EXHIBIT A
U.S. ADVISORY AGREEMENT
AGREEMENT made as of May 29, 1997 between Clemente
Capital, Inc., a New York corporation (the "Adviser"), Clemente
Global Growth Fund, Inc., a Maryland corporation (the "Fund") and
Wilmington Trust Company, a Delaware corporation (the "U.S.
Adviser").
WHEREAS, the Fund is registered as a closed-end,
management investment company under the Investment Company Act of
1940, as amended (the "1940 Act");
WHEREAS, the Adviser has been appointed investment
adviser to the Fund, pursuant to an Investment Advisory Agreement
dated June 19, 1987, which has been approved by the Fund's
shareholders and by the Fund's Board of Directors, most recently on
April 24, 1996 (the "Advisory Agreement");
WHEREAS, the Adviser and the Fund desire to retain the
U.S. Adviser to assist in the provision of a continuous investment
program for the U.S. portion of the Fund's portfolio (the "U.S.
Portfolio") and the U.S. Adviser is willing to do so; and
WHEREAS, the Board of Directors of the Fund has approved
this Agreement, subject to approval by the shareholders of the
Fund, and the U.S. Adviser is willing to furnish such services upon
the terms and conditions herein set forth;
NOW, THEREFORE, in consideration of the premises and
mutual covenants herein contained, it is agreed between the parties
hereto as follows:
1. Appointment. The Adviser and the Fund hereby
appoint the U.S. Adviser to act as adviser to the Fund with respect
to the U.S. Portfolio. Intending to be legally bound, the U.S.
Adviser accepts such appointment and agrees to render the services
herein set forth for the compensation herein provided.
2. Advisory Services. Subject to the supervision of
the Fund's Board of Directors, the U.S. Adviser will assist the
Adviser by providing a continuous investment program for the U.S.
Portfolio, including investment research and management with
respect to all securities and investments and cash equivalents
comprising the U.S. Portfolio. The parties agree that securities
of any company whose primary trading market is located in the
United States are eligible for inclusion in the U.S. Portfolio.
The U.S. Adviser will provide services under this Agreement in
accordance with the Fund's investment objective, policies and
restrictions as stated in the Fund's Prospectus and resolutions of
the Fund's Board of Directors applicable to the Fund.
Without limiting the generality of the foregoing, the
U.S. Adviser further agrees that it:
(a) will determine from time to time what
securities and other investments will be purchased, retained or
sold for the U.S. Portfolio;
(b) will manage in consultation with the Adviser
the U.S. Portfolio's temporary investments in securities, cash and
cash equivalents;
(c) will place orders pursuant to its investment
determinations for the U.S. Portfolio either directly with the
issuer or with any broker or dealer;
(d) will consult with the Adviser on a continuous
basis as to the portion of the Fund's total assets which shall be
invested in the U.S. Portfolio;
(e) will attend regular business and
investment-related meetings with the Fund's Board of Directors and
the Adviser if requested to do so by the Fund and/or the Adviser;
and
(f) will maintain books and records with respect
to the securities transactions for the U.S. Portfolio, furnish to
the Adviser and the Fund's Board of Directors such periodic and
special reports as they may request with respect to the U.S.
Portfolio, and provide in advance to the Adviser all reports to the
Board of Directors for examination and review within a reasonable
time prior to the Fund's Board meetings.
3. Covenants by the U.S. Adviser. The U.S. Adviser
agrees with respect to the services provided to the Fund that it:
(a) will conform with all Rules and Regulations of
the Securities and Exchange Commission;
(b) will telecopy trade information to the Adviser
no later than the first business day following the day of the trade
and cause broker confirmations to be sent directly to the Adviser
and adopt such other trade reporting, settlement and clearance
procedures with respect to the Fund as shall be in accordance with
the Fund's existing procedures and as mutually agreed by the
parties hereto; and
(c) will treat confidentially and as proprietary
information of the Fund all records and other information relative
to the Fund and prior, present or potential shareholders, and will
not use such records and information for any purpose other than
performance of its responsibilities and duties hereunder (except
after prior notification to and approval in writing by the Fund,
which approval shall not be unreasonably withheld, and may not be
withheld and will be deemed granted where the U.S. Adviser may be
exposed to civil or criminal contempt proceedings for failure to
comply, when requested to divulge such information by duly
constituted authorities, or when so requested by the Fund).
4. Services Not Exclusive. The services furnished by
the U.S. Adviser hereunder are deemed not to be exclusive, and
nothing in this Agreement shall (i) prevent the U.S. Adviser or any
affiliated person (as defined in the 0000 Xxx) of the U.S. Adviser
or any affiliated person of such person from acting as investment
adviser or manager for any other person or persons, including other
management investment companies or investment vehicles or accounts
of any type with investment objectives and policies the same as or
similar to those of the Fund or (ii) limit or restrict the U.S.
Adviser or any such affiliated person from buying, selling or
trading any securities or other investments (including any
securities or other investments which the Fund is eligible to buy)
for its or their own accounts or for the accounts of others for
whom it or they may be acting; provided, however, that the U.S.
Adviser agrees that it will not undertake any activities which, in
its reasonable judgment, will adversely affect the performance of
its obligations under this Agreement.
5. U.S. Portfolio Transactions. Investment decisions
for the U.S. Portfolio shall be made by the U.S. Adviser
independently from those for any other investment companies and
accounts advised or managed by the U.S. Adviser. The U.S.
Portfolio and such investment companies and accounts may, however,
invest in the same securities. When a purchase or sale of the same
security is made at substantially the same time on behalf of the
U.S. Portfolio and/or another investment company or account, the
transaction will be averaged as to price, and available investments
allocated as to amount, in a manner which the U.S. Adviser believes
to be equitable to the Fund and such other investment company or
account. In some instances, this investment procedure may
adversely affect the price paid or received by the Fund or the size
of the position obtained or sold by the Fund. To the extent
permitted by law, the U.S. Adviser may aggregate the securities to
be sold or purchased for the U.S. Portfolio with those to be sold
or purchased for other investment companies or accounts in order to
obtain best execution.
Either the Adviser, or at the U.S. Adviser's option, the
U.S. Adviser shall place orders for the purchase and sale of
portfolio securities for the U.S. Portfolio and will solicit
broker-dealers to execute transactions in accordance with the
Fund's policies and restrictions regarding brokerage allocations.
If applicable, the U.S. Adviser shall place orders pursuant to its
investment determinations for the U.S. Portfolio either directly
with the issuer or with any broker or dealer. If it executes
portfolio transactions and selects brokers or dealers, the U.S.
Adviser shall use its reasonable best efforts to seek the most
favorable execution of orders, after taking into account all
factors the U.S. Adviser deems relevant, including the 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 the commission, if any, both for
the specific transaction and on a continuing basis. Consistent
with this obligation, the U.S. Adviser may, to the extent permitted
by law, purchase and sell portfolio securities to and from brokers
and dealers who provide brokerage and/or research services (within
the meaning of Section 28(e) of the Securities Exchange Act of
1934) to or for the benefit of the U.S. Portfolio of the Fund
and/or other accounts over which the U.S. Adviser or any of its
affiliates exercises investment discretion. The U.S. Adviser is
authorized to pay to a broker or dealer who provides such brokerage
and/or research services a commission for executing a portfolio
transaction for the Fund which is in excess of the amount of
commission another broker or dealer would have charged for
effecting that transaction if the U.S. Adviser determines in good
faith that such commission was reasonable in relation to the value
of the brokerage and/or research services provided by such broker
or dealer, viewed in terms of either that particular transaction or
the U.S. Adviser's overall responsibilities to the Fund. In no
instance will portfolio securities be purchased from or sold to the
Adviser or the U.S. Adviser or any affiliated person of either
thereof, except as permitted by Rules and Regulations of the
Securities and Exchange Commission.
6. Books and Records. In compliance with the
requirements of Rule 31a-3 under the 1940 Act, the U.S. Adviser
hereby agrees that all records which it maintains for the Fund are
the property of the Fund and further agrees to surrender promptly
to the Fund any of such records upon the Fund's request. The U.S.
Adviser further agrees to preserve for the periods prescribed by
Rule 31a-2 under the 1940 Act the records required to be maintained
by Rule 31a-1 under the 1940 Act.
7. Expenses. During the term of this Agreement, the
U.S. Adviser will pay all expenses incurred by it in connection
with its activities under this Agreement other than the cost of
securities, commodities and other investments (including brokerage
commissions and other transaction charges, if any) purchased for
the Fund. Nothing herein, however, shall be deemed to require the
U.S. Adviser to pay any expenses of the Fund or the Adviser.
8. Compensation. For the services provided and the
expenses assumed with respect to the U.S. Portfolio pursuant to
this Agreement, the U.S. Adviser will be entitled to a fee,
computed monthly, from the Adviser equal to 25% of the fees
received by the Adviser from the Fund pursuant to the Advisory
Agreement.
9. Standard of Care; Limitation of Liability. The U.S.
Adviser shall exercise due care and diligence and use the same
skill and care in providing its services hereunder as it uses in
providing services to other investment companies, accounts and
customers, but shall not be liable for any action taken or omitted
by the U.S. Adviser in the absence of bad faith, willful
misconduct, gross negligence or reckless disregard of its duties.
10. Reference to the U.S. Adviser. Neither the Adviser
nor any affiliate or agent of it shall make reference to or use the
name of the U.S. Adviser or any of its affiliates, or any of their
clients, except references concerning the identity of and services
provided by the U.S. Adviser to the Fund, which references shall
not differ in substance from those included in the most recent
proxy statement or annual report of the Fund, or the Fund's current
registration statement, this Agreement and the Advisory Agreement
between the Adviser and the Fund, in any advertising or promotional
materials without the prior approval of the U.S. Adviser, which
approval shall not be unreasonably withheld or delayed. The
Adviser hereby agrees to make all reasonable efforts to cause the
Fund and any affiliate thereof to satisfy the foregoing obligation.
11. Duration and Termination. Unless sooner terminated,
this Agreement shall continue until May 29, 1999, and thereafter
shall continue automatically for successive annual periods,
provided such continuance is specifically approved at least
annually by the Fund's Board of Directors or the vote of a
"majority of the outstanding voting securities of the Fund,"
defined as the lesser of (a) 67% of the shares of the Fund
represented at a meeting if holders of more than 50% of the
outstanding shares of the Fund are present in person or by proxy or
(b) more than 50% of the outstanding shares of the Fund, provided
that in either event its continuance also is approved by a majority
of the Fund's Directors who are not "interested persons" (as
defined in the 0000 Xxx) 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 at any time without
penalty, on 60 days' notice, by the Fund's Board of Directors, by
the Adviser or by the U.S. Adviser or by vote of a majority of the
outstanding voting securities of the Fund. This Agreement will
terminate automatically in the event of its assignment (as defined
in the 1940 Act).
12. Amendment of this Agreement. No provision of this
Agreement may be changed, waived, discharged or terminated orally,
but only by an instrument in writing signed by the party against
which enforcement of the change, waiver, discharge or termination
is sought, and no amendment of this Agreement shall be effective
until approved by the vote of the holders of a majority of the
outstanding voting securities of the Fund and by the Board of
Directors of the Fund, including a majority of the Directors who
are not interested persons of the Adviser or the U.S. Adviser, cast
in person at a meeting called for the purpose of voting on such
approval.
13. Notice. Any notice, advice or report to be given
pursuant to this Agreement shall be delivered or mailed:
To the U.S. Adviser at:
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxxx
To the Adviser at:
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
To the Fund at:
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
with a copy to:
Xxxxxxx X. Xxxxxxx
Fulbright & Xxxxxxxx L.L.P.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
14. Miscellaneous. The captions in this Agreement are
included for convenience of reference only and in no way define or
delimit any of the provisions hereof or otherwise affect their
construction or effect. If any provision of this Agreement shall
be held or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected
thereby.
This Agreement constitutes the entire agreement of the
parties, shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and shall be
governed by New York law.
15. Counterparts. This Agreement may be executed in two
or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below as of
the day and year first above written.
CLEMENTE GLOBAL GROWTH
FUND, INC.
By:
Name:
Title:
CLEMENTE CAPITAL, INC.
By:
Name:
Title:
WILMINGTON TRUST COMPANY
By:
Name:
Title:
