Re: Interim Engagement as Co-Investment Adviser to GAM Gabelli Long/Short
Exhibit 99.(d)(10)
November 9, 2005
GAM
International Management Limited
00 Xx. Xxxxx’x Xxxxx
XX0X 0XX
Xxxxxx, Xxxxxxx
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Re: |
Interim Engagement as Co-Investment Adviser to GAM Gabelli Long/Short |
Dear Sirs:
We refer to the Investment Advisory Agreement (the “Investment Advisory Agreement”) dated February 12, 2003 between GAM Funds, Inc. (the “Fund”) and you relating to GAM Gabelli Long/Short, a series of the Fund’s shares (“GAM Gabelli Long/Short”). All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Investment Advisory Agreement.
Pursuant to Section 9 of the Investment Advisory Agreement, your engagement as co-investment adviser to GAM Gabelli Long/Short will automatically terminate upon the closing of the sale of all of the voting securities of GAM Holding AG by UBS AG to Xxxxxx Xxxx Holding Ltd. under that certain purchase and sale agreement by and between UBS AG and Xxxxxx Xxxx Holding Ltd. dated as of September 5, 2005 (the “Transaction”). This letter agreement confirms your engagement on an interim basis (the “Interim Engagement”) as co-investment adviser to GAM Gabelli Long/Short, subject to the following terms and conditions:
1. This Interim Engagement shall be effective as an interim agreement as described in Rule 15a-4 under the Investment Company Act of 1940, as amended (the “1940 Act”), and shall continue in effect with respect to GAM Gabelli Long/Short from and as of the date of the closing of the Transaction until the earlier of (i) 150 days after the effective date of this Interim Engagement, (ii) termination with the approval of a majority of the Directors of the Fund or by a vote of a majority (as defined in the 1940 Act) of the outstanding voting securities of GAM Gabelli Long/Short, in either case with 10 days’ prior written notice to you, or (iii) approval of a new investment advisory agreement with respect to GAM Gabelli Long/Short to replace this Interim Engagement by (1) the Board of Directors of the Fund, including a majority of the Directors of the Fund who are not “interested persons” (as defined in the 1940 Act) of the Fund, and (2) by vote of a majority of the outstanding voting securities of GAM Gabelli Long/Short.
2. Your engagement hereunder as co-investment adviser to GAM Gabelli Long/Short shall be subject to approval by the Fund’s Board of Directors, including a majority of Directors who are not “interested persons” (as defined in the 1940 Act) of the Fund, at an in person meeting of the Fund’s Board of Directors.
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3. The Fund shall establish an escrow account with a custodian or a bank retained by the Fund (“Escrow Account”) on behalf of GAM Gabelli Long/Short and shall notify you separately in writing of the account details for such account. All management fees that accrue under Section 4 of the Investment Advisory Agreement during the term of this Interim Engagement shall be paid by the Fund into the Escrow Account. If a majority of GAM Gabelli Long/Short’s outstanding voting securities approve a new investment advisory agreement to replace this Interim Engagement by the end of the 150-day period referred to in paragraph 1 above, the amount in the Escrow Account (including interest earned) will be paid to you. If a majority of GAM Gabelli Long/Short’s outstanding voting securities do not approve a new investment advisory agreement to replace this Interim Engagement, you will be paid, out of the Escrow Account, the lesser of (i) any costs incurred in performing as co-investment adviser under this Interim Engagement, and (ii) the total amount in the Escrow Account (plus interest earned).
4. Except as provided in paragraphs 1 through 3 above, all other terms and conditions of your engagement as co-investment adviser to GAM Gabelli Long/Short pursuant to this letter agreement shall be as set forth in the Investment Advisory Agreement. In the event of any inconsistency between the terms of this letter agreement and the Investment Advisory Agreement, the terms of this letter agreement shall prevail.
Please indicate your acceptance of the above terms and conditions by countersigning the enclosed copy of this letter and returning it to me at the above address.
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Yours sincerely, |
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GAM Funds,
Inc. |
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By: |
/s/ Xxxxxxx Xxxxxx |
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Name: |
Xxxxxxx Xxxxxx |
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Title: |
Secretary |
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Acknowledged and agreed as of the date first above written:
GAM International Management Limited
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By: |
/s/ Xxxxx Xxxxxxxx |
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Name: |
Xxxxx Xxxxxxxx |
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Title: |
Director |
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