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Assignment Of Investment Advisory Agreement Negative Consent

Sections 205(a) (2) and (3) of the Consultants Act generally prohibit registered advisors and registered advisors from concluding, renewing, renewing or implementing a consulting contract that does not contain the provisions set out in these sections. In general, this means that a consulting contract must provide that (i) the contract cannot be awarded by a registered consultant without the client`s consent and (ii) the registered advisor when a partnership informs its clients of any change in membership within a reasonable time after such a change. A non-securities advisor may meet the definition of investment advisor defined in Section 2 (a) (20) of the Corporations Act. Section 2 (a) (a) (20) of the Corporations Act defines an investment advisor of an investment company that includes a person who “periodically has such a company, with respect to the appropriateness of the investment, purchase or sale of securities or other securities, or to determine which securities or other assets must be purchased or sold by that company.” A non-securities advisor for a RIC or BDC that meets the definition of Section 2(a) (a) (a) of the Corporations Act is subject to the provisions of the Corporations Act applicable to an investment advisor. These provisions include, among other things, Section 15 of the Companies Act relating to the Investment Advisor Contract and Section 17 of the Corporations Act, which prohibits certain related transactions. [27 March 2012] Recently, the Staff was asked to give its opinion on the following situation: a fund had separate administrative and board agreements and its board of directors wanted to consolidate the terms of any agreement into a single “administrative arrangement” without obtaining the sole consent of shareholders in accordance with Section 15 (a) of the Investment Corporation Act of 1940. Contractual relationships would be adapted so that another entity (i.e. the consultant) would be responsible for the provision of fund management services, but the nature and size of services would not diminish. The management agreement would provide for a management royalty rate equal to the sum of the fee rate submitted for consultation, determined under the existing advisory agreement, and the royalty rate payable under the existing administrative agreement. The management agreement would be approved by the Fund`s Board of Directors, including the majority of independent directors. The Fund would notify the existing agreement in writing of the new agreement by the time the Fund`s next periodic (annual or semi-annual) report is sent and would include this notification in any prospectus sent to potential shareholders until the prospectus is amended to reflect the existence of the new agreement.