EX-99.2(g)
INVESTMENT ADVISORY AGREEMENT
THIS INVESTMENT ADVISORY AGREEMENT is made as of the ___ day of
August, 2001, by and between Lazard Alternative Strategies Fund, L.L.C., a
Delaware limited liability company (the "Company"), and Lazard Alternatives,
LLC, a Delaware limited liability company (the "Investment Adviser").
WHEREAS, the Company intends to engage in business as a closed-end,
non-diversified management investment company and is registered as such under
the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Investment Adviser is registered as an investment adviser
under the Investment Advisers Act of 1940, as amended, and engages in the
business of acting as an investment adviser; and
WHEREAS, the Company desires to retain the Investment Adviser to
render investment advisory services to the Company in the manner and on the
terms and conditions hereinafter set forth; and
WHEREAS, the Investment Adviser desires to be retained to perform such
services on said terms and conditions:
NOW, THEREFORE, in consideration of the terms and conditions
hereinafter contained, the Company and the Investment Adviser agree as follows:
1. The Company hereby retains the Investment Adviser to act as its
investment adviser and, subject to the supervision and control of the Board of
Managers of the Company (the "Board of Managers"), to manage the investment
activities of the Company as hereinafter set forth. Without limiting the
generality of the foregoing, the Investment Adviser shall: obtain and evaluate
such information and advice relating to the economy, securities markets, and
securities as it deems necessary or useful to discharge its duties hereunder;
continuously manage the assets of the Company in a manner consistent with the
investment objective, policies and restrictions of the Company, as set forth in
the Confidential Memorandum of the Company and as may be adopted from time to
time by the Board of Managers, and applicable laws and regulations; determine
the securities and other investments to be purchased, sold or otherwise disposed
of by the Company and the timing of such purchases, sales and dispositions;
invest discrete portions of the Company's assets (which may constitute, in the
aggregate, all of the Company's assets) in unregistered and registered
investment funds or other investment vehicles ("Portfolio Funds"), which are
managed by investment managers ("Portfolio Managers"), including Portfolio
Managers for which separate investment vehicles have been created by the Company
in which the Portfolio Managers serve as general partners or managing members
and the Company is the sole investor; allocate to Portfolio Managers who are
retained by the Company assets of the Company to be managed as separate managed
accounts ("Portfolio Accounts"); and take such further action, including the
placing of purchase and sale orders and the voting of securities on behalf of
the Company, as the Investment Adviser shall deem necessary or appropriate. The
Investment Adviser shall furnish to or place at the disposal of the Company such
of the information, evaluations, analyses and opinions formulated or obtained by
the Investment Adviser in the discharge of its duties as the Company may, from
time to time, reasonably request.
2. Without limiting the generality of paragraph 1 hereof, the
Investment Adviser shall be authorized to open, maintain and close accounts in
the name and on behalf of the Company with brokers and dealers as it deems
appropriate; to pursue and implement the investment policies and strategies of
the Company using a multi-manager strategy whereby some or all of the Company's
assets may be committed from time to time by the Investment Adviser to Portfolio
Funds or to the discretionary management of one or more Portfolio Managers, the
selection of which shall be subject to the approval of the Board of Managers in
accordance with requirements of the 1940 Act and the approval of a majority (as
defined in the 0000 Xxx) of the Company's outstanding voting securities, unless
the Company receives an exemption from the provisions of the 1940 Act requiring
such approval by security holders; and to identify appropriate Portfolio Funds
and Portfolio Managers and determine the assets to be committed to each of them.
3. The Investment Adviser shall, at its own expense, maintain such
staff and employ or retain such personnel and consult with such other persons as
may be necessary to render the services required to be provided by the
Investment Adviser or furnished to the Company under this Agreement. Without
limiting the generality of the foregoing, the staff and personnel of the
Investment Adviser shall be deemed to include persons employed or otherwise
retained by the Investment Adviser or made available to the Investment Adviser
by its members.
4. The Company will, from time to time, furnish or otherwise make
available to the Investment Adviser such financial reports, proxy statements,
policies and procedures and other information relating to the business and
affairs of the Company as the Investment Adviser may reasonably require in order
to discharge its duties and obligations hereunder.
5. The Investment Adviser shall bear the cost of rendering the
services to be performed by it under this Agreement.
6. In consideration of the services provided to the Company by the
Investment Adviser under this Agreement, Lazard Alternative Strategies Holdings,
L.L.C., shall be entitled to be the Special Member of the Company (the Special
Member") pursuant to the terms of the Limited Liability Company Agreement of the
Company (the "L.L.C. Agreement") and to receive incentive allocations in
accordance with the terms and conditions of Section 5.8 of the L.L.C. Agreement
(the "Incentive Allocation"). The Special Member's right to receive the
Incentive Allocation will end upon the termination of this Agreement. The
Incentive Allocation, if any, will be computed and credited to the capital
account of the Special Member as provided by the L.L.C. Agreement.
7. The Investment Adviser will use its best efforts in the
supervision and management of the investment activities of the Company and in
providing services hereunder, but in the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard of its obligations hereunder, the
Investment Adviser, its members, their respective directors, officers or
employees and their respective affiliates, executors, heirs, assigns, successors
or other legal representatives (collectively, the "Affiliates") shall not be
liable to the Company for any error of
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judgment for any mistake of law or for any act or omission by the Investment
Adviser or any of the Affiliates.
