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Yieldstreet Alternative Income Fund Inc. – ‘N-CEN’ for 12/31/23 – ‘ADVISORY CONTRACTS’

On:  Friday, 3/15/24, at 4:15pm ET   ·   Effective:  3/15/24   ·   For:  12/31/23   ·   Accession #:  1752724-24-56589   ·   File #:  811-23407

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/15/24  Yieldstreet Alternative Inco… Inc N-CEN      12/31/23    4:201K                                   Confluence Techs Inc./FA

Document/Exhibit                   Description                      Pages   Size 

 1: N-CEN       Annual Report by an Investment Company --           HTML     15K 
                primary_doc.xml/4.4                                              
 3: ADVISORY CONTRACTS  Investment Advisor Contract                 HTML    162K 
 4: ADVISORY CONTRACTS  Investment Advisor Contract                 HTML     11K 
 2: INTERNAL CONTROL RPT  Accountant's Report re: Internal          HTML      8K 
                Controls                                                         

SUB-ADVISORY AGREEMENT

BETWEEN

YIELDSTREET MANAGEMENT, LLC,

AND

PRYTANIA INVESTMENT ADVISORS LLP

This Sub-Advisory Agreement (the “Agreement”) is made as of October 19th, 2023, by and among YIELDSTREET MANAGEMENT, LLC, a Delaware limited liability company (the “Adviser”), and PRYTANIA INVESTMENT ADVISORS LLP, a United Kingdom limited liability partnership (the “Sub-Adviser”).

WHEREAS, Yieldstreet Prism Fund Inc. (the “Company”) is a closed-end management investment company that has registered as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”);

WHEREAS, each of the Adviser and the Sub-Adviser is an investment adviser that is registered under the Investment Advisers Act of 1940 (the “Advisers Act”);

WHEREAS, the Company has retained the Adviser to furnish investment advisory services to the Company pursuant to the terms and conditions set forth in the Investment Advisory Agreement entered into by and between the Company and the Adviser (the “Advisory Agreement”);

WHEREAS, the Advisory Agreement authorizes the Adviser to enter into one or more sub-advisory agreements with other investment advisers pursuant to which the Adviser may obtain the services of such sub-advisers to assist the Adviser in furnishing investment advisory services to the Company; and

WHEREAS, the Adviser desires to retain the Sub-Adviser to assist it in furnishing investment advisory services to the Company pursuant to the terms and conditions set forth herein, and the Sub-Adviser is willing to furnish said services.

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, each of the parties hereto hereby agree as follows:

The Adviser hereby appoints the Sub-Adviser to act as a sub-adviser to the Company, subject to the overall policies, direction and review of the Company’s Board of Directors (the “Board”) and to the instructions and supervision of the Adviser. The Sub-Adviser shall manage the investment and reinvestment of the assets of the Company in accordance with the investment policies, restrictions and guidelines applicable to the Sub-Adviser’s management of the Allocated Assets as agreed to in writing from time to time by the Adviser and the Sub-Adviser (collectively, the “Investment Guidelines”). The Sub-Adviser acknowledges and agrees that the various investment management services provided herein will apply to all or a portion of the Company’s assets that the Adviser shall allocate to the Sub-Adviser from time to time, plus all investments, reinvestments and proceeds of the sale thereof, including, without limitation, all interest, dividends and appreciation on investments, less depreciation thereof and withdrawals by the Adviser therefrom (the “Allocated Assets”). The Sub-Adviser hereby accepts such employment and agrees during the term hereof, subject to the oversight of the Board and the Adviser, to render the services described herein for the compensation provided herein.

