Duties of the Adviser. (a) The Company hereby employs the Adviser to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the supervision of the Board of Directors of the Company (the “Board”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Company’s registration statement on Form N-2 (File No. 333-148734) initially filed on January 18, 2008 (as the same shall be amended from time to time, the “Registration Statement”); (ii) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws as the same shall be amended from time to time; and (iii) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Company; (iii) close and monitor the Company’s investments; (iv) determine the securities and other assets that the Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act). (b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein. (c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law. (d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company. (e) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.
Appears in 2 contracts
Sources: Investment Advisory and Management Agreement (Solar Capital Ltd.), Investment Advisory and Management Agreement (Solar Capital Ltd.)
Duties of the Adviser. (a) The Company hereby employs retains the Adviser to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the supervision of the Board of Directors Trustees of the Company (the “Board”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Company’s registration statement on Form N-2 filings made with the U.S. Securities and Exchange Commission (File No. 333-148734the “SEC”) initially filed on January 18under the Securities Exchange Act of 1934, 2008 as amended (the “Exchange Act”) and the Investment Company Act, and in the Company’s reports to its shareholders (as the same shall be amended from time to time, the “Registration Statement”); (ii) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter declaration of trust and by-laws as the same shall be amended from time to time; and (iii) in accordance with the Investment Company ActAct and the applicable rules and regulations thereunder. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Company; (iii) close and monitor the Company’s investments; (iv) determine the securities and other assets that the Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; (vi) assist the Board with its valuation of the Company’s assets, including, if so designated by the Board, performing fair value determinations of the Company’s assets as the Board’s valuation designee; (vii) direct investment professionals of the Adviser to provide managerial assistance to portfolio companies of the Company as requested by the Company, from time to time and (viviii) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire incur debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment retention as investment adviser and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) This Agreement is intended to create, and creates, a contractual relationship for services to be rendered by the Adviser acting in the ordinary course of its business and is not intended to create, and does not create, a partnership, joint venture or any like relationship among the parties hereto (or any other parties). The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(d) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act and the rules thereunder with respect to the Company’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.
(e) Subject to the prior approval by the Board and the shareholders of the Company to the extent required under the Investment Company Act, the Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-sub- advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(e) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.
Appears in 2 contracts
Sources: Investment Advisory Agreement (Carlyle Secured Lending III), Investment Advisory Agreement (Carlyle Secured Lending III)
Duties of the Adviser. (a) The Company hereby employs the Adviser to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the supervision of the Board of Directors of the Company (the “Board”), for the period and upon the terms herein set forth, (ix) in accordance with the investment objective, policies and restrictions that are set forth in the Company’s private placement memorandum, registration statement on Form N-2 10 or such other registration statement (File No. 333-148734in each case, as amended from time to time) initially submitted or filed on January 18by the Company with the Securities and Exchange Commission (“SEC”), 2008 (in each case as the same shall be amended from time to time, the “Registration Statement”); (iiy) in accordance with the Investment Company Act and all other applicable federal and state laws, rules and regulations, and (z) the Company’s charter and by-laws as the same shall be amended from time to time; and (iii) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) :
i. determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (;
ii) . identify/source, research, evaluate and negotiate the structure of the investments made by the Company; (;
iii) . execute, close and monitor the Company’s investments; (;
iv) . determine the securities and other assets that the Company will purchase, retain, retain or sell; ;
v. use reasonable endeavors to ensure that the Company’s investments consist mainly of shares, securities or currencies (v) or derivative contracts relating thereto), which for the avoidance of doubt may include loans, notes and other evidences of indebtedness;
vi. perform due diligence on prospective portfolio companies; and (vi) and
vii. provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that If the Company determines to acquire debt financing or refinance existing debt financing, the Adviser will shall arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary or appropriate for the Adviser to make investments on behalf of the Company through a subsidiary or special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such subsidiary or special purpose vehicle (in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company Adviser, and not the Company, shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act, the Advisers Act and other applicable federal and state law.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(e) The Adviser shall keep and preserve in the manner and for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.
(f) The Adviser shall be primarily responsible for the execution of any trades in securities in the Company’s portfolio and the Company’s allocation of brokerage commissions.
Appears in 2 contracts
Sources: Investment Advisory Agreement (Vista Credit Strategic Lending Corp.), Investment Advisory Agreement (Vista Credit Strategic Lending Corp.)
Duties of the Adviser. (a) The Company hereby employs the Adviser to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the supervision of the Board of Directors of the Company (the “Board”)Company, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Company’s registration statement Annual Reports on Form N-2 (File No. 33310-148734) initially filed K or the Company’s Registration Statement on January 18Form S-3, 2008 (as the same shall be amended or refiled from time to time, time (the “Registration Statement”); ) and (ii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws as the same shall be amended from time to time; and (iii) in accordance with the Investment Company Actlaws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Company; (iii) close and monitor the Company’s investments; (iv) determine the real property, securities and other assets that the Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the The Adviser shall have the discretion, power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the BoardCompany’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act)vehicle.
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Fourth Amended and Restated Investment Advisory Agreement 1 | Page Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company Adviser, and not the Company, shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(e) The Adviser shall keep and preserve for the a reasonable period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Company’s Board of Directors such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.
(f) The Adviser has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Federal Securities laws by the Adviser. The Adviser has provided the Company, and shall provide the Company at such times in the future as the Company shall reasonably request, with a copy of such policies and procedures.
Appears in 2 contracts
Sources: Investment Advisory Agreement (Gladstone Companies, Inc.), Investment Advisory Agreement (Gladstone Companies, Inc.)
Duties of the Adviser. (a) The Company hereby employs the Adviser to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the supervision of the Board of Directors of the Company (the “Board”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Company’s registration statement on Form N-2 10 (File No. 333000-14873454245) initially filed on January 1814, 2008 2011 (and as the same shall be amended from time to time, the “Registration Statement”), and prior to the filing of the Company’s Registration Statement, in accordance with the investment objective, policies and restrictions that are set forth in the Company’s private placement memorandum dated April 2011; (ii) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws as the same shall be amended from time to time; and (iii) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, : (i) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Company; (iii) close and monitor the Company’s investments; (iv) determine the securities and other assets that the Company will purchase, retain, or sell; (v) use reasonable endeavors to ensure that the Company’s investments consist mainly of shares, securities or currencies (or derivative contracts relating thereto), which for the avoidance of doubt may include loans, notes and other evidences of indebtedness; (vi) perform due diligence on prospective portfolio companies; and (vivii) provide the Company with such other investment advisory, research research, and related services as the Company may, from time to time, reasonably require for the investment of its funds, including providing operating and managerial assistance to the Company and its portfolio companies as required. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary or appropriate for the Adviser to make investments on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(e) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.
(f) The Adviser shall be primarily responsible for the execution of any trades in securities in the Company’s portfolio and the Company’s allocation of brokerage commissions.
Appears in 2 contracts
Sources: Investment Advisory and Management Agreement (TPG Specialty Lending, Inc.), Investment Advisory and Management Agreement (TPG Specialty Lending, Inc.)
Duties of the Adviser. (a) The Company Corporation hereby employs the Adviser to act as the investment adviser to the Company Corporation and to manage the investment and reinvestment of the assets of the CompanyCorporation, subject to the supervision of the Board board of Directors directors of the Company Corporation (the “BoardBoard of Directors”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the CompanyCorporation’s private placement memorandum, registration statement on Form N-2 (File No. 333-148734) initially or other filing submitted or filed on January 18by the Corporation with the Securities and Exchange Commission, 2008 (in each case as the same shall may be amended from time to time, the “Registration Statement”); (ii) in accordance with the Investment Company Act, the Investment Advisers Act and all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws as the same shall be amended from time to time; law and (iii) in accordance with the Investment Company ActCorporation’s charter and bylaws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the CompanyCorporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the CompanyCorporation (including performing due diligence on prospective portfolio companies); (iii) close execute, close, service and monitor the CompanyCorporation’s investments; (iv) determine the securities and other assets that the Company Corporation will purchase, retain, retain or sell; and (v) perform due diligence on prospective portfolio companies; and (vi) provide the Company Corporation with such other investment advisory, research and related services as the Company Corporation may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the The Adviser shall have the power and authority on behalf of the Company Corporation to effectuate its investment decisions for the CompanyCorporation, including the execution and delivery of all documents relating to the CompanyCorporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the CompanyCorporation. In the event that the Company Corporation, consistent with its investment objective and policies, determines to acquire debt financing or to refinance existing debt financing, the Adviser will shall arrange for such financing on the CompanyCorporation’s behalf, subject to the oversight and approval of the BoardBoard of Directors. If it is necessary for the Adviser to make investments on behalf of the Company Corporation through a subsidiary or special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such subsidiary or special purpose vehicle (in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein.
(c) The Subject to the requirements of the Investment Company Act, the Adviser is hereby authorized authorized, but not required, to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the CompanyCorporation’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the CompanyCorporation, subject in all cases to the oversight of the Adviser and the CompanyCorporation. The Company Adviser, and not the Corporation, shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act, the Investment Advisers Act and other applicable federal and state law.
(d) The Adviser shall for For all purposes herein provided provided, the Adviser shall be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company Corporation in any way or otherwise be deemed an agent of the CompanyCorporation.
(e) The Adviser shall keep and preserve preserve, in the manner and for the period required by that would be applicable to investment companies registered under the Investment Company Act Act, any books and records relevant to the provision of its investment advisory services to the Company and Corporation, shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the CompanyCorporation’s portfolio transactions and shall render to the Board of Directors such periodic and special reports as the Board of Directors may reasonably request. The Adviser agrees that all records that it maintains for the Company Corporation are the property of the Company Corporation and will shall surrender promptly to the Company Corporation any such records upon the CompanyCorporation’s request, provided that the Adviser may retain a copy of such records.
Appears in 2 contracts
Sources: Investment Advisory Agreement (Golub Capital BDC 4 LLC), Investment Advisory Agreement (Golub Capital Direct Lending Unlevered LLC)
Duties of the Adviser. (a) The Company Corporation hereby employs the Adviser to act as the investment adviser to the Company Corporation and to manage the investment and reinvestment of the assets of the CompanyCorporation, subject to the supervision of the Board of Directors of the Company (the “Board”)Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the CompanyCorporation’s registration statement Registration Statement on Form N-2 (File No. 333-148734) initially filed on January 18N-2, 2008 (dated July 31, 2012, as the same shall be amended from time to timetime (as amended, the “Registration Statement”); , (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the CompanyCorporation’s charter articles of incorporation and by-laws laws, as the same shall each may be amended from time to time; and (iii) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the CompanyCorporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Company; the
(iii) close and monitor the CompanyCorporation’s investments; (iv) determine the securities and other assets that the Company Corporation will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companiesinvestments; and (vi) provide the Company Corporation with such other investment advisory, research and related services as the Company Corporation may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the The Adviser shall have the power and authority on behalf of the Company Corporation to effectuate its investment decisions for the CompanyCorporation, including the execution and delivery of all documents relating to the CompanyCorporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the CompanyCorporation. In the event that the Company Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the CompanyCorporation’s behalf, subject to the oversight and approval of the BoardCorporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Company Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Subject to the requirements of the Investment Company Act, the Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the CompanyCorporation’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the CompanyCorporation, subject to the oversight of the Adviser and the CompanyCorporation. The Company Adviser, and not the Corporation, shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state lawlaw and shall contain a provision requiring the Sub-Adviser to comply with Sections 1(e) and 1(f) of this Agreement below as if it were the Adviser.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company Corporation in any way or otherwise be deemed an agent of the CompanyCorporation.
(e) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company Corporation and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the CompanyCorporation’s portfolio transactions and shall render to the Corporation’s Board of Directors such periodic and special reports as the Corporation’s Board of Directors may reasonably request. The Adviser agrees that all records that it maintains for the Company Corporation are the property of the Company Corporation and will surrender promptly to the Company Corporation any such records upon the CompanyCorporation’s request, provided that the Adviser may retain a copy of such records.
(f) The Adviser shall have adopted and implemented within a reasonable period of time prior to [ ], 2013 written policies and procedures reasonably designed to prevent violation of Federal securities laws by the Adviser. The Adviser shall provide the Corporation, at such times as the Corporation shall reasonably request, with a copy of such policies and procedures and a report of such policies and procedures; such report shall be of sufficient scope and in sufficient detail, as may reasonably be required to comply with Rule 38a-1 under the Investment Company Act and to provide reasonable assurance that any material inadequacies would be disclosed by such examination, and, if there are no such inadequacies, the reports shall so state.
Appears in 2 contracts
Sources: Investment Advisory Agreement (Priority Senior Secured Income Fund, Inc.), Investment Advisory Agreement (Priority Senior Secured Income Fund, Inc.)
Duties of the Adviser. (a) The Company hereby employs the Adviser to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the supervision of the Board of Directors of the Company Company, (the “Board”), ) for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Company’s reports and/or registration statement on Form N-2 statements that the Company files with the Securities and Exchange Commission (File No. 333-148734the “SEC”) initially filed on January 18, 2008 (as the same shall be amended from time to time, the “Registration Statement”); (ii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws as the same shall be amended from time to timelaws; and (iii) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, Agreement (iA) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (iiB) identify, evaluate and negotiate the structure of the investments made by the Company; (iiiC) close close, monitor and monitor service the Company’s investments; (ivD) determine the securities and other assets that the Company will shall purchase, retain, or sell; (vE) perform due diligence on prospective portfolio companies; and (viF) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the The Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire obtain debt financing, the Adviser will shall arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Company’s Board. If it is necessary for the Adviser to make investments on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Adviser and not the Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.
(d) The Adviser shall shall, for all purposes herein provided provided, be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(e) The Subject to review by and the overall control of the Board of the Company, the Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Company’s Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will shall surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.
Appears in 2 contracts
Sources: Investment Advisory Agreement (Fifth Street Asset Management Inc.), Investment Advisory Agreement (Fifth Street Finance Corp)
Duties of the Adviser. (a) The Company hereby employs the Adviser to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the supervision of the Board of Directors of the Company Company, (the “Board”), ) for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Company’s reports and/or registration statement on Form N-2 statements that the Company files with the Securities and Exchange Commission (File No. 333-148734the “SEC”) initially filed on January 18, 2008 (as the same shall be amended from time to time, the “Registration Statement”); (ii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s 's charter and by-laws as the same shall be amended from time to timelaws; and (iii) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, Agreement (iA) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (iiB) identify, evaluate and negotiate the structure of the investments made by the Company; (iiiC) close close, monitor and monitor service the Company’s 's investments; (ivD) determine the securities and other assets that the Company will shall purchase, retain, or sell; (vE) perform due diligence on prospective portfolio companies; and (viF) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the The Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s 's investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire obtain debt financing, the Adviser will shall arrange for such financing on the Company’s 's behalf, subject to the oversight and approval of the Company's Board. If it is necessary for the Adviser to make investments on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s 's investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Adviser and not the Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.
(d) The Adviser shall shall, for all purposes herein provided provided, be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(e) The Subject to review by and the overall control of the Board of the Company, the Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s 's portfolio transactions and shall render to the Company's Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will shall surrender promptly to the Company any such records upon the Company’s 's request, provided that the Adviser may retain a copy of such records.
Appears in 2 contracts
Sources: Investment Advisory Agreement (Fifth Street Asset Management Inc.), Investment Advisory Agreement (Fifth Street Senior Floating Rate Corp.)
Duties of the Adviser. (a) The Company hereby employs retains the Adviser to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the supervision of the Board of Directors of the Company (the “Board”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Company’s registration statement on Form N-2 (File No. 333-148734171578) initially filed on January 187, 2008 2011 (as the same shall be amended from time to time, the “Registration Statement”); (ii) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws as the same shall be amended from time to time; and (iii) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Company; (iii) close and monitor the Company’s investments; (iv) determine the securities and other assets that the Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(ed) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.
Appears in 2 contracts
Sources: Investment Advisory Agreement (GSV Capital Corp.), Investment Advisory Agreement (NeXt BDC Capital Corp.)
Duties of the Adviser. (a) The Company hereby employs Corporation appoints the Adviser to act as the investment adviser to the Company Corporation and to manage the investment and reinvestment of the assets of the CompanyCorporation, subject to the supervision of the board of directors of the Corporation (the "Board of Directors of the Company (the “Board”Directors"), for the period and upon the terms herein set forth, (i) in accordance with the the: (x) investment objective, policies and restrictions that are set forth in the Company’s Corporation's private placement memorandum and/or registration statement on Form N-2 statements submitted or filed by the Corporation with the Securities and Exchange Commission (File No. 333-148734) initially filed on January 18the "SEC"), 2008 (in each case as the same shall may be amended from time to time, the “Registration Statement”); (iiy) in accordance with Investment Company Act, Investment Advisers Act and all other applicable federal and state laws, rules ; and regulations, and the Company’s (z) Corporation's charter and by-laws bylaws, in each case as the same shall may be amended from time to time; and (iii) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, : (i) determine the composition of the portfolio of the CompanyCorporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the CompanyCorporation (including performing due diligence on prospective portfolio companies); (iii) close execute, close, service and monitor the Company’s Corporation's investments; (iv) determine the securities and other assets that the Company Corporation will purchase, retain, retain or sell; and (v) perform due diligence on prospective portfolio companies; and (vi) provide the Company Corporation with such other investment advisory, research and related services as the Company Corporation may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the BoardBoard of Directors, the Adviser shall have the power and authority on behalf of the Company Corporation to effectuate its investment decisions for the CompanyCorporation, including the execution and delivery of all documents relating to the Company’s Corporation's investments and the placing of orders for other purchase or sale transactions on behalf of the CompanyCorporation, and the Corporation's allocation of brokerage commissions. In the event that the Company Corporation, consistent with its investment objective and policies, determines to acquire debt financing or to refinance existing debt financing, the Adviser will shall arrange for such financing on the Company’s Corporation's behalf, subject to the oversight and approval of the BoardBoard of Directors. If it is necessary or appropriate for the Adviser to make investments on behalf of the Company Corporation through a subsidiary or special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such subsidiary or special purpose vehicle (in accordance with the Investment Company Act). The Corporation also grants to the Adviser power and authority to engage in all activities and transactions (and anything incidental thereto) that the Adviser deems appropriate, necessary or advisable to carry out its duties pursuant to this Agreement, including the authority to provide, on behalf of the Corporation, significant managerial assistance to the Corporation's portfolio companies to the extent required by the Investment Company Act or otherwise deemed appropriate by the Adviser.
(b) The Adviser hereby accepts such employment appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Subject to the requirements of the Investment Company Act, the Adviser is hereby authorized authorized, but not required, to enter into one or more sub-advisory agreements with other investment advisers (each, a “"Sub-Adviser”") pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s Corporation's investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the CompanyCorporation, subject in all cases to the oversight of the Adviser and the CompanyCorporation. The Company Adviser, and not the Corporation, shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act, the Investment Advisers Act and other applicable federal and state lawlaws. Nothing in this subsection (c) will obligate the Adviser to pay any expenses that are expenses of the Corporation under Section 2 hereof.
(d) The Adviser shall for For all purposes herein provided provided, the Adviser, and any Sub-Adviser, shall be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company Corporation in any way or otherwise be deemed an agent of the CompanyCorporation.
(e) The Adviser shall keep and preserve preserve, in the manner and for the period required by the Investment Company Act Act, any books and records relevant to the provision of its investment advisory services to the Company and Corporation, shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s Corporation's portfolio transactions and shall render to the Board of Directors such periodic and special reports as the Board of Directors may reasonably request. The Adviser agrees that all records that it maintains for the Company Corporation are the property of the Company Corporation and will shall surrender promptly to the Company Corporation any such records upon the Company’s Corporation's request, provided that the Adviser may retain a copy of such records.
Appears in 2 contracts
Sources: Investment Advisory Agreement (26North BDC, Inc.), Investment Advisory Agreement (26North BDC, Inc.)
Duties of the Adviser. (a) The Company hereby employs the Adviser to act as the investment adviser Subject to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the supervision oversight of the Board of Directors Trustees and the terms and conditions of this Agreement and the Investment Guidelines, and consistent with the provisions of the Memorandum, the Declaration of Trust and Bylaws, the Adviser will have plenary authority with respect to the management of the business and affairs of the Company and will be responsible for implementing the investment strategy of the Company. The Adviser will perform (or cause to be performed through one or more of its Affiliates or third parties) such services and activities relating to the “Board”)selection of investments and the rendering of investment advice to the Company as may be appropriate or otherwise mutually agreed from time to time, for which may include:
(a) managing the period and upon the terms herein set forth, (i) Company’s assets in accordance with the its investment objective, policies and restrictions that are set forth in the Company’s registration statement on Form N-2 restrictions;
(File No. 333-148734b) initially filed on January 18, 2008 (as the same shall be amended from time to time, the “Registration Statement”); (ii) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws as the same shall be amended from time to time; and (iii) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine determining the composition of the portfolio of the Company’s portfolio, the nature and timing of the changes therein to the Company’s portfolio and the manner of implementing such changes; ;
(iic) identify, evaluate and negotiate the structure of the investments made by making investment decisions for the Company; (iii) close , including decisions related to the origination, acquisition, management, financing and monitor disposition of Investments and negotiating the terms related thereto and other instruments on the Company’s investments; behalf, including transactions with other Fortress Managed Accounts, and any hedging transactions;
(ivd) determine monitoring the securities Investments;
(e) engaging and other assets that supervising, on the Company will purchaseCompany’s behalf, retain, or sell; agents and service providers to assist in making and managing the Investments;
(vf) perform determining valuations of the Investments;
(g) performing due diligence on prospective Investments;
(h) recommending the appropriate level of leverage and debt financing;
(i) exercising voting rights in respect of portfolio companiessecurities and other Investments for the Company;
(j) serving on, and exercising observer rights for, boards of directors and similar committees of the Investments;
(k) providing risk management and tax services with respect to the Investments; and and
(vil) provide providing the Company with such other investment advisory, research advisory and related services as the Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(e) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably requestcapital. The Adviser agrees that all records that may delegate any of the services for which it maintains is responsible to an Affiliate or to a third party and the Company will reimburse the Adviser for any services performed for the Company are by such Affiliate or third party. To the property of the Company and will surrender promptly to the Company any such records upon the Company’s request, provided extent that the Adviser may retain outsources any of its functions, the Company will pay the fees associated with such functions on a copy of such recordsdirect basis, without profit to the Adviser.
Appears in 2 contracts
Sources: Management Agreement (Fortress Credit Realty Income Trust), Management Agreement (Fortress Credit Realty Income Trust)
Duties of the Adviser. (a) The Company hereby employs appoints the Adviser to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the supervision of the Board of Directors of the Company (the “Board”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Company’s reports and/or registration statement on Form N-2 statements that the Company files with the Securities and Exchange Commission (File No. 333-148734the “SEC”) initially filed on January 18, 2008 (as the same shall be amended from time to time, the “Registration Statement”); (ii) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws as the same shall be amended from time to timelaws; and (iii) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, Agreement (iA) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (iiB) identify, evaluate and negotiate the structure of the investments made by the Company; (iiiC) close execute, close, monitor and monitor service the Company’s investments; (ivD) determine the securities and other assets that the Company will purchase, retain, or sell; (vE) perform due diligence on prospective portfolio companies; and (viF) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the The Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the negotiation, execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financingThe Adviser is hereby authorized, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Company through a special purpose vehicleand at the direction of the Board pursuant to delegated authority, to possess, transfer, mortgage, pledge or otherwise deal in, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, the Adviser shall have authority Company’s investments and other property and funds held or owned by the Company, including, without limitation, exercising and enforcing rights with respect to create or arrange for the creation of such special purpose vehicle and any claims relating to make such investments through such special purpose vehicle (in accordance and other property and funds, including with the Investment Company Act)respect to litigation, bankruptcy or other reorganization.
(b) The Adviser hereby accepts such employment appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company Adviser, and not the Company, shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.
(d) The Adviser shall shall, for all purposes herein provided provided, be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(e) The Subject to review by and the overall control of the Board, the Adviser shall keep and preserve preserve, in the manner and for the period required by the Investment Company Act Act, any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will shall surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.
Appears in 2 contracts
Sources: Investment Advisory Agreement (Oaktree Strategic Income II, Inc.), Investment Advisory Agreement (Oaktree Strategic Income II, Inc.)
Duties of the Adviser. (a) The Company hereby employs Adviser will be responsible for managing the relationship with Chinese regulatory authorities, including the Securities & Futures Commission of Hong Kong, the China Securities Regulatory Commission and State Administration of Foreign Exchange. In this regard, among other things necessary and appropriate for the operation of the Funds, Adviser shall be responsible for securing QFII and RQFII allocations for the Funds and additional quotas as needed on a timely basis.
(b) In addition, subject to supervision and oversight of the Manager and the Board, the Adviser to act as the investment adviser to the Company and to shall manage the investment and reinvestment all of the securities and other assets of the Company, subject to the supervision of the Board of Directors of the Company Funds (the “BoardAssets”), for including the period purchase, retention and upon disposition of the terms herein set forthAssets, (i) in accordance with the Funds’ respective investment objectiveobjectives, policies and restrictions that are set forth as stated in each Fund’s prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the Company“Prospectus”) and applicable law, regulations and interpretations and exemptions from the foregoing, and subject to the following:
(i) The Adviser shall determine from time to time what Assets will be purchased, retained or sold by the Funds, and what portion of the Assets will be invested or held uninvested in cash.
(ii) In the performance of its duties and obligations under this Agreement, the Adviser shall act in conformity with the Trust’s registration statement on Form N-2 (File No. 333-148734) initially filed on January 18, 2008 Declaration of Trust (as the same shall defined herein), and By-Laws, each as may be modified, amended or supplemented from time to time, the “Registration Statement”); (ii) in accordance with all other applicable federal Prospectus, the instructions and state laws, rules and regulations, and the Company’s charter and by-laws as the same shall be amended from time to time; and (iii) in accordance with the Investment Company Act. Without limiting the generality directions of the foregoing, the Adviser shall, during the term Manager and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Company; (iii) close and monitor the Company’s investments; (iv) determine the securities and other assets that the Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power then-current terms and authority on behalf conditions of the Company to effectuate its investment decisions for the Company, including the execution exemptive and delivery of all documents relating no-action relief granted to the Company’s investments Trust, and the placing Trust’s policies and procedures. The Manager undertakes to provide the Adviser with copies or other written notice of orders for other purchase any amendments, modifications or sale transactions on behalf of the Companysupplements to any such above-mentioned documents. In the event that the Company determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight performance of its duties and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Company through a special purpose vehicleobligations under this Agreement, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (also comply in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance all material respects with the requirements of the Investment Company Act of 1940 (the “1940 Act”), the Advisers Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state lawlaws and regulations and Chinese laws and regulations, as each is amended from time to time. In this regard, the Adviser represents that it has adopted and implemented and will maintain in accordance with Rule 206(4)-7 under the Advisers Act, policies and procedures reasonably designed to (a) prevent violation by the Adviser and its supervised persons (as such term is defined by the Advisers Act) of the Advisers Act and the rules thereunder; and (b) to the extent that the Adviser’s activities or services could affect the Fund(s), policies and procedures, prevent violation of the federal securities laws (as such term is defined in Rule 38a-1 under the Investment Company Act) by the Fund(s) and the Adviser. Further, the Adviser shall maintain a disaster recovery and business continuity plan that is in accordance with applicable law and within industry standards.
(diii) The Adviser shall for all purposes herein provided be deemed determine the Assets to be an independent contractor andpurchased or sold by the Funds as provided in subparagraph (i) and will place orders with or through such persons, except brokers or dealers chosen by the Adviser to carry out the policy with respect to brokerage as expressly provided the Board or authorized hereinthe Manager may direct in writing from time to time, shall have no authority to act for or represent in conformity with all federal securities laws and applicable Chinese laws and regulations. The Adviser may open and maintain brokerage accounts of all types of behalf of and in the Company in any way or otherwise be deemed an agent name of the CompanyFunds. The Adviser may enter into standard customer agreements with brokers and direct payments of cash, cash equivalents and securities and other property into such brokerage accounts as the Adviser deems desirable and appropriate. Subject to the obtaining the best price and execution reasonably available and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Adviser is authorized to cause a Fund to pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Adviser has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to such Fund and to other funds or clients for which the Adviser exercises investment discretion. The Adviser is authorized to direct portfolio transactions to a broker that is an affiliated person of the Manager, Adviser or a Fund in accordance with such standards and procedures as may be approved by the Board in accordance with Rule 17e-1 under the 1940 Act, or other rules promulgated by the Securities and Exchange Commission (the “SEC”). The Adviser shall not divert any Fund’s portfolio securities transactions to a broker or dealer in consideration of such broker or dealer’s promotion or sales of shares of the Fund, any other series of the Trust, or any other registered investment company. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund(s) as well as other clients of the Adviser, the Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a fair and reasonable result and efficient execution. Allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner which the Adviser considers to be the most equitable and consistent with its fiduciary obligations to each Fund and to its other clients over time. The Manager agrees that the Adviser and its affiliates may give advice and take action in the performance of their duties with respect to any of their other clients that may differ from advice given, or the timing or nature of actions take, with respect to the relevant Fund. The Manager also acknowledges that the Adviser and its affiliates are fiduciaries to other entities, some of which have the same or similar investment objectives (and will hold the same or similar investments) as the Fund(s), and that the Adviser will carry out its duties hereunder together with its duties under such relationships.
(eiv) The Adviser shall keep assist the Manager and preserve for the period required any other relevant service provider in connection with any securities lending activities by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and Funds.
(v) The Adviser shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to transactions involving the Company’s portfolio transactions Assets required by Rule 31a-1 under the 1940 Act and preserve such records for the periods prescribed by Rule 31a-2 under the 1940 Act. The Adviser shall render timely furnish to the Board such periodic Manager all information needed by the Manager to keep the other books and special reports as records of the Board may reasonably requestFund required by Rule 31a-1 under the 1940 Act. The Adviser agrees that all records that it maintains for the Company on behalf of a Fund are the property of the Company Fund and the Adviser will surrender promptly to the Company Fund any of such records upon the CompanyFund’s request; provided, provided however, that the Adviser may retain a copy of such records.
(vi) The Adviser shall provide the relevant Fund’s custodian on each business day with information relating to all transactions concerning the Assets and shall provide the Manager with such information upon request of the Manager and shall otherwise cooperate with and provide reasonable assistance to the Manager, the Trust’s administrator, the Trust’s custodian and foreign custodians, the Trust’s transfer agent and pricing agents and all other agents and representatives of the Trust, The Adviser shall not hold, or have custody of, any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser. The Adviser will also provide the Manager with such compliance reports and certifications relating to its duties under this Agreement and the federal securities laws or Chinese laws or regulations as may be reasonably requested.
(vii) To the extent applicable to China A Shares, the Adviser shall, when explicitly directed by the Manager or the Board and consistent with the best interests of each Fund, be responsible for exercising (or not exercising in its discretion) all rights of security holders with respect to securities held by each Fund, including but not limited to: reviewing proxy solicitation materials, voting and handling proxies and converting, tendering exchanging or redeeming securities. The Adviser shall report to the Manager in a timely manner a record of all proxies voted, in such form and format that complies with acceptable federal statutes and regulations (e.g., requirements of Form N-PX), including a record of all proxies not voted and/or voted inconsistently with Adviser’s proxy voting guidelines. The Adviser shall certify at least annually or more often as may reasonably be requested by the Manager, as to the compliance of its proxy voting policies and procedures with applicable federal statutes and regulations.
(viii) The Adviser shall maintain books and records with respect to the Funds’ investment transactions and keep the Manager fully informed on an ongoing basis of all material facts concerning the Adviser and its key investment personnel providing services to the Funds. The Adviser shall furnish to the Manager or the Board regular, periodic and special reports, balance sheets or financial information, and such other information with regard to its affairs as the Manager or Board may reasonably request; and the Adviser will attend meetings with the Manager and/or the Board, as reasonably requested, to discuss the foregoing. Upon the request of the Manager, the Adviser shall also furnish to the Manager any other information relating to the Assets that is required to be filed by the Manager or the Trust with the SEC or sent to shareholders under the 1940 Act (including the rules adopted thereunder) or any exemptive or other relief from the SEC on which the Manager, the Trust or a Fund relies.
(ix) The Adviser shall monitor the Assets owned by the Fund(s) and, in accordance with procedures established by the Board, as amended from time to time, and in conjunction with the Manager, promptly notify the Manager and the Trust’s Fund Accounting Agent of Assets that the Adviser believes should be fair valued in accordance with the Trust’s Valuation Procedures. The Adviser will provide reasonable assistance in determining the fair value of the Assets, as necessary, and use reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Adviser for which market prices are not readily available, it being understood that the Adviser will not be responsible for determining the value of any such security.
Appears in 2 contracts
Sources: Investment Advisory Agreement (Krane Shares Trust), Investment Advisory Agreement (Krane Shares Trust)
Duties of the Adviser. (a) The Company Corporation hereby employs retains the Adviser to act as the investment adviser to the Company Corporation and to manage the investment and reinvestment of the assets of the CompanyCorporation, subject to the supervision of the Board Corporation’s board of Directors of the Company directors (the “Board”), for the period and upon the terms herein set forth, (i) in accordance with the then-current investment objective, policies and restrictions that are set forth in the CompanyCorporation’s registration statement on Form N-2 (File No. 333-148734) initially filed on January 1810, 2008 (as the same shall be amended from time to time, time (the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”), and, to the extent subsequent to the effective date of the Registration Statement, any periodic report filed with the SEC, and in accordance with the investment objective, policies and restrictions set forth in the Corporation’s private placement memorandum, as amended from time, relating to the Corporation’s private offering of its common stock (the “Memorandum”) that reflects a different investment objective, policies and restrictions, whichever is filed or prepared, as the case may be, later; (ii) in accordance with the 1940 Act, the Advisers Act and all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws as the same shall be amended from time to time; and (iii) in accordance with the Investment Company ActCorporation’s articles of amendment and restatement (the “Charter”) and amended and restated bylaws (the “Bylaws”), each as amended from time to time. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) formulate and implement the Corporation’s investment program; (ii) determine the composition of the portfolio of the CompanyCorporation, the nature and timing of the changes therein and the manner of implementing such changes; (iiiii) identify/source, research, evaluate and negotiate the structure of the investments made by the CompanyCorporation (including performing due diligence on prospective portfolio companies); (iiiiv) close execute, close, service and monitor the CompanyCorporation’s investments, including the exercise of any rights in its capacity as a lender; (ivv) determine the securities and other assets that the Company Corporation will originate, purchase, retain, or sellsell and dispose of such securities and other assets, as appropriate; (vvi) perform due diligence on prospective exercise voting rights in respect of portfolio companiessecurities and other investments for the Corporation; and (vivii) provide the Company Corporation (and its subsidiaries) with such other investment advisory, research research, and related services as the Company Corporation may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Company Corporation to effectuate its investment decisions for the CompanyCorporation, including the execution and delivery of all documents relating to the CompanyCorporation’s investments and the placing of orders for other and the purchase or sale transactions on behalf of the CompanyCorporation and its subsidiaries from time to time. In the event that the Company Corporation determines to acquire debt financing, the Adviser will shall arrange for such financing on the CompanyCorporation’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Company Corporation through a subsidiary of the Corporation or a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company 1940 Act).
