EXHIBIT g
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made this ____ day of_________, by and between The
Oxbow Fund, LLC, a New Jersey limited liability company (the "Fund"), and C.J.M.
Asset Management, LLC, a New Jersey limited liability company ("CJM" or the
"Investment Manager").
WHEREAS, the Fund is a closed-end management investment company that
has elected to be regulated as a business development company pursuant to
Section 54 under the Investment Company Act of 1940, as amended (the "1940
Act").
WHEREAS, the Fund desires to retain the Investment Manager to render
investment management services to the Fund 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 THE INVESTMENT MANAGER. The Fund hereby appoints the
Investment Manager to act as investment adviser for the period and on such terms
set forth in this Agreement. The Fund employs the Investment Manager to manage
the investment and reinvestment of the Fund's assets, to continuously review,
supervise and administer the investment program of the Fund to determine in its
discretion the securities to be purchased or sold and the portion of the Fund's
assets to be held uninvested, to provide the Fund with records concerning the
Investment Manager's activities which the Fund is required to maintain, and to
render regular reports to the Fund's Directors concerning the Investment
Manager's discharge of the foregoing responsibilities.
The Investment Manager accepts such employment and shall discharge the
foregoing responsibilities subject to the control of the Directors of the Fund,
and in compliance with the objectives, policies and limitations set forth in the
Fund's prospectus as amended or supplemented from time to time (the
"Prospectus"), and applicable laws and regulations.
2. PORTFOLIO TRANSACTIONS. The Investment Manager is authorized to
select the brokers or dealers that will execute purchases and sales of portfolio
securities for the Fund, to the extent that brokers or dealers will be used to
execute any such transactions, and are directed to use their best efforts to
obtain the best net results as described in the Fund's Prospectus from time to
time. The Investment Manager agrees to promptly communicate to the Directors of
the Fund such information relating to transactions as they may reasonably
request. The Investment Manager shall further be authorized to incur investment
banking fees, finders fees and other expenses relating to the acquisition of
securities of portfolio companies and to be reimbursed for such expenses and
fees from assets of the Fund.
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 Fund shall pay to the Investment Manager a Management Fee and
Profit Allocation as described in the Fund's current Prospectus.
In the event of termination of this Agreement, the fee provided under
this Section shall be computed on the basis of the period ending on the last
business day on which this Agreement is in effect subject to a pro rata
adjustment based on the number of days elapsed in the current month as a
percentage of the total number of days in such month.
4. REPORTS. The Fund and the Investment Manager agrees to furnish to
each other current Prospectuses, proxy statements, reports to shareholders,
certified copies of their financial
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statements, and such other information with regard to their affairs as each may
reasonably request.
5. STATUS OF INVESTMENT MANAGER. The services of the Investment Manager
to the Fund 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 Fund
are not impaired thereby.
6. LIABILITY OF INVESTMENT MANAGER. In the absence of: (i) willful
misfeasance, bad faith or gross negligence on the part of the Investment Manager
in performance of its obligations and duties hereunder; (ii) reckless disregard
by the Investment Manager of its obligations and duties hereunder; (iii) 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, as
amended), the Investment Manager shall not be subject to any liability
whatsoever to the Fund, or to any unitholder of the Fund, for any error of
judgment, mistake of law or any other act or omission in the course of, or
connected with, rendering services hereunder including, without limitation, for
any losses that may be sustained in connection with the purchase, holding,
redemption or sale of any security on behalf of the Fund.
7. PERMISSIBLE INTERESTS. Subject to and in accordance with the
Operating Agreement of the Fund and the Operating Agreement of the Investment
Manager, respectively, Directors agents and unitholders of the Fund are or may
be interested in the Investment Manager (or any successor thereof) as officers,
directors or otherwise; officers, agents and directors of the Investment Manager
are or may be interested in the Fund as Directors, officers, unitholders or
otherwise; and the Investment Manager (or any successor) are or may be
interested in the Fund as unitholder or otherwise. The effect of any such
interrelationships shall be governed by said
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Operating Agreements, and the relevant provisions of the 1940 Act. All such
interests shall be fully disclosed between the parties on an ongoing basis and
in the Fund's Prospectus as required by law.
8. OPERATING AGREEMENT. The Investment Manager is hereby expressly put
on notice of the limitation of unitholder and Director liability as set forth in
Articles 3 and 7 of the Operating Agreement of the Fund and pursuant to the New
Jersey Limited Liability Company Act (the "Act") and agree that the obligations
assumed by the Fund pursuant to this Agreement shall be limited in all cases to
the Fund and its assets, and the Investment Manager shall not seek satisfaction
of any such obligation from the unitholders or any unitholder of the Fund. Nor
shall the Investment Manager seek satisfaction of any such obligations from the
Directors or any individual Director.
9. DURATION AND TERMINATION. This Agreement shall continue for two
years from the date of its execution and thereafter for additional periods of
one year from such date if the Directors of the Fund determine that such an
extension is in the best interest of the Fund, or until dissolution prior
thereto pursuant to the provisions hereto. This Agreement may be terminated by
the Fund at any time, without the payment of any penalty, by vote of a majority
of the Directors of the Fund or by vote of a majority of the outstanding voting
securities of the Fund on 60 days' written notice to the Investment Manager.
This Agreement may be terminated by the Investment Manager at any time, without
the payment of any penalty, upon 60 days' written notice to the Fund. This
Agreement will automatically and immediately terminate in the event of its
assignment. Any notice under this Agreement shall be given in writing, addressed
and delivered or mailed postpaid, to the other parties at any office of such
party.
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As used in this Section, the term "assignment" shall have the meaning
set forth in the 1940 Act.
10. AMENDMENT OF AGREEMENT. This Agreement may be amended by mutual
consent, but the consent of the Fund must be obtained (a) by a vote of a
majority of those Directors of the Fund 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 amendment, and (b) to the extent required by the 1940
Act, by vote of a majority of the outstanding voting securities of the Fund.
11. GOVERNING LAW. All questions concerning the validity, meaning and
effect of this Agreement shall be determined in accordance with the laws
(without giving effect to the conflict-of-law principles thereof) of the State
of New Jersey applicable to contracts made and to be performed in that state.
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 be affected thereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of this _____ day of ___________.
THE OXBOW FUND, LLC
By:
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Name:
Title:
C.J.M. ASSET MANAGEMENT, LLC
BY:
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Name:
Title:
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