INVESTMENT MANAGEMENT AGREEMENT As of [___SEC Effective Date___]
Exhibit g(i)
As of [___SEC Effective Date___]
Ascent Investment Advisors, LLC
0000 Xxxx Xxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000
0000 Xxxx Xxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000
Dear Sirs:
The undersigned, Global Real Estate Investments Fund (the “Fund”) is a closed-end management
investment company organized as a Delaware statutory trust, which intends to offer shares of
beneficial interest to the public. The Fund desires to employ its capital by investing and
reinvesting the same in securities in accordance with the limitations specified in its Agreement
and Declaration of Trust and Registration Statement including the prospectus and statement of
additional information then in effect (the “Registration Statement”), copies of which have been,
submitted to you, and in such manner and to such extent as may from time to time be approved by the
Trustees of the Fund. Subject to the terms and conditions of this Agreement, the Fund desires to
employ Ascent Investment Advisors, LLC (the “Adviser”) and the Adviser desires to be so employed,
to supervise and assist in the management of the business of the Fund. Accordingly, this will
confirm our agreement as follows:
1. The Adviser shall, on a continuous basis, furnish reports, statistical and research services,
and make investment decisions with respect to the investments of the Fund. The Adviser shall use
its best judgment in rendering these services to the Fund.
2. The Adviser agrees that it will not make short sales of the Fund’s shares of beneficial
interest.
3. The Adviser agrees that in any case where an officer of the Adviser is also an officer or
director of another corporation, and the purchase or sale of securities issued by such other
corporation is under consideration, such officer or director shall abstain from participation in
any decision made on behalf of the Fund to purchase or sell any securities issued by such other
corporation.
4. The Adviser will provide office facilities to the Fund and has agreed to pay or reimburse the
Fund for all of its organizational expenses. The Fund will pay all of its expenses and liabilities
(excluding its organizational expenses), including expenses and liabilities incurred in connection
with maintaining its registration under the Investment Company Act of 1940, as amended (the “1940
Act”), and the Securities Act of 1933, as amended, and registering and qualifying under the
securities laws of the states in which the Fund’s shares are registered or qualified for sale,
expenses associated with the Fund’s annual repurchase policy, the costs and expenses of preparing,
printing, including typesetting, and distributing prospectuses and statements of additional
information of the Fund and supplements thereto to the Fund’s shareholders, other mailing expenses,
brokerage expenses, issue and transfer taxes on sales of Fund securities, custodian and stock
transfer charges, other printing, legal and auditing expenses, expenses of shareholders’ meetings,
and reports to shareholders.
5. In consideration of the Adviser performing its obligations hereunder, the Fund will pay to the
Adviser a monthly management fee computed at the annual rate of 0.95% of the average daily net
assets of the Fund for the first $99,999,999 of Fund net assets. The management fee will decrease
as the net assets of the Fund increase over $99,999,999. The applicable annual rate of the
management fee according to the Fund’s net assets is set forth in the table below.
Annual Management | ||||
Fee Rate | ||||
Average Daily Net | (as a Percentage of Average | |||
Assets of the Fund | Daily Net Assets) | |||
Up to $99,999,999 |
0.95 | % | ||
Next $400,000,000 (Assets from $100,000,000-$499,999,999) |
0.85 | % | ||
Next $500,000,000 (Assets from $500,000,000-$999,999,999) |
0.75 | % | ||
Next $2,000,000,000 (Assets from $1,000,000,000-$2,999,999,999) |
0.65 | % | ||
Assets $3,000,000,000 and over |
0.55 | % |
6. The Fund understands that the Adviser may act as investment adviser to other investment
companies, and that the Adviser and its affiliates may act as investment advisers to individuals,
partnerships, corporations, pension funds and other entities, and the Fund confirms that it has no
objection to the Adviser or its affiliates so acting.
7. The Adviser shall not be liable for any error of judgment or for any loss suffered by the Fund
in connection with performance of its obligations under this Agreement, except a loss resulting
from a breach of fiduciary duty with respect to the receipt of compensation for services (in which
case any award of damages shall be limited to the period and the amount set forth in Section
36(b)(3) of the 1940 Act), or a loss resulting from willful misfeasance, bad faith or gross
negligence on the part of the Adviser in the performance of its duties or from reckless disregard
of its obligations and duties under this Agreement (such exceptions collectively, “Actionable
Adviser Misconduct”).
Subject to any limitations imposed by applicable law or regulation, the Fund agrees to indemnify
and hold harmless the Adviser and its controlling persons, managers, directors, officers and
employees (collectively, the “Adviser Indemnified Parties”), against any and all loss, liability,
claim, damage and expense whatsoever, including reasonable attorney’s fees and costs, as incurred,
(i) arising out of the Fund’s Registration Statement, and all prospectuses, proxy statements,
reports to shareholders, sales literature, marketing materials or other materials prepared for
distribution to shareholders of the Fund, the public or otherwise in connection with the capital
raising for the Fund (collectively, the “Fund Materials”) and (ii) otherwise in connection with the
operation or maintenance of the Fund.