(b) The Adviser hereby accepts such employment engagement and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Adviser is hereby authorized Adviser, subject to the prior approval of the Board and, to the extent required, the Members, may from time to time enter into one or more sub-advisory agreements with other investment advisers (each, each a “Sub-Adviser”) pursuant to which as the Adviser may obtain the services of the Sub-Adviser(s) believe to be particularly fitted to assist it in the Adviser in fulfilling its responsibilities hereunder. Specificallyperformance of this Agreement; provided, however, that the Adviser may retain a compensation of any Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of shall be paid by the Adviser and that the Company. The Company Adviser shall be as fully responsible to the Corporation for any compensation payable to the acts and omissions of any Sub-AdviserAdviser as it is for its own acts and omissions. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company 1940 Act and other applicable federal and state law.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company Corporation in any way or otherwise be deemed an agent of the CompanyCorporation.
(e) The Adviser shall keep and preserve for the period required by the Investment Company 1940 Act any books and records relevant to the provision of its investment advisory services to the Company Corporation and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act 1940 Act, and the rules and regulations promulgated thereunder, with respect to the CompanyCorporation’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company Corporation are the property of the Company Corporation and will shall surrender promptly to the Company Corporation any such records upon the CompanyCorporation’s request, provided that the Adviser may retain a copy of such records.
Appears in 2 contracts
Sources: Investment Advisory Agreement (Varagon Capital Corp), Investment Advisory Agreement (Varagon Capital Corp)
Duties of the Adviser. (a) The Company Corporation hereby employs the Adviser to act as the an investment adviser to the Company and to manage the investment and reinvestment of the assets of the CompanyCorporation, subject to the supervision of the Board of Directors of the Company (the “Board”)Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objectiveobjectives, policies and restrictions that are set forth in the Company’s registration statement on Corporation's Form N-2 1-E and related Offering Circular, to be dated November __, 2006, to be filed with the Securities and Exchange Commission (File No. 333-148734) initially filed on January 18"SEC"), 2008 (and as the same shall be amended from time to timetime and provided to the Adviser (the "Blackhawk Investment Objectives and Policies"), the “Registration Statement”); (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and [the Company’s charter Corporation's certificate of incorporation, as amended, and by-laws laws, in each case as the same shall be amended provided to you from time to time; and (iii) in accordance with the Investment Company Act]. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio Portfolio of the CompanyCorporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the CompanyCorporation with respect to the Portfolio; (iii) close and monitor the Company’s investmentsCorporation's investments with respect to the Portfolio; (iv) determine the securities and other assets that the Company Corporation will purchase, retain, or sellsell in the Portfolio; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Company Corporation with such other investment advisory, research and related services as the Company Corporation may, from time to time, reasonably require for the investment of its fundsthe Portfolio. Subject to the supervision The Adviser acknowledges that it is one of the Board, investment advisers retained or to be retained by the Corporation and that Adviser's retention by the Corporation is not exclusive. The Adviser shall have the power and authority on behalf of the Company Corporation to effectuate its investment decisions for the CompanyCorporation’s Portfolio, including the execution and delivery of all documents relating to the Company’s Corporation's investments and within the placing of orders for other purchase or sale transactions on behalf of the CompanyPortfolio. In the event that the Company Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s Corporation's behalf, subject to the oversight and approval of the BoardCorporation's Board of Directors. If Subject to the approval of the Board of Directors of the Corporation, if it is necessary for the Adviser to make investments on behalf of the Company Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor andinvest and reinvest the assets in such stocks, except bonds, or other property of any kind, as expressly provided or authorized herein, shall have no authority to act for or represent it deems in the Company in any way or otherwise be deemed an agent best interest of the Company.
(e) The Adviser shall keep and preserve for Corporation to achieve the period required investment objectives designated by the Corporation on the Corporation and consistent with the Blackhawk Investment Company Act any books Objectives and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such recordsPolicies.
Appears in 1 contract
Sources: Investment Advisory Management Agreement (Blackhawk Capital Group BDC Inc)
Duties of the Adviser. (a) The Company Corporation hereby employs the Adviser to act as the investment adviser to the Company Corporation and to manage the investment and reinvestment of the assets of the CompanyCorporation, subject to the supervision of the Board of Directors of the Company (the “Board”)Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the CompanyCorporation’s registration statement Registration Statement on Form N-2 (File No. 333-148734) initially filed on January 18N-2, 2008 (dated July 31, 2012, as the same shall be amended from time to timetime (as amended, the “Registration Statement”); , (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the CompanyCorporation’s charter articles of incorporation and by-laws laws, as the same shall each may be amended from time to time; and (iii) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the CompanyCorporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the CompanyCorporation; (iii) close and monitor the CompanyCorporation’s investments; (iv) determine the securities and other assets that the Company Corporation will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companiesinvestments; and (vi) provide the Company Corporation with such other investment advisory, research and related services as the Company Corporation may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the The Adviser shall have the power and authority on behalf of the Company Corporation to effectuate its investment decisions for the CompanyCorporation, including the execution and delivery of all documents relating to the CompanyCorporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the CompanyCorporation. In the event that the Company Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the CompanyCorporation’s behalf, subject to the oversight and approval of the BoardCorporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Company Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Subject to the requirements of the Investment Company Act, the Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the CompanyCorporation’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the CompanyCorporation, subject to the oversight of the Adviser and the CompanyCorporation. The Company Adviser, and not the Corporation, shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state lawlaw and shall contain a provision requiring the Sub-Adviser to comply with Sections 1(e) and 1(f) of this Agreement below as if it were the Adviser.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company Corporation in any way or otherwise be deemed an agent of the CompanyCorporation.
(e) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company Corporation and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the CompanyCorporation’s portfolio transactions and shall render to the Corporation’s Board of Directors such periodic and special reports as the Corporation’s Board of Directors may reasonably request. The Adviser agrees that all records that it maintains for the Company Corporation are the property of the Company Corporation and will surrender promptly to the Company Corporation any such records upon the CompanyCorporation’s request, provided that the Adviser may retain a copy of such records.
(f) The Adviser shall have adopted and implemented within a reasonable period of time prior to [ ], 2013 written policies and procedures reasonably designed to prevent violation of Federal securities laws by the Adviser. The Adviser shall provide the Corporation, at such times as the Corporation shall reasonably request, with a copy of such policies and procedures and a report of such policies and procedures; such report shall be of sufficient scope and in sufficient detail, as may reasonably be required to comply with Rule 38a-1 under the Investment Company Act and to provide reasonable assurance that any material inadequacies would be disclosed by such examination, and, if there are no such inadequacies, the reports shall so state.
Appears in 1 contract
Sources: Investment Advisory Agreement (Priority Senior Secured Income Fund, Inc.)
Duties of the Adviser. (a) The Company hereby employs the Adviser to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the supervision of the Board of Directors of the Company (the “Board”), for the period and upon the terms herein set forth. In the performance of its duties, the Adviser shall at all times conform to, and act in accordance with, any requirements imposed by (i) the provisions of the Investment Company Act, and of any rules or regulations in accordance with force thereunder, subject to the terms of any exemptive order applicable to the Company; (ii) the U.S. Employee Retirement Income Security Act of 1974, as amended ("ERISA"), if applicable; (iii) any other applicable provision of law; (iv) the provisions of the Articles of Incorporation (the "Charter") and the Bylaws of the Company, each as amended and/or restated from time to time; (v) the investment objectiveobjectives, policies and restrictions that are applicable to the Company as set forth in the Company’s registration statement 's Registration Statement on Form N-2 10, first filed with the Securities and Exchange Commission (File No. 333-148734the "SEC") initially filed on November 22, 2019 and amended on January 1815, 2008 2020 (the "Registration Statement"), as the same shall they may be amended from time to time, time by the “Registration Statement”); (ii) in accordance with all other applicable federal and state laws, rules and regulations, and Board upon written notice to the Company’s charter and by-laws as the same shall be amended from time to timeAdviser; and (iiivi) any other policies and determinations of the Board provided in accordance with writing to the Investment Company ActAdviser. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Company; (iii) close execute, monitor and monitor service the Company’s 's investments; (iv) determine the securities and other assets that the Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; (vi) vote, exercise consents and exercise all other rights appertaining to such securities and other assets on behalf of the Company; and (vivii) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s 's investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s 's behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(ed) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s 's portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s 's request, provided that the Adviser may retain a copy of such records.
Appears in 1 contract
Sources: Investment Advisory and Management Agreement (NMF SLF I, Inc.)
Duties of the Adviser. (a) The Company Fund hereby employs engages the Adviser to act as the investment adviser to the Company Fund and to manage the investment and reinvestment of the assets of the CompanyFund, subject to the supervision of the Board of Directors Trustees of the Company Fund (the “Board,” and each trustee a “Trustee”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the CompanyFund’s most recent registration statement on Form N-2 10 or Form N-2, as applicable (File No. 333-148734) initially filed on January 18, 2008 (and as the same shall may be amended from time to time, the “Registration Statement”); (ii) in accordance with all other applicable federal and state laws, rules and regulations, and the CompanyFund’s organizational documents (including any charter or declaration of trust and by-laws laws) as the same shall may be amended or superseded from time to time; and (iii) to the extent applicable, in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, : (i) determine the composition of the portfolio of the CompanyFund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, source, research, evaluate and negotiate the structure of the investments made by the CompanyFund; (iii) close and monitor the CompanyFund’s investments; (iv) determine the securities and other assets that the Company Fund will purchase, retain, retain or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Company Fund with such other investment advisory, research and related services as the Company Fund may, from time to time, reasonably require for the investment of its funds. Subject , including providing operating and managerial assistance to the supervision of the BoardFund and its portfolio companies, the as required. The Adviser shall have the power and authority on behalf of the Company Fund to effectuate its investment decisions for the CompanyFund, including the execution and delivery of all documents relating to the CompanyFund’s investments and the placing of orders for other purchase or sale transactions on behalf of the CompanyFund. In the event that the Company Fund determines to directly or indirectly (including through any subsidiary of the Fund, referred to herein as a “Subsidiary”) acquire debt financing, the Adviser will arrange for such financing on the CompanyFund’s behalf, subject to the oversight and approval of the Board, if any. If it is necessary or appropriate for the Adviser to make investments on behalf of the Company Fund through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (subject to and in accordance with the requirements of the Investment Company Act). The authority of the Adviser conferred pursuant to this Agreement shall apply equally in respect of any controlled Subsidiary.
(b) The Adviser hereby accepts such employment engagement and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the CompanyFund’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the CompanyFund, subject to the oversight of the Adviser and the CompanyFund. The Company Adviser shall be responsible for any compensation payable to any Sub-Adviser. Any Nothing in this subsection 2(c) will obligate the Adviser to pay any expenses that are the expenses of the Fund under Section 3 hereof. For so long as the Fund is regulated under the Investment Company Act, any sub-advisory agreement entered into by the Adviser shall be subject to approval by the Board as required by Section 15 of the Investment Company Act and shall otherwise be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company Fund in any way or otherwise be deemed an agent of the CompanyFund.
(e) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company Fund and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the CompanyFund’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company Fund are the property of the Company Fund and will surrender promptly to the Company Fund any such records upon the CompanyFund’s request, ; provided that the Adviser may retain a copy of such records.
Appears in 1 contract
Sources: Investment Advisory Agreement (Silver Point Specialty Lending Fund)
Duties of the Adviser. (a) The Company Corporation hereby employs the Adviser to act as the investment adviser to the Company Corporation and to manage the investment and reinvestment of the assets of the CompanyCorporation, subject to the supervision of the Board board of Directors directors of the Company Corporation (the “BoardBoard of Directors”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the CompanyCorporation’s private placement memorandum, registration statement on Form N-2 (File No. 333-148734) initially or other filing submitted or filed on January 18by the Corporation with the Securities and Exchange Commission, 2008 (in each case as the same shall may be amended from time to time, the “Registration Statement”); (ii) in accordance with the Investment Company Act, the Investment Advisers Act and all other applicable federal and state lawslaw, rules and regulationsincluding the Employee Retirement Income Security Act of 1974, and the Company’s charter and by-laws as the same shall be amended from time to time; (“ERISA”), if applicable and (iii) in accordance with the Investment Company ActCorporation’s charter and bylaws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the CompanyCorporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the CompanyCorporation (including performing due diligence on prospective portfolio companies); (iii) close execute, close, service and monitor the CompanyCorporation’s investments; (iv) determine the securities and other assets that the Company Corporation will purchase, retain, retain or sell; and (v) perform due diligence on prospective portfolio companies; and (vi) provide the Company Corporation with such other investment advisory, research and related services as the Company Corporation may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the The Adviser shall have the power and authority on behalf of the Company Corporation to effectuate its investment decisions for the CompanyCorporation, including the execution and delivery of all documents relating to the CompanyCorporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the CompanyCorporation. In the event that the Company Corporation, consistent with its investment objective and policies, determines to acquire debt financing or to refinance existing debt financing, the Adviser will shall arrange for such financing on the CompanyCorporation’s behalf, subject to the oversight and approval of the BoardBoard of Directors. If it is necessary for the Adviser to make investments on behalf of the Company Corporation through a subsidiary or special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such subsidiary or special purpose vehicle (in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein.
(c) The Subject to the requirements of the Investment Company Act and ERISA, if applicable, the Adviser is hereby authorized authorized, but not required, to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the CompanyCorporation’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the CompanyCorporation, subject in all cases to the oversight of the Adviser and the CompanyCorporation. The Company Adviser, and not the Corporation, shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act, the Investment Advisers Act and other applicable federal and state law, including ERISA, if applicable.
(d) The Adviser shall for For all purposes herein provided provided, the Adviser shall be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company Corporation in any way or otherwise be deemed an agent of the CompanyCorporation.
(e) The Adviser shall keep and preserve preserve, in the manner and for the period required by that would be applicable to investment companies registered under the Investment Company Act Act, any books and records relevant to the provision of its investment advisory services to the Company and Corporation, shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the CompanyCorporation’s portfolio transactions and shall render to the Board of Directors such periodic and special reports as the Board of Directors may reasonably request. The Adviser agrees that all records that it maintains for the Company Corporation are the property of the Company Corporation and will shall surrender promptly to the Company Corporation any such records upon the CompanyCorporation’s request, provided that the Adviser may retain a copy of such records.
Appears in 1 contract
Sources: Investment Advisory Agreement (Brightwood Capital Corp I)
Duties of the Adviser. (a) The Company hereby employs engages the Adviser to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the supervision of the Board board of Directors directors of the Company (the “BoardBoard of Directors”), for the period and upon the terms herein set forthforth and in accordance with this Agreement. The Adviser shall have full and complete authority at its sole discretion, without prior reference to the Company, and at such times as the Adviser shall think fit, to make decisions to invest the assets of the Company, subject to and in accordance with:
(i) in accordance with the investment objective, policies and restrictions that are set forth in the Company’s registration statement on Form N-2 (File No. 333-148734) initially filed on January 18, 2008 confidential private placement memorandum (as the same shall may be amended, restated, or supplemented from time to time), as the same may be amended from time to time, the “Registration Statement”); ;
(ii) in accordance with the 1940 Act, the Advisers Act and all other applicable federal and state laws, rules and regulations, and law; and
(iii) the Company’s charter Amended and by-laws Restated Certificate of Incorporation and Bylaws, as the same shall be amended each may be, as applicable, amended, restated, and/or supplemented from time to time; and (iii) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, ,
(i) determine the securities and other assets that the Company will purchase, retain or sell;
(ii) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; ;
(iiiii) identify, evaluate and negotiate the structure of the investments made by the Company; Company and/or the structure thereof (iiiincluding without limitation performing due diligence with respect to any instrument and/or company in which the Company may invest);
(iv) close buy, sell, exchange, redeem hold, convert or otherwise deal with and/or execute transactions with respect to, any kind of security or other property in which the Company may invest;
(v) service and monitor the Company’s investments; (iv) determine the securities and other assets that the Company will purchase, retainincluding without limitation by exercising or refraining from exercising any right conveyed by a particular investment to buy, sell, subscribe for, exchange or sell; (v) perform due diligence on prospective portfolio companies; and redeem an investment;
(vi) exercise or refrain from exercising any governance or ownership right conferred by a particular investment;
(vii) enter into any foreign exchange and/or derivative transactions; and
(viii) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its fundsfunds and/or which the Adviser reasonably considers to be necessary, desirable or incidental to carrying out the services under this Agreement. Subject to the supervision of the Board, the The Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the CompanyCompany and to enter into and/or execute any documents, including agreements, master agreements, confirmations, deeds, or other instruments, and to open any accounts, required or appropriate to provide the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Companyservices described herein. In the event that the Company determines to acquire debt financing or to refinance existing debt financing, the Adviser will shall arrange for such financing on the Company’s behalf, subject to the oversight and approval of the BoardBoard of Directors. If it is necessary for the Adviser to make investments on behalf of the Company through a subsidiary or special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such subsidiary or special purpose vehicle (in accordance with the Investment Company 1940 Act).
(b) The Adviser hereby accepts such employment engagement and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein.
(c) The Subject to the requirements of the 1940 Act, the Adviser is hereby authorized authorized, but not required, to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject in all cases to the oversight of the Adviser and the Company. The Company Adviser, and not the Company, shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company 1940 Act, the Advisers Act and other applicable federal and state law. For the avoidance of doubt, the Adviser shall also be permitted to delegate and/or outsource to third parties back-office services which do not involve such service providers providing investment advice.
(d) The Adviser shall for For all purposes herein provided provided, the Adviser shall be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Companycontractor.
(e) The Adviser shall keep and preserve preserve, in the manner and for the period required by that would be applicable to investment companies registered under the Investment Company Act 1940 Act, any books and records relevant to the provision of its investment advisory services to the Company and Company, shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Board of Directors such periodic and special reports as the Board of Directors may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will shall surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.
Appears in 1 contract
Sources: Investment Advisory Agreement (Muzinich Corporate Lending Income Fund, Inc.)
Duties of the Adviser. (a) The Company hereby employs the Adviser to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the supervision of the Board of Directors of the Company (the “Board”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Company’s registration statement on Form N-2 (File No. 333-148734188956) initially filed on January 18May 30, 2008 2013 (as the same shall be amended from time to time, the “Registration Statement”); (ii) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws as the same shall be amended from time to time; and (iii) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Company; (iii) close and monitor the Company’s investments; (iv) determine the securities and other assets that the Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(e) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.
Appears in 1 contract
Sources: Investment Advisory Agreement (Capitalsouth Partners Fund Ii Lp)
Duties of the Adviser. (a) The Company hereby employs the Adviser shall continue to act as the investment adviser have responsibility for all services to be provided to the Company Funds as defined in the Advisory Agreement and to manage shall oversee and review the investment and reinvestment Sub-Adviser’s performance of its duties under this Agreement; provided, however, that in connection with its management of the assets of the CompanyFunds, subject nothing herein shall be construed to relieve the supervision Sub-Adviser of responsibility for compliance with the Registration Statement of the Board of Directors Funds, the written instructions and directions of the Company Board, the requirements of the 1940 Act, the U.S. Internal Revenue Code of 1986, as amended (the “BoardCode”), for the period and upon the terms herein set forthall other applicable federal laws and regulations, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Company’s registration statement on Form N-2 (File No. 333-148734) initially filed on January 18, 2008 (as the same shall be each is amended from time to time, the “Registration Statement”); (ii) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws as the same shall be amended from time to time; and (iii) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Company; (iii) close and monitor the Company’s investments; (iv) determine the securities and other assets that the Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment and agrees during has furnished the term hereof to render Sub-Adviser with copies of each of the services described herein for the compensation provided herein.following documents:
(c1) The Adviser is hereby authorized Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to enter into one or more subtime, herein called the “Declaration of Trust”);
2) Amended and Restated By-advisory agreements with other investment advisers Laws of the Trust (eachsuch By-Laws, a as in effect on the date of this Agreement and as amended from time to time, are herein called the “SubBy-AdviserLaws”);
3) pursuant Registration Statement of the Funds, as amended from time to which time;
4) Resolutions of the Adviser may obtain Board approving the services engagement of the Sub-Adviser(sAdviser as a sub-adviser to the Funds;
5) Resolutions and policies and procedures adopted by the Board with respect to assist the assets of the Funds to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder;
6) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and
7) The terms and conditions of exemptive and no-action relief granted to the Trust, as amended from time to time. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds to use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in fulfilling its responsibilities hereunder. Specifically, materials provided by the Adviser may retain a Sub-Adviser to recommend specific securities the Adviser in writing specifically for use in the Fund’s Registration Statement, as amended or other investments based upon supplemented from time to time, or in Fund shareholder reports or proxy statements and the Company’s investment objective and policiesinformation is used (i) as required by applicable law, and work, along with the Adviserrule or regulation, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf Registration Statement of the Company, subject to Funds or in Fund shareholder reports or proxy statements; or (ii) as may be otherwise specifically approved in writing by the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state lawprior to use.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(e) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Ultimus Managers Trust)
Duties of the Adviser. (a) The Company Fund hereby employs the Adviser to act as the investment adviser to the Company Fund and to manage the investment and reinvestment of the assets of the CompanyFund, subject to the supervision of the Board Fund’s board of Directors of the Company trustees (the “Board”), for the period and upon the terms herein set forth, in accordance with:
(i) in accordance with the investment objective, policies and restrictions that are set forth in the CompanyFund’s registration statement Registration Statement on Form N-2 (File No. 333-148734) initially filed on January 18N-2, 2008 (as the same shall be amended from time to timetime (as amended, the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”); ;
(ii) in accordance with the Investment Company Act; and
(iii) all other applicable federal and state laws, rules and regulations, and the CompanyFund’s charter Second Amended and by-laws Restated Declaration of Trust (as the same shall it may be amended and/or restated from time to time; , the “Declaration of Trust”) and Bylaws (iii) in accordance with as they may be amended and/or restated from time to time (the Investment Company Act“Bylaws”). Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, :
(i) determine the composition of the portfolio of the CompanyFund, the nature and timing of the changes therein and the manner of implementing such changes; ;
(ii) identify, evaluate and negotiate the structure of the investments made by the Company; Fund;
(iii) close and monitor the CompanyFund’s investments; ;
(iv) determine the securities and other assets that the Company Fund will purchase, retain, or sell; ;
(v) perform due diligence on prospective and existing portfolio companies; and ;
(vi) provide the Company Fund with such other investment advisory, research and related services as the Company Fund may, from time to time, reasonably require for the investment of its funds. Subject ; and
(vii) upon request by an official or agency administering the securities laws of a state (a “State Administrator”), submit to such State Administrator the reports and statements required to be distributed to the supervision Fund’s shareholders pursuant to this Agreement, any registration statement filed with the SEC and applicable federal and state law.
(b) The Adviser has a fiduciary responsibility and duty to the Fund for the safekeeping and use of all the funds and assets of the BoardFund, whether or not in the Adviser’s immediate possession or control. The Adviser shall not employ, or permit another to employ, such funds or assets except for the exclusive benefit of the Fund. The Adviser shall not contract away any fiduciary obligation owed by the Adviser to the Fund’s shareholders under common law.
(c) The Adviser shall have the power and authority on behalf of the Company Fund to effectuate its investment decisions for the CompanyFund, including the execution and delivery of all documents relating to the CompanyFund’s investments and the placing of orders for other purchase or sale transactions on behalf of the CompanyFund. In the event that the Company Fund determines to acquire incur debt financing, the Adviser will arrange for such financing on the CompanyFund’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Company Fund through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).
(bd) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(ce) The Subject to the requirements of the Investment Company Act, and any applicable guidance, interpretation or relief of the SEC or its staff, the Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunderproviding the investment advisory services required to be provided by the Adviser under Section 1(a) hereof. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the CompanyFund’s investment objective objectives and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the CompanyFund, subject to the oversight of the Adviser and the CompanyFund. The Company Adviser, and not the Fund, shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law. Nothing in this subsection (e) will obligate the Adviser to pay any expenses that are the expenses of the Fund under Section 2 hereof.
(df) The Adviser Adviser, and any Sub-Adviser, shall for all purposes herein provided each be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company Fund in any way or otherwise be deemed an agent of the CompanyFund.
(eg) The Adviser shall keep and preserve preserve, for the period required by the Investment Company Act Act, any books and records relevant to the provision of its investment advisory services to the Company Fund and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the CompanyFund’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company Fund are the property of the Company Fund and will surrender promptly to the Company Fund any such records upon the CompanyFund’s request, provided that the Adviser may retain a copy of such records.
Appears in 1 contract
Sources: Investment Advisory and Management Agreement (Ares Strategic Income Fund)
Duties of the Adviser. (a) The Company hereby employs the Adviser to act as the investment adviser Subject to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the general supervision of the Board of Directors Trustees of the Company, the Adviser shall administer the Company's corporate affairs and, in connection therewith, shall furnish the Company with office facilities and with clerical, bookkeeping and recordkeeping services at such office facilities and shall, employing its discretion, manage the investment operations of the Fund and the composition of the portfolio of securities and investments (including cash) belonging to the “Board”)Fund, for including the period purchase, retention and upon disposition thereof and the terms herein set forthexecution of agreements relating thereto, (i) in accordance with the investment objective, policies and restrictions that are set forth of the Fund as stated in the Company’s registration statement on Form N-2 (File No. 333-148734) initially filed on January 18, 2008 Prospectus (as the same shall be amended from time to timedefined in paragraph 3(g) of this Agreement), the “Registration Statement”Statement (as defined in paragraph 3(e) of this Agreement); (ii) in accordance with all other applicable federal , Agreement and state lawsDeclaration of Trust, rules Certificate of Trust and regulations, and the Company’s charter and byBy-laws as the same shall be amended from time to time; and (iii) in accordance with the Investment Company Act. Without limiting the generality Laws of the foregoing, the Adviser shall, during the term Fund and subject to the provisions of this Agreement, following understandings:
(ia) The Adviser shall furnish a continuous investment program for the Fund and determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Company; (iii) close and monitor the Company’s investments; (iv) determine the securities and other assets that the Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Company with such other investment advisory, research and related services as the Company may, from time to timetime what investments or securities will be purchased, reasonably require for retained or sold by the investment of its funds. Subject to the supervision Fund, and what portion of the Board, the Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase assets will be invested or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act)held uninvested as cash.
(b) The Adviser hereby accepts such employment and agrees during shall use its best judgment in the term hereof to render the services described herein for the compensation provided hereinperformance of its duties under this Agreement.
(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuringthe performance of its duties and obligations under this Agreement, negotiatingshall act in conformity with the Agreement and Declaration of Trust, arranging or effecting the acquisition or disposition Certificate of such investments Trust, the By-Laws and monitoring investments on behalf Prospectus of the Company, subject to Fund and with the oversight instructions and directions of the Adviser Board of Trustees of the Fund and the Company. The Company shall be responsible for any compensation payable will conform to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance and comply with the requirements of the Investment Company Act of 1940, as amended from time to time, and the rules and regulations of the Securities and Exchange Commission thereunder (collectively, the "1940 Act") and all other applicable federal Federal and state lawlaws and regulations, including without limitation the provisions of the Internal Revenue Code, as amended from time to time, applicable to the Fund as a regulated investment company.
(d) The Adviser shall for all purposes herein provided be deemed determine the securities and other investments to be an independent contractor purchased or sold by the Fund and, except as expressly agent for the Fund, will effect transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities. In placing orders with brokers and/or dealers the Adviser will comply with such policies with respect to brokerage as are set forth in the Fund's Registration Statement and Prospectus or as the Fund's Board of Trustees may adopt from time to time. In providing the Fund with investment supervision, it is recognized that the Adviser will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the Adviser may consider the financial responsibility, research and investment information and other services provided by brokers, dealers or authorized herein, shall have no authority futures commission merchants who may effect or be a party to act for any such transaction or represent the Company in any way or otherwise be deemed an agent other transactions to which other clients of the CompanyAdviser may be a party. It is understood that ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLC may be used as principal broker for securities transactions but that no formula has been adopted for allocation of the Fund's investment transaction business. The Adviser is authorized to direct portfolio transactions to ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLC in accordance with such standards and procedures as may be approved by the Board in accordance with the 1940 Act Rule 17e-1, or other rules promulgated by the Securities and Exchange Commission. It is also understood that it is desirable for the Fund that the Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers or futures commission merchants and that such brokers may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers or futures commission merchants on the basis of seeking the most favorable price and efficient execution. Therefore, the Adviser is authorized to pay higher brokerage commissions for the purchase and sale of securities and futures contracts for the Fund to brokers or futures commission merchants who provide such research and analysis, subject to review by the Fund's Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such broker or futures commission merchant may be useful to the Adviser in connection with its services to other clients. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other customers, the Adviser may, to the extent permitted by applicable laws and regulations, but shall not be obligated to, aggregate the securities to be sold or purchased in order to obtain the best price and execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in a manner it considers to be equitable and consistent with its fiduciary obligations to the Fund and, if applicable, to such other customers.
(e) The Adviser shall keep and preserve for the period required by the Investment Company Act any maintain books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions of the Fund and shall render to the Fund's Board of Trustees such periodic and special reports as the Board of Trustees may reasonably request.
(f) The Adviser shall provide the Fund's custodian and administrator on each business day with information relating to all transactions concerning the assets of the Fund, except redemptions of and any subscriptions for Fund Shares, and will provide on a timely basis to the Fund's administrator and other persons providing services to the Fund such information as the administrator or such other persons may reasonably request in connection with the performance of their respective duties and obligations with respect to the Fund.
(g) The Adviser will report to the Board of Trustees of the Fund at each meeting thereof all changes in the investments and other assets of the Fund since the prior report, and will keep the Board of Trustees informed of material developments affecting the Fund and the Adviser, and on its own initiative, will furnish the Board of Trustees from time to time with such information as the Adviser may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in the Fund's holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which the Fund maintains investments. The Adviser also will furnish the Board of Trustees with such statistical and analytical information with respect to securities and other investments of the Fund as the Adviser may believe appropriate or as the Board of Trustees may reasonably request. The Adviser agrees that shall prepare and furnish to the Board of Trustees all records that it maintains for the Company are the property such other written materials and documents as may be requested or as may otherwise be necessary or appropriate in connection with meetings of the Company Board of Trustees.
(h) The Adviser shall furnish such office and will surrender promptly to other facilities as may be required by the Company any Fund.
(i) The Adviser shall compensate all personnel, officers and Trustees of the Fund if such records upon the Company’s request, provided that persons are also employees of the Adviser may retain a copy of such recordsor its affiliates.
Appears in 1 contract
Duties of the Adviser. (a) The Company Corporation hereby employs the Adviser to act as the investment adviser to the Company Corporation and to manage the investment and reinvestment of the assets of the CompanyCorporation, subject to the supervision of the Board of Directors of the Company (the “Board”)Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the CompanyCorporation’s registration statement Registration Statement on Form N-2 (File No. 333-148734) initially filed on January 18N-2, 2008 (dated July 31, 2012, as the same shall be amended from time to timetime (as amended, the “Registration Statement”); , (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the CompanyCorporation’s charter articles of incorporation and by-laws laws, as the same shall each may be amended from time to time; and (iii) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the CompanyCorporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Company; the
(iii) close and monitor the CompanyCorporation’s investments; (iv) determine the securities and other assets that the Company Corporation will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companiesinvestments; and (vi) provide the Company Corporation with such other investment advisory, research and related services as the Company Corporation may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the The Adviser shall have the power and authority on behalf of the Company Corporation to effectuate its investment decisions for the CompanyCorporation, including the execution and delivery of all documents relating to the CompanyCorporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the CompanyCorporation. In the event that the Company Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the CompanyCorporation’s behalf, subject to the oversight and approval of the BoardCorporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Company Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Subject to the requirements of the Investment Company Act, the Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the CompanyCorporation’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the CompanyCorporation, subject to the oversight of the Adviser and the CompanyCorporation. The Company Adviser, and not the Corporation, shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state lawlaw and shall contain a provision requiring the Sub-Adviser to comply with Sections 1(e) and 1(f) of this Agreement below as if it were the Adviser.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company Corporation in any way or otherwise be deemed an agent of the CompanyCorporation.
(e) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company Corporation and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the CompanyCorporation’s portfolio transactions and shall render to the Corporation’s Board of Directors such periodic and special reports as the Corporation’s Board of Directors may reasonably request. The Adviser agrees that all records that it maintains for the Company Corporation are the property of the Company Corporation and will surrender promptly to the Company Corporation any such records upon the CompanyCorporation’s request, provided that the Adviser may retain a copy of such records.
(f) The Adviser shall have adopted and implemented within a reasonable period of time prior to [ ], 2012 written policies and procedures reasonably designed to prevent violation of Federal securities laws by the Adviser. The Adviser shall provide the Corporation, at such times as the Corporation shall reasonably request, with a copy of such policies and procedures and a report of such policies and procedures; such report shall be of sufficient scope and in sufficient detail, as may reasonably be required to comply with Rule 38a-1 under the Investment Company Act and to provide reasonable assurance that any material inadequacies would be disclosed by such examination, and, if there are no such inadequacies, the reports shall so state.
Appears in 1 contract
Sources: Investment Advisory Agreement (Priority Senior Secured Income Fund, Inc.)
Duties of the Adviser. (a) The Company Fund hereby employs the Adviser to act as the investment adviser to the Company Fund and to manage the investment and reinvestment of the assets of the CompanyFund, subject to the supervision of the Board of Directors Trustees of the Company Fund (the “"Board”"), for the period and upon the terms herein set forth, (ix) in accordance with the investment objective, policies and restrictions that are set forth as in the Company’s registration statement on Form N-2 (File No. 333-148734) initially filed on January 18, 2008 (as the same shall be amended effect from time to time, the “Registration Statement”); (iiy) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter Fund's Declaration and byAgreement of Trust and By-laws Laws as the same shall be amended from time to time; and (iiiz) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, : (i) determine the composition of the portfolio of the CompanyFund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the CompanyFund; (iii) close and monitor the Company’s Fund's investments; (iv) determine the securities and other assets that the Company Fund will purchase, retain, or sell; (v) use reasonable endeavors to ensure that the Fund's investments consist mainly of shares, securities or currencies (or derivative contracts relating thereto), which for the avoidance of doubt may include loans, notes and other evidences of indebtedness; (vi) perform due diligence on prospective portfolio companiescompanies and investments; and (vivii) provide the Company Fund with such other investment advisory, research research, and related services as the Company Fund may, from time to time, reasonably require for the investment of its funds, including providing operating assistance to the Fund as required. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Company Fund to effectuate its investment decisions for the CompanyFund, including the execution and delivery of all documents relating to the Company’s Fund's investments and the placing of orders for other purchase or sale transactions on behalf of the CompanyFund, and the Fund's allocation of brokerage commissions. In the event that the Company Fund determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s Fund's behalf, subject to the oversight and approval of the Board. If it is necessary or appropriate for the Adviser to make investments on behalf of the Company Fund through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company Fund in any way or otherwise be deemed an agent of the CompanyFund.
