exv10w22





Exhibit 10.22

INDEMNIFICATION AND CO-OPERATION AGREEMENT




     This INDEMNIFICATION AND CO-OPERATION AGREEMENT (“Agreement”), dated as of September 2009
(“the Effective Date”) is made by and among Julius Baer Holding Ltd. incorporated under the laws of
Switzerland (“JBH”) with principal offices at 36 Bahnhofstrasse, Zurich, Switzerland and Artio
Global Management LLC, a Delaware corporation (“Artio Global”) having its principal offices at 330
Madison Avenue, New York, N.Y. 10017, (each “a Party and together “the Parties”).



     Whereas, Artio Global is currently an indirect subsidiary of JBH.



     Whereas, JBH has declared an intention to launch an initial public offering of Artio Global
Investors Inc., the parent company of Artio Global.



     Whereas, JBH is willing and able to provide certain indemnification and cooperation to Artio
Global and Artio Global is willing and able to provide certain co-operation to JBH.



     Now Therefore, in consideration of the mutual promises, covenants, representations and
warranties made herein and of the mutual promises, covenants, representations and warranties made
herein and of the mutual benefits to be derived herefrom, the parties, intending to be legally
bound, agree as follows:



ARTICLE I


GENERAL PROVISIONS





	 	1.1	 	Definitions. Unless otherwise defined herein, capitalized terms set forth in
this Agreement shall have the meanings set forth below:






	 	(a)	 	Affiliate. “Affiliate” of a Person means any other Person that
directly or indirectly controls, is controlled by, or is under common control
with, the first Person.
	 
	 	(b)	 	Control. “Control” (including the terms, “controlled by” and
“under common control” means the possession, directly or indirectly, of the
power to direct or cause the direction of the management policies of a Person,
whether through the ownership of voting securities, by contract or credit
arrangement, or otherwise.
	 
	 	(c)	 	Person. “Person” means any natural person, firm, limited
liability company, general partnership, limited partnership, joint venture,
association, corporation, trust, governmental authority or other entity.
	 
	 	(d)	 	Liabilities. “Liability” or “Liabilities” means any and all
actual claims, demands liabilities, obligations, losses, fines, costs,
expenses, deficiencies, or damages, whether or not resulting from third party
claims, including interest, additions, and




 









 












	 	 	 	penalties with respect thereto and reasonable out-of-pocket expenses reasonably
incurred and reasonable attorneys’ and accountant fees and expenses reasonably
incurred in the investigation or defense of any of the same or in asserting,
preserving or enforcing any under this Agreement, but excluding any indirect,
special, punitive, exemplary, lost profits, consequential and similar damages.





ARTICLE II




Representations and Warranties





	 	2.1	 	Representations and Warranties of JBH. JBH hereby represents and warrants to
Artio Global the following:






	 	(a)	 	Organization and Existence. JBH is duly organized, validly
existing and in good standing under the laws of its incorporation and
JBH has
all power and authority necessary to execute, deliver, and perform its
obligations under this Agreement.
	 
	 	(b)	 	Binding Effect. This Agreement is a valid, binding, and legal
obligation of JBH in connection with the services contemplated hereby will be
legal, valid, and binding obligations of JBH each enforceable against JBH in
accordance with their respective terms.






	 	2.2	 	Representations and Warranties of Artio Global. Artio Global hereby represents
and warrants to JBH the following:






	 	(a)	 	Organization and Existence. Artio Global is duly organized,
validly existing and in good standing under the laws of its incorporation and
Artio Global has all power and authority necessary to execute, deliver, and
perform its obligations under this Agreement.
	 
	 	(b)	 	Binding Effect. This Agreement is a valid, binding, and legal
obligation of Artio Global and all agreements, instruments and documents to be
executed by Artio Global in connection with the services contemplated hereby
will be legal, valid, and binding obligations of Artio Global each enforceable
against Artio Global in accordance with their respective terms.






