AMENDED AND RESTATED
THE FIRST COMMONWEALTH FUND, INC.
MANAGEMENT AGREEMENT
AGREEMENT executed this 9th day of September, between The First
Commonwealth Fund, Inc. (the "Fund"), a Maryland corporation registered under
the Investment Company Act of 1940 (the "1940 Act"), and EquitiLink
International Management Limited, a Jersey, Channel Islands corporation (the
"Investment Manager").
WHEREAS, the Fund is a closed-end management investment company; and
WHEREAS, the Fund engages in the business of investing its assets in
the manner and in accordance with its stated current investment objective and
restrictions;
NOW THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties agree as follows:
1. Obligations.
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1.1 The Investment Manager will manage, in accordance with the
Fund's stated investment objective, policies and limitations and subject to the
supervision of the Fund's Board of Directors, the Fund's investments. The
Investment Manager will make investment decisions on behalf of the Fund
including the selection of and placing of orders with brokers and dealers to
execute portfolio transactions on behalf of the Fund. The Investment Manager
shall give the Fund the benefit of the Investment Manager's best judgment and
efforts in rendering services under this Agreement.
1.2 The Fund will pay the Investment Manager a fee at the annual
rate of 0.65% of the Fund's average weekly net assets applicable to shares of
common stock and shares of preferred stock up to $200 million, 0.60% of such
amounts between $200 million and $500 million and 0.55% of such assets in excess
of $500 million, 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 the portion
of the fee which is equal to the percentage of the Fund's net assets, measured
at the end of each week, held in securities (or cash) denominated in the
currencies of Australia and New Zealand, Canada, and the United Kingdom shall be
paid to the Investment Manager in, respectively, the currencies of Australia,
Canada and the United Kingdom. For the purpose of determining the fees payable
to the Investment Manager 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 on Form N-2, as such times and manner may be amended from
time to time by action of the Fund's Board.
1.3 In rendering the services required under this Agreement, the
Investment Manager may, at its expense, employ, consult or associate with itself
such person or persons as it believes necessary to assist it in carrying out its
obligations under this Agreement. However, the
Investment Manager may not retain any person or company that would be an
"investment adviser," as that term is defined in the 1940 Act, to the Fund
unless (i) the Fund is a party to the contract with such person or company and
(ii) such contract is approved by a majority of the Fund's Board of Directors
and a majority of Directors who are not parties to any agreement or contract
with such company and who are not "interested persons," as defined in the 1940
Act, of the Fund, the Investment Manager, or any such person or company retained
by the Investment Manager, and is approved by the vote of a majority of the
outstanding voting securities of the Fund to the extent required by the 1940
Act.
2. Expenses. The Investment Manager shall bear all expenses of its
employees and 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 Manager. The Fund will bear all of its own expenses, including:
expenses of organizing the Fund; fees of the Fund's Directors who are not
interested persons (as defined in the 0000 Xxx) of any other party;
out-of-pocket travel expenses for all Officers and Directors and other expenses
incurred by the Fund in connection with meetings of directors; interest expense;
taxes and governmental fees including any original issue taxes or transfer taxes
applicable to the sale or delivery of shares or certificates therefor; brokerage
commissions and other expenses incurred in acquiring or disposing of the Fund's
portfolio securities; expenses in connection with the issuance, offering,
distribution, sale or underwriting of securities issued by the Fund; expenses of
registering and qualifying the Fund's shares for sale with the Securities and
Exchange Commission and in various states and foreign jurisdictions; auditing,
accounting, insurance and legal costs; custodian, dividend disbursing and
transfer agent expenses; and the expenses of shareholders' meetings and of the
preparation and distribution of proxies and reports to shareholders.
3. Liability. The Investment Manager shall not 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 its part in the performance of, or
from reckless disregard by it of its obligations and duties under, this
Agreement.
4. Services Not Exclusive. It is understood that the services of the
Investment Manager are not deemed to be exclusive, and nothing in this Agreement
shall prevent the Investment Manager or any affiliate, 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
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 Investment Manager's clients, including the Fund, in a manner that is fair
and equitable in the judgment of the Investment Manager in the exercise of its
fiduciary obligations to the Fund and to such other clients.
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5. Scope of Engagement. The Investment Manager hereby agrees that the
Fund, may, at any time, upon at least 60 days' notice, advise the Investment
Manager that it wishes to limit the scope of the Investment Manager's engagement
hereunder to that of managing the Fund's investments solely with respect to
securities denominated in certain stipulated currencies, in which case the fee
otherwise payable to the Investment Manager as provided in Paragraph 1.2 hereof
shall be reduced to reflect the proportion of the Fund's aggregate net assets
measured at the end of each week which are denominated in the stipulated
currencies.
6. Duration and Termination. This Agreement shall become effective
upon shareholder approval thereof as required under the 1940 Act and shall
continue in effect for two (2) years from the date of its execution. 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 or by the Investment Manager upon at least ninety (90)
days' written notice to the Fund. This Agreement shall automatically terminate
in the event of its assignment (as defined in the 1940 Act).
7. Miscellaneous.
7.1 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.
7.2 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.
7.3 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.
7.4 Nothing herein shall be construed as constituting the
Investment Manager an agent of the Fund.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the day and year first above written.
THE FIRST COMMONWEALTH FUND, INC.
By: /s/ Xxxxxxxx X. Xxxxxxxx
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Title: President
EQUITILINK INTERNATIONAL
MANAGEMENT LIMITED
By: /s/ Xxxxx Xxxxx
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Title: Director