8. (a) The Company shall indemnify the Investment Adviser, its
members, their respective directors, officers or employees and their respective
affiliates, executors, heirs, assigns, successors or other legal representatives
(each an "Indemnified Person") against any and all costs, losses, claims,
damages or liabilities, joint or several, including, without limitation,
reasonable attorneys' fees and disbursements, resulting in any way from the
performance or non-performance of any Indemnified Person's duties with respect
to the Company, except those resulting from the willful misfeasance, bad faith
or gross negligence of an Indemnified Person or the Indemnified Person's
reckless disregard of such duties, and in the case of criminal proceedings,
unless such Indemnified Person had reasonable cause to believe its actions
unlawful (collectively, "disabling conduct"). Indemnification shall be made
following: (i) a final decision on the merits by a court or other body before
which the proceeding was brought that the Indemnified Person was not liable by
reason of disabling conduct or (ii) a reasonable determination, based upon a
review of the facts and reached by (A) the vote of a majority of the Managers
who are not parties to the proceeding or (B) legal counsel selected by a vote of
a majority of the Board of Managers in a written advice, that the Indemnified
Person is entitled to indemnification hereunder. The Company shall advance to an
Indemnified Person (to the extent that it has available assets and need not
borrow to do so) reasonable attorneys' fees and other costs and expenses
incurred in connection with the defense of any action or proceeding arising out
of such performance or non-performance; PROVIDED, HOWEVER, that the
determination to make any such advance shall be preceded by a reasonable
determination reached by either (A) a vote of a majority of the Managers who are
not parties to the preceding or (B) legal counsel selected by a vote of a
majority of the Board of Managers in a written advice, that the indemnified
person ultimately will be found entitled to indemnification. The Investment
Adviser agrees, and each other Indemnified Person will agree as a condition to
any such advance, that in the event the Indemnified Person receives any such
advance, the Indemnified Person shall reimburse the Company for such fees, costs
and expenses to the extent that it shall be determined that the Indemnified
Person was not entitled to indemnification under this paragraph 8.
(b) Notwithstanding any of the foregoing to the contrary, the
provisions of this paragraph 8 shall not be construed so as to relieve the
Indemnified Person of, or provide indemnification with respect to, any liability
(including liability under Federal Securities laws, which, under certain
circumstances, imposes liability even on persons who act in good faith) to the
extent (but only to the extent) that such liability may not be waived, limited
or modified under applicable law or that such indemnification would be in
violation of applicable law, but shall be construed so as to effectuate the
provisions of this paragraph 8 to the fullest extent permitted by law.
9. Nothing contained in this Agreement shall prevent the Investment
Adviser or any affiliated person of the Investment Adviser from acting as
investment adviser or manager for any other person, firm or corporation and,
except as required by applicable law (including Rule 17j-1 under the 1940 Act),
shall not in any way bind or restrict the Investment Adviser or any such
affiliated person from buying, selling or trading any securities or commodities
for their own accounts or for the account of others for whom they may be acting.
Nothing in this Agreement shall limit or restrict the right of any member,
officer or employee of the Investment
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Adviser to engage in any other business or to devote his or her time and
attention in part to the management or other aspects of any other business
whether of a similar or dissimilar nature.
10. This Agreement shall remain in effect for an initial term of two
years from the date of its execution, and shall continue in effect from year to
year thereafter provided such continuance is approved at least annually by the
vote of a majority of the outstanding voting securities of the Company, as
defined by the 1940 Act and the rules thereunder, or by the Board of Managers;
and provided that in either event such continuance is also approved by a
majority of the Managers who are not parties to this Agreement or "interested
persons" (as defined by the 0000 Xxx) of any such party (the "Independent
Managers"), by vote cast in person at a meeting called for the purpose of voting
on such approval. The Company may at any time, without payment of any penalty,
terminate this Agreement upon sixty days' prior written notice to the Investment
Adviser, either by majority vote of the Board of Managers or by the vote of a
majority of the outstanding voting securities of the Company (as defined by the
1940 Act and the rules thereunder). The Investment Adviser may at any time,
without payment of penalty, terminate this Agreement upon sixty days' prior
written notice to the Company. This Agreement shall automatically terminate in
the event of its assignment (to the extent required by the 1940 Act and the
rules thereunder) unless such automatic termination shall be prevented by an
exemptive order of the Securities and Exchange Commission.
11. Any notice under this Agreement shall be given in writing and
shall be deemed to have been duly given when delivered by hand or facsimile or
five days after mailed by certified mail, post-paid, by return receipt requested
to the other party at the principal office of such party.
12. This Agreement may be amended only by the written agreement of
the parties. Any amendment shall be required to be approved by the Board of
Managers and by a majority of the Independent Managers in accordance with the
provisions of Section 15(c) of the 1940 Act and the rules thereunder. If
required by the 1940 Act, any amendment shall also be required to be approved by
such vote of members of the Company as is required by the 1940 Act.
13. This Agreement shall be construed in accordance with the laws of
the state of New York and the applicable provisions of the 1940 Act. To the
extent the applicable law of the State of New York, or any of the provisions
herein, conflict with the applicable provisions of the 1940 Act, the latter
shall control.
14. The Company represents that this Agreement has been duly approved
by the Board of Managers, including a majority of the Independent Managers, and
by the sole initial member of the Company, in accordance with the requirements
of the 1940 Act.
15. The parties to this Agreement agree that the obligations of the
Company under this Agreement shall not be binding upon any of the Managers,
members of the Company or any officers, employees or agents, whether past,
present or future, of the Company, individually, but are binding only upon the
assets and property of the Company.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement as of the day and year first above written.
LAZARD ALTERNATIVE STRATEGIES FUND, L.L.C.
By: Lazard Alternative Strategies Holdings, L.L.C.
Organizational Member
By:
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Name: Xxxxxxx X. Rome
Title: Managing Director
Date:
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LAZARD ALTERNATIVES, LLC
By:
--------------------------------
Name: Xxxxxxx X. Rome
Title: Managing Director
Date:
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