UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-2
(Check appropriate box or boxes)
| [X] | REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |
| [ ] | Pre-Effective Amendment No. ___ |
| [X] | Post-Effective Amendment No. 1 |
| and | |
| [X] | REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |
| [X] | Amendment No. 3 |
RENN Fund, Inc.
470 Park Avenue South, New York, NY 10016
Registrant’s Telephone Number, including Area Code (241) 891-8294
UMB Fund Services (“UMB”) – c/o RENN Fund, Inc., 235 W. Galena Street, Milwaukee, WI 53212-3949
Copies of Communications to:
Monica
L. Parry
Morgan, Lewis & Bockius LLP
1111 Pennsylvania Avenue, NW
Washington, DC 20004-2541
Approximate Date of Proposed Public Offering: From time to time after the effective date of this Registration Statement.
If the securities being registered on this form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933, other than securities offered in connection with a dividend reinvestment plan, check the following box. [X]
It is proposed that this filing will become effective immediately pursuant to Rule 462(d).
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-227230) of Renn Fund, Inc. (the “Registration Statement”) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “1933 Act”), solely for the purpose of filing exhibits to the Registration Statement. Accordingly, this Post-Effective Amendment No. 1 consists only of a facing page, this explanatory note and Part C of the Registration Statement setting forth the exhibits to the Registration Statement. This Post-Effective Amendment No. 1 does not modify any other part of the Registration Statement. Pursuant to Rule 462(d) under the 1933 Act, this Post-Effective Amendment No. 1 shall become effective immediately upon filing with the Securities and Exchange Commission. The contents of the Registration Statement are hereby incorporated by reference.
PART C
OTHER INFORMATION
| Item 25. | Financial Statements and Exhibits |
| 1. | Financial Statements. |
Contained in Part A:
Financial Highlights of the RENN Fund, Inc. (the “Registrant” or the “Fund”) for the fiscal years ended December 31, 2017, 2016, 2015, 2014 and 2013.
Contained in Part B:
Registrant’s Financial Statements are incorporated in Part B by reference to the Registrant’s December 31, 2017 Annual Report (audited) on Form N-CSR as filed with the U.S. Securities and Exchange Commission (the “SEC”) via EDGAR Accession No. 0001398344-18-003872 on March 9, 2018.
| 2. | Exhibits. |
| a.1 | Restated Articles of Incorporation dated February 23, 1994 are incorporated herein by reference to Exhibit a.1 to the Registrant’s Initial Registration Statement on Form N-2 (File No. 811-22299), as filed with the SEC via EDGAR Accession No. 0000919567-09-000038 on August 20, 2009. |
| a.2 | Articles of Amendment, dated May 15, 2009, to the Restated Articles of Incorporation dated February 23, 1994 are incorporated herein by reference to Exhibit a.2 to the Registrant’s Initial Registration Statement on Form N-2 (File No. 811-22299), as filed with the SEC via EDGAR Accession No. 0000919567-09-000038 on August 20, 2009. |
| a.3 | Certificate of Amendment to the certificate of formation dated July 2, 2014 is incorporated herein by reference to Exhibit a.3 to the Registrant’s Registration Statement on Form N-2 (File No. 811-22299), as filed with the SEC via EDGAR Accession No. 0001398344-18-013362 on September 7, 2018. |
| b. | ByLaws and amendments thereto, are incorporated herein by reference to Exhibit b. to the Registrant’s Initial Registration Statement on Form N-2 (File No. 811-22299), as filed with the SEC via EDGAR Accession No. 0000919567-09-000038 on August 20, 2009. |
| c. | Not applicable. |
| d. | Not applicable. |
