EXHIBIT (2)(g)(2)
INVESTMENT ADVISORY AGREEMENT
AGREEMENT dated as of March 6, 1990, between The Future Germany Fund,
Inc., a Maryland corporation ("Fund"), and DB Capital Management International
GmbH, a West German corporation ("CMI").
WHEREAS, the Fund is a non-diversified closed-end management company
registered under the Investment Company Act of 1940, as amended (the "Investment
Company Act");
WHEREAS, the Fund desires to retain CMI to render certain specified
investment advisory services to the Fund; and
WHEREAS, CMI is willing to render such services if and so long as a
certain Management Agreement, dated as of March 6, 1990, between the Fund and
Deutsche Bank Capital Corporation ("DBCC") is entered into and not terminated;
NOW, THEREFORE, the parties agree as follows:
1. Investment Adviser. CMI, in accordance with the Fund's stated
investment objectives, policies and limitations, will make recommendations with
respect to the Fund's investments and, upon instructions given by DBCC as to
suitable securities for investment by the Fund, will transmit purchase and sale
orders and select brokers and dealers to execute portfolio transactions on
behalf of the Fund.
2. Fees and Expenses.
2.1 The Fund will pay CMI an annual advisory fee hereunder of 0.35% of
the Fund's average weekly net assets up to U.S. $100 million and 0.25% of such
assets in
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excess of U.S. $100 million, computed by DBCC on the basis of net asset value at
the end of each week and payable at the end of each calendar month.
2.2 CMI shall bear all expenses of its employees and overhead incurred
by it in connection with its duties under this Agreement. The Fund will
indemnify CMI for all taxes (other than income taxes), duties, charges, fees and
expenses (including, without limitation, broker fees, dealer fees, clearing bank
fees and legal fees) CMI incurs in connection with the services provided under
this Agreement. The obligations contained in this clause shall survive the
termination of this Agreement.
2.3 Payments to CMI shall be made in U.S. Dollars to its account with
Deutsche Bank AG, New York branch.
3. Liability.
3.1 Neither CMI nor any of its officers, directors or employees shall
be liable for any error of judgment or for any loss suffered by the Fund in
connection with the matters to which this Agreement relates, except (i) that CMI
shall be under a fiduciary duty with respect to receipt of compensation for
services pursuant to Section 36 of the 1940 Act, and shall therefore be liable
for a loss resulting from a breach of such fiduciary duty (in which case any
award of damages shall be limited to the period and the amount set forth in
Section 36(b)(3) of the Investment Company Act), or (ii) a loss resulting from
willful misfeasance, bad faith or gross negligence on its or their part in the
performance of, or from reckless disregard by it or them of its or their
obligations and duties under, this Agreement.
3.2 CMI does not assume responsibility for the acts or omissions of any
other person.
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3.3 CMI shall not be liable for any losses caused by disturbances of
its operations by virtue of force majeure, riot, or damage caused by nature or
due to other events for which it is not responsible (e.g., strike, lock-out or
acts of domestic or foreign authorities).
4. Services Not Exclusive. It is understood that the services of CMI
are not deemed to be exclusive, and nothing in this Agreement shall prevent CMI
or any of its affiliates from providing similar services to other investment
companies and other clients (whether or not their investment objectives and
policies are similar to those of the Fund) or from engaging in other activities.
When other clients of CMI desire to purchase or sell a security at the same time
such security is purchased or sold for the Fund, such purchases and sales will,
to the extent feasible, be allocated among the Fund and such clients in a manner
believed by CMI to be equitable to such clients.
5. Notice. Any notice or other communication required to be given
pursuant to this Agreement shall be in writing or by telex and shall be
effective upon receipt. Notices and communications shall be given (1) to the
Fund at ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Secretary; and
(2) to CMI at ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1, Attention: Managing
Director, Investment Policy Committee.
6. Miscellaneous.
6.1 This Agreement is effective March 6, 1990, and shall continue in
effect until the earlier of March 5, 1992 or the first annual meeting of the
Fund's stockholders after the effective date of the Fund's Registration
Statement on Form N-2 filed with the Securities and Exchange Commission. If
approved at such meeting, and unless sooner terminated, this Agreement shall
continue in effect for successive periods of twelve
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months after such date, provided that each such continuance shall be approved as
required by the Investment Company Act. The annual approval of the continuance
of this Agreement shall be confirmed to CMI by the Fund in writing.
Notwithstanding the foregoing, this Agreement may be terminated by the Fund in
the manner prescribed by the Investment Company Act, without the payment of any
penalty, at any time upon not less than sixty days' prior written notice to CMI,
or by CMI upon not less than sixty days' written notice to the Fund.
This Agreement shall automatically terminate (i) in the event of its
assignment (as defined in the Investment Company Act) by either party, or (ii)
upon termination of the Management Agreement dated as of March 6, 1990, between
the Fund and DBCC.
6.2 This Agreement shall be construed in accordance with the laws of
the Federal Republic of Germany.
6.3 The captions in this Agreement are included for convenience only
and in no way define or limit any of the provisions hereof or otherwise affect
their construction or effect.
6.4 If any provisions of this Agreement shall be held or made invalid,
in whole or in part, the other provisions of this Agreement shall remain in
force. Invalid provisions shall, in accordance with the intent and purpose of
this Agreement, be replaced by such valid provisions which in their economic
effect come as close as legally possible to such invalid provisions.
6.5 Nothing herein shall be construed as constituting CMI an agent of
the Fund.
6.6 CMI shall be entitled to rely on any notice or other communication
believed by it to be genuine and correct and to have been sent to it by or on
behalf of the Fund.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
THE FUTURE GERMANY FUND, INC.
By:/s/ ▇. ▇▇▇▇▇▇
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Name: ▇. ▇▇▇▇▇▇
Title: VP, Secy, Treas.
DB CAPITAL MANAGEMENT
INTERNATIONAL GmbH
By:/s/ M. TINTILNOT
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Name:
Title: Managing Director