INVESTMENT ADVISORY AGREEMENT
INVESTMENT
ADVISORY AGREEMENT made and executed the __ day of ____, 2010, by
and between GLG Investment Series Trust, a Delaware statutory trust (the
"Trust"), on behalf of GLG International Small
Cap Fund (the "Fund"), the sole initial series of the Trust, and GLG
Inc., a Delaware corporation (the "Adviser"):
WHEREAS,
the Trust proposes to engage in business as an investment company and is
registered under the Investment Company Act of 1940, as amended (the "1940 Act")
as an open-end, diversified management investment
company; and
WHEREAS,
the Adviser is registered as an investment adviser under the Investment Advisers
Act of 1940 (the "Advisers Act"), and proposes to engage in the business of
acting as an investment adviser; and
NOW,
THEREFORE, in consideration of the premises and the mutual covenants hereinafter
contained, the Trust and the Adviser agree as follows:
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1.
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The
Trust hereby retains the Adviser to act as investment adviser to the Fund
and, subject to the supervision of the Board of Trustees of the Trust (the
"Board"), to manage the investment activities of the Fund and to provide
certain other services to the Fund as hereinafter set
forth. Without limiting the generality of the foregoing, the
Adviser shall: obtain and evaluate such information and advice relating to
the economy, securities markets, and securities as it deems necessary or
useful to discharge its duties hereunder; continuously manage the assets
of the Fund in a manner consistent with the investment objective, policies
and restrictions of the Fund and applicable laws and regulations;
determine the securities to be purchased, sold or otherwise disposed of by
the Fund and the timing of such purchases, sales and dispositions; and
take such further action, including the placing of purchase and sale
orders and the voting of securities on behalf of the Fund, as the Adviser
shall deem necessary or
appropriate.
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2.
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The
Adviser shall assist in the selection of and the negotiation of agreements
with, and monitor the quality of services provided by, the Fund's
administrator, custodian, transfer agent, and other organizations that
provide services to the Fund (but the Fund shall pay the fees and expenses
of the administrator, custodian and transfer agent and such other
organizations and the Adviser shall not be responsible for the acts or
omissions of such service providers). The Adviser shall also
provide such additional management and administrative services as may
reasonably be required in connection with the business affairs and
operations of the Fund beyond those furnished by the Fund's
administrator.
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3.
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The
Adviser shall, at its own expense, maintain such staff and employ or
retain such personnel and consult with or utilize such other persons
(including employees of its affiliates) as may be necessary to render the
services required to be provided by the Adviser or furnished to the Fund
under this Agreement.
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4.
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Provided
that the Fund shall not be required to pay any compensation to the Adviser
for the services to be provided hereunder other than as provided by the
terms of this Agreement, the Adviser is authorized to: (i) obtain
investment information, research or assistance from any other person, firm
or corporation to supplement, update or otherwise assist the Adviser in
providing investment management services; (ii) utilize personnel of
affiliates of the Adviser in providing services hereunder; and (iii) enter
into investment sub-advisory agreements with any registered investment
adviser (a "Sub-Adviser"), subject to such approvals of the Board and
shareholders of the Fund ("Shareholders") as may be required to comply
with applicable provisions of the 1940 Act, delegating any or all of the
investment advisory services required to be provided by the Adviser under
Sections 1 and 2 hereof, subject to the supervision of the
Adviser.
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5.
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The
Fund will, from time to time, furnish or otherwise make available to the
Adviser such financial reports, proxy statements, policies and procedures
and other information relating to the business and affairs of the Fund as
the Adviser may reasonably require in order to discharge its duties and
obligations hereunder.
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6.
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Without
limiting the generality of Section 1 hereof, the Adviser and, if
applicable, a Sub-Adviser, shall be authorized to open, maintain and close
accounts, in the name and on behalf of the Fund or the Trust, with brokers
and dealers as it determines are appropriate; to select and place orders
with brokers, dealers or other financial intermediaries for the execution,
clearance or settlement of any transactions on behalf of the Fund on such
terms as the Adviser (or such Sub-Adviser) considers appropriate and that
are consistent with the policies of the Fund; and, subject to any policies
adopted by the Board and to the provisions of applicable law, to agree to
the payment of such commissions, fees and other charges by the Fund as it
shall deem reasonable in the circumstances taking into account all such
factors as it deems relevant (including the quality of research and other
services made available to it even if such services are not for the
exclusive benefit of the Fund and the cost of such services does not
represent the lowest cost available) and shall be under no obligation to
combine or arrange orders so as to obtain reduced charges unless otherwise
required under the federal securities laws. The Adviser may,
subject to such procedures as may be adopted by the Board, use affiliates
of the Adviser as brokers to effect the Fund's securities transactions and
the Fund may pay such commissions to such brokers in such amounts as are
permissible under applicable law.
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7.
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The
Adviser shall bear the cost of rendering the services to be performed or
furnished by it under this Agreement, and shall provide the Fund with such
office space, facilities, equipment, clerical help, and other personnel
and services as the Fund shall reasonably require in the conduct of its
business. The Adviser shall also bear the cost of telephone
service, heat, light, power and other utilities provided to the
Fund. The salaries of officers of the Trust, and the fees and
expenses of the Trustees of the Trust, who are also directors, officers or
employees of the Adviser, or who are officers or employees of any company
affiliated with the Adviser, shall be paid and borne by the Adviser or
such affiliated company.
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8.
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The
Fund assumes and shall pay or cause to be paid all expenses of the Fund
not expressly assumed by the Adviser under this Agreement, including
without limitation: any payments pursuant to any plan of distribution
adopted by the Fund; the fees, charges and expenses of any registrar,
custodian, accounting agent, administrator, stock transfer and dividend
disbursing agent; brokerage commissions; taxes; registration costs of the
Fund and its shares under federal and state securities laws; the costs and
expenses of engraving and printing stock certificates; the costs and
expenses of preparing, printing, including typesetting, and distributing
prospectuses and statements of additional information of the Fund and
supplements thereto to the Shareholders; all expenses of Shareholders' and
Trustees' meetings and of preparing, printing and mailing proxy statements
and reports to Shareholders; fees and travel expenses of Trustees and
members of any advisory board or committee who are not also officers,
directors or employees of the Adviser or who are not officers or employees
of any company affiliated with the Adviser; all expenses incident to any
dividend, withdrawal or redemption options; charges and expenses of any
outside service used for pricing of the Fund's shares; fees and expenses
of legal counsel to the Trust and its Trustees; fees and expenses of the
Trust's independent accountants; membership dues of industry associations;
interest payable on borrowings; postage; insurance premiums on property or
personnel (including officers and Trustees) of the Trust which inure to
its benefit; and extraordinary expenses (including but not limited to,
legal claims and liabilities and litigation costs and any indemnification
related thereto).
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9.
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As
full compensation for the services and facilities furnished to the Fund
and the expenses assumed by the Adviser under this Agreement, the Fund
shall pay to the Adviser a monthly fee equal to 0.092% (1.1% on an annual
basis) of the Fund's net assets (the "Advisory Fee"). This fee
shall be paid monthly, in arrears, promptly after the end of the
month. In the event this
Agreement is effective for only a portion of any calendar month, the
Advisory Fee payable for such month shall be pro rated based upon the
number of days during the month that this Agreement was
effective.
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10.
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The
Adviser will use its best efforts in the supervision and management of the
investment activities of the Fund and in providing services hereunder, but
in the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations hereunder, the Adviser, its members,
officers and employees and their respective affiliates, executors, heirs,
assigns, successors and other legal representatives and members, officers
and employees of affiliates of the Adviser (the "Affiliates") shall not be
liable to the Trust or the Fund for any error of judgment or any mistake
of law or for any act or omission by the Adviser or by any of the
Affiliates.
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11.
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(a)
The Fund shall indemnify the Adviser and its Affiliates (each, an
"Indemnified Person") against any and all costs, losses, claims, damages
or liabilities, joint or several, including, without limitation,
reasonable attorneys' fees and disbursements, resulting in any way from
the performance or non-performance of any Indemnified Person's duties with
respect to the Fund, except those resulting from the willful malfeasance,
bad faith or gross negligence of an Indemnified Person or the Indemnified
Person's reckless disregard of such duties, and in the case of criminal
proceedings, unless such Indemnified Person had reasonable cause to
believe its actions were unlawful (collectively, "disabling
conduct"). Indemnification shall be made
following: (i) a final decision on the merits by a court or
other body before which the proceeding was brought that the Indemnified
Person was not liable by reason of disabling conduct or (ii) a reasonable
determination, based upon a review of the facts and reached by (A) the
vote of a majority of the Board who are not parties to the proceeding or
(B) legal counsel selected by a vote of a majority of the Board in a
written advice, that the Indemnified Person is entitled to indemnification
hereunder. The Fund shall advance to an Indemnified Person (to
the extent that it has available assets and need not borrow to do so)
reasonable attorneys' fees and other costs and expenses incurred in
connection with defense of any action or proceeding arising out of such
performance or non-performance. The Adviser agrees, and each
other Indemnified Person will agree as a condition to any such advance,
that in the event the Indemnified Person receives any such advance, the
Indemnified Person shall reimburse the Fund for such fees, costs and
expenses to the extent that it shall be determined that the Indemnified
Person was not entitled to indemnification under this Section
11.
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(b) Notwithstanding
any of the foregoing to the contrary, the provisions of this Section 11 shall
not be construed so as to relieve the Indemnified Person of, or provide
indemnification with respect to, any liability (including liability under
Federal securities laws, which, under certain circumstances, impose liability
even on persons who act in good faith) to the extent (but only to the extent)
that such liability may not be waived, limited or modified under applicable law
or that such indemnification would be in violation of applicable law, but shall
be construed so as to effectuate the provisions of this Section 11 to the
fullest extent permitted by law.
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12.
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Nothing
contained in this Agreement shall prevent the Adviser or any affiliated
person of the Adviser from acting as investment adviser or investment
manager for any other person, firm, corporation or account nor in any way
bind or restrict the Adviser or any such affiliated person from buying,
selling or trading any securities or commodities for their own accounts or
for the account of others for whom they may be acting. 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 or her time and attention in part to the management or other
aspects of any other business whether of a similar or dissimilar
nature.
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13.
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The Trust
acknowledges and agrees, in accordance with the provisions of Article
VIII, Section 9 of the Trust's Declaration of Trust effective as of
November 10, 2009 (the "Declaration of Trust"), that the name "GLG," the
GLG logo and all rights to the use of such name or logo (or any
derivatives of such name or logo) as part of the name of the Trust and the
Fund or otherwise belong to GLG Partners Services Ltd. (“GLG
Partners”). The Adviser, with the authorization of GLG
Partners, hereby consents to the use by the Trust of such name and logo
and has granted to the Trust a non-exclusive license to use such name as
part of the name of the Trust and the name of the Fund or the name of any
other series of shares of the Trust. In the event an affiliate
of GLG Partners ceases to serve as the investment adviser of the Trust or
the Fund or any other series of shares of the Trust, this non-exclusive
license granted herein may be revoked in whole or in part by the Adviser
or by GLG Partners, and the Trust shall promptly cease using the name
“GLG” as part of its name and the name of the Fund or any other series of
shares of the Trust and cease use of the GLG logo, unless otherwise
consented to by GLG Partners or any successor to its interest in such
name.
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14.
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This
Agreement shall remain in effect for an initial term expiring two years
after the date of its execution, and shall continue in effect from year to
year thereafter provided such
continuance is approved at least annually by the vote of a majority of the
outstanding voting securities of the Fund, as defined by the 1940 Act and
the rules thereunder, or by the Board; provided that in either
event such continuance is also approved by a majority of the Trustees of
the Trust who are not parties to this Agreement or "interested persons"
(as defined by the 0000 Xxx) of any such party (the "Independent
Trustees"), by vote cast in person at a meeting called for the purpose of
voting on such approval; and provided, however,
that: (a) the Trust may at any time, without payment of any penalty,
terminate this Agreement upon sixty days' written notice to the Adviser,
either by majority vote of the Trustees of the Trust or by the vote of a
majority of the outstanding voting securities of the Trust (as defined by
the 1940 Act and the rules thereunder); (b) this Agreement shall
immediately terminate in the event of its assignment (to the extent
required by the 1940 Act and the rules thereunder) unless such automatic
termination shall be prevented by an exemptive order of the Securities and
Exchange Commission; and (c) the Adviser may terminate this Agreement
without payment of penalty on sixty days' written notice to the
Trust.
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15.
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Any
notice under this Agreement shall be given in writing and shall be deemed
to have been duly given when delivered by hand or facsimile or five days
after mailed by certified mail, post-paid, by return receipt requested to
the other party at the principal office of such
party.
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16.
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This
Agreement may be amended only by the written agreement of the
parties. Any amendment shall be required to be approved by the
Board and by a majority of the Independent Trustees in accordance with the
provisions of Section 15(c) of the 1940 Act and the rules
thereunder. Any amendment shall also be required to be approved
by a vote of Shareholders as, and to the extent, required by the 1940 Act
and the rules thereunder. This Agreement may be amended to make
it applicable to one or more additional investment portfolios of the Trust
which may hereafter be formed and such amendment need not be approved by
the vote of the holders of shares of the Fund or of any other unaffected
portfolio.
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17.
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This
Agreement shall be construed in accordance with the laws of the state of
Delaware and the applicable provisions of the 1940 Act. To the
extent the applicable law of the State of Delaware, or any of the
provisions herein, conflict with the applicable provisions of the 1940
Act, the latter shall control.
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18.
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The
Trust represents that this Agreement has been duly approved by the Board,
including a majority of the Independent Trustees, and by Shareholders in
accordance with the requirements of the 1940 Act and the rules
thereunder.
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19.
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The
Declaration of Trust states and notice is hereby given that this Agreement
is not executed on behalf of the Trustees of the Trust as individuals, and
that the obligations of the Trust under this Agreement are not binding
upon any of the Trustees, officers of the Trust or Shareholders
individually, but are binding only upon the assets and property of
the Trust.
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IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement
as of the day and year first written above.
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By:
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GLG
INC.
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By:
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