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EXHIBIT(G)
THE GABELLI SERIES FUNDS, INC.
THE GABELLI CONVERTIBLE SECURITIES FUND
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Investment Advisory Contract
June 29, 1989
Gabelli Funds, Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
We herewith confirm our agreement with you as follows:
1. The Gabelli Series Funds, Inc., a Maryland corporation (the
"Corporation") proposes to engage in the business of investing and reinvesting
its assets in securities of the type and in accordance with the limitations
specified in its Articles of Incorporation, as amended, its By-laws and
Registration Statement filed with the Securities and Exchange Commission under
the Investment Company Act of 1940, as amended (the "1940 Act") and the
Securities Act of 1933, including any representations made in the Prospectus and
Statement of Additional Information contained therein, all in such manner and to
such extent as may from time to time be authorized by the Board of Directors of
the Corporation. Copies of the documents listed above are furnished herewith and
any amendments will, from time to time, be furnished to you.
2. The Corporation hereby employs you to manage, subject to the general
supervision of the Corporation's Board of Directors, the investment and
reinvestment of the assets of The Gabelli Convertible Securities Fund (the
"Fund") and, without limiting the generality of the foregoing, to provide the
management and related services specified below:
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(a) You will provide a continuous program for the investment
of the Fund's assets; provide investment research and make all decisions with
respect to the investment of the Fund's assets; make the day-to-day investment
decisions for the Fund; arrange the portfolio transactions for the Fund and
manage the Fund's investments in accordance with the stated policies of the Fund
subject to the general supervision of the Corporation's Board of Directors. In
all purchases, sales and other transactions relating to the investment
management of the Fund's assets you are authorized to exercise full discretion
and act for the Fund in the same manner and with the same force and effect as
the Fund itself as necessary or incidental to the furtherance or conduct of such
purchases, sales or other transactions. In making such purchases, sales and
other transactions, you will comply with the policies set from time to time by
the Corporation's Board of Directors; the limitations imposed by the
Corporation's Articles of Incorporation, as amended, its By-laws and the
Registration Statement; and the requirements of the 1940 Act and all applicable
laws.
(b) You will report to the Corporation's Board of Directors,
and shall prepare and furnish to the Fund such reports, statistical data and
other information in such form and at such intervals as the Fund may reasonably
request.
(c) Subject to the overall supervision and general control of
the Corporation's Board of Directors, you shall oversee the administration of
all aspects of the Fund's business and affairs and provide such services
required for effective administration of the Fund. In connection therewith, you
shall:
(i) provide the services of persons competent to
perform such supervisory, administrative and clerical functions as are necessary
to provide the Fund with effective administration, including (A) maintaining the
Fund's books and records, such as journals, ledger accounts and other records in
accordance with applicable laws and regulations, and overseeing the activities
of the Corporation's Custodian and Transfer Agent, (B) transmitting purchase and
redemption orders for Fund shares, (C) initiating all money transfers to the
Fund's Custodian and from the Fund's Custodian for the payment of the Fund's
expenses, investments, dividends and share
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redemptions, and (D) reconciling account information and balances among the
Fund's Custodian, Transfer Agent and you;
(ii) Oversee the performance of administrative and
professional services rendered to the Fund of the Corporation by others
including the Administrator, Custodian, Transfer Agent and Dividend Disbursing
Agent, as well as legal, accounting and auditing services;
(iii) Provide the Fund, as requested, office space
and facilities, utilities and office equipment as are adequate for the Fund's
needs;
(iv) Prepare, but not pay for, all reports by the
Corporation on behalf of the Fund, to its shareholders and all reports and
filings required to maintain the registration and qualification of the
Corporation's shares under federal and state law including periodic updating of
the Fund's registration statement, Prospectus and Statement of Additional
Information, including the printing of such documents for the purpose of filings
with the Securities and Exchange Commission;
(v) Supervise the calculation of the net asset value
of the Fund's shares; and
(vi) Prepare notices and agendas for meetings of the
Fund's shareholders and Board of Directors as well as minutes of such meetings
in all matters required by applicable law to be acted upon by the Board of
Directors.
(d) It is understood that you will from time to time employ or
associate with yourselves such persons as you believe to be particularly fitted
to assist you in the execution of your duties hereunder, the cost of performance
of such duties shall be borne and paid by you. No obligation may be incurred on
the Corporation's behalf in any such respect. During the continuance of this
agreement you will provide to the Fund persons satisfactory to the Corporation's
Board of Directors to serve as officers and employees of the Fund. Nothing
contained herein shall be construed to restrict the Corporation's right to hire
its own employees or to contract for services to be performed by third parties,
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including but not limited to, the calculation of the net asset value of the
Fund's shares.
