ABERDEEN GLOBAL INCOME FUND, INC. INVESTMENT ADVISORY AGREEMENT
ABERDEEN GLOBAL INCOME FUND, INC.
AGREEMENT dated as of March 8, 2004, among Aberdeen Global Income
Fund, Inc. (the “Fund”), a Maryland corporation registered under the Investment
Company Act of 1940, as amended (the “1940 Act”), and Aberdeen Asset
Management Asia Limited, a Singapore corporation (“AAMAL” or the
“Investment Manager”) and Aberdeen Asset Management Limited, a New South
Wales, Australia corporation (the “Investment Adviser”).
WHEREAS, the Fund is a closed-end management investment company;
WHEREAS, the Fund engages in the business of investing and reinvesting
its assets in the manner and in accordance with its stated investment objectives
and restrictions;
WHEREAS, the Fund (then known as The First Commonwealth Fund, Inc.)
entered into a management agreement dated December 22, 2000 (the “ Former
Management Agreement”) with Aberdeen Asset Managers (C.I.) Limited (then
known as EquitiLink International Management Limited), a Jersey, Channel
Islands corporation (“AAMCIL”), pursuant to which AAMCIL then managed the
Fund’s investments and made investment decisions on behalf of the Fund, and for
which AAMCIL received a monthly fee from the Fund as specified in the Former
Management Agreement;
WHEREAS, in connection with rendering the services required under the
Former Management Agreement, AAMCIL was permitted to retain, at its expense
and in the manner set forth in the Former Management Agreement, investment
advisers to assist it in carrying out its obligations to the Fund under the Former
Management Agreement;
WHEREAS, pursuant to an investment advisory agreement executed
December 22, 2000 (the “Former Advisory Agreement”) among the Fund,
AAMCIL and the Investment Adviser (then known as EquitiLink Australia
Limited), AAMCIL retained the Investment Adviser to assist it in carrying out its
obligations to the Fund under the Former Management Agreement;
WHEREAS, in December 2003, the Board of Directors of the Fund
approved the transfer by AAMCIL to AAMAL of the rights and obligations of
AAMCIL under the Former Management Agreement and the Former Advisory
Agreement (the “Transfer”);
WHEREAS, the Fund entered into a management agreement dated as of
March 8, 2004 (the “Management Agreement”) with AAMAL, pursuant to which
AAMAL will manage the Fund’s investments and will make investment decisions
on behalf of the Fund, and for which AAMAL will receive a monthly fee from the
Fund as specified in the Management Agreement;
WHEREAS, the Fund desires to have AAMAL assume the rights and
obligations of AAMCIL under the Former Advisory Agreement, and AAMAL is
willing to assume such rights and obligations, by entering into this investment
advisory agreement (the “Agreement”);
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties agree as follows:
1.
Investment Adviser.
1.1 To the extent requested by the Investment Manager, the Investment
Adviser will make recommendations to the Investment Manager as to the-overall
structure of the Fund’s portfolio, including asset allocation advice and general
advice on investment strategy relating to the Fund’s overall investment objectives.
The Investment Adviser shall give the Investment Manager (and the Fund) the
benefit of the Investment Adviser’s best judgment and efforts in rendering
services under this Agreement.
1.2 For the services rendered to the Investment Manager under Section
1.1 hereof, the Investment Manager will pay the Investment Adviser a fee
computed at the annual rate of 0.15% of the Fund’s average weekly net assets,
computed based upon net asset value applicable to shares of common stock and
shares of preferred stock determined weekly and payable on the first business day
of each calendar month.
1.3 To the extent requested by the Investment Manager, the Investment
Adviser will make recommendations to the Investment Manager as to specific
portfolio securities to be purchased, retained or sold by the Fund and will provide
or obtain such research and statistical data as may be necessary in connection
therewith. The Investment Adviser shall give the Investment Manager (and the
Fund) the benefit of the Investment Adviser’s best judgment and efforts in
rendering services under this Agreement.
1.4 For the services rendered to the Investment Manager under Section
1.3 hereof, the Investment Manager will pay the Investment Adviser a fee
computed at the annual rate of up to 0.10% of the Fund’s average weekly net
assets computed based upon net asset value applicable to shares of common stock
and shares of preferred stock determined weekly and payable on the first business
day of each calendar month; it being understood that any such fee shall be
reduced by the amount, if any, that the Investment Manager may pay other
entities for rendering any of the services contemplated by Section 1.3 hereof.
1.5 For the purpose of determining the fees payable to the Investment
Adviser hereunder, the value of the Fund’s net assets shall be computed initially
at the times and in the manner specified in the Fund’s Registration Statement an
Form N-2, as such times and manner may be amended from time to time by action
of the Fund’s Board.
2.
Expenses. The Investment Adviser shall bear all expenses of its
respective employees, except certain expenses incurred by the Investment
Adviser’s employees who serve as officers and directors of the Fund which are
reimbursed by the Fund under the Fund’s policy governing reimbursement of
Fund-related expenses. The Investment Adviser shall bear all overhead incurred
in connection with its duties under this Agreement and shall pay all salaries and
fees of the Fund’s directors and officers who are interested persons (as defined in
the 0000 Xxx) of the Investment Adviser but who are not interested persons of the
Investment Manager.
3.
Liability. Neither the Investment Manager nor the Investment
Adviser shall be liable for any error of judgment or for any loss suffered by the
Fund in connection with the matters to which this Agreement relates, except a loss
resulting from a breach of fiduciary duty with respect to receipt of compensation
for services (in which case any award of damages shall be limited to the period
and the amount set forth in Section 36(b)(3) of the 0000 Xxx) or a loss resulting
from willful misfeasance, bad faith or gross negligence on the part of the
Investment Manager or the Investment Adviser, as appropriate, in the
performance of, or from reckless disregard by such party of such party’s
obligations and duties under, this Agreement.
4.
Services Not Exclusive. It is understood that the services of the
Investment Manager and the Investment Adviser are not deemed to be exclusive,
and nothing in this Agreement shall prevent the Investment Manager or the
Investment Adviser, or any affiliate of either of them, from providing similar
services to other investment companies and other clients (whether or not their
investment objectives and policies are similar to those of the Fund) or from
engaging in other activities. When other clients of the Investment Manager or the
Investment Adviser desire to purchase or sell a security at the same time such
security is purchased or sold for the Fund, such purchases and sales will be
allocated among the clients of each in a manner that is fair and equitable in the
judgment of the Investment Manager and the Investment Adviser in the exercise
of their fiduciary obligations to the Fund and to such other clients.
5.
Duration and Termination. This Agreement shall be effective as
of the date first above written, and shall continue in effect until December 22,
2004. If not sooner terminated, this Agreement shall continue in effect with
respect to the Fund for successive periods of twelve months thereafter, provided
that each such continuance shall be specifically approved annually by the vote of
a majority of the Fund’s Board of Directors who are not parties to this Agreement
or interested persons (as defined in the 0000 Xxx) of any such party, cast in person
at a meeting called for the purpose of voting on such approval and either (a) the
vote of a majority of the outstanding voting securities of the Fund, or (b) the vote
of a majority of the Fund’s entire Board of Directors. Notwithstanding the
foregoing, this Agreement may be terminated with respect to the Fund at any
time, without the payment of any penalty, by a vote of a majority of the Fund’s
Board of Directors or a majority of the outstanding voting securities of the Fund
upon at least sixty (60) days’ written notice to the Investment Manager and the
Investment Adviser, or by either the Manager or the Investment Adviser upon at
least ninety (90) days’ written notice to the Fund and the other party but any such
termination shall not affect continuance of this Agreement as to the remaining
parties. This Agreement shall automatically terminate as to any party in the event
of its assignment (as defined in the 1940 Act).
6.
Miscellaneous.
6.1 This Agreement shall be construed in accordance with the laws of the
State of New York, provided that nothing herein shall be construed as being
inconsistent with the 1940 Act and any rules, regulations and orders thereunder.
6.2 The captions in this Agreement are included for convenience only
and in no way define or delimit any of the provisions hereof or otherwise affect
their construction or effect.
6.3 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 and, to that extent, the provisions of this Agreement shall
be deemed to be severable.
6.4 Nothing herein shall be construed as constituting any party an agent
of the Fund or of any other party.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the day and year first above written.
ABERDEEN GLOBAL INCOME FUND, INC.
By:
/s/ Xxxxxx Xxxxxxx
Name:
Xxxxxx Xxxxxxx
Title:
President
ABERDEEN ASSET MANAGEMENT ASIA LIMITED
By:
/s/ Xxxx Xxxxx
Name:
Xxxx Xxxxx
Title:
Managing Director
ABERDEEN ASSET MANAGEMENT LIMITED
By:
/s/ Xxxxx Xxxxx
Name:
Xxxxx Xxxxx
Title:
Director
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