(ed) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company Fund and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s Fund's portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company Fund are the property of the Company Fund and will surrender promptly to the Company Fund any such records upon the Company’s Fund's request, provided that the Adviser may retain a copy of such records.
e) The Adviser shall be primarily responsible for the execution of any trades in securities in the Fund's portfolio and the Fund's allocation of brokerage commissions.
Appears in 1 contract
Sources: Investment Advisory Agreement (Blue Owl Alternative Credit Fund)
Duties of the Adviser. (a) The Company hereby employs retains the Adviser to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the supervision of the Board of Directors of the Company (the “Board”), for the period and upon the terms herein set forth, forth (i) in accordance with the investment objective, policies and restrictions that are set forth in the Company’s registration statement under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form N-2 (File No. 333-148734) 10 initially filed by the Company with the Securities and Exchange Commission (“SEC”) on January 18or around April 10, 2008 2025 (as the same shall be amended from time to time, the “Registration StatementForm 10”); and (ii) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter certificate of formation and by-laws limited liability company agreement as the same shall be amended from time to time; and .
(iiib) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, identify and evaluate investment opportunities and negotiate the structure of the investments made by make investment decisions for the Company, including negotiating the terms of investments in, and dispositions of, portfolio securities and other instruments on the Company’s behalf; (iii) close and monitor the Company’s investments; (iv) determine the securities and other assets that the Company will shall purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; (vi) assist the Board with its valuation of the Company’s portfolio companies; (vii) direct investment professionals of the Adviser to provide managerial assistance to portfolio companies of the Company as requested by the Company, from time to time; (viii) exercise voting rights in respect of portfolio securities and other investments for the Company; and (viix) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Adviser will shall arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create create, or arrange for the creation of of, such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act)vehicle.
(bc) The Adviser hereby accepts such employment retention as investment adviser and agrees during the term hereof to render the services described herein for the compensation provided herein.
(cd) This Agreement is intended to create, and creates, a contractual relationship for services to be rendered by the Adviser acting in the ordinary course of its business and is not intended to create, and does not create, a partnership, joint venture or any like relationship among the parties hereto (or any other parties). The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(e) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act and the rules thereunder with respect to the Company’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company, and it shall surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.
(f) Subject to approval by the Board and the shareholders of the Company (“Shareholders”) to the extent required under the Investment Company Act, the Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(e) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.
Appears in 1 contract
Sources: Investment Advisory Agreement (Audax Private Credit Fund, LLC)
Duties of the Adviser. (a) The Company hereby employs retains the Adviser to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the supervision of the Board of Directors of the Company (the “Board”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Company’s registration statement under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form N-2 (File No. 333-148734) 10 initially filed on January 18February 11, 2008 2013 (as the same shall be amended from time to time, ) (the “Form 10”) prior to the filing by the Company of any registration statement under the Securities Act of 1933, as amended (the “Securities Act”), pertaining to an initial public offering (an “IPO”) by the Company (the “IPO Registration Statement”), and following the filing of the IPO Registration Statement in accordance with the investment objective, policies and restrictions that are set forth therein (as the same shall be amended from time to time); (ii) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws as the same shall be amended from time to time; and (iii) in accordance with the Investment Company ActAct and the applicable rules and regulations thereunder. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Company; (iii) close and monitor the Company’s investments; (iv) determine the securities and other assets that the Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; (vi) assist the Board with its valuation of the Company’s assets; (vii) direct investment professionals of the Adviser to provide managerial assistance to portfolio companies of the Company as requested by the Company, from time to time and (viviii) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire incur debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment retention as investment adviser and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) This Agreement is intended to create, and creates, a contractual relationship for services to be rendered by the Adviser acting in the ordinary course of its business and is not intended to create, and does not create, a partnership, joint venture or any like relationship among the parties hereto (or any other parties). The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(d) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act and the rules thereunder with respect to the Company’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.
(e) Subject to the prior approval by the Board and the stockholders of the Company to the extent required under the Investment Company Act, the Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(e) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.
Appears in 1 contract
Sources: Investment Advisory Agreement (Carlyle GMS Finance, Inc.)
Duties of the Adviser. Subject to the delegation of any of the following duties to one or more persons as permitted by Section 11 of this Agreement, the Adviser, at its own expense, shall render the following services to the Fund:
(a) The Company hereby employs the Adviser shall assume all investment duties and have full discretionary power and authority with respect to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the supervision of the Board of Directors of the Company (the “Board”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Company’s registration statement on Form N-2 (File No. 333-148734) initially filed on January 18, 2008 (as the same shall be amended from time to time, the “Registration Statement”); (ii) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws as the same shall be amended from time to time; and (iii) in accordance with the Investment Company ActFund. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject with respect to the provisions assets of this Agreement, the Fund: (i) determine obtain and evaluate such information and advice relating to the composition of the portfolio of the Companyeconomy, the nature securities markets, and timing of the changes therein securities and the manner of implementing such changesother investments as it deems necessary or useful to discharge its duties hereunder; (ii) identify, evaluate continuously invest Fund assets in a manner reasonably consistent with the directions and negotiate the structure of the investments made policies set from time to time by the CompanyBoard and any amendments thereto (“Board Policies”), the Organizational Documents, the Offering Documents, the Procedures (the Board Policies, the Organizational Documents, the Offering Documents, and the Procedures, collectively, the “Governing Documents”), and any other written guidelines or restrictions agreed to in writing by the Fund and the Adviser that are not inconsistent with the Governing Documents (the “Adviser Guidelines”), each as promptly provided to the Adviser by the Fund; (iii) close and monitor the Company’s investments; (iv) determine the securities and other investments to be purchased, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) consistent with the disclosure in the Offering Documents, invest all or a portion of the Fund’s assets that the Company will purchase, retain, or sellin unregistered investment funds (“Investment Funds”); (v) perform due diligence on prospective portfolio companiesto the extent applicable, vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with such proxy voting policies and procedures approved by the Board; (vi) promptly issue settlement instructions to custodians designated by the Fund, where applicable; (vii) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements, where applicable; and (viviii) provide take such further action, including, to the Company extent applicable, the placing of purchase and sale orders, selecting broker-dealers to execute, clear or settle such orders on behalf of the Fund, opening, maintaining and closing trading accounts in the name of the Fund, and executing for the Fund, as its agent and attorney-in-fact, standard dealer or institutional customer agreements with such other investment advisorybroker-dealers, research and related services each as the Company mayAdviser shall deem necessary or appropriate, from time in its sole discretion, to time, reasonably require for the investment of carry out its fundsduties under this Agreement. Subject to the supervision of the Board, the Adviser shall have the power full discretion and authority on behalf to enter into agreements with the Investment Funds to irrevocably forego the Fund’s right to vote its interests or shares of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale Investment Funds.
(b) In effecting transactions on behalf of the CompanyFund, to the extent that the Adviser uses a broker-dealer to effect a transaction, the Adviser’s primary consideration shall be to seek best execution, where applicable. In the event that the Company determines selecting broker-dealers to acquire debt financingexecute transactions (where applicable), the Adviser will arrange for such financing on may take the Company’s behalffollowing, subject to among other things, into consideration: the oversight best net price available; the reliability, integrity and approval financial condition of the Boardbroker-dealer; the size of and the difficulty in executing the order; and the full range of brokerage services offered by the broker-dealer. If it The execution price of a transaction may be less favorable than that available from another broker-dealer if the difference is necessary for reasonably justified by other aspects of the execution services offered. Consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) and applicable regulations and interpretations, the Adviser to make investments may allocate brokerage on behalf of the Company through Fund to a special purpose vehiclebroker-dealer who provide research services to the Fund and/or other accounts over which the Adviser or any of its affiliated persons exercise investment discretion. Subject to compliance with Section 28(e) and where applicable, the Adviser shall may cause the Fund to pay to a broker-dealer who provides research services a commission that exceeds the commission the Fund might have authority paid to create or arrange a different broker-dealer for the creation same transaction if the Adviser determines, in good faith, that such amount of commission is reasonable in relationship to the value of such special purpose vehicle and brokerage or research services provided viewed in terms of that particular transaction or the Adviser’s overall responsibilities to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).
(b) Fund or its other advisory clients. The Adviser hereby accepts may aggregate sales and purchase orders of the assets of the Fund, where applicable, with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliated persons. Whenever aggregating sales and purchase orders of the Fund with similar orders for other accounts advised by the Adviser or its affiliates, the orders shall be allocated as to price and amount among all such employment accounts in a manner believed to be equitable to the Fund and agrees during the term hereof to render the services described herein for the compensation provided hereinsuch other accounts.
(c) The Adviser is hereby authorized shall report to enter into one the Board at each meeting thereof as requested by the Board all material changes in the Fund since the prior report, and shall also keep the Board informed of important developments affecting the Fund and the Adviser, and on its own initiative, or more sub-advisory agreements as requested by the Board, shall furnish the Board from time to time with other investment advisers (each, a “Sub-Adviser”) pursuant to which such information as the Adviser may obtain believe appropriate for this purpose, whether concerning the services individual investments comprising the Fund’s portfolio, including but not limited to the investments in Investment Funds, the performance of the Sub-Adviser(s) Fund’s portfolio and the underlying Investment Funds, the investment strategies and holdings of the Investment Funds, or otherwise . The Adviser shall also furnish the Board with such available statistical and analytical information with respect to assist investments of the Fund, including but not limited to the underlying Investment Funds, as the Adviser in fulfilling its responsibilities hereundermay believe appropriate or as the Board reasonably may request. SpecificallyIn providing investment advisory services pursuant to this Agreement, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon shall comply with: (i) the CompanyBoard Policies, the Organizational Documents, the Fund’s objective, investment objective and policies, and workinvestment restrictions as set forth in the Offering Documents, along with the AdviserAdviser Guidelines, in structuringand the Procedures, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject each as promptly provided to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with Fund; (ii) the requirements 1940 Act; (iii) the Advisers Act; (iv) the Securities Act; (v) the 1934 Act; (vi) the Internal Revenue Code of the Investment Company Act 1986, as amended; and (vii) other applicable federal and state lawlaws.
(d) The Adviser shall for all purposes herein provided be deemed may from time to time employ, consult or associate with such persons as the Adviser believes to be an independent contractor andparticularly fitted to assist in the execution of the Adviser’s duties hereunder, except as expressly provided or authorized herein, shall have no authority the cost of performance of such duties to act for or represent be borne and paid by the Company Adviser. No obligation may be incurred on the Fund’s behalf in any way or otherwise be deemed an agent of the Companysuch respect.
(e) The Adviser shall keep report to the Board all matters related to the Adviser that are material to the Adviser’s performance of this Agreement. The Adviser shall notify the Fund as soon as reasonably practicable, and preserve where possible, in advance of any change of control of the Adviser and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Adviser.
(f) The Adviser shall maintain the Compliance Manual that includes policies and procedures relating to the services it provides to the Fund that are reasonably designed to prevent violations of the federal securities laws as defined in Rule 38a-1 under the 1940 Act (“Federal Securities Laws”) as they relate to the Fund, and shall appoint persons to administer the policies and procedures who have the requisite level of skill and competence required to effectively discharge the administration of such policies and procedures.
(g) The Adviser shall provide the Fund’s chief compliance officer (the “CCO”), upon reasonable request, with direct access to the Adviser’s chief compliance officer and, upon reasonable request, shall provide the CCO, at its own expense, with information the CCO reasonably believes is required to administer the Fund’s compliance program implemented pursuant to Rule 38a-1 under the 1940 Act including, without limitation: (i) periodic reports/certifications regarding the Adviser’s compliance with the Federal Securities Laws and the Adviser’s compliance program as set forth in the Compliance Manual; and (ii) special reports in the event of any Material Compliance Matter (as defined in Rule 38a-1 under the 1940 Act). Upon the written request of the Fund, the Adviser shall also permit the Fund or its representatives to examine the reports required to be made to the Adviser under the Code.
(h) The Adviser shall maintain, or cause to be maintained, records relating to its duties hereunder (including portfolio transactions and placing and allocation of brokerage orders) as are required to be maintained by the Fund under the 1940 Act. The Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form, for the period such periods and in such locations as may be required by applicable law, all documents and records relating to the Investment Company Act any services provided by the Adviser pursuant to this Agreement required to be prepared and maintained by the Adviser or the Fund pursuant to applicable law. To the extent required by applicable law, the books and records relevant pertaining to the provision of its investment advisory services to the Company and shall specifically maintain all books and records Fund which are in accordance with Section 31(a) possession of the Investment Company Act with respect to the Company’s portfolio transactions and Adviser shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are be the property of the Company Fund (the “Fund Records”). The Fund, or its representatives, shall have access to such books and will surrender records at all times during the Adviser’s normal business hours. Upon the reasonable request of the Fund, copies of any such books and records shall be provided promptly by the Adviser to the Company any Fund or its representatives.
(i) The Adviser shall cooperate with the Fund’s independent public accountants and shall take reasonable action to make all necessary information available to those accountants for the performance of the accountants’ duties.
(j) The Adviser shall provide the Fund’s custodian and fund accountant with such records upon information relating to all transactions concerning the CompanyFund’s requestassets and liabilities as the Fund’s custodian and fund accountant may reasonably require, including but not limited to information required to be provided that under the Fund’s Valuation and NAV Error Correction Procedures, provided, however, the Adviser shall not be deemed to be the pricing agent for the Fund.
(k) Except as permitted by the Procedures, the Adviser shall not disclose and shall treat confidentially all information specifically relating to the Fund’s investments including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other investments held by the Fund, and any and all trades effected for the Fund (including past, pending and proposed trades). The foregoing shall not in any way restrict the Adviser’s ability to disclose information relating to Fund assets to the extent that such assets are held in other accounts managed or advised by the Adviser.
(l) The Adviser shall, consistent with the Procedures: (i) cooperate with and provide reasonable assistance to the Fund’s administrator, custodian, fund accountant transfer agent and pricing agents and all other agents and representatives of the Fund; (ii) provide such persons with Fund data as they may retain a copy reasonably deem necessary to the performance of such recordstheir obligations to the Fund; and (iii) maintain any appropriate interfaces with each so as to promote the efficient exchange of information.
Appears in 1 contract
Sources: Investment Management Agreement (Forum CRE Income Fund)
Duties of the Adviser. (a) The Company hereby employs Adviser, at its expense, will furnish continuously an investment program for the Adviser to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets of the CompanyFund, will determine, subject to the overall supervision and review of the Board of Directors of the Company Fund (the “BoardDirectors”), for what investments shall be purchased, held, sold or exchanged by the period Fund and upon what portion, if any, of the terms herein set forthassets of the Fund will be held uninvested, (i) and shall, on behalf of the Fund, make changes in accordance the investments of the Fund, in each case consistent with the Fund’s investment objectiveobjectives, policies policies, and restrictions that are set forth as stated in the CompanyFund’s registration statement on Form N-2 current Prospectus and Statement of Additional Information (File Nocollectively, the “Offering Documents”). 333-148734) initially filed on January 18Subject always to the supervision of the Directors and to the provisions of the Fund’s Limited Liability Company Agreement, 2008 (as the same shall may be amended from time to timetime (the “LLC Agreement”) and of the 1940 Act, the Adviser will also manage, supervise and conduct the other affairs and business of the Fund and matters incidental thereto.
b) In furtherance of and subject to the foregoing, the Adviser will have full power and authority on behalf of the Fund, among other matters:
i) to purchase, sell, exchange, trade and otherwise deal in and with securities and other property of the Fund and to loan securities of the Fund;
ii) to do any and all acts and exercise all rights with respect to the Fund’s interest in any person, firm, corporation, partnership or other entity, including, without limitation, voting interests of the Portfolio Funds (as defined in the Offering Documents);
iii) to enter into agreements with the Portfolio Funds irrevocably to forego the Fund’s right to vote its interests or shares of the Portfolio Funds;
iv) to enter into agreements with the Portfolio Funds that provide for, among other things, the indemnification by the Fund of the Portfolio Funds and the portfolio managers of such Portfolio Funds, and to terminate such agreements;
v) to open, maintain and close accounts with brokers and dealers, to make all decisions relating to the manner, method and timing of securities and other investment transactions, to select and place orders with brokers, dealers or other financial intermediaries for the execution, clearance or settlement of any transactions on behalf of the Fund on such terms as the Adviser considers appropriate, and to grant limited discretionary authorization to such persons with respect to price, time and other terms of investment and trading transactions, subject to Paragraph 2(d);
vi) to borrow from banks or other financial institutions and to pledge the Fund’s assets as collateral therefor, to trade on margin, to exercise or refrain from exercising all rights regarding the Fund’s investments, and to instruct custodians regarding the settlement of transactions, the disbursement of payments to the Fund’s investors (the “Registration StatementInvestors”) with respect to repurchases of interests in the Fund (the “Interests”) and the payment of the Fund’s expenses;
vii) to call and conduct meetings of Investors at the Fund’s principal office or elsewhere as it may determine and to assist the Directors of the Fund in calling and conducting meetings of the Directors;
viii) to engage and terminate such attorneys, accountants and other professional advisors and consultants as the Adviser may deem necessary or advisable in connection with the affairs of the Fund or as may be directed by the Directors;
ix) to engage and terminate the services of persons (other than sub-advisers, the engagement of which shall be subject to Paragraph 2(d)) to assist the Adviser in providing, or to provide under the Adviser’s control and supervision, advice and management to the Fund at the expense of the Adviser;
x) as directed by the Directors, to commence, defend and conclude any action, suit, investigation or other proceeding that pertains to the Fund or any assets of the Fund;
xi) to execute, deliver and perform such contracts, agreements and other undertakings, and to engage in such activities and transactions as are, in the opinion of the Adviser, necessary and appropriate for the conduct of the business of the Fund without the act, vote or approval of any Investor or other person;
xii) to obtain, on a quarterly basis, the net asset value of each Portfolio Fund and a copy of each Portfolio Fund’s most recent financial report, and to report thereon to the Directors;
xiii) to (A) prepare Investor communications, including performance reports and investment commentary, and (B) provide data for financial and other reporting purposes; and
xiv) to support Fund Investor services and review the activities of third-party service providers.
c) It is anticipated that the Fund will be structured as a “master-feeder” structure, whereby the Fund will invest substantially all of its assets in the SCS Hedged Opportunities Master Fund, LLC, a Delaware limited liability company (the “Master Fund”); . Accordingly, the Adviser will carry out its duties with respect to the Fund’s investment program by (i) causing the Fund to invest substantially all of its assets in the Master Fund and (ii) furnishing an investment program, as set forth in accordance Section 2(a) above, primarily with all respect to the Master Fund.
d) In carrying out its responsibilities hereunder, the Adviser may employ, retain or otherwise avail itself of the services of other applicable federal and state lawspersons or entities including, rules and regulationswithout limitation, and affiliates of the Company’s charter and by-laws Adviser, on such terms as the same Adviser shall determine to be amended from time to time; and (iii) in accordance with the Investment Company Actnecessary, desirable or appropriate. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions requirements of this Agreement, (i) determine the composition Section 15 of the 1940 Act, the Adviser may retain one or more sub-advisers to manage all or a portion of the investment portfolio of the CompanyFund, at the nature Adviser’s own cost and timing expense. Retention of one or more sub-advisers, or the employment or retention of other persons or entities to perform services, shall in no way reduce the responsibilities or obligations of the changes therein Adviser under this Agreement and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Company; (iii) close and monitor the Company’s investments; (iv) determine the securities and other assets that the Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have be responsible for all acts and omissions of such sub-advisers, or other persons or entities, in connection with the power and authority on behalf performance of the Company Adviser’s duties hereunder.
e) The Adviser, in its discretion, may use brokers who provide the Fund with research, analysis, advice and similar services to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale execute portfolio transactions on behalf of the Company. In the event that the Company determines to acquire debt financingFund, and the Adviser will arrange may pay to those brokers in return for such financing on the Company’s behalfbrokerage and research services a higher commission than may be charged by other brokers, subject to the oversight and approval Adviser’s good faith determination that such commission is reasonable in terms either of the Board. If it is necessary for particular transaction or of the overall responsibility of the Adviser to make investments the Fund and its other clients and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term. Whenever the Adviser simultaneously places orders to purchase or sell the same security on behalf of the Company through Fund and one or more other accounts advised by the Adviser, such orders will be allocated as to price and amount among all such accounts in a special purpose vehicle, manner believed to be equitable to each account. The Fund recognizes that in some cases this procedure may adversely affect the Adviser shall have authority to create or arrange results obtained for the creation of such special purpose vehicle Fund.
f) The Adviser, and any affiliates thereof, shall be free to render similar services to other investment companies and other clients and to make such investments through such special purpose vehicle (engage in accordance with other activities, so long as the Investment Company Act)services rendered hereunder are not impaired.
(bg) The Adviser hereby accepts such employment shall provide, without cost to the Fund, all necessary office space and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of executive personnel for administering the Sub-Adviser(saffairs of the Fund, excepting those services to be provided by the Fund’s administrator pursuant to an administration agreement with such entity.
h) to assist The Fund shall bear the expenses of its operations, other than expenses specifically assumed by the Adviser in fulfilling its responsibilities hereunderand other service providers pursuant to their agreements with the Fund. SpecificallyExpenses to be borne by the Fund will include, but are not limited to, the Adviser may retain a Subfollowing:
i) all costs and expenses of the Fund’s initial offering and organization;
ii) all investment-Adviser related expenses (including, but not limited to, fees paid directly or indirectly to recommend specific Portfolio Funds, investment-related interest expenses, all costs and expenses directly related to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in Portfolio Funds, all costs and expenses associated with retaining independent third parties to provide risk management services to the Fund, transfer taxes and premiums and taxes withheld on foreign dividends);
iii) all costs and expenses directly related to portfolio transactions and positions for the Fund’s account, including, but not limited to, brokerage commissions, interest and commitment fees on loans and debit balances, borrowing charges on securities or other investments based upon the Company’s investment objective sold short, dividends on securities sold short but not yet purchased, custodial fees, shareholder servicing fees, margin fees, transfer taxes and policiespremiums and taxes withheld on foreign dividends, and workexpenses from investments in Portfolio Funds;
iv) all non-investment related interest expenses;
v) all the fees and disbursements of any attorneys, along with the Adviseraccountants, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments auditors and monitoring investments other consultants and professionals engaged on behalf of the CompanyFund;
vi) all entity-level taxes;
vii) all audit and tax preparation fees and expenses;
viii) all costs and expenses associated with the ongoing operation and registration of the Fund, subject regulatory filings and the costs of compliance with any applicable Federal or state laws;
ix) the costs and expenses of holding any meetings of any Investors that are regularly scheduled, permitted or required to be held under the oversight terms of the Fund’s LLC Agreement, the 1940 Act or other applicable law;
x) all fees and travel-related expenses of the Board who are not employees of the Adviser or any affiliate of the Adviser;
xi) a portion of the costs, as determined by the Directors of the Fund, of a fidelity bond and any liability or other insurance obtained on behalf of the Company. The Company shall be responsible Fund, the Adviser or the Fund’s respective officers and Directors;
xii) all costs and expenses of preparing, setting in type, printing and distributing reports and other communications to Investors;
xiii) all expenses of computing the Fund’s net asset value, including any equipment or services obtained for the purpose of valuing the Fund’s investment portfolio, including appraisal and valuation services provided by third parties;
xiv) all charges for equipment or services used for communications between the Fund and any compensation payable custodian, or other agent engaged by the Fund;
xv) the fees and expenses of custodians, escrow agents, administrators, investor servicing agents, transfer agents and other persons providing administrative services to any Sub-Adviser. Any sub-advisory agreement entered into the Fund;
xvi) all extraordinary expenses; and
xvii) other expenses not specifically assumed by the Adviser shall be in accordance and other service providers pursuant to their agreements with the requirements of Fund, including such other types as may be approved from time to time by the Investment Company Act and other applicable federal and state law.
(d) Fund’s Directors. The Adviser shall be entitled to reimbursement from the Fund for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(e) The Adviser shall keep and preserve for the period required above expenses paid by the Investment Company Act any books and records relevant Adviser from time to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) time on behalf of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such recordsFund.
Appears in 1 contract
Sources: Investment Advisory Agreement (SCS Hedged Opportunities (1099) Fund, LLC)
Duties of the Adviser. (a) The Company hereby employs the Adviser to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the supervision of the Board of Directors of the Company (the “Board”Board ), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Company’s Company s reports and/or registration statement on Form N-2 statements that the Company files with the Securities and Exchange Commission (File No. 333-148734the SEC ) initially filed on January 18, 2008 (as the same shall be amended from time to time, the “Registration Statement”); (ii) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s Company s charter and by-laws as the same shall be amended from time to time; and (iii) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Company; (iii) close and monitor the Company’s Company s investments; (iv) determine the securities and other assets that the Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s Company s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s Company s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”Adviser ) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s Company s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(e) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s Company s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s Company s request, provided that the Adviser may retain a copy of such records.
Appears in 1 contract
Sources: Investment Advisory Agreement (Yukon New Parent, Inc.)
Duties of the Adviser. (a) The Company hereby employs the Adviser to act as the investment adviser Subject to the Company overall supervision and to manage the investment and reinvestment of the assets of the Company, subject to the supervision review of the Board of Directors of the Company (the “Board”), the Adviser will regularly provide the Company with investment research, advice and supervision and will furnish continuously an investment program for the period and upon the terms herein set forthCompany, (i) in accordance consistent with the investment objectiveobjective and policies of the Company, policies and restrictions that are set forth in as to the securities portfolio of the Company. The Adviser will determine from time to time what securities shall be purchased for the Company, what securities shall be held or sold by the Company, subject always to the provisions of the Company’s registration statement on Form N-2 (File No. 333-148734) initially filed on January 18Articles of Incorporation, 2008 (Bylaws, and to the investment objectives of the Company, as each of the same shall be amended from time to time, the “Registration Statement”); (ii) time in accordance with all other applicable federal and state laws, rules and regulationseffect, and the Company’s charter subject, further, to such policies and by-laws instructions as the same shall be amended Board may from time to time; time establish. To carry out such determinations, the Adviser will exercise full discretion and (iii) act for the Company in accordance the same manner and with the Investment same force and effect as the Company Actitself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the securities portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the securities investments made by the Company; (iii) perform due diligence on prospective securities; (iv) close and monitor the Company’s investments; (iv) determine the securities and other assets that the Company will purchase, retain, or sellsecurities; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(e) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.
Appears in 1 contract
Sources: Investment Advisory Agreement (MacKenzie Realty Capital, Inc.)
Duties of the Adviser. (a) The Company hereby employs the Adviser to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the supervision of the Board of Directors of the Company (the “Board”), for the period and upon the terms herein set forth, (ix) in accordance with the investment objective, policies and restrictions that are set forth in the Company’s registration statement on Form N-2 (File No. 333-148734) initially filed on January 18, 2008 (as the same shall be amended from time to time, the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “SEC”); (iiy) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter as may be amended from time to time (the “Charter”) and by-laws as the same shall be amended from time to time; and (iiiz) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, : (i) determine the composition and allocation of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Company; (iii) close execute, close, service and monitor the Company’s investments; (iv) determine the securities securities, loans and other assets that the Company will purchase, retain, or sell; (v) use reasonable endeavors to ensure that the Company’s investments consist mainly of shares, securities, loans or currencies (or derivative contracts relating thereto), which for the avoidance of doubt may include notes and other evidences of indebtedness (whether or not such investment are securities as defined under the Securities Act); (vi) perform due diligence on prospective portfolio companies; and (vivii) provide the Company with such other investment advisory, research research, and related services as the Company may, from time to time, reasonably require for the investment of its funds, including providing operating and managerial assistance to the Company and its portfolio companies as required. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary or appropriate for the Adviser to make investments on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(ed) The Subject to review by, and the overall control of, the Board, the Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably requestrequest or as may be required under applicable federal and state law, and shall make such records available for inspection by the Board and its authorized agents, at any time and from time to time during normal business hours. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s requestrequest and termination of this Agreement pursuant to Section 10, provided that the Adviser may retain a copy of such records.
e) The Adviser shall be primarily responsible for the execution of any trades in securities or loans in the Company’s portfolio and the Company’s allocation of brokerage commissions .
f) The Adviser shall, upon request by an official or agency administering the securities laws of a state (a “State Administrator”), submit to such State Administrator the reports and statements required to be distributed to the Company’s stockholders pursuant to this Agreement, any registration statement filed with the SEC and applicable federal and state law.
g) The Adviser has a fiduciary responsibility and duty to the Company and the Company’s stockholders for the safekeeping and use of all the funds and assets of the Company, whether or not in the Adviser’s immediate possession or control. The Adviser shall not employ, or permit another to employ, such funds or assets except for the exclusive benefit of the Company. The Adviser shall not, by entry into an agreement with any stockholder of the Company or otherwise, contract away the fiduciary obligation owed to the Company and the Company’s stockholders under common law.
Appears in 1 contract
Sources: Investment Advisory Agreement (Owl Rock Core Income Corp.)
Duties of the Adviser. (a) The Company hereby employs Adviser will be responsible for managing the Adviser to act as relationship with Chinese regulatory authorities, including the investment adviser to Securities & Futures Commission of Hong Kong, the Company China Securities Regulatory Commission and to manage State Administration of Foreign Exchange. In this regard, among other things necessary and appropriate for the investment and reinvestment operation of the assets of Funds, Adviser shall be responsible for securing QFII and RQFII allocations for the CompanyFunds and additional quotas as needed on a timely basis.
(b) In addition, subject to supervision and oversight of the supervision of Manager and the Board of Directors of the Company Trustees (the “Board”), for the period Adviser shall manage all of the securities and upon other assets of the terms herein set forthFunds (the “Assets”), (i) including the purchase, retention and disposition of the Assets, in accordance with the Funds’ respective investment objectiveobjectives, policies and restrictions that are set forth as stated in each Fund’s prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the Company“Prospectus”), and subject to the following:
(i) The Adviser shall determine from time to time what Assets will be purchased, retained or sold by the Funds, and what portion of the Assets will be invested or held uninvested in cash.
(ii) In the performance of its duties and obligations under this Agreement, the Adviser shall act in conformity with the Trust’s registration statement on Form N-2 (File No. 333-148734) initially filed on January 18, 2008 Declaration of Trust (as the same shall defined herein), and By-Laws, each as may be modified, amended or supplemented from time to time, the “Registration Statement”); (ii) in accordance with all other applicable federal Prospectus, the instructions and state laws, rules and regulations, and the Company’s charter and by-laws as the same shall be amended from time to time; and (iii) in accordance with the Investment Company Act. Without limiting the generality directions of the foregoing, the Adviser shall, during the term Manager and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Company; (iii) close and monitor the Company’s investments; (iv) determine the securities and other assets that the Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power then-current terms and authority on behalf conditions of the Company to effectuate its investment decisions for the Company, including the execution exemptive and delivery of all documents relating no-action relief granted to the Company’s investments Trust, and the placing Trust’s policies and procedures. The Manager undertakes to provide the Adviser with copies or other written notice of orders for other purchase any amendments, modifications or sale transactions on behalf of the Companysupplements to any such above-mentioned documents. In the event that the Company determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight performance of its duties and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Company through a special purpose vehicleobligations under this Agreement, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (also comply in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance all material respects with the requirements of the Investment Company Act of 1940 (the “1940 Act”), the Advisers Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state lawlaws and regulations and Chinese laws and regulations, as each is amended from time to time.
(diii) The Adviser shall for all purposes herein provided be deemed determine the Assets to be an independent contractor andpurchased or sold by the Funds as provided in subparagraph (i) and will place orders with or through such persons, except brokers or dealers chosen by the Adviser to carry out the policy with respect to brokerage as expressly provided the Board or authorized hereinthe Manager may direct in writing from time to time, shall have no authority to act for or represent in conformity with all federal securities laws and applicable Chinese laws and regulations. The Adviser may open and maintain brokerage accounts of all types of behalf of and in the Company in any way or otherwise be deemed an agent name of the CompanyFunds. The Adviser may enter into standard customer agreements with brokers and direct payments of cash, cash equivalents and securities and other property into such brokerage accounts as the Adviser deems desirable and appropriate. Subject to the obtaining the best price and execution reasonably available and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Adviser is authorized to cause a Fund to pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Adviser has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to such Fund and to other funds or clients for which the Adviser exercises investment discretion. The Adviser is authorized to direct portfolio transactions to a broker that is an affiliated person of the Manager, Adviser or a Fund in accordance with such standards and procedures as may be approved by the Board in accordance with Rule 17e-1 under the 1940 Act, or other rules promulgated by the Securities and Exchange Commission (the “SEC”). The Adviser shall not divert any Fund’s portfolio securities transactions to a broker or dealer in consideration of such broker or dealer’s promotion or sales of shares of the Fund, any other series of the Trust, or any other registered investment company. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund(s) as well as other clients of the Adviser, the Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a fair and reasonable result and efficient execution. Allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner which the Adviser considers to be the most equitable and consistent with its fiduciary obligations to each Fund and to its other clients over time. The Manager agrees that the Adviser and its affiliates may give advice and take action in the performance of their duties with respect to any of their other clients that may differ from advice given, or the timing or nature of actions take, with respect to the relevant Fund. The Manager also acknowledges that the Adviser and its affiliates are fiduciaries to other entities, some of which have the same or similar investment objectives (and will hold the same or similar investments) as the Fund(s), and that the Adviser will carry out its duties hereunder together with its duties under such relationships.
(eiv) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to transactions involving the Company’s portfolio transactions Assets required by Rule 31a-1 under the 1940 Act and preserve such records for the periods prescribed by Rule 31a-2 under the 1940 Act. The Adviser shall render timely furnish to the Board such periodic Manager all information needed by the Manager to keep the other books and special reports as records of the Board may reasonably requestFund required by Rule 31a-1 under the 1940 Act. The Adviser agrees that all records that it maintains for the Company on behalf of a Fund are the property of the Company Fund and the Adviser will surrender promptly to the Company Fund any of such records upon the CompanyFund’s request; provided, provided however, that the Adviser may retain a copy of such records.
(v) The Adviser shall provide the relevant Fund’s custodian on each business day with information relating to all transactions concerning the Assets and shall provide the Manager with such information upon request of the Manager and shall otherwise cooperate with and provide reasonable assistance to the Manager, the Trust’s administrator, the Trust’s custodian and foreign custodians, the Trust’s transfer agent and pricing agents and all other agents and representatives of the Trust. The Adviser shall not hold, or have custody of, any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser. The Adviser will also provide the Manager with such compliance reports and certifications relating to its duties under this Agreement and the federal securities laws or Chinese laws or regulations as may be reasonably requested.
(vi) To the extent applicable to China A Shares, the Adviser shall, unless and until otherwise directed by the Manager or the Board and consistent with the best interests of each Fund, be responsible for exercising (or not exercising in its discretion) all rights of security holders with respect to securities held by each Fund, including but not limited to: reviewing proxy solicitation materials, voting and handling proxies and converting, tendering exchanging or redeeming securities. The Adviser shall report to the Manager in a timely manner a record of all proxies voted, in such form and format that complies with acceptable federal statutes and regulations (e.g., requirements of Form N-PX), including a record of all proxies not voted and/or voted inconsistently with Adviser’s proxy voting guidelines. The Adviser shall certify at least annually or more often as may reasonably be requested by the Manager, as to the compliance of its proxy voting policies and procedures with applicable federal statutes and regulations.
(vii) The Adviser shall maintain books and records with respect to the Funds’ investment transactions and keep the Manager fully informed on an ongoing basis of all material facts concerning the Adviser and its key investment personnel providing services to the Funds. The Adviser shall furnish to the Manager or the Board regular, periodic and special reports, balance sheets or financial information, and such other information with regard to its affairs as the Manager or Board may reasonably request; and the Adviser will attend meetings with the Manager and/or the Board, as reasonably requested, to discuss the foregoing. Upon the request of the Manager, the Adviser shall also furnish to the Manager any other information relating to the Assets that is required to be filed by the Manager or the Trust with the SEC or sent to shareholders under the 1940 Act (including the rules adopted thereunder) or any exemptive or other relief from the SEC on which the Manager, the Trust or a Fund relies.
(viii) The Adviser shall monitor the Assets owned by the Fund(s) and, in accordance with procedures established by the Board, as amended from time to time, and in conjunction with the Manager, promptly notify the Manager and the Trust’s Fund Accounting Agent of Assets that the Adviser believes should be fair valued in accordance with the Trust’s Valuation Procedures. The Adviser will provide reasonable assistance in determining the fair value of the Assets, as necessary, and use reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Adviser for which market prices are not readily available, it being understood that the Adviser will not be responsible for determining the value of any such security.
Appears in 1 contract
Duties of the Adviser. (a) The Company Corporation hereby employs the Adviser to act as the investment adviser to the Company Corporation and to manage the investment and reinvestment of the assets of the CompanyCorporation, subject to the supervision of the Board of Directors of the Company Corporation (the “"Board”"), for the period and upon the terms herein set forth, ,
(i) in accordance with the investment objectiveobjectives, policies and restrictions that are set forth in the Company’s registration statement Corporation's Registration Statement on Form N-2 N-2, filed with the Securities and Exchange Commission (File No. 333-148734the "SEC") initially filed on January 18April 21, 2008 (2004, as the same shall be amended from time to timetime (as amended, the “"Registration Statement”"); ,
(ii) in accordance with the Investment Company Act and
(iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s Corporation's charter and by-laws as the same shall be amended from time to time; and (iii) in accordance with the Investment Company Actlaws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, ,
(i) determine the composition of the portfolio of the CompanyCorporation, the nature and timing of the changes therein and the manner of implementing such changes; ;
(ii) identify, evaluate and negotiate the structure of the investments made by the Company; Corporation;
(iii) close and monitor the Company’s Corporation's investments; ;
(iv) determine the securities and other assets that the Company Corporation will purchase, retain, or sell; ;
(v) perform due diligence on prospective portfolio companies; and and
(vi) provide the Company Corporation with such other investment advisory, research and related services as the Company Corporation may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the The Adviser shall have the power and authority on behalf of the Company Corporation to effectuate its investment decisions for the CompanyCorporation, including the execution and delivery of all documents relating to the Company’s Corporation's investments and the placing of orders for other purchase or sale transactions on behalf of the CompanyCorporation. In the event that the Company Corporation determines to acquire incur debt financing, the Adviser will arrange for such financing on the Company’s Corporation's behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Company Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Subject to the requirements of the Investment Company Act, the Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “"Sub-Adviser”") pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunderproviding the investment advisory services required to be provided by the Adviser under Section 1(a) of this Agreement. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s Corporation's investment objective objectives and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the CompanyCorporation, subject to the oversight of the Adviser and the CompanyCorporation. The Company Adviser, and not the Corporation, shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law. Nothing in this subsection (c) will obligate the Adviser to pay any expenses that are the expenses of the Corporation under Section 2.
(d) The Adviser Adviser, and any Sub-Adviser, shall for all purposes herein provided each be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company Corporation in any way or otherwise be deemed an agent of the CompanyCorporation.
(e) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company Corporation and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s Corporation's portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company Corporation are the property of the Company Corporation and will surrender promptly to the Company Corporation any such records upon the Company’s Corporation's request, provided that the Adviser may retain a copy of such records.
Appears in 1 contract
Sources: Investment Advisory and Management Agreement (Ares Capital Corp)
Duties of the Adviser. (a) The Company hereby employs the Adviser to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the supervision of the Board of Directors of the Company (the “Board”)Company, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Company’s registration statement Annual Reports on Form N-2 (File No. 33310-148734) initially K, filed on January 18with the Securities and Exchange Commission from year to year, 2008 (as pursuant to Section 13 of the same shall be amended from time to time, the “Registration Statement”); Securities and Exchange Act of 1934 and (ii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws as the same shall be amended from time to time; and (iii) in accordance with the Investment Company Actlaws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Company; (iii) close and monitor the Company’s investments; (iv) determine the real property, securities and other assets that the Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).,
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company Adviser, and not the Company, shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(e) The Adviser shall keep and preserve for the a reasonable period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Company’s Board of Directors such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.
(f) The Adviser has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Federal Securities laws by the Adviser. The Adviser has provided the Company, and shall provide the Company at such times in the future as the Company shall reasonably request, with a copy of such policies and procedures.
Appears in 1 contract
Sources: Investment Advisory Agreement (Gladstone Commercial Corp)
Duties of the Adviser. (a) The Company hereby employs retains the Adviser to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the supervision of the Board of Directors of the Company (the “Board”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Company’s registration statement under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form N-2 (File No. 333-148734) 10 initially filed on January 18May 24, 2008 2013 (as the same shall be amended from time to time, ) (the “Registration StatementForm 10”); (ii) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws as the same shall be amended from time to time; and (iii) in accordance with the Investment Company ActAct and the applicable rules and regulations thereunder. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Company; (iii) close and monitor the Company’s investments; (iv) determine the securities and other assets that the Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; (vi) assist the Board with its valuation of the Company’s assets; (vii) direct investment professionals of the Adviser to provide managerial assistance to portfolio companies of the Company as requested by the Company, from time to time and (viviii) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire incur debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment retention as investment adviser and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) This Agreement is intended to create, and creates, a contractual relationship for services to be rendered by the Adviser acting in the ordinary course of its business and is not intended to create, and does not create, a partnership, joint venture or any like relationship among the parties hereto (or any other parties). The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(d) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act and the rules thereunder with respect to the Company’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.
(e) Subject to the prior approval by the Board and the stockholders of the Company to the extent required under the Investment Company Act, the Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(e) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.
Appears in 1 contract
Sources: Investment Advisory Agreement (NF Investment Corp.)
Duties of the Adviser. (a) The Company hereby employs the Adviser to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the supervision of the Board of Directors of the Company Company, (the “Board”), ) for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Company’s registration statement Registration Statement on Form N-2 (File No. 333-148734) initially N-2, as filed with the Securities and Exchange Commission on January 18October 16, 2008 (2007, and as the same shall be amended from time to timetime (as amended, the “Registration Statement”); (ii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws as the same shall be amended from time to timelaws; and (iii) in accordance with the Investment Company Act, subsequent to the time the Company becomes a BDC. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, Agreement (iA) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (iiB) identify, evaluate and negotiate the structure of the investments made by the Company; (iiiC) close close, monitor and monitor service the Company’s investments; (ivD) determine the securities and other assets that the Company will shall purchase, retain, or sell; (vE) perform due diligence on prospective portfolio companies; and (viF) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the The Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Adviser will shall arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Company’s Board. If it is necessary for the Adviser to make investments on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Adviser and not the Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.
(d) The Adviser shall shall, for all purposes herein provided provided, be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(e) The Subject to review by and the overall control of the Board of the Company, the Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Company’s Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will shall surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.
Appears in 1 contract
Sources: Investment Advisory Agreement (Fifth Street Finance Corp)
Duties of the Adviser. (a) The Company hereby employs the Adviser shall continue to act as the investment adviser have responsibility for all services to be provided to the Company Funds as defined in the Advisory Agreement and to manage shall oversee and review the investment and reinvestment Sub-Adviser’s performance of its duties under this Agreement; provided, however, that in connection with its management of the assets of the CompanyFunds, subject nothing herein shall be construed to relieve the supervision Sub-Adviser of responsibility for compliance with the Registration Statement of the Board of Directors Funds, the written instructions and directions of the Company Board, the requirements of the 1940 Act, the U.S. Internal Revenue Code of 1986, as amended (the “BoardCode”), for the period and upon the terms herein set forthall other applicable federal laws and regulations, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Company’s registration statement on Form N-2 (File No. 333-148734) initially filed on January 18, 2008 (as the same shall be each is amended from time to time, the “Registration Statement”); (ii) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws as the same shall be amended from time to time; and (iii) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Company; (iii) close and monitor the Company’s investments; (iv) determine the securities and other assets that the Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment and agrees during has furnished the term hereof to render Sub-Adviser with copies of each of the services described herein for the compensation provided herein.following documents:
(c1) The Adviser is hereby authorized Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to enter into one or more subtime, herein called the “Declaration of Trust”);
2) Amended and Restated By-advisory agreements with other investment advisers Laws of the Trust (eachsuch By-Laws, a as in effect on the date of this Agreement and as amended from time to time, are herein called the “SubBy-AdviserLaws”);
3) pursuant Registration Statement of the Funds, as amended from time to which time;
4) Resolutions of the Adviser may obtain Board approving the services engagement of the Sub-Adviser(sAdviser as a sub-adviser to the Funds;
5) Resolutions and policies and procedures adopted by the Board with respect to assist the assets of the Funds to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder;
6) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and
7) The terms and conditions of exemptive and no-action relief granted to the Trust, as amended from time to time. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds to use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or a Fund is limited to information disclosed in fulfilling its responsibilities hereunder. Specifically, materials provided by the Adviser may retain a Sub-Adviser to recommend specific securities the Adviser in writing specifically for use in the Fund’s Registration Statement, as amended or other investments based upon supplemented from time to time, or in Fund shareholder reports or proxy statements and the Company’s investment objective and policiesinformation is used (i) as required by applicable law, and work, along with the Adviserrule or regulation, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf Registration Statement of the Company, subject to Funds or in Fund shareholder reports or proxy statements; or (ii) as may be otherwise specifically approved in writing by the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state lawprior to use.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(e) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Ultimus Managers Trust)
Duties of the Adviser. (a) The Company Corporation hereby employs the Adviser to act as the investment adviser to the Company Corporation and to manage the investment and reinvestment of the assets of the CompanyCorporation, subject to the supervision of the Board of Directors of the Company (the “Board”)Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objectiveobjectives, policies and restrictions that are set forth in the CompanyCorporation’s registration statement Registration Statement on Form N-2 (File No. 333-148734) initially filed on January 18N-2, 2008 (dated ___, 2006, as the same shall be amended from time to timetime (as amended, the “Registration Statement”); , (ii) in accordance with the Investment Company Act, subsequent to the time that the Corporation becomes a business development company, and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the CompanyCorporation’s charter and by-laws as the same shall be amended from time to time; and (iii) in accordance with the Investment Company Actlaws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the CompanyCorporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the CompanyCorporation; (iii) close close, monitor and monitor service the CompanyCorporation’s investments; (iv) determine the securities and other assets that the Company Corporation will purchase, retain, or sell; and (v) perform due diligence on prospective portfolio companies; and (vi) provide the Company Corporation with such other investment advisory, research and related services as the Company Corporation may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the The Adviser shall have the power and authority on behalf of the Company Corporation to effectuate its investment decisions for the CompanyCorporation, including the execution and delivery of all documents relating to the CompanyCorporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the CompanyCorporation. In the event that the Company Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the CompanyCorporation’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf Corporation’s Board of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act)Directors.
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the CompanyCorporation’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the CompanyCorporation, subject to the oversight of the Adviser and the CompanyCorporation. The Company Adviser or Pacesetter Management, LLC, the managing member of the Adviser, and not the Corporation, shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state lawlaws.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company Corporation in any way or otherwise be deemed an agent of the CompanyCorporation.
(e) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company Corporation and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the CompanyCorporation’s portfolio transactions and shall render to the Corporation’s Board of Directors such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company Corporation are the property of the Company Corporation and will surrender promptly to the Company Corporation any such records upon the CompanyCorporation’s request, provided that the Adviser may retain a copy of such records.
Appears in 1 contract
Sources: Investment Advisory Agreement (Pacesetter Capital Corp.)
Duties of the Adviser. (a) The Company Corporation hereby employs engages the Adviser to act as the investment adviser to the Company Corporation and to manage the investment and reinvestment of the assets of the CompanyCorporation, subject to the supervision of the Board of Directors of the Company (the “Board”)Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Company’s registration statement Corporation's Registration Statement on Form N-2 (File No. 333-148734) initially filed on January 18N-2, 2008 (dated April __, 2004, as the same shall be amended from time to timetime (as amended, the “"Registration Statement”"); , (ii) in accordance with the Investment Company Act and (iii) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s Corporation's charter and by-laws as the same shall be amended from time to time; and (iii) in accordance with the Investment Company Actlaws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the CompanyCorporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the CompanyCorporation; (iii) close and monitor the Company’s Corporation's investments; (iv) determine the securities and other assets that the Company Corporation will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) arrange for, structure and negotiate financing for the Corporation (including collateralized debt obligation transactions and securitizations); and (vii) provide the Company Corporation with such other investment advisory, research and related services as the Company Corporation may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the The Adviser shall have the power and authority on behalf of the Company Corporation to effectuate its investment decisions for the CompanyCorporation, including the execution and delivery of all documents relating to the Company’s Corporation's investments and the placing of orders for other purchase or sale transactions on behalf of the CompanyCorporation. In the event that the Company Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s Corporation's behalf, subject to the oversight and approval of the BoardCorporation's Board of Directors. If it is necessary for the Adviser to make investments or arrange financing on behalf of the Company Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments or arrange such financing through such special purpose vehicle (in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment engagement and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Subject to the requirements of the Investment Company Act, the Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “"Sub-Adviser”") pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s Corporation's investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the CompanyCorporation, subject to the oversight of the Adviser and the CompanyCorporation. The Company Adviser, and not the Corporation, shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company Corporation in any way or otherwise be deemed an agent of the CompanyCorporation.
(e) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company Corporation and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s Corporation's portfolio transactions and shall render to the Corporation's Board of Directors such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company Corporation are the property of the Company Corporation and will surrender promptly to the Company Corporation any such records upon the Company’s Corporation's request, provided that the Adviser may retain a copy of such records.
Appears in 1 contract
Sources: Investment Advisory Management Agreement (Porticoes Capital Corp)
Duties of the Adviser. (a) The Company Fund hereby employs the Adviser to act as the investment adviser to the Company Fund and to manage the investment and reinvestment of the assets of the CompanyFund, subject to the supervision of the Board Fund’s board of Directors of the Company trustees (the “BoardBoard of Trustees”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the CompanyFund’s registration statement Registration Statement on Form N-2 (File No. 333-148734) initially filed on January 18N-2, 2008 (as the same shall be amended from time to timetime (as amended, the “Registration Statement”); , (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement, in accordance with all other applicable federal and state laws, rules and regulations, and the CompanyFund’s charter and by-laws as the same shall be amended from time to time; and (iii) in accordance with the Investment Company Actlaws. Without limiting the generality of the foregoing, the Adviser shallhereby undertakes and agrees, during upon the term terms and subject conditions herein set forth, to provide overall investment advisory services for the provisions of this AgreementFund and in connection therewith to, in accordance with the Fund’s investment objective, policies and restrictions as in effect from time to time:
(i) determine determining the composition of the portfolio of the CompanyFund’s portfolio, the nature and timing of the changes therein to the Fund’s portfolio and the manner of implementing such changes; changes in accordance with the Fund’s investment objective, policies and restrictions;
(ii) identifyidentifying investment opportunities and making investment decisions for the Fund, evaluate including negotiating the terms of investments in, and negotiate dispositions of, portfolio securities and other instruments on the structure of the investments made by the Company; Fund’s behalf;
(iii) close and monitor monitoring the CompanyFund’s investments; ;
(iv) determine the securities and other assets that the Company will purchase, retain, or sell; (v) perform performing due diligence on prospective portfolio companies; ;
(v) exercising voting rights in respect of portfolio securities and other investments for the Fund;
(vi) provide serving on, and exercising observer rights for, boards of directors and similar committees of the Company Fund’s portfolio companies;
(vii) negotiating, obtaining and managing financing facilities and other forms of leverage; and
(viii) providing the Fund with such other investment advisory, research advisory and related services as the Company Fund may, from time to time, reasonably require for the investment of its funds. Subject to capital, which may include, without limitation: A. making, in consultation with the supervision Board of the BoardTrustees, the Adviser shall have the power and authority on behalf of the Company to effectuate its investment strategy decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(e) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.Fund;
Appears in 1 contract
Sources: Investment Management Agreement (AG Twin Brook Capital Income Fund)
Duties of the Adviser. (a) The Company hereby employs retains the Adviser to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the supervision of the Board of Directors of the Company (the “Board”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Company’s registration statement on Form N-2 (File No. 333-148734194516) initially filed on January 18March 12, 2008 2014 (as the same shall be amended from time to time, the “Registration Statement”); (ii) in accordance with the Investment Company Act, the Advisers Act and all other applicable federal and state laws, rules and regulations, and (iii) the Company’s charter and by-laws as the same shall be amended from time to time; and (iii) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, :
(i) determine the composition and allocation of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; ;
(ii) identify, evaluate and negotiate the structure of the investments made by the Company; ;
(iii) close execute, close, monitor and monitor service the Company’s investments; ;
(iv) determine the securities and other assets that the Company will purchase, retain, or sell; ;
(v) perform due diligence on prospective portfolio companies; and and
(vi) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its fundsassets. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing or thereafter to refinance existing debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The . Subject to the requirements of the Investment Company Act, the Adviser is hereby authorized authorized, but not required, to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition acquisition, retention or disposition of such investments and monitoring investments on behalf of the Company, subject in all cases to the oversight of the Adviser and the Company. The Company Adviser, and not the Company, shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act, the Investment Advisers Act and other applicable federal and state law.
(dc) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(ed) The Adviser shall keep and preserve for the period and in the manner required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and Company, shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.
Appears in 1 contract
Sources: Investment Advisory Agreement (Poliwogg Regenerative Medicine Fund, Inc.)
Duties of the Adviser. (a) The Company Corporation hereby employs the Adviser to act as the investment adviser to the Company Corporation and to manage the investment and reinvestment of the assets of the CompanyCorporation, subject to the supervision of the Board of Directors of the Company (the “Board”)Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Company’s registration statement on Form N-2 (File No. 333-148734) initially filed on January 18Registration Statement, 2008 (as the same shall may be amended from time to time, the “Registration Statement”); (ii) and in accordance with all other applicable federal and state laws, rules and regulations, and the CompanyCorporation’s charter and by-laws as the same shall be amended from time to time; and (iii) in accordance with the Investment Company Actlaws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the CompanyCorporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the CompanyCorporation; (iii) close and monitor the CompanyCorporation’s investments; (iv) determine the securities and other assets that the Company Corporation will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Company Corporation with such other investment advisory, research and related services as the Company Corporation may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the The Adviser shall have the power and authority on behalf of the Company Corporation to effectuate its investment decisions for the CompanyCorporation, including the execution and delivery of all documents relating to the CompanyCorporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the CompanyCorporation. In the event that the Company Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the CompanyCorporation’s behalf, subject to the oversight and approval of the BoardCorporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Company Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act)vehicle.
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the CompanyCorporation’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the CompanyCorporation, subject to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state lawCorporation.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company Corporation in any way or otherwise be deemed an agent of the CompanyCorporation.
(e) The Adviser shall keep and preserve preserve, in the manner and for the period required by that would be applicable to investment companies registered under the Investment Company Act of 1940, any books and records relevant to the provision of its investment advisory services to the Company Corporation and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the CompanyCorporation’s portfolio transactions and shall render to the Corporation’s Board of Directors such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company Corporation are the property of the Company Corporation and will surrender promptly to the Company Corporation any such records upon the CompanyCorporation’s request, provided that the Adviser may retain a copy of such records.
Appears in 1 contract
Sources: Interim Advisory Management Agreement (Pennant Investment CORP)
Duties of the Adviser. (a) The Company Corporation hereby employs the Adviser to act as the investment adviser to the Company Corporation and to manage the investment and reinvestment of the assets of the CompanyCorporation, subject to the supervision of the Board of Directors of the Company (the “Board”)Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the CompanyCorporation’s registration statement Registration Statement on Form N-2 (File No. 333-148734) initially filed on January 18N-2, 2008 (dated April , 2006, as the same shall be amended from time to timetime (as amended, the “Registration Statement”); , (ii) in accordance with the Investment Company Act, subsequent to the time that the Corporation becomes a business development company, and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the CompanyCorporation’s charter and by-laws as the same shall be amended from time to time; and (iii) in accordance with the Investment Company Actlaws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the CompanyCorporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the CompanyCorporation; (iii) close close, monitor and monitor service the Company’s investments; Corporation’s
(iv) determine the securities and other assets that the Company Corporation will purchase, retain, or sell; and (v) perform due diligence on prospective portfolio companies; and (vi) provide the Company Corporation with such other investment advisory, research and related services as the Company Corporation may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the The Adviser shall have the power and authority on behalf of the Company Corporation to effectuate its investment decisions for the CompanyCorporation, including the execution and delivery of all documents relating to the CompanyCorporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the CompanyCorporation. In the event that the Company Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the CompanyCorporation’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf Corporation’s Board of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act)Directors.
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the CompanyCorporation’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the CompanyCorporation, subject to the oversight of the Adviser and the CompanyCorporation. The Company Adviser or BDC Partners, LLC, the managing member of the Adviser, and not the Corporation, shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state lawlaws.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company Corporation in any way or otherwise be deemed an agent of the CompanyCorporation.
(e) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company Corporation and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the CompanyCorporation’s portfolio transactions and shall render to the Corporation’s Board of Directors such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company Corporation are the property of the Company Corporation and will surrender promptly to the Company Corporation any such records upon the CompanyCorporation’s request, provided that the Adviser may retain a copy of such records.
Appears in 1 contract
Sources: Investment Advisory Agreement (T-Equity Capital Corp.)
Duties of the Adviser. (a) The Company hereby employs the Adviser to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the supervision of the Board board of Directors managers of the Company (the “BoardBoard of Managers,” and each manager a “Manager”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Company’s registration statement on Form N-2 (File No. 333-148734) initially filed on January 1810, 2008 (as the same shall may be amended from time to time, time (the “Registration Statement”); , (ii) in accordance with the 1940 Act, the Advisers Act and all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws as the same shall be amended from time to time; law and (iii) in accordance with the Investment Company’s limited liability company agreement, as may be amended from time to time (the “Limited Liability Company ActAgreement”). Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the CompanyCompany (including performing due diligence on prospective portfolio companies); (iii) close execute, close, service and monitor the Company’s investments; (iv) determine the securities and other assets that the Company will purchase, retain, retain or sell; and (v) perform due diligence on prospective portfolio companies; and (vi) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the The Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing or to refinance existing debt financing, the Adviser will shall arrange for such financing on the Company’s behalf, subject to the oversight and approval of the BoardBoard of Managers. If it is necessary for the Adviser to make investments on behalf of the Company through a subsidiary or special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such subsidiary or special purpose vehicle (in accordance with the Investment Company 1940 Act).
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein.
(c) The Subject to the requirements of the 1940 Act, the Adviser is hereby authorized authorized, but not required, to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Sub- Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject in all cases to the oversight of the Adviser and the CompanyBoard of Managers. The Company Adviser, and not the Company, shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company 1940 Act, the Advisers Act and other applicable federal and state law.
(d) The Adviser shall for For all purposes herein provided provided, the Adviser shall be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(e) The Adviser and any Sub-Adviser shall keep and preserve preserve, in the manner and for the period required by that would be applicable to investment companies registered under the Investment Company Act 1940 Act, any books and records relevant to the provision of its investment advisory services to the Company and Company, shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Board of Managers such periodic and special reports as the Board of Managers may reasonably request. The Adviser agrees and any Sub-Adviser agree that all records that it maintains for the Company are the property of the Company and will shall surrender promptly to the Company any such records upon the Company’s requestrequest and as required under applicable law, provided that the Adviser and any Sub-Adviser may retain a copy of such records.
Appears in 1 contract
Sources: Investment Advisory Agreement (Andalusian Credit Company, LLC)
Duties of the Adviser. (a) The Company Corporation hereby employs the Adviser to act as the investment adviser to the Company Corporation and to manage advise on the investment and reinvestment of the assets of the CompanyCorporation, subject to the supervision of the Board of Directors of the Company (the “Board”)Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in established by the Company’s registration statement on Form N-2 (File No. 333-148734) initially filed on January 18Board of the Corporation and its Investment Committee, 2008 (as the same shall be amended from time to timetime (as amended, the “Registration StatementInvestment Policies”); , (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the CompanyCorporation’s charter and by-laws as the same shall be amended from time to time; and (iii) in accordance with the Investment Company Actlaws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine advise on the composition of the portfolio of the CompanyCorporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and help negotiate the structure of the investments made by the CompanyCorporation; (iii) close advise on and monitor the CompanyCorporation’s investments; (iv) provide advice to determine the securities and other assets that the Company Corporation will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) advise and assist in the quarterly and annual valuation of portfolio company investments; and (vii) provide the Company Corporation with such other investment advisory, research and related services as the Company Corporation may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the CompanyCorporation’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf Corporation’s Board of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act)Directors.
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Subject to the requirements of the Investment Company Act, the Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the CompanyCorporation’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the CompanyCorporation, subject to the oversight of the Adviser and the CompanyCorporation. The Company Adviser, and not the Corporation, shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state lawlaw and shall contain a provision requiring the Sub-Adviser to comply with sections 1(e) and 1(f) below as if it were the Adviser.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company Corporation in any way or otherwise be deemed an agent of the CompanyCorporation.
(e) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions Corporation and shall render to the Corporation’s Board of Directors such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company Corporation are the property of the Company Corporation and will surrender promptly to the Company Corporation any such records upon the CompanyCorporation’s request, provided that the Adviser may retain a copy of such records.
(f) The Adviser has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Federal Securities laws by the Adviser. The Adviser has provided the Corporation, and shall provide the Corporation at such times in the future as the Corporation shall reasonably request, with a copy of such policies and procedures and a report of such policies and procedures. Such report shall be of sufficient scope and in sufficient detail, as may reasonably be required to comply with Rule 38a-1 under the Investment Company Act and to provide reasonable assurance that any material inadequacies would be disclosed by such examination, and, if there are no such inadequacies, the report shall so state.
Appears in 1 contract
Sources: Investment Advisory Agreement (Spring Creek Capital Corp.)
Duties of the Adviser. (a) The Company hereby employs the Adviser to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the supervision of the Board of Directors of the Company (the “Board”)Company, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Company’s registration statement Annual Reports on Form N-2 (File No. 33310-148734) initially filed K or the Company’s Registration Statement on January 18Form S-3, 2008 (as the same shall be amended or refiled from time to time, time (the “Registration Statement”); ) and (ii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws as the same shall be amended from time to time; and (iii) in accordance with the Investment Company Actlaws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Company; (iii) close and monitor the Company’s investments; (iv) determine the real property, securities and other assets that the Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the The Adviser shall have the discretion, power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the BoardCompany’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act)vehicle.
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
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(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company Adviser, and not the Company, shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(e) The Adviser shall keep and preserve for the a reasonable period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Company’s Board of Directors such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.
(f) The Adviser has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Federal Securities laws by the Adviser. The Adviser has provided the Company, and shall provide the Company at such times in the future as the Company shall reasonably request, with a copy of such policies and procedures.
Appears in 1 contract
Sources: Investment Advisory Agreement (GLADSTONE LAND Corp)
Duties of the Adviser. A. The Adviser shall continue to have responsibility for all services to be provided to the Portfolio pursuant to the Advisory Agreement and shall oversee and review the Sub-Adviser's performance of its duties under this Agreement.
B. The Adviser has furnished the Sub-Adviser with copies of each of the following documents and will furnish to the Sub-Adviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such documents become available:
(a1) The Company hereby employs the Adviser to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets Master Trust Agreement of the Company, subject as filed with the State of Delaware, as in effect on the date hereof and as amended from time to time ("Declaration of Trust");
(2) The By-Laws of the supervision Company as in effect on the date hereof and as amended from time to time ("By-Laws");
(3) Certified resolutions of the Board of Directors of the Company (authorizing the “Board”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Company’s registration statement on Form N-2 (File No. 333-148734) initially filed on January 18, 2008 (as the same shall be amended from time to time, the “Registration Statement”); (ii) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws as the same shall be amended from time to time; and (iii) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Company; (iii) close and monitor the Company’s investments; (iv) determine the securities and other assets that the Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight appointment of the Adviser and the Sub-Adviser and approving the form of the Advisory Agreement and this Agreement;
(4) The Company's Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-IA, as filed with the Securities and Exchange Commission ("SEC") relating to the Portfolio and its shares and all amendments thereto ("Registration Statement");
(5) The Notification of Registration of the Company under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto;
(6) The Portfolio's Prospectus (as defined above); and
(7) A certified copy of any financial statement or report prepared for the Portfolio by certified or independent public accountants, and copies of any financial statements or reports made by the Portfolio to its shareholders or to any governmental body or securities exchange. The Company Adviser shall be responsible for any compensation payable to any furnish the Sub-Adviser. Any subAdviser with any further documents, materials or information that the Sub-advisory agreement entered into by Adviser may reasonably request to enable it to perform its duties pursuant to this Agreement.
C. During the term of this Agreement, the Adviser shall be in accordance with furnish to the requirements Sub-Adviser at its principal office all prospectuses, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to shareholders of the Investment Company Act Portfolio or the public, which refer to the Sub-Adviser or its clients in any way, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing five business days (or such other applicable federal and state law.
(dtime as may be mutually agreed) after receipt thereof. The Adviser shall for all purposes herein provided be deemed ensure that materials prepared by employees or agents of the Adviser or its affiliates that refer to be an independent contractor and, except as expressly provided the Sub-Adviser or authorized herein, shall have no authority to act for or represent the Company its clients in any way or otherwise be deemed an agent of the Company.
(e) The Adviser shall keep and preserve for the period required are consistent with those materials previously approved by the Investment Company Act any books and records relevant to Sub-Adviser as referenced in the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such recordspreceding sentence.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Lb Series Fund Inc/)
Duties of the Adviser. (a) The Company Corporation hereby employs the Adviser to act as the investment adviser to the Company Corporation and to manage the investment and reinvestment of the assets of the CompanyCorporation, subject to the supervision of the Board of Directors of the Company (the “Board”)Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the CompanyCorporation’s registration statement Registration Statement on Form N-2 N-2, as filed with the Securities and Exchange Commission on ____________, 2007, and as amended on ____________, (File No. 333-148734) initially filed such Registration Statement at the time it was declared effective on January 18, 2008 (as the same shall be amended from time to time___________, the “Registration Statement”); (ii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the CompanyCorporation’s charter and by-laws as the same shall be amended from time to timelaws; and (iii) in accordance with the Investment Company Act, subsequent to the time the Corporation becomes a BDC. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (iA) determine the composition of the portfolio of the CompanyCorporation, the nature and timing of the changes therein and the manner of implementing such changes; (iiB) identify, evaluate and negotiate the structure of the investments made by the CompanyCorporation; (iiiC) close close, monitor and monitor service the CompanyCorporation’s investments; (ivD) determine the securities and other assets that the Company Corporation will purchase, retain, or sell; (vE) perform due diligence on prospective portfolio companies; and (viF) provide the Company Corporation with such other investment advisory, research and related services as the Company Corporation may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the The Adviser shall have the power and authority on behalf of the Company Corporation to effectuate its investment decisions for the CompanyCorporation, including the execution and delivery of all documents relating to the CompanyCorporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the CompanyCorporation. In the event that the Company Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the CompanyCorporation’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf Corporation’s Board of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act)Directors.
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the CompanyCorporation’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the CompanyCorporation, subject to the oversight of the Adviser and the CompanyCorporation. The Company Adviser and not the Corporation shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.
(d) The Adviser shall shall, for all purposes herein provided provided, be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company Corporation in any way or otherwise be deemed an agent of the CompanyCorporation.
(e) The Subject to review by and the overall control of the Board of Directors of the Corporation, the Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company Corporation and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the CompanyCorporation’s portfolio transactions and shall render to the Corporation’s Board of Directors such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company Corporation are the property of the Company Corporation and will surrender promptly to the Company Corporation any such records upon the CompanyCorporation’s request, provided that the Adviser may retain a copy of such records.
Appears in 1 contract
Sources: Investment Advisory Agreement (MediaTech Investment Corp.)
Duties of the Adviser. (a) The Company hereby employs the Adviser to shall act as the investment adviser to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the supervision of the Board of Directors of the Company (the “Board”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth from time to time in the Company’s filings made with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including its registration statement on Form N-2 (File No. 333-148734) initially filed on January 1810, 2008 (as and the same shall be amended from time Investment Company Act, and in the Company’s reports to time, the “Registration Statement”)its stockholders; (ii) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter articles of amendment and restatement and by-laws laws, as the same each shall be amended from time to time; and (iii) in accordance with the Investment Company ActAct and the applicable rules and regulations thereunder. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Company; (iii) close and monitor the Company’s investments; (iv) determine the securities and other assets that the Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; (vi) assist the Board with its valuation of the Company’s assets, including, if so designated by the Board, performing fair value determinations of the Company’s assets as the Board’s valuation designee; (vii) direct investment professionals of the Adviser to provide managerial assistance to portfolio companies of the Company as requested by the Company, from time to time and (viviii) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire incur debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment and agrees during the term hereof to act as investment adviser to the Company and to render the services described herein for the compensation provided herein.
(c) This Agreement is intended to create, and creates, a contractual relationship for services to be rendered by the Adviser acting in the ordinary course of its business and is not intended to create, and does not create, a partnership, joint venture or any like relationship among the parties hereto (or any other parties). The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(d) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act and the rules thereunder with respect to the Company’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.
(e) Subject to the prior approval by the Board and the stockholders of the Company to the extent required under the Investment Company Act, the Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(e) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.
