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AGREEMENT made as of August 25, 2023, by and
between AOG Institutional Diversified Fund, a Delaware
statutory trust (the "Fund"), and Alpha Omega Group,
Inc. dba AOG Wealth Management, a Virginia
corporation (the "Investment Manager").
WHEREAS, the Fund is registered under the Investment
Company Act of 1940, as amended (the "1940 Act"), as a
closed-end management investment company; and
WHEREAS, the Fund desires to retain the Investment
Manager to furnish certain investment advisory and
portfolio management services to the Fund, and the
Investment Manager desires to furnish such services;
NOW THEREFORE, in consideration of the mutual
promises and agreements herein contained and other good
and valuable consideration, the receipt of which is hereby
acknowledged, it is hereby agreed between the parties
hereto as follows:
1. The Fund hereby employs the Investment Manager to
manage the investment and reinvestment of its assets,
including the regular furnishing of advice with respect to
the Fund's portfolio transactions subject at all times to the
control and oversight of the Fund's Board of Trustees (the
"Investment Advisory Services"), for the period and on the
terms set forth in this Agreement. The Investment Manager
hereby accepts such employment and agrees during such
period to render the Investment Advisory Services and, if
requested, any other services contemplated herein and to
assume the obligations herein set forth, for the
compensation herein provided. The Investment Manager
shall, for all purposes herein, be deemed to be an
independent contractor and shall, unless otherwise
expressly provided or authorized, have no authority to act
for or represent the Fund in any way, or otherwise be
deemed an agent of the Fund.
2. The Fund assumes and shall pay all the expenses
required for the conduct of its business including, but not
limited to:
a. expenses borne indirectly through the Fund's
investments in various funds (including privately
offered pooled investment vehicles, such as hedge
funds, which are issued in private placements to
investors that meet certain suitability standards
("Private Markets Investment Funds")), including,
without limitation, any fees and expenses charged
by the managers of the Private Markets
Investment Funds (such as management fees,
performance, carried interests or incentive fees or
allocations, monitoring fees, property
management fees, and redemption or withdrawal
fees);
b. all costs and expenses directly related to portfolio
transactions and positions for the Fund's accounts,
such as direct and indirect expenses and enforcing
the Fund's rights in respect of such investments;
c. fees of the Investment Manager;
d. fees and commissions in connection with the
purchase and sale of portfolio securities for the
Fund;
e. costs, including the interest expense, of borrowing
money;
f. fees and premiums for the fidelity bond required by
Section 17(g) of the 1940 Act, or other insurance;
g. taxes levied against the Fund and the expenses of
preparing tax returns and reports;
h. auditing fees and expenses;
i. legal fees and expenses (including reasonable fees
for legal services rendered to the Fund by the
Investment Manager or its affiliates);
x. xxxxxxxx and other compensation of (1) any of the
Fund's officers and employees who are not
officers, trustees, members or employees of the
Investment Manager or any of its affiliates, and (2)
the Fund's chief compliance officer to the extent
determined by those trustees of the Fund who are
not interested persons of the Investment Manager
or its affiliates (the "Independent Trustees");
k. fees and expenses incidental to trustee and
shareholder meetings of the Fund, the preparation
and mailings of proxy material, prospectuses, and
reports of the Fund to its shareholders, the filing
of reports with regulatory bodies, and the
maintenance of the Fund's legal existence;
l. costs of the listing (and maintenance of such
listing) of the Fund's shares on stock exchanges,
and the registration of shares with Federal and
state securities authorities;
m. payment of dividends;
n. costs of stock certificates;
o. fees and expenses of the Independent Trustees;
p. fees and expenses for accounting, administration,
bookkeeping, broker/dealer record keeping,
clerical, compliance, custody, dividend
disbursing, fulfillment of requests for Fund
information, proxy soliciting, securities pricing,
registrar, and transfer agent services (including
costs and out-of-pocket expenses payable to the
Investment Manager or its affiliates for such
services);
q. costs of necessary office space rental and Fund web
site development and maintenance;
r. costs of membership dues and charges of
investment company industry trade associations;
s. such non-recurring expenses as may arise,
including, without limitation, reorganizations,
liquidations, actions, suits or proceedings
affecting the Fund and the legal obligation which
the Fund may have to indemnify its officers and
trustees or settlements made;
t. all costs and expenses associated with the
operation and ongoing registration of the Fund,
including, without limitation, all costs and
expenses associated with the repurchase offers,
offering costs, and the costs of compliance with
any applicable Federal or state laws;
u. costs and charges related to electronic platforms
through which investors may access, complete
and submit subscription and other Fund
documents or otherwise facilitate activity with
respect to their investment in the Fund; and
v. such other types of expenses as may be approved
from time to time by the Fund's Board of Trustees.
