conversations.from: human
conversations.value: What comes next for this: Services Agreement
  Oaktree Capital Management, L.P.
  and
  Oaktree Capital Management (International) Limited
  September 2018
conversations.from: assistant
conversations.value: 1
  THIS SERVICES AGREEMENT (this "Agreement") is made on 25 September 2018
  BETWEEN:
  (1) Oaktree Capital Management, L.P. a Delaware limited partnership of 333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071 ("Oaktree US"); and
  (2) Oaktree Capital Management (International) Limited, a private limited company (registered number 11311066) registered in England and Wales of Verde, 10 Bressenden Place, London, SW1E 5DH (the "Sub-Advisor").
conversations.from: human
conversations.value: Finish this: Services Agreement Oaktree Capital Management, L. P. and Oaktree Capital Management (International) Limited September 2018 1 THIS ...
conversations.from: assistant
conversations.value: Rest of text: SERVICES AGREEMENT (this "Agreement") is made on 25 September 2018 BETWEEN: (1) Oaktree Capital Management, L. P.
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conversations.value: What are the missing spans: a Delaware limited partnership of 333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071 ("Oaktree [spans 1] "Sub-Advisor"). RECITALS (A) Oaktree US is general partner and/or investment manager of the funds and separate accounts referred to in Schedule 2 (the "Funds"). (B) The Funds were established under the applicable limited partnership or other governing agreements (the "Fund Agreements").
conversations.from: assistant
conversations.value: spans 1: US"); and (2) Oaktree Capital Management (International) Limited, a private limited company (registered number 11311066) registered in England and Wales of Verde, 10 Bressenden Place, London, SW1E 5DH (the
conversations.from: human
conversations.value: What are the missing words: (C) The Sub-Advisor has been constituted for the purposes of carrying on the business of a ... and advisor in the United Kingdom. The Sub- Advisor is authorised and ... (the "FCA") under Part IV of the Financial Services ... (with registration number 814006). (D) The Sub-Advisor currently provides certain unregulated services to ... agreement dated 11 June 2018, which shall be ... this Agreement (the "Terminated Agreement"). (E) Oaktree US may in the future ... Sub-Advisor as a sub-advisor or sub-manager in connection with ... mutual funds, separate accounts or companies as may be ... time (together, the "New Fund(s)"), upon the ... forth in this Agreement.
conversations.from: assistant
conversations.value: words 1: fund manager 
  words 2: regulated by the United Kingdom's Financial Conduct Authority 
  words 3: and Markets Act 2000 ("FSMA") 
  words 4: Oaktree US under a services 
  words 5: terminated on the date of 
  words 6: appoint the 
  words 7: such collective investment schemes, 
  words 8: agreed from time to 
  words 9: terms and conditions set
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conversations.value: Finish this: THE PARTIES AGREE AS FOLLOWS: 1. APPOINTMENT AND SCOPE OF AUTHORITY 1.1 The parties hereby agree that the Terminated Agreement shall terminate and cease to have effect for all purposes, and shall simultaneously be replaced by this Agreement, with effect from 25 September 2018 (the "Effective Date"). For the avoidance of doubt, the appointment of the Sub-Advisor to provide services to Oaktree US shall ...
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conversations.value: Rest of text: be continuous before, on and after the Effective Date, but shall have effect from and after the Effective Date solely subject to the terms and conditions of this Agreement.1.
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conversations.value: Finish this: 2 Oaktree US hereby confirms the appointment of the Sub-Advisor as sub-investment manager and sub-advisor to the Funds and to provide the services set out in Clause 2, and the Sub-Advisor accepts such appointments, on the terms and conditions set forth in this Agreement.1.3 Oaktree US furthermore hereby appoints the Sub-Advisor to provide certain marketing and promotion ...
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conversations.value: Rest of text: services in relation to the Funds as set out in Clause 2, on the terms and conditions set forth in this Agreement and the Sub-Advisor accepts such appointment.1.4 The Sub-Advisor acknowledges that it is a relying adviser under the U.S. Investment Advisers Act of 1940 (as amended) (the "Advisers Act") and the rules and regulations promulgated thereunder.
