EXHIBIT 24.2.g.(i)
INVESTMENT ADVISORY AGREEMENT
SEI OPPORTUNITY MASTER FUND, L.P.
AGREEMENT made this 1st day of October, 2003 by and between SEI
Opportunity Master Fund, L.P., a Delaware limited partnership (the "Fund"), and
SEI Investments Management Corporation, a Delaware corporation (the "Adviser").
WHEREAS, the Fund is registered as a closed-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Fund desires to retain the Adviser to render investment
management services with respect to its portfolio, and the Adviser is willing to
render such services.
NOW, THEREFORE, in consideration of mutual covenants herein contained,
the parties hereto agree as follows:
1. DUTIES OF THE ADVISER. The Fund employs the Adviser to manage the
investment and reinvestment of its assets, to hire (subject to the
approval of the Fund's Board of Directors and, except as otherwise
permitted under the terms of any exemptive relief granted by the U.S.
Securities and Exchange Commission (the "SEC"), or by rule or
regulation, by a "vote of a majority of the outstanding voting
securities" of the Fund, as that term is defined in the 0000 Xxx) and
thereafter supervise the investment activities of one or more
sub-advisers deemed necessary to carry out the investment program of
the Fund, and to continuously review, supervise and (where appropriate)
administer the investment program of the Fund, to determine in its
discretion (where appropriate) the securities to be purchased or sold,
to provide the Fund's administrator (the "Administrator") and the Fund
with records concerning the Adviser's activities which the Fund is
required to maintain, and to render regular reports to the
Administrator and to the Fund's officers and Directors concerning the
Adviser's discharge of the foregoing responsibilities. The retention of
a sub-adviser by the Adviser shall not relieve the Adviser of its
responsibilities under this Agreement.
The Adviser acknowledges that the Fund will seek to achieve its
investment objectives by investing and reinvesting its assets primarily
in a portfolio of equity interests issued by limited partnerships,
limited liability companies, business trusts and similar business
vehicles whose primary business is investing in securities and other
financial instruments but that are not registered or required to
register as investment companies under the 0000 Xxx.
The Fund hereby constitutes and appoints the Adviser as the Fund's true
and lawful representative and attorney-in-fact, with full power of
delegation (to any one or more sub-advisers), in the Fund's name, place
and stead, to make, execute, sign and acknowledge all subscription
agreements and similar contracts on behalf of the Fund as in the
Adviser's judgment are necessary or desirable for the
Adviser to implement the investment policies of the Fund by purchasing,
selling and redeeming its assets and placing orders for such purchases
and sales.
The Adviser shall discharge the foregoing responsibilities subject to
the control of the Board of Directors of the Fund and in compliance
with such policies as the Directors may from time to time establish,
with the objectives, policies, and limitations for the Fund as
established by the Board of Directors of the Fund, and applicable laws
and regulations.
The Adviser accepts such employment and agrees, at its own expense, to
render the services and to provide the office space, furnishings and
equipment and the personnel (including any sub-advisers) required by it
to perform the services on the terms and for the compensation provided
herein. The Adviser will not, however, pay for the cost of securities,
commodities, and other investments (including brokerage commissions and
other transaction charges, if any) purchased or sold for the Fund.
2. DELIVERY OF DOCUMENTS. The Fund has furnished the Adviser with copies
properly certified or authenticated of each of the following:
(a) Operating Agreement of the Fund (such Operating Agreement, as
presently in effect and as it shall from time to time be
amended, is herein called the "Operating Agreement"); and
(b) By-Laws of the Fund (such By-Laws, as in effect on the date of
this Agreement and as amended from time to time, are herein
called the "By-Laws").
3. OTHER COVENANTS. The Adviser agrees that it:
(a) will comply with all applicable rules and regulations of the
SEC and will in addition conduct its activities under this
Agreement in accordance with other applicable law;
(b) will place orders pursuant to its investment determinations
for the Fund either directly with the issuer or with any
broker or dealer. In executing portfolio transactions and
selecting brokers or dealers, the Adviser will use its best
efforts to seek on behalf of the Fund the best overall terms
available. In assessing the best overall terms available for
any transaction, the Adviser shall consider all factors that
it deems relevant, including the breadth of the market in the
security, the price of the security, the financial condition
and execution capability of the broker or dealer, and the
reasonableness of the commission, if any, both for the
specific transaction and on a continuing basis. In evaluating
the best overall terms available, and in selecting the
broker-dealer to execute a particular transaction, the Adviser
may also consider the brokerage and research services (as
those
terms are defined in Section 28(e) of the Securities Exchange
Act of 1934) provided to the Fund and/or other accounts over
which the Adviser or an affiliate of the Adviser may exercise
investment discretion. The Adviser is authorized, subject to
the prior approval of the Fund's Board of Directors, to pay to
a broker or dealer who provides such brokerage and research
services a commission for executing a portfolio transaction
for the Fund which is in excess of the amount of commission
another broker or dealer would have charged for effecting that
transaction if, but only if, the Adviser determines in good
faith that such commission was reasonable in relation to the
value of the brokerage and research services provided by such
broker or dealer viewed in terms of that particular
transaction or in terms of the overall responsibilities of the
Adviser to the Fund. In addition, the Adviser is authorized to
allocate purchase and sale orders for portfolio securities to
brokers or dealers (including brokers and dealers that are
affiliated with the Adviser or the Fund's principal
underwriter) to take into account the sale of shares of the
Fund if the Adviser believes that the quality of the
transaction and the commission are comparable to what they
would be with other qualified firms. In no instance, however,
will the Fund's securities be purchased from or sold to the
Adviser, any sub-adviser engaged with respect to the Fund, the
Fund's principal underwriter, or any affiliated person of
either the Fund, the Adviser, and sub-adviser or the principal
underwriter, acting as principal in the transaction, except to
the extent permitted by the SEC and the 1940 Act.
4. COMPENSATION OF THE ADVISER. The Fund will pay to the Adviser, as
compensation for the Adviser's services rendered and for the facilities
furnished and for the expenses borne by the Adviser, a fee in
accordance with Schedule A of this Agreement.
5. REPORTS. The Fund and the Adviser agree to furnish to each other, if
applicable, current prospectuses, proxy statements, reports to
shareholders, certified copies of their financial statements, and such
other information with regard to their affairs as each may reasonably
request. The Adviser further agrees to furnish to the Fund, if
applicable, the same such documents and information pertaining to any
sub-adviser as the Fund may reasonably request.
6. STATUS OF THE ADVISER. The services of the Adviser to the Fund are not
to be deemed exclusive, and the Adviser shall be free to render similar
services to others so long as its services to the Fund are not impaired
thereby. The Adviser shall be deemed to be an independent contractor
and shall, unless otherwise expressly provided or authorized, have no
authority to act for or represent the Fund in any way or otherwise be
deemed an agent of the Fund. To the extent that the purchase or sale of
securities or other investments of any issuer may be deemed by the
Adviser to be suitable for two or more accounts managed by the Adviser,
the available securities or investments may be allocated in a manner
believed by the Adviser to be equitable to each account. It is
recognized that in
some cases this may adversely affect the price paid or received by the
Fund or the size or position obtainable for or disposed by the Fund.
7. CERTAIN RECORDS. Any records required to be maintained and preserved
pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated
under the 1940 Act which are prepared or maintained by the Adviser (or
any sub-adviser) on behalf of the Fund are the property of the Fund and
will be surrendered promptly to the Fund on request. The Adviser
further agrees to preserve for the periods prescribed in Rule 31a-2
under the 1940 Act the records required to be maintained under Rule
31a-1 under the 1940 Act.
8. LIMITATION OF LIABILITY OF THE ADVISER. The duties of the Adviser shall
be confined to those expressly set forth herein, and no implied duties
are assumed by or may be asserted against the Adviser hereunder. The
Adviser shall not be liable for any error of judgment or mistake of law
or for any loss arising out of any investment or for any act or
omission in carrying out its duties hereunder, except a loss resulting
from willful misfeasance, bad faith or gross negligence in the
performance of its duties, or by reason of reckless disregard of its
obligations and duties hereunder, except as may otherwise be provided
under provisions of applicable state and Federal law which cannot be
waived or modified hereby. (As used in this Section 8, the term
"Adviser" shall include directors, officers, employees and other
corporate agents of the Adviser as well as that corporation itself).
9. PERMISSIBLE INTERESTS. Directors, agents, and shareholders of the Fund
are or may be interested in the Adviser (or any successor thereof) as
directors, partners, officers, or shareholders, or otherwise;
directors, partners, officers, agents, and shareholders of the Adviser
are or may be interested in the Fund as Directors, officers,
shareholders or otherwise; and the Adviser (or any successor) is or may
be interested in the Fund as a shareholder or otherwise subject to the
provisions of applicable law. All such interests shall be fully
disclosed between the parties on an ongoing basis and in the Fund's
registration statement as required by law. In addition, brokerage
transactions for the Fund may be effected through affiliates of the
Adviser or any sub-adviser if approved by the Board of Directors,
subject to the rules and regulations of the SEC.
10. DURATION AND TERMINATION. This Agreement, unless sooner terminated as
provided herein, shall remain in effect until two years from date of
execution, and thereafter, for periods of one year so long as such
continuance thereafter is specifically approved at least annually (a)
by the vote of a majority of those Directors of the Fund who are not
parties to this Agreement or interested persons of any such party, cast
in person at a meeting called for the purpose of voting on such
approval, and (b) by the Directors of the Fund or by vote of a majority
of the outstanding voting securities of the Fund; provided, however,
that if the shareholders of the Fund fail to approve the Agreement as
provided herein, the Adviser may continue to serve hereunder in the
manner and to the extent
permitted by the 1940 Act and rules and regulations thereunder. The
foregoing requirement that continuance of this Agreement be
"specifically approved at least annually" shall be construed in a
manner consistent with the 1940 Act and the rules and regulations
thereunder.
This Agreement may be terminated at any time, without the payment of
any penalty by vote of a majority of the Directors of the Fund or by
vote of a majority of the outstanding voting securities of the Fund on
not less than 30 days nor more than 60 days written notice to the
Adviser, or by the Adviser at any time without the payment of any
penalty, on 90 days written notice to the Fund. This Agreement will
automatically and immediately terminate in the event of its assignment.
As used in this Section 10, the terms "assignment," "interested
persons," and a "vote of a majority of the outstanding voting
securities" shall have the respective meanings set forth in the 1940
Act and the rules and regulations thereunder, subject to such
exemptions as may be granted by the SEC.
11. GOVERNING LAW. This Agreement shall be governed by the internal laws of
the State of Delaware, without regard to conflict of law principles;
provided, however that nothing herein shall be construed as being
inconsistent with the 1940 Act.
12. NOTICE: Any notice, advice or report to be given pursuant to this
Agreement shall be deemed sufficient if delivered or mailed by
registered, certified or overnight mail, postage prepaid addressed by
the party giving notice to the other party at the last address
furnished by the other party:
To the Adviser at: SEI Investments Management Corporation
0 Xxxxxxx Xxxxxx Xxxxx
Xxxx, XX 00000
Attn: Legal Department
To the Fund at: SEI Opportunity Master Fund, L.P.
c/o SEI Investments
0 Xxxxxxx Xxxxxx Xxxxx
Xxxx, XX 00000
Attn: Legal Department
13. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby.
14. USE OF NAME "SEI." The Adviser hereby grants to the Fund a
royalty-free, non-exclusive license to use the name "SEI" in the name
of the Fund for the duration of this Agreement and any extensions or
renewals thereof. Such license may, upon termination of this Agreement,
be terminated by the Adviser, in which event
the Fund shall promptly take whatever action may be necessary to change
its name and discontinue any further use of the name "SEI" in the name
of the Fund or otherwise. The name "SEI" may be used or licensed by the
Adviser in connection with any of its activities, or licensed by the
Adviser to any other party.
15. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior
agreements and understandings relating to this Agreement's subject
matter. This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but such counterparts
shall, together, constitute only one instrument.
Where the effect of a requirement of the 1940 Act reflected in any
provision of this Agreement is altered by a rule, regulation or order
of the SEC, whether of special or general application, such provision
shall be deemed to incorporate the effect of such rule, regulation or
order.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first written above.
SEI Opportunity Master Fund, L.P. SEI Investments Management Corporation
By: ________________________________ By: __________________________________
Attest: ____________________________ Attest: ______________________________
SCHEDULE A
1. For purposes of calculating the fee to be paid to the Adviser
under this Agreement:
"Fund Assets" shall mean the net assets of the Fund; and
"Average Quarterly Net Assets" shall mean the average of the
net asset value of the Fund Assets as of the last business day
of each month in the calendar quarter.
2. The Adviser fee shall be paid in arrears (within 14 days of
the end of each calendar quarter) based upon the Average Quarterly Net Assets of
the Fund Assets during the preceding calendar quarter. The fee payable for the
calendar quarter shall be calculated by applying the annual rate of 1.00% to the
Average Quarterly Net Assets of the Fund Assets, and dividing by four. For a
calendar quarter in which this Agreement becomes effective or terminates, the
portion of the Adviser fee due hereunder shall be prorated on the basis of the
number of days that the Agreement is in effect during the calendar quarter.