The Fund will reimburse the Investment Manager for any of
the above expenses that it pays on behalf of the Fund.
3. The Investment Manager shall supply the Fund and the
Board of Trustees with reports and statistical data, as
reasonably requested. In addition, if requested by the
Fund's Board of Trustees, the Investment Manager or its
affiliates may provide services to the Fund such as, without
limitation, accounting, administration, bookkeeping,
broker/dealer record keeping, clerical, compliance,
custody, dividend disbursing, fulfillment of requests for
Fund information, proxy soliciting, securities pricing,
registrar, and transfer agent services. Any reports, statistical
data, and services so requested, or approved by the Board
of Trustees, and supplied or performed will be for the
account of the Fund and the costs and out-of-pocket
charges of the Investment Manager and its affiliates in
providing such reports, statistical data or services shall be
paid by the Fund, subject to periodic reporting to and
examination by the Independent Trustees.
4. The services of the Investment Manager are not to be
deemed exclusive, and the Investment Manager shall be
free to render similar services to others in addition to the
Fund so long as its services hereunder are not impaired
thereby.
5. The Investment Manager shall create and maintain all
necessary books and records in accordance with all
applicable laws, rules and regulations, including but not
limited to records required by Section 31(a) of the 1940
Act and the rules thereunder, as the same may be amended
from time to time, pertaining to the Investment Advisory
Services and other services, if any, performed by it
hereunder and not otherwise created and maintained by
another party pursuant to a written contract with the Fund.
Where applicable, such records shall be maintained by the
Investment Manager for the periods and in the places
required by Rule 3la-2 under the 1940 Act. The books and
records pertaining to the Fund which are in the possession
of the Investment Manager shall be the property of the Fund
and shall be surrendered promptly upon the Fund's request,
and the Fund shall have access to such books and records
at all times during the Investment Manager's normal
business hours. Upon the reasonable request of the Fund,
copies of any such books and records shall be promptly
provided by the Investment Manager to the Fund or the
Fund's authorized representatives. The Investment
Manager shall keep confidential any information obtained
in connection with its duties hereunder provided, however,
if the Fund has authorized and directed certain disclosure or
if such disclosure is expressly required or lawfully
requested by applicable Federal or state regulatory
authorities or otherwise, the Fund shall reimburse the
Investment Manager for its expenses in connection
therewith, including the reasonable fees and expenses of
the Investment Manager's outside legal counsel.
6. For the Investment Advisory Services provided to the
Fund pursuant to this Agreement, the Fund will pay to the
Investment Manager and the Investment Manager will
accept as full compensation therefor, a fee, payable on or
before the tenth (10th) day of each calendar month, at the
annual rate of 1.49% of the Fund's Managed Assets (as
defined below). Such fees shall be reduced as required by
expense limitations imposed upon the Fund by any state in
which shares of the Fund are sold. Reductions shall be
made at the time of each monthly payment on an estimated
basis, if appropriate, and an adjustment to reflect the
reduction on an annual basis shall be made, if necessary, in
the fee payable with respect to the last month in any
calendar year of the Fund. The Investment Manager shall
within ten (10) days after the end of each calendar year
refund any amount paid in excess of the fee determined to
be due for such year.
7. If this Agreement shall become effective subsequent to
the first day of a month, or shall terminate before the last
day of a month, the Investment Manager's compensation
for such fraction of the month shall be determined by
applying the foregoing percentage to the Fund's Managed
Assets during such fraction of a month (calculated on an
average daily basis if such fraction of a month is less than a
week) and in the proportion that such fraction of a month
bears to the entire month.
8. "Managed Assets" means the total assets of the Fund
(including any assets attributable to money borrowed for
investment purposes) minus the sum of the Fund's accrued
liabilities (other than money borrowed for investment
purposes) and calculated before giving effect to any
repurchase of shares on such date.
9. The Investment Manager shall direct portfolio
transactions to broker/dealers for execution on terms and at
rates which it believes, in good faith, to be reasonable in
view of the overall nature and quality of services provided
by a particular broker/dealer, including brokerage and
research services. Subject to the foregoing and applicable
laws, rules and regulations, the Investment Manager may
also allocate portfolio transactions to broker/dealers that
remit a portion of their commissions as a credit against
Fund expenses. With respect to brokerage and research
services, the Investment Manager may consider in the
selection of broker/dealers brokerage or research provided
and payment may be made of a fee higher than that charged
by another broker/dealer which does not furnish brokerage
or research services or which furnishes brokerage or
research services deemed to be of lesser value, so long as
the criteria of Section 28(e) of the Securities Exchange Act
of 1934, as amended, or other applicable laws are met.
Although the Investment Manager may direct portfolio
transactions without necessarily obtaining the lowest price
at which such broker/dealer, or another, may be willing to
do business, the Investment Manager shall seek the best
value for the Fund on each trade that circumstances in the
marketplace permit, including the value inherent in on-
going relationships with quality brokers. To the extent any
such brokerage or research services may be deemed to be
additional compensation to the Investment Manager from
the Fund, it is authorized by this Agreement. The
Investment Manager may place brokerage for the Fund
through an affiliate of the Investment Manager, provided
that such brokerage be undertaken in compliance with
applicable law. The Investment Manager's fees under this
Agreement shall not be reduced by reason of any
commissions, fees or other remuneration received by such
affiliate from the Fund.
10. Subject to and in accordance with the Certificate of
Trust, as amended (the "Charter"), Declaration of Trust
and Bylaws of the Fund and similar documents of the
Investment Manager, it is understood that trustees, officers,
agents and shareholders of the Fund are or may be
interested in the Fund as trustees, officers, shareholders
and otherwise,
that the Investment Manager is or may be interested in the
Fund as a shareholder or otherwise and that the effect and
nature of any such interests shall be governed by law and
by the provisions, if any, of said Charter, Declaration of
Trust or Bylaws of the Fund or similar documents of the
Investment Manager.
11. This Agreement shall become effective upon the date
hereinabove written and, unless sooner terminated as
provided herein, this Agreement shall continue in effect for
two years from the above written date. Thereafter, if not
terminated, this Agreement shall continue automatically
for successive periods of twelve months each, provided
that such continuance is specifically approved at least
annually (a) by a vote of a majority of the Trustees of the
Fund or by vote of the holders of a majority of the Fund's
outstanding voting securities of the Fund as defined in the
1940 Act and (b) by a vote of a majority of the Trustees of
the Fund who are not parties to this Agreement, or
interested persons of such party. This Agreement may be
terminated without penalty at any time either by vote of the
Board of Trustees of the Fund or by a vote of the holders
of a majority of the outstanding voting securities of the
Fund on 60 days' written notice to the Investment
Manager, or by the Investment Manager on 60 days'
written notice to the Fund. This Agreement shall
immediately terminate in the event of its assignment.
12. The Investment Manager shall not be liable to the Fund
or any shareholder of the Fund for any error of judgment or
mistake of law or for any loss suffered by the Fund or the
Fund's shareholders in connection with the matters to
which this Agreement relates, but nothing herein contained
shall be construed to protect the Investment Manager
against any liability to the Fund or the Fund's shareholders
by reason of a loss resulting from willful misfeasance, bad
faith, or gross negligence in the performance of its duties
or by reason of its reckless disregard of obligations and
duties under this Agreement.
13. The Investment Manager shall not be liable for delays
or errors occurring by reason of circumstances beyond its
control, including but not limited to acts of civil or military
authority, national emergencies, work stoppages, fire,
flood, catastrophe, acts of God, insurrection, war, riot, or
failure of communication or power supply. In the event of
equipment breakdowns beyond its control, the Investment
Manager shall take reasonable steps to minimize service
interruptions but shall have no liability with respect
thereto. Notwithstanding anything herein to the contrary,
the Investment Manager shall have in place at all times a
reasonable disaster recovery plan and program.
14. As used in this Agreement, the terms "interested
person," "assignment," and "majority of the outstanding
voting securities" shall have the meanings provided
therefor in the 1940 Act, and the rules and regulations
thereunder.
15. This Agreement shall be construed in accordance with
and governed by the laws of the State of Delaware, provided,
however, that nothing herein shall be construed in a
manner inconsistent with the 1940 Act or any rule or
regulation promulgated thereunder.
16. This Agreement constitutes the entire agreement
between the parties hereto and supersedes any prior
agreement, with respect to the subject hereof whether oral
or written. If any provision of this Agreement shall be held
or made invalid by a court or regulatory agency, decision,
statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby. This Agreement may be
amended at any time, but only by written agreement
between the Investment Manager and the Fund, which
amendment has been authorized by the Board, including
the vote of a majority of the Independent Trustees and,
where required by the 1940 Act, the shareholders of the
Fund.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement on the day and year first above written.
AOG Institutional Diversified Fund
By:
/s/ Xxxxxxxxx Xxxxxxx
Xxxxxxxxx Xxxxxxx
Chief Executive Officer
ALPHA OMEGA GROUP, INC. DBA AOG WEALTH
MANAGEMENT
By:
/s/ Xxxxxxxxx Xxxxxxx
Xxxxxxxxx Xxxxxxx
Chief Executive Officer
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