Notwithstanding the foregoing, no such indemnification shall be provided to Adviser:
a. To the extent any such loss, liability, claim, damage and/or expense arises from any
information or disclosure that, in each instance, has been previously approved in writing
(including by electronic mail) by the Adviser and that relates specifically to (i) the
Adviser or its controlling persons, managers, directors, officers or employees, (ii) the
policies and procedures of the Adviser, or (iii) the services to be provided by the Adviser
(“Approved Information”), provided further, that the foregoing limitation shall not apply to
claims for indemnification that arise from Approved Information, which is included in the
Fund Materials after the time the Adviser revokes in writing (including by electronic mail)
its approval of such Approved Information; or
b. to the extent that any such loss, liability, claim, damage and/or expense arises out of
or is based on any Actionable Adviser Misconduct that contributed materially thereto.
The Fund shall indemnify and hold harmless the Adviser Indemnified Parties against any loss,
liability, claim, damage or expense whatsoever, including reasonable attorneys’ fees and costs, as
incurred, arising out of the Fund’s breach of its duties or obligations under this Agreement or
breach of applicable law, rule or regulation in connection with the Fund’s performance under this
Agreement; provided, however, that nothing herein shall be deemed to protect the Adviser against
any liability arising out of any Actionable Adviser Misconduct.
The Adviser agrees to indemnify and hold harmless the Fund, the trustees, officers, employees and
agents of the Fund and each person, if any, who controls the Fund within the meaning of Section 15
of the Securities Act of 1933 (collectively, the “Fund Indemnified Parties”) against any and all
loss, liability, claim, damage and expense whatsoever, including reasonable attorney’s fees and
costs, as incurred, arising out of Approved Information, provided that no such indemnification
shall be provided to the Fund Indemnified Parties for claims arising from Approved Information
which is included in the Fund Materials after the time the Adviser revokes in writing (including by
electronic mail) its approval of such Approved Information.
The Adviser shall indemnify and hold harmless the Fund Indemnified Parties against any loss,
liability, claim, damage or expense (including reasonable attorneys’ fees and costs) arising out of
any Adviser Misconduct; provided, however, that nothing herein shall be deemed to protect the Fund
against any liability to which the Fund would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence on its part in the performance of its duties under this
Agreement or by reason of the Fund’s reckless disregard of its obligations and duties under this
Agreement.
The indemnification provided herein will remain in full force and effect regardless of any
termination of this Agreement with regard to any claim for indemnification relating to any loss,
liability, claim, damage or expense arising during the term of this Agreement.
Notwithstanding the foregoing, nothing contained in this Section 7 or elsewhere in this Agreement
shall constitute a waiver by the Fund of any of their respective rights under applicable U.S.
federal securities laws whose applicability is not permitted to be contractually waived.
8. This Agreement shall be in effect for two (2) years starting on the date hereof. This Agreement
shall continue in effect from year to year thereafter with respect to the Fund, provided it is
approved, at least annually, in the manner required by the 1940 Act. The 1940 Act requires that
this Agreement and any renewal thereof be approved by a vote of (i) a majority of Trustees of the
Fund who are not parties thereto or interested persons (as defined in the 0000 Xxx) of any such
party, cast in person at a meeting duly called for the purpose of voting on such approval, and (ii)
in the case of its initial approval, by a majority of the outstanding voting securities of the Fund
or (iii) in the case of its annual renewal, by a vote of the Trustees of the Fund or a majority of
the outstanding voting securities of the Fund. A vote of a majority of the outstanding voting
securities of the Fund is defined in the 1940 Act to mean a vote of the lesser of (a) more than 50%
of the outstanding voting securities of the Fund or (b) 67% or more of the voting securities
present at the meeting if more than 50% of the outstanding voting securities are present or
represented by proxy.
This Agreement may be terminated at any time with respect to the Fund, without payment of any
penalty, on sixty (60) days’ prior written notice by a vote of a majority of the Fund’s outstanding
voting securities, by a vote of a majority of the Trustees of the Fund, or by the Adviser. This
Agreement shall be automatically terminated in the event of its assignment (as such term is defined
in the 1940 Act).
9. This Agreement is made by the Fund pursuant to authority granted by the Trustees, and the
obligations created hereby are not binding on any of the Trustees or shareholders of the Fund
individually, but bind only the property of the Fund.
10. This Agreement shall be governed by and construed in accordance with the laws of the State of
Delaware, without regard to conflicts of laws principles.
If the foregoing is in accordance with your understanding, please so indicate by signing and
returning to the undersigned the enclosed copy hereof.
Very truly yours, GLOBAL REAL ESTATE INVESTMENTS FUND |
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By: | ||||
Name: | ||||
Title: | ||||
ACCEPTED:
ASCENT INVESTMENT ADVISORS, LLC
By: |
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Name:
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