Exhibit G
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INVESTMENT ADVISORY AGREEMENT
The Gabelli Global Deal Fund (the "Fund"), a statutory trust organized under
the laws of the state of Delaware, and Gabelli Funds, LLC (the "Adviser") hereby
agree as follows:
1. Investment Description; Appointment
The Fund desires to employ its capital by investing and reinvesting in
investments of the kind and in accordance with the limitations specified in its
Agreement and Declaration of Trust, as amended from time to time (the
"Declaration of Trust"), and by the Fund's Board of Trustees. Copies of the
Declaration of Trust and resolutions adopted by the Board of Trustees in their
form on the date hereof have been submitted to the Adviser. The Fund desires to
employ and hereby appoints the Adviser to act as its investment adviser and to
oversee the administration of all aspects of the Fund's business and affairs and
provide, or arrange for others whom it believes to be competent to provide,
certain services as specified in subparagraph (b) below. The Adviser accepts the
appointment and agrees to furnish the services set forth below for the
compensation set forth below. Nothing contained herein shall be construed to
restrict the Fund's right to hire its own employees or to contract for
administrative services to be performed by third parties, including but not
limited to, the calculation of the net asset value of the Fund's shares.
2. Services
(a) Investment Advice. Subject to the direction and control of the Fund's
Board of Trustees, the Adviser will (i) act in conformity with the Declaration
of Trust, the Investment Company Act of 1940 (the "1940 Act") and the Investment
Advisers Act of 1940, as the same may from time to time be amended; (ii) manage
the Fund's assets in accordance with the Fund's investment objective and
policies as approved by the Board of Trustees and/or shareholders and stated in
the Fund's Registration Statement on Form N-2 (the "Registration Statement") or
other documents furnished to the Adviser; (iii) make investment decisions for
the Fund, (iv) exercise all voting rights in respect of the Fund's assets; and
(v) place purchase and sale orders on behalf of the Fund. In rendering those
services, the Adviser will provide investment research and supervision of the
Fund's investments and conduct a continual program of investment, evaluation
and, if appropriate, sale and reinvestment of the Fund's assets. In addition,
the Adviser will furnish the Fund with whatever statistical information the Fund
may reasonably request with respect to the assets that the Fund may hold or
contemplate purchasing.
(b) Administration. The specific services to be provided or arranged for by
the Adviser for the Fund are (i) maintaining the Fund's books and records, such
as journals, ledger accounts and other records in accordance with application
laws and regulations to the extent not maintained by the Fund's custodian,
transfer agent or dividend disbursing agent; (ii) initiating all money transfers
to the Fund's custodian and from the Fund's custodian for the payment of the
Fund's expenses, investments, and dividends; (iii) reconciling account
information and balances among the Fund's custodian, transfer agent, dividend
disbursing agent and the Adviser; (iv) providing the Fund, upon request, with
such office space and facilities, utilities and office equipment as are adequate
for the Fund's needs; (v) preparing, but not paying for, all reports by the Fund
to its shareholders and all reports and filings required to maintain
registration and qualification of the Fund's shares under federal and state law
including the updating of the Fund's Registration Statement, when necessary;
(vi) supervising the calculation of net asset value of the Fund's shares; and
(vii) preparing notices and agendas for meetings of the Fund's shareholders and
the Fund's Board of Trustees as well as minutes of such meetings in all matters
required by applicable law to be acted upon them.
3. Brokerage
In executing transactions for the Fund and selecting brokers or dealers, the
Adviser will seek best execution. In doing so, the Adviser will consider all
factors it deems relevant including, but not limited to, the breadth of the
market in the security, the price of the security, the financial condition and
execution capability of the broker or dealer and the reasonableness of any
commission for the specific transaction and on a continuing basis. In selecting
brokers or dealers to execute a particular transaction, the Adviser may consider
the brokerage and research services provided to the Fund and/or other accounts
over which the Adviser or an affiliate of the Adviser exercises investment
discretion.
4. Information Provided to the Fund
The Adviser will keep the Fund informed of developments materially affecting
the Fund, and will, on its own initiative, furnish the Fund from time to time
with whatever information the Adviser believes is appropriate for this purpose.
5. Standard of Care
The Adviser will exercise its professional judgment in rendering the
services described in paragraphs 2 and 3 above. The Adviser will not be liable
for any error of judgment or mistake of law or for any loss suffered by the Fund
in connection with the matters of which this Agreement relates, provided that
nothing in this paragraph will be deemed to protect or purport to protect the
Adviser against any liability to the Fund or to its shareholders to which the
Adviser would otherwise be subject by reason of willful misfeasance, bad faith
or gross negligence on its part in the performance of its duties or by reason of
the Adviser's reckless disregard of its obligations and duties under this
Agreement.
6. Compensation
(a) Base Fees. In partial consideration of the services rendered by the
Adviser pursuant to this Agreement, the Fund will pay the Adviser, on the first
business day of each month, a fee for the previous month at an annual rate equal
0.50% of the Fund's average weekly managed assets. The base fee for any partial
month will be prorated according to the proportion that such period bears to the
full monthly period. For the purpose of determining fees payable to the Adviser,
the value of the Fund's total assets will be computed at the times and in the
manner specified in the Registration Statement or resolutions adopted by the
Board of Trustees.
For purposes of this Agreement, the term "managed assets" means all of the
assets of the Fund without deduction for borrowings, repurchase agreement
transactions and other leveraging techniques, the liquidation value of any
outstanding preferred shares or other liabilities except for certain ordinary
course expenses.
(b) Performance Fees. In partial consideration of the services rendered by
the Adviser pursuant to this Agreement, the Fund will pay the Adviser, as of
December 31 of each year, in addition to the base fee described above, an
incremental performance fee equal to 0.75% of the Fund's average weekly managed
assets during the calendar year ending on such December 31 if the total return
attributable to the common shares of the Fund for such calendar year (the
"Common Share Return") equals the total return of an index of three month
Treasury ▇▇▇▇ prices and interest payable thereon calculated as described below
(the "T-▇▇▇▇ Index") for such calendar year plus 3.0% (300 basis points) (the
"Fulcrum Point Return"), with such 0.75% performance fee increasing by an
additional 0.01% (one basis point) for each 0.04% (four basis points) by which
the Common Share Return exceeds the Fulcrum Point Return up to a maximum
performance fee of 1.50% of the Fund's average weekly managed assets if the
Common Share Return exceeds the T-▇▇▇▇ Index total return for such calendar year
by 6.0% (600 basis points) or more and with such 0.75% performance fee
decreasing by 0.01% (one basis points) for each 0.04% (four basis points) by
which the Common Share Return is less than the Fulcrum Point Return down to a
minimum performance fee of 0.00% if the Common Share Return is less than or
equal to the T-▇▇▇▇ Index total return for such calendar year.
For purposes of calculating the Fund's performance fee, the Fund's total
return will be calculated as the sum of the Fund's change in net asset value per
common share from January 1 through December 31 of each year plus the amount of
distributions per common share in respect of such period (calculating the number
of shares outstanding on a daily average weighted basis assuming reinvestment of
such distributions at net asset value per share on the ex-dividend date and
assuming solely for purposes of the Fund's performance fee that all issuances
and repurchases of shares are at net asset value). Increases and decreases in
the performance fee will be accrued as often as net asset value per common share
is calculated and accordingly will affect the total return on which the rate of
the fee is determined.
For purposes of calculating the Fund's performance fee, the T-▇▇▇▇ Index's
total return will be calculated as the sum of the change in the discount price
(adjusted to a 90-day maturity) of the most recently issued three month Treasury
▇▇▇▇ from the first business day after January 1 of each year to the last
business day of each year plus the [weekly] yield to maturity interest payments
thereon implied by the discount price thereof and compounded quarterly on the
same dates as the Fund's quarterly ex-dividend dates (or at the end of the
quarter if no dividend is paid that quarter).
