Exhibit 99.(d)(2)
SUB-ADVISORY AGREEMENT
AGREEMENT made as of the 11th day of August, 2003, by and between XXXXXX
XXXXXXX INVESTMENT ADVISORS INC., a Delaware corporation (hereinafter referred
to as "Xxxxxx Xxxxxxx Investment Advisors", and XXXXXX XXXXXXX INVESTMENT
MANAGEMENT COMPANY, a corporation organized under the laws of Singapore
(hereinafter referred to the "Local Manager").
W I T N E S S T E T H:
WHEREAS, Xxxxxx Xxxxxxx Pacific Growth Fund Inc. (the "Fund") is a Maryland
corporation engaged in business as an open-end management investment company and
is registered under the Investment Company Act of 1940, as amended (hereinafter
referred to as the "Investment Company Act"); and
WHEREAS, Xxxxxx Xxxxxxx Investment Advisors and the Local Manager are
engaged principally in rendering investment advisory services and are registered
as investment advisers under the Investment Advisors Act of 1940, as amended;
and
WHEREAS, the Local Manager is the holder of a capital markets services
licence for fund management under the Securities and Futures Act (Cap. 289) of
Singapore/ or is exempt from licensing under the Securities and Futures Act
(Cap. 289) of Singapore and is the holder of a financial adviser's licence under
the Financial Advisers Act (Cap. 110) of Singapore or is exempt from licensing
under the Financial Advisers Act (Cap. 110) of Singapore; and
WHEREAS, Xxxxxx Xxxxxxx Investment Advisors has entered into an investment
advisory agreement (the "Advisory Agreement") with the Fund dated April 30, 1998
pursuant to which Xxxxxx Xxxxxxx Investment Advisors provides management and
investment and advisory services to the Fund; and
WHEREAS, the Local Manager is willing to provide investment advisory
services to Xxxxxx Xxxxxxx Investment Advisors in connection with the Fund's
operations on the terms and conditions hereinafter set forth;
NOW THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Local Manager and Xxxxxx Xxxxxxx Investment Advisors
hereby agree as follows:
ARTICLE I
DUTIES OF THE LOCAL MANAGER
Xxxxxx Xxxxxxx Investment Advisors hereby employs the Local Manager to act
as investment adviser to Xxxxxx Xxxxxxx Investment Advisors and to furnish the
investment advisory services described below, subject to the broad supervision
of Xxxxxx Xxxxxxx Investment Advisors and the Fund, for the period and on the
terms and conditions set forth in this Agreement. The Local Manager hereby
accepts such employment and agrees during such period, at its own expense, to
render, or arrange for the rendering of, such services and to assume the
obligations herein set forth for the compensation provided for herein. The Local
Manager and its affiliates shall for all purposes herein be deemed to be an
independent contractor and shall, unless otherwise expressly provided or
authorized, have no authority to act for or represent the Fund in any way or
otherwise be deemed an agent of the Fund.
The Local Manager shall have the right to make unsolicited calls on Xxxxxx
Xxxxxxx Investment Advisors and shall provide Xxxxxx Xxxxxxx Investment Advisors
with such investment research, advice and supervision as the latter may from
time to time consider necessary for the proper supervision of the assets of the
Fund; shall furnish continuously an investment program for the Fund and shall
make recommendations from time to time as to which securities shall be
purchased, sold or exchange and what portion of the assets of the Fund shall be
held in the various securities in which the Fund invests, options, futures,
options on futures or cash; all of the foregoing subject always to the
restrictions of the Declaration of Trust and By-Laws of the Fund, as they may be
amended and/or restated from time to time, the provisions of the Investment
Company Act and the statements relating to the Fund's investment objective(s),
investment restrictions as the same are set forth in the currently effective
prospectus and statement of additional information relating to the shares of the
Fund under the Securities Act of 1933, as amended (the "Prospectus" and
"Statement of Additional Information", respectively). The Local Manager shall
make recommendations and effect transactions with respect to foreign currency
matters, including foreign exchange contracts, foreign currency options, foreign
currency futures and related options on foreign currency futures and forward
foreign currency transactions. The Local Manager shall also make recommendations
or take action as to the manner in which voting rights, rights to consent to
corporate action and any other rights pertaining to the portfolio securities of
the Fund shall be exercised.
The Local Manager will not hold money on behalf of Xxxxxx Xxxxxxx
Investment Advisors or the Fund, nor will the Local Manager be the registered
holder of the registered investment of Xxxxxx Xxxxxxx Investment Advisors or the
Fund or be the custodian of documents or other evidence of title.
ARTICLE II
ALLOCATION OF CHARGES AND EXPENSES
The Local Manager assumes and shall pay for maintaining the staff and
personnel necessary to perform its obligations under this Agreement and shall at
its own expense provide the office space, equipment and facilities which it is
obligated to provide under Article I hereof and shall pay all compensation of
officers of the Fund and all Directors of the Fund who are affiliated persons of
the Local Manager.
ARTICLE III
COMPENSATION OF THE LOCAL MANAGER
For the services rendered, the facilities furnished and expenses assumed by
the Local Manager, MSIM shall pay to the Local Manager a fee in an amount to be
determined from time to time by MSIM and the Local Manager but in no event in
excess of the amount that MSIM actually received for providing services to the
Fund pursuant to the Advisory Agreement.
ARTICLE IV
LIMITATION OF LIABILITY OF THE LOCAL MANAGER
The Local Manager shall not be liable for any error of judgment or mistake
of law or for any loss arising out of any investment or for any act or omission
in the performance of sub-advisory services rendered with respect to the Fund,
except for willful misfeasance, bad faith or gross negligence in the performance
of its duties, or by reason of reckless disregard of its obligations and duties
hereunder. As used in this Article IV, the Local Manager shall include any
affiliates of Xxxxxx Xxxxxxx Investment
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Advisors performing services for Xxxxxx Xxxxxxx Investment Advisors contemplated
hereby and directors, officers and employees of the Local Manager and such
affiliates.
ARTICLE V
ACTIVITIES OF THE LOCAL MANAGER
The services of the Local Manager to the Fund are not to be deemed to be
exclusive, the Local Manager and any person controlled by or under common
control with the Local Manager (for purposes of this Article V referred to as
"affiliates") being free to render services to others. It is understood that
Directors, officers, employees and shareholders of the Fund are or may become
interested in the Local Manager and its affiliates, as directors, officers,
employees and shareholders or otherwise and that directors, officers, employees
and shareholders of the Local Manager and its affiliates are or may become
similarly interested in the Fund, and that the Local Manager and directors,
officers, employees, partners and shareholders of its affiliates may become
interested in the Fund as shareholders or otherwise.
ARTICLE VI
COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS
The Local Manager shall obtain and at all times maintain and comply with
the terms of all relevant authorisations, licences, consents, approvals and
registrations and comply with all relevant laws and regulations, necessary for
the purpose of performing any of its duties and obligations under this
Agreement. The Local Manager shall inform MSIM as soon as possible if at any
time the Local Manager becomes unable to comply with the terms of or maintain
any such authorisations, licences, consents, approvals or registrations.
ARTICLE VII
DURATION AND TERMINATION OF THIS AGREEMENT
This Agreement shall become effective as of the date first above written
and shall remain in force until the date of termination of the Advisory
Agreement (but not later than two years after the date hereof) and thereafter,
but only so long as such continuance is specifically approved at least annually
by (i) the Directors of the Fund or by the vote of a majority of the outstanding
voting securities of the Fund and (ii) a majority of those Directors who are not
parties to this Agreement or interested persons of any such party cast in person
at a meeting called for the purpose of voting on such approval.
This Agreement may be terminated at any time, without the payment of any
penalty, by Xxxxxx Xxxxxxx Investment Advisors or by vote of a majority of the
outstanding voting securities of the Fund, or by the Local Manager, on sixty
days' written notice to the other party. This Agreement shall automatically
terminate in the event of its assignment or in the event of the termination of
the Advisory Agreement. Any termination shall be without prejudice to the
completion of transactions already initiated.
ARTICLE VIII
AMENDMENTS TO THIS AGREEMENT
This Agreement may be amended by the parties only if such amendment is
specifically approved by (i) the Directors of the Fund or by the vote of a
majority of outstanding voting securities of the Fund
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and (ii) a majority of those Directors who are not parties to this Agreement or
interested persons of any such party cast in person at a meeting called for the
purpose of voting on such approval.
ARTICLE IX
DEFINITIONS OF CERTAIN TERMS
The terms "vote of a majority of the outstanding voting securities",
"assignment", "affiliated person" and "interested person" used in this
Agreement, shall have the respective meanings specified in the Investment
Company Act and the rules and regulations thereunder, subject, however, to such
exemptions as may be granted by the Securities and Exchange Commission under
said Act.
ARTICLE X
GOVERNING LAW
This Agreement shall be construed in accordance with the laws of the State
of New York and the applicable provisions of the Investment Company Act. To the
extent that the applicable laws of the State of New York, or any of the
provisions herein, conflict with the applicable provisions of the Investment
Company Act, the latter shall control.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
XXXXXX XXXXXXX INVESTMENT ADVISORS
INC.
By: /s/Xxxxxx X. Xxxxxxx
--------------------
Name: Xxxxxx X. Xxxxxxx
Title: Managing Director
XXXXXX XXXXXXX INVESTMENT
MANAGEMENT COMPANY
By: /s/Xxxxxx Xxxxxxx
-----------------
Name: Xxxxxx Xxxxxxx
Title: Managing Director
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