INVESTMENT ADVISORY AGREEMENT
BETWEEN
ALL SEASONS GLOBAL FUND, INC.
AND
QUEST ADVISORY CORP.
Agreement dated as of October 31, to be effective as of
November 1, 1996, by and between ALL SEASONS GLOBAL FUND, INC., a
Maryland corporation whose name may be changed to ROYCE GLOBAL
FUND, INC. (the "Fund"), and QUEST ADVISORY CORP., a New York
corporation (the "Adviser").
The Fund and the Adviser hereby agree as follows:
1. Duties of the Adviser. The Adviser shall, during the
term and subject to the provisions of this Agreement, (a)
determine the composition of the portfolio of the Fund, the
nature and timing of the changes therein and the manner of
implementing such changes and (b) provide the Fund with such
investment advisory, research and related services as the Fund
may, from time to time, reasonably require for the investment of
its assets. The Adviser shall perform such duties in accordance
with the applicable provisions of the Fund's Articles of
Incorporation, By-laws and stated investment objective, policies
and restrictions and any directions it may receive from the
Fund's Board of Directors.
2. Expenses Payable by the Fund. Except as otherwise
provided in Paragraphs 1 and 3 hereof, the Fund shall be
responsible for determining the net asset value of its shares and
for all of its other operations and shall pay all administrative
and other costs and expenses attributable to its operations and
transactions, including, without limitation, registrar, transfer
agent and custodian fees; legal, administrative and clerical
services; rent for its office space and facilities; auditing;
preparation, printing and distribution of its proxy statements,
stockholders' reports and notices; supplies and postage; Federal
and state registration fees; securities market listing fees and
expenses; Federal, state, local and foreign taxes; non-affiliated
directors' fees; interest on its borrowings; brokerage
commissions; and the cost of issue, sale and repurchase of its
shares.
3. Expenses Payable by the Adviser. The Adviser shall
furnish, without expense to the Fund, the services of those of
its executive officers and full-time employees who may be duly
elected executive officers or directors of the Fund, subject to
their individual consent to serve and to any limitations imposed
by law, and shall pay all the salaries and expenses of such
persons. For purposes of this Agreement, only a president, a
treasurer or a vice-president in charge of a principal business
function shall be deemed to be an executive officer. The Adviser
shall also pay all expenses which it may incur in performing its
duties under Paragraph 1 hereof and shall reimburse the Fund for
any space leased by the Fund and occupied by the Adviser.
4. Compensation of the Adviser.
(a) The Fund agrees to pay to the Adviser, and
the Adviser agrees to accept, as compensation for the services
provided by the Adviser hereunder, a monthly fee equal to 1/12 of
1% (1% on an annualized basis) of the average net assets of the
Fund for each month during the term of this Agreement. (The net
assets of the Fund shall be computed by subtracting the amount of
any indebtedness and other liabilities of the Fund from the value
of the total assets of the Fund, and the liquidation preference
of and any potential redemption premium for any preferred stock
of the Fund that may hereafter be issued and outstanding shall
not be treated as an indebtedness or other liability of the Fund
for this purpose.) The Fund shall pay such fee to the Adviser at
or promptly following the end of each such month.
(b) Notwithstanding the provisions of
subparagraph (a) above to the contrary, the Adviser shall reduce
the monthly fees payable to it hereunder to the extent necessary
so that the ratio of the expenses of the Fund (including the fees
payable to the Adviser, but excluding interest, dividends on
securities sold short, taxes, brokerage commissions, distribution
fees, amortization of organization expenses and litigation and
indemnification expenses and other extraordinary expenses not
incurred in the ordinary course of the Fund's business) shall not
exceed (i) for the period from the date on which this Agreement
shall become effective and ending December 31, 1996, 2.5% of the
first $30,000,000, 2% of the next $70,000,000 and 1.5% of any
remaining average net assets of the Fund for such period, and
(ii) for each of the fiscal years of the Fund ending December 31,
1997 and December 31, 1998, 1.75% of the Fund's average net
assets for such fiscal year.
(c) In the event of any termination of this
Agreement, the fee provided for in this Paragraph 4 shall be
calculated on the basis of a period ending on the last day on
which this Agreement is in effect, subject to a pro rata
adjustment based on the number of days elapsed in the current
month as a percentage of the total number of days in such month.
5. Excess Brokerage Commissions. The Adviser is hereby
authorized, to the fullest extent now or hereafter permitted by
law, to cause the Fund to pay a member of a national securities
exchange, broker or dealer an amount of commission for effecting
a securities transaction in excess of the amount of commission
another member of such exchange, broker or dealer would have
charged for effecting that transaction, if the Adviser determines
in good faith that such amount of commission is reasonable in
relation to the value of the brokerage and/or research services
provided by such member, broker or dealer, viewed in terms of
either that particular transaction or its over-all
responsibilities with respect to the Fund and its other accounts.
6. Limitations on the Employment of the Adviser. The
services of the Adviser to the Fund shall not be deemed
exclusive, and the Adviser may engage in any other business or
render similar or different services to others so long as its
services to the Fund hereunder are not impaired thereby, and
nothing in this Agreement shall limit or restrict the right of
any director, officer or employee of the Adviser to engage in any
other business or to devote his time and attention in part to any
other business, whether of a similar or dissimilar nature. So
long as this Agreement or any extension, renewal or amendment
remains in effect, the Adviser shall be the only investment
adviser to the Fund, subject to the Adviser's right to enter into
sub-advisory agreements. The Adviser assumes no responsibility
under this Agreement other than to render the services called for
hereunder, and shall not be responsible for any action of or
directed by the Board of Directors of the Fund, or any committee
thereof, unless such action has been caused by the Adviser's
gross negligence, willful malfeasance, bad faith or reckless
disregard of its obligations and duties under this Agreement.
7. Responsibility of Dual Directors, Officers and/or
Employees. If any person who is a director, officer or employee
of the Adviser is or becomes a director, officer and/or employee
of the Fund and acts as such in any business of the Fund pursuant
to this Agreement, then such director, officer and/or employee of
the Adviser shall be deemed to be acting in such capacity solely
for the Fund, and not as a director, officer and/or employee of
the Adviser or under the control or direction of the Adviser,
although paid by the Adviser.
8. Protection of the Adviser. The Adviser shall not be
liable to the Fund for any action taken or omitted to be taken by
the Adviser in connection with the performance of any of its
duties or obligations under this Agreement or otherwise as an
investment adviser of the Fund, and the Fund shall indemnify the
Adviser and hold it harmless from and against all damages,
liabilities, costs and expenses (including reasonable attorneys'
fees and amounts reasonably paid in settlement) incurred by the
Adviser in or by reason of any pending, threatened or completed
action, suit, investigation or other proceeding (including an
action or suit by or in the right of the Fund or its security
holders) arising out of or otherwise based upon any action
actually or allegedly taken or omitted to be taken by the Adviser
in connection with the performance of any of its duties or
obligations under this Agreement or otherwise as an investment
adviser of the Fund. Notwithstanding the preceding sentence of
this Paragraph 8 to the contrary, nothing contained herein shall
protect or be deemed to protect the Adviser against or entitle or
be deemed to entitle the Adviser to indemnification in respect
of, any liability to which the Adviser would otherwise be subject
by reason of willful misfeasance, bad faith or gross negligence
in the performance of its duties or by reason of its reckless
disregard of its duties and obligations under this Agreement.
Determinations of whether and the extent to which the
Adviser is entitled to indemnification hereunder shall be made by
reasonable and fair means, including (a) a final decision on the
merits by a court or other body before whom the action, suit or
other proceeding was brought that the Adviser was not liable by
reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of its duties or (b) in the absence of such a
decision, a reasonable determination, based upon a review of the
facts, that the Adviser was not liable by reason of such
misconduct by (i) the vote of a majority of a quorum of the
directors of the Fund who are neither "interested persons" of the
Fund (as defined in Section 2(a)(19) of the Investment Company
Act of 1940) nor parties to the action, suit or other proceeding
or (ii) an independent legal counsel in a written opinion.
9. Effectiveness, Duration and Termination of Agreement.
This Agreement shall become effective on November 1, 1996, and
shall remain in effect until April 30, 1998 and thereafter shall
continue automatically for successive annual periods from May 1
to April 30, provided that such continuance is specifically
approved at least annually by (a) the vote of the Fund's
directors, including a majority of such directors who are not
parties to this Agreement or "interested persons" (as such term
is defined in Section 2(a)(19) of the Investment Company Act of
1940) of any such party, cast in person at a meeting called for
the purpose of voting on such approval, or (b) the vote of a
majority of the outstanding voting securities of the Fund and the
vote of the Fund's directors, including a majority of such
directors who are not parties to this Agreement or "interested
persons" (as so defined) of any such party. This Agreement may
be terminated at any time, without the payment of any penalty, on
sixty (60) days' written notice by the vote of a majority of the
outstanding voting securities of the Fund or by the vote of a
majority of the Fund's directors or by the Adviser, and will
automatically terminate in the event of its "assignment" (as such
term is defined for purposes of Section 15(a)(4) of the
Investment Company Act of 1940); provided, however, that the
provisions of Paragraph 8 of this Agreement shall remain in full
force and effect, and the Adviser shall remain entitled to the
benefits thereof, notwithstanding any such termination.
10. Name. The Fund may, so long as this Agreement remains
in effect, use "Royce" as part of its name. The Adviser may,
upon termination of this Agreement, require the Fund to refrain
from using the name "Royce" in any form or combination in its
name or in its business, and the Fund shall, as soon as
practicable following its receipt of any such request from the
Adviser, so refrain from using such name.
11. Notices. Any notice under this Agreement shall be
given in writing, addressed and delivered or mailed, postage
prepaid, to the other party at its principal office.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed the day and year first above
written.
ALL SEASONS GLOBAL FUND, INC.
By: XXXXXX X. XXXXXX
Name: Xxxxxx X. Xxxxxx
Title: Treasurer
QUEST ADVISORY CORP.
By: XXXXXXX X. XXXXX
Name: Xxxxxxx X. Xxxxx
Title: President
