Exhibit g
Dated 2000-10-25
GLOBAL ASSET MANAGEMENT (USA) INC.
-- and --
GAM INTERNATIONAL MANAGEMENT LIMITED
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INVESTMENT ADVISORY AGREEMENT
-- relating to the --
GAM AVALON LIMITED PARTNERSHIPS
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THIS AGREEMENT is made the 25th day of October 2000
BETWEEN:-
(1) GLOBAL ASSET MANAGEMENT (USA) INC, a company incorporated under the laws of
the State of Delaware, USA, whose principal office is at 135 East 57th
Street, New York, NY 10022, USA (the "General Partner"); and
(2) GAM INTERNATIONAL MANAGEMENT LIMITED, a company incorporated under the laws
of England whose registered office is at 12 St James's Place, London SW1A
1NX (the "Investment Adviser").
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:-
"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
General Partner;
"General Partner" means the General Partner of each Fund;
"the 1940 Act" means the Investment Company Act of 1940, as amended;
"the Funds" mean the limited partnerships constituted as closed-end,
non-diversified management investment companies registered under the 1940
Act, listed in Appendix 1;
"LP Agreements" refers to the Limited Partnership 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;
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"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 General Partner to the Investment Adviser.
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 General Partner 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 Adviser 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 ADVISER
The Investment Adviser hereby agrees to act as sub-adviser to the General
Partner in relation to the Funds and to give such investment advice to the
General Partner with respect to the Funds as the General Partner may from
time to time request. In addition, the General Partner may from time to
time appoint the Investment Adviser 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 General Partner and the Investment Adviser
upon the date with which it is dated at page 1.
4. DUTIES OF THE INVESTMENT ADVISER
4.1 In connection with its obligations hereunder, the Investment Adviser shall,
without prejudice to the generality of the foregoing, at the request of the
General Partner 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 General Partner, the Investment Adviser
shall manage directly a portion of the assets of a Fund designated from
time to time by the General Partner, including purchasing, selling and
otherwise dealing in the assets of the Fund apportioned to the Investment
Adviser by the General Partner.
4.2 In all instances the Investment Adviser 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
General Partner shall supply the Investment Adviser with all such relevant
documents and agrees to notify the Investment Adviser of any relevant
changes in a Fund's investment objectives, policies and restrictions.
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5. SERVICES TO OTHER CLIENTS AND THE FUNDS
Nothing contained in this Agreement shall be deemed to prohibit the
Investment Adviser 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 Adviser supplies to the
Funds and investments the Investment Adviser makes on behalf of the Funds
shall in the Investment Adviser's judgement 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 Adviser or affiliated
persons may supply to other clients. The Investment Adviser 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 Adviser 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 Adviser shall comply
with any instructions of the General Partner. 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
Adviser.
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 1940
Act) 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 1940 Act) of any such person.
8. FEES
The General Partner shall in respect of each Fund pay to the Investment
Adviser by way of remuneration for its services hereunder a fee in such
amount as shall be agreed from time to time by the General Partner and
Investment Adviser.
Fees payable to the Investment Adviser hereunder will not supplement, nor
will they be abated by, any other remuneration payable in connection with
transactions effected by the Investment Adviser with or for the General
Partner under any other agreement with the General Partner.
9. EXPENSES
The Investment Adviser 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
Adviser 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 Partners, fees and
out-of-pocket expenses of directors, and all other costs related to the
Funds' operations.
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10. LIMITATION OF LIABILITY
The Investment Adviser 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 General Partner ceases to be General
Partner of that Fund or ceases to provide investment advisory services to
that Fund.
This Agreement may not be assigned by the Investment Adviser or
sub-contracted or Investment Adviser in whole or in part without the prior
written consent of the General Partner.
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 Adviser hereunder are not to be deemed
exclusive and the Investment Adviser 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 Adviser 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 General Partner in writing.
PROVIDED THAT:-
the Investment Adviser 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 Adviser 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 General Partner shall
from time to time require.
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(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 first above written.
SIGNED by )Global Asset Management (USA) Inc.
for and on behalf of ) By: /s/ Kevin J. Blanchfield
Global Asset Management (USA) Inc ) Name: Kevin J. Blanchfield
(a Delaware Company ) Title: Chief Operating Officer
in the presence of: )
SIGNED by )
for and on behalf of )GAM International Management Limited
GAM International Management Limited )By: /s/ Andrew Wills
(an English Company) )Name: Andrew Wills
in the presence of:- )Title: Director
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APPENDIX 1
The Investment Adviser has been requested to provide advice on a proportion of
the following Limited Partnerships:
GAM AVALON MULTI-TECHNOLOGY L.P.
GAM AVALON MULTI-GLOBAL L.P.
GAM AVALON MULTI-EUROPE L.P.
This list may be increased, reduced or amended as agreed in writing by the
General Partner and the Investment Adviser.
