FORM OF INVESTMENT ADVISORY AGREEMENT Kinetics Global Corporation
FORM OF INVESTMENT ADVISORY AGREEMENT
Kinetics Global Corporation
AGREEMENT made as of _________, 2018 between KINETICS GLOBAL CORPORATION (the “Company”), a Delaware Corporation and a wholly-owned subsidiary of Kinetics Global Portfolio (the “Portfolio”), a series of Kinetics Portfolios Trust, a Delaware business trust (the "Trust"), and KINETICS ASSET MANAGEMENT LLC, a Delaware limited liability company (the "Adviser").
(a) Resolutions of the Board of Trustees of the Trust authorizing the appointment of the Adviser and the execution and delivery of this Agreement; and
(b) A Prospectus and Statement of Additional Information relating to each class of shares representing interests in the Portfolio of the Trust.
The Trust will promptly furnish the Adviser from time to time with copies, properly certified or authenticated, of all amendments of or supplements to the foregoing, if any.
In addition to the foregoing, the Trust will also provide the Adviser with copies of the Company’s Certificate of Incorporation and Bylaws, and any service contracts related to the Company, and will promptly furnish the Adviser with any amendments of or supplements to such documents.
(a ) Subject to the supervision of the Board of Directors of the Company and subject to Section 3 (b) below, the Adviser will:
1. act in strict conformity with the provisions of Delaware law, the 1940 Act (to the extent required by law) and the Investment Advisers Act of 1940, as the same may from time to time be amended (the “Advisers Act”) to the extent applicable,
2. provide for the overall management of the Company including (i) the provision of a continuous investment program for the Company, including investment research and management with respect to all securities, investments, cash and cash equivalents in the Company, (ii) the determination from time to time of the securities and other investments to be purchased, retained, or sold by the Company, and (iii) the placement from time to time of orders for all purchases and sales made for the Company.
The Adviser will provide the services rendered by it hereunder in accordance with the Company's investment objective, restrictions and policies. The Adviser further agrees that it will render to the Company's Board of Directors and the Trust’s Board of Trustees such periodic and special reports regarding the performance of its duties under this Agreement as each Board may reasonably request. The Adviser agrees to provide to the Company (or its agents and service providers) prompt and accurate data with respect to the Company's transactions and, where not otherwise available, the daily valuation of securities in the Company.
(b) Sub-Advisers. The Adviser may delegate certain of its responsibilities hereunder with respect to provision of the investment advisory services set forth in Section 3(a) above to one or more other parties (each such party, a “Sub-Adviser”). Such Sub-Adviser may (but need not) be affiliated with the Adviser.
Any delegation of services pursuant to this Section 3(b) shall be subject to the following conditions:
1. Any fees or compensation payable to any Sub-Adviser shall be paid by the Adviser and no additional obligation may be incurred on the Company’s behalf to any Sub-Adviser; except that any Company expenses that may be incurred by the Adviser and paid by the Company to the Adviser directly may be incurred by the Sub-Adviser and paid by the Company to the Sub-Adviser directly, so long as such payment arrangements are approved by the Company and the Adviser prior to the Sub-Adviser’s incurring such expenses.
2. If the Adviser delegates its responsibilities to more than one Sub-Adviser, the Adviser shall be responsible for assigning to each Sub-Adviser that portion of the assets of the Company for which the Sub-Adviser is to act as Sub-Adviser, subject to the approval of the Company’s Board of Directors and the Trust’s Boards of Trustees.
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3. To the extent that any obligations of the Adviser or any Sub-Adviser require any service provider of the Company to furnish information or services, such information or services shall be furnished by the Company’s service providers directly to both the Adviser and any Sub-Adviser.
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Nothing in this Agreement shall limit or restrict the Adviser or any of its Trustees, officers, affiliates or employees from buying, selling or trading in any securities for its or their own account. The Company acknowledges that the Adviser and its Trustees, officers, affiliates, employees and other clients may, at any time, have, acquire, increase, decrease, or dispose of positions in investments which are at the same time being acquired or disposed of for the Company. The Adviser shall have no obligation to acquire for the Company a position in any investment which the Adviser, its Trustees, officers, affiliates or employees may acquire for its or their own accounts or for the account of another client, so long as it continues to be the policy and practice of the Adviser not to favor or disfavor consistently or consciously any client or class of clients in the allocation of investment opportunities so that, to the extent practical, such opportunities will be allocated among clients over a period of time on a fair and equitable basis.
SECTION 8. EXPENSES. During the term of this Agreement, the Adviser will pay all expenses incurred by it in connection with its activities under this Agreement. The Company shall bear all of its own expenses not specifically assumed by the Adviser. Expenses borne by the Company shall include, but are not limited to, the following: (a) the cost (including brokerage commissions) of securities purchased or sold by the Company and any losses incurred in connection therewith; (b) fees payable to and expenses incurred on behalf of the Company by the Adviser; (c) fees and expenses incident to its status as a Delaware corporation; (d) fees and salaries payable to the Company's Directors and officers; (e) taxes (including any income or franchise taxes) and governmental fees; (f) costs of any liability and other insurance or fidelity bonds; (g) any costs, expenses or losses arising out of a liability of or claim for damages or other relief asserted against the Company for violation of any law; (h) legal, accounting and auditing expenses; (i) charges of custodians and other agents; (j) any extraordinary expenses; and (k) costs of independent pricing services to value the Company's investments.
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SECTION 11. COMPENSATION. The Adviser recognizes that it receives compensation for performing investment advisory services for the Portfolio pursuant to a separate investment advisory agreement with the Portfolio and agrees to receive no additional compensation for rendering its services to the Company under this Agreement.
The limitations on liability and indemnification provisions of this Section 12 shall not be applicable to any losses, claims, damages, liabilities or expenses arising from the Adviser's rights to the Company’s name. The Adviser shall indemnify and hold harmless the Company for any claims arising from the use of the term “Kinetics” in the name of the Company.
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If to the Company:
Kinetics Global Corporation
c/o Kinetics Portfolios Trust
000 Xxxx Xxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxx Xxxxxxx
If to the Adviser:
Kinetics Asset Management LLC
000 Xxxx Xxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: [______________]
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The effective date of any notice shall be (i) the date such notice is sent if such delivery is effected by hand or facsimile, (ii) one business day after the date such notice is sent if such delivery is effected by national overnight courier; or (iii) the fifth (5th) Business Day after the date of mailing thereof.
SECTION 17. GOVERNING LAW. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without giving effect to the conflicts of laws principles thereof.
KINETICS GLOBAL CORPORATION
By:
Name:
Title:
KINETICS ASSET MANAGEMENT LLC
By:
Name:
Title:
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