INVESTMENT MANAGER AGREEMENT
AGREEMENT
made as of December 31, 2008 by and between CCM Advisors, LLC, a limited
liability company organized under the laws of the state of Delaware (the
"Adviser") and Xxxx Xxxxxxxxx Asset Management, LLC, a company organized under
the laws of Ohio (the "Investment Manager"), on behalf of the AHA Full Maturity
Fixed Income Fund (the “Fund”), a series of CNI Charter Funds (the
"Trust"):
WHEREAS,
the Trust is registered as an open-end management investment company under the
Investment Company Act of 1940, as amended (the “1940 Act”);
WHEREAS,
the Trust issues shares (the “Shares”) in the Fund registered under the 1940 Act
pursuant to a registration statement filed with the Securities and Exchange
Commission (the “SEC”), as amended from time to time (the “Registration
Statement”);
WHEREAS,
the Investment Manager is an investment adviser registered under the Investment
Advisers Act of 1940, as amended (the “Advisers Act”), and has filed
notification filings under all applicable state securities laws;
WHEREAS,
the Adviser is employed by the Trust, pursuant to an investment advisory
agreement (the “Advisory Agreement”), to act as investment adviser for and to
manage, or arrange for the management of, the investment and reinvestment of the
assets of such portion of the assets of the Fund as the Adviser shall from time
to time designate (the “Account”), to the extent requested by and subject to the
supervision and control of, the Board of Trustees of the Trust (the
“Board”);
WHEREAS,
the Trust and the Adviser desire to retain the Investment Manager to render
investment advisory services to the Account; and
WHEREAS,
the Investment Manager is willing to provide investment advisory services to the
Account, in the manner and on the terms and conditions set forth
below;
NOW,
THEREFORE, in consideration of their mutual promises, the Adviser and the
Investment Manager agree as follows:
ARTICLE
1
Employment
of Investment Manager
1.1 The
Adviser hereby employs the Investment Manager to manage the investment and
reinvestment of the assets of the Account, to the extent requested by and
subject to the supervision and control of, the Adviser and the Board for the
period and upon the terms herein set forth.
1.2 The
Investment Manager accepts such employment and agrees during such period at its
own expense to render such services, and to assume the obligations herein set
forth for the compensation herein provided.
1.3 The
Investment Manager shall for all purposes be deemed to be an independent
contractor, and unless otherwise expressly provided or authorized shall have no
authority to act for or represent the Trust or the Fund in any way or otherwise
be deemed an agent of the Trust, the Fund or the
Adviser. Notwithstanding the foregoing, the Investment Manager shall,
for the purposes of this agreement, have authority to act as agent for the Fund,
subject to supervision by the Adviser and the Board.
1.4 The
services of the Investment Manager herein provided are not to be deemed
exclusive and the Investment Manager shall be free to render similar services or
other services to others so long as its services hereunder shall not be impaired
thereby. It is understood and agreed that the members, officers and
employees of the Investment Manager are not prohibited from engaging in any
other business activity or from rendering services to any other person, or from
serving as partners, officers, directors, trustees, or employees of any other
firm or corporation.
1.5 The
assets of the Fund will be maintained in the custody of a custodian (who shall
be identified by the Adviser in writing). The Investment Manager will
not have custody of any securities, cash or other assets of the Fund and will
not be liable for any loss resulting from any act or omission of the custodian
other than acts or omissions arising in reasonable reliance on instructions of
the Investment Manager. The custodian will be responsible for the
custody, receipt and delivery of securities and other assets of the Fund, and
the Investment Manager shall have no authority, responsibility or obligation
with respect to the custody, receipt or delivery of securities or other assets
of the Fund. The Adviser shall be responsible for all custodial
arrangements, including arrangement for the payment of all fees and charges to
the custodian.
ARTICLE
2
Duties
of Investment Manager
2.1 Investment Management
Services.
