EXHIBIT NO. EX-99.d.7
GAM FUNDS, INC.
October 9, 2002
GAMCO Investors, Inc.
Xxx Xxxxxxxxx Xxxxxx
Xxx, Xxx Xxxx 00000-0000
Investment Advisory Agreement
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Dear Sirs:
The undersigned, GAM Funds, Inc., a Maryland corporation (the "Fund"), is
an open-end diversified series investment company, registered under the
Investment Company Act of 1940, as amended (the "1940 Act"). This letter (the
"Agreement") confirms your engagement as co-investment adviser to the GAM
American Focus Long/Short Fund series of the Fund's shares ("GAM American Focus
Long/Short Fund") on the terms and subject to the conditions set forth below:
SECTION 1. Investment Management Services
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A. General
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You shall, in cooperation with GAM International Management Limited (the
"Co-Adviser"), conduct and maintain a continuous review of the portfolio of
securities and investments held by GAM American Focus Long/Short Fund. You shall
also, subject to any written instructions from the Co-Adviser, and subject to
the following paragraph, make all decisions regarding purchases and sales of
securities and other investments on behalf of GAM American Focus Long/Short Fund
(such portfolio review and decision making, the "Advisory Services").
In performing the Advisory Services, you shall be guided by the investment
objectives, policies and restrictions of GAM American Focus Long/Short Fund as
set forth in the Prospectus and the Statement of Additional Information filed by
the Fund with the Securities and Exchange Commission, as amended from time to
time (the "Disclosure Documents"), and in accordance with such other policies or
limitations adopted by the Board of Directors of the Fund and the provisions of
the 1940 Act and the rules promulgated thereunder. We agree to supply you with
all such relevant documents and to notify you of any relevant changes in the
investment objectives, policies and restrictions of GAM American Focus
Long/Short Fund.
In acting under this Agreement, you shall be an independent contractor and
shall not be an agent of the Fund. You shall not have any responsibility for any
other matter relating to the operation of the Fund, including, but not limited
to, preparation of disclosure documents, compliance with regulatory
requirements, accounting and servicing of shareholder accounts.
B. Selection and Recommendations of Brokers
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Subject to any written instruction from the Co-Adviser, you shall be
responsible for the selection of members of securities exchanges, brokers and
dealers for the execution of the portfolio transactions of GAM American Focus
Long/Short Fund, and, when applicable, negotiating commissions in connection
therewith. All such selections shall be made in accordance with the Fund's
policies and restrictions regarding brokerage allocation set forth in the
Disclosure Documents.
You may, in making such brokerage selections and in negotiating
commissions, take into account any services or facilities provided by a broker.
You are authorized to select or recommend a member of a securities exchange or
any other securities broker or dealer which charges an amount of commission for
effecting a securities transaction in excess of the amount of commission another
member of an exchange, broker or dealer would have charged for effecting that
transaction if you determine in good faith that such amount of commission is
reasonable in relation to the value of the brokerage and research services (as
such services are defined in Section 28(e) of the Securities Exchange Act of
1934, as amended (the "1934 Act")) provided by such member, broker or dealer,
viewed in terms of either that particular transaction or your overall
responsibility with respect to the accounts as to which you exercise investment
discretion (as that term is defined in Section 3(a)(35) of the 1934 Act).
C. Reports and Summaries
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You shall maintain a continuous record of all the investments and
securities which comprise the portfolio of GAM American Focus Long/Short Fund,
and shall furnish to the Fund or its designee such summaries of the portfolio
GAM American Focus Long/Short Fund and such other reports, evaluations, analyses
and opinions, including statistical reports, relating to your services as
investment adviser hereunder as the Fund may reasonably request at any time or
from time to time or as you may deem helpful to the Fund. All such records shall
be the property of the Fund, provided however, that nothing in this Agreement
shall prevent you from retaining any documents to the extent required by law.
SECTION 2. Expenses
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You shall assume and pay all of your own costs and expenses, including
those for furnishing such office space, office equipment, office personnel and
office services as you may require in the performance of your duties under this
Agreement.
