EXHIBIT g
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made this ____ day of_________, by and between The Oxbow
Fund, LLC, a New Jersey limited liability company (the "Fund"), and C.J.M. Asset
Management, LLC, a New Jersey limited liability company ("CJM" or the
"Investment Manager").
WHEREAS, the Fund is a closed-end management investment company that has
elected to be regulated as a business development company pursuant to Section 54
under the Investment Company Act of 1940, as amended (the "1940 Act").
WHEREAS, the Fund desires to retain the Investment Manager to render
investment management services to the Fund and the Investment Manager is willing
to render such services:
NOW THEREFORE, in consideration of mutual covenants herein contained, the
parties hereto agree as follows:
1. DUTIES OF THE INVESTMENT MANAGER. The Fund hereby appoints the
Investment Manager to act as investment adviser for the period and on such terms
set forth in this Agreement. The Fund employs the Investment Manager to manage
the investment and reinvestment of the Fund's assets, to continuously review,
supervise and administer the investment program of the Fund to determine in its
discretion the securities to be purchased or sold and the portion of the Fund's
assets to be held uninvested, to provide the Fund with records concerning the
Investment Manager's activities which the Fund is required to maintain, and to
render regular reports to the Fund's Directors concerning the Investment
Manager's discharge of the foregoing responsibilities.
The Investment Manager accepts such employment and shall discharge the
foregoing responsibilities subject to the control of the Directors of the Fund,
and in compliance with the objectives, policies and limitations set forth in the
Fund's prospectus as amended or supplemented from time to time (the
"Prospectus"), and applicable laws and regulations.
2. PORTFOLIO TRANSACTIONS. The Investment Manager is authorized to select
the brokers or dealers that will execute purchases and sales of portfolio
securities for the Fund, to the extent that brokers or dealers will be used to
execute any such transactions, and are directed to use their best efforts to
obtain the best net results as described in the Fund's Prospectus from time to
time. The Investment Manager agrees to promptly communicate to the Directors of
the Fund such information relating to transactions as they may reasonably
request. The Investment Manager shall further be authorized to incur investment
banking fees, finders fees and other expenses relating to the acquisition of
securities of portfolio companies and to be reimbursed for such expenses and
fees from assets of the Fund.
3. COMPENSATION OF THE INVESTMENT MANAGER. For the services to be rendered
by the Investment Manager as provided in Sections 1 and 2 of this Agreement, the
Fund
shall pay to the Investment Manager an annual Management Fee equal to 2.5%
of total Investor "adjusted capital contributions" (as defined in the Fund's
Operating Agreement) payable quarterly in arrears. The Investment Manager will
also be allocated 20% of the Fund's net profits under the Fund's Operating
Agreement.
In the event of termination of this Agreement, the fee provided under this
Section shall be computed on the basis of the period ending on the last business
day on which this Agreement is in effect subject to a pro rata adjustment based
on the number of days elapsed in the current month as a percentage of the total
number of days in such month.
4. REPORTS. The Fund and the Investment Manager agrees to furnish to each
other current Prospectuses, proxy statements, reports to shareholders, certified
copies of their financial statements, and such other information with regard to
their affairs as each may reasonably request.
5. STATUS OF INVESTMENT MANAGER. The services of the Investment
Manager to the Fund are not to be deemed exclusive, and the Investment
Manager shall be free to render similar services to others so long as its
services to the Fund are not impaired thereby.
6. LIABILITY OF INVESTMENT MANAGER. In the absence of: (i) willful
misfeasance, bad faith or gross negligence on the part of the Investment Manager
in performance of its obligations and duties hereunder; (ii) reckless disregard
by the Investment Manager of its obligations and duties hereunder; (iii) a loss
resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services (in which case any award of damages shall be limited
to the period and the amount set forth in Section 36(b)(3) of the 1940 Act, as
amended), the Investment Manager shall not be subject to any liability
whatsoever to the Fund, or to any unitholder of the Fund, for any error of
judgment, mistake of law or any other act or omission in the course of, or
connected with, rendering services hereunder including, without limitation, for
any losses that may be sustained in connection with the purchase, holding,
redemption or sale of any security on behalf of the Fund.
7. PERMISSIBLE INTERESTS. Subject to and in accordance with the Operating
Agreement of the Fund and the Operating Agreement of the Investment Manager,
respectively, Directors agents and unitholders of the Fund are or may be
interested in the Investment Manager (or any successor thereof) as officers,
directors or otherwise; officers, agents and directors of the Investment Manager
are or may be interested in the Fund as Directors, officers, unitholders or
otherwise; and the Investment Manager (or any successor) are or may be
interested in the Fund as unitholder or otherwise. The effect of any such
interrelationships shall be governed by said Operating Agreements, and the
relevant provisions of the 1940 Act. All such interests shall be fully disclosed
between the parties on an ongoing basis and in the Fund's Prospectus as required
by law.
8. OPERATING AGREEMENT. The Investment Manager is hereby expressly put on
notice of the limitation of unitholder and Director liability as set forth in
Articles 3 and 7 of the Operating Agreement of the Fund and pursuant to the New
Jersey Limited Liability Company Act (the "Act") and agree that the obligations
assumed by the Fund pursuant to this
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Agreement shall be limited in all cases to the Fund and its assets, and the
Investment Manager shall not seek satisfaction of any such obligation from the
unitholders or any unitholder of the Fund. Nor shall the Investment Manager seek
satisfaction of any such obligations from the Directors or any individual
Director.
9. DURATION AND TERMINATION. Unless sooner terminated or extended as
provided herein, this Agreement shall terminate on that date which is two years
from the date of its execution. Notwithstanding the foregoing, this Agreement
may be extended for additional periods of one year from such date by vote of a
majority of the Directors of the Fund or a majority of the Fund's Members. This
Agreement may be terminated by the Fund at any time, without the payment of any
penalty, by vote of a majority of the Directors of the Fund or by vote of a
majority of the outstanding voting securities of the Fund on 60 days' written
notice to the Investment Manager. This Agreement may be terminated by the
Investment Manager at any time, without the payment of any penalty, upon 60
days' written notice to the Fund. This Agreement will automatically and
immediately terminate in the event of its assignment. Any notice under this
Agreement shall be given in writing, addressed and delivered or mailed postpaid,
to the other parties at any office of such party.
As used in this Section, the terms "assignment" and "majority" shall have
the meanings set forth respectively in Sections 2(a)(4) and 2(a)(42) of the 1940
Act.
10. AMENDMENT OF AGREEMENT. This Agreement may be amended by mutual
consent, but the consent of the Fund must be obtained (a) by a vote of a
majority of those Directors of the Fund who are not parties to this Agreement or
interested persons of any such party, cast in person at a meeting called for the
purpose of voting on such amendment, and (b) to the extent required by the 1940
Act, by vote of a majority of the outstanding voting securities of the Fund.
11. GOVERNING LAW. All questions concerning the validity, meaning and
effect of this Agreement shall be determined in accordance with the laws
(without giving effect to the conflict-of-law principles thereof) of the State
of New Jersey applicable to contracts made and to be performed in that state.
12. SEVERABILITY. If any provision of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall be affected thereby.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of this _____ day of ___________.
THE OXBOW FUND, LLC
By:
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Name:
Title:
C.J.M. ASSET MANAGEMENT, LLC
BY:
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Name:
Title:
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