7. Expenses
The Adviser will bear all expenses in connection with the performance of its
services under this Agreement. The Fund will bear certain other expenses to be
incurred in its operation, including: underwriting compensation and
reimbursements in connection with sales of its securities, expenses for legal
and independent accountants' services, costs of printing proxies, stock
certificates and shareholder reports, charges of the custodian, any
sub-custodian and transfer and dividend paying agent, expenses in connection
with the Automatic Dividend Reinvestment and Voluntary Cash Purchase Plan,
Securities and Exchange Commission fees, fees and expenses of trustees who are
not officers or employees of the Investment Adviser or its affiliates,
compensation and other expenses of officers or employees of the Fund (including
but not limited to Chief Compliance Officer, Vice Presidents and Ombudsman) as
approved by the trustees, accounting and pricing costs, membership fees in trade
associations, fidelity bond coverage for the Fund's officers and employees,
trustees and officers' errors and omissions insurance coverage, interest,
brokerage costs, taxes, stock exchange listing fees and expenses, 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 portfolios, expenses of qualifying the Fund's shares for sale in
various states, litigation and other extraordinary or non-recurring expenses,
and other expenses properly payable by the Fund.
8. Services to Other Companies or Accounts
The Fund understands that the Adviser now acts and will continue to act as
investment adviser to other investment companies and may act in the future as
investment adviser to other investment companies or portfolios, and the Fund has
no objection to the Adviser so acting, provided that whenever the Fund and one
or more other portfolios of or investment companies advised by the Adviser and
its affiliates have available funds for investment, investments suitable and
appropriate for each will be allocated in a manner believed to be equitable to
each over time and that whenever the Fund and one or more other portfolios of or
investment companies advised by the Adviser and its affiliates desire to dispose
of the same assets, such dispositions will be allocated in a manner believed
equitable to each over time. The Fund recognizes that in some cases this
procedure may adversely affect the size of the position obtainable for the Fund.
In addition, the Fund understands that the Adviser's agents will not devote
their full time to the discharge of its duties under this Agreement and nothing
contained herein shall be deemed to limit or restrict the right of the Adviser
or any affiliate of the Adviser to engage in and devote time and attention to
other businesses or to render services of whatever kind or nature.
9. Indemnity
(a) The Fund hereby agrees to indemnify the Adviser and each of the
Adviser's trustees, officers, employees, and agents (including any individual
who serves at the Adviser's request as director, officer, partner, trustee or
the like of another corporation) and controlling persons (each such person being
an "indemnitee") against any liabilities and expenses, including amounts paid in
satisfaction of judgments, in compromise or as fines and penalties, and counsel
fees (all as provided in accordance with applicable corporate law) reasonably
incurred by such indemnitee in connection with the defense or disposition of any
action, suit or other proceeding, whether civil or criminal, before any court or
administrative or investigative body in which he may be or may have been
involved as a party or otherwise or with which he may be or may have been
threatened, while acting in any capacity set forth above in this paragraph or
thereafter by reason of his having acted in any such capacity, except with
respect to any matter as to which he shall have been adjudicated not to have
acted in good faith in the reasonable belief that his action was in the best
interest of the Fund and furthermore, in the case of any criminal proceeding, so
long as he had no reasonable cause to believe that the conduct was unlawful,
provided, however, that (1) no indemnitee shall be indemnified hereunder against
any liability to the Fund or its shareholders or any expense of such indemnitee
arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross
negligence, (iv) reckless disregard of the duties involved in the conduct of his
position (the conduct referred to in such clauses (i) through (v) being
sometimes referred to herein as "disabling conduct"), (2) as to any matter
disposed of by settlement or a compromise payment by such indemnitee, pursuant
to a consent decree or otherwise, no indemnification either for said payment or
for any other expenses shall be provided unless there has been a determination
that such settlement or compromise is in the best interests of the Fund and that
such indemnitee appears to have acted in good faith in the reasonable belief
that his action was in the best interest of the Fund and did not involve
disabling conduct by such indemnitee and (3) with respect to any action, suit or
other proceeding voluntarily prosecuted by any indemnitee as plaintiff,
indemnification shall be mandatory only if the prosecution of such action, suit
or other proceeding by such indemnitee was authorized by a majority of the full
Board of the Fund. Notwithstanding the foregoing the Fund shall not be obligated
to provide any such indemnification to the extent such provision would waive any
right which the Fund cannot lawfully waive.
(b) The Fund will make advance payments in connection with the expenses of
defending any action with respect to which indemnification might be sought
hereunder if the Fund receives a written affirmation of the indemnitee's good
faith belief that the standard of conduct necessary for indemnification has been
met and a written undertaking to reimburse the Fund unless it is subsequently
determined that he is entitled to such indemnification and if the trustees of
the Fund determine that the facts then known to them would not preclude
indemnification. In addition, at least one of the following conditions must be
met: (A) the indemnitee shall provide a security for his undertaking, (B) the
Fund shall be insured against losses arising by reason of any lawful advances,
or (C) a majority of a quorum of trustees of the Fund who are neither
"interested persons" of the Fund (as defined in Section 2(a)(19) of the Act) nor
parties to the proceeding ("Disinterested Non-Party Trustees") or an independent
legal counsel in a written opinion, shall determine, based on a review of
readily available facts (as opposed to a full trial-type inquiry), that there is
reason to believe that the indemnitee ultimately will be found entitled to
indemnification.
(c) All determinations with respect to indemnification hereunder shall be
made (1) by a final decision on the merits by a court or other body before whom
the proceeding was brought that such indemnitee is not liable by reason of
disabling conduct or, (2) in the absence of such a decision, by (i) a majority
vote of a quorum of the Disinterested Non-party Trustees of the Fund, or (ii) if
such a quorum is not obtainable or even, if obtainable, if a majority vote of
such quorum so directs, independent legal counsel in a written opinion.
The rights accruing to any indemnitee under these provisions shall not
exclude any other right to which he may be lawfully entitled.
10. Use of the Word "Gabelli"
It is understood and agreed that the word "Gabelli" is the Adviser's
property for copyright and other purposes. The Fund further agrees that the word
"Gabelli" in its name is derived from the name of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and such name
may freely be used by the Adviser for other investment companies, entities or
products. The Fund further agrees that, in the event that the Adviser shall
cease to act as an investment adviser to the Fund, the Fund will promptly take
all necessary and appropriate action to change its name to one that does not
include the word "Gabelli"; provided, however, that the Fund may continue to use
such name if the Adviser consents in writing to such use.
11. Term of Agreement
This Agreement will become effective, if it has been approved by the Board
of Trustees and the sole shareholder or the shareholders of the Fund in
accordance with the requirements of the 1940 Act, on the day the Fund commences
operations and will continue in effect for two years and thereafter will
continue for successive annual periods, provided such continuance is
specifically approved at least annually in accordance with the requirements of
the 1940 Act. This Agreement is terminable, without penalty, on 60 days written
notice by the Fund's Board of Trustees, by vote of holders of a majority of the
Fund's shares, or by the Adviser. This Agreement will also terminate
automatically in the event of its assignment (as defined in the 1940 Act and the
rules thereunder).
12. Amendment
The Adviser and the Fund may amend this Agreement without shareholder
approval so long as such amendment does not materially change the advisory
relationship between the Adviser and the Fund.
IN WITNESS WHEREOF, the undersigned have duly executed and delivered this
Agreement.
THE GABELLI GLOBAL DEAL
By:
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Name:
Title:
Date:
GABELLI FUNDS, LLC
By:
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Name:
Title:
Date:
