Exhibit 10.21
MASTER SERVICES AGREEMENT
This SERVICES AGREEMENT, dated as of February 23, 2022 is made by and between MOELIS & COMPANY GROUP LP, a Delaware limited partnership (“Advisory”), and MOELIS ASSET MANAGEMENT LP, a Delaware limited partnership (“Asset Management”) and each of the following subsidiaries of Asset Management: P&S CREDIT MANAGEMENT, L.P., a Delaware limited partnership (“Gracie”), FREEPORT FINANCIAL PARTNERS LLC, a Delaware limited liability company (“Freeport”) and STEELE CREEK INVESTMENT MANAGEMENT LLC, a Delaware limited liability company (“Steele Creek”).
RECITALS
A. Each of the Advisory and Asset Management were operated as businesses under Moelis Asset Management LP (formerly named Moelis & Company Holdings LP), prior to the initial public offering of Advisory.
B. Advisory currently maintains certain staff and services which each of Asset Management, Gracie, Freeport and Steele Creek utilizes in the course of their respective business.
C. Asset Management and Advisory each desire that Advisory shall henceforth provide the Asset Management Services (as defined below) to each of Asset Management, Gracie, Freeport and Steele Creek on the terms of and in accordance with this agreement.
D. The parties additionally desire that this agreement govern any provision of services from Asset Management to Advisory.
AGREEMENT
The parties to this agreement, in exchange for the mutual promises made herein and intending to be legally bound hereby, agree as follows:
SERVICES TO BE PROVIDED
(a) The Services to be provided by a Provider to a Recipient shall be provided by employees of such Provider or by service providers to such Provider, as applicable. In the event that any employees of a Provider as of the date of this agreement cease to be employed by such Provider, the
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Provider will have no obligation to hire a new employee for the purpose of providing the Services to the applicable Recipient and will not be liable for any losses, costs or damages caused by, attributable to or arising in connection with (A) such Recipient’s failure to receive such Services, or (B) such Recipient’s transition from the Services to any replacement services.
(b) Each entity acting as a Provider shall be responsible for the payment of all wages and federal, state and local taxes and withholdings payable with respect to the wages of such persons, shall maintain workers’ compensation insurance required by applicable statutes with respect to such persons and shall maintain and provide all applicable employee benefits for such persons. No person providing Services to a Recipient shall be considered an employee of the Recipient because of the provision of such Services.
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TERM AND TERMINATION
(a) Any party may terminate this agreement solely as it applies to services provided or received between itself and another party by giving notice in writing to such other party should an event of Force Majeure (as defined in Section 3.1) continue for more than ninety (90) consecutive calendar days;
(b) Any party may terminate this agreement solely as it applies to services provided or received between itself and another party by giving notice in writing to the other party in the event such other party is in material breach of this agreement and shall have failed to cure such breach within thirty (30) calendar days of receipt of written notice thereof from the non-breaching party;
(c) Any party may terminate this agreement solely as it applies to services provided or received between itself and another party by giving ninety (90) calendar days written notice to such other party; or
(d) Any two parties hereto may terminate this agreement solely as it applies to services provided or received between such parties with the mutual written consent of such parties.
FORCE MAJEURE
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INDEMNIFICATION
Each Recipient severally and not jointly agrees to protect, defend, hold harmless and indemnify each Provider severally and not jointly and its successors, assigns, directors, officers, members, employees and agents (collectively, the “Provider Representatives”), from and against any and all claims, demands, actions, liabilities, damages, losses, fines, penalties, costs and expenses, including reasonable attorneys’ fees (collectively referred to as “Claims”), actually or allegedly, directly or indirectly, arising out of or related to any actions taken or omitted to be taken by such Provider or any of such Provider Representatives in connection with the performance of any of the Services to be provided by such Provider to such Recipient hereunder, other than Claims that are the direct result of bad faith, gross negligence or willful misconduct of such Provider or such Provider’s Representative. Notwithstanding the foregoing, no Recipient shall be liable for any special, indirect, consequential or punitive damages in connection with any Claim even if such Recipient has been advised of the possibility of such damages.
