Exhibit 99.2(g)(i)
INVESTMENT ADVISORY AGREEMENT
AGREEMENT, made as of the [__] day of [ ], 2003, by and between ASA
MANAGED FUTURES FUND LLC, an Illinois limited liability company (the "Fund") and
ASPEN STRATEGIC ALLIANCE LLC, a Delaware limited liability company (the
"Investment Adviser").
W I T N E S S E T H
WHEREAS, the Fund is engaged in business as a closed-end management
investment company registered under the Investment Company Act of 1940, as
amended (the "Investment Company Act"); and
WHEREAS, the Investment Adviser is engaged principally in rendering
management and investment advisory services under the Investment Advisers Act of
1940, as amended; and
WHEREAS, the Fund desires to retain the Investment Adviser to provide
management and investment advisory services to the Fund in the manner and on the
terms hereinafter set forth; and
WHEREAS, the Investment Adviser is willing to provide management and
investment advisory services to the Fund on the terms and conditions hereinafter
set forth;
NOW, THEREFORE, in consideration of the promises and the covenants
hereinafter contained, the Fund and the Investment Adviser hereby agree as
follows:
ARTICLE I.
Duties of the Investment Adviser
The Fund hereby employs the Investment Adviser to act as manager and
investment adviser of the Fund and to furnish, or arrange for its affiliates to
furnish, the management and investment advisory services described below,
subject to the policies of, review by and overall control of the Board of
Directors of the Fund, for the period and on the terms and conditions set forth
in this Agreement. The Investment Adviser hereby accepts such employment and
agrees during such period, at its own expense, to render, or arrange for the
rendering of, such services and to assume the obligations herein set forth for
the compensation provided for herein. The Investment Adviser and its affiliates
for all purposes herein shall be deemed to be independent contractors and,
unless otherwise expressly provided or authorized, shall have no authority to
act for or represent the Fund in any way or otherwise be deemed agents of the
Fund. The Investment Adviser shall at all times conform to and use its best
efforts to enable the Fund to conform to (i) the provisions of the Investment
Company Act and any rules or regulations thereunder, (ii) any other applicable
provisions of federal or state law, (iii) the provisions of the limited
liability company operating agreement of the Fund, as amended from time to time
(the "Operating Agreement"), (iv) policies and determinations of the Board of
Directors of the Fund and (v) the Prospectus and Statement of Additional
Information of the Fund, as the same may be amended from time to time.
(a) Management and Administrative Services. The Investment Adviser shall
perform, or arrange for its affiliates to perform, the management and
administrative services necessary for the operation of the Fund, including
administering shareholder accounts and handling
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shareholder relations. The Investment Adviser shall provide the Fund with office
space, facilities, equipment and necessary personnel and such other services as
the Investment Adviser, subject to review by the Board of Directors, from time
to time determine to be necessary or useful to perform its obligations under
this Agreement. The Investment Adviser, also on behalf of the Fund, shall
conduct relations with custodians, depositories, transfer agents, pricing
agents, dividend disbursing agents, other shareholder servicing agents,
accountants, attorneys, underwriters, brokers and dealers, corporate
fiduciaries, insurers, banks and such other persons in and such other capacity
deemed to be necessary or desirable. The Investment Adviser generally shall
monitor the Fund's compliance with investment policies and restrictions as set
forth in filings made by the Fund under the federal securities laws. The
Investment Adviser shall make reports to the Board of Directors of its
performance of obligations hereunder and furnish advice and recommendations with
respect to such other aspects of the business and affairs of the Fund as it
shall determine to be desirable.
