MANAGEMENT AGREEMENT
AGREEMENT made as of the day of , 199 , by and between TCW/DW
Emerging Markets Opportunities Trust, an unincorporated business trust
organized under the laws of the Commonwealth of Massachusetts (hereinafter
called the "Fund"), and Xxxx Xxxxxx Services Company Inc., a Delaware
corporation (hereinafter called the "Manager"):
WHEREAS, The Fund intends to engage in business as a closed-end management
investment company and is registered as such under the Investment Company Act
of 1940, as amended (the "Act"); and
WHEREAS, The Fund desires to retain the Manager to render services in the
manner and on the terms and conditions hereafter set forth; and
WHEREAS, The Manager desires to be retained to perform services on said
terms and conditions:
Now, Therefore, this Agreement
W I T N E S S E T H:
that in consideration of the premises and the mutual covenants hereinafter
contained, the Fund and the Manager agree as follows:
1. The Fund hereby retains the Manager to act as manager of the Fund and,
subject to the supervision of the Trustees, to supervise the business affairs
of the Fund as hereinafter set forth. Without limiting the generality of the
foregoing, the Manager shall (i) administer the Fund's business affairs and
supervise the overall day-to-day operations of the Fund (other than rendering
investment advice); (ii) provide the Fund with full administrative services,
including the maintenance of certain books and records, such as journals,
ledger accounts and other records required under the Act, the notification to
the Fund's investment adviser of available funds for investment, the
reconciliation of account information and balances among the Fund's
custodian, transfer agent and dividend disbursing agent and the Fund's
investment adviser, and the calculation of the net asset value of the Fund's
shares; (iii) provide the Fund with the services of persons competent to
perform such supervisory, administrative and clerical functions as are
necessary to provide effective operation of the Fund; (iv) oversee the
performance of administrative and professional services rendered to the Fund
by others, including its custodian, transfer agent and dividend disbursing
agent, as well as accounting, auditing and other services; (v) provide the
Fund with adequate general office space and facilities; and (vi) assist in
the preparation and the printing of the periodic updating of the Fund's
registration statement and prospectus, tax returns, proxy statements, and
reports to its shareholders, the Securities and Exchange Commission and the
New York Stock Exchange.
2. The Manager shall, at its own expense, maintain such staff and employ
or retain such personnel and consult with such other persons as it shall from
time to time determine to be necessary or useful to the performance of its
obligations under this Agreement. Without limiting the generality of the
foregoing, the staff and personnel of the Manager shall be deemed to include
persons employed or otherwise retained by the Manager to furnish services,
statistical and other factual data, information with respect to technical and
scientific developments, and such other information, advice and assistance as
the Manager may desire. The Manager shall, as agent for the Fund, maintain
the Fund's records and books of account (other than those maintained by the
Fund's transfer agent, registrar, custodian and other agencies). All such
books and records so maintained shall be the property of the Fund and, upon
request therefor, the Manager shall surrender to the Fund such of the books
and records so requested.
3. The Fund will, from time to time, furnish or otherwise make available
to the Manager such financial reports, proxy statements and other information
relating to the business and affairs of the Fund as the Manager may
reasonably require in order to discharge its duties and obligations
hereunder.
4. The Manager shall bear the cost of rendering the administrative
services to be performed by it under this Agreement, and shall, at its own
expense, pay the compensation of the Trustees, officers and employees, if
any, of the Fund who are also directors, officers or employees of the
Manager, and provide such office space, facilities and equipment and such
clerical help and bookkeeping services as the Fund
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shall reasonably require in the conduct of its business. The Manager shall
also bear the cost of telephone service, heat, light, power and other
utilities provided to the Fund.
5. The Fund assumes and shall pay or cause to be paid all other expenses
of the Fund (except expenses borne by the Fund's investment adviser pursuant
to an investment advisory agreement with the Fund), including without
limitation: fees pursuant to any investment advisory agreement into which the
Fund may enter; fees pursuant to any Plan of distribution the Fund may adopt;
the charges and expenses of any registrar, any custodian or depository
appointed by the Fund for the safekeeping of its cash, portfolio securities
or commodities and other property, and any stock transfer or dividend agent
or agents appointed by the Fund; brokers' commissions chargeable to the Fund
in connection with portfolio transactions to which the Fund is a party; all
taxes, including securities or commodities issuance and transfer taxes, and
fees payable by the Fund to federal, state or other governmental agencies;
the cost and expense of engraving or printing of certificates representing
shares of the Fund; all costs and expenses in connection with the
registration and maintenance of registration of the Fund and its shares with
the Securities and Exchange Commission and various states and other
jurisdictions (including filing fees and legal fees and disbursements of
counsel and the costs and expenses of preparing, printing, including
typesetting, and distributing prospectuses for such purposes); all expenses
of shareholders' and Trustees' meetings and of preparing, printing and
mailing proxy statements and reports to shareholders; fees and travel
expenses of Trustees or members of any advisory board or committee who are
not employees of the Manager or the Fund's investment adviser or any
corporate affiliate of either of them; all expenses incident to the payment
of any dividend or distribution program; charges and expenses of any outside
service used for pricing of the Fund's shares; charges and expenses of legal
counsel, including counsel to the Trustees of the Fund who are not interested
persons (as defined in the Act) of the Fund or the Manager or the Fund's
investment adviser, and of independent accountants, in connection with any
matter relating to the Fund; membership dues of industry associations; fees
and expenses incident to the listing of the Fund's shares on any stock
exchange; interest payable on Fund borrowings; postage; insurance premiums on
property or personnel (including officers and Trustees) of the Fund which
inure to its benefit; extraordinary expenses (including, but not limited to,
legal claims and liabilities and litigation costs and any indemnification
related thereto); and all other charges and costs of the Fund's operation
unless otherwise explicitly provided herein.
6. For the services to be rendered, the facilities furnished, and the
expenses assumed by the Manager, the Fund shall pay to the Manager monthly
compensation, commencing on the day following commencement of operations of
the Fund, determined by applying the annual rate of 0.75% to the Fund's
average daily net assets. Except as hereinafter set forth, compensation under
this Agreement shall be calculated and accrued daily and the amounts of the
daily accruals shall be paid monthly as promptly as possible for the
preceding month. Such calculations shall be made by applying 1/365ths of the
annual rates to the Fund's net assets each day determined as of the close of
business on that day or the last previous business day. If this Agreement
becomes effective subsequent to the first day of a month or shall terminate
before the last day of a month, compensation for that part of the month this
Agreement is in effect shall be prorated in a manner consistent with the
calculation of the fees as set forth above.
7. The Manager will use its best efforts in the management of the Fund,
but in the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations hereunder, the Manager shall not be
liable to the Fund or any of its investors for any error of judgment or
mistake of law or for any act or omission by the Manager or for any losses
sustained by the Fund or its investors. The Manager shall be indemnified by
the Fund as an agent of the Fund in accordance with the terms of Section 4.8
of the Fund's By-laws.
8. Nothing contained in this Agreement shall prevent the Manager or any
affiliated person of the Manager from acting as manager for any other person,
firm or corporation. Nothing in this Agreement shall limit or restrict the
right of any Trustee, officer or employee of the Manager to engage in any
other business or to devote his time and attention in part to the management
or other aspects of any other business whether of a similar or dissimilar
nature.
9. This Agreement shall remain in effect until April 30, 1999 and from
year to year thereafter provided such continuance is approved at least
annually by the Board of Trustees of the Fund; provided
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that such continuance is also approved annually by a vote of a majority of
the Trustees of the Fund who are not parties to this Agreement or "interested
persons" (as defined in the Act) of any such party; provided, however, that
the Fund, acting by majority vote of the Trustees, or the Manager may, at any
time and without the payment of any penalty, terminate this Agreement upon
thirty days' written notice to the other party. Any notice under this
Agreement shall be given in writing, addressed and delivered, or mailed
post-paid, to the other party at the principal office of such party.
10. This Agreement may be amended or modified by the parties by a written
agreement executed by both parties and authorized or approved by resolution
of the Board of Trustees of the Fund.
11. This Agreement may be assigned by either party with the written
consent of the other party.
12. This Agreement shall be construed in accordance with the laws of the
State of New York and the applicable provisions of the Act. To the extent the
applicable law of the State of New York, or any of the provisions herein,
conflict with the applicable provisions of the Act, the latter shall control.
13. The Fund acknowledges that the Manager owns its own name, initials and
logo. The Fund agrees to change its name at the request of the Manager if
this Agreement is terminated for any reason.
14. The Amended and Restated Declaration of Trust establishing TCW/DW
Emerging Markets Opportunities Trust, dated , 1998, a copy of which,
together with all amendments thereto (the "Declaration"), is on file in the
office of the Secretary of the Commonwealth of Massachusetts, provides that
the name TCW/DW Emerging Markets Opportunities Trust refers to the Trustees
under the Declaration collectively as Trustees, but not as individuals or
personally; and no Trustee, shareholder, officer, employee or agent of TCW/DW
Emerging Markets Opportunities Trust shall be held to any personal liability,
nor shall resort be had to their private property for the satisfaction of any
obligation or claim or otherwise, in connection with the affairs of said
TCW/DW Emerging Markets Opportunities Trust, but the Trust Estate only shall
be liable.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written in New York, New York.
TCW/DW EMERGING MARKETS OPPORTUNITIES
TRUST
By ............................
Attest:
...................................
XXXX XXXXXX SERVICES COMPANY INC.
By ............................
Attest:
...................................
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