Except as otherwise provided herein, the Sub-Adviser shall pay all expenses incurred by it in connection with the performance of its activities under this Agreement, other than investment-related expenses of the Company (including, but not limited to, the cost of securities, commodities and other investments purchased or sold for the Company (including brokerage commissions and other fees or charges associated with transactions), transfer fees, registration costs, taxes, interest or any other expenses incurred by the Company in connection with acquiring, holding or disposing of its investments, including any legal or third-party service fees incurred by the Sub-Adviser or the Company in connection with securities held for the Company). Except as otherwise provided in this Agreement or by law, the Sub-Adviser shall not be responsible for any other expenses incurred by or on behalf of the Company in connection with its operation, including but not limited to (a) management fees payable to the Adviser under the Advisory Agreement; (b) management or other fees or expenses payable to any other sub-advisers retained by the Company or the Adviser; (c) expenses incurred in connection with providing or arranging for the provision of the facilities and administrative services necessary for the Company to operate; and (d) any fees, costs or expenses of the Company’s operations specifically borne by the Company pursuant to the Advisory Agreement.

The services of the Sub-Adviser to the Adviser and the Company are not exclusive, and the Sub-Adviser may engage in any other business or render similar or different services to others including, without limitation, the direct or indirect sponsorship or management of other investment-based accounts or commingled pools of capital, however structured, having investment objectives similar to those of the Company, so long as its services to the Company hereunder are not impaired thereby, and nothing in this Agreement shall limit or restrict the right of any manager, partner, officer or employee of the Sub-Adviser or its affiliates to engage in any other business or to devote his or her time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith (including fees for serving as a director of, or providing consulting services to, one or more of the Company’s portfolio companies, subject to applicable law). The Sub-Adviser assumes no responsibility under this Agreement other than to render the services called for hereunder.

The Sub-Adviser will treat confidentially and as proprietary information of the Company all records and other information relative to the Company and prior, present or potential shareholders, 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 Sub-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. Notwithstanding the foregoing, the Sub-Adviser may disclose such information on regulatory filings and as is responsive to regulatory requests which, in each case, is determined to be necessary by legal counsel. In addition, notwithstanding anything else herein, the parties agree that the Sub-Adviser may retain a copy of records pertaining to, and be permitted to use and disclose, the performance of the Allocated Assets as part of its own track record; provided that no such disclosures shall include any confidential information relating to the Adviser, the Company or any special purpose vehicle owned thereby.

The Adviser will treat confidentially and as proprietary information all non-public information of the Sub-Adviser provided to the Adviser, and will not use such information for any purpose other than as contemplated hereunder, except after prior notification to and approval in writing by the Sub-Adviser, which approval shall not be unreasonably withheld and may not be withheld where Adviser or the Company may be exposed to civil or criminal contempt proceedings for failure to comply when requested to divulge such information by duly constituted authorities. Notwithstanding the foregoing, the Adviser may disclose such information on regulatory filings and as is responsive to regulatory requests which, in each case, is determined to be necessary by legal counsel. For the avoidance of doubt, information relating to portfolio transactions of the Company or any special purpose vehicle owned thereby shall not be considered non-public or proprietary information of the Sub-Adviser.

The Adviser further agrees to maintain in strict confidence and not use (except as contemplated herein) or disclose to any third party any investment advice provided by the Sub-Adviser. The Adviser will not replicate the Sub-Adviser’s trading strategy in another vehicle or otherwise take any action, directly or indirectly, that would knowingly circumvent the intent of this Agreement.

During the term of this Agreement, the Adviser or its affiliates shall have permission to use the Sub-Adviser’s name and logo in the marketing materials of the Company as a provider of services to the Company. A copy of the marketing material that contains the Sub-Adviser’s name and logo should be provided for its record in each case. Additionally, either party may: (a) use the name, trade name or trademark of the other party as required by law or regulation and in disclosure required by law or regulation and/or (b) receive the prior written consent of the other party to use the name, trade name or trademark of the other party in the limited instance set out in such written consent.

Any notice under this Agreement shall be given in writing, addressed and delivered, mailed, postage prepaid, and delivered by electronic address to the other party at the below address:

If to the Sub-Adviser:

Prytania Investment Advisors LLP

City Point 

1 Ropemaker Street

London

EC2Y 9AQ 

Attn: Gideon Fackrell

Email: gfackrell@prytania.com, with a copy to middle-office@prytania.com and investorrelations@prytania.com

If to the Company or the Adviser:

YieldStreet Management, LLC

300 Park Avenue

15^th Floor

New York, NY 10022

Attn: Ivor Wolk

E-mail: iwolk@yieldstreet.com, with a copy to legal@yieldstreet.com

This Agreement may be amended by mutual written consent, but the consent of the Company must be obtained in conformity with the requirements of the Investment Company Act.

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 contains the entire agreement of the parties and supersedes all prior agreements, understandings and arrangements with respect to the subject matter hereof. This Agreement shall be construed in accordance with the laws of the State of New York applicable to contracts formed and to be performed entirely within the State of New York, without regard to conflict of laws principles, and in accordance with the applicable provisions of the Investment Company Act. In such case, to the extent the applicable laws of the State of New York, or any of the provisions herein, conflict with the provisions of the Investment Company Act, the latter shall control. Subject to Section 16 hereof, each party to this Agreement, to the fullest extent permitted by law, (a)     hereby irrevocably submits to the exclusive jurisdiction of the state court of the State of New York, New York County, and the United States District Court located in the State of New York, New York County, (b) hereby waives and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by such court and (c) hereby agrees not to commence any action arising out of or based upon this Agreement or relating to the subject matter hereof other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Unless otherwise agreed to in writing by the parties, each party to this Agreement hereby (x) consents to service of process in any such action in any manner permitted by New York law, (y) agrees that service of process made in accordance with clause (x) or made by registered or certified mail, return receipt requested, at its address specified pursuant to the notice provisions of this Agreement will, to the fullest extent permitted by law, constitute good and valid service of process in any such action and (z) waives and agrees, to the fullest extent permitted by law, not to assert (by way of motion, as a defense, or otherwise) in any such action any claim that service of process made in accordance with clause (x) or clause (y) does not constitute good and valid service of process.

Except as otherwise specifically provided in this Agreement, as otherwise required by a non-waivable provision of applicable law, or as otherwise agreed by the Sub-Adviser and the Company, any controversy or claim or other dispute arising out of or relating to this Agreement (including any dispute relating to the validity, scope or enforceability of this Section 16) will be resolved exclusively through binding arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Within fifteen (15) business days after the commencement of arbitration, each party will attempt in good faith to agree on a single arbitrator before whom the arbitration will be conducted. If the parties cannot agree on an arbitrator, each party will select an arbitrator from the list of approved neutrals provided by JAMS, and the selected arbitrators will select a third arbitrator for the arbitral panel. Judgment upon an award arising in connection therewith may be entered in any court of competent jurisdiction. THE PARTIES EXPRESSLY ACKNOWLEDGE THAT, UNDER THE PRECEDING SENTENCE, THEY ARE WAIVING THEIR RIGHT TO A JURY TRIAL AND TO ANY CLASS OR COLLECTIVE ACTION WITH REGARD TO ALL MATTERS FOR WHICH ARBITRATION IS REQUIRED. Any arbitration arising out of or relating to this Agreement will be held in New York, New York or, if such proceeding cannot be lawfully held in such location, as near thereto as applicable law permits. To the maximum extent permitted by applicable law, in any dispute relating to the obligation of a party to make indemnification payments, the burden of proof will be upon the party seeking to avoid making such payments. To the maximum extent reasonably practicable, the resolution of any controversy or claim described in this Section 16 will be conducted in a manner that preserves the confidentiality of confidential information as set forth under this Agreement and otherwise minimizes disruption to the operations of the Company.

This Agreement may be executed simultaneously 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.

[Remainder of Page Intentionally Left Blank]

* * *

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the date above written.

	By:
		Name: Michael Weisz
		Title: President and Chief Executive Officer

	By:
		Name: Mark Hale
		Title: Chief Executive Officer

Exhibit A

Management Fee Calculation

The Management Fee shall be calculated by reference to the applicable annual percentage set forth below.

For the avoidance of doubt, as set forth in Section 5, the Management Fee shall be computed daily, and then is payable quarterly in arrears, such that, for a given quarter, the fee will be the aggregate of such daily calculations.

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