3. It is further agreed that if, in any fiscal year (or portion
thereof that this agreement is in effect), the Fund's aggregate expenses
including fees paid pursuant to this agreement (but excluding interest, taxes,
brokerage commissions and extraordinary expenses) exceed the most restrictive
expense limitation imposed by the securities law of any state in which the
shares of the Fund are registered or qualified for sale, you will reimburse the
Fund for the amount of such excess. It is further agreed that, subject to the
foregoing, the Fund shall be responsible for the payment of all the Fund's other
expenses, including: (a) payment of the fees payable to you under paragraph 5
hereof; (b) organizational expenses; (c) brokerage fees and commissions; (d)
taxes; (e) interest charges on borrowings; (f) the costs of liability insurance
or fidelity bond coverage for the Fund's officers and employees, and directors'
and officers' errors and omissions insurance coverage; (g) legal, auditing and
accounting fees and expenses; (h) charges of the Fund's Custodian, Transfer
Agent and dividend disbursing agent; (i) the Fund's pro rata portion of dues,
fees and charges of any trade association of which the Corporation is a member;
(j) the expenses of printing, preparing and mailing proxies, stock certificates
and reports, including the Fund's prospectuses and statements of additional
information, and notices to shareholders; (k) filing fees for the registration
or qualification of the Fund and its shares under federal or state securities
laws; (l) the fees and expenses involved in registering and maintaining
registration of the Fund's shares with the Securities and Exchange Commission;
(m) the expenses of holding shareholder meetings; (n) the compensation,
including fees, or any of the Fund's unaffiliated directors, officers or
employees; (o) all expenses of computing the Fund's net asset value per share,
including any equipment or services obtained solely for the purpose of pricing
shares or valuing the Fund's investment portfolio; (p) expenses of personnel
performing shareholder servicing functions; and (q) litigation and other
extraordinary or non-recurring expenses and other expenses properly payable by
the Fund.
4. We shall expect of you, and you will give us the benefit of,
your best judgment and efforts in
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rendering these services to us, and we agree as an inducement to your
undertaking these services that you shall not be liable for any act or omission
by you or for error of judgment or mistake of law or for any loss suffered by
the Corporation in connection with any matter to which this Agreement relates;
provided, that nothing herein contained shall be construed (i) to protect you
against any liability to the Corporation or its shareholders to which you would
otherwise be subject by reason of willful misfeasance, bad faith, or gross
negligence in the performance of your duties, or by reason of the reckless
disregard of your obligations and duties under this Agreement, or (ii) to
protect any of your directors, officers or employees who are or were Directors
or officers of the Corporation against any liability to the Corporation or its
shareholders to which such person would otherwise by subject by reason of
willful malfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of such person's office with the Corporation.
5. In consideration of the foregoing, the Fund will pay you a
fee at the annual rate of 1.0% of the Fund's average daily net assets. This fee
shall be computed daily and shall be payable in arrears on the last day of each
calendar month for services performed hereunder during such month. Fund expenses
are accrued monthly and your fee will be reduced to the extent that Fund
expenses exceed the amount of the limitation set forth in paragraph 3 and, to
the extent such excess is greater than your monthly fee, the amount of such
excess will be reimbursed by you to the Fund.
6. It is agreed that you shall employ securities brokers which,
in your judgment, will implement the policy of the Fund to seek the best
execution of its portfolio transactions at reasonable expenses. For purposes of
this agreement, "best execution" shall mean prompt, efficient and reliable
execution at the most favorable price obtainable. Under such conditions as may
be specified by the Corporation's Board of Directors in the interest of its
shareholders and to ensure compliance with applicable law and regulations, you
may (a) place orders for the purchase or sale of the Fund's portfolio securities
with you affiliate, Gabelli & Company, Inc.; (b) pay commissions to brokers
other than your affiliate which are higher than might be charged by another
quali-
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fied broker to obtain brokerage and/or research services considered by you to be
useful or desirable in the performance of your duties hereunder and for the
investment management of other advisory accounts over which you or your
affiliates exercise investment discretion; and (c) consider sales by brokers
(other than your affiliated Distributor) of shares of the Fund and any other
mutual fund for which you or your affiliates act as investment adviser, as a
factor in your selection of brokers for Fund portfolio transactions.
7. It is understood and agreed that the word "Gabelli" is your
property for copyright and other purposes. The Fund further agrees that the word
"Gabelli" in its name is derived from the name of Xxxxx X. Xxxxxxx and such name
may freely be used by you for other investment companies, entities or products.
The Fund further agrees that, in the event that you shall cease to act as
investment adviser to the Fund, the Fund shall promptly take all necessary and
appropriate action to change its name to one which does not include the word
"Gabelli"; provided, however, that the Fund may continue to use such name if you
consent in writing to such use.
8. This agreement shall become effective on the date hereof
and shall remain in effect until June 29, 1991 and shall continue in effect
thereafter, only so long as such continuance is specifically approved annually
by the Corporation's Board of Directors or by vote of a majority (as defined in
the 1940 Act), of the outstanding voting securities of the Corporation and, in
either case, by a majority of the Corporation's Directors who are not parties to
this agreement or interested persons (as defined in the 1940 Act) of any such
party by vote cast in person at a meeting called for the purpose of voting on
such approval. Upon the effectiveness of this agreement, it shall supersede all
previous agreements between us covering the subject matter hereof. This
agreement may be terminated at any time, without the payment of any penalty, by
the Board of Directors of the Corporation or by vote of a majority of the
outstanding voting securities of the Corporation on not more than sixty days'
written notice to you, or by you upon not more than sixty days' written notice
to the Corporation.
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9. This agreement shall automatically terminate in the event
of its "assignment" as that term is defined in the 1940 Act.
10. Except to the extent necessary to perform your obligations
hereunder, nothing herein shall be deemed to limit or restrict your right, or
the right of any of your officers, directors or employees who may also be a
director, officer or employee of the Corporation, or persons otherwise
affiliated with the Corporation (within the meaning of the 1940 Act) to engage
in any other business or to devote time and attention to the management or other
aspects of any other business, whether of a similar or dissimilar nature, or to
render services of any kind to any other corporation, firm, individual or
association.
If the foregoing is in accordance with your understanding,
will you kindly so indicate by signing and returning to us the enclosed copy
hereof.
Very truly yours,
THE GABELLI SERIES FUNDS, INC.
By:_____________________________
Agreed to and Accepted
GABELLI FUNDS, INC.
By:______________________
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