The Investment Adviser will shall also provide furnish such reports, evaluations, information or analyses to the Trust as the Board may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Board of Directors such periodic and special reports as it may reasonably request. The Investment Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(f) The Investment Adviser will maintain all books and records with respect to the Company’s securities transactions required by sub-paragraphs (b)(5)Trust's policies, (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the Investment Company Act (other than those records being maintained shall carry out such policies as are adopted by the Administrator or the Company’s custodian or transfer agent) and preserve such records for the periods prescribed therefor by Rule 31a-2 of the Investment Company ActTrustees. The Investment Adviser will also provide to the Board of Directors such periodic and special reports as it may reasonably request.
(g) The Investment Adviser will notify the Board of Directors of any change in the Investment Adviser’s membership within a reasonable time after such change.
(h) The Investment Adviser’s services hereunder are not deemed exclusive and it shall be free to render similar services to others. The Investment Adviser may engage in any other business or render similar or different services to others including, without limitation, the direct or indirect sponsorship or management of other investment-based accounts or commingled pools of capital, however structured, having investment objectives similar to those of the Company; provided that its services to the Company hereunder are not impaired thereby. Nothing in this Agreement shall limit or restrict the right of the Investment Adviser or any manager, partner, officer or employee of the Investment Adviser to engage in any other business or to devote his, her or its time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith (including fees for serving as a director of, or providing consulting services to, one or more of the Investmentsshall, subject at all times to applicable law)review by the Board, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Agreement.
(i) The Investment Adviser will not cause the Company to exchange or otherwise dispose of all or substantially all of its assets in a single transaction or series of related transactions, or approve on the Company’s behalf the sale, exchange or other disposition of all or substantially all of its assets in a single transaction or series of related transactions (including, for the avoidance of doubt, pursuant to a listing, initial public offering or merger).
Appears in 1 contract
Samples: Investment Management Agreement (Vericimetry Funds)
Management Services. (a) Subject to the supervision of the Board of Directors of the Company (the “Board of Directors”), the The Investment Adviser Manager will regularly provide the Company with investment research, advice and supervision and will furnish continuously an investment program for the Company consistent with the investment objectives and policies of the Company. The Investment Adviser It will determine from time to time what securities or other investments (each such investment being called herein an a “Company Investment” and collectively, “Company Investments”) shall be purchased for the Company, what Company Investments shall be held or sold by the Company, and what portion of the Company Investments shall be held uninvested as cash and cash equivalents, subject always to the provisions of the Company’s Certificate of Formation Incorporation and the Limited Liability Company Agreement of the Company (as in effect from time to time, the “LLC Agreement”) Bylaws and of the Investment Company Act, and to the investment objectives, policies and restrictions of the Company, as each of the same shall be from time to time in effect, and subject, further, to such policies and instructions as the Board of Directors may from time to time establish.
(b) The Investment Adviser Manager is hereby authorized to cause the Company to make Company Investments, directly or indirectly through one or more subsidiaries or special purpose vehicles.
(c) The Investment Adviser Manager is hereby authorized, on behalf of the Company and at the direction of the Board of Directors pursuant to delegated authority, to possess, transfer, mortgage, pledge or otherwise deal in, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, Company Investments and other property and funds held or owned by the Company, including, without limitation, exercising and enforcing rights with respect to any claims relating to such Company Investments and other property and funds, including with respect to litigation, bankruptcy or other reorganization.
(d) Subject to the general supervision of the Board of Directors, the Investment Adviser Manager will provide certain administrative services to the Company other than such administrative services provided by the Company’s administrator (such administrator, or any successor administrator, including any affiliate of the Investment AdviserManager, the “Administrator”). The Investment Adviser Manager will, to the extent such services are not required to be performed by the Administrator or others pursuant to a custodian agreement (or a transfer agency agreement to the extent that a person other than the Investment Adviser Manager is serving thereunder as the Company’s transfer agent), (i) provide supervision of all aspects of the Company’s operations not referred to in paragraphs (a) to (c) above; (ii) coordinate with and oversee the services being performed by the Administrator and the Company’s custodian and transfer agent, (iii) provide the Company with personnel to perform such executive, administrative and clerical services as are reasonably necessary to provide effective administration of the Company; (iv) provide on behalf of the Company significant managerial assistance to those portfolio companies of the Company that the Company is required to provide such services to under the Investment Company Act; (v) arrange for, at the Company’s expense, (A) the preparation for the Company of all required tax returns, (B) the preparation and submission of reports to existing holders of equity interests in the Company shareholders and regulatory authorities and (C) the preparation and submission of the Company’s Form 10 or registration statement, as applicable, statement and all other documents necessary to fulfill regulatory requirements and maintain the registration and qualifications of the Company with the SEC Securities and Exchange Commission and other regulatory authorities; (vi) maintain all of the Company’s records and (vii) provide the Company with adequate office space and all necessary office equipment and services including telephone service, heat, utilities, stationery supplies and similar items.
(e) The Investment Adviser Manager will also provide to the Board of Directors such periodic and special reports as it may reasonably request. The Investment Adviser Manager shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(f) The Investment Adviser Manager will maintain all books and records with respect to the Company’s securities transactions required by sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the Investment Company Act (other than those records being maintained by the Administrator or the Company’s custodian or transfer agent) and preserve such records for the periods prescribed therefor by Rule 31a-2 of the Investment Company Act. The Investment Adviser Manager will also provide to the Board of Directors such periodic and special reports as it may reasonably request.
(g) The Investment Adviser Manager will notify the Board of Directors of any change in the Investment AdviserManager’s membership within a reasonable time after such change.
(h) The Investment AdviserManager’s services hereunder are not deemed exclusive and it shall be free to render similar services to others. The Investment Adviser Manager may engage in any other business or render similar or different services to others including, without limitation, the direct or indirect sponsorship or management of other investment-investment based accounts or commingled pools of capital, however structured, having investment objectives similar to those of the Company; provided that its services to the Company hereunder are not impaired thereby. Nothing in this Agreement shall limit or restrict the right of the Investment Adviser Manager or any manager, partner, officer or employee of the Investment Adviser Manager to engage in any other business or to devote his, her or its time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith (including fees for serving as a director of, or providing consulting services to, one or more of the Company Investments, subject at all times to applicable law).
(i) The Investment Adviser will not cause the Company to exchange or otherwise dispose of all or substantially all of its assets in a single transaction or series of related transactions, or approve on the Company’s behalf the sale, exchange or other disposition of all or substantially all of its assets in a single transaction or series of related transactions (including, for the avoidance of doubt, pursuant to a listing, initial public offering or merger).
Appears in 1 contract
Management Services. (a) Subject The Adviser undertakes to act as investment adviser of each Fund and shall, subject to the supervision of the Board of Directors Trustees of the Company Trust (the “Board of DirectorsBoard” or the “Trustees”), the Investment Adviser will regularly provide the Company with render investment research, advice and supervision and will furnish continuously an investment program for related services with respect to the Company consistent assets of the Fund in accordance with the investment objectives objectives, policies and policies limitations of the Company. The Investment Adviser will determine from time to time what securities Fund, as provided in its prospectus or statement of additional information and any supplements thereto (collectively, the “Prospectus”) or other investments (each such investment being called herein an “Investment” and collectivelygoverning instruments, “Investments”) shall as may be purchased for the Company, what Investments shall be held or sold by the Company, and what portion of the Investments shall be held uninvested as cash and cash equivalents, subject always to the provisions of the Company’s Certificate of Formation and the Limited Liability Company Agreement of the Company (as in effect amended from time to time, the Investment Company Act of 1940, as amended and the rules and regulations thereunder (the “LLC Agreement1940 Act”) and ), applicable provisions of the Investment Company ActInternal Revenue Code of 1986, as amended and such other limitations as the Fund may impose upon written notice to the investment objectives, policies and restrictions of the Company, as each of the same shall be from time to time in effect, and subject, further, to such policies and instructions as the Board of Directors may from time to time establishAdviser.
(b) The Investment Adviser is hereby authorized authorized, in its discretion and without prior consultation with the Fund, to cause buy, sell, lend and otherwise trade in any securities and investment instruments on behalf of the Company Fund in accordance with this Agreement. The investment policies and investment actions of the Fund are, and shall at all times be, subject to make Investments, directly or indirectly through one or more subsidiaries or special purpose vehiclesthe control and direction of the Board.
(c) The Investment Adviser is hereby authorizedshall provide the office space, on behalf personnel and equipment reasonably necessary for the operation of the Company and at the direction of the Board of Directors pursuant to delegated authority, to possess, transfer, mortgage, pledge or otherwise deal in, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, Investments and other property and funds held or owned by the Company, including, without limitation, exercising and enforcing rights Fund. The Adviser shall pay with respect to any claims each Fund the salaries and fees of all (i) officers of the Trust; (ii) Trustees of the Trust who are “interested persons” of the Trust or of the Adviser (“Interested Trustees”); and (iii) personnel of the Trust or the Adviser performing services relating to such Investments research, statistical and other property and funds, including with respect to litigation, bankruptcy or other reorganizationinvestment activities.
