Exhibit 10.17
FUND OF FUNDS INVESTMENT AGREEMENT
This FUND OF FUNDS INVESTMENT AGREEMENT (the “Agreement”), dated as of March 3, 2023, is between First Trust Alternative Opportunities Fund, a trust organized under the laws of Delaware (the “Acquiring Fund”), and BC Partners Lending Corporation, a Maryland corporation (the “Acquired Fund” and, together with the Acquiring Fund, the “Funds”).
WHEREAS, the Acquiring Fund is a closed-end management investment company that is registered with the U.S. Securities and Exchange Commission under the Investment Company Act of 1940 (the “1940 Act”);
WHEREAS, the Acquired Fund is a closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the 1940 Act;
WHEREAS, Section 12(d)(1) of the 1940 Act, which is made applicable to BDCs by Section 60 of the 1940 Act, generally limit the ability of a registered investment company or BDC to invest in shares of another registered investment company or BDC;
WHEREAS, Rule 12d1-4 under the 1940 Act permits a registered investment company or BDC to invest in shares of another registered investment company or BDC in excess of the limitations under Section 12(d)(1) subject to certain terms and conditions; and
WHEREAS, the Acquiring Fund, from time to time, may wish to acquire shares of the Acquired Fund in excess of the limitations under Sections 12(d)(1)(A), (B), and (C), as applicable, in reliance on Rule 12d1-4.
NOW, THEREFORE, in consideration of the potential benefits to the Funds arising out of the investment by the Acquiring Fund in the Acquired Fund, the Funds agree as follows:
The Acquired Fund agrees to:
The Acquiring Fund agrees to:
The Acquiring Fund and the Acquired Fund agree that, prior to the initial acquisition by the Acquiring Fund of shares of the Acquired Fund in reliance on Rule 12d1-4, the investment adviser (or, if applicable, subadviser) to each of the Acquiring Fund and the Acquired Fund must make in writing the applicable findings required by Rule 12d1-4.
If the Acquiring Fund and its “Advisory Group” (as defined in Rule 12d1-4) hold, individually or in the aggregate, less than 10% of the Acquired Fund’s outstanding shares, the Acquiring Fund and its Advisory Group shall vote such shares at any meeting of shareholders of the Acquired Fund.
Except as otherwise noted, all notices, including all information that either party is required to provide under the terms of this Agreement, shall be in writing and shall be delivered to the contact identified below (which may be changed from time to time upon written notice to the other party) by (i) Federal Express or other comparable overnight courier; (ii) registered or certified mail, postage prepaid, return receipt requested; (iii) facsimile with confirmation during normal business hours; or (iv) e-mail (to all parties set forth below). All notices, demands or requests so given will be deemed given when actually received.
If to the Acquiring Fund:
Marc Bassewitz
First Trust Capital Management L.P.
225 W. Wacker Drive, 21st Floor
Chicago, IL 60606
Email: mbassewitz@FirstTrustCapital.com
If to the Acquired Fund:
2
Jason Roos
BC Partners Advisors LP
650 Madison Avenue | 23rd Floor
New York, NY 10022
Jason.roos@bcpartners.com
and
David Held
BC Partners Advisors LP
650 Madison Avenue | 23rd Floor
New York, NY 10022
David.held@bcpartners.com
[Remainder of page intentionally left blank]
3
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
FIRST TRUST ALTERNATIVE OPPORTUNITIES FUND
____/s/ Chad Eisenberg__________________________
Print Name: Chad Eisenberg
Title: Treasurer
BC PARTNERS LENDING CORPORATION
____/s/ Jason Roos______________________________
Print Name: Jason Roos
Title: CFO