(a) Subject
to the general supervision of the Board and the Adviser, the Investment Manager
shall provide a continuous and discretionary investment program for the Account
and determine the composition of the assets of the Account, including
determination of the purchase, retention or sale of the securities, cash and
other investments for the Account. In performing these duties, the
Investment Manager shall:
(i) perform
research and obtain and evaluate pertinent economic, statistical, and financial
data relevant to the investment policies of the Fund as set forth in the
Registration Statement;
(ii) seek
out and implement specific investment opportunities, consistent with any
investment strategies approved by the Board;
(iii) take
such steps as are necessary to implement any overall investment strategies
approved by the Board for the Fund, including making and carrying out day-to-day
decisions to acquire or dispose of permissible investments, managing investments
and any other property of the Account, and providing or obtaining such services
as may be necessary in managing, acquiring or disposing of
investments;
(iv) regularly
report to the Board with respect to the implementation of any approved overall
investment strategy and any other activities in connection with management of
the assets of the Account, including furnishing, within 60 days after the end of
each calendar quarter, a statement of all purchases and sales during the quarter
and a schedule of investments and other assets of the Account as of the end of
the quarter;
(v) maintain
all required accounts, records, memoranda, instructions or authorizations
relating to the acquisition or disposition of investments for the
Account;
(vi) provide
such information as is reasonably requested to assist in the determination of
the net asset value of the shares of the Fund in accordance with applicable law;
and
(vii) not
consult with any other sub-adviser of any other portion of the Fund or any other
series of the Trust concerning transactions of the Fund or any other series of
the Trust in which (a) the Investment Manager of any of its affiliated persons
serves as principal underwriter, or (b) such other sub-adviser or any of its
affiliated persons serves as principal underwriter.
(b) The
Investment Manager acknowledges that neither the Adviser nor its employees shall
be required to evaluate the merits of investment selections or decisions made by
the Investment Manager or be required to approve the selections or decisions, or
to confirm their compliance with applicable investment policies and
restrictions; these responsibilities being within the duties of the Investment
Manager.
(c) The
Investment Manager’s services shall be subject always to the control and
supervision of the Adviser and the Board, the restrictions of the Agreement and
Declaration of Trust (the “Declaration of Trust”) and Bylaws of the Trust, as
amended from time to time, the provisions of the 1940 Act, the statements
relating to the Fund’s investment objective or objectives, investment policies
and investment restrictions as set forth in the then-current Registration
Statement, and any applicable provisions of the Internal Revenue Code of 1986,
as amended (the “Code”). The Adviser has furnished or will furnish
the Investment Manager with copies of the Registration Statement, Declaration of
Trust, and Bylaws as currently in effect and agrees during the continuance of
this agreement to furnish the Investment Manager with copies of any amendments
or supplements thereto before or at the time the amendments or supplements
become effective. The Investment Manager will be entitled to rely on
all documents furnished by the Adviser.
(d) The
Investment Manager represents that it shall make every effort to ensure that the
Fund continuously qualifies as a Regulated Investment Company under Subchapter M
of the Code or any successor provision. Except as instructed by the
Board or the Adviser, the Investment Manager shall also make decisions for the
Account as to the manner in which voting rights, rights to consent to corporate
action and any other rights pertaining to the Account’s portfolio securities
shall be exercised. Should the Board at any time make any
determination as to investment policy and notify the Investment Manager thereof,
the Investment Manager 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.
(e) In
connection with the acquisition or disposition of securities described in
Section 2.1(a) (iii), the Investment Manager may place orders for the purchase
or sale of Account investments for the account of the Fund with brokers or
dealers selected by it and, to that end, the Investment Manager is authorized as
agents 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 brokers or dealers and the
placing of purchase and sale orders with respect to assets of the Account, the
Investment Manager is directed at all times to seek best execution under the
circumstances of each particular transaction, taking into consideration the full
range and quality of a broker’s services in placing brokerage including, among
other things, the value of research provided as well as execution capability,
commission rate, financial responsibility and responsiveness to the Investment
Manager, consistent with the policy guidelines set forth in the current
Registration Statement. Subject to this requirement and the
provisions of the Advisers Act, the 1940 Act, and other applicable provisions of
law, the Investment Manager may select brokers or dealers with which it, the
Adviser or the Fund is affiliated.
(f) As
mentioned above, in seeking best execution, the Investment Manager may take into
consideration research and statistical information and wire and other quotation
services provided by brokers and dealers to the Adviser and Investment
Manager. The Investment Manager is also authorized to effect
individual securities transactions at commission rates in excess of the minimum
commission rates available, if the Investment Manager determines in good faith
that such amount of commission is reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer, viewed in
terms of either that particular transaction or Investment Manager’s overall
responsibilities with respect to the Account. The policies with
respect to brokerage allocation, determined from time to time by the Board are
those disclosed in the Registration Statement. The execution of such
transactions shall not be deemed to represent an unlawful act or breach of any
duty created by this agreement or otherwise. The Investment Manager
periodically will evaluate the statistical data, research and other investment
services provided to it by brokers and dealers. Such services may be
used by the Investment Manager in connection with the performance of its
obligations under this agreement or in connection with other advisory or
investment operations including using such information in managing its own
accounts.