| e. | Dividend Reinvestment Plan dated February 15, 1994 is incorporated herein by reference to Exhibit e. to the Registrant’s Initial Registration Statement on Form N-2 (File No. 811-22299), as filed with the SEC via EDGAR Accession No. 0000919567-09-000038 on August 20, 2009. |
| f. | Not applicable. |
| g.1 | Investment Advisory Agreement dated July 6, 2017 between the Registrant and Horizon Asset Management LLC (the “Adviser”) is incorporated herein by reference to Exhibit g. to the Registrant’s Registration Statement on Form N-2 (File No. 811-22299), as filed with the SEC via EDGAR Accession No. 0001398344-18-013362 on September 7, 2018. |
| g.2 | Investment Advisory Agreement dated March 1, 2018 between RENN Fund, Inc. (Cayman) and Horizon Asset Management LLC is filed herewith. | |
| h. | Not applicable. |
| i. | Not applicable. |
| j.1 | Custody Agreement dated July 6, 2017 between UMB Bank, N.A. and the Registrant (the “Custody Agreement”) is incorporated herein by reference to Exhibit j.1 to the Registrant’s Registration Statement on Form N-2 (File No. 811-22299), as filed with the SEC via EDGAR Accession No. 0001398344-18-013362 on September 7, 2018. |
| j.2 | Amended and Restated Appendix B dated March 15, 2018 to the Custody Agreement is incorporated herein by reference to Exhibit j.2 to the Registrant’s Registration Statement on Form N-2 (File No. 811-22299), as filed with the SEC via EDGAR Accession No. 0001398344-18-013362 on September 7, 2018. |
| k.1 | Administration and Fund Accounting Agreement dated July 6, 2017 between the Registrant and UMB Fund Services, Inc. is incorporated herein by reference to Exhibit k.1 to the Registrant’s Registration Statement on Form N-2 (File No. 811-22299), as filed with the SEC via EDGAR Accession No. 0001398344-18-013362 on September 7, 2018. |
| k.2 | Transfer Agency Agreement dated June 1, 2009 between the Registrant and American Stock Transfer & Trust Company is incorporated herein by reference to Exhibit k.2 to the Registrant’s Registration Statement on Form N-2 (File No. 811-22299), as filed with the SEC via EDGAR Accession No. 0001398344-18-013362 on September 7, 2018. |
| l.1 | Opinion of counsel, Morgan, Lewis & Bockius LLP is incorporated herein by reference to Exhibit l.1 to the Registrant’s Registration Statement on Form N-2 (File No. 811-22299), as filed with the SEC via EDGAR Accession No. 0001398344-18-017950 on December 13, 2018. |
| l.2 | Consent of Morgan, Lewis & Bockius LLP is incorporated herein by reference to Exhibit l.2 to the Registrant’s Registration Statement on Form N-2 (File No. 811-22299), as filed with the SEC via EDGAR Accession No. 0001398344-18-017950 on December 13, 2018. |
| m. | Not applicable. |
| n. | Consent of independent registered public accounting firm, Tait, Weller & Baker LLP is incorporated herein by reference to Exhibit n. to the Registrant’s Registration Statement on Form N-2 (File No. 811-22299), as filed with the SEC via EDGAR Accession No. 0001398344-18-017950 on December 13, 2018. |
| o. | Not applicable. |
| p. | Not applicable. |
| q. | Not applicable. |
| r.1 | Code of Ethics of the Registrant is incorporated herein by reference to Exhibit r.1 to the Registrant’s Registration Statement on Form N-2 (File No. 811-22299), as filed with the SEC via EDGAR Accession No. 0001398344-18-013362 on September 7, 2018. |
| r.2 | Code of Ethics of Horizon Kinetics LLC is incorporated herein by reference to Exhibit r.2 to the Registrant’s Registration Statement on Form N-2 (File No. 811-22299), as filed with the SEC via EDGAR Accession No. 0001398344-18-013362 on September 7, 2018. |
| Item 26. | Marketing Arrangements |
Not applicable.
| Item 27. | Other Expenses of Issuance and Distribution |
Not applicable.
| Item 28. | Persons Controlled by or Under Common Control |
The Fund does not consider that it is controlled, directly or indirectly, by any person. The information in the Statement of Additional Information regarding this subject is incorporated herein by reference.
| Item 29. | Number of Holders of Securities |
As of November 30, 2018:
| Title of Class | Number of Record Holders: 371 |
| Common Stock Shares Outstanding | 4,463,966.761 |
| Item 30. | Indemnification |
The Fund maintains a liability policy to protect the Fund from acts of the directors and officers of the Fund as they perform their duties as directors and officers, and from acts of the employees of Horizon Asset Management LLC as they perform their administrative duties on behalf of the Fund. The Investment Advisory Agreement provides indemnification to the Adviser and any of its affiliates, to the extent permitted by law, in the event of a suit threatened or filed against the Adviser and affiliates for acts or omissions arising out of their duties on behalf of the Fund. Willful misfeasance, bad faith, gross negligence, or reckless disregard in the performance of their duties are not covered.
Insofar as indemnification for liability arising under the Securities Act of 1933 (the “1933 Act”) may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.
| Item 31. | Business and Other Connections of Investment Adviser |
A description of any other business, profession, vocation or employment of a substantial nature in which the directors and officers of Horizons Asset Management LLC (“Horizons”), the Fund’s investment adviser, who serve as officers or Trustees of the Fund have engaged during the last two years for his or her account or in the capacity of director, officer, employee, partner or trustee appears under “Management” in the Statement of Additional Information. Such information for the remaining senior officers appears below:
| Name and Position with Horizons | Other Business Profession, Vocation or Employment During Past Two Years | |
| Murray Stahl | Chairman, Chief Executive Officer and Chief Investment Strategist of Horizon Kinetics LLC (including Horizon Asset Management LLC, Kinetics Asset Management LLC and Kinetics Advisers, LLC) Chairman, the FRMO Corp Director, Kinetics Mutual Funds, Inc. Director, Bermuda Stock Exchange Chairman, Minneapolis Grain Exchange Director, Winland Electronics, Inc. Director, IL&FS Securities Services LTD | |
| Eric Sites | Portfolio Manager, Horizon Kinetics LLC (including Horizon Asset Management LLC, Kinetics Asset Management LLC and Kinetics Adviser, LLC) Director, Bermuda Stock Exchange |
| Item 32. | Location of Accounts and Records |
Persons maintaining physical possession of accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the Rules promulgated thereunder are as follows:
Horizon Asset Management LLC (Adviser)
470 Park Avenue South
New York, NY 10016.
UMB Fund Services (Administrator, Fund Accounting Agent and Custodian)
235 W. Galena Street
Milwaukee, Wisconsin 53212-3949
American Stock Transfer & Trust Company (Transfer Agent)
6201 15th Avenue
Brooklyn, New York 11219
| Item 33. | Management Services |
The Fund has no contracts other than with its investment adviser and various service providers.
| Item 34. | Undertakings |
1. The Registrant undertakes to suspend the offering of common stock until the prospectus is amended if (1) subsequent to the effective date of its registration statement, the net asset value declines more than ten percent from its net asset value as of the effective date of this registration statement or (2) the net asset value increases to an amount greater than its net proceeds as stated in the prospectus.
2. Not applicable.
3. Not applicable.
4. Not applicable.
5. The Registrant Undertakes that:
(a) For the purpose of determining any liability under the 1933 Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant under Rule 497(h) under the 1933 Act [17 CFR 230.497(h)] shall be deemed to be part of this registration statement as of the time it was declared effective; and
(b) For the purpose of determining any liability under the 1933 Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.
6. The Registrant undertakes to send by first class mail or other means designed to ensure equally prominent delivery within two business days of receipt of a written or oral request the Registrant’s statement of additional information.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, and the State of New York, on the 20th day of December, 2018.
| RENN Fund, Inc. | |||
| By: | /s/ Jay Kesslen | ||
| Name: | Jay Kesslen | ||
| Title: | Vice President and Chief Compliance Officer | ||
| Signature | Title | Date | |
| /s/ Jay Kesslen | Vice President and Chief | December 20, 2018 | |
| Jay Kesslen | Compliance Officer | ||
| /s/ Russell Grimaldi | Secretary | December 20, 2018 | |
| Russell Grimaldi | |||
| /s/ Hugh Ross | Treasurer | December 20, 2018 | |
| Hugh Ross | |||
| /s/ Murray Stahl | Director | December 20, 2018 | |
| Murray Stahl | |||
| /s/ Eric Sites | Director | December 20, 2018 | |
| Eric Sites | |||
| /s/ Russell Cleveland | Director | December 20, 2018 | |
| Russell Cleveland | |||
| /s/ Alice C. Brennan | Director | December 20, 2018 | |
| Alice C. Brennan | |||
| /s/ Herbert M. Chain | Director | December 20, 2018 | |
| Herbert M. Chain |
EXHIBIT INDEX
| Exhibit | Exhibit Index |
| EX-99.g.2 | Investment Advisory Agreement dated March 1, 2018 between RENN Fund, Inc. (Cayman) and Horizon Asset Management LLC |
INVESTMENT ADVISORY AGREEMENT
RENN Fund, Inc. (Cayman)
AGREEMENT made as of March 1, 2018 between RENN Fund, Inc.(CAYMAN) (the “Company”), an exempt company organized under the Companies Law of the Cayman Islands and a wholly-owned subsidiary of RENN Fund, Inc. (the “Portfolio”), and HORIZON ASSET MANAGEMENT LLC, a Delaware limited liability company (the "Adviser").
WHEREAS, the Portfolio is a closed-end management investment company, registered under the Investment Company Act of 1940 (the “1940 Act”);
WHEREAS, the Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended;
WHEREAS, the Portfolio, on behalf of the Company, desires to retain the Adviser to render certain investment advisory services to the Company pursuant to the terms and provisions of this Agreement, and the Adviser is willing to render such services; and
NOW, THEREFORE, in consideration of the covenants and mutual premises hereinafter set forth, the parties to this Agreement, intending to be legally bound hereby, mutually agree as follows:
SECTION 1. APPOINTMENT. The Company desires to employ the capital of the Company by investing and reinvesting in investments of the kind and in accordance with the limitations specified in the provisions of the Memorandum of Association and Articles of Association of the Company, as may be amended from time to time, and in the Portfolio’s Prospectus and Statement of Additional Information as from time to time in effect (the “Prospectus” and “Statement of Additional Information,” respectively), and in such manner and to such extent as may from time to time be approved by the Board of Directors of the Portfolio and the Board of Directors of the Company. Copies of the Portfolio’s Prospectus and Statement of Additional Information have been or will be submitted to the Adviser. The Company desires to employ and hereby appoints the Adviser to act as investment adviser to the Company. The Adviser accepts the appointment and agrees to furnish the services for the compensation set forth below.
SECTION 2. DELIVERY OF DOCUMENTS. The Portfolio has furnished the Adviser with copies properly certified or authenticated of each of the following:
(a) Resolutions of the Board of Directors of the Portfolio authorizing the appointment of the Adviser and the execution and delivery of this Agreement; and
(b) A Prospectus and Statement of Additional Information relating to each class of shares representing interests in the Portfolio of the Portfolio.
The Portfolio will promptly furnish the Adviser from time to time with copies, properly certified or authenticated, of all amendments of or supplements to the foregoing, if any.
In addition to the foregoing, the Portfolio will also provide the Adviser with copies of the Company’s Memorandum of Association and Articles of Association of the Company, and any service contracts related to the Company, and will promptly furnish the Adviser with any amendments of or supplements to such documents.
SECTION 3. MANAGEMENT.