 









 






ARTICLE III




Indemnification and Co-operation






	 	3.1	 	JBH will indemnify, defend, and hold Artio Global and its Affiliates harmless
from and against any and all Liabilities to the extent that may arise out of or result
from activities of the Alternative Investments Group of Julius Baer Investment
Management LLC from 2003 to 2005.
	 
	 	3.2	 	The Parties shall upon reasonable notice procure that the other and each of
their respective auditors and legal advisors are afforded access to the business
records of the other as is reasonably necessary for accounting, legal or regulatory
purposes including that of any of its Affiliates. In addition, and for the same period
each Party, will and will procure that its Affiliates reasonably cooperate with the
other Party, at the other Party’s request and reasonable expense, in furnishing
information, testimony, and other assistance in connection with any actions,
proceedings, arrangements, and disputes with other persons or governmental or
self-regulatory organization inquiries or investigations.





ARTICLE IV




Notification of and Conduct of Claims





	 	4.1	 	If Artio Global or one of its Affiliates becomes aware of any claim or
potential claim by a third party (a Third Party Claim) which may result in a claim
being made by Artio Global or an Affiliate under this Agreement, Artio Global shall as
soon as reasonably practicable give notice of the Third Party Claim to JBH and (subject
to Artio Global being indemnified on an after tax basis against all reasonable
out-of-pocket costs and expenses, including those of its legal advisers, incurred in
respect of that Third Party Claim) shall:






	 	(a)	 	ensure that JBH is given all reasonable facilities to
investigate the Third Party Claim;
	 
	 	(b)	 	not (and ensure that each of its Affiliates shall not) admit
liability or make any agreement or compromise with any person, body or
authority in relation to that Third Party Claim without prior consultation with
JBH; and
	 
	 	(c)	 	subject to Artio Global or its relevant Affiliate being
entitled to employ its own legal advisers, take any action that JBH reasonably
requests to avoid, resist, dispute, appeal, compromise or defend that Third
Party Claim.






	 	4.2	 	The rights of JBH shall only apply to a Third Party Claim if JBH gives notice
to Artio Global in writing of its intention to exercise its rights within 30 days of
Artio Global giving notice of the Third Party Claim. If JBH does not give notice
during that period, Artio Global or its relevant Affiliate shall be entitled in its
absolute discretion to settle, compromise, or resist any action, proceedings or claim
against it or any of its Affiliates out of which that Third Party Claim may arise.
	 
	 	4.3	 	Neither Artio Global nor any of its Affiliates shall be required to take any
action or refrain from taking any action if the action or omission requested would, in
the




 









 












	 	 	 	reasonable opinion of Artio Global, be materially prejudicial to the business of
Artio Global or its relevant Affiliate.





ARTICLE V




Notification and Conduct of Tax Claims





	 	5.1	 	If Artio Global or one of its Affiliates becomes aware of a tax claim in
respect of which a claim may be made by Artio Global or one of its Affiliates under
this Agreement, Artio Global shall give notice to JBH of that tax claim as soon as
practicable (and in any event nor more than 10 days after it becomes aware of such
claim). The notice to be provided in accordance with this Article 5.1 shall so far as
available include details of the tax claim in question, the due date for any payment,
the time limits for any appeal, and the amount of the claim.
	 
	 	5.2	 	Artio Global or its relevant Affiliate shall take such action as JBH may
reasonably request to dispute, resist, appeal compromise or defend any tax claim and
any adjudication in respect thereof. JBH shall have the right (if it wishes) to
control any proceedings taken in connection with such action, and shall in any event be
kept fully informed and shall be provided with copies of all correspondence and
documentation relating to such tax claim or action.
	 
	 	5.3	 	Subject to Article 5.4, Artio Global shall procure that no tax claim, action or
issue in respect of which JBH could be required to make a payment under this Agreement
is settled or otherwise compromised without JBH’s prior written consent, such consent
not to be unreasonably withheld, and Artio Global shall, and shall procure that each of
its Affiliates and their respective advisers shall, not submit any correspondence,
assessment or return or send any other document to any tax authority where Artio Global
or any such person is aware or could reasonably be expected to be aware that the effect
of submitting such correspondence, assessment or return or sending such document would
or could be to put such tax authority on notice of any matter which could give rise to,
or could which could give rise to, or could increase, a claim under this Agreement
without first affording JBH a reasonable opportunity to comment thereon and without
taking account of such comments so far as it is reasonable to do so.
	 
	 	5.4	 	If JBH does not request Artio Global or its relevant Affiliate to take any
appropriate action within 30 days of notice of a tax claim having been provided to JBH
in accordance with Article 5.1, Artio Global or its relevant Affiliate shall be free to
satisfy or settle the relevant tax liability on such terms as it may reasonably think
fit.





ARTICLE VI




Miscellaneous





	 	6.1	 	Amendment; Waiver. This Agreement may be amended only by written instrument
executed by the parties to this Agreement.




 









 






	 	6.2	 	Entire Understanding. This Agreement and its Exhibit constitutes the entire
understanding and agreement of the parties with respect to the subject matter hereof
and supersedes all prior letters of intent, agreements, covenants, arrangements,
communications, representations or warranties, whether oral or written, by any officer,
employee, or representative of either Party relating thereto.
	 
	 	6.3	 	Severability. If any provision of this Agreement shall finally be determined
to be unlawful, then such provision shall be deemed to be severed from this Agreement
and every other provision of this Agreement shall remain in full force and effect.
	 
	 	6.4	 	Notices. All notices, requests, demands and other communications under this
Agreement must be in writing and will be deemed to have been duly given or made as
follows: a) if sent by registered or certified mail in the United States or Switzerland
return receipt requests, upon receipt; b) if sent by reputable overnight air courier
one (1) business day after the delivery commitment date; c) if sent by facsimile
transmission, with a copy mailed on the same day in the manner provided in a) or b)
above, when transmitted and receipt is confirmed by telephone; or d) if otherwise
actually personally delivered, when delivered, and shall be delivered as follows:





	 	 	 
	If to JBH:

	 	Julius Baer Holding Ltd.
	 

	 	Klausstrasse 10
	 

	 	8034 Zurich
	 

	 	Switzerland
	 

	 	Attention: Scott Sullivan
	 

	 	Tel: +41 (0) 44 388 30 30
	 

	 	Fax: +41 (0) 44 388 30 31
	 
	 	 
	If to Artio Global:

	 	Artio Global Management LLC
	 

	 	330 Madison Avenue
	 

	 	New York, NY 10017
	 

	 	Attention: Hendricus Bocxe
	 

	 	Phone 212-297-3923
	 

	 	Fax 212-972-0601







	 	 	 	Or to such other address or to such other Person as a Party may have last designated
by written notice to the other parties.
	 
	 	6.5	 	Assignment. This Agreement shall be binding upon and inure to the benefit of
the successors of each of the parties (including any successor to all or substantially
all of the equity or assets of any such Party) to this Agreement, but shall not be
assignable by any Party hereto without prior written consent of the other Party hereto.




 









 






	 	6.6	 	No Third-Party Beneficiaries. Except as otherwise expressly provided,
neither this Agreement nor any provisions set forth herein is intended to, or shall,
create any rights in or confer any benefits upon any Person other than the Parties to
this Agreement.
	 
	 	6.7	 	Governing Law. This Agreement will be construed, performed and enforced in
accordance with the laws of the State of New York without giving effect to its
principles or rules of conflict of laws thereof to the extent such principles or rules
would require or permit the application of the laws of another jurisdiction.
	 
	 	6.8	 	Term and Termination. This Agreement shall commence on the Effective Date and
shall continue for a period of 3 years thereafter.
	 
	 	6.9	 	Counterparts. This Agreement may be executed in counterparts, both of which
will constitute one and the same instrument.




In Witness Whereof, the parties have each caused this Agreement to be executed by their respective
duly authorized officers of the date first above written.




	 	 	 	 	 
	 	Julius Baer Holding Ltd.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Artio Global Management LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title: