EXHIBIT(g)
FORM OF INVESTMENT ADVISORY, MANAGEMENT AND
ADMINISTRATION AGREEMENT
THIS INVESTMENT ADVISORY, MANAGEMENT AND ADMINISTRATION AGREEMENT is
made as of the __ day of _______, 2004 by and between XXXXXXX GLOBAL COMMODITIES
STOCK FUND, INC., a Maryland corporation (herein referred to as the "Fund"), and
DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC., a Delaware corporation (herein
referred to as the "Manager").
WITNESSETH:
That in consideration of the mutual covenants herein contained, it is agreed by
the parties as follows:
1. The Manager hereby undertakes and agrees, upon the terms and conditions
herein set forth, (i) to make investment decisions for the Fund, to prepare and
make available to the Fund research and statistical data in connection therewith
and to supervise the acquisition and disposition of securities by the Fund,
including the selection of brokers or dealers to carry out the transactions, all
in accordance with the Fund's investment objective and policies and in
accordance with guidelines and directions from the Fund's Board of Directors;
(ii) to assist the Fund as it may reasonably request in the conduct of the
Fund's business, subject to the direction and control of the Fund's Board of
Directors; (iii) to maintain or cause to be maintained for the Fund all books,
records, reports and any other information required under the Investment Company
Act of 1940, as amended (the "1940 Act"), to the extent that such books, records
and reports and other information are not maintained or furnished by the
custodian or other agents of the Fund; (iv) to furnish at the Manager's expense
for the use of the Fund such office space and facilities as the Fund may require
for its reasonable needs in the City of New York and to furnish at the Manager's
expense clerical services in the United States related to research, statistical
and investment work; (v) to render to the Fund administrative services such as
preparing reports to and meeting materials for the Fund's Board of Directors and
reports and notices to stockholders, preparing and making filings with the
Securities and Exchange Commission (the "SEC") and other regulatory and
self-regulatory organizations, including preliminary and definitive proxy
materials and post-effective amendments to the Fund's registration statement on
Form N-2 under the Securities Act of 1933, as amended, and 1940 Act, as amended
from time to time, providing assistance in certain accounting and tax matters
and investor and public relations, monitoring the valuation of portfolio
securities, assisting in the calculation of net asset value and calculation and
payment of distributions to stockholders, and overseeing arrangements with the
Fund's custodian, including the maintenance of books and records of the Fund;
and (vi) to pay the reasonable salaries, fees and expenses of such of the Fund's
officers and employees (including the Fund's shares of payroll taxes) and any
fees and expenses of such of the Fund's directors as are directors, officers or
employees of the Manager; provided, however, that the Fund, and not the Manager,
shall bear travel expenses (or an appropriate portion thereof) of directors and
officers of the Fund who are directors, officers or employees of the Manager to
the extent that such expenses relate to attendance at meetings of the Board of
Directors of the Fund or any committees thereof or advisers thereto. The Manager
shall bear all expenses arising out of its duties hereunder but shall not be
responsible for any expenses of the Fund other than those specifically allocated
to the Manager in this paragraph 1. In particular, but without limiting the
generality of the foregoing, the Manager shall not be responsible, except to the
extent of the reasonable compensation of such of the Fund's employees as are
directors, officers or employees of the
Manager whose services may be involved, for the following expenses of the Fund:
organization and certain offering expenses of the Fund (including out-of-pocket
expenses, but not including overhead or employee costs of the Manager or of any
one or more organizations retained as an advisor or consultant to the Fund);
fees payable to the Manager and to any advisor or consultants, including an
advisory board, if applicable; legal expenses; auditing and accounting expenses;
telephone, telex, facsimile, postage and other communication expenses; taxes and
governmental fees; stock exchange listing fees; fees, dues and expenses incurred
by the Fund in connection with membership in investment company trade
organizations; fees and expenses of the Fund's custodians, subcustodians,
transfer agents and registrars; payment for portfolio pricing or valuation
services to pricing agents, accountants, bankers and other specialists, if any;
expenses of preparing share certificates and other expenses in connection with
the issuance, offering, distribution, sale or underwriting of securities issued
by the Fund; expenses of registering or qualifying securities of the Fund for
sale; expenses relating to investor and public relations; freight, insurance and
other charges in connection with the shipment of the Fund's portfolio
securities; brokerage commissions or other costs of acquiring or disposing of
any portfolio securities of the Fund; expenses of preparing and distributing
reports, notices and dividends to stockholders; costs of stationery; costs of
stockholders' and other meetings; litigation expenses; or expenses relating to
the Fund's dividend reinvestment and cash purchase plan (except for brokerage
expenses paid by participants in such plan).
2. Subject to the prior approval of a majority of the members of the
Fund's Board of Directors, including a majority of the Directors who are not
"interested persons," as defined in the 1940 Act, the Manager may, through a
sub-advisory agreement or other arrangement, delegate to any other company that
the Manager controls, is controlled by, or is under common control with, or to
specified employees of any such companies, or to more than one such company, to
the extent permitted by applicable law, certain of the Manager's duties
enumerated in section 1 hereof; provided, that the Manager shall continue to
supervise the services provided by such company or employees and any such
delegation shall not relieve the Manager of any of its obligations hereunder.
Subject to the provisions of this Agreement, the duties of any sub-adviser
or delegate, the portion of portfolio assets of the Fund that the sub-adviser or
delegate shall manage and the fees to be paid to the sub-adviser or delegate by
the Manager under and pursuant to any sub-advisory agreement or other
arrangement entered into in accordance with this Agreement may be adjusted from
time to time by the Manager, subject to the prior approval of a majority of the
members of the Fund's Board of Directors, including a majority of the Directors
who are not "interested persons," as defined in the 1940 Act.
3. As exclusive licensee of the rights to use and sublicense the use of
the "Xxxxxxx," "Xxxxxxx, Xxxxxxx & Xxxxx," and "Xxxxxxx Investments" trademarks
(together, the "Xxxxxxx Marks"), the Manager hereby grants the Fund a
nonexclusive right and sublicense to use (i) the "Xxxxxxx" name and xxxx as part
of the Fund's name (the "Fund Name"), and (ii) the Xxxxxxx Marks in connection
with the Fund's investment products and services, in each case only for so long
as this Agreement, any other investment management agreement between the Fund
and the Manager (or any organization which shall have succeeded to the Manager's
business as investment manager (the Manager's Successor")), or any extension,
renewal or amendment hereof or thereof remains in effect, and only for so long
as the Manager is a licensee of the Xxxxxxx Marks, provided, however, that the
Manager agrees to use its best efforts to maintain its license to use and
sublicense the Xxxxxxx Marks. The Fund agrees that it shall have no right to
sublicense or assign rights to use the Xxxxxxx Marks, shall acquire no interest
in the Xxxxxxx Marks
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other than the rights granted herein, that all of the Fund's uses of the Xxxxxxx
Marks shall inure to the benefit of Xxxxxxx Trust Company as owner and licensor
of the Xxxxxxx Marks (the "Trademark Owner"), and that the Fund shall not
challenge the validity of the Xxxxxxx Marks or the Trademark Owner's ownership
thereof. The Fund further agrees that all services and products it offers in
connection with the Xxxxxxx Marks shall meet commercially reasonable standards
of quality, as may be determined by the Manager or the Trademark Owner from time
to time, provided that the Manager acknowledges that the services and products
the Fund rendered during the one-year period preceding the date of this
Agreement are acceptable. At your reasonable request, the Fund shall cooperate
with the Manager and the Trademark Owner and shall execute and deliver any and
all documents necessary to maintain and protect (including but not limited to in
connection with any trademark infringement action) the Xxxxxxx Marks and/or
enter the Fund as a registered user thereof. At such time as this Agreement or
any other investment management agreement shall no longer be in effect between
the Manager (or the Manager's Successor) and the Fund, or the Manager no longer
is a licensee of the Xxxxxxx Marks, the Fund shall (to the extent that, and as
soon as, it lawfully can) cease to use the Fund Name or any other name
indicating that it is advised by, managed by or otherwise connected with the
Manager (Manager's Successor) or the Trademark Owner. In no event shall the Fund
use the Xxxxxxx Marks or any other name or xxxx confusingly similar thereto
(including, but not limited to, any name or xxxx that includes the name
"Xxxxxxx") if this Agreement or any other investment advisory agreement between
the Manager (or the Manager's Successor) and the Fund is terminated.
4. The Fund agrees to pay to the Manager in United States dollars, as full
compensation for the services to be rendered and expenses to be borne by the
Manager hereunder, a monthly fee which, on an annual basis, is equal to [0.90]%
per annum of the value of the Fund's average daily managed assets (i.e. the net
asset value of Fund common shares plus the liquidation preference of any Fund
preferred shares and the principal amount of any borrowings used for leverage).
Each payment of a monthly fee to the Manager shall be made as promptly as
possible. Upon any termination of this Agreement before the end of a month, the
fee for such part of that month shall be prorated according to the proportion
that such period bears to the full monthly period and shall be payable upon the
date of termination of this Agreement.
5. The Manager agrees that it will not make a short sale of any capital
stock of the Fund or purchase any share of the capital stock of the Fund
otherwise than for investment.
6. In executing transactions for the Fund and selecting brokers or
dealers, the Manager shall use its best efforts to seek the best overall terms
available. In assessing the best overall terms available for any Fund
transaction, the Manager shall consider on a continuing basis all factors it
deems relevant, including, but not limited to, breadth of the market in the
security, the price of the security, the financial condition and execution
capability of the broker or dealer and the reasonableness of any commission for
the specific transaction. In selecting brokers or dealers to execute a
particular transaction and in evaluating the best overall terms available, the
Manager may consider the brokerage and research services (as those terms are
defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the
Fund and/or other accounts over which the Manager or an affiliate exercises
investment discretion.
7. Nothing herein shall be construed as prohibiting the Manager from
providing investment advisory services to, or entering into investment advisory
agreements with, other clients (including other
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registered investment companies), including clients which may invest in
securities of issuers in commodity-related industries, or from utilizing (in
providing such services) information furnished to the Manager by advisors and
consultants to the Fund and others; nor shall anything herein be construed as
constituting the Manager as an agent of the Fund.
Whenever the Fund and one or more other accounts or investment companies
advised by the Manager have available funds for investment, investments suitable
and appropriate for each shall be allocated in accordance with procedures
believed by the Manager to be equitable to each entity. Similarly, opportunities
to sell securities shall be allocated in a manner believed by the Manager to be
equitable. The Fund recognizes that in some cases this procedure may adversely
affect the size of the position that may be acquired or disposed of for the
Fund. In addition, the Fund acknowledges that the persons employed by the
Manager to assist in the performance of the Manager's duties hereunder will not
devote their full time to such service and nothing contained herein shall be
deemed to limit or restrict the right of the Manager or any affiliate of the
Manager to engage in and devote time and attention to other businesses or to
render services of whatever kind or nature.
8. The Manager may rely on information reasonably believed by it to be
accurate and reliable. Neither the Manager nor its officers, directors,
employees or agents shall be subject to any liability for any act or omission,
error of judgment or mistake of law, or for any loss suffered by the Fund, in
the course of, connected with or arising out of any services to be rendered
hereunder, except by reason of willful misfeasance, bad faith, or gross
negligence on the part of the Manager in the performance of its duties or by
reason of reckless disregard on the part of the Manager of its obligations and
duties under this Agreement. Any person, even though also employed by the
Manager, who may be or become an employee of the Fund and paid by the Fund shall
be deemed, when acting within the scope of his employment by the Fund, to be
acting in such employment solely for the Fund and not as an employee or agent of
the Manager.
9. This Agreement shall remain in effect for an initial term ending on
______________, 2006, and shall continue in effect thereafter, but only so long
as such continuance is specifically approved at least annually by the
affirmative vote of (i) a majority of the members of the Fund's Board of
Directors who are not parties to this agreement or interested persons of any
party to this agreement, or of any entity regularly furnishing investment
advisory services with respect to the Fund pursuant to an agreement with any
party to this agreement, cast in person at a meeting called for the purpose of
voting on such approval, and (ii) a majority of the Fund's Board of Directors or
the holders of a majority of the outstanding voting securities of the Fund. This
Agreement may nevertheless be terminated at any time without penalty, on 60
days' written notice, by the Fund's Board of Directors, by vote of holders of a
majority of the outstanding voting securities of the Fund, or by the Manager.
This Agreement shall automatically be terminated in the event of its
assignment, provided that an assignment to a corporate successor to all or
substantially all of the Manager's business or to a wholly-owned subsidiary of
such corporate successor which does not result in a change of actual control or
management of the Manager's business shall not be deemed to be an assignment for
the purposes of this Agreement. Any notice to the Fund or the Manager shall be
deemed given when received by the addressee.
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10. This Agreement may not be transferred, assigned, sold or in any manner
hypothecated or pledged by either party hereto, except as permitted under the
1940 Act or rules and regulations adopted thereunder. It may be amended by
mutual agreement, but only after authorization of such amendment by the
affirmative vote of (i) the holders of a majority of the outstanding voting
securities of the Fund, and (ii) a majority of the members of the Fund's Board
of Directors who are not parties to this Agreement or interested persons of any
party to this Agreement, or of any entity regularly furnishing investment
advisory services with respect to the Fund pursuant to an agreement with any
party to this Agreement, cast in person at a meeting called for the purpose of
voting on such approval.
11. This Agreement shall be construed in accordance with the laws of the
State of New York, without giving effect to the conflicts of laws principles
thereof, provided, however, that nothing herein shall be construed as being
inconsistent with the 1940 Act. As used herein, the terms "interested person,"
"assignment," and "vote of a majority of the outstanding voting securities"
shall have the meanings set forth in the 1940 Act.
12. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, and it shall not be
necessary in making proof of this Agreement to produce or account for more than
one such counterpart.
13. This Agreement supersedes all prior investment advisory, management,
and/or administration agreements in effect between the Fund and the Manager.
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IN WITNESS WHEREOF, the parties have executed this Agreement by their
officers thereunto duly authorized as of the day and year first written above.
XXXXXXX GLOBAL COMMODITIES STOCK
FUND, INC.
By: _________________________
DEUTSCHE INVESTMENT MANAGEMENT
AMERICAS INC.
By: _________________________
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