conversations.from: human
conversations.value: What are the missing words: If and to the extent the assets of [words 1] Oaktree US are treated as "plan assets" as determined pursuant to [words 2] C. F. R.2501.3-101 (or any successor thereto), the Sub-Advisor acknowledges that [words 3] the U.S. Employee Retirement Income Security Act of 1974 ("ERISA") with respect to [words 4] employee benefit plan subject to section 406 of ERISA or section [words 5] of the Internal Revenue Code of [words 6] assets are deemed to be held by the applicable Fund to the extent required under [words 7] continue to manage or sub-advise the applicable Funds.1.5 The [words 8] pursuant to this Agreement shall be subject always [words 9] the relevant Fund Agreements governing the Funds, and the Sub-Advisor hereby agrees to observe [words 10] Agreements; (b) any restrictions, limitations or [words 11] on, or any amendments made to, the Sub-Advisor's authority which may be imposed by Oaktree [words 12] manager of the Funds from time to time; [words 13] authority to act at all times in [words 14] the Funds as general partner and/or [words 15] applicable) 1.6 Without limiting the discretion [words 16] 1.5(b), Oaktree US may limit the scope of the Sub-Advisor's appointment in respect [words 17] of: (a) limiting the appointment to [words 18] a section of the relevant Fund's portfolio of investments; (b) limiting the appointment to sub-advisory services in respect of a particular [words 19] or investments; (c) limiting the Sub-Advisor's responsibility in respect of the monitoring and/or realisation of an investment or investments; or (d) [words 20] acquisition, disposal, conversion or underwriting of [words 21] US pursuant to Clause 1.5(b), Oaktree US [words 22] and/or investment manager, in the interests of the [words 23] the management of the Funds' investments and [words 24] the Sub-Advisor during any period in which [words 25] perform its duties under this Agreement due to the permanent or temporary absence of the investment professional(s) employed for the time [words 26] Sub-Advisor (whether due to holiday, sickness or otherwise).1.8 The provisions in Clauses 1.5 [words 27].
conversations.from: assistant
conversations.value: words 1: any Discretionary Fund or Restricted Fund managed by 
  words 2: 29 
  words 3: it will be a fiduciary for purposes of 
  words 4: each 
  words 5: 4975 
  words 6: 1986 whose 
  words 7: ERISA to 
  words 8: appointment of the Sub-Advisor 
  words 9: to: 2 (a) the terms and conditions in 
  words 10: the terms and conditions in such Fund 
  words 11: conditions 
  words 12: US as general partner and/or investment 
  words 13: and (c) Oaktree US's power and 
  words 14: respect of any of 
  words 15: investment manager of the Funds (as 
  words 16: of Oaktree US pursuant to Clause 
  words 17: of any of the Funds by means 
  words 18: sub-advisory services in respect of 
  words 19: investment 
  words 20: retaining discretion to decide upon the 
  words 21: investments.1.7 Without limiting the discretion of Oaktree 
  words 22: reserves the right as general partner 
  words 23: Funds, to undertake 
  words 24: assets to the exclusion of 
  words 25: the Sub-Advisor is unable to 
  words 26: being by the 
  words 27: to 1
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conversations.value: Finish this: 7 shall have overriding effect against ...
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conversations.value: Rest of text: all other provisions of this Agreement.1.
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conversations.value: Finish this: 9 The Sub-Advisor shall act honestly, with due skill, care and diligence and fairly and in the best interest of the Partnership in carrying out its obligations under this Agreement and shall ...
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conversations.value: Rest of text: use all reasonable endeavours to perform its obligations under this Agreement in accordance with FSMA, the FCA Rules and any other laws, regulations, guidelines and guidance as may be in force from...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: time to time and applicable to the Funds and their business or...
conversations.from: human
conversations.value: Next.
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conversations.value: to the Sub-Advisor ("Applicable Law").2.
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conversations.value: What are the missing words: SERVICES 2.1 Without limiting the discretion ... US pursuant to Clause 1.5(b), and ... 1.7, the Sub-Advisor shall be appointed to ... the management of the investments and assets of the Funds.2.2 In ... to Clause 2.1 but subject at all times to Clause 1: (a) ... hereby delegates to the Sub-Advisor all ... discretions as shall be necessary to ... perform its duties as sub-manager under ... and (b) the Sub-Advisor shall have ... whether the Funds should acquire or ... investment and Oaktree US grants the Sub-Advisor discretion, without consultation to Oaktree ... with respect to invested assets of the Funds; and (ii) ... documents and effect such transactions (including, if ... (as defined in Clause 5.1 below) of the Funds ... withdrawals or receipts of money) as may ... connection with the performance by the Sub-Advisor of ...
conversations.from: assistant
conversations.value: words 1: of Oaktree 
  words 2: without prejudice to Clauses 1.6 and 
  words 3: assist Oaktree US with 
  words 4: connection with the appointment pursuant 
  words 5: Oaktree US 
  words 6: such powers, authorities and 
  words 7: enable the Sub-Advisor to 
  words 8: this Agreement; 
  words 9: full power and authority hereunder to decide 
  words 10: dispose of an 
  words 11: US, to: (i) make investment decisions 
  words 12: enter into such investment 
  words 13: applicable, instructing the Custodian 
  words 14: in respect of transfers, 
  words 15: be necessary or proper in 
  words 16: its duties hereunder.3 2
conversations.from: human
conversations.value: What are the missing words: 3 Without limiting the discretion of [words 1] 1.5(b), and without prejudice to Clauses 1.6 [words 2] the marketing and promotion services to be [words 3] the Sub-Advisor in respect of the Funds [words 4] to promote any Fund to potential [words 5] Middle East to facilitate subscriptions from such [words 6] advising Oaktree US concerning all actions [words 7] it appears to the Sub-Advisor that Oaktree [words 8] effective promotion of investor interest in such Funds; (c) attending, if [words 9] held with such investors; (d) if [words 10] Oaktree US, arranging the administration of and receiving [words 11] such investors and passing the completed applications [words 12] processing; and (e) the provision of [words 13] US may require from time to time in Europe [words 14] Middle East.
conversations.from: assistant
conversations.value: words 1: Oaktree US pursuant to Clause 
  words 2: and 1.7, 
  words 3: provided by 
  words 4: will be: (a) assisting Oaktree US 
  words 5: investors in Europe and the 
  words 6: investors; (b) 
  words 7: which 
  words 8: US should consider taking to achieve 
  words 9: so requested by Oaktree US, meetings 
  words 10: required by 
  words 11: and collating application forms from 
  words 12: to Oaktree US for 
  words 13: any other marketing service as Oaktree 
  words 14: and the
conversations.from: human
conversations.value: What would be a contract section that comes after this one:
  2. SERVICES
  2.1 Without limiting the discretion of Oaktree US pursuant to Clause 1.5(b), and without prejudice to Clauses 1.6 and 1.7, the Sub-Advisor shall be appointed to assist Oaktree US with the management of the investments and assets of the Funds.
  2.2 In connection with the appointment pursuant to Clause 2.1 but subject at all times to Clause 1:
  (a) Oaktree US hereby delegates to the Sub-Advisor all such powers, authorities and discretions as shall be necessary to enable the Sub-Advisor to perform its duties as sub-manager under this Agreement; and
  (b) the Sub-Advisor shall have full power and authority hereunder to decide whether the Funds should acquire or dispose of an investment and Oaktree US grants the Sub-Advisor discretion, without consultation to Oaktree US, to:
  (i) make investment decisions with respect to invested assets of the Funds; and
  (ii) enter into such investment documents and effect such transactions (including, if applicable, instructing the Custodian (as defined in Clause 5.1 below) of the Funds in respect of transfers, withdrawals or receipts of money) as may be necessary or proper in connection with the performance by the Sub-Advisor of its duties hereunder.
  3
  2.3 Without limiting the discretion of Oaktree US pursuant to Clause 1.5(b), and without prejudice to Clauses 1.6 and 1.7, the marketing and promotion services to be provided by the Sub-Advisor in respect of the Funds will be:
  (a) assisting Oaktree US to promote any Fund to potential investors in Europe and the Middle East to facilitate subscriptions from such investors;
  (b) advising Oaktree US concerning all actions which it appears to the Sub-Advisor that Oaktree US should consider taking to achieve effective promotion of investor interest in such Funds;
  (c) attending, if so requested by Oaktree US, meetings held with such investors;
  (d) if required by Oaktree US, arranging the administration of and receiving and collating application forms from such investors and passing the completed applications to Oaktree US for processing; and
  (e) the provision of any other marketing service as Oaktree US may require from time to time in Europe and the Middle East.
conversations.from: assistant
conversations.value: 3. FEES
  3.1 In consideration of the provision of services under this Agreement, Oaktree US will pay the Sub-Advisor such fees as may be agreed between the parties from time to time (the "Service Fee").
  3.2 At Oaktree US' discretion, the Service Fee shall be reduced by any management fees received directly by the Sub-Advisor for investment management services provided to any party pursuant to this Agreement. The Service Fee shall also be reduced by any amounts earned on cash and cash-equivalents held by the Sub-Advisor pursuant to this Agreement.