(g) Nothing
in this agreement shall preclude the aggregation of orders for sale or purchase
of securities or other investments by two or more series of the Trust or by the
Trust and other accounts (collectively, “Advisory Clients”) managed by the
Adviser or the Investment Manager to the Fund, provided that: (i) the
Adviser or Investment Manager’s actions with respect to the aggregation of
orders for multiple Advisory Clients, including the Fund, are consistent with
the then-current positions in this regard taken by the Securities and Exchange
Commission or its staff through releases, “no-action” letters, or otherwise; and
(ii) the Investment Manager’s policies with respect to the aggregation of orders
for multiple Advisory Clients have been previously submitted to the
Adviser.
(h) The
Investment Manager will advise the Adviser and, if instructed by the Adviser,
the Fund's custodian on a prompt basis each day by electronic telecommunication
or facsimile of each confirmed purchase and sale of a portfolio security
specifying the name of the issuer, the full description of the security
including its class, amount or number of shares of the security purchased or
sold, the market price, the commission, government charges and gross or net
price, trade date, settlement date and identity of the clearing
broker. Under no circumstances may the Trust, the Adviser, the
Investment Manager, SEI Investments Mutual Fund Services or any affiliates of
such parties act as principal in a securities transaction with the Fund or any
other investment company managed by the Adviser unless (i) permitted by an
exemptive provision, rule or order under the 1940 Act and (ii) upon obtaining
prior approval of the securities transaction from the Adviser. Any
such transactions shall be reported quarterly to the Board.
(i) The
Investment Manager shall inform the Adviser and the Board on a current basis of
changes in investment strategy or tactics or key personnel. It shall
also be the duty of the Investment Manager to furnish to the Board such
information as may reasonably be necessary for the Board to evaluate this
agreement or any proposed amendments thereto for the purposes of casting a vote
pursuant to Section 7.
(j) The
Investment Manager represents and warrants that it is in compliance with all
applicable rules and regulations of the SEC pertaining to its investment
advisory activities and agrees that it will conform with all applicable rules
and regulations of the SEC pertaining to its investment advisory
activities.
(k) The
Investment Manager acknowledges and agrees that (i) the names “CNI Charter” and
“CNI Charter Funds” are the property of City National Bank, (ii) the name “AHA”
is the property of the American Hospital Association, and (iii) the Investment
Manager will publicly disseminate information concerning the Fund and the Trust
only if such information has been approved in advance by the Trust.
ARTICLE
3
Allocation
of Charges and Expenses
3.1 The
Investment Manager will bear its own costs of providing services
hereunder. Other than as specifically indicated herein the Investment
Manager shall not be responsible for the Fund's or the Adviser's expenses,
including, without limitation: the day to day expenses related to the
operation and maintenance of office space, facilities and equipment; expenses
incurred in the organization of the Fund, including legal and accounting
expenses and certain costs of registering securities of the Fund under federal
securities law and qualifying for sale under state securities laws; any share
redemption expenses; expenses of portfolio transactions; shareholder servicing
costs; pricing costs; interest on borrowings by the Fund; charges of the
custodian and transfer agent, if any; cost of auditing services; all taxes and
fees; certain insurance premiums; investor services (including allocable
personnel and telephone expenses); the cost of paying dividends and capital
gains distributions and any extraordinary expenses, including litigation costs
in legal actions involving the Fund, or costs related to indemnification of
Trustees, officers and employees of the Trust.
3.2 The
Fund shall be free to retain at its expense other persons to furnish it with any
services whatsoever, including, without limitation, statistical, factual or
technical information or advice.
ARTICLE
4
Compensation
of the Investment Manager
4.1 For
the services to be rendered as provided herein, the Adviser shall pay to the
Investment Manager for each month of the Fund’s fiscal year on the last day of
each such month a fee based upon the average daily net assets of the Account, as
determined pursuant to the Fund’s Registration Statement, at the following
annual rate as a percentage of the Account's average daily net
assets:
20
basis points (0.20%)
4.2 For
the month and year in which this agreement becomes effective or terminates there
shall be an appropriate proration on the basis of the number of days that the
agreement is in effect during the month and year respectively.
4.3 If
the net asset value is not required to be determined on any particular business
day, then for the purpose of the foregoing computations, the net asset value of
a share as last determined shall be deemed to be the net asset value of a share
as of the close of business on that day.
4.4 In
connection with purchases or sales of portfolio securities for the account of
the Fund, neither the Investment Manager nor any officer, director, shareholder
or other affiliate of the Investment Manager shall: (i) act as agent
and accept any compensation other than its compensation provided for in this
agreement, except in the course of such person’s business as an underwriter or
broker; or (ii) act as broker and accept any commission, fee, or other
remuneration in excess of the limits prescribed in the 1940 Act and the rules
promulgated thereunder.
4.5 The
Investment Manager agrees that in all matters relating to the management of the
investment of the assets of the Fund, it will act in conformity with the
Registration Statement, Declaration of Trust, and Bylaws of the Trust then in
effect as provided to the Investment Manager in accordance with Section 2.1
(c).
ARTICLE
5
Limitations
of Liability
5.1 The
Investment Manager shall give the Fund the benefit of the Investment Manager’s
best judgment and efforts in rendering services under this agreement; provided,
that the Investment Manager shall not be liable for any error of judgment or
mistake of law, or for any loss suffered by the Trust in connection with the
matters to which this agreement relates (including, without limitation, by
reason of the purchase, sale or retention of any security), except loss
resulting from: (i) willful misfeasance, bad faith or gross
negligence on the part of the Investment Manager in the performance of its
obligations and duties under this agreement; (ii) its reckless disregard of its
obligations and duties under this agreement; or (iii) a breach of Section 2.1(d)
of this agreement. The terms of this Section 5.1 shall survive
termination of this agreement.
ARTICLE
6
Books
and Records
6.1 In
compliance with the requirements of Rule 31a-3 under the 1940 Act, the
Investment Manager shall maintain separate books and detailed records of all
matters pertaining to the Fund (the "Fund's Books and Records"), including
without limitation a daily ledger of such assets and liabilities relating
thereto and brokerage and other records of all securities
transactions. The Fund's Books and Records shall be available by
overnight delivery of copies or for telecopying without delay to the Adviser
during any day that the Fund is open for business. The Investment
Manager shall preserve for the periods prescribed by Rule 31a-2 under the 1940
Act the records required to be maintained by Rule 31a-1 under the 1940
Act.
6.2 The
Investment Manager agrees that all books and records which it maintains for the
Fund are the property of the Trust and further agrees to surrender promptly to
the Trust any such books, records or information upon the Trust’s
request. All such books and records shall be made available, within
five business days of a written request, to the Trust’s accountants or auditors
during regular business hours at the Adviser’s offices. The Trust or
its authorized representative shall have the right to copy any records in the
possession of the Investment Manager which pertain to the Trust. Such
books, records, information or reports shall be made available to properly
authorized government representatives consistent with state and federal law
and/or regulations. In the event of the termination of this
agreement, all such books, records or other information shall be returned to the
Trust free from any claim or assertion of rights by the Investment
Manager.
6.3 The
Investment Manager further agrees that it will not disclose or use any records
or information obtained pursuant to this agreement in any manner whatsoever
except as authorized in this agreement. Each party shall treat as
confidential all Confidential Information of the other (as that term is defined
below) and use such information only in furtherance of the purposes of this
agreement. Each party shall limit access to the Confidential
Information to its affiliates, employees, consultants, auditors and regulators
who reasonably require access to such Confidential Information, and otherwise
maintain policies and procedures designed to prevent disclosure of the
Confidential Information. For purposes of this agreement,
Confidential Information shall include all non-public business and financial
information, methods, plans, techniques, processes, documents and trade secrets
of a party. Confidential Information shall not include anything that
(i) is or lawfully becomes in the public domain, other than as a result of a
breach of an obligation hereunder, (ii) is furnished to the applicable party by
a third party having a lawful right to do so, or (iii) was known to the
applicable party at the time of the disclosure.
ARTICLE
7
Duration
and Termination of this Agreement
7.1 This
agreement shall not become effective unless and until the later of the time at
which it is approved by the Board, including a majority of Trustees who are not
parties to this agreement or interested persons of any such party to this
agreement, or the time at which it is approved by a majority of the outstanding
voting securities of the Fund as required by the 1940 Act. This
agreement shall come into full force and effect on the later of such two
dates. The agreement shall continue in effect for two years and shall
thereafter continue in effect from year to year so long as such continuance is
specifically approved at least annually by: (i) the Board, or by the
vote of a majority of the outstanding voting securities of the Fund; and (ii) a
majority of those Trustees 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.
7.2 Termination.
(a) This
agreement may be terminated at any time, without penalty, by vote of the Board
or by vote of the holders of a majority of such Fund’s outstanding voting
securities, or by the Adviser or Investment Manager, on sixty (60) days’ written
notice to the other party.
(b) This
agreement may be terminated at any time without the payment of any penalty by
vote of the Board in the event that it shall have been established by a court of
competent jurisdiction that the Investment Manager or any officer or director of
the Investment Manager has taken any action which results in a breach of the
covenants of the Investment Manager set forth herein.
(c) This
agreement shall automatically terminate, without the payment of any penalty in
the event of its assignment, or in the event the Advisory Agreement is assigned
or terminates for any other reason.
ARTICLE
8
Amendments
to this Agreement
8.1 This
agreement may be amended by the parties only if such amendment is specifically
approved by: (i) if required by law the vote of a majority of the outstanding
voting securities of the Fund, and (ii) a majority of those Trustees 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.
8.2 Notwithstanding
anything herein to the contrary, this agreement may be amended by the parties
without the vote or consent of shareholders of the Fund to supply any omission,
to cure, correct or supplement any ambiguous, defective or inconsistent
provision hereof, or if they deem necessary to conform this agreement to the
requirements of applicable federal laws or regulations, but neither the Adviser
or Investment Manager shall be liable for failing to do so.
ARTICLE
9
Notices
9.1 Any
notice shall be sufficiently given when sent by registered or certified mail to
the other party at the address of such party set forth below or at such other
address as such party may from time to time specify in writing to the other
party.
If to the
Adviser:
CCM
Advisors, LLC.
000 X.
XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx,
Xxxxxxxx 00000
Attn: Xxxxxxx
X. Xxxxxxx
If to the
Investment Manager:
Xxxx
Xxxxxxxxx Asset Management, LLC
0000 Xxxx
0xx
Xxxxxx, Xxxxx 0000
Xxxxxxxxx,
XX 00000
Attn:
Xxxxx X. Xxxxx
ARTICLE
10
Miscellaneous
Provisions
10.1 Other
Relationships. It is understood that the officers, Trustees,
agents, shareholders and other affiliates of the Trust are or may be interested
in the Adviser or Investment Manager as officers, directors, agents,
shareholders, affiliates or otherwise, and that the officers, directors,
shareholders, agents and other affiliates of the Adviser or Investment Manager
may be interested in the Trust otherwise than as shareholders.
10.2 Definitions of Certain
Terms. The terms “assignment,” “affiliated person” and
“interested person”, when used in this agreement, shall have the respective
meanings specified in the 1940 Act. The term “majority of the
outstanding voting securities” means the lesser of: (a) 67% or more
of the votes attributable to Shares of the Fund or the Trust, as appropriate,
present at a meeting if the holders of more than 50% of such votes are present
or represented by proxy; or (b) more than 50% of the votes attributable to
Shares of the Fund or the Trust, as appropriate.
10.3 Applicable
Law.
(a) This
agreement shall be construed and the provisions hereof interpreted under and in
accordance with the laws of Illinois without regard to conflicts of law
principles or precedents.
(b) This
agreement shall be subject to the provisions of the Securities Act of 1933, as
amended, the 1940 Act and the Securities Exchange Act of 1934, as amended, and
the rules and regulations and rulings thereunder, including such exemptions from
those statutes, rules and regulations as the SEC may grant and the terms hereof
shall be interpreted and construed in accordance therewith.
10.4 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.
10.5 Captions. The
captions in this agreement are included for convenience of reference only and in
no way define or delineate any of the provisions hereof or otherwise affect
their construction or effect.
