Investment Management Agreement Sample Contracts

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OneBeacon – Second Amended and Restated Investment Management Agreement (September 28th, 2017)

WHITE MOUNTAINS ADVISORS LLC, a Delaware limited liability company (the "Advisor"), having an address at 200 Hubbard Road, Guilford, Connecticut 06437, and OneBeacon Insurance Group, Ltd., an exempted limited liability company organized under the laws of Bermuda (the "Client"), having an address at 605 North Highway 169, Plymouth, Minnesota 55441, and each affiliate company of the Client listed on Schedule B, and each having an address of 605 North Highway 169, Plymouth, Minnesota 55441, or which hereinafter becomes a party to this Agreement (each, an "Affiliated Company", and collectively, the "Affiliated Companies"), hereby enter into this Second Amended and Restated Investment Management Agreement (this "Agreement"), dated as of September 28, 2017, and hereby amend and restate in its entirety the Amended and Restated Investment Management Agreement, dated December 23, 2014. The parties hereby agree that the Advisor shall act as discretionary advisor with respect to certain assets of

White Mountains Insurance Group, Ltd. – Second Amended and Restated Investment Management Agreement (September 28th, 2017)

WHITE MOUNTAINS ADVISORS LLC, a Delaware limited liability company (the "Advisor"), having an address at 200 Hubbard Road, Guilford, Connecticut 06437, and OneBeacon Insurance Group, Ltd., an exempted limited liability company organized under the laws of Bermuda (the "Client"), having an address at 605 North Highway 169, Plymouth, Minnesota 55441, and each affiliate company of the Client listed on Schedule B, and each having an address of 605 North Highway 169, Plymouth, Minnesota 55441, or which hereinafter becomes a party to this Agreement (each, an "Affiliated Company", and collectively, the "Affiliated Companies"), hereby enter into this Second Amended and Restated Investment Management Agreement (this "Agreement"), dated as of September 28, 2017, and hereby amend and restate in its entirety the Amended and Restated Investment Management Agreement, dated December 23, 2014. The parties hereby agree that the Advisor shall act as discretionary advisor with respect to certain assets of

MetLife Insurance Co USA – Dated January 1, 2017 Metlife Investment Advisors, Llc and Metlife Insurance Company Usa Investment Management Agreement (August 10th, 2017)

METLIFE INVESTMENT ADVISORS, LLC, a limited liability company organized under the laws of the State of Delaware (Investment Manager), has agreed to provide METLIFE INSURANCE COMPANY USA, an insurance company organized under the laws of the State of Delaware (Client), with certain investment management and other services as further detailed in this investment management agreement (the Agreement), effective as of January 1, 2017 (the Effective Date).

First Metlife Investors Insurance Co – Dated January 1 , 2017 Metlife Investment Advisors, Llc and First Metlife Investors Insurance Company Investment Management Agreement (August 10th, 2017)

METLIFE INVESTMENT ADVISORS, LLC, a limited liability company organized under the laws of the State of Delaware (Investment Manager), has agreed to provide FIRST METLIFE INVESTORS INSURANCE COMPANY, an insurance company organized under the laws of the State of New York (Client), with certain investment management and other services as further detailed in this investment management agreement (the Agreement), effective as of January 1, 2017 (the Effective Date).

Brighthouse Financial, Inc. – Dated January 1, 2017 Metlife Investment Advisors, Llc and Metlife Insurance Company Usa Investment Management Agreement (August 9th, 2017)

METLIFE INVESTMENT ADVISORS, LLC, a limited liability company organized under the laws of the State of Delaware (Investment Manager), has agreed to provide METLIFE INSURANCE COMPANY USA, an insurance company organized under the laws of the State of Delaware (Client), with certain investment management and other services as further detailed in this investment management agreement (the Agreement), effective as of January 1, 2017 (the Effective Date).

OneBeacon – Fourth Amendment to Amended and Restated Investment Management Agreement (May 2nd, 2017)

THIS FOURTH AMENDMENT dated as of February 28, 2017, to the Amended and Restated Investment Management Agreement (the "Agreement") dated as of December 23, 2014, is entered into between WHITE MOUNTAINS ADVISORS LLC, a limited liability company organized under the laws of the state of Delaware (the "Advisor") and ONEBEACON INSURANCE GROUP, LTD., an exempted limited liability company organized under the laws of Bermuda (the "Client").