  3.3 The Service Fee shall be reviewed by Oaktree US and the Sub-Advisor once annually (or as the parties agree) for continued appropriateness and in particular, to account for any changes in the Sub-Advisor's business.
conversations.from: human
conversations.value: More.
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conversations.value: 4. ADMINISTRATIVE FUNCTIONS
  Oaktree US and its affiliates will provide all fund and investor accounting, fund investor reporting, custodial services and similar administrative functions required in respect of the Funds. Oaktree US will provide such services in a manner and quality consistent with past practices in connection with the management of the Funds.
  5. CUSTODY
  5.1 All documents of or evidencing title to the Funds' investments shall be held in safe custody facilities by a custodian to be selected by Oaktree US (the "Custodian") subject to the terms of a custody agreement made between Oaktree US and the Custodian and subject to such other arrangements and procedures as may be agreed between Oaktree US and the Custodian from time to time. The Sub-Advisor shall at no time have custody or physical control of the invested assets of the Funds nor shall it be liable for any act or omission of the Custodian.
  5.2 Oaktree US shall take such additional steps (in addition to the authorities and powers hereby conferred) as are necessary to procure that the Sub- Advisor is able, on behalf of Oaktree US, to operate the bank accounts of the Funds so far as necessary for the Sub-Advisor to exercise all of its powers and discretions and perform all of its duties under this Agreement.
  6. RECORDS AND REPORTS
  6.1 The Sub-Advisor shall maintain proper and complete records relating to the services to be provided under this Agreement for such period of time as may be required under Applicable Law, including (as applicable, in respect of the relevant Discretionary Funds) records with respect to the acquisition, holding and disposal of securities on behalf of the Funds, details of all brokers used and the aggregate dollar amount of brokerage commission paid in that regard to each broker.
  4
  6.2 Except as expressly authorised in this Agreement or as required by Applicable Law, regulation or court order, or as directed by Oaktree US in writing, the Sub-Advisor shall keep confidential the records and other information pertaining to Oaktree US and the Funds or the investment assets the subject of this Agreement (save for any records or information pertaining to the Sub-Advisor's own employees and affiliates, which shall be excluded from the obligations contained in this clause). Upon termination of this Agreement, the Sub-Advisor shall promptly, upon demand, return to Oaktree US all such records, except that the Sub-Advisor may retain copies for its records as may be required by Applicable Law, regulation or court order, and provided that the Sub-Advisor's confidentiality obligations shall continue in full force and effect with respect to such retained records not within the public domain.
  6.3 The Sub-Advisor shall provide to Oaktree US promptly upon request any information available in the records maintained by the Sub-Advisor relating to the Funds in such form as Oaktree US shall request.
conversations.from: human
conversations.value: Continue.
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conversations.value: 7. LIABILITY AND INDEMNIFICATION
  7.1 In providing its services under this Agreement, the Sub-Advisor will discharge its duties in accordance with the same standard of care established for Oaktree US in the relevant Fund Agreements, and will be indemnified by each of the Funds as an agent of Oaktree US in accordance with such Fund Agreements. To the extent Oaktree US and its affiliates, directors, officers, employees, shareholders, assigns, representatives or agents (apart from the Sub-Advisor) (collectively, "Oaktree US Indemnities") suffer any liability, loss (including amounts paid in settlement), damages or expenses (including reasonable attorneys' fees) (collectively "Losses") in connection with the Funds, and:-
  (a) Oaktree US Indemnities are not indemnified by the Funds for such Losses under the indemnification provisions of the applicable Fund Agreements;
  (b) such Losses were suffered by virtue of the Sub-Advisor's or its employees' acts or omissions, or alleged acts or omissions under this Agreement; and
  (c) the Sub-Advisor (including its employees) is guilty of negligence or wilful misconduct,
  then the Sub-Advisor will hold Oaktree US Indemnities harmless and indemnify it for such Losses; provided that the Sub-Advisor shall not be liable for actions or omissions to act ordered by Oaktree US to which the Sub-Advisor objected in writing at the time of such order.
  7.2 The provisions of this Clause 7 shall survive the termination of this Agreement.
  8. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS
  8.1 Each of Oaktree US and the Sub-Advisor represents and warrants to each other that it is duly organised, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly authorised by all necessary corporate action to enter into this Agreement and perform its duties as described in this Agreement.
  8.2 The Sub-Advisor hereby undertakes to Oaktree US that it will take all reasonable steps within its power to remain an authorised person for the purposes of FSMA in respect of the services to be provided by it hereunder, with a scope of permission which will permit it to carry out its obligations and exercise its powers under this Agreement, and that it will comply with those FCA Rules which apply to the services to be provided hereunder.