(d) Subject Without limiting the generality of the foregoing, the Adviser shall:
(i) furnish each Fund with advice and recommendations with respect to the general investment of Fund assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (e.g., placing orders);
(ii) manage and oversee the investments of each Fund, subject to the ultimate supervision and direction of the Board of DirectorsBoard;
(iii) vote proxies for each Fund, file (or arrange for the Investment Adviser will provide certain administrative services to the Company other than such administrative services provided by the Company’s administrator (such administrator, or any successor administrator, including any affiliate filing of) ownership reports under Section 13 of the Investment Adviser, Securities Exchange Act of 1934 (the “Administrator1934 Act”). The Investment Adviser will, to ) for the extent such services are not Fund;
(iv) maintain the books and records required to be performed maintained by the Administrator or others pursuant to a custodian agreement (or a transfer agency agreement Funds, except to the extent that a person other than arrangements have been made for such books and records to be maintained by the Investment Adviser is serving thereunder as the Company’s transfer agent), (i) provide supervision of all aspects administrator or another agent of the Company’s operations not referred to in paragraphs (a) to (c) above; (ii) coordinate with and oversee the services being performed by the Administrator and the Company’s custodian and transfer agent, (iii) provide the Company with personnel to perform such executive, administrative and clerical services as are reasonably necessary to provide effective administration of the Company; (iv) provide on behalf of the Company significant managerial assistance to those portfolio companies of the Company that the Company is required to provide such services to under the Investment Company Act; Funds;
(v) arrange forfurnish reports, at statements and other data regarding securities, economic conditions and other matters related to the Companyinvestment of each Fund’s expense, (A) assets that may be reasonably requested by the preparation for the Company of all required tax returns, (B) the preparation and submission of reports to existing holders of equity interests in the Company and regulatory authorities and (C) the preparation and submission administrator or distributor of the Company’s Form 10 Fund or registration statement, as applicable, and all other documents necessary to fulfill regulatory requirements and maintain the registration and qualifications officers of the Company with the SEC and other regulatory authoritiesTrust; and
(vi) maintain all of render to the CompanyTrustees such periodic and special reports with respect to each Fund’s records and (vii) provide investment activities as the Company with adequate office space and all necessary office equipment and services including telephone service, heat, utilities, stationery supplies and similar itemsTrustees may reasonably request.
(e) The Investment Adviser may aggregate sales and purchase orders of the assets of a Fund with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliates. Whenever the Adviser simultaneously places orders to purchase or sell the same asset on behalf of a Fund and one or more other accounts advised by the Adviser, the orders will also provide be allocated as to the Board of Directors price and amount among all such periodic and special reports as it may reasonably request. The Investment Adviser shall for all purposes herein be deemed accounts in a manner believed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority equitable over time to act for or represent the Company in any way or otherwise be deemed an agent of the Companyeach account.
(f) The Investment Adviser will maintain records relating to portfolio transactions on behalf of the Funds and placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Adviser pursuant to this Agreement required to be prepared and maintained by the Adviser or the Trust pursuant to applicable law. To the extent required by law, the books and records with respect pertaining to the CompanyTrust which are in possession of the Adviser shall be the property of the Trust. The Trust, or its representatives, shall have access to such books and records at all times during the Adviser’s securities transactions required by sub-paragraphs (b)(5)normal business hours. Upon the reasonable request of the Trust, (6), (9) copies of any such books and (10) and paragraph (f) of Rule 31a-1 under the Investment Company Act (other than those records being maintained shall be provided promptly by the Administrator or the Company’s custodian or transfer agent) and preserve such records for the periods prescribed therefor by Rule 31a-2 of the Investment Company Act. The Investment Adviser will also provide to the Board of Directors such periodic and special reports as it may reasonably requestTrust or its representatives.
(g) The Investment Adviser will notify oversee the Board computation of Directors the net asset value and the net income of any change each Fund as described in the Investment Advisercurrently effective registration statement of the Trust under the Securities Act of 1933, as amended (“1933 Act”), and the 1940 Act, and any amendments or supplements thereto (“Registration Statement”) or as more frequently requested by the Board. In addition, on each business day, the Adviser will provide the Fund’s membership within custodian and fund accountant with such information relating to all transactions concerning the Fund’s assets as the custodian and fund accountant may reasonably require to provide contracted for services to the Trust and/or the Funds. Adviser will also assist in any fair valuation of Fund assets by, among other things, using reasonable efforts to arrange for the provision of prices from parties who are not affiliated persons of the Adviser for each asset for which a reasonable time after such changeFund’s fund accountant cannot obtain prices in the ordinary course of business.
