INVESTMENT ADVISORY AGREEMENT
This
INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made by and between Artio
Global Equity Fund Inc., (the “Company”) a corporation organized under the laws
of the State of Maryland, and ARTIO GLOBAL MANAGEMENT LLC, a limited liability
company organized under the laws of the State of Delaware (the “Adviser”), as of
September 29, 2009.
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 month while this Agreement
is in effect a fee for the previous month computed daily at an annual rate of
0.90% of the Company’s average daily net assets.
(b) Upon
any termination of this Agreement before the end of a month, the fee for such
part of that month shall be prorated according to the proportion that such
period bears to the full monthly 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 one-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).
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10.
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Confidentiality
and Privacy Policy
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(a) The Adviser
will treat as confidential all records and other information (“Confidential
Information”) relative to the Funds and will not use such records and
information for any purpose other than performance of its responsibilities and
duties hereunder, except as required by applicable law, regulation or court
order or as directed by the Funds in writing. Upon termination of
this Agreement, the Adviser shall promptly, upon demand, return to the Funds all
Confidential Information within its control, except that the Adviser may retain
copies for its records. Each party shall safeguard
confidential information disclosed by the other using the same degree of care it
uses to safeguard its own confidential information and, in no event, less than a
reasonable degree of care. Each party’s obligation under this
paragraph shall survive following termination of this Agreement.
(b) The
Adviser acknowledges that nonpublic customer information (as defined in
Regulation S-P, including any amendments thereto) of customers of the Funds
received by the Adviser is subject to the limitations on redisclsoure and reuse
as set forth in such Regulations and the Funds’ privacy policy, and agrees such
information shall not be disclosed to any third party except in conformity with
the Funds’ privacy policy and Regulation S-P.
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11.
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Use
of Name
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The
Adviser hereby consents to the use by the Company of the Adviser’s name;
provided, however, that such consent shall be conditioned upon the employment of
the Adviser or one of its affiliates as the investment adviser of the
Company. The Adviser’s name or any variation thereof may be used from
time to time in other connections and for other purposes by the Adviser and its
affiliates and other investment companies that have obtained consent to the use
of the Adviser’s name. The Adviser shall have the right to require
the Company to cease using its name as part of the Company’s name if
the Company ceases, for any reason, to employ the Adviser or one of its
affiliates as the Company’s investment adviser. Future names adopted
by the Company for itself, insofar as such names include identifying words
requiring the consent of the Adviser, shall be the property of the Adviser and
shall be subject to the same terms and conditions. If the Adviser
requires the Company to change its name, the Adviser shall pay, or reimburse the
Company, for all expenses associated with such name change.
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12.
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Amendments
of the Agreement
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This
Agreement may be amended by a writing signed by both parties hereto, provided
that no amendment to this Agreement shall be effective until approved (i) by the
vote of a majority of those Directors of the Company who are not interested
persons of the Adviser or the Company cast in person at a meeting called for the
purpose of voting on such approval, and (ii) by vote of a majority of the
outstanding voting securities of the Company, except for any such amendment as
may be effected in the absence of such approval without violating the Investment
Company Act of 1940.
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13.
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Entire
Agreement
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This
Agreement constitutes the entire agreement between the parties
hereto.
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14.
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Governing
Law
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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 the date first written above.
By: /s/
Xxxx Whilesmith
Name: Xxxx
Whilesmith
Title: Secretary
By: /s/
Xxxx Xxxxxxxx
Name: Xxxx
Xxxxxxxx
Title: Treasurer
ARTIO
GLOBAL MANAGEMENT LLC
By: /s/
Xxxxxxx Xxxxxxxx
Name: Xxxxxxx
Xxxxxxxx
Title: Chief
Operating Officer
By: /s/
Xxxxxxx Xxxxx
Name: Xxxxxxx
Xxxxx
Title: Chief
Financial Officer
