INVESTMENT ADVISORY AGREEMENT
SUB-ITEM
77Q(1)(e)
Xxxxxx
Xxxx Global Equity Fund Inc.
This
INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made by and between Xxxxxx
Xxxx Global Equity Fund, Inc., (the “Company”) a corporation organized under the
laws of the State of Maryland, and XXXXXX XXXX INVESTMENT MANAGEMENT LLC, a
limited liability company organized under the laws of the State of Delaware
(the
“Adviser”), as of May 1, 2006, as amended December 19, 2007.
WHEREAS,
the Company desires to appoint
the Adviser as the investment adviser, and the Adviser desires to accept such
appointment;
NOW
THEREFORE, the parties hereto hereby
agree as follows:
1. Investment
Description;
Appointment
The Company desires to employ
its
capital by investing and reinvesting in investments of the kind and in
accordance with the limitations specified in its Articles of Incorporation,
as
the same may from time to time be amended, and in its Registration Statement
as
from time to time in effect, and in such manner and to such extent as may from
time to time be approved by the Board of Directors of the
Company. Copies of the Company’s Registration Statement and Articles
of Incorporation have been or will be submitted to the Adviser. The
Company agrees to provide copies of all amendments to the Company’s Registration
Statement and Articles of Incorporation to the Adviser on an on-going
basis. The Company desires to employ and hereby appoints the Adviser
to act as investment adviser to the Company. The Adviser accepts the
appointment and agrees to furnish the services described herein for the
compensation set forth below.
2. Services
as Investment Adviser
Subject to the supervision and
direction of the Board of Directors of the Company, the Adviser will (a) act
in
accordance with the Company’s Articles of Incorporation, the Investment Company
Act of 1940 and the Investment Advisers Act of 1940, as the same may from time
to time be amended, (b) manage the Company’s assets in accordance with its
investment objective and policies as stated in the Company’s Registration
Statement as from time to time in effect, (c) make investment decisions and
exercise voting rights in respect of portfolio securities for the Company and
(d) place purchase and sale orders on behalf of the Company. In providing these
services, the Adviser will provide investment research and supervision of the
Company’s investments and conduct a continual program of investment, evaluation
and, if appropriate, sales and reinvestment of the Company’s
assets. In addition, the Adviser will furnish the Company with
whatever statistical information the Company may reasonably request with respect
to the securities that the Company may hold or contemplate purchasing.
Subject to the supervision and
direction of the Board of Directors of the Company, the Adviser undertakes
to
perform the following administrative services to the extent that no other party
is obligated to perform them on behalf of the Fund: (a) providing the
Fund with office space (which may be the Adviser’s own offices), stationery and
office supplies, (b) furnishing certain corporate secretarial services,
including assisting in the preparation of materials for meetings of the Board
of
Directors, (c) coordinating and preparation of proxy statements and annual
and
semi-annual reports monitoring and developing compliance procedures for the
Fund
which will include, among other matters, procedures for monitoring compliance
with the Fund’s investment objective, policies, restrictions, tax matters and
applicable laws and regulations, and (f) acting as liaison between the Fund
and
the Fund’s independent public accountants, counsel, custodian or custodians,
administrator and transfer and dividend-paying agent and registrar, and taking
all reasonable action in the performance of its obligations under this Agreement
to assure that all necessary information is made available to each of
them.
3. Brokerage
In executing transactions for
the
Company and selecting brokers or dealers, the Adviser will use its best efforts
to seek the best overall terms available. In assessing the best
overall terms available for any Company transaction, the Adviser will consider
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 and on a continuing basis. In
selecting brokers or dealers to execute a particular transaction and in
evaluating the best overall terms available, the Adviser 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 Company and/or other
accounts over which the Adviser or an affiliate exercises investment
discretion. The Company acknowledges that, in appropriate
circumstances, the Adviser intends to use the services of affiliates as brokers;
in doing so, the Adviser agrees to comply with Section 17(e) of the Investment
Company Act of 1940, as amended, and Rule 17e-1 thereunder.
4. Information
Provided to the
Company
The Adviser will use its best
efforts to keep the Company informed of developments materially affecting the
Company, and will, on its own initiative, furnish the Company from time to
time
with whatever information the Adviser believes is appropriate for this
purpose.
5. Standard
of Care
The Adviser shall exercise its
best judgment in rendering the services described in paragraphs 2, 3 and 4
above. The Adviser shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Company in connection with the
matters to which this Agreement relates, provided that nothing herein shall
be
deemed to protect or purport to protect the Adviser against any liability to
the
Company or its shareholders to which the Adviser would otherwise be subject
by
reason of willful misfeasance, bad faith or gross negligence on its part in
the
performance of its duties or from reckless disregard by it of its obligations
and duties under this Agreement (“disabling conduct”). The Company
will indemnify the Adviser against, and hold it harmless from, any and all
losses, claims, damages, liabilities or expenses (including reasonable counsel
fees and expenses) resulting from any claim, demand, action or suit not
resulting from disabling conduct by the Adviser. Indemnification
shall be made only following: (i) a final decision on the merits by a
court or other body before whom the proceeding was brought that the person
to be
indemnified was not liable by reason of disabling conduct or (ii) in the absence
of such a decision, a reasonable determination, based upon a review of the
facts, that the person to be indemnified was not liable by reason of disabling
conduct by (a) the vote of a majority of a quorum of non-party directors who
are
not “interested persons” of the Fund or (b) an independent legal counsel in a
written opinion.
6. Compensation
(a) In consideration of
the services rendered pursuant to this Agreement, the Company will pay the
Adviser after the end of each calendar quarter while this Agreement is in effect
a fee for the previous quarter computed daily at an annual rate of 0.90% of
the
Company’s average daily net assets.
(b) Upon any
termination of this Agreement before the end of a quarter, the fee for such
part
of that quarter shall be prorated according to the proportion that such period
bears to the full quarterly period and shall be payable upon the date of
termination of this Agreement. For the purpose of determining fees
payable to the Adviser, the value of the Company’s net assets shall be computed
at the times and in the manner specified in the Company’s Registration Statement
as from time to time in effect.
7. Expenses
The Adviser will bear all expenses
in connection with the performance of its services under this Agreement,
including compensation of and office space for its officers and employees
connected with investment and economic research, trading and investment
management and administration of the Company, as well as the fees of all
directors of the Company who are affiliated with the Adviser or any of its
affiliates. The Company will bear certain other expenses to be
incurred in its operation, including: organizational expenses; taxes,
interest, brokerage costs and commissions; fees of directors of the Company
who
are not officers, directors, or employees of the Adviser, the distributor or
administrator or any of their affiliates; Securities and Exchange Commission
fees; state Blue Sky fees; charges of the custodian, any
subcustodians, and transfer and dividend-paying agents; insurance premiums;
outside auditing, pricing and legal expenses; costs of maintenance of the
Company’s existence; costs attributable to investor services, including, without
limitation, telephone and personnel expenses; costs of printing stock
certificates; costs of preparing and printing prospectuses and statements of
additional information fro regulatory purposes and for distribution to existing
shareholders; costs of shareholders’ reports and meetings of the shareholders of
the Company and of the officers or Board of Directors of the Company; membership
fees in trade associations; litigation and other extraordinary or non-recurring
expenses.
8. Services
to Other Companies or
Accounts
The Company understands that
the
Adviser now acts, will continue to act or may in the future act, as investment
adviser to fiduciary and other managed accounts or as investment adviser to
one
or more other investment companies, and the Company has no objection to the
Adviser so acting, provided that whenever the Company and one or more other
accounts or investment companies advised by the Adviser have available funds
for
investment, investments suitable and appropriate for each will be allocated
in
accordance with procedures believed to be equitable to each
entity. Similarly, opportunities to sell securities will be allocated
in an equitable manner. The Company recognizes that in some cases
this procedure may adversely affect the size of the position that may be
acquired or disposed of for the Company. In addition, the Company
understands that the persons employed by the Adviser to assist in the
performance of the Adviser’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 Adviser or any affiliate of the Adviser to engage in and devote
time and attention to other businesses or to render services of whatever kind
or
nature.
9. Term
of Agreement
This Agreement shall become
effective as of [the later of the date the Company’s Registration Statement on
Form N-1A is declared effective by the Securities and Exchange Commission or
the
date shareholders approve this Agreement and shall continue for an initial
one-year term and shall continue thereafter so long as such continuance is
specifically approved at least annually by (i) the Board of Directors of the
Company or (ii) a vote of a “majority” (as defined in the Investment Company Act
of 1940) of the Company’s outstanding voting securities, provided that in either
event the continuance is also approved by a majority of the Board of Directors
who are not “interested persons” (as defined in said Act) of any party to this
Agreement, by vote cast in person at a meeting called for the purpose of voting
on such approval. This Agreement is terminable, without penalty, on
60 days’ written notice, by the Board of Directors of the Company or by vote of
holders of a majority of the Company’s shares, or upon 60 days’ written notice,
by the Adviser. This Agreement will also terminate automatically in
the event of its assignment (as defined in said Act).
|
10.
|
Confidentiality
and Privacy Policy
|
(a) The
Adviser will treat as confidential all records and other information
(“Confidential Information”) relative to the Funds and will not use such records
and information for any purpose other than performance of its responsibilities
and duties hereunder, except as required by applicable law, regulation or court
order or as directed by the Funds in writing. Upon termination of
this Agreement, the Adviser shall promptly, upon demand, return to the Funds
all
Confidential Information within its control, except that the Adviser may retain
copies for its records. Each party shall safeguard
confidential information disclosed by the other using the same degree of care
it
uses to safeguard its own confidential information and, in no event, less than
a
reasonable degree of care. Each party’s obligation under this
paragraph shall survive following termination of this Agreement.
(b) The
Adviser acknowledges that nonpublic customer information (as defined in
Regulation S-P, including any amendments thereto) of customers of the Funds
received by the Adviser is subject to the limitations on redisclsoure and reuse
as set forth in such Regulations and the Funds’ privacy policy, and agrees such
information shall not be disclosed to any third party except in conformity
with
the Funds’ privacy policy and Regulation S-P.
|
11.
|
Use
of Name
|
The
Adviser hereby consents to the use by the Company of the Adviser’s name;
provided, however, that such consent shall be conditioned upon the employment
of
the Adviser or one of its affiliates as the investment adviser of the
Company. The Adviser’s name or any variation thereof may be used from
time to time in other connections and for other purposes by the Adviser and
its
affiliates and other investment companies that have obtained consent to the
use
of the Adviser’s name. The Adviser shall have the right to require
the Company to cease using its name as part of the Company’s name if
the Company ceases, for any reason, to employ the Adviser or one of its
affiliates as the Company’s investment adviser. Future names adopted
by the Company for itself, insofar as such names include identifying words
requiring the consent of the Adviser, shall be the property of the Adviser
and
shall be subject to the same terms and conditions. If the Adviser
requires the Company to change its name, the Adviser shall pay, or reimburse
the
Company, for all expenses associated with such name change.
|
12.
|
Amendments
of the Agreement
|
This
Agreement may be amended by a writing signed by both parties hereto, provided
that no amendment to this Agreement shall be effective until approved (i) by
the
vote of a majority of those Directors of the Company who are not interested
persons of the Adviser or the Company cast in person at a meeting called for
the
purpose of voting on such approval, and (ii) by vote of a majority of the
outstanding voting securities of the Company, except for any such amendment
as
may be effected in the absence of such approval without violating the Investment
Company Act of 1940.
|
13.
|
Entire
Agreement
|
This Agreement constitutes the
entire agreement between the parties hereto.
|
14.
|
Governing
Law
|
This Agreement shall be governed
by and construed and enforced in accordance with the laws of the state of
New Yorkwithout
giving effect to the conflicts
of laws principles thereof.
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be executed by their respective officers
as
of the date first written above.
XXXXXX
XXXX GLOBAL EQUITY FUND,
INC.
By:
/s/ Xxxx
Whilesmith_________________
Name:
Xxxx Whilesmith
Title:
Secretary
By:
/s/ Alex Bogaenko__________________
Name:
Xxxx Xxxxxxxx
Title:
Treasurer
XXXXXX
XXXX INVESTMENT MANAGEMENT
LLC
By:
/s/ Xxxxx
Giunta____________________
Name:
Xxxxx Xxxxxx
Title:
First Vice President
By:
/s/ Xxxxxxx
Williams_______________
Name:
Xxxxxxx Xxxxxxxx
Title:
President
