AMENDED AND RESTATED SUB-ADVISORY
AGREEMENT
AGREEMENT made as of the 30th day of
June, 2009, by and between XXXXXX XXXXXXX
INVESTMENT MANAGEMENT INC., a Delaware
corporation (hereinafter referred to as "MSIM"),
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 Institutional
Fund, Inc. (the "Fund") is a Maryland corporation
engaged in business as an open-end management
investment company with separate portfolios, certain
of which are set forth on Schedule A, as may be
amended from time to time to add or remove
portfolios (with such portfolios set forth on Schedule
A being the "Portfolios"), and is registered under
the Investment Company Act of 1940, as amended
(hereinafter referred to as the "Investment
Company Act"); and
WHEREAS, MSIM and the Local Manager
are engaged principally in rendering investment
advisory services and are registered as investment
advisers under the Investment Advisers 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, MSIM has entered into an
Investment Advisory Agreement (the "Advisory
Agreement") with the Fund dated June 1, 2005, as
amended from time to time, pursuant to which
MSIM provides management and investment and
advisory services to the Fund; and
WHEREAS, MSIM entered into an
investment sub-advisory agreement with the Local
Manager with respect to each Portfolio, effective as
of the effective date set forth in Schedule A (the
"Current Sub-Advisory Agreement"); and
WHEREAS, as of June 30, 2009, the
Current Sub-Advisory Agreement was amended and
restated (this "Agreement") to incorporate
amendments thereto and to make other ministerial
changes designed to facilitate the administration of
this Agreement; and
WHEREAS, the Local Manager is willing to
provide investment advisory services to MSIM 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 MSIM hereby agree as
follows:
ARTICLE I
DUTIES OF THE LOCAL MANAGER
MSIM hereby employs the Local Manager
to act as investment adviser to MSIM and to furnish
the investment advisory services described below,
subject to the broad supervision of MSIM 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 MSIM and shall provide
MSIM 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 Portfolios; shall furnish continuously an
investment program for the Portfolios and shall
make recommendations from time to time as to
which securities shall be purchased, sold or
exchanged and what portion of the assets of each of
the Portfolios shall be held in the various securities
in which the Portfolio invests, options, futures,
options on futures or cash; all of the foregoing
subject always to the restrictions of the Articles of
Incorporation 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 Portfolio'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 MSIM or the Fund, nor will the Local
Manager be the registered holder of the registered
investments of MSIM 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 necessary to provide the
services 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. The fee currently paid by
MSIM to the Local Manager in respect of each
Portfolio is set forth on Schedule A, as may be
amended from time to time.
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 MSIM
performing services for MSIM contemplated hereby
and directors, officers and employees of the Local
Manager and such affiliates.
Each Portfolio shall be severally (and not
jointly) liable for its own fees, costs, expenses and
other liabilities attributable to such Portfolio, and no
Portfolio shall be responsible for any liabilities in
connection with any other Portfolio.
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 with
respect to each Portfolio for an initial period of up to
two years from the effective date set forth opposite
such Portfolio's name on Schedule A hereto, 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 Portfolio 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 with respect to a Portfolio, without the payment
of any penalty, by MSIM, by the Board of Directors
of the Fund or by vote of a majority of the
outstanding voting securities of the Portfolio, or by
the Local Manager, on sixty days' written notice to
the other party. This Agreement shall automatically
terminate with respect to a Portfolio in the event of
its assignment or in the event of the termination of
the Advisory Agreement of such Portfolio. Any
termination shall be without prejudice to the
completion of transactions already initiated.
ARTICLE VIII
AMENDMENTS TO THIS AGREEMENT
This Agreement may be amended with
respect to a Portfolio 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 Portfolio 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 MANAGEMENT INC.
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: President
XXXXXX XXXXXXX INVESTMENT MANAGEMENT COMPANY
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Managing Director
SCHEDULE A
As of September 17, 2014
Name of Portfolio
Effective Date of Agreement and
any amendments entered into
prior to June 30, 2009
Fee
Asian Equity Portfolio
Effective Date: 12/08/10
MSIM will pay the Local
Manager on a monthly basis
an aggregate amount equal to
50% of the net advisory fees
MSIM receives from the Fund
during such period, after
taking into account any fee
waivers.
Emerging Markets Leaders
Portfolio
Effective Date: 09/17/14
The Fund may have portfolio
managers from one or more
sub-advisers and from MSIM.
MSIM will retain 50% of the
net advisory fees it receives
from the Fund, after taking
into account any fee waivers.
The remaining 50% will be
split among MSIM, the Local
Manager and any other sub-
adviser, and paid out on a
monthly basis, (i) with respect
to the Local Manager and
MSIM, based on the relative
percentage of assets under
management of the funds and
accounts in the strategy
managed by each of the Local
Manager and MSIM,
respectively, and (ii) with
respect to each other sub-
adviser, based on the services
provided by each other sub-
adviser, as may be determined
periodically.
Emerging Markets Portfolio
Effective Date: 04/25/06
The Fund may have portfolio
managers from one or more
sub-advisers and from MSIM.
MSIM will retain 50% of the
net advisory fees it receives
from the Fund, after taking
into account any fee waivers.
The remaining 50% will be
split among MSIM, the Local
Manager and any other sub-
adviser, and paid out on a
monthly basis, (i) with respect
to the Local Manager and
MSIM, based on the relative
percentage of assets under
management of the funds and
accounts in the strategy
managed by each of the Local
Manager and MSIM,
respectively, and (ii) with
respect to each other sub-
adviser, based on the services
provided by each other sub-
adviser, as may be determined
periodically.
Global Franchise Portfolio
Effective Date: 04/23/09
The Fund may have portfolio
managers from one or more
sub-advisers and from
MSIM. Effective September
1, 2010, MSIM will retain
50% of the net advisory fees
it receives from the Fund,
after taking into account any
fee waivers. The remaining
50% will be split between
MSIM, the Local Manager
and any other sub-adviser,
and paid out on a monthly
basis, based on relative
percentage of the "total
amount of compensation" of
each of the Fund's portfolio
managers. The "total amount
of compensation" is
comprised of base salary, plus
cash bonus, plus long-term
incentive compensation.
Global Quality Portfolio
Effective Date: 05/30/13
The Fund may have portfolio
managers from one or more
sub-advisers and from
MSIM. MSIM will retain
50% of the net advisory fees
it receives from the Fund,
after taking into account any
fee waivers. The remaining
50% will be split between
MSIM, the Local Manager
and any other sub-adviser,
and paid out on a monthly
basis, based on relative
percentage of the "total
amount of compensation" of
each of the Fund's portfolio
managers. The "total amount
of compensation" is
comprised of base salary, plus
cash bonus, plus long-term
incentive compensation.
Global Real Estate Portfolio
Effective Date: 04/25/06
The Fund may have portfolio
managers from one or more
sub-advisers and from MSIM.
Effective January 1, 2009,
MSIM will retain 50% of the
net advisory fees it receives
from the Fund, after taking
into account any fee waivers.
The remaining 50% will be
split between MSIM, the
Local Manager and any other
sub-adviser, and paid out on a
monthly basis, based on the
relative percentage of assets
under management of the
Fund managed by the Local
Manager, each other sub-
adviser and MSIM, as may be
determined periodically.
International Equity Portfolio
Effective Date: 04/01/09
The Fund may have portfolio
managers from one or more
sub-advisers and from
MSIM. Effective September
1, 2010, MSIM will retain
50% of the net advisory fees
it receives from the Fund,
after taking into account any
fee waivers. The remaining
50% will be split between
MSIM, the Local Manager
and any other sub-adviser,
and paid out on a monthly
basis, based on relative
percentage of the "total
amount of compensation" of
each of the Fund's portfolio
managers. The "total amount
of compensation" is
comprised of base salary, plus
cash bonus, plus long-term
incentive compensation.
International Real Estate Portfolio
Effective Date: 04/25/06
The Fund may have portfolio
managers from one or more
sub-advisers and from MSIM.
Effective January 1, 2009,
MSIM will retain 50% of the
net advisory fees it receives
from the Fund, after taking
into account any fee waivers.
The remaining 50% will be
split between MSIM, the
Local Manager and any other
sub-adviser, and paid out on a
monthly basis, based on the
relative percentage of assets
under management of the
Fund managed by the Local
Manager, each other sub-
adviser and, as may be
determined periodically.
Select Global Infrastructure
Portfolio
Effective Date: 06/18/10
The Fund may have portfolio
managers from one or more
sub-advisers and from MSIM.
MSIM will retain 50% of the
net advisory fees it receives
from the Fund, after taking
into account any fee waivers.
The remaining 50% will be
split between MSIM, the
Local Manager and any other
sub-adviser, and paid out on a
monthly basis, based on the
relative percentage of assets
under management of the
Fund managed by the Local
Manager, each other sub-
adviser and, as may be
determined periodically.
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AMR #123072-v3A