(a ) Subject to the supervision of the Board of Directors of the Company and subject to Section 3 (b) below, the Adviser will:
1. act in strict conformity with the provisions of Cayman Island law, the 1940 Act (to the extent required by law) and the Investment Advisers Act of 1940, as the same may from time to time be amended (the “Advisers Act”) to the extent applicable,
2. provide for the overall management of the Company including (i) the provision of a continuous investment program for the Company, including investment research and management with respect to all securities, investments, cash and cash equivalents in the Company, (ii) the determination from time to time of the securities and other investments to be purchased, retained, or sold by the Company, and (iii) the placement from time to time of orders for all purchases and sales made for the Company
The Adviser will provide the services rendered by it hereunder in accordance with the Company's investment objective, restrictions and policies. The Adviser further agrees that it will render to the Company's Board of Directors and the Portfolio’s Board of Directors such periodic and special reports regarding the performance of its duties under this Agreement as each Board may reasonably request. The Adviser agrees to provide to the Company (or its agents and service providers) prompt and accurate data with respect to the Company's transactions and, where not otherwise available, the daily valuation of securities in the Company.
(b) Sub-Advisers. The Adviser may delegate certain of its responsibilities hereunder with respect to provision of the investment advisory services set forth in Section 3(a) above to one or more other parties (each such party, a “Sub-Adviser”). Such Sub-Adviser may (but need not) be affiliated with the Adviser.
Any delegation of services pursuant to this Section 3(b) shall be subject to the following conditions:
1. Any fees or compensation payable to any Sub-Adviser shall be paid by the Adviser and no additional obligation may be incurred on the Company’s behalf to any Sub-Adviser; except that any Company expenses that may be incurred by the Adviser and paid by the Company to the Adviser directly may be incurred by the Sub-Adviser and paid by the Company to the Sub-Adviser directly, so long as such payment arrangements are approved by the Company and the Adviser prior to the Sub-Adviser’s incurring such expenses.
2. If the Adviser delegates its responsibilities to more than one Sub-Adviser, the Adviser shall be responsible for assigning to each Sub-Adviser that portion of the assets of the Company for which the Sub-Adviser is to act as Sub-Adviser, subject to the approval of the Company’s and the Portfolio’s Boards of Directors.
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3. To the extent that any obligations of the Adviser or any Sub-Adviser require any service provider of the Company to furnish information or services, such information or services shall be furnished by the Company’s service providers directly to both the Adviser and any Sub-Adviser.
SECTION 4. BROKERAGE. Subject to the Adviser's obligation to obtain best price and execution, the Adviser shall have full discretion to select brokers or dealers to effect the purchase and sale of securities. When the Adviser places orders for the purchase or sale of securities for the Company, in selecting brokers or dealers to execute such orders, the Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services for the benefit of the Company directly or indirectly. Without limiting the generality of the foregoing, the Adviser is authorized to cause the Company to pay brokerage commissions which may be in excess of the lowest rates available to brokers who execute transactions for the Company or who otherwise provide brokerage and research services utilized by the Adviser, provided that the Adviser determines in good faith that the amount of each such commission paid to a broker is reasonable in relation to the value of the brokerage and research services provided by such broker viewed in terms of either the particular transaction to which the commission relates or the Adviser's overall responsibilities with respect to accounts as to which the Adviser exercises investment discretion. The Adviser may aggregate securities orders so long as the Adviser adheres to a policy of allocating investment opportunities to the Company over a period of time on a fair and equitable basis relative to other clients.
SECTION 5. CONFORMITY WITH LAW; CONFIDENTIALITY. The Adviser further agrees that it will comply with all applicable rules and regulations of all regulatory agencies having jurisdiction over the Adviser in the performance of its duties hereunder. The Adviser will treat confidentially and as proprietary information of the Company all records and other information relating to the Company and prior, present, or potential shareholders (except with respect to clients of the Adviser) and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Company, which approval shall not be unreasonably withheld and may not be withheld where the Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Company. Where the Adviser may be exposed to civil or criminal contempt proceedings for failure to comply with a request for records or other information relating to the Company, the Adviser may comply with such request prior to obtaining the Company’s written approval, provided that the Adviser has taken reasonable steps to promptly notify the Company, in writing, upon receipt of the request.
SECTION 6. SERVICES NOT EXCLUSIVE. The Adviser and its officers may act and continue to act as investment managers for others, and nothing in this Agreement shall in any way be deemed to restrict the right of the Adviser to perform investment management or other services for any other person or entity, and the performance of such services for others shall not be deemed to violate or give rise to any duty or obligation to the Company.
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Nothing in this Agreement shall limit or restrict the Adviser or any of its officers, affiliates or employees from buying, selling or trading in any securities for its or their own account. The Company acknowledges that the Adviser and its officers, affiliates, employees and other clients may, at any time, have, acquire, increase, decrease, or dispose of positions in investments which are at the same time being acquired or disposed of for the Company. The Adviser shall have no obligation to acquire for the Company a position in any investment which the Adviser, its officers, affiliates or employees may acquire for its or their own accounts or for the account of another client, so long as it continues to be the policy and practice of the Adviser not to favor or disfavor consistently or consciously any client or class of clients in the allocation of investment opportunities so that, to the extent practical, such opportunities will be allocated among clients over a period of time on a fair and equitable basis.
SECTION 7. BOOKS AND RECORDS. In compliance with the requirements of Rule 3la-3 under the 1940 Act, the Adviser hereby agrees that all records which it maintains for the Company are the property of the Portfolio and further agrees to surrender promptly to the Portfolio any of such records upon the Portfolio's request. The Adviser further agrees to preserve for the periods prescribed by Rule 3la-2 under the 1940 Act the records required to be maintained by Rule 3la-1 under the 1940 Act.
SECTION 8. EXPENSES. During the term of this Agreement, the Adviser will pay all expenses incurred by it in connection with its activities under this Agreement. The Company shall bear all of its own expenses not specifically assumed by the Adviser. Expenses borne by the Company shall include, but are not limited to, the following: (a) the cost (including brokerage commissions) of securities purchased or sold by the Company and any losses incurred in connection therewith; (b) fees payable to and expenses incurred on behalf of the Company by the Adviser; (c) fees and expenses incident to its status as a Cayman Island exempt company; (d) fees and salaries payable to the Company's Directors and officers; (e) taxes (including any income or franchise taxes) and governmental fees; (f) costs of any liability and other insurance or fidelity bonds; (g) any costs, expenses or losses arising out of a liability of or claim for damages or other relief asserted against the Company for violation of any law; (h) legal, accounting and auditing expenses; (i) charges of custodians and other agents; (j) any extraordinary expenses; and (k) costs of independent pricing services to value the Company's investments.
SECTION 9. VOTING. The Adviser shall have the authority to exercise voting rights in respect of portfolio securities and other investments for the Company, subject to such policies and procedures as the Board of Directors of the Portfolio may adopt from time to time.
SECTION 10. RESERVATION OF NAME. The Adviser shall at all times have all rights in and to the Company’s name and all investment models used by or on behalf of the Company. The Adviser may use the Company’s name or any portion thereof in connection with any other fund or business activity without the consent of any shareholder and the Company shall execute and deliver any and all documents required to indicate the consent of the Company to such use. The Company hereby agrees that in the event that neither the Adviser nor any of its affiliates acts as investment adviser to the Company, the name of the Company will be changed to one that does not suggest an affiliation with the Adviser.
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SECTION 11. COMPENSATION. The Adviser recognizes that it receives compensation for performing investment advisory services for the Portfolio pursuant to a separate investment advisory agreement with the Portfolio and agrees to receive no additional compensation for rendering its services to the Company under this Agreement.
SECTION 12. LIMITATION OF LIABILITY. The Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Company in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Adviser in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement (“disabling conduct”). The Company will indemnify the Adviser against and hold it harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit not resulting from disabling conduct by the Adviser. Indemnification shall be made only following: (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Adviser was not liable by reason of disabling conduct or (ii) in the absence of such a decision, a reasonable determination, based upon a review of the facts, that the Adviser was not liable by reason of disabling conduct by (a) the vote of a majority of a quorum of Directors of the Portfolio who are neither "interested persons" of the Company nor parties to the proceeding ("disinterested non-party Directors") or (b) an independent legal counsel in a written opinion. The Adviser shall be entitled to advances from the Company for payment of the reasonable expenses incurred by it in connection with the matter as to which it is seeking indemnification in the manner and to the fullest extent permissible under the applicable law. The Adviser shall provide to the Company a written affirmation of its good faith belief that the standard of conduct necessary for indemnification by the Company has been met and a written undertaking to repay any such advance if it should ultimately be determined that the standard of conduct has not been met. In addition, at least one of the following additional conditions shall be met: (a) the Adviser shall provide a security in form and amount acceptable to the Company for its undertaking; (b) the Company is insured against losses arising by reason of the advance; or (c) a majority of a quorum of disinterested non-party Directors, or independent legal counsel, in a written opinion, shall have determined, based upon a review of facts readily available to the Company at the time the advance is proposed to be made, that there is reason to believe that the Adviser will ultimately be found to be entitled to indemnification.
The limitations on liability and indemnification provisions of this Section 12 shall not be applicable to any losses, claims, damages, liabilities or expenses arising from the Adviser's rights to the Company’s name. The Adviser shall indemnify and hold harmless the Company for any claims arising from the use of the terms “Campbell Core Trend” or “Campbell” in the name of the Company.
SECTION 13. DURATION AND TERMINATION. This Agreement shall become effective with respect to the Company as of the date first above written and, unless sooner terminated as provided herein, shall continue with respect to the Company until March 31, 2019. Thereafter, if not terminated, this Agreement shall continue with respect to the Company for successive annual periods ending on March 31, 2019, provided such continuance is specifically approved at least annually (a) by the vote of the Board of Directors of the Company and by the vote of a majority of those members of the Board of Directors of the Portfolio 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 approval, and (b) by the Board of Directors of the Company and the Board of Directors of the Portfolio or by vote of a majority of the outstanding voting securities of the Company; provided, however, that this Agreement may be terminated with respect to the Company at any time, without the payment of any penalty, by the Board of the Directors of the Company, the Board of Directors of the Portfolio or by vote of a majority of the outstanding voting securities of the Company, on 60 days' prior written notice to the Adviser, or by the Adviser at any time, without payment of any penalty, on 60 days' prior written notice to the Company. This Agreement will immediately terminate in the event of its assignment. (As used in this Agreement, the terms "majority of the outstanding voting securities," "interested person" and "assignment" shall have the same meaning as such terms have in the 1940 Act).
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SECTION 14. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement may be changed, discharged or terminated orally, except by an instrument in writing signed by the party against which enforcement of the change, discharge or termination is sought, and, unless otherwise permitted by the 1940 Act, no amendment of this Agreement affecting the Company shall be effective until approved by vote of the holders of a majority of the outstanding voting securities of the Company.
SECTION 15. MISCELLANEOUS. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. 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 not be affected thereby. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors.
SECTION 16. NOTICE. All notices hereunder shall be given in writing and delivered by hand, national overnight courier, facsimile (provided written confirmation of receipt is obtained and said notice is sent via first class mail on the next business day) or mailed by certified mail, return receipt requested, as follows:
| If to the Company: | |
| RENN Fund (Cayman) | |
| c/o Horizon Asset Management LLC | |
| 470 Park Avenue South | |
| New York, New York 10016 | |
| If to the Adviser: | |
| Horizon Asset Management LLC | |
| 470 Park Avenue South | |
| New York, New York 10016 |
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The effective date of any notice shall be (i) the date such notice is sent if such delivery is effected by hand or facsimile, (ii) one business day after the date such notice is sent if such delivery is effected by national overnight courier; or (iii) the fifth (5th) Business Day after the date of mailing thereof.
SECTION 17. GOVERNING LAW. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without giving effect to the conflicts of laws principles thereof.
SECTION 18. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.
| RENN FUND (CAYMAN) | |||
| By: | s/Murray Stahl | ||
| Name: | Murray Stahl | ||
| Title: | President | ||
| HORIZON ASSET MANAGEMENT LLC | |||
| By: | s/Jay Kesslen | ||
| Name: | Jay Kesslen | ||
| Title: | General Counsel | ||
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