Exhibit g(1)
FORM OF
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this ___day of January, 2007, by and between PARADIGM
Multi-Strategy Fund I, LLC, a Delaware limited liability company (the
"Company"), and Provident Asset Management, LLC, a Delaware limited liability
company (the "Investment Manager").
WHEREAS, the Company is registered as a non-diversified, closed-end
management investment company under the Investment Company Act of 1940, as
amended (the "Investment Company Act").
WHEREAS, the Company has retained BISYS Fund Services Ohio, Inc. (the
"Administrator") to provide administration of the Company's operations, subject
to the control of the Board of Directors;
WHEREAS, the Company desires to retain the Investment Manager to render
investment management services to the Company, and the Investment Manager is
willing to render such services:
NOW, THEREFORE, in consideration of mutual covenants herein contained, the
parties hereto agree as follows:
1. DUTIES OF INVESTMENT MANAGER. The Company employs the Investment
Manager to manage the investment and reinvestment of the assets of the Company,
and to continuously review, supervise and (where appropriate) administer the
investment program of the Company, to determine in its discretion (where
appropriate) the investments to be purchased or sold, to provide the
Administrator and the Company with records concerning the Investment Manager's
activities which the Company is required to maintain, and to render regular
reports to the Administrator and to the Company's officers and Directors
concerning the Investment Manager's discharge of the foregoing responsibilities.
The retention of a sub-adviser by the Investment Manager shall not relieve the
Investment Manager of its responsibilities under this Agreement.
The Investment Manager shall discharge the foregoing
responsibilities subject to the control of the Board of Directors of the Company
and in compliance with such policies as the Directors may from time to time
establish, and in compliance with the objectives, policies, and limitations of
the Company as set forth in its Prospectus, Statement of Additional Information
and Operating Agreement, as amended from time to time, and applicable laws and
regulations.
The Investment Manager 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
Investment Manager 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 Company.
2. COMPANY TRANSACTIONS. The Investment Manager is authorized to select
the brokers or dealers that will execute the purchases and sales of the
Company's investments and is directed to use its best efforts to obtain the best
net results as described from time to time in the Company's Prospectus and
Statement of Additional Information. The Investment Manager will promptly
communicate to the Administrator and to the officers and the Directors of the
Company such information relating to the Company's investment transactions as
they may reasonably request.
It is understood that the Investment Manager will not be deemed to
have acted unlawfully, or to have breached a fiduciary duty to the Company or be
in breach of any obligation owing to the Company under this Agreement, or
otherwise, by reason of its having directed a securities transaction on behalf
of the Company to a broker-dealer in compliance with the provisions of Section
28(e) of the Securities Exchange Act of 1934, as amended, or as described from
time to time by the Company's Prospectus and Statement of Additional
Information.
3. COMPENSATION OF THE INVESTMENT MANAGER. For the services to be rendered
by the Investment Manager as provided in Sections 1 and 2 of this Agreement, the
Investment Manager is entitled to receive from persons who purchase Units of the
Company ("Members") an annual management fee (the "Management Fee"). The
Management Fee is equal to 1.25% of the net asset value of each Member's Units.
The Investment Manager's fee is calculated and accrued monthly and is paid out
to the Investment Manager on a monthly basis. For purposes of determining the
Management Fee, net assets will be determined by taking into account net
realized gain or loss and the net change in unrealized appreciation or
depreciation of net assets.
All rights of compensation under this Agreement for services
performed as of the termination date shall survive the termination of this
Agreement.
4. OTHER EXPENSES. The Investment Manager shall pay all expenses incurred
with respect to the printing and mailing of reports, prospectuses, statements of
additional information, and sales literature relating to the solicitation of
prospective clients. The Company shall pay all expenses incurred with respect to
mailing to existing Members prospectuses, statements of additional information,
proxy solicitation material and Member reports.
5. REPORTS. The Company and the Investment Manager agree to furnish to
each other, if applicable, current prospectuses, proxy statements, reports to
Members, certified copies of their financial statements, and such other
information with regard to their affairs as each may reasonably request.
6. STATUS OF INVESTMENT MANAGER. The services of the Investment Manager to
the Company are not to be deemed exclusive, and the Investment Manager shall be
free to render similar services to others so long as its services to the Company
are not impaired thereby. The Investment Manager 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 Company in any way or
otherwise be deemed an agent of the Company.
7. CERTAIN RECORDS. Any records required to be maintained and preserved
pursuant to the provisions of Rule 31a-l and Rule 31a-2 promulgated under the
Investment Company Act which are prepared or maintained by the Investment
Manager on behalf of the Company are the property of the Company and will be
surrendered promptly to the Company on request.
8. LIMITATION OF LIABILITY OF INVESTMENT MANAGER. The duties of the
Investment Manager shall be confined to those expressly set forth herein, and no
implied duties are assumed by or may be asserted against the Investment Manager
hereunder. The Investment Manager 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 law or Federal securities law which cannot be waived or modified hereby.
(As used in this Section 8, the term "Investment Manager" shall include
directors, officers, employees and other corporate agents of the Investment
Manager [as well as the Limited Liability Company itself]).
9. PERMISSIBLE INTERESTS. Directors, agents, and Members of the Company
are or may be interested in the Investment Manager (or any successor thereof) as
directors, partners, officers, or Members, or otherwise; directors, partners,
officers, agents, and Members of the Investment Manager are or may be interested
in the Company as Directors, Members or otherwise; and the Investment Manager
(or any successor) is or may be interested in the Company as a Member or
otherwise. In addition, brokerage transactions for the Company may be effected
through affiliates of the Investment Manager if approved by the Board of
Directors, subject to the rules and regulations of the Securities and Exchange
Commission (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 Company 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 Company or
by vote of a majority of the outstanding voting Units of the Company; provided,
however, that if the Members of the Company fail to approve the Agreement as
provided herein, the Investment Manager may continue to
serve hereunder in the manner and to the extent permitted by the Investment
Company 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 Investment Company 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
Company or by vote of a majority of the outstanding voting Units of the Company
on not less than 30 days' nor more than 60 days' written notice to the
Investment Manager, or by the Investment Manager at any time without the payment
of any penalty, on 90 days' written notice to the Company. This Agreement will
automatically and immediately terminate in the assignment. Any notice under this
Agreement shall be given in writing, addressed and delivered, or mailed
postpaid, to the other party at any office of such party. 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 Investment Company Act and the rules and regulations
thereunder; subject to such exemptions as may be granted by the SEC under said
Act.
11. NOTICE. Any notice required or permitted to be given by either party
to the other shall be deemed sufficient if sent by registered or certified mail,
postage prepaid, addressed by the party giving notice to the other party at the
last address furnished by the other party to the party giving notice: if to the
Company, 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Attention: ________,
and if to the Investment Manager at 000 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, XX
00000, Attention: [Xxxxx Xxxxx].
12. 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.
13. GOVERNING LAW. This Agreement shall be 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.
A copy of the Certificate of Formation of the Company is on file with the
Secretary of the State of Delaware, and notice is hereby given that this
instrument is executed on behalf of the Directors of the Company as Directors,
and are not binding upon any of the Directors, officers, or Members of the
Company individually but binding only upon the assets and property of the
Company.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
as of the day and year first written above.
PARADIGM Multi Strategy Fund I, LLC
By: _____________________________________
Attest: _________________________________
Provident Asset Management, LLC
By: _____________________________________
Attest: _________________________________
