Exhibit EX-99.2g
Dated 2001-01-01
Amended and Restated as of January 23, 2002
GLOBAL ASSET MANAGEMENT (USA) INC.
-- and --
GAM INTERNATIONAL MANAGEMENT LIMITED
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INVESTMENT ADVISORY AGREEMENT
-- relating to the --
GAM AVALON FUNDS
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THIS AGREEMENT, made the 1st day of January 2001 and amended and restated the
23rd day of January, 2002.
BETWEEN:-
(1) GLOBAL ASSET MANAGEMENT (USA) INC, a company incorporated under the laws of
the State of Delaware, USA, whose principal office is at ▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇ (the "Advisor"); and
(2) GAM INTERNATIONAL MANAGEMENT LIMITED, a company incorporated under the laws
of England whose registered office is at ▇▇ ▇▇ ▇▇▇▇▇'▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ (▇▇▇ "Investment Consultant").
WHEREBY IT IS AGREED as follows:-
1. Definitions
1.1 In this Agreement the following words and expressions shall where not
inconsistent with the context have the following meanings respectively:-
"Advisor" means the Advisor of each Fund;
"applicable law" means all applicable laws and regulations for the time
being in force of the United States of America, any relevant State therein
and of any other country relevant to the services to be provided by the
Advisor;
"the 1940 Act" means the Investment Company Act of 1940, as amended;
"the Funds" mean the limited liability companies constituted as closed-end,
non-diversified management investment companies registered under the 1940
Act, listed in Appendix 1;
"LLC Agreement" refers to the Limited Liability Company Agreement of each
Fund, as amended from time to time;
"Private Placement Memorandum" refers to the Private Placement Memorandum
of the Funds, as amended from time to time;
"Registration Statement" refers to the Registration Statement of each Fund
filed with the Securities and Exchange Commission;
"IMRO" means Investment Management Regulatory Organisation Limited;
"Investment Guidelines" means the investment objectives and limitations
applicable to the Funds as stated in the Funds' Registration Statement and
any additional investment guidelines and limitations as may at any time be
communicated in writing by the Advisor to the Investment Consultant.
1.2 Unless the context otherwise requires, terms defined in the Funds'
Registration Statement and not otherwise defined herein shall bear the same
meanings herein.
1.3 References to statutory provisions or regulations made hereunder shall
include those provisions or regulations as amended, extended, consolidated,
substituted or re-enacted from time to time.
1.4 The headings to each Clause are inserted for convenience only and shall not
affect the construction of this Agreement.
2. REGULATORY STATUS
2.1 The Advisor is engaged generally in the business of providing investment
management services in the United States, and is appropriately registered
and licensed in all U.S. jurisdictions where its present activities require
such registration or licensing.
2.2 The Funds are closed-end, non-diversified management investment companies,
registered under the 1940 Act.
2.3 The Investment Consultant is a member of IMRO and as such is regulated by
IMRO in carrying out its investment business; it is also registered under
the Investment Advisers Act of 1940, as amended.
3. APPOINTMENT OF INVESTMENT CONSULTANT
The Investment Consultant hereby agrees to act as sub-adviser to the
Advisor in relation to the Funds and to give such investment advice to the
Advisor with respect to the Funds as the Advisor may from time to time
request. In addition, the Advisor may from time to time appoint the
Investment Consultant to act as investment adviser to manage directly a
portion of the assets of a Fund. This Agreement will come into force after
due execution by the Advisor and the Investment Consultant upon the date
with which it is dated at page 1.
4. DUTIES OF THE INVESTMENT CONSULTANT
4.1 In connection with its obligations hereunder, the Investment Consultant
shall, without prejudice to the generality of the foregoing, at the request
of the Advisor provide the following services in respect of the Funds:-
(a) conduct and maintain a continuous review of each Fund's investment
portfolio;
(b) assist in the identification and evaluation of prospective Portfolio
Managers to manage assets for the Funds;
(c) monitor the performance of Portfolio Managers managing assets for the
Funds on an ongoing basis.
4.2 In addition, if instructed by the Advisor, the Investment Consultant shall
manage directly a portion of the assets of a Fund designated from time to
time by the Advisor, including purchasing, selling and otherwise dealing in
the assets of the Fund apportioned to the Investment Consultant by the
Advisor.
4.3 In all instances the Investment Consultant shall be guided by the
investment objectives, policies and restrictions of each Fund as set forth
in the Registration Statement filed by the Funds with the Securities and
Exchange Commission, as amended from time to time, and in accordance with
any other policies or limitations adopted by the Board of Directors of any
Fund and the provisions of the 1940 Act and the rules promulgated
thereunder. The Advisor shall supply the Investment Consultant with all
such relevant documents and agrees to notify the Investment Consultant of
any relevant changes in a Fund's investment objectives, policies and
restrictions.
5. SERVICES TO OTHER CLIENTS AND THE FUNDS
Nothing contained in this Agreement shall be deemed to prohibit the
Investment Consultant or any affiliated persons from acting, and being
separately compensated for acting, as investment manager or in other
capacities on behalf of other investment companies and customers. While
information and recommendations the Investment Consultant supplies to the
Funds and investments the Investment Consultant makes on behalf of the
Funds shall in the Investment Consultant's judgment be appropriate under
the circumstances in light of the investment objectives and policies of the
Funds, it is understood and agreed that they may be different from the
information and recommendations the Investment Consultant or affiliated
persons may supply to other clients. The Investment Consultant and
affiliated persons shall supply information, recommendations and any other
services, and shall allocate investment opportunities among each Fund and
any other client, in an impartial and fair manner in order to seek good
results for all clients involved, but the Investment Consultant shall not
be required to give preferential treatment to any Fund as compared with the
treatment given to any other client.
6. RESTRICTIONS AND REQUIREMENTS
In carrying out its duties hereunder the Investment Consultant shall comply
with any instructions of the Advisor. Such instructions may be given by
letter, electronic mail, telex or telephone provided the instructing party
undertakes to confirm telephone instructions by telex or in writing, such
confirmation to be given by any director or by any other person authorised
by a resolution of the directors of which a copy certified by any two such
directors shall have been supplied to the Investment Consultant.
7. TERM OF AGREEMENT
This Agreement shall be effective as of the date hereof. This Agreement
shall continue in effect from year to year with respect to each Fund,
subject to approval annually by the Directors of each Fund or by vote of a
majority of the outstanding shares of such Fund (as defined in the ▇▇▇▇
▇▇▇) 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 that Fund who are not parties to this Agreement or interested
persons (as defined in the ▇▇▇▇ ▇▇▇) of any such person.
8. FEES
The Advisor shall in respect of each Fund pay to the Investment Consultant
by way of remuneration for its services hereunder a fee in such amount as
shall be agreed from time to time by the Advisor and Investment Consultant.
Fees payable to the Investment Consultant hereunder will not supplement,
nor will they be abated by, any other remuneration payable in connection
with transactions effected by the Investment Consultant with or for the
Advisor under any other agreement with the Advisor.
9. EXPENSES
The Investment Consultant will pay all of its own costs and expenses,
including those for furnishing such office space, office equipment, office
personnel and office services as it may require in the performance of its
duties under this Agreement.
The Funds shall bear all expenses of their organization, operations and
business not expressly assumed or agreed to be paid by the Investment
Consultant under this Agreement. In particular, but without limiting the
generality of the foregoing, the Funds shall pay all interest, taxes,
governmental charges or duties, fees, brokerage and commissions of every
kind arising hereunder or in connection herewith, advisory and management
fees due to Portfolio Managers, subscription and redemption changes imposed
by Portfolio Funds, all charges of custodians, transfer agents,
administrators, registrars, independent auditors and legal counsel,
expenses of preparing, printing and distributing all private placement
memoranda, proxy materials, reports and notices to Members, fees and
out-of-pocket expenses of directors, and all other costs related to the
Funds' operations.
10. LIMITATION OF LIABILITY
The Investment Consultant hereby agrees to use its best efforts and
judgement and due care in performing its duties and obligations hereunder
provided that it shall not, in the absence of negligence, default or breach
of good faith on its part or on the part of its directors, officers,
servants or agents, be liable for any act or omission in the course of or
in connection with the services rendered by it hereunder or for any decline
in the value of the assets of the Funds or any loss whatsoever that may
result from the performance of its duties hereunder.
11. RESIGNATION AND TERMINATION
This Agreement may be terminated with respect to each Fund by any 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 a
Fund, such action shall have been authorized by resolution of a majority of
the directors of such Fund in office at the time or by vote of a majority
of the outstanding shares of such series of the Fund (as defined by the
1940 Act).
This Agreement shall automatically terminate in the event of its assignment
(as defined in the 1940 Act). This Agreement shall terminate automatically
with respect to any Fund if the Advisor ceases to be Advisor of that Fund
or ceases to provide investment advisory services to that Fund.
This Agreement may not be assigned by the Investment Consultant or
sub-contracted or Investment Consultant in whole or in part without the
prior written consent of the Advisor.
Termination of this Agreement for any reason shall not affect rights of the
parties that have accrued prior thereto.
12. CONFLICT OF INTEREST
(a) The services of the Investment Consultant hereunder are not to be
deemed exclusive and the Investment Consultant shall be free to render
similar services to others so long as its services hereunder are not
impaired thereby and to retain for its own use and benefit all fees or
other money payable thereby.
(b) The Investment Consultant will not deal with the Funds as beneficial
owner on the sale or purchase of any investments to or from the Funds
or otherwise deal as principal with any Fund except on a basis
approved by the Advisor in writing.
PROVIDED THAT:-
the Investment Consultant may buy, hold and deal in any investment upon its
individual account notwithstanding that similar investments may be held by
the Funds.
13. CONFIDENTIALITY
(a) Neither of the parties hereto shall, unless compelled to do so by any
court of competent jurisdiction or rules of any regulatory authority
applicable to that party either before or after the termination of
this Agreement, disclose to any person not authorised by the relevant
party to receive the same any confidential information relating to
such party or to the affairs of such party of which the party
disclosing the same shall have become possessed during the period of
this Agreement and each party shall use its best endeavours to prevent
any such disclosure as aforesaid.
(b) Neither of the parties hereto shall do or commit any act, matter or
thing which would or might prejudice or bring into disrepute in any
manner the business or reputation of either of the parties or any
director of any such party.
14. AMENDMENTS
No provision of this Agreement may be changed, waived, discharged or
discontinued except in writing signed by the parties hereto.
15. ADVICE AND NOTICES
(a) Any recommendation or advice given or transactions executed by the
Investment Consultant hereunder shall be reported either by pre-paid
airmail, electronic mail, telex, telephone (confirmed by pre-paid
airmail) or by facsimile, to such place as the Advisor shall from time
to time require.
(b) Any notice given hereunder shall be in writing and sent by pre-paid
first class or airmail post as appropriate, or sent by facsimile or
electronic mail or telex or by delivering the same by hand; such
notice shall be addressed, despatched or delivered (as the case may
be) to the registered office or principal place of business for the
time being of the party to whom it is addressed. Notices shall be
deemed to have been given contemporaneously in the case of telex or
facsimile. Notices given by pre-paid post shall be deemed to have been
given seven days after posting. Evidence that the notice was properly
addressed, stamped and put in the post shall be conclusive evidence of
posting.
16. APPLICABLE LAW
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.
IN WITNESS whereof, the parties hereto have caused this Agreement to be signed
as of the day and year written above as the date of amendment and restatement.
SIGNED by ) By: Global Asset Management (USA) Inc.
for and on behalf of ) By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Global Asset Management (USA) Inc ) Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
(a Delaware Company) ) Title: Chief Operating Officer
in the presence of: )
SIGNED by )
for and on behalf of ) By:GAM International Management Limited
GAM International Management Limited ) By:/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
(an English Company) ) Name: ▇▇▇▇▇▇ ▇▇▇▇▇
in the presence of:- ) Title: Director
APPENDIX 1
The Investment Consultant has been requested to provide advice on a proportion
of the following Limited Liability Companies:
GAM AVALON MULTI-GLOBAL, LLC
GAM AVALON MULTI-U.S., LLC
GAM AVALON MULTI-EUROPE, LLC
GAM AVALON MULTI-TECHNOLOGY, LLC
GAM AVALON MULTI-MARKET NEUTRAL, LLC
This list may be increased, reduced or amended as agreed in writing by the
Advisor and the Investment Consultant.