Appears in 1 contract
Duties of the Adviser. (a) The Company hereby employs the Adviser to act Adviser, in its capacity as the investment adviser to the Company and to manage the investment and reinvestment manager of the assets and the day-to-day operations of the Company, at all times will be subject to the supervision of the Company’s Board of Directors and will have only such functions and authority as the Company may delegate to it including, without limitation, the functions and authority identified herein and delegated to the Adviser hereby. The Adviser will be responsible for the day-to-day operations of the Company and will perform (or cause to be performed through one or more of its Affiliates or subsidiaries) such services and activities relating to the assets and operations of the Company as may be appropriate, including, without limitation:
(a) serve as the Company’s investment and financial advisor;
(b) vote on behalf of the Company all equity securities of the Operating Partnership and any other equity securities owned, directly or indirectly, by the Company;
(c) provide the daily management for the Company and perform and supervise the various administrative functions necessary for the day-to-day management of the operations of the Company, including the administrative services described on Exhibit A to this Agreement;
(d) investigate, select, and, on behalf of the Company, engage and conduct business with such Persons as the Adviser deems necessary to the proper performance of its obligations hereunder, including, but not limited to, consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent and any and all agents for any of the foregoing, including Affiliates of the Adviser, and Persons acting in any other capacity deemed by the Adviser necessary or desirable for the performance of any of the foregoing services, including, but not limited to, entering into contracts in the name of the Company with any of the foregoing;
(e) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s (including, as it relates to any of its subsidiaries) financial policies, and, as necessary, furnish the “Board”)Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company (including, for as it relates to any of its subsidiaries) and in connection with any borrowings proposed to be undertaken by the period Company and upon its subsidiaries;
(f) subject to the terms herein set forthprovisions of Section 4 hereof, (i) participate in accordance formulating an investment strategy and asset allocation framework, (ii) locate, analyze and select potential Investments, (iii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be made, (iv) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make Investments on behalf of the Company in compliance with the investment objectiveobjectives and policies of the Company, policies (v) negotiate the terms of and restrictions arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments, (vi) negotiate and enter into leases and service contracts for Real Estate Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets, (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing and analyzing financial information for each of the Investments and the overall portfolio, (viii) select Joint Venture partners, structure and negotiate corresponding agreements and oversee and monitor these relationships, (ix) engage, oversee, supervise and evaluate property managers who perform services for the Company, (x) engage, oversee, supervise and evaluate Persons with whom the Adviser contracts to perform certain of the services required to be performed under this Agreement, (xi) manage accounting and other record keeping functions for the Company, including reviewing and analyzing the capital and operating budgets for the Real Estate Assets and generating an annual budget for the Company, and if requested, its subsidiaries, and (xii) recommend various liquidity events to the Board when appropriate;
(g) upon request, provide the Board with periodic reports regarding prospective Investments that are actively being considered by the investment committee of the Operating Partnership (the “Investment Committee”) or by the Adviser;
(h) negotiate the terms of and make investments in, and dispositions of, Investments within the discretionary limits and authority as granted by the Board;
(i) within the discretionary limits and authority as granted by the Board, negotiate on behalf of the Company with banks or other lenders for Loans to be made to or guaranteed by the Company, and negotiate on behalf of the Company with investment banking firms and broker-dealers or negotiate private sales of Shares or obtain Loans for the Company, but in no event in such a manner so that the Adviser shall be acting as broker-dealer or underwriter; provided, further, that any fees and costs payable to third parties incurred by the Adviser in connection with the foregoing shall be the responsibility of the Company or, in the case of any guarantee of any obligations of the Operating Partnership, the Operating Partnership;
(j) at least monthly, and at any other time reasonably requested by the Board, obtain reports (which may, but are not required to, be prepared by the Adviser or its Affiliates), where appropriate, concerning the value of Investments or contemplated Investments of the Company or the Investment Committee of the Operating Partnership;
(k) at least quarterly, and at any other time reasonably requested by the Board, make reports to the Board of its performance of services to the Company under this Agreement (including reports with respect to potential conflicts of interest involving the Adviser or any of its Affiliates), the composition and characteristics of the Company’s portfolio, and compliance with the Company’s investment guidelines and other policies approved from time to time by the Board;
(l) provide the Company with all necessary cash management services;
(m) deliver to, or maintain on behalf of, the Company copies of all appraisals obtained in connection with the Investments in any Real Estate Assets as may be required to be obtained by the Board or the Investment Committee of the Operating Partnership;
(n) notify the Board of all proposed transactions outside of the Adviser’s delegated authority before they are completed and obtain Board approval of same;
(o) negotiate and effect any interests in Investments as may be approved by the Board;
(p) perform investor-relations and Stockholder communications functions for the Company;
(q) render such services as may be reasonably determined by the Board of Directors consistent with the terms and conditions herein;
(r) maintain the Company’s accounting and other records and assist the Company in filing all reports required to be filed by it with the SEC, the Internal Revenue Service and other regulatory agencies, to the extent applicable;
(s) advise the Company regarding the maintenance of the Company’s qualification as a REIT and monitor the Company’s compliance with the various REIT qualification requirements and other rules set forth in the Company’s registration statement on Form N-2 (File No. 333-148734) initially filed on January 18Code and any applicable treasury regulations promulgated under the Code, 2008 (as the same shall be amended from time to time, and use its commercially reasonable efforts to cause the “Registration Statement”); Company to qualify as a REIT and maintain its qualification as a REIT for U.S. federal income tax purposes;
(iit) advise the Company regarding the maintenance of its exemptions from the status of an investment company required to register under the 1940 Act, and monitor compliance with the requirements for maintaining such exemptions and using commercially reasonable efforts to cause it to maintain such exemptions from such status;
(u) assist the Company in accordance qualifying to do business in all applicable jurisdictions in which the Company or its subsidiaries do business, and ensure that the Company and its subsidiaries obtain and maintain all applicable licenses;
(v) assist the Company in complying with all other regulatory requirements applicable federal to them with respect to their business activities, including preparing or causing to be prepared all financial statements required under applicable regulations and state lawscontractual undertakings and all reports and documents, rules if any, required under the Exchange Act or the Securities Act;
(w) if requested by the Company, provide, or cause another qualified third party to provide, such internal audit, compliance and control services as may be required for the Company and its subsidiaries to comply with applicable law (including the Securities Act and the Exchange Act), regulation (including SEC regulations), and as otherwise requested by the Company’s charter Board;
(x) handle and by-laws resolve on behalf of the Company and, if requested, its subsidiaries all routine claims, disputes or controversies, including all routine litigation, arbitration, settlement or other proceedings or negotiations, in which the Company or its subsidiaries may be involved or to which they may become subject, subject to such limitations or parameters as may be imposed from time to time by the Board;
(y) perform and do all things necessary on behalf of the Company in its role as the tax matter partner of the Operating Partnership;
(z) elect to and exercise any call or similar rights that are in favor of the Company or its subsidiaries, including the call rights set forth in the Side Letter;
(aa) designate the member of the Investment Committee of the Operating Partnership that the Company is entitled to appoint pursuant to the terms of the Agreement of Limited Partnership of the Operating Partnership, as the same shall be amended is in effect from time to time;
(bb) do all things necessary to assure its ability to render the services described in this Agreement; and
(cc) use commercially reasonable efforts to cause the Company and (iii) in accordance its subsidiaries to comply with the Investment Company Actall applicable laws. Without limiting the generality of Notwithstanding the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition may delegate any of the portfolio foregoing duties to any Person so long as the Adviser remains responsible for the performance of the Companyduties set forth in this Section 3; provided, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identifyhowever, evaluate and negotiate the structure of the investments made by the Company; (iii) close and monitor the Company’s investments; (iv) determine the securities and other assets that the Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into delegation by the Adviser shall be in accordance with the requirements of any of the Investment Company Act and other applicable federal and state law.
(d) The Adviser foregoing duties to another Person shall for all purposes herein provided be deemed to be not result in an independent contractor and, except as expressly provided increased Advisory Fee or authorized herein, shall have no authority to act for or represent additional expenses payable by the Company in any way or otherwise be deemed an agent of the Companyhereunder.
(e) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.
Appears in 1 contract
Duties of the Adviser. (a) The Company Corporation hereby employs the Adviser to act as the investment adviser to the Company Corporation and to manage the investment and reinvestment of the assets of the CompanyCorporation, subject to the supervision of the Board of Directors of the Company (the “Board”)Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the CompanyCorporation’s registration statement Registration Statement on Form N-2 (File No. 333-148734) initially filed on January 18N-2, 2008 (dated February 26, 2013, as the same shall be amended from time to timetime (as amended, the “Registration Statement”); , (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the CompanyCorporation’s charter articles of incorporation and by-laws laws, as the same shall each may be amended from time to time; and (iii) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the CompanyCorporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the CompanyCorporation; (iii) close and monitor the CompanyCorporation’s investments; (iv) determine the securities and other assets that the Company Corporation will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companiesinvestments; and (vi) provide the Company Corporation with such other investment advisory, research and related services as the Company Corporation may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the The Adviser shall have the power and authority on behalf of the Company Corporation to effectuate its investment decisions for the CompanyCorporation, including the execution and delivery of all documents relating to the CompanyCorporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the CompanyCorporation. In the event that the Company Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the CompanyCorporation’s behalf, subject to the oversight and approval of the BoardCorporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Company Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Subject to the requirements of the Investment Company Act, the Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the CompanyCorporation’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the CompanyCorporation, subject to the oversight of the Adviser and the CompanyCorporation. The Company Adviser, and not the Corporation, shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state lawlaw and shall contain a provision requiring the Sub-Adviser to comply with Sections 1(e) and 1(f) of this Agreement below as if it were the Adviser.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company Corporation in any way or otherwise be deemed an agent of the CompanyCorporation.
(e) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company Corporation and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the CompanyCorporation’s portfolio transactions and shall render to the Corporation’s Board of Directors such periodic and special reports as the Corporation’s Board of Directors may reasonably request. The Adviser agrees that all records that it maintains for the Company Corporation are the property of the Company Corporation and will surrender promptly to the Company Corporation any such records upon the CompanyCorporation’s request, provided that the Adviser may retain a copy of such records.
(f) The Adviser shall have adopted and implemented within a reasonable period of time prior to [ ], 2013 written policies and procedures reasonably designed to prevent violation of Federal securities laws by the Adviser. The Adviser shall provide the Corporation, at such times as the Corporation shall reasonably request, with a copy of such policies and procedures and a report of such policies and procedures; such report shall be of sufficient scope and in sufficient detail, as may reasonably be required to comply with Rule 38a-1 under the Investment Company Act and to provide reasonable assurance that any material inadequacies would be disclosed by such examination, and, if there are no such inadequacies, the reports shall so state.
Appears in 1 contract
Sources: Investment Advisory Agreement (Pathway Energy Infrastructure Fund, Inc.)
Duties of the Adviser. (a) The Company hereby employs Adviser will be responsible for managing the Adviser to act as relationship with Chinese regulatory authorities, including the investment adviser to Securities & Futures Commission of Hong Kong, the Company China Securities Regulatory Commission and to manage State Administration of Foreign Exchange. In this regard, among other things necessary and appropriate for the investment and reinvestment operation of the assets of Funds, Adviser shall be responsible for securing QFII and RQFII allocations for the CompanyFunds and additional quotas as needed on a timely basis.
(b) In addition, subject to supervision and oversight of the supervision of Manager and the Board of Directors of the Company Trustees (the “Board”), for the period Adviser shall manage all of the securities and upon other assets of the terms herein set forthFunds (the “Assets”), (i) including the purchase, retention and disposition of the Assets, in accordance with the Funds’ respective investment objectiveobjectives, policies and restrictions that are set forth as stated in each Fund’s prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the Company“Prospectus”), and subject to the following:
(i) The Adviser shall determine from time to time what Assets will be purchased, retained or sold by the Funds, and what portion of the Assets will be invested or held uninvested in cash.
(ii) In the performance of its duties and obligations under this Agreement, the Adviser shall act in conformity with the Trust’s registration statement on Form N-2 (File No. 333-148734) initially filed on January 18, 2008 Declaration of Trust (as the same shall defined herein), and By-Laws, each as may be modified, amended or supplemented from time to time, the “Registration Statement”); (ii) in accordance with all other applicable federal Prospectus, the instructions and state laws, rules and regulations, and the Company’s charter and by-laws as the same shall be amended from time to time; and (iii) in accordance with the Investment Company Act. Without limiting the generality directions of the foregoing, the Adviser shall, during the term Manager and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Company; (iii) close and monitor the Company’s investments; (iv) determine the securities and other assets that the Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power then-current terms and authority on behalf conditions of the Company to effectuate its investment decisions for the Company, including the execution exemptive and delivery of all documents relating no-action relief granted to the Company’s investments Trust, and the placing Trust’s policies and procedures. The Manager undertakes to provide the Adviser with copies or other written notice of orders for other purchase any amendments, modifications or sale transactions on behalf of the Companysupplements to any such above-mentioned documents. In the event that the Company determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight performance of its duties and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Company through a special purpose vehicleobligations under this Agreement, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (also comply in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance all material respects with the requirements of the Investment Company Act of 1940 (the “1940 Act”), the Advisers Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state lawlaws and regulations and Chinese laws and regulations, as each is amended from time to time.
(diii) The Adviser shall for all purposes herein provided be deemed determine the Assets to be an independent contractor andpurchased or sold by the Funds as provided in subparagraph (i) and will place orders with or through such persons, except brokers or dealers chosen by the Adviser to carry out the policy with respect to brokerage as expressly provided the Board or authorized hereinthe Manager may direct in writing from time to time, shall have no authority to act for or represent in conformity with all federal securities laws and applicable Chinese laws and regulations. The Adviser may open and maintain brokerage accounts of all types of behalf of and in the Company in any way or otherwise be deemed an agent name of the CompanyFunds. The Adviser may enter into standard customer agreements with brokers and direct payments of cash, cash equivalents and securities and other property into such brokerage accounts as the Adviser deems desirable and appropriate. Subject to the obtaining the best price and execution reasonably available and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Adviser is authorized to cause a Fund to pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Adviser has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to such Fund and to other funds or clients for which the Adviser exercises investment discretion. The Adviser is authorized to direct portfolio transactions to a broker that is an affiliated person of the Manager, Adviser or a Fund in accordance with such standards and procedures as may be approved by the Board in accordance with Rule 17e-l under the 1940 Act, or other rules promulgated by the Securities and Exchange Commission (the “SEC”). The Adviser shall not divert any Fund’s portfolio securities transactions to a broker or dealer in consideration of such broker or dealer’s promotion or sales of shares of the Fund, any other series of the Trust, or any other registered investment company. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund(s) as well as other clients of the Adviser, the Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a fair and reasonable result and efficient execution. Allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner which the Adviser considers to be the most equitable and consistent with its fiduciary obligations to each Fund and to its other clients over time. The Manager agrees that the Adviser and its affiliates may give advice and take action in the performance of their duties with respect to any of their other clients that may differ from advice given, or the timing or nature of actions take, with respect to the relevant Fund. The Manager also acknowledges that the Adviser and its affiliates are fiduciaries to other entities, some of which have the same or similar investment objectives (and will hold the same or similar investments) as the Fund(s), and that the Adviser will carry out its duties hereunder together with its duties under such relationships.
(eiv) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to transactions involving the Company’s portfolio transactions Assets required by Rule 31a-l under the 1940 Act and preserve such records for the periods prescribed by Rule 31a-2 under the 1940 Act. The Adviser shall render timely furnish to the Board such periodic Manager all information needed by the Manager to keep the other books and special reports as records of the Board may reasonably requestFund required by Rule 31a-1 under the 1940 Act. The Adviser agrees that all records that it maintains for the Company on behalf of a Fund are the property of the Company Fund and the Adviser will surrender promptly to the Company Fund any of such records upon the CompanyFund’s request; provided, provided however, that the Adviser may retain a copy of such records.
(v) The Adviser shall provide the relevant Fund’s custodian on each business day with information relating to all transactions concerning the Assets and shall provide the Manager with such information upon request of the Manager and shall otherwise cooperate with and provide reasonable assistance to the Manager, the Trust’s administrator, the Trust’s custodian and foreign custodians, the Trust’s transfer agent and pricing agents and all other agents and representatives of the Trust, The Adviser shall not hold, or have custody of, any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser. The Adviser will also provide the Manager with such compliance reports and certifications relating to its duties under this Agreement and the federal securities laws or Chinese laws or regulations as may be reasonably requested.
(vi) To the extent applicable to China A Shares, the Adviser shall, unless and until otherwise directed by the Manager or the Board and consistent with the best interests of each Fund, be responsible for exercising (or not exercising in its discretion) all rights of security holders with respect to securities held by each Fund, including but not limited to: reviewing proxy solicitation materials, voting and handling proxies and converting, tendering exchanging or redeeming securities. The Adviser shall report to the Manager in a timely manner a record of all proxies voted, in such form and format that complies with acceptable federal statutes and regulations (e.g., requirements of Form N-PX), including a record of all proxies not voted and/or voted inconsistently with Adviser’s proxy voting guidelines. The Adviser shall certify at least annually or more often as may reasonably be requested by the Manager, as to the compliance of its proxy voting policies and procedures with applicable federal statutes and regulations.
(vii) The Adviser shall maintain books and records with respect to the Funds’ investment transactions and keep the Manager fully informed on an ongoing basis of all material facts concerning the Adviser and its key investment personnel providing services to the Funds. The Adviser shall furnish to the Manager or the Board regular, periodic and special reports, balance sheets or financial information, and such other information with regard to its affairs as the Manager or Board may reasonably request; and the Adviser will attend meetings with the Manager and/or the Board, as reasonably requested, to discuss the foregoing. Upon the request of the Manager, the Adviser shall also furnish to the Manager any other information relating to the Assets that is required to be filed by the Manager or the Trust with the SEC or sent to shareholders under the 1940 Act (including the rules adopted thereunder) or any exemptive or other relief from the SEC on which the Manager, the Trust or a Fund relies.
(viii) The Adviser shall monitor the Assets owned by the Fund(s) and, in accordance with procedures established by the Board, as amended from time to time, and in conjunction with the Manager, promptly notify the Manager and the Trust’s Fund Accounting Agent of Assets that the Adviser believes should be fair valued in accordance with the Trust’s Valuation Procedures. The Adviser will provide reasonable assistance in determining the fair value of the Assets, as necessary, and use reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Adviser for which market prices are not readily available, it being understood that the Adviser will not be responsible for determining the value of any such security.
Appears in 1 contract
Duties of the Adviser. (a) The Company Fund hereby employs the Adviser to act as the investment adviser to the Company Fund and to manage the investment and reinvestment of the assets of the CompanyFund, subject to the supervision of the Board Fund's board of Directors of the Company trustees (the “"Board”"), for the period and upon the terms herein set forth, in accordance with:
(i) in accordance with the investment objective, policies and restrictions that are set forth in the Company’s Fund's private placement memorandum and/or registration statement on Form N-2 statements filed by the Fund with the Securities and Exchange Commission (File No. 333-148734) initially filed on January 18the "SEC"), 2008 (in each case as the same shall may be amended from time to time, the “Registration Statement”); ;
(ii) in accordance with Investment Company Act and all other applicable federal and state laws, rules and regulations, and ; and
(iii) the Company’s charter and by-laws Fund's Declaration of Trust (as the same shall it may be amended and/or restated from time to time; , the "Declaration of Trust") and Bylaws (iii) in accordance with as they may be amended and/or restated from time to time, the Investment Company Act"Bylaws"). Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, :
(i) determine the composition of the portfolio of the CompanyFund, the nature and timing of the changes therein and the manner of implementing such changes; ;
(ii) identify, evaluate and negotiate the structure of the investments made by the Company; Fund;
(iii) close and monitor the Company’s Fund's investments; ;
(iv) determine the securities and other assets that the Company Fund will purchase, retain, or sell; ;
(v) perform due diligence on prospective and existing portfolio companies; and and
(vi) provide the Company Fund with such other investment advisory, research and related services as the Company Fund may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the .
(b) The Adviser shall have the power and authority on behalf of the Company Fund to effectuate its investment decisions for the CompanyFund, including the execution and delivery of all documents relating to the Company’s Fund's investments and the placing of orders for other purchase or sale transactions on behalf of the CompanyFund. In the event that the Company Fund determines to acquire incur debt financing, the Adviser will arrange for such financing on the Company’s Fund's behalf, subject to the oversight and approval of the Board. If it is necessary or appropriate for the Adviser to make investments on behalf of the Company Fund through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).
(bc) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(cd) The Subject to the requirements of the Investment Company Act, and any applicable guidance, interpretation or relief of the SEC or its staff, the Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “"Sub-Adviser”") pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunderproviding the investment advisory services required to be provided by the Adviser under Section 1(a) hereof. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s Fund's investment objective objectives and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the CompanyFund, subject to the oversight of the Adviser and the CompanyFund. The Company Adviser, and not the Fund, shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state lawlaws. Nothing in this subsection (d) will obligate the Adviser to pay any expenses that are the expenses of the Fund under Section 2 hereof.
(de) The Adviser Adviser, and any Sub-Adviser, shall for all purposes herein provided each be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company Fund in any way or otherwise be deemed an agent of the CompanyFund.
(ef) The Adviser shall keep and preserve preserve, for the period required by the Investment Company Act Act, any books and records relevant to the provision of its investment advisory services to the Company Fund and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s Fund's portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company Fund are the property of the Company Fund and will surrender promptly to the Company Fund any such records upon the Company’s Fund's request, provided that the Adviser may retain a copy of such records.
Appears in 1 contract
Sources: Investment Advisory and Management Agreement (Ares Core Infrastructure Fund)
Duties of the Adviser. (a) The Company hereby employs retains the Adviser to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the supervision of the Board of Directors of the Company (the “Board”), for the period and upon the terms herein set forth, (ix) in accordance with the investment objective, policies and restrictions that are set forth in the Company’s registration statement Registration Statement on Form N-2 (File No. 333-148734) initially filed on January 18N-2, 2008 (dated July 20, 2017, as the same shall be amended from time to timetime (as amended, the “Registration Statement”); (iiy) in accordance with the Investment Company Act; and (z) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter articles of incorporation and by-laws bylaws as the same shall be amended from time to time; and (iii) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, : (i) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Company; (iii) close and monitor the Company’s investments; (iv) determine the securities and other assets that the Company will purchase, retain, or sell; (v) assist the Board with its valuation of the Company’s assets; (vi) direct investment professionals of the Adviser to provide managerial assistance to portfolio companies of the Company as requested by the Company, from time to time; (vii) perform due diligence on prospective portfolio companies; (viii) exercise voting rights in respect of the Company’s portfolio securities and other investments; (ix) serve on, and exercise observer rights for, boards of directors and similar committees of the Company’s portfolio companies; and (vix) provide the Company with such other investment advisory, research research, and related services as the Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire or refinance any debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary or appropriate for the Adviser to make investments on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment retention as investment adviser and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) This Agreement is intended to create, and creates, a contractual relationship for services to be rendered by the Adviser acting in the ordinary course of its business and is not intended to create, and does not create, a partnership, joint venture or any like relationship among the parties hereto (or any other parties). The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(d) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.
(e) The Adviser shall be primarily responsible for the execution of any trades in securities in the Company’s portfolio and the Company’s allocation of brokerage commissions.
(f) The Adviser has a fiduciary responsibility and duty to the Company and the Company’s stockholders for the safekeeping and use of all the funds and assets of the Company, whether or not in the Adviser’s immediate possession or control.
(g) Subject to the prior approval by the Board and the stockholders of the Company to the extent required under the Investment Company Act, the Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(e) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.
Appears in 1 contract
Sources: Investment Advisory Agreement (Portman Ridge Finance Corp)
Duties of the Adviser. (a) The Company Corporation hereby employs the Adviser to act as the investment adviser to the Company Corporation and to manage the investment and reinvestment of the assets of the CompanyCorporation, subject to the supervision of the Board of Directors of the Company (the “Board”)Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the CompanyCorporation’s registration statement Registration Statement on Form N-2 (File No. 333-148734) initially filed on January 18N-2, 2008 (dated October 25, 2018, as the same shall be amended from time to timetime (as amended, the “Registration Statement”); , (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the CompanyCorporation’s charter articles of incorporation and by-laws laws, as the same shall each may be amended from time to time; and (iii) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the CompanyCorporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the CompanyCorporation; (iii) close and monitor the CompanyCorporation’s investments; (iv) determine the securities and other assets that the Company Corporation will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companiesinvestments; and (vi) provide the Company Corporation with such other investment advisory, research and related services as the Company Corporation may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the The Adviser shall have the power and authority on behalf of the Company Corporation to effectuate its investment decisions for the CompanyCorporation, including the execution and delivery of all documents relating to the CompanyCorporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the CompanyCorporation. In the event that the Company Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the CompanyCorporation’s behalf, subject to the oversight and approval of the BoardCorporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Company Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Subject to the requirements of the Investment Company Act, the Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the CompanyCorporation’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the CompanyCorporation, subject to the oversight of the Adviser and the CompanyCorporation. The Company Adviser, and not the Corporation, shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state lawlaw and shall contain a provision requiring the Sub-Adviser to comply with Sections 1(e) and 1(f) of this Agreement below as if it were the Adviser.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company Corporation in any way or otherwise be deemed an agent of the CompanyCorporation.
(e) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company Corporation and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the CompanyCorporation’s portfolio transactions and shall render to the Corporation’s Board of Directors such periodic and special reports as the Corporation’s Board of Directors may reasonably request. The Adviser agrees that all records that it maintains for the Company Corporation are the property of the Company Corporation and will surrender promptly to the Company Corporation any such records upon the CompanyCorporation’s request, provided that the Adviser may retain a copy of such records.
(f) The Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation of Federal securities laws by the Adviser. The Adviser shall provide the Corporation, at such times as the Corporation shall reasonably request, with a copy of such policies and procedures and a report of such policies and procedures; such report shall be of sufficient scope and in sufficient detail, as may reasonably be required to comply with Rule 38a-1 under the Investment Company Act and to provide reasonable assurance that any material inadequacies would be disclosed by such examination, and, if there are no such inadequacies, the reports shall so state.
Appears in 1 contract
Sources: Investment Advisory Agreement (Priority Income Fund, Inc.)
Duties of the Adviser. (a) The Company hereby employs retains the Adviser to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the supervision of the Board of Directors of the Company (the “Board”), for the period and upon the terms herein set forth, forth (i) in accordance with the investment objective, policies and restrictions that are set forth in the Company’s registration statement under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form N-2 (File No. 333-148734) 10 initially filed by the Company with the Securities and Exchange Commission (“SEC”) on January 18, 2008 [ __,] 2015 (as the same shall be amended from time to time, the “Registration Statement”); and (ii) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter certificate of incorporation and by-laws bylaws as the same shall be amended from time to time; and .
(iiib) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Company; (iii) close and monitor the Company’s investments; (iv) determine the securities and other assets that the Company will shall purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; (vi) assist the Board with its valuation of the Company’s portfolio companies; (vii) direct investment professionals of the Adviser to provide managerial assistance to portfolio companies of the Company as requested by the Company, from time to time and (viviii) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Adviser will shall arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create create, or arrange for the creation of of, such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act)vehicle.
(bc) The Adviser hereby accepts such employment retention as investment adviser and agrees during the term hereof to render the services described herein for the compensation provided herein.
(cd) This Agreement is intended to create, and creates, a contractual relationship for services to be rendered by the Investment Adviser acting in the ordinary course of its business and is not intended to create, and does not create, a partnership, joint venture or any like relationship among the parties hereto (or any other parties). The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(e) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company, and it shall surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.
(f) Subject to approval by the Board and the shareholders of the Company to the extent required under the Investment Company Act, the Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(e) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.
Appears in 1 contract
Sources: Investment Advisory Agreement (Audax Credit BDC Inc.)
Duties of the Adviser. (a) The Company hereby employs Except as otherwise provided in an Appendix, the Adviser to act as shall provide the investment adviser following services to the Company Manager.
(1) Where the Appendix specifies "investment advisory services" the Adviser shall furnish (as may be requested by the Manager) one or more of the following:
(i) recommendations concerning country and asset allocations for the Fund, factual information, research reports, including reports (written and oral), analyses, statistical information and advice concerning market trends;
(ii) investment recommendations regarding investment for the Fund, including advice concerning specific industries, companies, and securities to be purchased or sold by the Fund;
(iii) advice with respect to the derivative transactions to be engaged in by the Fund, both for hedging and non-hedging purposes; and
(iv) such other information as may be requested from time to time.
(2) Where the Appendix specifies "discretionary investment management services" the Adviser shall perform one or more of the following services in the manner requested by the Manager:
(i) manage the investment and reinvestment of the assets of the Company, subject to the supervision of the Board of Directors of the Company (the “Board”), for the period and upon the terms herein set forth, (i) Fund in accordance with the investment objectiveobjectives, policies and restrictions that are limitations set forth in the Company’s registration statement on Form N-2 (File No. 333-148734) initially filed on January 18relevant Appendix, 2008 (as and in that connection to review, supervise and administer continuously the same shall investment program of the Fund, to determine in the Adviser's discretion the securities to be amended from time purchased or sold and the portion of the Fund's assets to time, the “Registration Statement”); he held uninvested;
(ii) in accordance select and place orders for securities and other property constituting assets of the Fund with all other applicable federal and state lawsbrokers, rules and regulationsdealers, banks, and the Company’s charter and by-laws as the same shall be amended from time to time; and members of securities exchanges;
(iii) execute waivers, consents and other instruments with respect to securities and other assets of the Fund
(iv) endorse, transfer or deliver such securities and to participate in or consent to any plan of reorganization, merger, combination, consolidation, liquidation or similar plan with reference to securities
(v) exercise any voting right exercisable by a holder of any of the securities of the Fund;
(vi) send the Manager daily trade details upon confirming transactions with brokers, dealers, banks or members of securities exchanges;
(vii) maintain on behalf of the Manager the records regarding the Agent's activities specified in the relevant Appendix; and
(viii) render regular reports to the Manager concerning the Adviser's discharge of its obligations with respect to a Fund in accordance with the Investment Company Act. Without limiting requirements set forth in the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Company; (iii) close and monitor the Company’s investments; (iv) determine the securities and other assets that the Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act)relevant Appendix.
(b) The In executing transactions pursuant to sub-section (a)(2), the Adviser hereby accepts such employment and agrees during shall use its best efforts to obtain the term hereof to render the services described herein best execution for the compensation provided hereinFund, taking into account factors including, without limitation, price (including applicable brokerage commission and dealer spread), size of order, difficulty of execution, operational facilities of the firm involved, the provision of research and related services by the executing firm and the firm's risk in positioning a block of securities. Subject to the foregoing criteria, the Adviser may effect Fund transactions with any of its affiliated companies.
(c) The Adviser is hereby authorized shall not delegate its function, powers, discretion, privileges or duties under this section 2 to enter into one any person, firm or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which corporation without the Adviser may obtain the services prior written consent of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state lawManager.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(e) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.
Appears in 1 contract
Duties of the Adviser. (a) The Company hereby employs the Adviser to act as the investment adviser Subject to the Company overall supervision and to manage the investment and reinvestment of the assets of the Company, subject to the supervision review of the Board of Directors Trustees of the Company (the “Board”), the Adviser will regularly provide the Company with investment research, advice and supervision and will furnish continuously an investment program for the period and upon the terms herein set forthCompany, (i) in accordance consistent with the investment objectiveobjective and policies of the Company. The Adviser will determine from time to time what securities shall be purchased for the Company, policies what securities shall be held or sold by the Company and restrictions that are set forth in what portion of the Company’s assets shall be held uninvested as cash or in other liquid assets, subject always to the provisions of the Company’s Agreement and Declaration of Trust dated July 19, 2018, as amended from time to time (the “Declaration of Trust”), Bylaws, and its registration statement on Form N-2 under the Investment Company Act of 1940, as amended (File No. 333-148734the “1940 Act”) initially and under the Securities Act of 1933, as amended, covering the Company’s shares, as filed on January 18with the Securities and Exchange Commission (the “Commission”), 2008 (as any of the same shall may be amended from time to time, and to the “Registration Statement”); (ii) in accordance with all other applicable federal and state laws, rules and regulations, and investment objectives of the Company’s charter and by-laws , as each of the same shall be amended from time to time; time in effect, and (iii) subject, further, to such policies and instructions as the Board may from time to time establish. To carry out such determinations, the Adviser will exercise full discretion and act for the Company in accordance the same manner and with the Investment same force and effect as the Company Actitself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Company; (iii) perform due diligence on prospective portfolio companies; (iv) close and monitor the Company’s investments; (iv) determine the securities and other assets that the Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(e) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.
Appears in 1 contract
Sources: Investment Advisory Agreement (Tortoise Essential Assets Income Term Fund)
Duties of the Adviser. (a) The Company Corporation hereby employs the Adviser to act as the investment adviser to the Company Corporation and to manage the investment and reinvestment of the assets of the CompanyCorporation, subject to the supervision of the Board of Directors of the Company Corporation (the “Board”), for the period and upon the terms herein set forth, in accordance with,
(i) in accordance with the investment objectiveobjectives, policies and restrictions that are determined by the Corporation’s Board of Directors from time to time and disclosed to the Adviser, which objectives, policies and restrictions, as of the date of effectiveness of this Agreement, shall be those set forth in the CompanyCorporation’s registration statement Annual Report on Form N-2 10-K, filed with the Securities and Exchange Commission (File No. 333-148734) initially filed on January 18, 2008 (as the same shall be amended from time to time, the “Registration StatementSEC”); ) on February 12, 2019;
(ii) in accordance with the Investment Company Act and
(iii) all other applicable federal and state laws, rules and regulations, and the CompanyCorporation’s charter and by-laws as the same shall be amended from time to time; and (iii) in accordance with the Investment Company Actby‑laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, ,
(i) determine the composition of the portfolio of the CompanyCorporation, the nature and timing of the changes therein and the manner of implementing such changes; ;
(ii) identify, evaluate and negotiate the structure of the investments made by the Company; Corporation;
(iii) close and monitor the CompanyCorporation’s investments; ;
(iv) determine the securities and other assets that the Company Corporation will purchase, retain, or sell; ;
(v) perform due diligence on prospective portfolio companies; and and
(vi) provide the Company Corporation with such other investment advisory, research and related services as the Company Corporation may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the The Adviser shall have the power and authority on behalf of the Company Corporation to effectuate its investment decisions for the CompanyCorporation, including the execution and delivery of all documents relating to the CompanyCorporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the CompanyCorporation. In the event that the Company Corporation determines to acquire incur debt financing, the Adviser will arrange for such financing on the CompanyCorporation’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Company Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Subject to the requirements of the Investment Company Act, the Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunderproviding the investment advisory services required to be provided by the Adviser under Section 1(a) hereof. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the CompanyCorporation’s investment objective objectives and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the CompanyCorporation, subject to the oversight of the Adviser and the CompanyCorporation. The Company Adviser, and not the Corporation, shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law. Nothing in this subsection (c) will obligate the Adviser to pay any expenses that are the expenses of the Corporation under Section 2 hereof.
(d) The Adviser Adviser, and any Sub-Adviser, shall for all purposes herein provided each be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company Corporation in any way or otherwise be deemed an agent of the CompanyCorporation.
(e) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company Corporation and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the CompanyCorporation’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company Corporation are the property of the Company Corporation and will surrender promptly to the Company Corporation any such records upon the CompanyCorporation’s request, provided that the Adviser may retain a copy of such records.
