EXHIBIT (2)(g)(1)
FUND INVESTMENT AGREEMENT
THIS FUND INVESTMENT AGREEMENT ("Agreement") is dated as of June 1, 1997 by
and between XXXXXX XXXXXXX ASSET MANAGEMENT INC. (the "Manager"), a Delaware
corporation, with its principal office located at 0000 Xxxxxx xx xxx Xxxxxxxx,
Xxx Xxxx, Xxx Xxxx 00000 and THE THAI FUND, INC. (the "Fund"), a Maryland
corporation, with its principal office located at c/o Morgan Xxxxxxx Asset
Management, Inc., 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
WITNESSETH:
WHEREAS, the Manager has experience and expertise in the management of
assets, securities trading and investment research; and
WHEREAS, the Manager and the Fund desire that the Manager render investment
management services to the Fund, on the terms and conditions hereinafter set
forth.
NOW THEREFORE, the parties hereto agree as follows:
1. Definitions
1.1 "Board of Directors" means the Board of Directors of the Fund.
1.2 "Initial Fund Investment Date" shall have the meaning ascribed thereto
in Section 2.5.
1.3 "Investment Company Act" means the U.S. Investment Company Act of 1940,
as amended.
1.4 "Investment Contract" means the agreement dated as of the date first
written above between the Fund and the Thai Manager.
2. Services to be rendered by the Manager
2.1 The Manager hereby undertakes and agrees, upon the terms and conditions
herein set forth, to, make investment decisions for the Fund, to prepare and
make available to the Fund research and statistical data in connection
therewith, and to supervise the acquisition and disposition of securities by the
Fund, including the selection of brokers or dealers to carry out the
transactions, all in accordance with the Fund's investment objectives and
policies and in accordance with guidelines and directions from the Fund's Board
of Directors.
2.2 The Manager hereby further undertakes and agrees (i) to assist the Fund
as it may reasonably request in the conduct of its business, subject to the
direction and control of the Board of Directors; (ii) to maintain or cause to be
maintained for the Fund all books and records required under the Investment Fund
Act to the extent that such books and records are not maintained or furnished by
the administrator, custodian or other agents of the Fund; (iii) to furnish at
the Manager's expense for the use of the Fund such office space and facilities
as the Fund may require for its reasonable needs in the City of New York, and to
furnish at the Manager's expense clerical services in the United States related
to research, statistical and investment work; and (iv) to pay the reasonable
salaries, fees and expenses of such of the Fund's officers and employees
(including the Fund's share of U.S. payroll taxes) and any fees
and expenses of such of the Fund's directors as are directors, officers or
employees of the Manager; provided, however, that the Fund, and not the Manager,
shall bear travel expenses of directors and officers of the Fund who are
managing directors, officers or employees of the Manager to the extent that such
expenses relate to attendance at meetings of the Board of Directors or any
committees thereof.
2.3 The Manager shall bear all expenses arising out of its duties hereunder
but shall not be responsible for any expenses of the Fund other than those
specifically allocated to the Manager in paragraphs 2.1, 2.2, 2.3 and 2.4. In
particular, but without limiting the generality of the foregoing, the Manager
shall not be responsible, except to the extent of the compensation of such of
the Fund's employees as are managing directors, officers or employees of the
Manager whose services may be involved, for the following expenses with respect
to the Fund: organization expenses of the Fund (including out-of-pocket
expenses); fees, dues and expenses incurred by the Fund in connection with
membership in investment company organizations; fees and expenses of the Fund's
custodians, transfer agents and registrars; payment for portfolio pricing
services to a pricing agent, if any; expenses of preparing share and other
certificates of the Fund, and other expenses, including but not limited to stamp
duties, in connection with the issuance, offering, distribution, sale or
underwriting of securities issued by the Fund; expenses of registering or
qualifying securities of the Fund for sale; expenses relating to investor and
public relations; freight, insurance and other charges in connection with the
shipment of the Fund's portfolio securities; brokerage commissions, stamp duties
or other costs of acquiring or disposing of any portfolio securities of the
Fund; expenses of preparing and distributing reports and notices to the Fund,
the Fund's Board of Directors, the Fund's Administrators, the Manager and the
Fund's stockholders, and expenses of communications among such persons (other
than by the Fund's stockholders); expenses of dividends and distributions to the
Fund and the Fund's stockholders; costs of stationery; expenses incurred in
preparing and publishing notices; costs of stockholders' and other meetings;
litigation expenses; legal fees and expenses of counsel (United States and
Thailand) to the Fund and, if such counsel are retained by the Fund's directors
who are not "interested persons" of the Fund, of such counsel; fees and expenses
of independent accountants of the Fund; or expenses relating to the Fund's
dividend reinvestment and cash purchase plan.