(b) Investment Advisory Services. The Investment Adviser shall provide, or
arrange for its affiliates to provide, the Fund with such investment research,
advice and supervision as the latter from time to time may consider necessary
for the proper supervision of the assets of the Fund, shall furnish continuously
an investment program for the Fund and shall determine from time to time which
securities shall be purchased, sold or exchanged and what portion of the assets
of the Fund shall be held in the various securities in which the Fund invests,
options, futures, options on futures or cash, subject always to the restrictions
of the Operating Agreement of the Fund, the provisions of the Investment Company
Act and the statements relating to the Fund's investment objectives, investment
policies and investment restrictions as the same set forth in filings made by
the Fund under the federal securities laws. The Investment Adviser shall
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manage the Fund's portfolio, on a discretionary basis, through selecting,
allocating and reallocating the Fund's assets among various professional
investment managers ("Portfolio Managers"). The Investment Adviser shall invest
the Fund's assets through investing in limited partnerships, limited liability
companies, business trusts and similar business vehicles managed by the
Portfolio Managers 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 Investment Company Act by virtue of the exclusion
from the definition of "investment company" provided by Section 3(c)(1) or
Section 3(c)(7) of the Investment Company Act ("Portfolio Funds"), certain of
which are separate investment vehicles created for a Portfolio Manager for the
purpose of permitting the Fund to place assets under the management of a
particular Portfolio Manager on a limited liability basis ("Portfolio
Accounts"). The Investment Adviser may determine from time to time to allocate
assets of the Fund to registered investment companies, to the extent permitted
by the Investment Company Act. The Investment Adviser shall make decisions for
the Fund as to the manner in which voting rights, rights to consent to corporate
action and any other rights pertaining to the Fund's portfolio securities shall
be exercised. Should the Board of Directors at any time, however, make any
definite determination as to investment policy and notify the Investment Adviser
thereof in writing, the Investment Adviser shall be bound by such determination
for the period, if any, specified in such notice or until similarly notified
that such determination has been revoked. The Investment Adviser shall monitor
the performance of each Portfolio Manager, select new Portfolio Managers,
terminate existing Portfolio Managers and allocate and reallocate the Fund's
assets among Portfolio Managers as the Investment Adviser deems appropriate. The
Investment Adviser will from time to time evaluate and, as appropriate,
recommend changes to the Fund's investment strategy to the
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Board of Directors. The Investment Adviser shall take, on behalf of the Fund,
all actions which it deems necessary to implement the investment policies
determined as provided above, and in particular to place all orders for the
purchase or sale of portfolio securities for the Fund's account with brokers or
dealers selected by it, and to that end, the Investment Adviser is authorized as
the agent of the Fund to give instructions to the custodian of the Fund as to
deliveries of securities and payments of cash for the account of the Fund. In
connection with the selection of such brokers or dealers and the placing of such
orders with respect to the assets of the Fund, the Investment Adviser is
directed at all times to seek to obtain execution and prices within the policy
guidelines determined by the Board of Directors and set forth in filings made by
the Fund under the federal securities laws. Subject to this requirement and the
provisions of the Investment Company Act, the Securities Exchange Act of 1934,
as amended, and other applicable provisions of law, the Investment Adviser may
select brokers or dealers with which it or the Fund is affiliated. The
Investment Adviser shall periodically report to the Board of Directors
concerning the performance of the Fund's investments. Such reporting shall be
both sufficiently frequent and detailed to permit the Fund to comply with its
obligations under the Investment Company Act and the Fund's Prospectus. The Fund
acknowledges that the Investment Adviser's ability to provide timely and
accurate reports is dependent upon the Investment Adviser's receipt of timely
and accurate performance information from Portfolio Managers, banks, brokers and
dealers.
(c) Sub-Advisers. In carrying out its responsibilities hereunder, the
Investment Adviser may appoint, employ, retain or otherwise avail itself of the
services of other persons or entities including, without limitation,
subsidiaries and affiliates of the Investment Adviser, on such terms as the
Investment Adviser shall determine to be necessary, desirable or appropriate, to
render
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investment advisory services to the Fund (each a "Subadviser"), provided that
such appointment of a Subadviser shall be subject to (i) the approval of the
Fund's Board of Directors and (ii) to the extent required by applicable law, the
approval of the vote of the holders of a majority of the outstanding voting
securities of the Fund. Retention of one or more Subadvisers shall in no way
reduce the responsibilities or obligations of the Investment Adviser under this
Agreement and the Investment Adviser shall be responsible for all acts and
omissions of such Subadvisers in connection with the performance of the
Investment Adviser's duties hereunder.
