INVESTMENT ADVISORY AGREEMENT
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 June 3, 2004.
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 [weekly] at an
annual rate of [ ]% of the Company's average [weekly] 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 two-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. Use of Name
If the Adviser ceases to act as investment adviser to the Fund, the Company
agrees that, at the request of the Adviser, the Company's license to us "Xxxxxx
Xxxx" or any variation thereof indicating a connection to either of those
entities, will terminate and the Company will take all necessary action to
change the name of the Company to a name that does not include "Xxxxxx Xxxx" or
any such variation.
11. Entire Agreement
This Agreement constitutes the entire agreement between the parties hereto.
12. Governing Law
This Agreement shall be governed by and construed and enforced in accordance
with the laws of the state of New York without 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 June 3, 2004.
XXXXXX XXXX GLOBAL EQUITY FUND, INC.
By: _________________________
Title:
XXXXXX XXXX INVESTMENT MANAGEMENT LLC
By: _____________________________
Title:
