77Q1
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 May 29, 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
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
between 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 managed by
members of the
portfolio
management team
in the funds and
separate accounts
that it oversees in
each location 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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Sch. A-1
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AMR #123072-v3A