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conversations.value: 9. COMPLIANCE WITH FCA RULES
  9.1 Oaktree US will be the Sub-Advisor's client for the purposes of the FCA Rules. Accordingly, in conformity with the FCA Rules, a number of additional statements and provisions are required to be included in this Agreement. Such additional statements and provisions are set out in Schedule 1 hereof ("Additional FCA Provisions"), which is hereby incorporated into and will form part of this Agreement and will apply to the services to be provided pursuant to this Agreement with effect from the Effective Date.
  9.2 Nothing in this Agreement shall require or entitle the Sub-Advisor to act as the alternative investment fund manager (as defined in the FCA Rules with effect from 22 July 2013) of any Fund or New Fund which is an alternative investment fund. The alternative investment fund manager of each Fund and New Fund which is an alternative investment fund shall be Oaktree US, unless otherwise agreed.
  5
  10. TERM
  10.1 Basic Term
  In relation to each Fund, this Agreement shall terminate on the earlier of (a) the expiration of the term of such Fund or (b) the date, if any, on which Oaktree US (or any affiliate it has substituted in its stead in accordance with such Fund's Fund Agreement) is removed as general partner of such Fund or (c) the Sub-Advisor ceasing to be authorised and regulated by the FCA.
  10.2 Early Termination
  This Agreement may be terminated, either in respect of a Fund or in its entirety, by either Oaktree US or the Sub-Advisor for any reason upon 30 days' written notice to the other.
  11. TERMINATION CONSEQUENCES
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conversations.value: 11.1 Upon the termination of this Agreement, the Sub-Advisor shall co-operate with Oaktree US and take all reasonable steps requested by Oaktree US in making an orderly transition to allow for continuity of management and to ensure that such termination shall not prejudice the completion of transactions already initiated.
  11.2 The Sub-Advisor shall forthwith upon termination deliver to Oaktree US a full account including a statement of all investments then under management, the income derived therefrom since the last report to Oaktree US, and the value at which they were acquired. The Sub-Advisor shall also ensure that any documents relating to Oaktree US assets over which it has control are released as soon as practicable to Oaktree US or (if so instructed by Oaktree US) to any other party as may be specified by Oaktree US.
  11.3 Notwithstanding the termination of this Agreement, Oaktree US shall complete, or shall procure that any successor manager of the Funds shall complete, all investment transactions entered into by Oaktree US hereunder prior to the termination date.
  12. COMPLAINTS PROCEDURE
  If Oaktree US has any complaint about the performance of the Sub-Advisor it must notify the Sub-Advisor Compliance Officer in writing at the address notified in accordance with Clause 13.2 of this Agreement.
  13. MISCELLANEOUS
  13.1 Governing Law
  This Agreement is governed by the laws of England and Wales.
  13.2 Notices
  Any notices provided for in this Agreement shall be sent to the following addresses or such other address as a party may designate in writing:
conversations.from: human
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conversations.value: 6
  To Oaktree US: Oaktree Capital Management, LP 333 South Grand Avenue 28th Floor Los Angeles California 90071
  Attention: Todd Molz, General Counsel Facsimile: +1 (213) 830-8545
  To the Sub-Advisor: Oaktree Capital Management (International) Limited Verde, 10 Bressenden Place, London SW1E 5DH United Kingdom
  Attention: Dominic Keenan, Europe Regional Counsel Facsimile: +44 (0) 207 201 4601
  All notices delivered by facsimile or hand shall be deemed given on the day received. All notices mailed shall be deemed to have been given two business days after they have been deposited as certified mail, return receipt requested, postage paid and properly addressed.
  13.3 Assignment
  The Sub-Advisor may not assign (within the meaning of the Advisers Act) its rights and obligations under this Agreement without the prior written consent of Oaktree US.
  13.4 Entire Agreement
  (a) This Agreement contains the entire agreement between Oaktree US and the Sub-Advisor relating to the subject matter hereof and supersedes in its entirety all other prior agreements and all amendments thereto between Oaktree US and the Sub-Advisor relating to the subject matter hereof, including those agreements referred to in Clause 13.4(b).
conversations.from: human
conversations.value: Continue.
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conversations.value: (b) For the avoidance of doubt, it is agreed and acknowledged that the Terminated Agreements are terminated with effect from the Effective Date and all of the parties' obligations and liabilities will cease with effect from the Effective Date.
  13.5 Counterparts
  This Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.
  13.6 Third Party Rights
  13.7 Indemnified Parties which are not parties to this Agreement shall be entitled to enforce their respective rights under Clause 7, subject as therein stated. Save to this extent, any rights which would otherwise arise under the Contracts (Rights of Third Parties) Act 1999 are hereby expressly excluded.
  IN WITNESS whereof the parties have executed and delivered this Agreement as a deed as of the date appearing on the first page.
  7
  Executed as a deed by Oaktree Capital Management, L.P. ) ) ) )
  Authorised Signatory /s/ Todd Molz
  Authorised Signatory /s/ Richard Ting
conversations.from: human
conversations.value: More from this contract.
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conversations.value: IN WITNESS whereof this deed has been executed and delivered on the date first above written:
  Executed as a deed by
  Oaktree Capital Management (International) Limited, acting by two directors:
  ) ) ) ) )
  Director
  Director
  /s/Thomas Ware
  /s/Dominic Keenan
  8
conversations.from: human
conversations.value: The name of the contract?
conversations.from: assistant
conversations.value: SERVICES AGREEMENT
conversations.from: human
conversations.value: The two or more parties who signed the contract?
conversations.from: assistant
conversations.value: * Oaktree Capital Management (International) Limited
  * Sub-Advisor
  * Oaktree US
  * Oaktree Capital Management, L.P.
conversations.from: human
conversations.value: The date of the contract?
conversations.from: assistant
conversations.value: 25 September 2018
conversations.from: human
conversations.value: The date when the contract is effective ?
conversations.from: assistant
conversations.value: 25 September 2018
conversations.from: human
conversations.value: On what date will the contract's initial term expire?
conversations.from: assistant
conversations.value: In relation to each Fund, this Agreement shall terminate on the earlier of (a) the expiration of the term of such Fund or (b) the date, if any, on which Oaktree US (or any affiliate it has substituted in its stead in accordance with such Fund's Fund Agreement) is removed as general partner of such Fund or (c) the Sub-Advisor ceasing to be authorised and regulated by the FCA.
conversations.from: human
conversations.value: Which state/country's law governs the interpretation of the contract?
conversations.from: assistant
conversations.value: This Agreement is governed by the laws of England and Wales.
conversations.from: human
conversations.value: Can a party terminate this  contract without cause (solely by giving a notice and allowing a waiting  period to expire)?
conversations.from: assistant
conversations.value: Yes. This Agreement may be terminated, either in respect of a Fund or in its entirety, by either Oaktree US or the Sub-Advisor for any reason upon 30 days' written notice to the other.
conversations.from: human
conversations.value: Is consent or notice required of a party if the contract is assigned to a third party?
conversations.from: assistant
conversations.value: Yes. The Sub-Advisor may not assign (within the meaning of the Advisers Act) its rights and obligations under this Agreement without the prior written consent of Oaktree US.
conversations.from: human
conversations.value: Is there a restriction on the  ability of a party to raise or reduce prices of technology, goods, or  services provided?
conversations.from: assistant
conversations.value: No.
conversations.from: human
conversations.value: Does the contract contain a  license grant that is irrevocable or perpetual?
conversations.from: assistant
conversations.value: It does not appear so.
conversations.from: human
conversations.value: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?
conversations.from: assistant
conversations.value: Yes. Upon the termination of this Agreement, the Sub-Advisor shall co-operate with Oaktree US and take all reasonable steps requested by Oaktree US in making an orderly transition to allow for continuity of management and to ensure that such termination shall not prejudice the completion of transactions already initiated.
conversations.from: human
conversations.value: Does a party have the right to  audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?
conversations.from: assistant
conversations.value: Yes. 
  * The Sub-Advisor shall maintain proper and complete records relating to the services to be provided under this Agreement for such period of time as may be required under Applicable Law, including (as applicable, in respect of the relevant Discretionary Funds) records with respect to the acquisition, holding and disposal of securities on behalf of the Funds, details of all brokers used and the aggregate dollar amount of brokerage commission paid in that regard to each broker.
  * The Sub-Advisor shall provide to Oaktree US promptly upon request any information available in the records maintained by the Sub-Advisor relating to the Funds in such form as Oaktree US shall request.
conversations.from: human
conversations.value: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?
conversations.from: assistant
conversations.value: I don't think so.
conversations.from: human
conversations.value: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?
conversations.from: assistant
conversations.value: I don't think so.