(h) The Investment Adviser on its own initiative will furnish the Board with such information as the Adviser may believe appropriate for keeping the Board informed of important developments affecting the Trust, the Fund and the Adviser’s services hereunder are not deemed exclusive and it shall be free to render similar services to others. The Investment Adviser may engage will notify the Trust of any change of control of the Adviser and any changes in any other business the key personnel who are either the portfolio manager(s) of a Fund or render similar or different services to others including, without limitation, the direct or indirect sponsorship or senior management of other investment-based accounts the Adviser, in each case prior to or commingled pools of capitalpromptly after such change. In addition, however structuredwhenever requested by the Board, having investment objectives similar to those of the Company; provided that its services Adviser will report to the Company hereunder are not impaired thereby. Nothing in this Agreement shall limit Board on developments related to the Trust, any Fund or restrict the right of the Investment Adviser or any manager, partner, officer or employee of the Investment Adviser to engage in any other business or to devote his, her or its time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith (including fees for serving as a director of, or providing consulting services to, one or more of the Investments, subject at all times to applicable law)Adviser.
(i) The Investment Adviser will not cause the Company to exchange or otherwise dispose of all or substantially all of its assets in a single transaction or series of related transactions, or approve on the Company’s behalf the sale, exchange or other disposition of all or substantially all of its assets in a single transaction or series of related transactions (including, for the avoidance of doubt, pursuant to a listing, initial public offering or merger).
Appears in 1 contract
Samples: Investment Advisory Agreement (Drexel Hamilton Mutual Funds)
Management Services. (a) Subject The Adviser undertakes to act as investment adviser of the Fund and shall, subject to the supervision of the Board of Directors Trustees of the Company Trust (the “Board of Directors”"Board" or the "Trustees"), the Investment Adviser will regularly provide the Company with render investment research, advice and supervision and will furnish continuously an investment program for related services with respect to the Company consistent assets of the Fund in accordance with the investment objectives objectives, policies and policies limitations of the Company. The Investment Adviser will determine from time to time what securities Fund, as provided in its prospectus or statement of additional information and any supplements thereto (collectively, the "Prospectus") or other investments (each such investment being called herein an “Investment” and collectivelygoverning instruments, “Investments”) shall as may be purchased for the Company, what Investments shall be held or sold by the Company, and what portion of the Investments shall be held uninvested as cash and cash equivalents, subject always to the provisions of the Company’s Certificate of Formation and the Limited Liability Company Agreement of the Company (as in effect amended from time to time, the “LLC Agreement”) Investment Company Act of 1940, as amended, and the rules and regulations thereunder (the "1940 Act"), applicable provisions of the Investment Company ActInternal Revenue Code of 1986, as amended, and such other limitations as the Fund may impose upon written notice to the investment objectives, policies and restrictions of the Company, as each of the same shall be from time to time in effect, and subject, further, to such policies and instructions as the Board of Directors may from time to time establishAdviser.
(b) The Investment Adviser is hereby authorized authorized, in its discretion and without prior consultation with the Fund, to cause buy, sell, lend and otherwise trade in any securities and investment instruments on behalf of the Company Fund in accordance with this Agreement. The investment policies and investment actions of the Fund are, and shall at all times be, subject to make Investments, directly or indirectly through one or more subsidiaries or special purpose vehiclesthe control and direction of the Board.
(c) The Investment Adviser is hereby authorizedshall provide the office space, on behalf personnel and equipment reasonably necessary for the operation of the Company and at the direction of the Board of Directors pursuant to delegated authority, to possess, transfer, mortgage, pledge or otherwise deal in, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, Investments and other property and funds held or owned by the Company, including, without limitation, exercising and enforcing rights Fund. The Adviser shall pay with respect to any claims the Fund the salaries and fees of all (i) officers of the Trust; (ii) Trustees of the Trust who are "interested persons" of the Trust or of the Adviser ("Interested Trustees"); and (iii) personnel of the Trust or the Adviser performing services relating to such Investments research, statistical and other property and funds, including with respect to litigation, bankruptcy or other reorganizationinvestment activities.