10.6 Counterparts. This
agreement may be executed simultaneously in multiple counterparts, each of which
taken together shall constitute one and the same instrument.
10.7 Cooperation with
Authorities. Each party hereto shall cooperate with the other
party and all appropriate governmental authorities (including without limitation
the SEC) and shall permit such authorities reasonable access to its books and
records in connection with any investigation or inquiry relating to this
agreement or the transactions contemplated hereby.
10.8 Cumulative
Rights. The rights, remedies and obligations contained in this
agreement are cumulative and are in addition to any and all rights, remedies and
obligations, at law or in equity, which the parties hereto are entitled to under
state and federal laws.
10.9 Compensation of Officers,
Trustees and Employees. No Trustee, officer or employee of the
Trust shall receive from the Trust any salary or other compensation as a
Trustee, officer or employee of the Fund while at the same time holding a
position as a director, officer, partner, member or employee of the Investment
Manager. This paragraph shall not apply to consultants and other
persons who are not regular members of the Investment Manager's
staff.
10.10
Representations of the
Adviser. The Adviser represents, warrants and agrees
that:
(a) The Adviser has been
duly authorized by the Trustees to delegate to the Investment Manager the
provision of investment services to the Fund as contemplated
hereby.
(b) The Trust has adopted a written
code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act
and will provide the Investment Manager with a copy of such code of
ethics.
(c) The Adviser (i) is
registered as an investment adviser under the Advisers Act and will continue to
be so registered for so long as this agreement remains in effect, (ii) is not
prohibited by the 1940 Act, the Advisers Act or other law, regulation or order
from performing the services contemplated by this agreement, (iii) has met and
will seek to continue to meet for so long as this agreement is in effect, any
other applicable federal or state requirements, or the applicable requirements
of any regulatory or industry self-regulatory agency necessary to be met in
order to perform the services contemplated by this agreement, (iv) has the full
power and authority to enter into and perform the services contemplated by this
agreement, and (v) will promptly notify the Investment Manager of the occurrence
of any event that would disqualify the Adviser from serving as investment
manager of an investment company pursuant to Section 9(a) of the 1940 Act or
otherwise.
(d) The Adviser acknowledges
receipt of Part II of the Investment Manager’s Form ADV at least 48 hours prior
to entering into this agreement, as required by Rule 204-3 under the Advisers
Act.
(e) The Trust has obtained
an order for an exemption under Section 6(c) of the 1940 Act from Section 15(a)
of the 1940 Act and Rule 18f-2 under the 1940 Act, Release No. 24637 (the
“Exemptive Order”), that permits the Trust to enter into and materially amend
sub-advisory agreements without shareholder approval, which Exemptive Order is
in full force and effect as of the date of this agreement, and the Trust has or
will fully comply with the Exemptive Order with respect to this
agreement.
10.11 Representations of the
Investment Manager. The Investment Manager represents,
warrants and agrees that:
(a) The Investment Manager has adopted
a written code of ethics complying with the requirements of Rule 17j-1 under the
1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment
Manager with a copy of such code of ethics.
(b) The Investment
Manager (i) is registered as an investment adviser under the Advisers Act and
will continue to be so registered for so long as this agreement remains in
effect, (ii) is not prohibited by the 1940 Act, the Advisers Act or other law,
regulation or order from performing the services contemplated by this agreement,
(iii) has met and will seek to continue to meet for so long as this agreement is
in effect, any other applicable federal or state requirements, or the applicable
requirements of any regulatory or industry self-regulatory agency necessary to
be met in order to perform the services contemplated by this agreement, (iv) has
the full power and authority to enter into and perform the services contemplated
by this agreement, and (v) will promptly notify the Adviser of the occurrence of
any event that would disqualify the Adviser from serving as investment manager
of an investment company pursuant to Section 9(a) of the 1940 Act or
otherwise.
IN
WITNESS WHEREOF, the parties hereto have caused this agreement to be executed in
their names and on their behalf by their duly authorized officers all on the day
and year first above written.
By: /s/ Xxxxxxx X.
Xxxxxxx
Name: Xxxxxxx X.
Xxxxxxx
Title: Managing Director /
CIO
XXXX
XXXXXXXXX ASSET MANAGEMENT, LLC
By: /s/ Xxxxxx
Xxxxxxxxxx
Name: Xxxxxx
Xxxxxxxxxx
Title:
SVP