ARTICLE II.
Allocation of Charges and Expenses
(a) The Investment Adviser. The Investment Adviser shall provide the staff
and personnel necessary to perform its obligations under this Agreement, shall
assume and pay or cause to be paid all expenses incurred in connection with the
maintenance of such staff and personnel, and, at its own expense, shall provide
the office space, facilities, equipment and necessary personnel which it is
obligated to provide under Article I hereof. The Investment Adviser shall pay,
or cause affiliates to pay, compensation of all officers of the Fund and all
Directors of the Fund who are affiliated persons of the Investment Adviser or
any Subadviser, or an affiliate of the Investment Adviser or any Subadviser.
(b) The Fund. The Fund assumes, and shall cause to pay or cause to be paid,
all other expenses of the Fund including, without limitation: taxes;
investment-related expenses incurred by the Fund (including but not limited to
fees and expenses charged by the Portfolio Managers or the Portfolio Funds,
costs associated with organizing and operating Portfolio Accounts, placement
fees, interest on indebtedness, fees for data and software providers, research
expenses,
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professional fees (including, without limitation, expenses of consultants and
experts relating to investments); fees and expenses for accounting and custody
services; the fees and expenses of Fund counsel, any legal counsel retained to
represent the independent Directors of the Fund and the independent auditors of
the Fund; costs associated with the registration of the Fund, including the
costs of compliance with federal and state laws; costs and expenses of holding
meetings of the Board and meetings of members of the Fund, including reasonable
travel and out-of-pocket expenses of the Members of the Board and any costs
associated with the preparation and dissemination of proxy materials; the costs
of a fidelity bond and any liability insurance obtained on behalf of the Fund or
the Board; the costs of preparing, printing and distributing reports and other
communications to members of the Fund and such other expenses as may be approved
by the Board.
ARTICLE III.
Compensation of the Investment Adviser
(a) For the services rendered hereunder, the facilities furnished and the
expenses assumed by the Investment Adviser, the Fund shall pay to the Investment
Adviser a fee (the "Management Fee") monthly in arrears based upon the aggregate
value of the outstanding Interests, determined as of the last business day of
the previous month, at the annual rate of 1.5% of the aggregate value of the
outstanding Interests. The value of the Interests shall be determined pursuant
to the applicable provisions of the Operating Agreement, valuation procedures
and Prospectus and Statement of Additional Information of the Fund, each as
amended from time to time. The Management Fee shall be calculated on a pro rata
basis in the case of any partial
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months. Payment of the Management Fee for the preceding month shall be made as
promptly as possible after completion of the computations contemplated herein.
ARTICLE IV.
Limitation of Liability of the Investment Adviser
The Investment Adviser shall not be liable for any error of judgment or
mistake of law or for any damage or loss arising out of any investment or for
any act or omission in the management of the Fund, including but not limited to
any damage or loss incurred by the Fund, any Portfolio Manager or Portfolio
Fund, the Board, any sub-adviser, the Fund's custodian or administrator, any
bank, broker or dealer, or any agent, partner, director, officer or employee of
any of them, unless such loss arises from the Investment Adviser's willful
malfeasance, bad faith or gross negligence in the performance of its duties, or
by reason of reckless disregard of its obligations and duties hereunder. The
Investment Adviser makes no representation or warranty (i) as to the
accomplishment of any particular investment results by any Portfolio Manager or
Portfolio Fund or the Fund's portfolio as a whole, or (ii) as to the accuracy or
completeness of any information supplied by the Adviser to the Fund or the
Fund's custodian or administrator which is provided by any Portfolio Manager,
Portfolio Fund or other third-party to the Investment Adviser and conveyed by
the Investment Adviser (either in its entirety or in excerpted format to any or
all of them).