Appears in 1 contract
Sources: Investment Advisory and Management Agreement (Ares Management Corp)
Duties of the Adviser. (a) The Company hereby employs the Adviser to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the supervision of the Board of Directors of the Company (the “Board”), for the period and upon the terms herein set forth, (ix) in accordance with the investment objective, policies and restrictions that are set forth in the Company’s registration statement on Form N-2 (File No. 333-148734) initially filed on January 18, 2008 (as the same shall be amended from time to time, the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “SEC”); (iiy) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter as may be amended from time to time (the “Charter”) and by-laws as the same shall be amended from time to time; and (iiiz) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, : (i) determine the composition and allocation of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Company; (iii) close execute, close, service and monitor the Company’s investments; (iv) determine the securities securities, loans and other assets that the Company will purchase, retain, or sell; (v) use reasonable endeavors to ensure that the Company’s investments consist mainly of shares, securities, loans or currencies (or derivative contracts relating thereto), which for the avoidance of doubt may include notes and other evidences of indebtedness (whether or not such investment are securities as defined under the Securities Act); (vi) perform due diligence on prospective portfolio companies; and (vivii) provide the Company with such other investment advisory, research research, and related services as the Company may, from time to time, reasonably require for the investment of its funds, including providing operating and managerial assistance to the Company and its portfolio companies as required. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary or appropriate for the Adviser to make investments on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(ed) The Subject to review by, and the overall control of, the Board, the Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably requestrequest or as may be required under applicable federal and state law, and shall make such records available for inspection by the Board and its authorized agents, at any time and from time to time during normal business hours. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s requestrequest and termination of this Agreement pursuant to Section 10, provided that the Adviser may retain a copy of such records.
e) The Adviser shall be primarily responsible for the execution of any trades in securities or loans in the Company’s portfolio and the Company’s allocation of brokerage commissions.
Appears in 1 contract
Sources: Investment Advisory Agreement (Owl Rock Capital Corp II)
Duties of the Adviser. (a) The Company hereby employs the Adviser to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the supervision of the Board of Directors of the Company (the “Board”), for the period and upon the terms herein set forth. In the performance of its duties, the Adviser shall at all times conform to, and act in accordance with, any requirements imposed by (i) the provisions of the Investment Company Act, and of any rules or regulations in accordance with force thereunder, subject to the terms of any exemptive order applicable to the Company; (ii) the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), if applicable; (iii) any other applicable provision of law; (iv) the provisions of the Articles of Incorporation (the “Charter”) and the Bylaws of the Company, each as amended and/or restated from time to time; (v) the investment objectiveobjectives, policies and restrictions that are applicable to the Company as set forth in the Company’s registration statement Registration Statement on Form N-2 10, first filed with the Securities and Exchange Commission (File No. 333-148734the “SEC”) initially filed on January 18May 6, 2008 2021 and amended on July 6, 2021 (as the same shall be amended from time to time, the “Registration Statement”); (ii) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws as the same shall they may be further amended from time to timetime by the Board upon written notice to the Adviser; and (iiivi) any other policies and determinations of the Board provided in accordance with writing to the Investment Company ActAdviser. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Company; (iii) close execute, monitor and monitor service the Company’s investments; (iv) determine the securities and other assets that the Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; (vi) vote, exercise consents and exercise all other rights appertaining to such securities and other assets on behalf of the Company; and (vivii) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(ed) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.
Appears in 1 contract
Sources: Investment Advisory and Management Agreement (Commonwealth Credit Partners BDC I, Inc.)
Duties of the Adviser. (a) The Company hereby employs Adviser will be responsible for managing the Adviser to act as relationship with Chinese regulatory authorities, including the investment adviser to Securities & Futures Commission of Hong Kong, the Company China Securities Regulatory Commission and to manage State Administration of Foreign Exchange. In this regard, among other things necessary and appropriate for the investment and reinvestment operation of the assets of Funds, Adviser shall be responsible for securing QFII and RQFII allocations for the CompanyFunds and additional quotas as needed on a timely basis.
(b) In addition, subject to supervision and oversight of the supervision of Manager and the Board of Directors of the Company Trustees (the “Board”), for the period Adviser shall manage all of the securities and upon other assets of the terms herein set forthFunds (the “Assets”), (i) including the purchase, retention and disposition of the Assets, in accordance with the Funds’ respective investment objectiveobjectives, policies and restrictions that are set forth as stated in each Fund’s prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the Company“Prospectus”), and subject to the following:
(i) The Adviser shall determine from time to time what Assets will be purchased, retained or sold by the Funds, and what portion of the Assets will be invested or held uninvested in cash.
(ii) In the performance of its duties and obligations under this Agreement, the Adviser shall act in conformity with the Trust’s registration statement on Form N-2 (File No. 333-148734) initially filed on January 18, 2008 Declaration of Trust (as the same shall defined herein), and By-Laws, each as may be modified, amended or supplemented from time to time, the “Registration Statement”); (ii) in accordance with all other applicable federal Prospectus, the instructions and state laws, rules and regulations, and the Company’s charter and by-laws as the same shall be amended from time to time; and (iii) in accordance with the Investment Company Act. Without limiting the generality directions of the foregoing, the Adviser shall, during the term Manager and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Company; (iii) close and monitor the Company’s investments; (iv) determine the securities and other assets that the Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power then-current terms and authority on behalf conditions of the Company to effectuate its investment decisions for the Company, including the execution exemptive and delivery of all documents relating no-action relief granted to the Company’s investments Trust, and the placing Trust’s policies and procedures. The Manager undertakes to provide the Adviser with copies or other written notice of orders for other purchase any amendments, modifications or sale transactions on behalf of the Companysupplements to any such above-mentioned documents. In the event that the Company determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight performance of its duties and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Company through a special purpose vehicleobligations under this Agreement, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (also comply in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance all material respects with the requirements of the Investment Company Act of 1940 (the “1940 Act”), the Advisers Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state lawlaws and regulations and Chinese laws and regulations, as each is amended from time to time.
(diii) The Adviser shall for all purposes herein provided be deemed determine the Assets to be an independent contractor andpurchased or sold by the Funds as provided in subparagraph (i) and will place orders with or through such persons, except brokers or dealers chosen by the Adviser to carry out the policy with respect to brokerage as expressly provided the Board or authorized hereinthe Manager may direct in writing from time to time, shall have no authority to act for or represent in conformity with all federal securities laws and applicable Chinese laws and regulations. The Adviser may open and maintain brokerage accounts of all types of behalf of and in the Company in any way or otherwise be deemed an agent name of the CompanyFunds. The Adviser may enter into standard customer agreements with brokers and direct payments of cash, cash equivalents and securities and other property into such brokerage accounts as the Adviser deems desirable and appropriate. Subject to the obtaining the best price and execution reasonably available and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Adviser is authorized to cause a Fund to pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Adviser has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to such Fund and to other funds or clients for which the Adviser exercises investment discretion. The Adviser is authorized to direct portfolio transactions to a broker that is an affiliated person of the Manager, Adviser or a Fund in accordance with such standards and procedures as may be approved by the Board in accordance with Rule 17e-1 under the 1940 Act, or other rules promulgated by the Securities and Exchange Commission (the “SEC”). The Adviser shall not divert any Fund’s portfolio securities transactions to a broker or dealer in consideration of such broker or dealer’s promotion or sales of shares of the Fund, any other series of the Trust, or any other registered investment company. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund(s) as well as other clients of the Adviser, the Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a fair and reasonable result and efficient execution. Allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner which the Adviser considers to be the most equitable and consistent with its fiduciary obligations to each Fund and to its other clients over time. The Manager agrees that the Adviser and its affiliates may give advice and take action in the performance of their duties with respect to any of their other clients that may differ from advice given, or the timing or nature of actions take, with respect to the relevant Fund. The Manager also acknowledges that the Adviser and its affiliates are fiduciaries to other entities, some of which have the same or similar investment objectives (and will hold the same or similar investments) as the Fund(s), and that the Adviser will carry out its duties hereunder together with its duties under such relationships.
(eiv) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to transactions involving the Company’s portfolio transactions Assets required by Rule 31a-1 under the 1940 Act and preserve such records for the periods prescribed by Rule 31a-2 under the 1940 Act. The Adviser shall render timely furnish to the Board such periodic Manager all information needed by the Manager to keep the other books and special reports as records of the Board may reasonably requestFund required by Rule 31a-1 under the 1940 Act. The Adviser agrees that all records that it maintains for the Company on behalf of a Fund are the property of the Company Fund and the Adviser will surrender promptly to the Company Fund any of such records upon the CompanyFund’s request; provided, provided however, that the Adviser may retain a copy of such records.
(v) The Adviser shall provide the relevant Fund’s custodian on each business day with information relating to all transactions concerning the Assets and shall provide the Manager with such information upon request of the Manager and shall otherwise cooperate with and provide reasonable assistance to the Manager, the Trust’s administrator, the Trust’s custodian and foreign custodians, the Trust’s transfer agent and pricing agents and all other agents and representatives of the Trust, The Adviser shall not hold, or have custody of, any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser. The Adviser will also provide the Manager with such compliance reports and certifications relating to its duties under this Agreement and the federal securities laws or Chinese laws or regulations as may be reasonably requested.
(vi) To the extent applicable to China A Shares, the Adviser shall, when explicitly directed by the Manager or the Board and consistent with the best interests of each Fund, be responsible for exercising (or not exercising in its discretion) all rights of security holders with respect to securities held by each Fund, including but not limited to: reviewing proxy solicitation materials, voting and handling proxies and converting, tendering exchanging or redeeming securities. The Adviser shall report to the Manager in a timely manner a record of all proxies voted, in such form and format that complies with acceptable federal statutes and regulations (e.g., requirements of Form N-PX), including a record of all proxies not voted and/or voted inconsistently with Adviser’s proxy voting guidelines. The Adviser shall certify at least annually or more often as may reasonably be requested by the Manager, as to the compliance of its proxy voting policies and procedures with applicable federal statutes and regulations.
(vii) The Adviser shall maintain books and records with respect to the Funds’ investment transactions and keep the Manager fully informed on an ongoing basis of all material facts concerning the Adviser and its key investment personnel providing services to the Funds. The Adviser shall furnish to the Manager or the Board regular, periodic and special reports, balance sheets or financial information, and such other information with regard to its affairs as the Manager or Board may reasonably request; and the Adviser will attend meetings with the Manager and/or the Board, as reasonably requested, to discuss the foregoing. Upon the request of the Manager, the Adviser shall also furnish to the Manager any other information relating to the Assets that is required to be filed by the Manager or the Trust with the SEC or sent to shareholders under the 1940 Act (including the rules adopted thereunder) or any exemptive or other relief from the SEC on which the Manager, the Trust or a Fund relies.
(viii) The Adviser shall monitor the Assets owned by the Fund(s) and, in accordance with procedures established by the Board, as amended from time to time, and in conjunction with the Manager, promptly notify the Manager and the Trust’s Fund Accounting Agent of Assets that the Adviser believes should be fair valued in accordance with the Trust’s Valuation Procedures. The Adviser will provide reasonable assistance in determining the fair value of the Assets, as necessary, and use reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Adviser for which market prices are not readily available, it being understood that the Adviser will not be responsible for determining the value of any such security.
Appears in 1 contract
Duties of the Adviser. (a) The Company hereby employs the Adviser to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets of the Companyshall, subject to the supervision of direction and control by the Company’s Board of Directors of the Company (the “Board”), for the period and upon the terms herein set forthDirectors, (i) in accordance regularly provide investment advice and recommendations to the Company with the investment objective, policies and restrictions that are set forth in respect to the Company’s registration statement on Form N-2 (File No. 333-148734) initially filed on January 18investments, 2008 (as investment policies and the same shall be amended from time to timepurchase, the “Registration Statement”)sale or other disposition of securities and other investments; (ii) in accordance with all other applicable federal supervise and state laws, rules and regulations, and monitor continuously the Company’s charter and by-laws as the same shall be amended from time to time; and (iii) in accordance with the Investment Company Act. Without limiting the generality investment program of the foregoing, the Adviser shall, during the term Company and subject to the provisions of this Agreement, (i) determine the composition of the its portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the determine what securities or other investments made shall be purchased or sold by the Company; (iii) close arrange, subject to the provisions of Section 7 hereof, for the purchase of securities and monitor other investments for the Company and the sale of securities and other investments held in the portfolio of the Company; and (iv) provide reports on the foregoing to the Board of Directors at each Board meeting. Unless the Company’s investments; (iv) determine Board of Directors or a designee thereof gives the securities and other assets that the Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds. Subject Adviser written instructions to the supervision of the Boardcontrary, the Adviser shall have use its good faith judgment in a manner which it reasonably believes best serves the power interests of the Company and authority the Fund to vote or abstain from voting all proxies solicited by or with respect to the issuers of investments in which assets of the Company are invested. The Company shall instruct the Company’s custodian, administrator and other appropriate parties providing services to the Company to promptly forward proxy statements to the Adviser. The Adviser shall provide the Company or its designee in a timely manner with such records of its proxy voting on behalf of the Company as necessary for the Fund to effectuate comply with the requirements of Form N-PX or any successor law, rule, regulation or Commission position. The Adviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Company, including, without limitation, to file proofs of claim or other documents related to such proceedings (the “Litigation”), or to investigate, initiate, supervise, or monitor the Litigation involving Fund assets, and the Company acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Adviser agrees that it shall provide the Company and/or its designee with any and all documentation or information relating to the Litigation as may reasonably be requested by them. The Company does hereby appoint the Adviser as its agent in fact with full authority to buy, sell or otherwise effect investment decisions transactions involving the assets in its name and for the Company’s portfolio, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financingwithout limitation, the Adviser will arrange for such financing power to execute swaps, futures, options and other agreements with counterparties on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary for behalf as the Adviser deems appropriate from time to make investments on behalf of time in order to carry out the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act)Adviser’s responsibilities hereunder.
(b) The Adviser hereby accepts shall provide to the Company such employment and agrees during the term hereof to render the services described herein reports for the compensation provided herein.Company, the Fund, and MassMutual, and in monthly, quarterly or annual time frames, as the Company shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A.
(c) The Adviser is hereby authorized Provided that the Company shall not be required to enter into one or more sub-advisory agreements with pay any compensation other investment advisers (eachthan as provided by the terms of this Agreement and subject to the provisions of Section 7 hereof, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) investment information, research or assistance from any other person, firm or corporation to assist the Adviser in fulfilling supplement, update or otherwise improve its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state lawmanagement services.
(d) The Adviser Provided that nothing herein shall for all purposes herein provided be deemed to protect the Adviser from acts or omissions in breach of this Agreement or from willful misfeasance of its duties, bad faith or gross negligence in the performance of its duties, or reckless disregard to its obligations and duties under this Agreement, the Adviser shall not be an independent contractor and, except as expressly provided or authorized herein, shall have no authority liable to act for or represent the Company in or any way or otherwise be deemed an agent shareholder of the CompanyCompany for any loss sustained by reason of good faith errors or omissions in connection with any business judgment, investment decision, service to be rendered or other matters to which this Agreement relates.
(e) The To the extent that the disclosure of such information would not violate any applicable laws or regulations, the Adviser shall keep make all material disclosures to the Company, the Fund, and preserve for MassMutual regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the period required foregoing, including, but not limited to, information regarding any change in control of the Adviser or any change in its key personnel that could materially affect the services provided by the Investment Company Act any books and records relevant Adviser to the provision Company hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Adviser or any person who controls the Adviser, information regarding the investment performance and general investment methods of the Adviser or its investment advisory services principals and affiliates relating to the Company and shall specifically maintain all books and records in accordance with Section 31(a) the investment performance of the Investment Adviser or its principals and affiliates relating to other clients with the same or similar investment strategies as the Company Act (subject to applicable restrictions on the release of client confidential information), information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization that would have a material adverse effect on the services performed by the Adviser hereunder with respect to the Company’s portfolio transactions and shall render , information that the Company, upon prior written request, reasonably deems material to the Board such periodic and special reports as Company or the Fund or necessary to enable the Board may reasonably requestof Directors or officers of the Company, the Board of Trustees of the Fund or MassMutual to monitor the performance of the Adviser and information that is required, in the reasonable judgment of the Company, the Fund, or MassMutual and upon prior written request by the Company, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order.
(f) The Adviser shall provide the Company and MassMutual, upon reasonable prior written request by the Company, with access to inspect at the Adviser’s office during normal business hours the books and records of the Adviser relating to the Company and the Adviser’s performance hereunder and such other books and records of the Adviser as are necessary to confirm that the Adviser has complied with its obligations and duties under this Agreement. The Adviser agrees that all records that which it maintains for the Company are the property of the Company and the Adviser will promptly surrender promptly to the Company any of such records or copies thereof upon the Company’s request.
(g) The Adviser makes no representations or warranty, provided express or implied, that any level of performance or investment results will be achieved by the Company or that the Company will perform comparably with any standard or index, including any other clients of the Adviser, whether public or private.
(h) In accordance with Rule 17a-10 under the Act and any other applicable law, the Adviser shall not consult with any other adviser to the Company or any other adviser or sub-adviser to any other portfolio of the Company or to any other investment company or investment company series for which MassMutual serves as investment adviser concerning transactions for the Company in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act.
(i) The Adviser may retain perform its services through any employee, officer or agent of the Adviser, and the Company shall not be entitled to the advice, recommendation or judgment of any specific person; provided, however, that the persons identified in the Disclosure Documents in respect of the Fund shall perform the portfolio management duties described herein in respect of the Company until the Adviser notifies the Company and MassMutual that one or more other employees, officers or agents of the Adviser, identified in such notice, shall assume such duties as of a copy specific date. The Adviser shall use commercially reasonable efforts to inform the Company and MassMutual of any such recordsevents enough time prior to the event taking effect such that allows sufficient time to prepare and file any necessary supplement(s) to the Disclosure Documents. The Adviser will perform its obligations hereunder in accordance with the compliance policies and procedures of the Fund notified to it from time to time by MassMutual, investment adviser to the Fund, as if they applied directly to the Company, with such changes as may be agreed by the Company and the Adviser to take into account that the Fund and the Company are separate entities.
Appears in 1 contract
Sources: Investment Advisory Agreement (Massmutual Select Funds)
Duties of the Adviser. (a) The Company hereby employs the Adviser to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the supervision of the Board of Directors of the Company (the “Board”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Company’s registration statement Registration Statement on Form N-2 (File No. 333-148734) initially N-2, as filed with the Securities and Exchange Commission on January 18June __, 2008 (2011, and as the same shall be amended from time to timetime (as amended, the “Registration Statement”); (ii) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws as the same shall be amended from time to timelaws; and (iii) in accordance with the Investment Company Act, subsequent to the time the Company becomes a BDC. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, Agreement (iA) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (iiB) identify, evaluate and negotiate the structure of the investments made by the Company; (iiiC) close close, monitor and monitor service the Company’s investments, including having its representatives sit on portfolio company boards and participating in the management of the Company’s investments as needed; (ivD) determine the securities and other assets that the Company will shall purchase, retain, or sell; (vE) perform due diligence on prospective portfolio companies; and (viF) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its fundscapital. Subject to the supervision of the Board, the The Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire use debt financing, the Adviser will shall arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Company’s Board. If it is necessary for the Adviser to make investments on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Adviser and not the Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.
(d) The Adviser shall shall, for all purposes herein provided provided, be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(e) The Subject to review by and the overall control of the Board of the Company, the Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Company’s Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will shall surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.
(f) The Adviser shall have a fiduciary responsibility and duty to the Company and to the stockholders for the safekeeping and use of all the funds and assets of the Company, whether or not in the Adviser’s immediate possession or control, and that the Adviser shall not employ, or permit another to employ, such funds or assets except for the exclusive benefit of the Company. Nothing herein shall be construed to mean that the power of direction of the Adviser or the exercise of such power by any person shall cause such person to have duties, including fiduciary duties, or liabilities relating thereto to the Company or any stockholder.
Appears in 1 contract
Sources: Investment Adviser Agreement (Triton Pacific Investment Corporation, Inc.)
Duties of the Adviser. (a) The Company hereby employs the Adviser to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the supervision of the Board of Directors of the Company (the “Board”)Company, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Company’s registration statement Registration Statement on Form N-2 (File No. 333-148734) initially S-11, filed on January 18June 11, 2008 (2003, as the same shall be amended from time to timetime (as amended, the “Registration Statement”); ) and (ii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws as the same shall be amended from time to time; and (iii) in accordance with the Investment Company Actlaws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Company; (iii) close and monitor the Company’s investments; (iv) determine the real property, securities and other assets that the Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the The Adviser shall have the discretion, power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the BoardCompany’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act)vehicle.
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company Adviser, and not the Company, shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(e) The Adviser shall keep and preserve for the a reasonable period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Company’s Board of Directors such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.
(f) The Adviser has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Federal Securities laws by the Adviser. The Adviser has provided the Company, and shall provide the Company at such times in the future as the Company shall reasonably request, with a copy of such policies and procedures.
Appears in 1 contract
Sources: Investment Advisory Agreement (Gladstone Commercial Corp)
Duties of the Adviser. The Fund employs the Adviser:
(a) The Company hereby employs the Adviser to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets assets;
(b) to hire, and thereafter supervise the investment activities of, one or more sub-advisers deemed necessary to carry out the investment program of any Portfolios of the CompanyFund, pursuant to a written sub-advisory agreement and subject to approval by:
(i) the Fund's Board of Directors;
(ii) the vote of a majority of Directors, who are not parties to such sub-advisory agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval; and
(iii) except as otherwise permitted under the terms of any exemptive relief obtained from the Securities and Exchange Commission (the "SEC"), or by rule or regulation, a majority of the outstanding voting securities of any affected Portfolio(s); 2
(c) to continuously review, supervise and (except where delegated to a sub-adviser) administer the investment program of the Portfolios;
(d) to determine in its discretion (except where delegated to a sub-adviser) the securities to be purchased or sold;
(e) to provide the administrator of the Fund (the "Administrator") and the Fund with records concerning the Adviser's activities which the Fund is required to maintain; and
(f) to render regular reports to the Administrator and to the Fund's officers and Directors concerning the Adviser's discharge of the foregoing responsibilities. The retention of a sub-adviser by the Adviser shall not relieve the Adviser of its responsibilities under this Agreement. The Adviser shall discharge the foregoing responsibilities subject to the supervision control of the Board of Directors of the Company (Fund and in compliance with such policies as the “Board”)Directors may from time to time establish, for the period and upon the terms herein set forth, (i) in accordance compliance with the investment objectiveobjectives, policies policies, and restrictions that are for each such Portfolio set forth in the Company’s registration Fund's prospectus and statement on Form N-2 (File No. 333-148734) initially filed on January 18of additional information, 2008 (as the same shall be amended from time to timetime (referred to collectively as the "Prospectus"), the “Registration Statement”); (ii) in accordance with all other and applicable federal and state laws, rules laws and regulations, and . The Fund will furnish the Company’s charter and by-laws as the same shall be amended Adviser from time to time; and (iii) in accordance time with the Investment Company Act. Without limiting the generality copies of the foregoing, the Adviser shall, during the term and subject all amendments or supplements to the provisions of this AgreementProspectus, (i) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Company; (iii) close and monitor the Company’s investments; (iv) determine the securities and other assets that the Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its fundsif any. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment and agrees during the term hereof agrees, at its own expense, to render the services described herein for the compensation provided herein.
(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(e) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services and to furnish, for the Company and shall specifically maintain all books and records in accordance with Section 31(a) use of the Investment Company Act with respect to Fund, office space and all necessary office facilities, equipment and personnel (including any sub-advisers) for servicing the Company’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property investments of the Company Fund, maintaining its organization and will surrender promptly assisting in providing shareholder communications and information services and to permit any of its officers and employees to serve, without compensation, as Directors or officers of the Company any Fund if elected to such records upon the Company’s request, provided that the Adviser may retain a copy of such recordspositions.
Appears in 1 contract
Duties of the Adviser. (a) The Company Corporation hereby employs the Adviser to act as the investment adviser to the Company Corporation and to manage the investment and reinvestment of the assets of the CompanyCorporation, subject to the supervision of the Board of Directors of the Company (the “Board”)Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the CompanyCorporation’s registration statement Registration Statement on Form N-2 N-2, as filed with the Securities and Exchange Commission on March 22, 2007, and as amended on , (File No. 333-148734) initially filed such Registration Statement at the time it was declared effective on January 18, 2008 (as the same shall be amended from time to time, the “Registration Statement”); (ii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the CompanyCorporation’s charter and by-laws as the same shall be amended from time to timelaws; and (iii) in accordance with the Investment Company Act, subsequent to the time the Corporation becomes a BDC. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the CompanyCorporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the CompanyCorporation; (iii) close close, monitor and monitor service the CompanyCorporation’s investments; (iv) determine the securities and other assets that the Company Corporation will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Company Corporation with such other investment advisory, research and related services as the Company Corporation may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the The Adviser shall have the power and authority on behalf of the Company Corporation to effectuate its investment decisions for the CompanyCorporation, including the execution and delivery of all documents relating to the CompanyCorporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the CompanyCorporation. In the event that the Company Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the CompanyCorporation’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf Corporation’s Board of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act)Directors.
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the CompanyCorporation’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the CompanyCorporation, subject to the oversight of the Adviser and the CompanyCorporation. The Company Adviser and not the Corporation shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company Corporation in any way or otherwise be deemed an agent of the CompanyCorporation.
(e) The Subject to review by and the overall control of the Board of Directors of the Corporation, the Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company Corporation and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the CompanyCorporation’s portfolio transactions and shall render to the Corporation’s Board of Directors such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company Corporation are the property of the Company Corporation and will surrender promptly to the Company Corporation any such records upon the CompanyCorporation’s request, provided that the Adviser may retain a copy of such records.
Appears in 1 contract
Sources: Investment Advisory Agreement (Iron Leaf Capital CORP)
Duties of the Adviser. (a) The Company hereby employs A. Subject to the general supervision and control of the Trustees of the Trust and under the terms and conditions set forth in this Agreement, the Trust acknowledges and agrees that it is contemplated that Adviser to act as will manage the investment adviser operations and composition of each and every Fund of the Trust and render investment advice for each Fund, including the purchase, retention, and disposition of the investments, securities and cash contained in each Fund, in accordance with each Fund's investment objectives, policies and restrictions as stated in the Trust's Amended and Restated Agreement and Declaration of Trust, By-Laws, and such Fund's prospectus and statement of additional information ("SAI"), as is from time to the Company time in effect; provided, however, that Adviser may, at its own expense, select and engage one or more investment managers ("Managers") to manage the investment operations and reinvestment composition of any Fund of the assets Trust and render investment advice for such Fund, including the purchase, retention, and disposition of the Companyinvestments, subject to the supervision of the Board of Directors of the Company (the “Board”)securities and cash contained in each Fund, for the period and upon the terms herein set forth, (i) in accordance with the each Fund's investment objectiveobjectives, policies and restrictions that are set forth as stated in the Company’s registration Trust's Amended and Restated Agreement and Declaration of Trust, By-Laws, and such Fund's prospectus and statement on Form N-2 of additional information (File No"SAI"), as is from time to time in effect. 333-148734) initially filed on January 18, 2008 (as the same The Adviser's engagement of any such Manager shall be amended pursuant to a contract with each such Manager (an "Advisory Agreement") which shall be in compliance with and approved as required by the Investment Company Act or in accordance with exemptive relief granted by the Securities and Exchange Commission ("SEC") under the Investment Company Act.
B. Subject always to the direction and control of the Trustees of the Trust and the requirements of the Investment Company Act, Adviser will have (i) overall supervisory responsibility for the general management and investment of each Fund's assets; (ii) full discretion to select new or additional Managers for each Fund; (iii) full discretion to enter into and materially modify existing Advisory Agreements with Managers; (iv) full discretion to terminate and replace any Manager; and (v) full investment discretion to make all determinations with respect to the investment of a Fund's assets not then managed by a Manager. In connection with Adviser's responsibilities herein, Adviser will assess each Fund's investment focus and will seek to implement decisions with respect to the allocation and reallocation of each Fund's assets among the Adviser or one or more current or additional Managers from time to time, as the “Registration Statement”); Adviser deems appropriate, to enable each Fund to achieve its investment goals. In addition, Adviser will monitor compliance of the Adviser and each Manager with the investment objectives, policies and restrictions of any Fund or Funds (iior portions of any Fund) in accordance with all other applicable federal and state laws, rules and regulationsunder the management of such Manager, and review and report to the Company’s charter and by-laws Trustees of the Trust on the performance of each Manager. Adviser will furnish, or cause the appropriate Manager(s) to furnish, to the Trust such statistical information, with respect to the investments that a Fund (or portions of any Fund) may hold or contemplate purchasing, as the same shall be amended from time Trust may reasonably request. On Adviser's own initiative, Adviser will apprise, or cause the appropriate Manager(s) to time; and (iii) in accordance with the Investment Company Act. Without limiting the generality of the foregoingapprise, the Adviser shall, during Trust of important developments materially affecting each Fund (or any portion of a Fund that they advise) and will furnish the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Company; (iii) close and monitor the Company’s investments; (iv) determine the securities and other assets that the Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Company with such other investment advisory, research and related services as the Company mayTrust, from time to time, reasonably require with such information as may be appropriate for this purpose. Further, Adviser agrees to furnish, or cause the investment of its funds. Subject appropriate Manager(s) to furnish, to the supervision Trustees of the Board, the Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(e) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Board Trust such periodic and special reports as the Board Trustees of the Trust may reasonably request. The In addition, Adviser agrees that to cause the appropriate Manager(s) to furnish to third-party data reporting services all records that it maintains for the Company are the property of the Company currently available standardized performance information and other customary data.
C. Adviser will surrender promptly also furnish to the Company any such records upon Trust, at its own expense and without remuneration from or other cost to the Company’s requestTrust, provided that the Adviser may retain a copy of such records.following:
Appears in 1 contract
Duties of the Adviser. (a) The Company hereby employs retains the Adviser to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the supervision of the Board of Directors of the Company (the “Board”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Company’s registration statement on Form N-2 (File No. 333-148734173318) initially filed on January 18April 5, 2008 2011 (as the same shall be amended from time to time, ) (the “Company’s Registration Statement”); (ii) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws as the same shall be amended from time to time; and (iii) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Company; (iii) close and monitor the Company’s investments; (iv) determine the securities and other assets that the Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment retention as investment adviser and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(e) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.
Appears in 1 contract
Sources: Investment Advisory Management Agreement (Churchill Financial BDC Inc.)
Duties of the Adviser. (a) The Company hereby employs the Adviser to act as the investment adviser Subject to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the general supervision of the Board of Directors Trustees of the Company Fund, the Adviser shall administer the Fund's corporate affairs and, in connection therewith, shall furnish the Fund with office facilities and with clerical, bookkeeping and recordkeeping services at such office facilities and shall, employing its discretion, manage the investment operations of the Fund and the composition of the portfolio of securities and investments (including cash) belonging to the “Board”)Fund, for including the period purchase, retention and upon disposition thereof and the terms herein set forthexecution of agreements relating thereto, (i) in accordance with the investment objective, policies and restrictions that are set forth of the Fund as stated in the Company’s registration statement on Form N-2 (File No. 333-148734) initially filed on January 18, 2008 Prospectus (as the same shall be amended from time to timedefined in paragraph 3(f) of this Agreement), the “Registration Statement”Statement (as defined in paragraph 3(d) of this Agreement); (ii) in accordance with all other applicable federal , Agreement and state lawsDeclaration of Trust, rules Certificate of Trust and regulations, and the Company’s charter and byBy-laws as the same shall be amended from time to time; and (iii) in accordance with the Investment Company Act. Without limiting the generality Laws of the foregoing, the Adviser shall, during the term Fund and subject to the provisions of this Agreement, following understandings:
(ia) The Adviser shall furnish a continuous investment program for the Fund and determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Company; (iii) close and monitor the Company’s investments; (iv) determine the securities and other assets that the Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Company with such other investment advisory, research and related services as the Company may, from time to timetime what investments or securities will be purchased, reasonably require for retained or sold by the investment of its funds. Subject to the supervision Fund, and what portion of the Board, the Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase assets will be invested or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act)held uninvested as cash.
(b) The Adviser hereby accepts such employment and agrees during shall use its best judgment in the term hereof to render the services described herein for the compensation provided hereinperformance of its duties under this Agreement.
(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuringthe performance of its duties and obligations under this Agreement, negotiatingshall act in conformity with the Agreement and Declaration of Trust, arranging or effecting the acquisition or disposition Certificate of such investments Trust, the By-Laws and monitoring investments on behalf Prospectus of the Company, subject to Fund and with the oversight instructions and directions of the Adviser Board of Trustees of the Fund and the Company. The Company shall be responsible for any compensation payable will conform to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance and comply with the requirements of the Investment Company Act of 1940, as amended from time to time, and the rules and regulations of the Securities and Exchange Commission thereunder (collectively, the "1940 Act") and all other applicable federal Federal and state lawlaws and regulations, including without limitation the provisions of the Internal Revenue Code, as amended from time to time, applicable to the Fund as a regulated investment company.
(d) The Adviser shall for all purposes herein provided be deemed determine the securities and other investments to be an independent contractor purchased or sold by the Fund and, except as expressly agent for the Fund, will effect transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities. In placing orders with brokers and/or dealers the Adviser will comply with such policies with respect to brokerage as are set forth in the Fund's Registration Statement and Prospectus or as the Fund's Board of Trustees may adopt from time to time. In providing the Fund with investment supervision, it is recognized that the Adviser will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the Adviser may consider the financial responsibility, research and investment information and other services provided by brokers, dealers or authorized herein, shall have no authority futures commission merchants who may effect or be a party to act for any such transaction or represent the Company in any way or otherwise be deemed an agent other transactions to which other clients of the CompanyAdviser may be a party. It is understood that ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLC may be used as principal broker for securities transactions but that no formula has been adopted for allocation of the Fund's investment transaction business. The Adviser is authorized to direct portfolio transactions to a broker-dealer which is an affiliated person of the Adviser or the Fund in accordance with such standards and procedures as may be approved by the Board in accordance with the 1940 Act Rule 17e-1, or other rules promulgated by the Securities and Exchange Commission. It is also understood that it is desirable for the Fund that the Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers or futures commission merchants and that such brokers may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers or futures commission merchants on the basis of seeking the most favorable price and efficient execution. Therefore, the Adviser is authorized to pay higher brokerage commissions for the purchase and sale of securities and futures contracts for the Fund to brokers or futures commission merchants who provide such research and analysis, subject to review by the Fund's Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such broker or futures commission merchant may be useful to the Adviser in connection with its services to other clients. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other customers, the Adviser may, to the extent permitted by applicable laws and regulations, but shall not be obligated to, aggregate the securities to be sold or purchased in order to obtain the best price and execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in a manner it considers to be equitable and consistent with its fiduciary obligations to the Fund and, if applicable, to such other customers.
(e) The Adviser shall keep and preserve for the period required by the Investment Company Act any maintain books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions of the Fund and shall render to the Fund's Board of Trustees such periodic and special reports as the Board of Trustees may reasonably request.
(f) The Adviser shall be responsible for the financial and accounting records to be maintained by the Fund (including those being maintained by the Fund's custodian).
(g) The Adviser shall provide the Fund's custodian and administrator on each business day with information relating to all transactions concerning the assets of the Fund, except redemptions of and any subscriptions for Fund Shares, and will provide on a timely basis to the Fund's administrator and other persons providing services to the Fund such information as the administrator or such other persons may reasonably request in connection with the performance of their respective duties and obligations with respect to the Fund.
(h) The Adviser will report to the Board of Trustees of the Fund at each meeting thereof all changes in the investments and other assets of the Fund since the prior report, and will keep the Board of Trustees informed of material developments affecting the Fund and the Adviser, and on its own initiative, will furnish the Board of Trustees from time to time with such information as the Adviser may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in the Fund's holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which the Fund maintains investments. The Adviser also will furnish the Board of Trustees with such statistical and analytical information with respect to securities and other investments of the Fund as the Adviser may believe appropriate or as the Board of Trustees may reasonably request. The Adviser agrees that shall prepare and furnish to the Board of Trustees all records that it maintains for the Company are the property such other written materials and documents as may be requested or as may otherwise be necessary or appropriate in connection with meetings of the Company and will surrender promptly to Board of Trustees, and, if the Company any such records upon Secretary of the Company’s requestFund is an officer, provided that director, or employee of the Adviser or any of its affiliated persons, the Adviser shall cause to be prepared and shall bear the costs of preparing and keeping the minutes of the meetings of the Board of Trustees and committees thereof and of meetings of the stockholders of the Fund.
(i) The Adviser shall furnish such office and other facilities as may retain a copy of such recordsbe required by the Fund.
Appears in 1 contract
Duties of the Adviser. (a) The Company hereby employs appoints the Adviser to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the supervision of the Board of Directors Trustees of the Company (the “Board”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Company’s reports and/or registration statement on Form N-2 statements that the Company files with the Securities and Exchange Commission (File No. 333-148734the “SEC”) initially filed on January 18, 2008 (as the same shall be amended from time to time, the “Registration Statement”); (ii) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter declaration of trust (the “Declaration of Trust”) and by-laws as the same shall be amended from time to timelaws; and (iii) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, :
(iA) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; ;
(iiB) identify, evaluate and negotiate the structure of the investments made by the Company; ;
(iiiC) close execute, close, monitor and monitor service the Company’s investments; ;
(ivD) determine the securities and other assets that the Company will purchase, retain, or sell; ;
(vE) perform due diligence on prospective portfolio companies; and and
(viF) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds. Subject .
(G) The Adviser shall, upon request by an official or agency administering the securities laws of a state (a “State Administrator”), submit to such State Administrator the reports and statements required to be distributed to the supervision Company’s shareholders pursuant to this Agreement, any registration statement filed with the SEC and applicable federal and state law.
(H) The Adviser has a fiduciary responsibility and duty to the Company for the safekeeping and use of all the funds and assets of the BoardCompany, whether or not in the Adviser’s immediate possession or control. The Adviser shall not employ, or permit another to employ, such funds or assets except for the exclusive benefit of the Company. The Adviser shall not contract away any fiduciary obligation owed by the Adviser to the Company’s shareholders under common law.
(b) The Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the negotiation, execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financingThe Adviser is hereby authorized, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Company through a special purpose vehicleand at the direction of the Board pursuant to delegated authority, to possess, transfer, mortgage, pledge or otherwise deal in, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, the Adviser shall have authority Company’s investments and other property and funds held or owned by the Company, including, without limitation, exercising and enforcing rights with respect to create or arrange for the creation of such special purpose vehicle and any claims relating to make such investments through such special purpose vehicle (in accordance and other property and funds, including with the Investment Company Act)respect to litigation, bankruptcy or other reorganization.
(bc) The Adviser hereby accepts such employment appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(cd) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company Adviser, and not the Company, shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.
(de) The Adviser shall shall, for all purposes herein provided provided, be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(ef) The Subject to review by and the overall control of the Board, the Adviser shall keep and preserve preserve, in the manner and for the period required by the Investment Company Act Act, any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will shall surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.
Appears in 1 contract
Sources: Investment Advisory Agreement (Oaktree Strategic Credit Fund)
Duties of the Adviser. (a) The Company hereby employs Except as otherwise provided in an Appendix, the Adviser to act as shall provide the investment adviser following services to the Company Manager.
(1) Where the Appendix specifies "investment advisory services" the Adviser shall furnish (as may be requested by the Manager) one or more of the following:
(i) recommendations concerning country and asset allocations for the Portfolio, factual information, research reports, including reports (written and oral), analyses, statistical information and advice concerning market trends;
(ii) investment recommendations regarding investment for the Portfolio, including advice concerning specific industries, companies and securities to be purchased or sold by the Portfolio;
(iii) advice with respect to the derivative transactions to be engaged in by the Portfolio, both for hedging and non-hedging purposes; and
(iv) such other information as may be requested from time to time.
(2) Where the Appendix specifies "discretionary investment management services" the Adviser shall perform one or more of the following services in the manner requested by the Manager:
(i) manage the investment and reinvestment of the assets of the Company, subject to the supervision of the Board of Directors of the Company (the “Board”), for the period and upon the terms herein set forth, (i) Portfolio in accordance with the investment objectiveobjectives, policies and restrictions that are limitations set forth in the Company’s registration statement on Form N-2 (File No. 333-148734) initially filed on January 18relevant Appendix, 2008 (as and in that connection to review, supervise and administer continuously the same shall investment program of the Portfolio, to determine in the Adviser `s discretion the securities to be amended from time purchased or sold and the portion of the Portfolio's assets to time, the “Registration Statement”); be held uninvested;
(ii) in accordance select and place orders for securities and other property constituting assets of the Portfolio with all other applicable federal brokers, dealers, banks and state laws, rules and regulations, and the Company’s charter and by-laws as the same shall be amended from time to time; and members of securities exchanges;
(iii) execute waivers, consents and other instruments with respect to securities and other assets of the Portfolio
(iv) endorse, transfer or deliver such securities and to participate in or consent to any plan of reorganization, merger, combination, consolidation, liquidation or similar plan with reference to securities;
(v) exercise any voting right exercisable by a holder of any of the securities of the Portfolio;
(vi) send the Manager daily trade details upon confirming transactions with brokers, dealers, banks or members of securities exchanges;
(vii) maintain on behalf of the Manager the records regarding the Agent's activities specified in the relevant Appendix; and
(viii) render regular reports to the Manager concerning the Adviser's discharge of its obligations with respect to a Portfolio in accordance with the Investment Company Act. Without limiting requirements set forth in the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Company; (iii) close and monitor the Company’s investments; (iv) determine the securities and other assets that the Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act)relevant Appendix.
(b) The In executing transactions pursuant to sub-section (a)(2), the Adviser hereby accepts such employment and agrees during shall use its best efforts to obtain the term hereof to render the services described herein best execution for the compensation provided hereinPortfolio, taking into account factors including, without limitation, price (including applicable brokerage commission and dealer spread), size of order, difficulty of execution, operational facilities of the firm involved, the provision of research and related services by the executing firm and the firm's risk in positioning a block of securities. Subject to the foregoing criteria, the Adviser may effect portfolio transactions with any of its affiliated companies.
(c) The Adviser is hereby authorized shall not delegate its functions, powers, discretion, privileges or duties under this section 2 to enter into one any person, firm or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which corporation without the Adviser may obtain the services prior written consent of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state lawManager.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(e) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.
Appears in 1 contract
Sources: Services Agreement (Morgan Stanley Dean Witter Asia Pacific Fund Inc)
Duties of the Adviser. (a) The Company hereby Trust employs the Adviser to act as the investment adviser to the Company and generally to manage the investment and reinvestment of the assets of the CompanyFunds. In so doing, the Adviser may hire one or more sub-advisers for each Fund to carry out the investment program of the Fund(s) (subject to the supervision of the Board of Directors of the Company (the “Board”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Company’s registration statement on Form N-2 (File No. 333-148734) initially filed on January 18, 2008 (as the same shall be amended from time to time, the “Registration Statement”); (ii) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws as the same shall be amended from time to time; and (iii) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Company; (iii) close and monitor the Company’s investments; (iv) determine the securities and other assets that the Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary for Trust's Board of Trustees and, except as otherwise permitted under the terms of any exemptive relief obtained by the Adviser to make investments on behalf from the U.S. Securities and Exchange Commission, or by rule or regulation, a majority of the Company through a special purpose vehicle, outstanding voting securities of any affected Fund(s)). To the extent that the Adviser shall have authority to create or arrange for does hire any sub-adviser, it will thereafter continuously review, supervise and (where appropriate) administer the creation investment program of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company ActFund(s).
(b) The Adviser hereby accepts such employment will provide, or direct any sub-adviser to provide, to the Trust's administrator and agrees during the term hereof Trust records concerning the Adviser's and sub-adviser(s)' activities which the Trust is required to maintain, and to render regular reports to the services described herein for Trust's administrator and to the compensation provided hereinTrust's officers and Trustees concerning the Adviser's and sub-adviser(s)' performance of the foregoing responsibilities. The retention of a sub-adviser by the Adviser shall not relieve the Adviser of its responsibilities under this Agreement.
(c) The Adviser is hereby authorized shall discharge the foregoing responsibilities subject to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services control of the Sub-Adviser(s) Board of Trustees of the Trust and in compliance with such policies as the Trustees may from time to assist time establish, and in compliance with the Adviser in fulfilling its responsibilities hereunder. Specificallyobjectives, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and worklimitations for each such Fund set forth in the Trust's prospectus and statement of additional information, along as amended from time to time (referred to collectively as the "Prospectus"), and applicable laws and regulations. The Trust will furnish the Adviser from time to time with the Adviser, in structuring, negotiating, arranging copies of all amendments or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject supplements to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state lawProspectus, if any.
(d) The Adviser shall accepts such employment and agrees, at its own expense, to render the services and to provide the office space, furnishings and equipment and the personnel (excluding the Sub-Advisory Fees for all purposes herein provided be deemed any sub-advisers) required by it to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent perform the Company in any way or otherwise be deemed an agent of services on the Company.
(e) The Adviser shall keep terms and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably requestcompensation provided herein. The Adviser agrees that all records that it maintains will not, however, pay for the Company are cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the property of the Company and will surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such recordsTrust.
Appears in 1 contract
Duties of the Adviser. (a) The Company hereby employs the Adviser to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the supervision of the Board of Directors of the Company (the “Board”), for the period and upon the terms herein set forth, (ix) in accordance with the investment objective, policies and restrictions that are set forth in the Company’s registration statement on Form N-2 (File No. 333-148734) initially filed on January 18, 2008 (as filings with the same shall be amended from time to time, the “Registration Statement”)Securities and Exchange Commission; (iiy) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws as the same shall be amended from time to time; and (iiiz) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, : (i) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Company; (iii) close and monitor the Company’s investments; (iv) determine the securities and other assets that the Company will purchase, retain, or sell; (v) use reasonable endeavors to ensure that the Company’s investments consist mainly of shares, securities or currencies (or derivative contracts relating thereto), which for the avoidance of doubt may include loans, notes and other evidences of indebtedness; (vi) perform due diligence on prospective portfolio companies; and (vivii) provide the Company with such other investment advisory, research research, and related services as the Company may, from time to time, reasonably require for the investment of its funds, including providing operating and managerial assistance to the Company and its portfolio companies as required. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary or appropriate for the Adviser to make investments on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(ed) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.
e) The Adviser shall be primarily responsible for the execution of any trades in securities in the Company’s portfolio and the Company’s allocation of brokerage commissions.
f) The Adviser has a fiduciary responsibility and duty to the Company and the Company’s stockholders for the safekeeping and use of all the funds and assets of the Company, whether or not in the Adviser’s immediate possession or control.
Appears in 1 contract
Sources: Investment Advisory Agreement (Blue Owl Capital Corp)
Duties of the Adviser. (a) The Company hereby employs the Adviser to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the supervision of the Board of Directors of the Company (the “Board”), for the period and upon the terms herein set forth, (ix) in accordance with the investment objective, policies and restrictions that are set forth in the Company’s registration statement on Form N-2 (File No. 333-148734) initially filed on January 18, 2008 10 (as the same shall be amended from time to time, the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”), and, in accordance with the investment objective, policies and restrictions that are set forth in the Company’s confidential private placement memorandum as amended from time to time (the “PPM”); (iiy) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws as the same shall be amended from time to time; and (iiiz) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, : (i) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Company; (iii) close and monitor the Company’s investments; (iv) determine the securities and other assets that the Company will purchase, retain, or sell; (v) use reasonable endeavors to ensure that the Company’s investments consist mainly of shares, securities or currencies (or derivative contracts relating thereto), which for the avoidance of doubt may include loans, notes and other evidences of indebtedness; (vi) perform due diligence on prospective portfolio companies; and (vivii) provide the Company with such other investment advisory, research research, and related services as the Company may, from time to time, reasonably require for the investment of its funds, including providing operating and managerial assistance to the Company and its portfolio companies as required. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary or appropriate for the Adviser to make investments on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(ed) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.
e) The Adviser shall be primarily responsible for the execution of any trades in securities in the Company’s portfolio and the Company’s allocation of brokerage commissions.
Appears in 1 contract
Sources: Investment Advisory Agreement (MSD Investment Corp.)
Duties of the Adviser. (a) The Company Corporation hereby employs the Adviser to act as the investment adviser to the Company Corporation and to manage the investment and reinvestment of the assets of the CompanyCorporation, subject to the supervision of the Board of Directors of the Company (the “Board”)Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the CompanyCorporation’s registration statement Registration Statement on Form N-2 (File No. 333-148734) initially N-2, filed on January 18March 29, 2008 (2005, as the same shall be amended from time to timetime (as amended, the “Registration Statement”); Statement”)filings with the Securities and Exchange Commission, (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the CompanyCorporation’s charter chartercertificate of incorporation and by-laws as the same shall be amended from time to time; and (iii) in accordance with the Investment Company Actlaws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the CompanyCorporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the CompanyCorporation; (iii) close and monitor the CompanyCorporation’s investments; (iv) determine the securities and other assets that the Company Corporation will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Company Corporation with such other investment advisory, research and related services as the Company Corporation may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the The Adviser shall have the discretion, power and authority on behalf of the Company Corporation to effectuate its investment decisions for the CompanyCorporation, including the execution and delivery of all documents relating to the CompanyCorporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the CompanyCorporation. In the event that the Company Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the CompanyCorporation’s behalf, subject to the oversight and approval of the BoardCorporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Company Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Subject to the requirements of the Investment Company Act, the Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the CompanyCorporation’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the CompanyCorporation, subject to the oversight of the Adviser and the CompanyCorporation. The Company Adviser, and not the Corporation, shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state lawlaw and shall contain a provision requiring the Sub-Adviser to comply with sections 1(e) and 1(f) below as if it were the Adviser.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company Corporation in any way or otherwise be deemed an agent of the CompanyCorporation.
(e) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company Corporation and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the CompanyCorporation’s portfolio transactions and shall render to the Corporation’s Board of Directors such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company Corporation are the property of the Company Corporation and will surrender promptly to the Company Corporation any such records upon the CompanyCorporation’s request, provided that the Adviser may retain a copy of such records.
(f) The Adviser has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Federal Securities laws by the Adviser. The Adviser has provided the Corporation, and shall provide the Corporation at such times in the future as the Corporation shall reasonably request, with a copy of such policies and procedures and a report of such policies and procedures. Such report shall be of sufficient scope and in sufficient detail, as may reasonably be required to comply with Rule 38a-1 under the Investment Company Act and to provide reasonable assurance that any material inadequacies would be disclosed by such examination, and, if there are no such inadequacies, the report shall so state.
Appears in 1 contract
Sources: Investment Advisory and Management Agreement (Gladstone Investment Corporation\de)
Duties of the Adviser. (a) The Company hereby employs retains the Adviser to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the supervision of the Board of Directors of the Company (the “Board”), for the period and upon the terms herein set forth, (ix) in accordance with the investment objective, policies and restrictions that are set forth in the Company’s registration statement on Form N-2 (File No. 333-148734) initially filed on January 18, 2008 10 (as the same shall be amended from time to time, the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”); (iiy) in accordance with the Investment Company Act; and (z) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter articles of incorporation and by-laws bylaws as the same shall be amended from time to time; and (iii) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, : (i) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Company; (iii) close and monitor the Company’s investments; (iv) determine the securities and other assets that the Company will purchase, retain, or sell; (v) assist the Board with its valuation of the Company’s assets; (vi) direct investment professionals of the Adviser to provide managerial assistance to portfolio companies of the Company as requested by the Company, from time to time; (vii) perform due diligence on prospective portfolio companies; (viii) exercise voting rights in respect of the Company’s portfolio securities and other investments; (ix) serve on, and exercise observer rights for, boards of directors and similar committees of the Company’s portfolio companies; and (vix) provide the Company with such other investment advisory, research research, and related services as the Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary or appropriate for the Adviser to make investments on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment retention as investment adviser and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) This Agreement is intended to create, and creates, a contractual relationship for services to be rendered by the Adviser acting in the ordinary course of its business and is not intended to create, and does not create, a partnership, joint venture or any like relationship among the parties hereto (or any other parties).The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(d) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.
(e) The Adviser shall be primarily responsible for the execution of any trades in securities in the Company’s portfolio and the Company’s allocation of brokerage commissions.
(f) The Adviser has a fiduciary responsibility and duty to the Company and the Company’s stockholders for the safekeeping and use of all the funds and assets of the Company, whether or not in the Adviser’s immediate possession or control.
(g) Subject to the prior approval by the Board and the stockholders of the Company to the extent required under the Investment Company Act, the Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(e) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.
Appears in 1 contract
Sources: Investment Advisory Agreement (BC Partners Lending Corp)
Duties of the Adviser. (a) The Company hereby employs the Adviser to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the supervision of the Board of Directors of the Company (the “Board”), for the period and upon the terms herein set forth, (ix) in accordance with the investment objective, policies and restrictions that are set forth in the Company’s registration statement on Form N-2 (File No. 333-148734) initially filed on January 18, 2008 10 (as the same shall be amended from time to time, the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “SEC”), and prior to the date on which the SEC declares the Company’s Registration Statement effective, in accordance with the investment objective, policies and restrictions that are set forth in the Company’s confidential private placement memorandum dated February 2020, as amended from time to time (the “PPM”); (iiy) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws as the same shall be amended from time to time; and (iiiz) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, : (i) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Company; (iii) close and monitor the Company’s investments; (iv) determine the securities and other assets that the Company will purchase, retain, or sell; (v) use reasonable endeavors to ensure that the Company’s investments consist mainly of shares, securities or currencies (or derivative contracts relating thereto), which for the avoidance of doubt may include loans, notes and other evidences of indebtedness; (vi) perform due diligence on prospective portfolio companies; and (vivii) provide the Company with such other investment advisory, research research, and related services as the Company may, from time to time, reasonably require for the investment of its funds, including providing operating and managerial assistance to the Company and its portfolio companies as required. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary or appropriate for the Adviser to make investments on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(ed) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.
e) The Adviser shall be primarily responsible for the execution of any trades in securities in the Company’s portfolio and the Company’s allocation of brokerage commissions.
Appears in 1 contract
Sources: Investment Advisory Agreement (Owl Rock Capital Corp III)
Duties of the Adviser. (a) The Company hereby employs appoints the Adviser to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the supervision of the Board of Directors of the Company (the “Board”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Company’s reports and/or registration statement on Form N-2 statements that the Company files with the Securities and Exchange Commission (File No. 333-148734the “SEC”) initially filed on January 18, 2008 (as the same shall be amended from time to time, the “Registration Statement”); (ii) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter certificate of incorporation and by-laws (each as the same shall may be amended amended, restated and/or corrected from time to time); and (iii) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, Agreement (iA) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (iiB) identify, evaluate and negotiate the structure of the investments made by the Company; (iiiC) close execute, close, monitor and monitor service the Company’s investments; (ivD) determine the securities and other assets that the Company will purchase, retain, or sell; (vE) perform due diligence on prospective portfolio companies; and (viF) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the The Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the negotiation, execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financingThe Adviser is hereby authorized, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Company through a special purpose vehicleand at the direction of the Board pursuant to delegated authority, to possess, transfer, mortgage, pledge or otherwise deal in, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, the Adviser shall have authority Company’s investments and other property and funds held or owned by the Company, including, without limitation, exercising and enforcing rights with respect to create or arrange for the creation of such special purpose vehicle and any claims relating to make such investments through such special purpose vehicle (in accordance and other property and funds, including with the Investment Company Act)respect to litigation, bankruptcy or other reorganization.
(b) The Adviser hereby accepts such employment appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company Adviser, and not the Company, shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.
(d) The Adviser shall shall, for all purposes herein provided provided, be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(e) The Subject to review by and the overall control of the Board, the Adviser shall keep and preserve preserve, in the manner and for the period required by the Investment Company Act Act, any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will shall surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.
Appears in 1 contract
Sources: Investment Advisory Agreement (Oaktree Strategic Income II, Inc.)
Duties of the Adviser. (a) The Company hereby employs the Adviser to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the supervision of the Board of Directors of the Company (the “Board”), for the period and upon the terms herein set forth. In the performance of its duties, the Adviser shall at all times conform to, and act in accordance with, any requirements imposed by (i) the provisions of the Investment Company Act, and of any rules or regulations in accordance with force thereunder, subject to the terms of any exemptive order applicable to the Company; (ii) any other applicable provision of law; (iii) the provisions of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of the Company, as such documents are amended from time to time; (iv) the investment objectiveobjectives, policies and restrictions that are applicable to the Company as set forth in the Company’s registration statement Registration Statement on Form N-2 N-2, dated May 16, 2011 (File No. 333-148734) initially filed on January 18, 2008 (as the same shall be amended from time to time, the “Registration Statement”); (ii) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws as the same shall they may be amended from time to timetime by the Board upon written notice to the Adviser; and (iiiv) any other policies and determinations of the Board provided in accordance with writing to the Investment Company ActAdviser. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Company; (iii) close execute, monitor and monitor service the Company’s investments; (iv) determine the securities and other assets that the Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; (vi) vote, exercise consents and exercise all other rights appertaining to such securities and other assets on behalf of the Company; and (vivii) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(ed) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.
Appears in 1 contract
Sources: Investment Advisory and Management Agreement (New Mountain Finance Holdings, L.L.C.)
Duties of the Adviser. (a) The Company hereby employs appoints the Adviser to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the supervision of the Board board of Directors trustees of the Company (the “BoardBoard of Trustees”), for the period and upon the terms herein set forth, (i) in accordance with the the: (x) investment objective, policies and restrictions that are set forth in the Company’s private placement memorandum and/or registration statement on Form N-2 statements submitted or filed by the Company with the Securities and Exchange Commission (File No. 333-148734) initially filed on January 18the “SEC”), 2008 (in each case as the same shall may be amended from time to time, the “Registration Statement”); (iiy) in accordance with Investment Company Act, Investment Advisers Act and all other applicable federal and state laws, rules ; and regulations, and the (z) Company’s charter declaration of trust and by-laws bylaws, in each case as the same shall may be amended from time to time; and (iii) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, : (i) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the CompanyCompany (including performing due diligence on prospective portfolio companies); (iii) close execute, close, service and monitor the Company’s investments; (iv) determine the securities and other assets that the Company will purchase, retain, retain or sell; and (v) perform due diligence on prospective portfolio companies; and (vi) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the BoardBoard of Trustees, the Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company, and the Company’s allocation of brokerage commissions. In the event that the Company Company, consistent with its investment objective and policies, determines to acquire debt financing or to refinance existing debt financing, the Adviser will shall arrange for such financing on the Company’s behalf, subject to the oversight and approval of the BoardBoard of Trustees. If it is necessary or appropriate for the Adviser to make investments on behalf of the Company through a subsidiary or special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such subsidiary or special purpose vehicle (in accordance with the Investment Company Act). The Company also grants to the Adviser power and authority to engage in all activities and transactions (and anything incidental thereto) that the Adviser deems appropriate, necessary or advisable to carry out its duties pursuant to this Agreement, including the authority to provide, on behalf of the Company, significant managerial assistance to the Company’s portfolio companies to the extent required by the Investment Company Act or otherwise deemed appropriate by the Adviser.
(b) The Adviser hereby accepts such employment appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Subject to the requirements of the Investment Company Act, the Adviser is hereby authorized authorized, but not required, to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject in all cases to the oversight of the Adviser and the Company. The Company Adviser, and not the Company, shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act, the Investment Advisers Act and other applicable federal and state lawlaws. Nothing in this subsection (c) will obligate the Adviser to pay any expenses that are expenses of the Company under Section 2 hereof.
(d) The Adviser shall for For all purposes herein provided provided, the Adviser, and any Sub-Adviser, shall be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(e) The Adviser shall keep and preserve preserve, in the manner and for the period required by the Investment Company Act Act, any books and records relevant to the provision of its investment advisory services to the Company and Company, shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Board of Trustees such periodic and special reports as the Board of Trustees may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will shall surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.
Appears in 1 contract
Sources: Investment Advisory Agreement (Fortress Private Lending Fund)
Duties of the Adviser. (a) The Company hereby employs retains the Adviser to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the supervision of the Board of Directors of the Company (the “Board”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Company’s registration statement on Form N-2 (File No. 333-148734166302) initially filed on January 18April 26, 2008 2010 (as the same shall be amended from time to time, the “Registration Statement”); (ii) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws as the same shall be amended from time to time; and (iii) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (iu) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (iiv) identify, evaluate and negotiate the structure of the investments made by the Company; (iii) close and monitor the Company’s investmentsw); perform due diligence on prospective portfolio companies; (ivx) determine the securities and other assets that the Company will purchase, retain, or sell; (vy) perform due diligence on prospective portfolio companies; close and monitor the Company’s investments and (viz) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(ed) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.
Appears in 1 contract
Sources: Investment Advisory Agreement (Full Circle Capital Corp)
Duties of the Adviser. (a) The Company hereby employs the Adviser to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the supervision of the Board of Directors of the Company (the “Board”), for the period and upon the terms herein set forth, (ix) in accordance with the investment objective, policies and restrictions that are set forth in the Company’s registration statement on Form N-2 (File No. 333-148734) initially filed on January 18, 2008 10 (as the same shall be amended from time to time, the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “SEC”), and prior to the date on which the SEC declares the Company’s Registration Statement effective, in accordance with the investment objective, policies and restrictions that are set forth in the Company’s confidential private placement memorandum as amended from time to time (the “PPM”); (iiy) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws as the same shall be amended from time to time; and (iiiz) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, : (i) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Company; (iii) close and monitor the Company’s investments; (iv) determine the securities and other assets that the Company will purchase, retain, or sell; (v) use reasonable endeavors to ensure that the Company’s investments consist mainly of shares, securities or currencies (or derivative contracts relating thereto), which for the avoidance of doubt may include loans, notes and other evidences of indebtedness; (vi) perform due diligence on prospective portfolio companies; and (vivii) provide the Company with such other investment advisory, research research, and related services as the Company may, from time to time, reasonably require for the investment of its funds, including providing operating and managerial assistance to the Company and its portfolio companies as required. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary or appropriate for the Adviser to make investments on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(ed) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.
e) The Adviser shall be primarily responsible for the execution of any trades in securities in the Company’s portfolio and the Company’s allocation of brokerage commissions.
Appears in 1 contract
Sources: Investment Advisory Agreement (MSD Investment Corp.)
Duties of the Adviser. (a) The Company hereby employs Except as otherwise provided in an Appendix, the Adviser to act as shall provide the investment adviser following services to the Company Manager.
(1) Where the Appendix specifies "investment advisory services" the Adviser shall furnish (as may be requested by the Manager) one or more of the following:
(i) recommendations concerning country and asset allocations for the Portfolio, factual information, research reports, including reports (written and oral), analyses, statistical information and advice concerning market trends;
(ii) investment recommendations regarding investment for the Portfolio, including advice concerning specific industries, companies and securities to be purchased or sold by the Portfolio;
(iii) advice with respect to the derivative transactions to be engaged in by the Portfolio, both for hedging and non-hedging purposes; and
(iv) such other information as may be requested from time to time.
(2) Where the Appendix specifies "discretionary investment management services" the Adviser shall perform one or more of the following services in the manner requested by the Manager:
(i) manage the investment and reinvestment of the assets of the Company, subject to the supervision of the Board of Directors of the Company (the “Board”), for the period and upon the terms herein set forth, (i) Portfolio in accordance with the investment objectiveobjectives, policies and restrictions that are limitations set forth in the Company’s registration statement on Form N-2 (File No. 333-148734) initially filed on January 18relevant Appendix, 2008 (as and in that connection to review, supervise and administer continuously the same shall investment program of the Portfolio, to determine in the Adviser's discretion the securities to be amended from time purchased or sold and the portion of the Portfolio's assets to time, the “Registration Statement”); be held uninvested;
(ii) in accordance select and place orders for securities and other property constituting assets of the Portfolio with all other applicable federal brokers, dealers, banks and state laws, rules and regulations, and the Company’s charter and by-laws as the same shall be amended from time to time; and members of securities exchanges;
(iii) execute waivers, consents and other instruments with respect to securities and other assets of the Portfolio;
(iv) endorse, transfer or deliver such securities and to participate in or consent to any plan of reorganization, merger, combination, consolidation, liquidation or similar plan with reference to securities;
(v) exercise any voting right exercisable by a holder of any of the securities of the Portfolio;
(vi) send the Manager daily trade details upon confirming transactions with brokers, dealers, banks or members of securities exchanges;
(vii) maintain on behalf of the Manager the records regarding the Agent's activities specified in the relevant Appendix; and
(viii) render regular reports to the Manager concerning the Adviser's discharge of its obligations with respect to a Portfolio in accordance with the Investment Company Act. Without limiting requirements set forth in the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Company; (iii) close and monitor the Company’s investments; (iv) determine the securities and other assets that the Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act)relevant Appendix.
(b) The In executing transactions pursuant to sub-section (a)(2), the Adviser hereby accepts such employment and agrees during shall use its best efforts to obtain the term hereof to render the services described herein best execution for the compensation provided hereinPortfolio, taking into account factors including, without limitation, price (including applicable brokerage commission and dealer spread), size of order, difficulty of execution, operational facilities of the firm involved, the provision of research and related services by the executing firm and the firm's risk in positioning a block of securities. Subject to the foregoing criteria, the Adviser may effect portfolio transactions with any of its affiliated companies.
(c) The Adviser is hereby authorized shall not delegate its functions, powers, discretion, privileges or duties under this section 2 to enter into one any person, firm or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which corporation without the Adviser may obtain the services prior written consent of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state lawManager.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(e) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.
Appears in 1 contract
Sources: Services Agreement (Morgan Stanley Pacific Growth Fund Inc)
Duties of the Adviser. (a) Retention of the Adviser. The Company hereby employs appoints the Adviser to act as the an investment adviser to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the supervision of the Board of Directors of the Company (the “Board”), for the period and upon the terms herein set forth, in accordance with:
(i) in accordance with the investment objectiveobjectives, policies and restrictions that are set forth in the Company’s registration statement on Form N-2 filings with the Securities and Exchange Commission (File No. 333-148734) initially filed on January 18the “SEC”), 2008 (as the same shall be supplemented, amended or superseded from time to time, the “Registration Statement”); ;
(ii) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter articles of amendment and by-laws restatement (as the same shall may be amended from time to time, the “Articles”) and bylaws (as may be amended from time to time); and and
(iii) such investment policies, directives and regulatory restrictions as the Company may from time to time establish or issue and communicate to the Adviser in accordance with writing.
(b) Responsibilities of the Investment Company ActAdviser. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, :
(i) determine the composition of the portfolio and allocation of the Company’s investment portfolio, the nature and timing of the any changes therein and the manner of implementing such changes; ;
(ii) identify, evaluate and negotiate the structure of the investments made by the Company; ;
(iii) close execute, monitor and monitor service the Company’s investments; ;
(iv) place orders with respect to, and arrange for, any investment by the Company;
(v) determine the securities and other assets that the Company will shall purchase, retain, or sell; ;
(vvi) perform due diligence on prospective portfolio companies; and and
(vivii) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(e) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.
Appears in 1 contract
Sources: Investment Advisory Agreement
Duties of the Adviser. (a) The Company Corporation hereby employs the Adviser to act as the investment adviser to the Company Corporation and to manage the investment and reinvestment of the assets of the CompanyCorporation, subject to the supervision of the Board of Directors of the Company (the “Board”)Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Company’s registration statement Corporation's Registration Statement on Form N-2 (File No. 333-148734) initially filed on January 18N-2, 2008 (dated September 23, 2003, as the same shall be amended from time to timetime (as amended, the “"Registration Statement”"); , (ii) in accordance with the Investment Company Act, subsequent to the time that the Corporation becomes a business development company, and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s Corporation's charter and by-laws as the same shall be amended from time to time; and (iii) in accordance with the Investment Company Actlaws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the CompanyCorporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the CompanyCorporation; (iii) close close, monitor and monitor service the Company’s Corporation's investments; (iv) determine the securities and other assets that the Company Corporation will purchase, retain, or sell; and (v) perform due diligence on prospective portfolio companies; and (vi) provide the Company Corporation with such other investment advisory, research and related services as the Company Corporation may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the The Adviser shall have the power and authority on behalf of the Company Corporation to effectuate its investment decisions for the CompanyCorporation, including the execution and delivery of all documents relating to the Company’s Corporation's investments and the placing of orders for other purchase or sale transactions on behalf of the CompanyCorporation. In the event that the Company Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s Corporation's behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf Corporation's Board of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act)Directors.
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “"Sub-Adviser”") pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s Corporation's investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the CompanyCorporation, subject to the oversight of the Adviser and the CompanyCorporation. The Company Adviser or BDC Partners, LLC, the managing member of the Adviser, and not the Corporation, shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company Corporation in any way or otherwise be deemed an agent of the CompanyCorporation.
(e) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company Corporation and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s Corporation's portfolio transactions and shall render to the Corporation's Board of Directors such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company Corporation are the property of the Company Corporation and will surrender promptly to the Company Corporation any such records upon the Company’s Corporation's request, provided that the Adviser may retain a copy of such records.
Appears in 1 contract
Sources: Investment Advisory Agreement (Technology Investment Capital Corp)
Duties of the Adviser. (a) The Company hereby employs the Adviser to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the supervision of the Board of Directors of the Company (the “Board”), for the period and upon the terms herein set forth. In the performance of its duties, the Adviser shall at all times conform to, and act in accordance with, any requirements imposed by (i) the provisions of the Investment Company Act, and of any rules or regulations in accordance with force thereunder, subject to the terms of any exemptive order applicable to the Company; (ii) the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), if applicable; (iii) any other applicable provision of law; (iv) the provisions of the Articles of Incorporation (the “Charter”) and the Bylaws of the Company, each as amended and/or restated from time to time; (v) the investment objectiveobjectives, policies and restrictions that are applicable to the Company as set forth in the Company’s registration statement Registration Statement on Form N-2 10, first filed with the Securities and Exchange Commission (File No. 333-148734the “SEC”) initially filed on January 18May 6, 2008 2021 (as the same shall be amended from time to time, the “Registration Statement”); (ii) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws as the same shall they may be amended from time to timetime by the Board upon written notice to the Adviser; and (iiivi) any other policies and determinations of the Board provided in accordance with writing to the Investment Company ActAdviser. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Company; (iii) close execute, monitor and monitor service the Company’s investments; (iv) determine the securities and other assets that the Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; (vi) vote, exercise consents and exercise all other rights appertaining to such securities and other assets on behalf of the Company; and (vivii) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(ed) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.
Appears in 1 contract
Sources: Investment Advisory and Management Agreement (Commonwealth Credit Partners BDC I, Inc.)
Duties of the Adviser. (a) The Company hereby employs the Adviser to act as the investment adviser Subject to the Company overall supervision and to manage the investment and reinvestment of the assets of the Company, subject to the supervision review of the Board of Directors of the Company (the “Board”), the Adviser will regularly provide the Company with investment research, advice and supervision and will furnish continuously an investment program for the period and upon the terms herein set forthCompany, (i) in accordance consistent with the investment objectiveobjective and policies of the Company. The Adviser will determine from time to time what securities shall be purchased for the Company, policies what securities shall be held or sold by the Company and restrictions that are set forth in what portion of the Company’s assets shall be held uninvested as cash or in other liquid assets, subject always to the provisions of the Company’s Articles of Incorporation, Bylaws, and its registration statement on Form N-2 under the Investment Company Act of 1940, as amended (File No. 333-148734the “1940 Act”) initially and under the Securities Act of 1933, as amended, covering the Company’s shares, as filed on January 18with the Securities and Exchange Commission (the “Commission”), 2008 (as any of the same shall may be amended from time to time, and to the “Registration Statement”); (ii) in accordance with all other applicable federal and state laws, rules and regulations, and investment objectives of the Company’s charter and by-laws , as each of the same shall be amended from time to time; time in effect, and (iii) subject, further, to such policies and instructions as the Board may from time to time establish. To carry out such determinations, the Adviser will exercise full discretion and act for the Company in accordance the same manner and with the Investment same force and effect as the Company Actitself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Company; (iii) perform due diligence on prospective portfolio companies; (iv) close and monitor the Company’s investments; (iv) determine the securities and other assets that the Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(e) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.
Appears in 1 contract
Sources: Investment Advisory Agreement (Tortoise Tax-Advantaged Social Infrastructure Fund, Inc.)
Duties of the Adviser. (a) The Company hereby employs the Adviser to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the supervision of the Board of Directors of the Company (the “"Board”"), for the period and upon the terms herein set forth, in accordance with (i) in accordance with the investment objectiveobjectives, policies and restrictions that are set forth in the Company’s registration statement 's Registration Statement on Form N-2 (File No. 333-148734) initially filed on January 18N-2, 2008 (as the same shall such investment objectives, policies and restrictions may be amended from time to time, the “Registration Statement”); (ii) in accordance with the Investment Company Act, (iii) all other applicable federal and state securities and commodities laws, rules and regulations, and (iv) the Company’s charter 's articles of incorporation and by-laws, as such articles of incorporation and by-laws as the same shall may be amended from time to time; and .
(iiib) in accordance with the Investment Company Act. Without limiting the generality of the foregoingforegoing paragraph (a), the Adviser shall, during the term and subject to the provisions of this Agreement, : (i) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Company; (iii) close close, monitor and monitor service the Company’s 's investments; (iv) determine the securities and other assets that the Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companiesrecommend to the Valuation Committee of the Board the fair value of the Company's investments which are not publicly traded debt or equity securities based upon the valuation guidelines adopted by the Board; and (vi) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its fundsthe Company's assets. Subject to the supervision of the Board, the The Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s 's investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s 's behalf, subject to the oversight and approval of the Board. If it is necessary .
(c) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records related to the provision of investment advisory services to the Company and required to be maintained under Rule 31a-2 under the Investment Company Act for an investment adviser to a business development company, and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser to make investments on behalf agrees that any records that it maintains for the Company as required under the Investment Company Act are the property of the Company through a special purpose vehicleand will surrender promptly to the Company any such records upon the Company's request, provided that (i) the Adviser shall have authority to create or arrange for the creation may retain a copy of such special purpose vehicle records, and to make such investments through such special purpose vehicle (in accordance with ii) nothing contained herein shall prevent the Investment Adviser from using the performance track record of the Company Act)following any termination of this Agreement.
(bd) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.
(de) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(ef) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of agrees that its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act activities with respect to the Company’s portfolio transactions Company will at all times be in compliance in all material respects with applicable federal securities and shall render to the Board such periodic state securities laws governing its operations and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such recordsinvestments.
Appears in 1 contract
Sources: Investment Advisory Agreement (Brantley Mezzanine Capital Corp)
Duties of the Adviser. (a) The Company hereby employs the Adviser to act as the investment adviser Subject to the Company direction and to manage the investment and reinvestment of the assets of the Company, subject to the supervision control of the Board of Directors Trustees of the Company (Trust, the “Board”), for the period and upon the terms herein set forth, Adviser's responsibilities include:
(i) in accordance Advising the Sub-Adviser with the investment objective, policies respect to U.S. economic factors and restrictions that are set forth in the Company’s registration statement on Form N-2 (File No. 333-148734) initially filed on January 18, 2008 (as the same shall be amended from time to time, the “Registration Statement”); trends;
(ii) Assisting and consulting with the Sub-Adviser in accordance connection with all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws as the same shall be amended from time to time; and Series' continuous investment program;
(iii) in accordance with Approving lists of foreign countries recommended by the Investment Company Act. Without limiting the generality Sub-Adviser for investments of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Company; (iii) close and monitor the Company’s investments; Series;
(iv) determine Placing orders with respect to purchases and sales of the securities and other assets that of U.S. issuers as described in the Company will purchase, retain, or sell; Prospectus;
(v) perform due diligence on prospective portfolio companies; and (vi) provide Managing, in cooperation with the Company with such other investment advisorySub-Adviser, research and related services as the Company may, from time Fund's short-term cash balance positions denominated in U.S. dollars to time, reasonably require for the investment of its funds. Subject to the supervision preserve required liquidity of the Board, the Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, Series' assets including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf U.S. money market instruments;
(vi) Monitoring the Sub-Adviser's investment procedures; and
(vii) Periodically reviewing, evaluating and reporting to the Trust's Board of Trustee with respect to the performance of the CompanySub-Adviser under the Sub-Advisory Agreement. In the event The Adviser further agrees that the Company determines to acquire debt financingit:
(a) will prepare (or otherwise obtain) and evaluate on both a macroeconomic and microeconomic level any pertinent research; statistical, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight financial and approval of the Board. If it is economic data; and other information necessary or appropriate for the Adviser to make investments on behalf performance of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).its duties under this Agreement;
(b) The Adviser hereby accepts such employment will formulate and agrees during the term hereof to render the services described herein continuously review, supervise, and administer an investment program for the compensation provided herein.Series;
(c) The Adviser is hereby authorized will determine the securities to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which be purchased by the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policiesSeries, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of continuously monitor such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser securities and the Company. The Company shall be responsible for issuers thereof to determine whether and when to sell, exchange, or take any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.action concerning such securities;
(d) The Adviser shall for all purposes herein provided be deemed will determine whether and how to be an independent contractor andexercise warrants, except as expressly provided voting rights, or authorized herein, shall have no authority other rights with respect to act for or represent the Company in any way or otherwise be deemed an agent of the Company.Series' securities;
(e) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act will provide valuations with respect to the Company’s portfolio transactions and shall securities held by the Series if so requested by the Trustees of the Trust
(f) will render regular reports to the Trust's officers and the Board such periodic of Trustees concerning the investment performance of the Trust, the Adviser's discharge of its responsibilities under this Agreement, and special reports any other subject as the Trust's officers or Board of Trustees reasonably may reasonably request. The Adviser agrees that all records that it maintains for ; and
(g) will assist the Company are Trust's officers in connection with the property operation of the Company Trust and will surrender promptly perform any further acts that may be necessary to effectuate the Company any such records upon the Company’s request, provided that the Adviser may retain a copy purposes of such recordsthis Agreement.
Appears in 1 contract
Sources: Investment Advisory Agreement (Excelsior Institutional Trust)
Duties of the Adviser. (a) The Company hereby employs engages the Adviser to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the supervision of the Board board of Directors directors of the Company (the “BoardBoard of Directors”), for the period and upon the terms herein set forthforth and in accordance with this Agreement. The Adviser shall have full and complete authority at its sole discretion, without prior reference to the Company, and at such times as the Adviser shall think fit, to make decisions to invest the assets of the Company, subject to and in accordance with (i) in accordance with the investment objective, policies and restrictions that are set forth in the Registration Statement of the Company’s registration statement on Form N-2 (File No. 333-148734) initially filed on January 18, 2008 (as the same shall be amended from time to time, the “Registration Statement”); (ii) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws as the same shall may be amended from time to time; (ii) the Investment Company Act, the Investment Advisers Act and all other applicable federal and state law; and (iii) in accordance with the Investment Company ActCompany’s certificate of incorporation and bylaws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the securities and other assets that the Company will purchase, retain or sell, (ii) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (iiiii) identify, evaluate and negotiate the structure of the investments made by the CompanyCompany and/or the structure thereof (including without limitation performing due diligence with respect to any instrument and/or company in which the Company may invest); (iiiiv) close buy, sell, exchange, redeem hold, convert or otherwise deal with and/or execute transactions with respect to, any kind of security or other property in which the Company may invest; (v) service and monitor the Company’s investments, including without limitation by exercising or refraining from exercising any right conveyed by a particular investment to buy, sell, subscribe for, exchange or redeem an investment; (ivvi) determine the securities and other assets that the Company will purchase, retain, exercise or sellrefrain from exercising any governance or ownership right conferred by a particular investment; (vvii) perform due diligence on prospective portfolio companiesenter into any foreign exchange and/or derivative transactions; and (viviii) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its fundsfunds and/or which the Adviser reasonably considers to be necessary, desirable or incidental to carrying out the services under this Agreement. Subject to the supervision of the Board, the The Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the CompanyCompany and to enter into and/or execute any documents agreements, including master agreements confirmations, deeds, or other instruments, and to open any accounts, required or appropriate to provide the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Companyservices described herein. In the event that the Company determines to acquire debt financing or to refinance existing debt financing, the Adviser will shall arrange for such financing on the Company’s behalf, subject to the oversight and approval of the BoardBoard of Directors. If it is necessary for the Adviser to make investments on behalf of the Company through a subsidiary or special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such subsidiary or special purpose vehicle (in accordance with the Investment Company Act). Notwithstanding anything to the contrary herein, the Adviser shall not be required to take or accept any responsibility or action that the Adviser reasonably determines could cause it to be deemed to have custody for purposes of Rule 206(4)-2 under the Investment Advisers Act.
(b) The Adviser hereby accepts such employment engagement and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein.
(c) The Subject to the requirements of the Investment Company Act, the Adviser is hereby authorized authorized, but not required, to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject in all cases to the oversight of the Adviser and the Company. The Company Adviser, and not the Company, shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act, the Investment Advisers Act and other applicable federal and state law. For the avoidance of doubt, the Adviser shall also be permitted to delegate and/or outsource to third parties back-office services which do not involve such service providers providing investment advice.
(d) The Adviser shall for For all purposes herein provided provided, the Adviser shall be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Companycontractor.
(e) The Adviser shall keep and preserve preserve, in the manner and for the period required by that would be applicable to investment companies registered under the Investment Company Act Act, any books and records relevant to the provision of its investment advisory services to the Company and Company, shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Board of Directors such periodic and special reports as the Board of Directors may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will shall surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.
Appears in 1 contract
Sources: Investment Management Agreement (Muzinich BDC, Inc.)
Duties of the Adviser. (a) The Adviser shall be deemed to be in a fiduciary relationship with the Company hereby employs the and its Stockholders. The Adviser undertakes to act as the investment adviser use its best efforts to present to the Company potential investment opportunities and to manage provide a continuing and suitable investment program consistent with the investment objectives and reinvestment policies of the assets Company as determined and adopted from time to time by the Board. In performance of the Companythis undertaking, subject to the supervision of the Board of Directors of the Company (the “Board”), for the period and upon the terms herein set forth, (i) in accordance consistent with the investment objective, policies and restrictions that are set forth in provisions of the Company’s registration statement on Form N-2 (File No. 333-148734) initially filed on January 18, 2008 (as the same shall be amended from time to time, the “Registration Statement”); (ii) in accordance with all other applicable federal Articles of Incorporation and state laws, rules and regulations, and the Company’s charter and by-laws as the same shall be amended from time to time; and (iii) in accordance with the Investment Company Act. Without limiting the generality of the foregoingBylaws, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition either directly or by engaging an Affiliate of the portfolio Adviser or other Person (it being acknowledged that MacKenzie Capital Management, LP will provide many of these services under the Administration Agreement and Investor Services Agreement):
(1) serve as the Company’s investment and financial adviser and provide research and economic and statistical data in connection with the Assets and investment policies;
(2) provide the daily management of the Company and perform and supervise the various administrative functions reasonably necessary for the management and operations of the Company;
(3) maintain and preserve the books and records of the Company, the nature including stock books and timing records reflecting a record of the changes therein Stockholders and the manner their ownership of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Company; (iii) close and monitor the Company’s investments; (iv) determine the securities Shares or Preferred Shares, if any, and other assets that the Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Company with such other investment advisory, research and related services acting as the Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions transfer agent for the Company, including the execution ’s Shares and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).Preferred Shares;
(b4) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (eachinvestigate, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specificallyselect, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policiesand, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, engage and conduct business with such Persons as the Adviser deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisers, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, mortgagors, property management companies, transfer agents and any and all agents for any of the foregoing, including Affiliates of the Adviser, and Persons acting in any other capacity deemed by the Adviser necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company with any of the foregoing;
(5) consult with the officers and the Board and assist the Board in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed or undertaken by the Company;
(6) subject to the oversight provisions of Sections 2.2(h) and 2.3 hereof, (i) locate, analyze and select potential investments in Assets, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investment in Assets will be made; (iii) make investments in Assets on behalf of the Adviser Company or the Partnership in compliance with the investment objectives and policies of the Company. The Company shall be responsible ; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with the investments in, Assets; and (v) enter into leases of Property and service contracts for Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Assets, including the servicing of Mortgages;
(7) provide the Board with periodic reports regarding prospective investments in Assets;
(8) obtain the prior approval of the Board for any compensation payable and all investments in Assets for which the Asset Purchase Price exceeds 30% of Invested Capital;
(9) negotiate on behalf of the Company with banks or lenders for loans to any Subbe made to the Company, negotiate on behalf of the Company with investment banking firms and broker-Adviser. Any sub-advisory agreement entered into by dealers, and negotiate private sales of Shares or obtain loans for the Company, as and when appropriate, but in no event in such a way so that the Adviser shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Adviser in accordance connection with the requirements foregoing shall be the responsibility of the Investment Company Act and other applicable federal and state law.Company;
(d10) The obtain reports (which may be prepared by or for the Adviser shall for all purposes herein provided be deemed to be an independent contractor andor its Affiliates), except as expressly provided where appropriate, concerning the value of investments or authorized herein, shall have no authority to act for or represent contemplated investments of the Company in any way or otherwise be deemed an agent of the Company.Assets;
(e11) The Adviser shall keep and preserve for the period required from time to time, or at any time reasonably requested by the Investment Company Act any books and records relevant Board, make reports to the provision Board of its investment advisory performance of services to the Company and shall specifically under this Agreement;
(12) provide the Company with all necessary cash management services;
(13) deliver to or maintain all books and records in accordance with Section 31(a) on behalf of the Investment Company Act copies of all appraisals obtained in connection with respect to the investments in Assets;
(14) upon request of the Company’s portfolio transactions and shall render , act, or obtain the services of others to the Board such periodic and special reports act, as the Board may reasonably request. The Adviser agrees that all records that it maintains for attorney-in-fact or agent of the Company are in making, requiring and disposing of Assets, disbursing, and collecting the property funds, paying the debts and fulfilling the obligations of the Company and will surrender promptly handling, prosecuting and settling any claims of the Company, including foreclosing and otherwise enforcing mortgage and other liens and security interests comprising any of the Assets;
(15) supervise the preparation and filing and distribution of returns and reports to governmental agencies and to Stockholders and act on behalf of the Company any such records upon in connection with investor relations;
(16) provide office space, equipment and personnel as required for the Company’s requestperformance of the foregoing services as Adviser;
(17) prepare on behalf of the Company all reports and returns required by the Securities and Exchange Commission, provided that Internal Revenue Service and other state or federal governmental agencies; and
(18) do all things necessary to assure its ability to render the Adviser may retain a copy of such recordsservices described in this Agreement.
Appears in 1 contract
Sources: Advisory Management Agreement (MacKenzie Realty Capital, Inc.)
Duties of the Adviser. (a) The Company Corporation hereby employs the Adviser to act as the investment adviser to the Company Corporation and to manage the investment and reinvestment of the assets of the CompanyCorporation, subject to the supervision of the Board of Directors of the Company Corporation (the “BoardBoard of Directors,” the members thereof referred to herein as the “Directors”), ) for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Company’s registration statement on Form N-2 (File No. 333-148734) initially filed on January Prospectus and Statement of Additional Information, dated April 18, 2008 (2002, as the same shall be amended from time to time, time and/or as described in the Corporation’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “Registration StatementSEC”); , (ii) in accordance with the Investment Company Act; and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the CompanyCorporation’s charter and by-laws as the same shall be amended from time to time; and (iii) in accordance with the Investment Company Actlaws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the CompanyCorporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the CompanyCorporation; (iii) close and monitor the CompanyCorporation’s investments; (iv) determine the securities and other assets that the Company Corporation will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Company Corporation with such other investment advisory, research and related services as the Company Corporation may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the The Adviser shall have the power and authority on behalf of the Company Corporation to effectuate its investment decisions for the CompanyCorporation, including the execution and delivery of all documents relating to the CompanyCorporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the CompanyCorporation. In the event that the Company Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the CompanyCorporation’s behalf, subject to the oversight and approval of the BoardBoard of Directors. If it is necessary for the Adviser to make investments on behalf of the Company Corporation through a special purpose vehicle, the Adviser shall have the authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Subject to the requirements of the Investment Company Act and approval of the Board of Directors and a majority of stockholders, the Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the CompanyCorporation’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the CompanyCorporation, subject to the oversight of the Adviser and approval by the CompanyBoard of Directors. The Company Adviser, and not the Corporation, shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law. Nothing in this Section 1(c) will obligate the Adviser to pay any expenses that are expenses of the Corporation under Section 2.
(d) The Adviser Adviser, and any Sub-Adviser, shall for all purposes herein provided each be deemed to be an independent contractor and, except as expressly provided or authorized hereinherein or by the Board of Directors, shall have no authority to act for or represent the Company Corporation in any way or otherwise be deemed an agent of the CompanyCorporation.
(e) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company Corporation and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the CompanyCorporation’s portfolio transactions and shall render to the Board of Directors such periodic and special reports as the Board of Directors may reasonably request. The Adviser agrees that all records that it maintains for the Company Corporation are the property of the Company Corporation and will surrender promptly to the Company Corporation any such records upon the CompanyCorporation’s request, provided that the Adviser may retain a copy of such records.
Appears in 1 contract
Duties of the Adviser. (a) The Company hereby employs the Adviser to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the supervision of the Board of Directors of the Company (the “Board”), for the period and upon the terms herein set forth. In the performance of its duties, the Adviser shall at all times conform to, and act in accordance with, any requirements imposed by (i) the provisions of the Investment Company Act, and of any rules or regulations in accordance with force thereunder, subject to the terms of any exemptive order applicable to the Company; (ii) the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), if applicable; (iii) any other applicable provision of law; (iv) the provisions of the Articles of Incorporation (the “Charter”) and the Bylaws of the Company, each as amended and/or restated from time to time; (v) the investment objectiveobjectives, policies and restrictions that are applicable to the Company as set forth in the Company’s registration statement Registration Statement on Form N-2 10, first filed with the Securities and Exchange Commission (File No. 333-148734the “SEC”) initially filed on January 18[·], 2008 2019 (as the same shall be amended from time to time, the “Registration Statement”); (ii) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws as the same shall they may be amended from time to timetime by the Board upon written notice to the Adviser; and (iiivi) any other policies and determinations of the Board provided in accordance with writing to the Investment Company ActAdviser. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Company; (iii) close execute, monitor and monitor service the Company’s investments; (iv) determine the securities and other assets that the Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; (vi) vote, exercise consents and exercise all other rights appertaining to such securities and other assets on behalf of the Company; and (vivii) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(ed) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.
Appears in 1 contract
Sources: Investment Advisory and Management Agreement (NMF Senior Loan Fund I, Inc.)
Duties of the Adviser. Subject to the delegation of any of the following duties to one or more persons as permitted by Section 11 of this Agreement, the Adviser, at its own expense, shall render the following services to the Fund:
(a) The Company hereby employs the Adviser shall assume all investment duties and have full discretionary power and authority with respect to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the supervision of the Board of Directors of the Company (the “Board”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Company’s registration statement on Form N-2 (File No. 333-148734) initially filed on January 18, 2008 (as the same shall be amended from time to time, the “Registration Statement”); (ii) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws as the same shall be amended from time to time; and (iii) in accordance with the Investment Company ActFund. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject with respect to the provisions assets of this Agreement, the Fund: (i) determine obtain and evaluate such information and advice relating to the composition of the portfolio of the Companyeconomy, the nature securities markets, and timing of the changes therein securities and the manner of implementing such changesother investments as it deems necessary or useful to discharge its duties hereunder; (ii) identify, evaluate continuously invest Fund assets in a manner reasonably consistent with the directions and negotiate the structure of the investments made policies set from time to time by the CompanyBoard and any amendments thereto (“Board Policies”), the Organic Documents, the Prospectus, the Procedures (the Board Policies, the Organic Documents, the Prospectus, and the Procedures, collectively, the “Governing Documents”), and any other written guidelines or restrictions agreed to in writing by the Fund and the Adviser that are not inconsistent with the Governing Documents (the “Adviser Guidelines”), each as promptly provided to the Adviser by the Fund; (iii) close and monitor the Company’s investments; (iv) determine the securities and other assets that investments to be purchased, sold or otherwise disposed of including other investment funds (“Investment Funds”) and the Company will purchasetiming of such purchases, retainsales and dispositions; (iv) to the extent applicable, or sellvote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with such proxy voting policies and procedures approved by the Board; (v) perform due diligence on prospective portfolio companiespromptly issue settlement instructions to custodians designated by the Fund, where applicable; (vi) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements, where applicable; and (vivii) provide take such further action, including, to the Company extent applicable, the placing of purchase and sale orders, selecting broker-dealers to execute, clear or settle such orders on behalf of the Fund, negotiating commission rates to be paid to broker-dealers, opening, maintaining and closing trading accounts in the name of the Fund, and executing for the Fund, as its agent and attorney-in-fact, subscription documents related to the Investment Funds and standard dealer or institutional customer agreements with such other investment advisorybroker-dealers, research and related services each as the Company mayAdviser shall deem necessary or appropriate, from time in its sole discretion, to time, reasonably require for the investment of carry out its fundsduties under this Agreement. Subject to the supervision of the Board, the Adviser shall have the power full discretion and authority on behalf to enter into agreements with the Investment Funds to irrevocably forego the Fund’s right to vote its interests or shares of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale Investment Funds.
(b) In effecting transactions on behalf of the CompanyFund, to the extent that the Adviser uses a broker-dealer to effect a transaction, the Adviser’s primary consideration shall be to seek best execution, where applicable. In the event that the Company determines selecting broker-dealers to acquire debt financingexecute transactions (where applicable), the Adviser will arrange for such financing on may take the Company’s behalffollowing, subject to among other things, into consideration: the oversight best net price available; the reliability, integrity and approval financial condition of the Boardbroker-dealer; the size of and the difficulty in executing the order; and the full range of brokerage services offered by the broker-dealer. If it The execution price of a transaction may be less favorable than that available from another broker-dealer if the difference is necessary for reasonably justified by other aspects of the execution services offered. Consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) and applicable regulations and interpretations, the Adviser to make investments may allocate brokerage on behalf of the Company through Fund to a special purpose vehiclebroker-dealer who provide research services to the Fund and/or other accounts over which the Adviser or any of its affiliated persons exercise investment discretion. Subject to compliance with Section 28(e) and where applicable, the Adviser shall may cause the Fund to pay to a broker-dealer who provides research services a commission that exceeds the commission the Fund might have authority paid to create or arrange a different broker-dealer for the creation same transaction if the Adviser determines, in good faith, that such amount of commission is reasonable in relationship to the value of such special purpose vehicle and brokerage or research services provided viewed in terms of that particular transaction or the Adviser’s overall responsibilities to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).
(b) Fund or its other advisory clients. The Adviser hereby accepts may aggregate sales and purchase orders of the assets of the Fund, where applicable, with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliated persons. Whenever aggregating sales and purchase orders of the Fund with similar orders for other accounts advised by the Adviser or its affiliates, the orders shall be allocated as to price and amount among all such employment accounts in a manner believed to be equitable to the Fund and agrees during the term hereof to render the services described herein for the compensation provided hereinsuch other accounts.
(c) The Adviser is hereby authorized shall report to enter into one the Board at each meeting thereof as requested by the Board all material changes in the Fund since the prior report, and shall also keep the Board informed of important developments affecting the Fund and the Adviser, and on its own initiative, or more sub-advisory agreements as requested by the Board, shall furnish the Board from time to time with other investment advisers (each, a “Sub-Adviser”) pursuant to which such information as the Adviser may obtain believe appropriate for this purpose, whether concerning the services individual investments comprising the Fund’s portfolio, including but not limited to the investments in Investment Funds, the performance of the Sub-Adviser(s) Fund’s portfolio and the underlying Investment Funds, the investment strategies and holdings of the Investment Funds, or otherwise . The Adviser shall also furnish the Board with such available statistical and analytical information with respect to assist investments of the Fund, including but not limited to the underlying Investment Funds, as the Adviser in fulfilling its responsibilities hereundermay believe appropriate or as the Board reasonably may request. SpecificallyIn providing investment advisory services pursuant to this Agreement, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon shall comply with: (i) the CompanyBoard Policies, the Organic Documents, the Fund’s investment objective and objective, investment policies, and workinvestment restrictions as set forth in the Prospectus, along with the AdviserAdviser Guidelines, in structuringand the Procedures, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject each as promptly provided to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with Fund; (ii) the requirements 1940 Act; (iii) the Advisers Act; (iv) the Securities Act; (v) the 1934 Act; (vi) the Internal Revenue Code of the Investment Company Act 1986, as amended; and (vii) other applicable federal and state lawlaws.
(d) The Adviser shall for report to the Board all purposes herein provided be deemed matters related to be an independent contractor andthe Adviser that are material to the Adviser’s performance of this Agreement. The Adviser shall notify the Fund as soon as reasonably practicable, except as expressly provided or authorized hereinand where possible, shall have no authority to act for or represent the Company in advance of any way or otherwise be deemed an agent change of control of the CompanyAdviser and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Adviser.
(e) The Adviser shall keep maintain the Compliance Manual that includes policies and preserve procedures relating to the services it provides to the Fund that are reasonable designed to prevent violations of the federal securities laws as defined in Rule 38a-1 under the 1940 Act (“Federal Securities Laws”) as they relate to the Fund, and shall appoint persons to administer the policies and procedures who have the requisite level of skill and competence required to effectively discharge the administration of such policies and procedures.
(f) The Adviser shall provide the Fund’s chief compliance officer (the “Fund CCO”), upon reasonable request, with direct access to the Adviser’s chief compliance officer and, upon reasonable request, shall provide the Fund CCO, at its own expense, with information the Fund CCO reasonably believes is required to administer the Fund’s compliance program implemented pursuant to Rule 38a-1 under the 1940 Act including, without limitation: (i) periodic reports/certifications regarding the Adviser’s compliance with the Federal Securities Laws and the Adviser’s compliance program as set forth in the Compliance Manual; and (ii) special reports in the event of any Material Compliance Matter (as defined in Rule 38a-1 under the 1940 Act). Upon the written request of the Fund, the Adviser shall also permit the Fund or its representatives to examine the reports required to be made to the Adviser under the Code.
(g) The Adviser shall maintain, or cause to be maintained, records relating to its duties hereunder (including portfolio transactions and placing and allocation of brokerage orders) as are required to be maintained by the Fund under the 1940 Act. The Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form, for the period such periods and in such locations as may be required by applicable law, all documents and records relating to the Investment Company Act any services provided by the Adviser pursuant to this Agreement required to be prepared and maintained by the Adviser or the Fund pursuant to applicable law. To the extent required by applicable law, the books and records relevant pertaining to the provision Fund which are in possession of the Adviser shall be the property of the Fund (the “Fund Records”). The Fund, or its investment advisory services representatives, shall have access to the Company and shall specifically maintain all such books and records in accordance with Section 31(a) at all times during the Adviser’s normal business hours. Upon the reasonable request of the Investment Company Act with respect Fund, copies of any such books and records shall be provided promptly by the Adviser to the CompanyFund or its representatives.
(h) The Adviser shall cooperate with the Fund’s portfolio transactions independent public accountants and shall render take reasonable action to make all necessary information available to those accountants for the performance of the accountants’ duties.
(i) The Adviser shall provide the Fund’s custodian and fund accountant, on each business day with such information relating to all transactions concerning the Fund’s assets and liabilities as the Fund’s custodian and fund accountant may reasonably require, including but not limited to information required to be provided under the Fund’s Valuation and NAV Error Correction Procedures, provided, however, the Adviser shall not be deemed to be the pricing agent for the Fund.
(j) Except as permitted by the Procedures, the Adviser shall not disclose and shall treat confidentially all information specifically relating to the Board Fund’s investments including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other investments held by the Fund, and any and all trades effected for the Fund (including past, pending and proposed trades). The foregoing shall not in any way restrict the Adviser’s ability to disclose information relating to Fund assets to the extent that such periodic assets are held in other accounts managed or advised by the Adviser.
(k) The Adviser shall, consistent with the Procedures: (i) cooperate with and special reports provide reasonable assistance to the Fund’s administrator, custodian, fund accountant transfer agent and pricing agents and all other agents and representatives of the Fund; (ii) provide such persons with Fund data as the Board they may reasonably request. deem necessary to the performance of their obligations to the Fund; and (iii) maintain any appropriate interfaces with each so as to promote the efficient exchange of information.
(l) The Adviser agrees that it will notify the Fund CCO as soon as reasonably possible of any information security event that involves the loss of, theft of, unauthorized access to or unauthorized disclosure or use of any Fund-related information technology, resources or data, and that could reasonably be expected to have the potential to have a material adverse impact on the Fund or its shareholders (an “Event”), and (b) keep the Fund CCO reasonably apprised of the Adviser’s response to the Event, including the Adviser’s assessment of the impact of the Event on the Fund and the Adviser’s remediation efforts. Should it be determined that the Event has adversely impacted or breached the confidentiality, integrity or availability of confidential Fund or shareholder information, the Fund CCO will promptly notify the Board, and, working in conjunction with the Adviser, will ensure that all records appropriate notifications under state and federal laws are made and take such other actions as may be necessary or appropriate to mitigate legal and business risks relating to the Event.
(m) The Adviser agrees that it maintains for will notify the Company are Fund CCO as soon as reasonably possible if it becomes aware of (a) any cybersecurity, related incident or event (other than an Event) that could reasonably be expected to have a material adverse impact on the property ability of the Company and will surrender promptly Adviser to provide required services to the Company Fund or its shareholders, or the quality of such services; (b) any such records upon incident or event that results in a violation of any law, rule or regulation applicable to the Company’s request, provided that Fund or applicable to the Adviser may retain a copy of in providing services to the Fund (or adversely affects the Adviser’s ability to comply with any such recordslaw, rule or regulation); or (c) any material weaknesses in its cybersecurity procedures.
Appears in 1 contract
Sources: Investment Advisory Agreement (Peachtree Alternative Strategies Fund)
Duties of the Adviser. (a) The Company hereby employs the Adviser to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the supervision of the Board of Directors of the Company (the “Board”), for the period and upon the terms herein set forth, (ix) in accordance with the investment objective, policies and restrictions that are set forth in the Company’s registration statement on Form N-2 (File No. 333-148734) initially filed on January 18, 2008 10 (as the same shall be amended from time to time, the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “SEC”), and prior to the date on which the SEC declares the Company’s Registration Statement effective, in accordance with the investment objective, policies and restrictions that are set forth in the Company’s confidential private placement memorandum dated April 2020, as amended from time to time (the “PPM”); (iiy) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws as the same shall be amended from time to time; and (iiiz) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, : (i) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Company; (iii) close and monitor the Company’s investments; (iv) determine the securities and other assets that the Company will purchase, retain, or sell; (v) use reasonable endeavors to ensure that the Company’s investments consist mainly of shares, securities or currencies (or derivative contracts relating thereto), which for the avoidance of doubt may include loans, notes and other evidences of indebtedness; (vi) perform due diligence on prospective portfolio companies; and (vivii) provide the Company with such other investment advisory, research research, and related services as the Company may, from time to time, reasonably require for the investment of its funds, including providing operating and managerial assistance to the Company and its portfolio companies as required. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary or appropriate for the Adviser to make investments on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(ed) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.
e) The Adviser shall be primarily responsible for the execution of any trades in securities in the Company’s portfolio and the Company’s allocation of brokerage commissions.
Appears in 1 contract
Sources: Investment Advisory Agreement (Owl Rock Capital Corp III)
Duties of the Adviser. (a) The Company hereby employs the Adviser to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the supervision of the Board of Directors of the Company (the “"Board”"), for the period and upon the terms herein set forth. In the performance of its duties, the Adviser shall at all times conform to, and act in accordance with, any requirements imposed by (i) the provisions of the Investment Company Act, and of any rules or regulations in accordance with force thereunder, subject to the terms of any exemptive order applicable to the Company; (ii) the U.S. Employee Retirement Income Security Act of 1974, as amended ("ERISA"), if applicable; (iii) any other applicable provision of law; (iv) the provisions of the Articles of Incorporation (the "Charter") and the Bylaws of the Company, each as amended and/or restated from time to time; (v) the investment objectiveobjectives, policies and restrictions that are applicable to the Company as set forth in the Company’s registration statement 's Registration Statement on Form N-2 10, first filed with the Securities and Exchange Commission (File No. 333-148734the "SEC") initially filed on January 18November 22, 2008 2019 (the "Registration Statement"), as the same shall they may be amended from time to time, time by the “Registration Statement”); (ii) in accordance with all other applicable federal and state laws, rules and regulations, and Board upon written notice to the Company’s charter and by-laws as the same shall be amended from time to timeAdviser; and (iiivi) any other policies and determinations of the Board provided in accordance with writing to the Investment Company ActAdviser. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Company; (iii) close execute, monitor and monitor service the Company’s 's investments; (iv) determine the securities and other assets that the Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; (vi) vote, exercise consents and exercise all other rights appertaining to such securities and other assets on behalf of the Company; and (vivii) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s 's investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s 's behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
(ed) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s 's portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s 's request, provided that the Adviser may retain a copy of such records.
Appears in 1 contract
Sources: Investment Advisory and Management Agreement (NMF SLF I, Inc.)