The Fund shall bear all expenses of the organization, operations and
business of GAM American Focus Long/Short Fund not expressly assumed or agreed
to be paid by you under this Agreement. In particular, but without limiting the
generality of the foregoing, the Fund shall pay all interest, taxes,
governmental charges or duties, fees, brokerage and commissions of every kind
arising hereunder or in connection herewith, expenses of issue, repurchase or
redemption of GAM American Focus Long/Short Fund shares, expenses of
registering, qualifying and pricing the GAM American Focus Long/Short Fund
shares for sale, insurance, association membership dues, all charges of
custodians (including fees as custodian and for keeping books, performing
portfolio valuations and rendering other services to the Fund), transfer agents,
registrars, dividend disbursing agents, independent auditors and legal counsel,
expenses of preparing, printing and distributing all prospectuses, proxy
material, reports and notices to stockholders, all distribution expenses under
the plans adopted in accordance with Rule 12b-1 under the 1940 Act, fees and
out-of-pocket expenses of directors, all overhead expenses of GAM American Focus
Long/Short Fund's operations, including office space, office equipment, office
personnel and office services and all other costs incident to the corporate
existence of GAM American Focus Long/Short Fund.
SECTION 3. Use of Services of Others
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You may (at your expense except as set forth in Section 2 hereof) employ,
retain or otherwise avail yourself of the services or facilities of other
persons or organizations for the purpose of providing you or GAM American Focus
Long/Short Fund with such statistical or factual information, such advice
regarding economic factors and trends or such other information, advice or
assistance as you may deem necessary, appropriate or convenient for the
discharge of your obligations hereunder or otherwise helpful to GAM American
Focus Long/Short Fund.
SECTION 4. Management Fees
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In consideration of your services hereunder to GAM American Focus
Long/Short Fund, you shall, subject to Section 4(d) below, be entitled to
two-thirds (2/3) multiplied by a management fee comprised of two components:
(a) The first component is a monthly base fee ("Base Fee") equal to
one-twelfth of 1.50% of the average daily net assets of GAM American
Focus Long/Short Fund during the month.
(b) The second component is a performance adjustment ("Performance
Adjustment") that either increases or decreases the Base Fee,
depending on how GAM American Focus Long/Short Fund has performed
relative to the Standard & Poor's Composite Stock Price 500 Index (the
"Index"). The maximum performance adjustment upward or downward is
0.5% annually.
No Performance Adjustment shall be due if the performance of GAM
American Focus Long/Short Fund during the performance period is less
than 3.0% better or 3.0% worse than the performance of the Index
during the performance period. (For example, if the performance of the
Index is +5.0% and the performance of GAM American Focus Long/Short
Fund is better than +2.0% but worse than +8.0%, then there shall be no
Performance Adjustment.) During the twelve months from the date
hereof, the management fee will equal the Base Fee with no Performance
Adjustment.
The Performance Adjustment is 0.125% for each whole percentage
point that GAM American Focus Long/Short Fund's investment performance
for the performance period is more than 2.0% better or worse than the
record of the Index as then constituted. The maximum Performance
Adjustment is 0.50%. (For example, if the performance of the Index is
+5.0% and the performance of the Portfolio is +8.0%, then the
Performance Adjustment is +0.125%; and the sum of the Base Fee and the
Performance Adjustment is 1.625%. If the performance of the Index is
+5.0% and the performance of the Portfolio is +9.5%, then the
Performance Adjustment is +0.25%; and the sum of the Base Fee and the
Performance Adjustment is 1.75%)
The performance period will commence on the date of this Agreement.
During the first twelve months of the performance period, there will
be no Performance Adjustment. Starting with the thirteenth month of
the performance period, the Performance Adjustment will take effect.
Each subsequent performance period will consist of the current month
plus the previous eleven months.
GAM American Focus Long/Short Fund's investment performance for the
performance period shall be the cumulative monthly asset-weighted
investment performance of all classes of shares of GAM American Focus
Long/Short Fund over the performance period. The asset-weighted
investment performance for GAM American Focus Long/Short Fund for a
given month will be calculated by multiplying the investment
performance of each class for the month by its average net assets
(determined as of the close of business on each business day of the
month), adding the results together and dividing the sum by the
aggregate net assets of all classes of GAM American Focus Long/Short
Fund for that month. Any class that does not complete a full month of
operations in a given month will be excluded from the calculation of
GAM American Focus Long/Short Fund's investment performance for that
month, and its assets will be excluded from the aggregate net assets
of GAM American Focus Long/Short Fund in determining GAM American
Focus Long/Short Fund's investment performance for that month.
In computing the investment performance of GAM American Focus
Long/Short Fund and the investment record of the Index, distributions
of realized capital gains, the value of capital gains taxes per share
paid or payable on undistributed realized long-term capital gains
accumulated to the end of such period and dividends paid out of
investment income on the part of GAM American Focus Long/Short Fund,
and all cash distributions of the securities included in the Index,
will be treated as reinvested in accordance with Rule 205-1 or any
other applicable rules under the Investment Advisers Act of 1940, as
the same from time to time may be amended.
One twelfth of the annual Performance Adjustment will be applied to
the average of the net assets of GAM American Focus Long/Short Fund
determined as of the close of business on each business day throughout
the month and the performance period.
(c) In case of termination of this Agreement during any month, the fee for
that month shall be reduced proportionately on the basis of the number
of business days during which it is in effect for that month. The Base
Fee will be computed on the basis of and applied to net assets
averaged over that month ending on the last business day on which this
Agreement is in effect. The amount of the Performance Adjustment will
be computed on the basis of and applied to net assets averaged over
the 12-month period ending on the last business day on which this
Agreement is in effect provided that if this Agreement has been in
effect less than 12 months, the computation will be made on the basis
of the period of time during which it has been in effect.
(d) In the event the total management fee for any monthly period is less
than 1.2% annually, the entitlement to you will be the remainder of
the calculated fee which is entitled to GAM International Management
Limited pursuant to Section 4 (d) of the Investment Advisory Agreement
dated October 9, 2002 between GAM International Management Limited and
the GAM Funds, Inc.
SECTION 5. Limitation of Liability of Investment Adviser
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You shall be liable for losses resulting from your own acts or omissions
caused by your willful misfeasance, bad faith or gross negligence in the
performance of your duties hereunder or your reckless disregard of your duties
under this Agreement, and nothing herein shall protect you against any such
liability to GAM American Focus Long/Short Fund, the Fund or its stockholders.
You shall not be liable to GAM American Focus Long/Short Fund, the Fund or to
any stockholder thereof for any claim or loss arising out of any investment or
other act or omission, in the performance of your duties under this Agreement or
for any loss or damage resulting from the imposition by any government of
exchange control restrictions which might affect the liquidity of the assets of
GAM American Focus Long/Short Fund maintained with custodians or securities
depositories in foreign countries or from any political acts of any foreign
governments to which such assets might be exposed. The Fund will indemnify you
for any loss or damage, including reasonable attorneys' fees, incurred by you
arising out of any action seeking to enforce a liability excluded under this
section.
SECTION 6. Services to Other Clients and the Fund
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We understand that you may act as investment manager or in other capacities
on behalf of other investment companies and clients. While information and
recommendations you supply to GAM American Focus Long/Short Fund and investments
you make on behalf of GAM American Focus Long/Short Fund shall in your judgment
be appropriate under the circumstances in light of the investment objectives and
policies of GAM American Focus Long/Short Fund, it is understood and agreed that
they may be different from the information and recommendations you or your
affiliated persons supply to other clients. You and your affiliated persons
shall supply information, recommendations and any other services, and shall
allocate investment opportunities among GAM American Focus Long/Short Fund and
any other client in an impartial and fair manner in order to seek good results
for all clients involved, but you shall not be required to give preferential
treatment to any one client, including GAM American Focus Long/Short Fund, as
compared with the treatment given to any other client. As used herein, the term
"affiliated person" shall have the meaning assigned to it in the 1940 Act.
On occasions when you deem the purchase or sale of a security to be in the
best interest of GAM American Focus Long/Short Fund and/or other clients, you
may, to the extent permitted by applicable law, aggregate the securities to be
so sold or purchased in order to obtain the best execution or lower brokerage
commissions, if any. You may also on occasion purchase or sell a particular
security for one or more customers in different amounts. On either occasion, and
to the extent permitted by applicable law and regulations, allocation of the
securities so purchased or sold, as well as the expenses incurred in the
transaction, will be made by you in the manner you consider to be the most
equitable and consistent with your fiduciary obligations to GAM American Focus
Long/Short Fund and to such other clients.
SECTION 7. Reports and Information
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The Fund shall furnish to you solely for your use such prospectuses, proxy
statements, reports and other information relating to the business and affairs
of the Fund as you may, at any time or from time to time, reasonably require in
order to discharge your duties under this Agreement.
SECTION 8. Term of Agreement
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A. Interim Agreement
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This Agreement shall be effective as an interim agreement as described in
Rule 15a-4 under the 1940 Act commencing on the date hereof, and shall continue
in effect until the earlier of (i) 150 days after the date hereof, (ii)
termination of this Agreement for any reason by the Board of Directors of the
Fund upon notice to you, or (iii) approval of this Agreement by (1) the Board of
Directors of the Fund, including a majority of the directors of the Fund who are
not parties to this Agreement or interested persons (as defined in the 0000 Xxx)
of any such person, and (2) by vote of a majority of the outstanding shares of
GAM American Focus Long/Short Fund.
B. Term
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Upon approval of this Agreement as provided in clause A(iii)(2) of this
Section 8, this Agreement shall continue in effect for consecutive terms of one
year each ending on each anniversary of the date of such approval, subject to
approval annually by the Board of Directors of the Fund or by vote of a majority
of the outstanding shares of GAM American Focus Long/Short Fund and also, in
either event, by the vote, cast in person at a meeting called for the purpose of
voting on such approval, of a majority of the directors of the Fund who are not
parties to this Agreement or interested persons (as defined in the 0000 Xxx) of
any such person.
SECTION 9. Termination of Agreement; Assignment
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This Agreement may be terminated by either party hereto, without the
payment of any penalty, upon 60 days' prior notice in writing to the other
party; provided that, in the case of termination by the Fund, such action shall
have been authorized by resolution of a majority of the directors of the Fund in
office at the time or by vote of a majority of the outstanding shares of GAM
American Focus Long/Short Fund.
This Agreement shall automatically terminate in the event of its assignment
(as defined in the 1940 Act).
Termination of this Agreement for any reason shall not affect rights of the
parties that have accrued prior to such termination.
SECTION 10. Use of Name; Marketing
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You agree and acknowledge that you shall have no right, title or interest
in or to the names "Global Asset Management," "GAM," "GAM Funds, Inc." or "GAM
American Focus Long/Short Fund," and you shall not use any such name, or any
derivation thereof, without the prior written permission of the Fund. You
further agree and acknowledge that you shall not undertake any marketing
efforts, including, without limitation, the dissemination of promotional
materials or performance information, on behalf of or with respect to the Fund
or GAM American Focus Long/Short Fund without the prior written permission of
the Fund. The Co-Adviser shall, while this Agreement is in effect, have the
limited right to use the names "GAMCO," Gabelli Asset Management Company" and
"Gabelli" in connection with the GAM American Focus Long/Short Fund. The
Co-Adviser otherwise agrees and acknowledges that it shall have no right, title
or interest in or to the names "GAMCO," "Gabelli Asset Management Company," or
"Gabelli" and shall not use any such name, or any derivation thereof, without
the prior written permission of the Fund except to the extent previously granted
by written agreement.
SECTION 11. Applicable Provisions of Law
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This Agreement shall be subject to all applicable provisions of law,
including, without limitation, the applicable provisions of the 1940 Act, and to
the extent that any provisions herein contained conflict with any such
applicable provisions of law, the latter shall control.
If the above terms and conditions are acceptable to you, please so indicate
by signing and returning to us the enclosed copy of this letter, whereupon this
letter shall constitute a binding contract between us. Very truly yours,
GAM FUNDS, INC.
By: /s/ Xxxxx Xxxxxxxxxxx
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Authorized Signature
By: /s/ Xxxxxx X. Xxxxxxxx
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Authorized Signature
Accepted and Agreed:
GAMCO INVESTORS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Authorized Signature