(d) Subject Without limiting the generality of the foregoing, the Adviser shall:
(i) furnish the Fund with advice and recommendations with respect to the general supervision investment of Fund assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (e.g., placing orders);
(ii) manage and oversee the investments of the Board of DirectorsFund, the Investment Adviser will provide certain administrative services subject to the Company other than such administrative services provided by the Company’s administrator (such administrator, or any successor administrator, including any affiliate ultimate supervision and direction of the Investment Adviser, Board;
(iii) vote proxies for the “Administrator”). The Investment Adviser will, to Fund;
(iv) file (or arrange for the extent such services are not filing of) ownership reports under Section 13 of the Securities Exchange Act of 1934 (the "1934 Act") for the Fund;
(v) maintain the books and records required to be performed maintained by the Administrator or others pursuant to a custodian agreement (or a transfer agency agreement Fund, except to the extent that a person other than arrangements have been made for such books and records to be maintained by the Investment Adviser is serving thereunder as the Company’s transfer agent), (i) provide supervision of all aspects administrator or another agent of the Company’s operations not referred to in paragraphs (a) to (c) above; (ii) coordinate with and oversee the services being performed by the Administrator and the Company’s custodian and transfer agent, (iii) provide the Company with personnel to perform such executive, administrative and clerical services as are reasonably necessary to provide effective administration of the Company; (iv) provide on behalf of the Company significant managerial assistance to those portfolio companies of the Company that the Company is required to provide such services to under the Investment Company Act; (v) arrange for, at the Company’s expense, (A) the preparation for the Company of all required tax returns, (B) the preparation and submission of reports to existing holders of equity interests in the Company and regulatory authorities and (C) the preparation and submission of the Company’s Form 10 or registration statement, as applicable, and all other documents necessary to fulfill regulatory requirements and maintain the registration and qualifications of the Company with the SEC and other regulatory authorities; Fund;
(vi) maintain all furnish reports, statements and other data regarding securities, economic conditions and other matters related to the investment of the Company’s records and Fund's assets that may be reasonably requested by the administrator or distributor of the Fund or the officers of the Trust; and
(vii) provide render to the Company Trustees such periodic and special reports with adequate office space and all necessary office equipment and services including telephone service, heat, utilities, stationery supplies and similar itemsrespect to the Fund's investment activities as the Trustees may reasonably request.
(e) The Investment Adviser may aggregate sales and purchase orders of the assets of the Fund with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliates. Whenever the Adviser simultaneously places orders to purchase or sell the same asset on behalf of the Fund and one or more other accounts advised by the Adviser, the orders will also provide be allocated as to the Board of Directors price and amount among all such periodic and special reports as it may reasonably request. The Investment Adviser shall for all purposes herein be deemed accounts in a manner believed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority equitable over time to act for or represent the Company in any way or otherwise be deemed an agent of the Companyeach account.
(f) The Investment Adviser will maintain records relating to portfolio transactions on behalf of the Fund, and the placing and allocation of brokerage orders, as are required to be maintained by the Trust under the 1940 Act. The Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Adviser pursuant to this Agreement that are required to be prepared and maintained by the Adviser or the Trust pursuant to applicable law. To the extent required by law, the books and records with respect pertaining to the Company’s securities transactions required by sub-paragraphs (b)(5)Trust which are in possession of the Adviser shall be the property of the Trust. The Trust, (6)or its representatives, (9) shall have access to such books and (10) records at all times during the Adviser's normal business hours. Upon the reasonable request of the Trust, copies of any such books and paragraph (f) of Rule 31a-1 under the Investment Company Act (other than those records being maintained shall be provided promptly by the Administrator or the Company’s custodian or transfer agent) and preserve such records for the periods prescribed therefor by Rule 31a-2 of the Investment Company Act. The Investment Adviser will also provide to the Board of Directors such periodic and special reports as it may reasonably requestTrust or its representatives.
(g) The Investment Adviser will notify oversee the Board computation of Directors the net asset value and the net income of any change the Fund as described in the Investment Adviser’s membership within a currently effective registration statement of the Trust under the Securities Act of 1933, as amended ("1933 Act"), and the 1940 Act, and any amendments or supplements thereto ("Registration Statement") or as more frequently requested by the Board. In addition, on each business day, the Adviser will provide the Fund's custodian and fund accountant with such information relating to all transactions concerning the Fund's assets as the custodian and fund accountant may reasonably require to provide contracted for services to the Trust and/or the Fund. The Adviser will also assist in any fair valuation of Fund assets by, among other things, using reasonable time after such changeefforts to arrange for the provision of prices from parties who are not affiliated persons of the Adviser for each asset for which the Fund's fund accountant cannot obtain prices in the ordinary course of business.
(h) The Investment Adviser’s services hereunder are not deemed exclusive , on its own initiative, will furnish the Board with such information as the Adviser may believe appropriate for keeping the Board informed of important developments affecting the Trust, the Fund and it shall be free to render similar services to othersthe Adviser. The Investment Adviser may engage will notify the Trust of any change of control of the Adviser and any changes in any other business the key personnel who are either the portfolio manager(s) of the Fund or render similar senior management of the Adviser, in each case prior to or different services to others includingpromptly after such change. In addition, without limitationwhenever requested by the Board, the direct or indirect sponsorship or management of other investment-based accounts or commingled pools of capital, however structured, having investment objectives similar to those of the Company; provided that its services Adviser will report to the Company hereunder are not impaired thereby. Nothing in this Agreement shall limit Board on developments related to the Trust, the Fund or restrict the right of the Investment Adviser or any manager, partner, officer or employee of the Investment Adviser to engage in any other business or to devote his, her or its time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith (including fees for serving as a director of, or providing consulting services to, one or more of the Investments, subject at all times to applicable law)Adviser.
(i) The Investment Adviser will not cause the Company to exchange or otherwise dispose of all or substantially all of its assets in a single transaction or series of related transactions, or approve on the Company’s behalf the sale, exchange or other disposition of all or substantially all of its assets in a single transaction or series of related transactions (including, for the avoidance of doubt, pursuant to a listing, initial public offering or merger).
Appears in 1 contract
Management Services. (a) Subject to the supervision of the Board of Directors of the Company (the “Board of Directors”), the Investment Adviser will regularly provide the Company with investment research, advice and supervision and will furnish continuously an investment program for the Company consistent with the investment objectives and policies of the Company. The Investment Adviser will determine from time to time what securities or other investments (each such investment being called herein an “Investment” and collectively, “Investments”) shall be purchased for the Company, what Investments shall be held or sold by the Company, and what portion of the Investments shall be held uninvested as cash and cash equivalents, subject always to the provisions of the Company’s Certificate of Formation and the Limited Liability Company Agreement of the Company (as in effect from time to time, the “LLC Agreement”) and of the Investment Company Act, and to the investment objectives, policies and restrictions of the Company, as each of the same shall be from time to time in effect, and subject, further, to such policies and instructions as the Board of Directors may from time to time establish.
(b) The Investment Adviser is hereby authorized to cause the Company to make Investments, directly or indirectly through one or more subsidiaries or special purpose vehicles.
(c) The Investment Adviser is hereby authorized, on behalf of the Company and at the direction of the Board of Directors pursuant to delegated authority, to possess, transfer, mortgage, pledge or otherwise deal in, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, Investments and other property and funds held or owned by the Company, including, without limitation, exercising and enforcing rights with respect to any claims relating to such Investments and other property and funds, including with respect to litigation, bankruptcy or other reorganization.
(d) Subject to the general supervision of the Board of Directors, the Investment Adviser will provide certain administrative services to the Company other than such administrative services provided by the Company’s administrator (such administrator, or any successor administrator, including any affiliate of the Investment Adviser, the “Administrator”). The Investment Adviser will, to the extent such services are not required to be performed by the Administrator or others pursuant to a custodian agreement (or a transfer agency agreement to the extent that a person other than the Investment Adviser is serving thereunder as the Company’s transfer agent), (i) provide supervision of all aspects of the Company’s operations not referred to in paragraphs (a) to (c) above; (ii) coordinate with and oversee the services being performed by the Administrator and the Company’s custodian and transfer agent, (iii) provide the Company with personnel to perform such executive, administrative and clerical services as are reasonably necessary to provide effective administration of the Company; (iv) provide on behalf of the Company significant managerial assistance to those portfolio companies of the Company that the Company is required to provide such services to under the Investment Company Act; (v) arrange for, at the Company’s expense, (A) the preparation for the Company of all required tax returns, (B) the preparation and submission of reports to existing holders of equity interests in the Company and regulatory authorities and (C) the preparation and submission of the Company’s Form 10 or registration statement, as applicable, and all other documents necessary to fulfill regulatory requirements and maintain the registration and qualifications of the Company with the SEC and other regulatory authorities; (vi) maintain all of the Company’s records and (vii) provide the Company with adequate office space and all necessary office equipment and services including telephone service, heat, utilities, stationery supplies and similar items.
(e) The Investment Adviser will also provide to the Board of Directors such periodic and special reports as it may reasonably request. The Investment Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(f) The Investment Adviser will maintain all books and records with respect to the Company’s securities transactions required by sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the Investment Company Act (other than those records being maintained by the Administrator or the Company’s custodian or transfer agent) and preserve such records for the periods prescribed therefor by Rule 31a-2 of the Investment Company Act. The Investment Adviser will also provide to the Board of Directors such periodic and special reports as it may reasonably request.
(g) The Investment Adviser will notify the Board of Directors of any change in the Investment Adviser’s membership within a reasonable time after such change.
(h) The Investment Adviser’s services hereunder are not deemed exclusive and it shall be free to render similar services to others. The Investment Adviser may engage in any other business or render similar or different services to others including, without limitation, the direct or indirect sponsorship or management of other investment-investment based accounts or commingled pools of capital, however structured, having investment objectives similar to those of the Company; provided that its services to the Company hereunder are not impaired thereby. Nothing in this Agreement shall limit or restrict the right of the Investment Adviser or any manager, partner, officer or employee of the Investment Adviser to engage in any other business or to devote his, her or its time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith (including fees for serving as a director of, or providing consulting services to, one or more of the Investments, subject at all times to applicable law).
(i) The Investment Adviser will not cause the Company to exchange or otherwise dispose of all or substantially all of its assets in a single transaction or series of related transactions, or approve on the Company’s behalf the sale, exchange or other disposition of all or substantially all of its assets in a single transaction or series of related transactions (including, for the avoidance of doubt, pursuant to a listing, initial public offering or merger).
Appears in 1 contract
Samples: Investment Management and Advisory Agreement (Phillip Street Middle Market Lending Fund LLC)
Management Services. (a) Subject The Adviser undertakes to act as investment adviser of each Fund and shall, subject to the supervision of the Board of Directors Trustees of the Company Trust (the “Board of Directors”"Board" or the "Trustees"), the Investment Adviser will regularly provide the Company with render investment research, advice and supervision and will furnish continuously an investment program for related services with respect to the Company consistent assets of the Fund in accordance with the investment objectives objectives, policies and policies limitations of the Company. The Investment Adviser will determine from time to time what securities Fund, as provided in its prospectus or statement of additional information and any supplements thereto (collectively, the "Prospectus") or other investments (each such investment being called herein an “Investment” and collectivelygoverning instruments, “Investments”) shall as may be purchased for the Company, what Investments shall be held or sold by the Company, and what portion of the Investments shall be held uninvested as cash and cash equivalents, subject always to the provisions of the Company’s Certificate of Formation and the Limited Liability Company Agreement of the Company (as in effect amended from time to time, the “LLC Agreement”) Investment Company Act of 1910, as amended and the rules and regulations thereunder (the "1940 Act"), applicable provisions of the Investment Company ActInternal Revenue Code of 1986, as amended, and such other limitations as the Fund may impose upon written notice to the investment objectives, policies and restrictions of the Company, as each of the same shall be from time to time in effect, and subject, further, to such policies and instructions as the Board of Directors may from time to time establishAdviser.
(b) The Investment Adviser is hereby authorized authorized, in its discretion and without prior consultation with the Fund, to cause buy, sell, lend and otherwise trade in any securities and investment instruments on behalf of the Company Fund in accordance with this Agreement. The investment policies and investment actions of the Fund are, and shall at all times be, subject to make Investments, directly or indirectly through one or more subsidiaries or special purpose vehiclesthe control and direction of the Board.
(c) The Investment Adviser is hereby authorizedshall provide the office space, on behalf personnel and equipment reasonably necessary for the operation of the Company and at the direction of the Board of Directors pursuant to delegated authority, to possess, transfer, mortgage, pledge or otherwise deal in, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, Investments and other property and funds held or owned by the Company, including, without limitation, exercising and enforcing rights Fund. The Adviser shall pay with respect to any claims each Fund the salaries and fees of all (i) officers of the Trust; (ii) Trustees of the Trust who are "interested persons" of the Trust or of the Adviser ("Independent Trustees"); and (iii) personnel of the Trust or the Adviser performing services relating to such Investments research, statistical and other property and funds, including with respect to litigation, bankruptcy or other reorganizationinvestment activities.
(d) Subject Without limiting the generality of the foregoing, the Adviser shall:
(i) furnish each Fund with advice and recommendations with respect to the general investment of Fund assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (e.g., placing orders);
(ii) manage and oversee the investments of each Fund, subject to the ultimate supervision and direction of the Board of DirectorsBoard;
(iii) vote proxies for each Fund, file (or arrange for the Investment Adviser will provide certain administrative services to the Company other than such administrative services provided by the Company’s administrator (such administrator, or any successor administrator, including any affiliate filing of) ownership reports under Section 13 of the Investment Adviser, Securities Exchange Act of 1934 (the “Administrator”). The Investment Adviser will, to "1934 Act") for the extent such services are not Fund;
(iv) maintain the books and records required to be performed maintained by the Administrator or others pursuant to a custodian agreement (or a transfer agency agreement each Fund, except to the extent that a person arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund;
(v) furnish reports, statements and other than data regarding securities, economic conditions and other matters related to the Investment Adviser is serving thereunder investment of each Fund's assets that may be reasonably requested by the administrator or distributor of the Fund or the officers of the Trust;
(vi) render to the Trustees such periodic and special reports with respect to each Fund's investment activities as the Company’s transfer agent), Trustees may reasonably request;
(ivii) provide supervision immediately notify the Trust (1) in the event that the Adviser or any of all aspects its affiliates (A) becomes aware that it is subject to a statutory disqualification that prevents it from serving as investment adviser pursuant to this Agreement; or (B) becomes aware that it is the subject of the Company’s operations not referred to in paragraphs (a) to (c) above; (ii) coordinate with and oversee the services being performed an administrative proceeding or enforcement action by the Administrator Securities and Exchange Commission or other regulatory authority; or (2) of any material fact known to the Company’s custodian and transfer agentAdviser in respect of or relating to the Adviser that is not contained in the Trust's registration statement with respect to the Funds, (iii) provide the Company with personnel to perform such executiveor any amendment or supplement thereto, administrative and clerical services as are reasonably necessary to provide effective administration of the Company; (iv) provide on behalf of the Company significant managerial assistance to those portfolio companies of the Company but that the Company is required to provide such services to under the Investment Company Act; (v) arrange for, at the Company’s expense, (A) the preparation for the Company of all required tax returns, (B) the preparation and submission of reports to existing holders of equity interests in the Company and regulatory authorities and (C) the preparation and submission of the Company’s Form 10 or registration statement, as applicablebe disclosed therein, and all other documents necessary to fulfill regulatory requirements and maintain the registration and qualifications of the Company with the SEC and other regulatory authorities; (vi) maintain all of the Company’s records and (vii) provide the Company with adequate office space and all necessary office equipment and services including telephone service, heat, utilities, stationery supplies and similar itemsany statement contained therein that becomes untrue in any material respect.
(e) The Investment Adviser will also provide to the Board of Directors such periodic may aggregate sales and special reports as it may reasonably request. The Investment Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Company in any way or otherwise be deemed an agent purchase orders of the Company.
(f) The Investment Adviser will maintain all books and records assets of each Fund with respect to the Company’s securities transactions required by sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the Investment Company Act (similar orders being made simultaneously for other than those records being maintained accounts advised by the Administrator or the Company’s custodian or transfer agent) and preserve such records for the periods prescribed therefor by Rule 31a-2 of the Investment Company Act. The Investment Adviser will also provide to the Board of Directors such periodic and special reports as it may reasonably request.
(g) The Investment Adviser will notify the Board of Directors of any change in the Investment Adviser’s membership within a reasonable time after such change.
(h) The Investment Adviser’s services hereunder are not deemed exclusive and it shall be free to render similar services to others. The Investment Adviser may engage in any other business or render similar or different services to others including, without limitation, the direct or indirect sponsorship or management of other investment-based accounts or commingled pools of capital, however structured, having investment objectives similar to those of the Company; provided that its services to the Company hereunder are not impaired thereby. Nothing in this Agreement shall limit or restrict the right of the Investment Adviser or any manager, partner, officer its affiliates. Whenever the Adviser simultaneously places orders to purchase or employee of sell the Investment Adviser to engage in any other business or to devote his, her or its time and attention in part to any other business, whether same asset on behalf of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith (including fees for serving as a director of, or providing consulting services to, Fund and one or more of other accounts advised by the InvestmentsAdviser, subject at the orders will be allocated as to price and amount among all times to applicable law).
(i) The Investment Adviser will not cause the Company to exchange or otherwise dispose of all or substantially all of its assets such accounts in a single transaction or series of related transactions, or approve on the Company’s behalf the sale, exchange or other disposition of all or substantially all of its assets in a single transaction or series of related transactions (including, for the avoidance of doubt, pursuant manner believed to a listing, initial public offering or merger)be equitable over time to each account.
Appears in 1 contract
Samples: Investment Advisory Agreement (Drexel Hamilton Mutual Funds)