CONFIDENTIALITY
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MISCELLANEOUS
If to Advisory, addressed to:
Moelis & Company Group LP
399 Park Avenue, 5th Floor
New York, NY 10022-8604
Attention: Osamu Watanabe
Email: osamu.watanabe@moelis.com
If to Gracie, addressed to:
P&S Credit Management, L.P.
220 East 42nd St., 36th Floor
New York, NY 10017
Attention: Sam Konz
Email: konz@graciecap.com
If to Freeport, addressed to:
Freeport Financial Partners LLC
200 South Wacker Drive, Suite 750
Chicago, IL 60606
Attention: Joseph Walker
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Email: jvwalker@freeportfinancial.com
If to Steele Creek, addressed to:
Steele Creek Investment Management LLC
201 S. College Street, Suite 1690
Charlotte, North Carolina 28244
Attention: Glenn Duffy
Email: glenn.duffy@steelecreek.com
If to Asset Management, addressed to:
Moelis Asset Management LP
112W 34th Street, 17th Floor
New York, NY 10001
Attention: Marie Bober
Email: Marie.Bober@moelisam.com
(a) Each party at all times during the term of this agreement shall be an independent contracting party;
(b) For purposes of the Services to be performed under this agreement, except in the case of dual employees of Advisory and Asset Management, no Provider nor anyone employed by or acting for or on behalf of any Provider shall be construed as an employee of any Recipient, and no Recipient shall be liable for employment or withholding taxes respecting any Provider or any employee of any Provider, or any employee benefits therefor.
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IN WITNESS WHEREOF, the parties have caused this agreement to be duly executed by their authorized representatives as of the date first above written.
MOELIS & COMPANY GROUP LP a Delaware limited partnership By: Moelis & Company Group GP LLC, its General Partner |
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By: /s/ Osamu Watanabe Name: Osamu Watanabe Title: General Counsel |
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P&S CREDIT MANAGEMENT L.P., a Delaware limited partnership By: P&S Credit Partners, LLC, its General Partner | FREEPORT FINANCIAL PARTNERS LLC a Delaware limited liability company
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By: /s/ James Palmisciano
Name: James Palmisciano Title: Chief Investment Officer | By:/s/ Joseph Walker
Name: Joseph Walker Title: Managing Director |
STEELE CREEK INVESTMENT MANAGEMENT LLC, a Delaware limited liability company
| MOELIS ASSET MANAGEMENT LP, a Delaware limited partnership
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By: /s/ Glenn Duffy
Name: Glenn Duffy Title: Chief Investment Officer | By: /s/ Chris Ryan
Name: Chris Ryan Title: Managing Director
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SCHEDULE A-1 – ADVISORY SERVICES PROVIDED
This Schedule A outlines the services to be provided by Advisory to the following Recipients during the term of the agreement.
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SCHEDULE A-2 –SERVICES PROVIDED BY ASSET MANAGEMENT TO ADVISORY
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SCHEDULE B – FEE METHODOLOGY
This Schedule B outlines the methodology used to determine the fees to be paid for Services provided during the term of the agreement.
All fees are billed and payable quarterly in arrears. The fees for any calendar quarter during which the Provider is engaged in providing the Services for less than a full quarter shall be determined on a pro rata basis. Recipient shall pay to Provider such fee in cash within ten days after the last business day of the calendar quarter.
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| Gracie | Freeport | MAM | Steele Creek | Total Asset |
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Tax Compliance Support | Fixed quarterly fee based on estimated compensation of services for each business. | ||||||
Legal Support | Fixed quarterly fee based on estimated compensation cost of services. | ||||||
Human Capital Management | Fixed quarterly fee based on estimated compensation cost of services. Allocated to each business based on headcount. |
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