INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made and entered into as of the
4th day of May, 2018 by and between ABERDEEN
TOTAL DYNAMIC DIVIDEND FUND (the "Fund"), a
Delaware statutory trust, and ABERDEEN ASSET
MANAGERS LIMITED (the "Adviser"), a United
Kingdom corporation registered under the Investment
Advisers Act of 1940, as amended (the "Advisers Act").
W I T N E S S E T H:
WHEREAS, the Fund is registered with the Securities
and Exchange Commission (the "SEC") as an open-end
management investment company under the Investment
Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Fund desires to retain the Adviser to
furnish certain investment advisory services, as
described herein, with respect to the Fund; and
WHEREAS, the Adviser represents that it is willing and
possesses legal authority to render such services subject
to the terms and conditions set forth in this Agreement,
NOW, THEREFORE, the Fund and the Adviser do
mutually agree and promise as follows:
1. Appointment as Adviser. The Fund hereby appoints
the Adviser to act as investment adviser to the Fund
subject to the terms and conditions set forth in this
Agreement. The Adviser hereby accepts such
appointment and agrees to furnish the services
hereinafter described for the compensation provided for
in this Agreement.
2. Duties of Adviser.
(a) Investment Management Services.
(i) Subject to the supervision of the Fund's Board of
Trustees (and except as otherwise permitted under the
terms of any exemptive relief obtained by the Adviser
from the SEC, or by rule or regulation), the Adviser will
provide, or arrange for the provision of, a continuous
investment program and overall investment strategies for
the Fund, including investment research and
management with respect to all securities and
investments and cash equivalents in the Fund. The
Adviser will determine, or arrange for others to
determine, from time to time what securities and other
investments will be purchased, retained or sold by the
Fund and will implement, or arrange for others to
implement, such determinations through the placement,
in the name of the Fund, of orders for the execution of
portfolio transactions with or through such brokers or
dealers as may be so selected. The Adviser will provide,
or arrange for the provision of, the services under this
Agreement in accordance with the stated investment
policies and restrictions of the Fund as set forth in the
Fund's registration statement, as supplemented or
amended from time to time (collectively referred to
hereinafter as the "Prospectus") and subject to the
directions of the Fund's Board of Trustees. With respect
to foreign securities, at its own expense, the Adviser
may obtain statistical and other factual information and
advice regarding economic factors and trends from its
foreign affiliates, and may obtain investment services
from the investment advisory personnel of its affiliates
located throughout the world to the extent permitted
under interpretations of the federal securities laws.
(ii) Subject to the provisions of this Agreement and the
1940 Act and any exemptions thereto, the Adviser is
authorized to appoint one or more qualified subadvisers
(each a "Subadviser") to provide the Fund with certain
services required by this Agreement. Each Subadviser
shall have such investment discretion and shall make all
determinations with respect to the investment of the
Fund's assets as shall be assigned to that Subadviser by
the Adviser and the purchase and sale of portfolio
securities with respect to those assets and shall take such
steps as may be necessary to implement its decisions.
The Adviser shall not be responsible or liable for the
investment merits of any decision by a Subadviser to
purchase, hold, or sell a security for the Fund.
(iii) Subject to the supervision and direction of the
Trustees, the Adviser shall (i) have overall supervisory
responsibility for the general management and
investment of the Fund's assets; (ii) determine the
allocation of assets among the Subadvisers, if any; and
(iii) have full investment discretion to make all
determinations with respect to the investment of Fund
assets not otherwise assigned to a Subadviser.
(iv) The Adviser shall research and evaluate each
Subadviser, if any, including (i) performing initial due
diligence on prospective Subadvisers and monitoring
each Subadviser's ongoing performance; (ii)
communicating performance expectations and
evaluations to the Subadvisers; and (iii) recommending
to the Fund's Board of Trustees whether a Subadviser's
contract should be renewed, modified or terminated. The
Adviser shall also recommend changes or additions to
the Subadvisers and shall compensate the Subadvisers.
(v) The Adviser shall provide to the Fund's Board of
Trustees such periodic reports concerning the Fund's
business and investments as the Board of Trustees shall
reasonably request.