White Mountains Insurance Group, Ltd. – Fourth Amendment to Amended and Restated Investment Management Agreement (May 2nd, 2017)

THIS FOURTH AMENDMENT dated as of February 28, 2017, to the Amended and Restated Investment Management Agreement (the "Agreement") dated as of December 23, 2014, is entered into between WHITE MOUNTAINS ADVISORS LLC, a limited liability company organized under the laws of the state of Delaware (the "Advisor") and ONEBEACON INSURANCE GROUP, LTD., an exempted limited liability company organized under the laws of Bermuda (the "Client").

Kennedy-Wilson Holdings Inc. – Investment Management Agreement (April 24th, 2017)
Siguler Guff Small Business Credit Opportunities Fund, Inc – Amended and Restated Investment Management Agreement (March 31st, 2017)

THIS AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT (this "Agreement") is made as of November 9, 2016, between SIGULER GUFF SMALL BUSINESS CREDIT OPPORTUNITIES FUND, INC., a Maryland corporation ("Fund"), and SIGULER GUFF ADVISERS, LLC, a Delaware limited liability company ("Siguler Guff Advisers"). Siguler Guff Advisers is sometimes referred to herein as the "Manager".

Fairholme Trust Company, Llc Investment Management Agreement (March 2nd, 2017)

This Investment Management Agreement (this "Agreement") is made and entered into this 9th day of October, 2015 by and between The St. Joe Company (the "Client") and Fairholme Trust Company, LLC, a Florida limited liability company and trust company organized in accordance with the Florida Financial Institutions Codes, having offices at 4400 Biscayne Boulevard, 9th Floor, Miami, FL 33137 ("FTC"). Depending on the context, references to FTC also includes reference to one or more of its affiliated entities or to it and one or more of such affiliated entities collectively. Furthermore, each of the Client and FTC may be referred to herein as a "Party" and collectively, as the "Parties".

Waddell & Reed Financial, Inc. – Investment Management Agreement (February 24th, 2017)

THIS AGREEMENT, dated as of October 1, 2016, is entered into by and between InvestEd Portfolios (the "Trust") and Ivy Investment Management Company ("IICO"), with respect to each series of the Trust listed in Exhibit A (each, a "Fund").

FS Investment Corp IV – And FS INVESTMENT CORPORATION IV, as Investment Manager INVESTMENT MANAGEMENT AGREEMENT Dated as of March 1, 2017 (February 15th, 2017)

INVESTMENT MANAGEMENT AGREEMENT, dated as of March 1, 2017 (this "Agreement"), between BROOMALL FUNDING LLC, a Delaware limited liability company (the "Company"), and FS INVESTMENT CORPORATION IV, a Maryland corporation, as investment manager (in such capacity, the "Investment Manager").

Great Elm Capital Corp. – Investment Management Agreement (November 7th, 2016)

INVESTMENT MANAGEMENT AGREEMENT, dated as of September 27, 2016 (this Agreement), by and between Great Elm Capital Corp., a Maryland corporation (the Company), and Great Elm Capital Management, Inc., a Delaware corporation (the Investment Manager).

First Amendment to Investment Management Agreement (November 3rd, 2016)

This First Amendment to Investment Management Agreement ("First Amendment") is made effective as of the 1st day of November, 2016, by and between FAIRHOLME TRUST COMPANY, LLC., a Florida limited liability company and THE ST. JOE COMPANY, a Florida corporation ("Client").

Waddell & Reed Financial, Inc. – Investment Management Agreement (October 28th, 2016)

THIS AGREEMENT, dated as of July 29, 2016, is entered into by and between Ivy Variable Insurance Portfolios f/k/a Ivy Funds Variable Insurance Portfolios (the "Trust") and Ivy Investment Management Company ("IICO"), with respect to each series of the Trust listed in Appendix A (each, a "Fund").

Waddell & Reed Financial, Inc. – Investment Management Agreement (October 28th, 2016)

THIS AGREEMENT, made as of September 1, 2016, is entered into by and between IVY NEXTSHARES (hereinafter called the "Trust"), and IVY INVESTMENT MANAGEMENT COMPANY (hereinafter called "IICO"), with respect to each series of the Trust listed in Appendix A (each, a "Fund" and collectively, the "Funds").

Waddell & Reed Financial, Inc. – Investment Management Agreement (October 28th, 2016)

THIS AGREEMENT, dated as of July 29, 2016, is entered into by and between Ivy Variable Insurance Portfolios f/k/a Ivy Funds Variable Insurance Portfolios (the "Trust") and Ivy Investment Management Company ("IICO"), with respect to each series of the Trust listed in Appendix A (each, a "Fund").

US Alliance Corp – GENERAL RE - NEW ENGLAND ASSET MANAGEMENT, INC. Investment Management Agreement (June 29th, 2016)

Additional benchmarks may be developed based on this policy and market conditions. The benchmarks will change from time to time to respond to market conditions. Based on market conditions and other considerations, investments in the approved investment instruments set fort in sction I of this Investement Policy will be maintained in the following ranges:

US Alliance Corp – Subadvisory Investment Management Agreement (June 29th, 2016)

THIS SUBADVISORY INVESTMENT MANAGEMENT AGREEMENT is effective on December 19, 2012 ("Agreement") by and between US ALLIANCE INVESTMENT CORPORATION ("Adviser"), a corporation organized under the laws of the State of Kansas, and GENERAL RE -- NEW ENGLAND ASSET MANAGEMENT, INC. ("Sub-Adviser"), a corporation organized under the laws of Delaware. This Agreement includes Schedules A through E, which are incorporated in their entirety by reference.

Third Point Reinsurance Ltd. Co – AMENDED AND RESTATED JOINT VENTURE AND INVESTMENT MANAGEMENT AGREEMENT by and Among THIRD POINT REINSURANCE COMPANY LTD., THIRD POINT REINSURANCE LTD., THIRD POINT LLC And (June 28th, 2016)

THIS AMENDED AND RESTATED JOINT VENTURE AND INVESTMENT MANAGEMENT AGREEMENT (as amended from time to time, this "Agreement") is made as of this 22nd day of June, 2016 by and among Third Point Reinsurance Company Ltd., a Bermuda Class 4 insurance company ("TP Re"), Third Point Reinsurance Ltd., a Bermuda corporation and the direct parent of TP Re ("Holdco"), Third Point Advisors LLC, a Delaware limited liability company ("TP GP"), and Third Point LLC, a Delaware limited liability company ("Third Point") and those Persons who may hereafter be admitted as Participants in accordance with the provisions hereof. This Agreement shall be effective as of December 22, 2016 (the "Effective Date").

Third Point Reinsurance Ltd. Co – Amended and Restated Joint Venture and Investment Management Agreement (June 28th, 2016)

THIS AMENDED AND RESTATED JOINT VENTURE AND INVESTMENT MANAGEMENT AGREEMENT (as amended from time to time, this "Agreement") is made as of this 22nd day of June, 2016 by and among Third Point Re (USA) Holdings Inc., a Delaware corporation, Third Point Reinsurance USA Ltd., a Bermuda Class 4 insurance company ("TP Re USA"), Third Point Advisors LLC, a Delaware limited liability company ("TP GP"), and Third Point LLC, a Delaware limited liability company ("Third Point") and those Persons who may hereafter be admitted as Participants in accordance with the provisions hereof. This Agreement shall be effective as of December 22, 2016 (the "Effective Date").

FS Energy & Power Fund – Investment Management Agreement (May 24th, 2016)

This Investment Management Agreement (the "Agreement"), dated as of May 18, 2016 is made by and between BRYN MAWR FUNDING LLC (the "Company"), a Delaware limited liability company, and FS ENERGY AND POWER FUND (the "Investment Manager"), a Delaware statutory trust. Unless otherwise specified, capitalized terms used but not otherwise defined in this Agreement shall have the meanings given to them in the Limited Liability Company Agreement of the Company dated as of the date hereof (as the same may be amended from time to time, the "Operating Agreement").

Third Point Reinsurance Ltd. Co – Waiver to Joint Venture and Investment Management Agreement (May 9th, 2016)

THIS WAIVER TO JOINT VENTURE AND INVESTMENT MANAGEMENT AGREEMENT (this "Waiver") dated as of May 4, 2016, is made in respect to that certain Joint Venture and Investment Management Agreement dated as of December 22, 2011 (the "JV/IMA"), by and among Third Point Reinsurance Company Ltd., a Bermuda Class 4 insurance company ("TP Re"), Third Point Reinsurance Ltd., a Bermuda corporation and the direct parent of TP Re ("Holdco"), Third Point Advisors LLC, a Delaware limited liability company ("TP GP"), and Third Point LLC, a Delaware limited liability company ("Third Point"). All capitalized terms used in this Waiver and not otherwise defined herein shall have the respective meanings ascribed to them in the JV/IMA.

Siguler Guff Small Business Credit Opportunities Fund, Inc – Investment Management Agreement (March 29th, 2016)

THIS INVESTMENT MANAGEMENT AGREEMENT (this "Agreement") is made as of June 8, 2015, between SIGULER GUFF SMALL BUSINESS CREDIT OPPORTUNITIES FUND, INC., a Maryland corporation ("Fund"), and SIGULER GUFF ADVISERS, LLC, a Delaware limited liability company ("Siguler Guff Advisers"). Siguler Guff Advisers is sometimes referred to herein as the "Manager".

TIAA-CREF Life Insurance CO – Investment Management Agreement (March 23rd, 2016)

THIS INVESTMENT MANAGEMENT AGREEMENT (the "Agreement") is effective as of May 10, 2012 by and between Teachers Advisors, Inc. ("Adviser") and TIAA-CREF Life Insurance Company ("Client").

Waddell & Reed Financial, Inc. – First Amended and Restated Investment Management Agreement (February 26th, 2016)

IVY GLOBAL INVESTORS FUND, a societe dinvestissement a capital variable organized under the laws of the Grand Duchy of Luxembourg with its registered office at 106 route dArlon, L-8210 Mamer, Grand Duchy of Luxembourg (hereafter referred to as the Company and formerly known as Selector Management Fund);

FS Investment Corp IV – Investment Management Agreement (January 22nd, 2016)

This Investment Management Agreement (the "Agreement"), dated as of January 19, 2016, is made by and between CHELTENHAM FUNDING LLC (the "Company"), a Delaware limited liability company, and FS INVESTMENT CORPORATION IV (the "Investment Manager"), a Maryland corporation. Reference is made to that certain ISDA 2002 Master Agreement (together with the Schedule, Credit Support Annex and the total return swap transaction Confirmation related thereto, as amended, modified, extended, supplemented or restated from time to time, collectively, the "Swap Agreement") between the Company and Citibank, N.A. ("Citibank"). Unless otherwise specified, capitalized terms used but not otherwise defined in this Agreement shall have the meanings given to them in the Limited Liability Company Agreement of the Company dated as of January 19, 2016 (as the same may be amended from time to time, the "Operating Agreement") or if not defined therein, shall have the meanings given to them in the Swap Agreement. Re

Carey Credit Income Fund 2016 T – INVESTMENT MANAGEMENT AGREEMENT Dated as of December 17, 2015 BY AND BETWEEN (December 22nd, 2015)

This Investment Management Agreement (the Agreement), dated as of December 17, 2015, is made by and between HAMILTON FINANCE LLC, a Delaware limited liability company (the Company), and CAREY CREDIT INCOME FUND, a Delaware statutory trust (in its capacity as investment manager to the Company appointed pursuant to the Agreement, the Investment Manager). Reference is made to that certain Loan Agreement, dated as of the date hereof, among the Company, the lenders (the Lenders) and agents (the Agents) referred to therein, JPMorgan Chase Bank, National Association, as administrative agent (the Administrative Agent), U.S. Bank National Association, as collateral agent (the Collateral Agent), as securities intermediary (the Securities Intermediary) and as collateral administrator (the Collateral Administrator) (as the same may be amended, restated, supplemented or otherwise modified from time to time, the Loan Agreement). Unless otherwise specified, capitalized terms used but not otherwise d

Carey Credit Income Fund – INVESTMENT MANAGEMENT AGREEMENT Dated as of December 17, 2015 BY AND BETWEEN (December 22nd, 2015)

This Investment Management Agreement (the Agreement), dated as of December 17, 2015, is made by and between HAMILTON FINANCE LLC, a Delaware limited liability company (the Company), and CAREY CREDIT INCOME FUND, a Delaware statutory trust (in its capacity as investment manager to the Company appointed pursuant to the Agreement, the Investment Manager). Reference is made to that certain Loan Agreement, dated as of the date hereof, among the Company, the lenders (the Lenders) and agents (the Agents) referred to therein, JPMorgan Chase Bank, National Association, as administrative agent (the Administrative Agent), U.S. Bank National Association, as collateral agent (the Collateral Agent), as securities intermediary (the Securities Intermediary) and as collateral administrator (the Collateral Administrator) (as the same may be amended, restated, supplemented or otherwise modified from time to time, the Loan Agreement). Unless otherwise specified, capitalized terms used but not otherwise d

Carey Credit Income Fund - I – INVESTMENT MANAGEMENT AGREEMENT Dated as of December 17, 2015 BY AND BETWEEN (December 22nd, 2015)

This Investment Management Agreement (the Agreement), dated as of December 17, 2015, is made by and between HAMILTON FINANCE LLC, a Delaware limited liability company (the Company), and CAREY CREDIT INCOME FUND, a Delaware statutory trust (in its capacity as investment manager to the Company appointed pursuant to the Agreement, the Investment Manager). Reference is made to that certain Loan Agreement, dated as of the date hereof, among the Company, the lenders (the Lenders) and agents (the Agents) referred to therein, JPMorgan Chase Bank, National Association, as administrative agent (the Administrative Agent), U.S. Bank National Association, as collateral agent (the Collateral Agent), as securities intermediary (the Securities Intermediary) and as collateral administrator (the Collateral Administrator) (as the same may be amended, restated, supplemented or otherwise modified from time to time, the Loan Agreement). Unless otherwise specified, capitalized terms used but not otherwise d

FS Energy & Power Fund – Investment Management Agreement (November 12th, 2015)

This Investment Management Agreement (the "Agreement"), dated as of November 6, 2015 is made by and between FOXFIELDS FUNDING LLC (the "Company"), a Delaware limited liability company, and FS ENERGY AND POWER FUND (the "Investment Manager"), a Delaware statutory trust. Unless otherwise specified, capitalized terms used but not otherwise defined in this Agreement shall have the meanings given to them in the Limited Liability Company Agreement of the Company dated as of the date hereof (as the same may be amended from time to time, the "Operating Agreement"), or if not defined therein, shall have the meanings given to them in the Term Loan and Security Agreement, dated as of the date hereof, by and among the Company, the other loan parties signatory thereto from time to time, the lenders from time to time party thereto and Fortress Credit Co LLC, as administrative agent (as the same may be amended from to time, the "Loan Agreement").

OneBeacon – First Amendment to the Amended and Restated Investment Management Agreement (August 3rd, 2015)

THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT dated as of May 1, 2015 (this "Amendment") is entered into between WHITE MOUNTAINS ADVISORS LLC, a Delaware limited liability company (the "Advisor"), and ONEBEACON INSURANCE GROUP, LTD., an exempted limited liability company organized under the laws of Bermuda (the "Client").

FS Investment Corp III – Amended and Restated Investment Management Agreement (June 24th, 2015)

This Amended and Restated Investment Management Agreement (the "Agreement"), dated as of June 18, 2015 is made by and between GERMANTOWN FUNDING LLC (the "Company"), a Delaware limited liability company and FS INVESTMENT CORPORATION III (together with its successors and permitted assigns, the "Investment Manager"), a Maryland corporation. Unless otherwise specified, capitalized terms used but not otherwise defined in this Agreement shall have the meanings given to them in the Limited Liability Company Agreement of the Company dated as of April 28, 2015 (as the same may be amended from time to time, the "Operating Agreement"), or if not defined therein, shall have the meanings given to them in the Amended and Restated Sale and Contribution Agreement dated as of the date hereof by and among FS Investment Corporation III and Germantown Funding LLC (as the same may be amended from time to time, the "Sale and Contribution Agreement"), or if not defined therein, shall have the meanings given

FS Investment Corp II – FS INVESTMENT CORPORATION II as Investment Manager AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT Dated as of May 29, 2015 (June 4th, 2015)

Amended and Restated INVESTMENT MANAGEMENT AGREEMENT, dated as of May 29, 2015 (this "Agreement"), between COOPER RIVER LLC, a Delaware limited liability company (the "Company"), and FS INVESTMENT CORPORATION II, a Maryland corporation (in such capacity, the "Investment Manager"). This Agreement amends and restates in its entirety the Investment Management Agreement, dated as of March 27, 2013, by and between the Company and the Investment Manager.

Venture Lending & Leasing VIII, Inc. – Investment Management Agreement (May 29th, 2015)

THIS INVESTMENT MANAGEMENT AGREEMENT (this "Agreement") is made as of [__________], 2015, between VENTURE LENDING & LEASING VIII, INC., a Maryland corporation (the "Fund"), and WESTECH INVESTMENT ADVISORS LLC, a California limited liability company ("Westech Advisors"). Westech Advisors is sometimes referred to herein as the "Manager".