ARTICLE V.
Activities of the Investment Adviser
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The services of the Investment Adviser to the Fund are not to be deemed to
be exclusive; the Investment Adviser and any person controlled by or under
common control with the Investment Adviser (for purposes of this Article V
referred to as "affiliates') are free to render investment advisory services to
others, provided that such activities do not in the Investment Adviser's
judgment adversely affect or otherwise impair the performance by the Investment
Adviser of its duties and obligations under this Agreement or under the
Investment Company Act. The Investment Adviser and its affiliates may recommend
to any other person or advisory client a particular Portfolio Manager or
strategy that they do not select for the Fund.
ARTICLE VI.
Duration and Termination of this Agreement
This Agreement shall become effective as of the date first above written
and shall remain in force for a period of two years thereafter and thereafter
continue from year to year, but only so long as such continuance specifically is
approved at least annually by (i) the Board of Directors of the Fund, or by the
vote of a majority of the outstanding voting securities of the Fund, and (ii) a
majority of those Directors who are not parties to this Agreement or interested
persons of any such party cast in person at a meeting called for the purpose of
voting on such approval.
This Agreement may be terminated at any time, without the payment of any
penalty, by the Board of Directors or by a vote of a majority of the outstanding
voting securities of the Fund, or by the Investment Adviser, on sixty (60) days'
written notice to the other party. This Agreement shall terminate automatically
in the event of its assignment, provided that an assignment to a corporate
successor to all or substantially all of the Investment Adviser's business or to
a wholly owned subsidiary of such corporate successor which does not result in
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change of actual control or management of the Investment Adviser's business
shall not be deemed an assignment for purposes of this paragraph.
ARTICLE VII.
Amendment of this Agreement
This Agreement may be amended by the parties only if such amendment is
specifically approved by the vote of the Board of Directors of the Fund,
including a majority of those Directors who are not parties to this Agreement or
interested persons of any such party cast in person at a meeting called for the
purpose of voting on such approval and, where required by the Investment Company
Act, by the vote of a majority of the outstanding voting securities of the Fund.
ARTICLE VIII.
Definitions of Certain Terms
The terms "vote of a majority of the outstanding voting securities",
"assignment", "affiliated person" and "interested person", when used in this
Agreement, shall have the respective meanings specified in the Investment
Company Act and the rules and regulations thereunder, subject, however, to such
exemptions as may be granted by the Securities and Exchange Commission under
said Act.
ARTICLE IX.
Use of Name
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The Investment Adviser hereby grants the Fund a royalty-free, non-exclusive
right and license to use the names "Aspen" and/or "ASA" (i) in the name of the
Fund and (ii) in connection with the Fund's investment products and services, in
each case only for the duration of this Agreement and any extension or renewal
thereof. Such license may, upon termination of this Agreement, be terminated by
the Investment 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 names "Aspen" and "ASA" in the name of the Fund or otherwise. The names
"Aspen" or "ASA" may be used or licensed by the Investment Adviser and its
affiliates in connection with any of their activities, or licensed by the
Investment Adviser to any other party.
ARTICLE X.
Governing Law
This Agreement shall be governed by and construed in accordance with the
laws of the State of [New York] and the applicable provisions of the Investment
Company Act. To the extent that the applicable laws of the State of [New York],
or any of the provisions herein, conflict with the applicable provisions of the
Investment Company Act, the latter shall control.
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ARTICLE XI.
Miscellaneous Provisions
(a) 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, and, to this extent, the provisions of
this Agreement shall be deemed to be so severable.
(b) Counterparts. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, and it shall not
be necessary in making proof of this Agreement to produce or account for more
than one such counterpart.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
ASA MANAGED FUTURES FUND LLC
By: _____________________________
Name:
Title:
ASPEN STRATEGIC ALLIANCE LLC
By: _____________________________
Name:
Title:
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