(b) Compliance with Applicable Laws and Governing
Documents. In the performance of its duties and
obligations under this Agreement, the Adviser shall act
in conformity with the Fund's Agreement and
Declaration of Trust, as from time to time amended
and/or restated, and By-Laws, as from time to time
amended and/or restated, and the Prospectus and with
the instructions and directions received from the
Trustees of the Fund and will conform to and comply
with the requirements of the 1940 Act, the Internal
Revenue Code of 1986, as amended (the "Code")
(including the requirements for qualification as a
regulated investment company) and all other applicable
federal and state laws and regulations.
The Adviser acknowledges and agrees that subject to the
supervision and directions of the Fund's Board of
Trustees, it shall be responsible for compliance with all
disclosure requirements under all applicable federal and
state laws and regulations relating to the Fund,
including, without limitation, the 1940 Act, and the rules
and regulations thereunder, except that the Adviser shall
not have liability in connection with information
furnished by a Subadviser, an independent Trustee,
independent Trustees' counsel or any other unaffiliated
third party to the Fund or to the Adviser.
(c) Consistent Standards. It is recognized that the
Adviser will perform various investment management
and administrative services for entities other than the
Fund; in connection with providing such services, the
Adviser agrees to exercise the same skill and care in
performing its services under this Agreement as the
Adviser exercises in performing similar services with
respect to the other fiduciary accounts for which the
Adviser has investment responsibilities.
(d) Brokerage. The Adviser is authorized, subject to the
supervision of the Fund's Board of Trustees, (1) to
establish and maintain accounts on behalf of the Fund
with, and to place orders for the purchase and sale of
assets not allocated to a Subadviser, with or through,
such persons, brokers or dealers ("brokers") as the
Adviser may select, and (2) to negotiate commissions to
be paid on such transactions. In the selection of such
brokers and the placing of such orders, the Adviser shall
seek to obtain for the Fund the most favorable price and
execution available, except to the extent the Adviser may
be permitted to pay higher brokerage commissions for
brokerage and research services, as provided below.
In using its reasonable efforts to obtain the most
favorable price and execution available, the Adviser,
bearing in mind the Fund's best interests at all times,
shall consider all factors it deems relevant, including
price, the size of the transaction, the nature of the market
for the security, the amount of the commission, if any,
the timing of the transaction, market prices and trends,
the reputation, experience and financial stability of the
broker involved, and the quality of service rendered by
the broker in other transactions. Subject to such policies
as the Trustees may determine, the Adviser shall not be
deemed to have acted unlawfully or to have breached
any duty created by this Agreement or otherwise solely
by reason of its having caused the Fund to pay a broker
that provides brokerage and research services (within the
meaning of Section 28(e) of the Securities Exchange Act
of 1934, as amended) to the Adviser an amount of
commission for effecting the Fund's investment
transaction in excess of the amount of commission that
another broker would have charged for effecting that
transaction, if, but only if, the Adviser determines in
good faith that such commission was reasonable in
relation to the value of the brokerage and research
services provided by such broker or dealer, viewed in
terms of either that particular transaction or the overall
responsibilities of the Adviser with respect to the
accounts as to which it exercises investment discretion.
It is recognized that the services provided by such
brokers may be useful to the Adviser in connection with
the Adviser's services to other clients. On occasions
when the Adviser deems the purchase or sale of a
security to be in the best interests of the Fund as well as
other clients of the Adviser, the Adviser, to the extent
permitted by applicable laws and regulations, may, but
shall be under no obligation to, aggregate the securities
to be sold or purchased in order to obtain the most
favorable price or lower brokerage commissions and
efficient execution. In such event, allocation of securities
so sold or purchased, as well as the expenses incurred in
the transaction, will be made by the Adviser in the
manner the Adviser considers to be the most equitable
and consistent with its fiduciary obligations to the Fund
and to such other clients.
(e) Securities Transactions. The Adviser will not
purchase securities or other instruments from or sell
securities or other instruments to the Fund; provided,
however, the Adviser may purchase securities or other
instruments from or sell securities or other instruments
to the Fund if such transaction is permissible under
applicable laws and regulations, including, without
limitation, the 1940 Act, the Advisers Act and the rules
and regulations promulgated thereunder or any
exemption therefrom.
The Adviser agrees to observe and comply with Rule
17j-1 under the 1940 Act and the Fund's Code of Ethics,
as the same may be amended from time to time.
(f) Books and Records. In accordance with the 1940 Act
and the rules and regulations promulgated thereunder,
the Adviser shall maintain separate books and detailed
records of all matters pertaining to the Fund (the "Fund's
Books and Records"), including, without limitation, a
daily ledger of such assets and liabilities relating thereto
and brokerage and other records of all securities
transactions. The Adviser acknowledges that the Fund's
Books and Records are property of the Fund. In addition,
the Fund's Books and Records shall be available to the
Fund at any time upon request and shall be available for
electronic transmission without delay to the Fund during
any day that the Fund is open for business.
(g) Voting of Proxies. The Fund grants the Adviser the
discretionary authority to exercise voting rights with
respect to the securities and other investments in the
Fund and authorizes the Adviser to delegate further such
discretionary authority to a Subadviser or a designee.
The Adviser, including without limitation its designee,
shall have the power to vote, either in person or by
proxy, all securities in which the Fund may be invested
from time to time, and shall not be required to seek or
take instructions from the Fund or take any action with
respect thereto. If the Adviser and Subadviser, if any,
have invested the Fund's assets in the same security, the
Adviser and such other entity will each have the power
to vote its pro rata share of the Fund's security.
The Adviser will establish, or will require a Subadviser
to whom the Adviser delegates proxy voting to establish,
a written procedure for proxy voting in compliance with
current applicable rules and regulations, including but
not limited to Rule 30b1-4 under the 1940 Act. The
Adviser will adopt procedures and establish a process, or
will require a Subadviser to whom the Adviser delegates
proxy voting to adopt procedures and establish a
process, for the timely distribution of the Adviser's and
Subadviser's voting record with respect to the Fund's
securities and other information within the possession or
control of the Adviser or Subadviser necessary for the
Fund to complete information required by any required
filings under Federal securities laws, including but not
limited to Form N-2 under the 1940 Act and the
Securities Act of 1933, as amended (the "Securities
Act"), Form N-PX under the 1940 Act, Form N-Q under
the 1940 Act, and Form N-CSR under the ▇▇▇▇▇▇▇▇-
▇▇▇▇▇ Act of 2002, as amended, respectively.
3. Expenses. During the term of this Agreement, the
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. The
Adviser shall, at its sole expense, employ or associate
itself with such persons as it believes to be fitted to assist
it in the execution of its duties under this Agreement.
The Adviser shall be responsible for the compensation of
the officers of the Fund and the Trustees of the Fund
who are "interested persons" (as defined in the ▇▇▇▇
▇▇▇) of the Adviser.
It is understood that the Fund will pay all of its own
expenses, including, without limitation, (1) all charges
and expenses of any custodian or depository appointed
by the Fund for the safekeeping of its cash, securities
and other assets; (2) all charges and expenses paid to any
administrator appointed by the Fund to provide
administrative or compliance services; (3) the charges
and expenses of any transfer agents and registrars
appointed by the Fund; (4) the charges and expenses of
independent certified public accountants and of general
ledger accounting and internal reporting services for the
Fund; (5) the charges and expenses of dividend and
capital gain distributions; (6) the compensation and
expenses of Trustees of the Fund who are not "interested
persons" of the Adviser; (7) brokerage commissions and
issue and transfer taxes chargeable to the Fund in
connection with securities transactions to which the
Fund is a party; (8) all taxes and fees payable by the
Fund to Federal, State or other governmental agencies;
(9) the cost of stock certificates representing shares of
the Fund; (10) all expenses of shareholders' and
Trustees' meetings and of preparing, printing and
distributing Prospectuses, reports and notices to
shareholders and regulatory authorities; (11) charges and
expenses of legal counsel for the Fund in connection
with legal matters relating to the Fund, including without
limitation, legal services rendered in connection with the
Fund's existence, financial structure and relations with
its shareholders, and legal counsel to the independent
Trustees; (12) insurance and bonding premiums; (13)
association membership dues; (14) bookkeeping and the
costs of calculating the net asset value of shares of the
Fund; (15) expenses relating to the issuance, registration
and qualification of the Fund's shares; (16) operational
and organizational expenses of the Fund; (17) payment
of portfolio pricing to a pricing agent, if any; (18)
litigation and indemnification expenses and other
extraordinary expenses not incurred in the ordinary
course of business, and (19) certain expenses as set forth
in the relevant subadvisory agreements.
4. Compensation.
In consideration of the Adviser performing its
obligations hereunder, the Fund will pay to the Adviser a
monthly fee computed at the annual rate of 1% of the
Fund's average daily Managed Assets. The Fund's
Managed Assets shall mean total assets of the Fund,
including any form of investment leverage, minus all
accrued expenses incurred in the normal course of
operations, but not excluding any liabilities or
obligations attributable to investment leverage obtained
through (i) indebtedness of any type (including, without
limitation, borrowing through a credit facility or the
issuance of debt securities), (ii) the issuance of preferred
stock or other similar preference securities,(iii) the
reinvestment of collateral received for securities loaned
in accordance with the Fund's investment objectives and
policies, and/or (iv) any other means.
5. Representations and Warranties of Adviser. The
Adviser represents and warrants to the Fund as follows:
(a) The Adviser is registered as an investment adviser
under the Advisers Act;
(b) The Adviser is a corporation duly organized, validly
existing and in good standing under the laws of the State
of Delaware with the power to own and possess its assets
and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the
Adviser of this Agreement are within the Adviser's
powers and have been duly authorized by all necessary
action on the part of its shareholders and/or directors,
and no action by or in respect of, or filing with, any
governmental body, agency or official is required on the
part of the Adviser for the execution, delivery and
performance by the Adviser of this Agreement, and the
execution, delivery and performance by the Adviser of
this Agreement do not contravene or constitute a default
under (i) any provision of applicable law, rule or
regulation; (ii) the Adviser's governing instruments; or
(iii) any agreement, judgment, injunction, order, decree
or other instrument binding upon the Adviser; and
(d) The Form ADV of the Adviser provided to the Fund
is a true and complete copy of the form, including that
part or parts of the Form ADV filed with the SEC, that
part or parts maintained in the records of the Adviser,
and/or that part or parts provided or offered to clients, in
each case as required under the Advisers Act and rules
thereunder, and the information contained in such Form
ADV is accurate and complete in all material respects
and does not omit to state any material fact necessary in
order to make the statements made, in light of the
circumstances under which they were made, not
misleading.
6. Survival of Representations and Warranties; Duty to
Update Information. All representations and warranties
made by the Adviser pursuant to Section 5 shall survive
for the duration of this Agreement and the parties hereto
shall promptly notify each other in writing upon
becoming aware that any of the foregoing
representations and warranties are no longer true.
7. Liability and Indemnification.
(a) Liability. In the absence of willful misfeasance, bad
faith or gross negligence on the part of the Adviser or a
reckless disregard of its duties hereunder, the Adviser
shall not be subject to any liability to the Fund, for any
act or omission in the case of, or connected with,
rendering services hereunder or for any losses that may
be sustained in the purchase, holding or sale of Fund
assets; provided, however, that nothing herein shall
relieve the Adviser from any of its obligations under
applicable law, including, without limitation, the federal
and state securities laws.
(b) Indemnification. The Adviser shall indemnify the
Fund and its officers and Trustees, for any liability and
expenses, including attorneys' fees, which may be
sustained as a result of the Adviser's willful
misfeasance, bad faith, gross negligence, reckless
disregard of its duties hereunder or violation of
applicable law, including, without limitation, the federal
and state securities laws.
8. Duration and Termination.
(a) Duration. Unless sooner terminated, this Agreement
shall continue for an initial period of no more than two
years, and thereafter shall continue automatically for
successive annual periods with respect to the Fund;
provided that such continuance is specifically approved
at least annually in the manner required by the ▇▇▇▇ ▇▇▇.
(b) Termination. Notwithstanding whatever may be
provided herein to the contrary, this Agreement may be
terminated at any time, without payment of any penalty
by vote of a majority of the Fund's Board of Trustees,
or, with respect to the Fund, by "vote of a majority of the
outstanding voting securities" (as defined in the ▇▇▇▇
▇▇▇) of the Fund, or by the Adviser, in each case, upon
not less than sixty (60) days' written notice to the other
party.
This Agreement shall not be assigned (as such term is
defined in the ▇▇▇▇ ▇▇▇) and shall terminate
automatically in the event of its assignment.
9. Services Not Exclusive. The services furnished by the
Adviser hereunder are not to be deemed exclusive, and
the Adviser shall be free to furnish similar services to
others so long as its services under this Agreement are
not impaired thereby. It is understood that the action
taken by the Adviser under this Agreement may differ
from the advice given or the timing or nature of action
taken with respect to other clients of the Adviser, and
that a transaction in a specific security may not be
accomplished for all clients of the Adviser at the same
time or at the same price.
10. Amendment. This Agreement may be amended by
mutual consent of the parties, provided that the terms of
each such amendment shall be in writing and approved
in the manner required by the 1940 Act.
11. Confidentiality. Subject to the duties of the Adviser
and the Fund to comply with applicable law, including
any demand of any regulatory or taxing authority having
jurisdiction, the parties hereto shall treat as confidential
all information pertaining to the Fund and the actions of
the Adviser and the Fund in respect thereof.
12. Jurisdiction. This Agreement shall be governed by
and construed to be in accordance with substantive laws
of the State of Delaware without reference to choice of
law principles thereof and in accordance with the 1940
Act. In the case of any conflict, the 1940 Act shall
control. Any legal suit, action or proceeding related to,
arising out of or concerning this Agreement shall be
brought only in the U.S. District Court for the District of
Delaware, or if such action may not be brought in that
court, then such action shall be brought in the Court of
Chancery of the State of Delaware (the "Chosen
Courts"). Each party consents to jurisdiction in the
Chosen Courts; (b) waives any objection to venue in
each Chosen Court and (c) waives any objection that
either Chosen Court is an inconvenient forum.
13. Counterparts. This Agreement may be executed in
one or more counterparts, each of which shall be deemed
an original, and all of which shall together constitute one
and the same instrument.
14. Certain Definitions. For the purposes of this
Agreement, "interested person," "affiliated person,"
"assignment" shall have their respective meanings as set
forth in the 1940 Act, subject, however, to such
exemptions as may be granted by the SEC.
15. Captions. The captions herein are included for
convenience of reference only and shall be ignored in the
construction or interpretation hereof.
16. Severability. If any provision of this Agreement shall
be held or made invalid by a court decision or applicable
law, the remainder of the Agreement shall not be
affected adversely and shall remain in full force and
effect.
17. No Third-Party Beneficiaries. This Agreement does
not, and is not intended to, create any third-party
beneficiary or otherwise confer any rights, privileges,
claims or remedies upon any person other than the
parties and their respective successors and permitted
assigns.
18. Force Majeure. Notwithstanding any other provision
of this Agreement, the Adviser shall not be liable for any
losses caused directly or indirectly, whether in whole or
in part, by circumstances beyond its reasonable control,
including, without limitation, government restrictions,
exchange or market rulings, suspensions of trading, acts
of civil or military authority, national emergencies, riots,
terrorism, war or such event of similar nature, labor
difficulties, non-performance by a third party not hired
or otherwise selected by it to provide services in
connection with this Agreement, natural disaster,
casualty, elements of nature, fires, earthquakes, floods,
or other catastrophes, acts of God, mechanical
breakdowns, or malfunctions, failure or disruption of
utilities, communications, computer or information
technology (including, without limitation, hardware or
software), internet, firewalls, encryptions systems,
security devices, or power supply; provided that the
Adviser shall maintain disaster recovery, business
continuity and cybersecurity procedures in effect
consistent with those of similar registered investment
advisers to mutual funds.
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Information Classification: Limited Access
Information Classification: Limited Access