2.4 In connection with the rendering of services required under paragraphs
2.1, 2.2 and 2.3 above, the Manager may contract with or consult with such
banks, other securities firms or other parties in Thailand or elsewhere as it
may deem appropriate to obtain information and advice, including investment
recommendations, advice regarding economic factors and trends, advice as to
currency exchange matters, and clerical and accounting services and other
assistance, but any fee, compensation or expenses to be paid to any such parties
shall be paid by the Manager, and no obligation shall be incurred on the Fund's
behalf in any such respect.
2.5 The Fund agrees to pay in United States dollars to the Manager, as full
compensation for the services rendered and expenses borne by the Manager
hereunder, a monthly fee, payable, except as provided below, on the first New
York business day of each month following the day on which such payment is
computed, equal to 1/12 of 0.90% of the value of the average weekly net assets
of the Fund up to and including $50 million, plus 1/12 of 0.70% of the value of
the next $50 million of the average weekly net assets of the Fund, plus 1/12 of
0.50% of the value of the average weekly net assets of the Fund over $100
million. The weekly net assets of the Funds for a month shall be determined as
of the close of business in New York on the last New York Stock Exchange
business day of each week where such last business day falls within one month,
and be averaged by dividing the total of such weekly net assets by such number
of such weeks in such month. Such fee shall be payable and be computed beginning
upon the termination of the Investment Contract (the "Initial Fund Investment
Date") until the termination of this Agreement for whatever reason. The fee from
the Initial Fund Investment Date to the end of the month during which the
Initial Fund Investment Date occurs shall be pro-rated according to the
proportion which such period bears to the full monthly period. Upon termination
of this Agreement
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before the end of any month, such fee for such part of a month shall be
pro-rated according to the proportion which such period bears to the full
monthly period and shall be payable on the date of termination of this
Agreement. For the purpose of this Agreement, the net assets of the Fund shall
be computed pursuant to the applicable provisions of the Articles of
Incorporation and By-laws of the Fund.
2.6 Nothing herein shall be construed as prohibiting the Manager from
providing investment advisory services to, or entering into investment advisory
agreements with, other clients (including other registered investment
companies), including clients which may invest in securities of Thai issuers, or
from utilizing (in providing such services) information furnished to the Manager
by others.
2.7 The Manager may rely on information reasonably believed by it to be
accurate and reliable. Neither the Manager nor its officers, directors,
employees, agents or controlling persons as defined in the Investment Company
Act shall be subject to any liability for any act or omission, error of judgment
or mistake of law, or for any loss suffered by the Fund, in the course of,
connected with or arising out of any services to be rendered hereunder, except
by reason of willful misfeasance, bad faith or gross negligence on the part of
the Manager in the performance of its duties or by reason of reckless disregard
on the part of the Manager of its obligations and duties under this Agreement.
Any person, even though also employed by the Manager, who may be or may become
an employee of the Fund and paid by the Fund shall be deemed, when acting within
the scope of his employment by the Fund, to be acting in such employment solely
for the Fund and not as an employee or agent of the Manager.
3. Effective Date and Termination
3.1 This Agreement shall become effective on the date hereof; shall remain
in effect for a period of two years from the date hereof and shall continue in
effect thereafter, but only so long as such continuance is specifically approved
at least annually by the affirmative vote of (i) a majority of the members of
the Board of Directors who are not interested persons of the Fund or the
Manager, cast in person at a meeting called for the purpose of voting on such
approval, and (ii) a majority of the Board of Directors or the holders of a
majority of the outstanding voting securities of the Fund. This Agreement may
nevertheless be terminated at any time, without any penalty, by the Fund's Board
of Directors or by vote of holders of a majority of the outstanding voting
securities of the Fund, or by the Manager, upon 60 days' written notice
delivered or sent by registered mail, postage prepaid, to the other parties
hereto, at their respective addresses given above or at any other address of
which any shall have notified the others in writing. This Agreement shall
automatically be terminated in the event of its assignment, provided that an
assignment to a corporate successor to all or substantially all of the Manager's
business or to a wholly-owned subsidiary of such corporate successor which does
not result in a change of actual control or management of the Manager's business
shall not be deemed to be an assignment for purposes of this Agreement. Any
notice shall be deemed given when received by the addressee.
3.2 This Agreement may not be transferred, assigned, sold or in any manner
hypothecated or pledged by either party hereto other than as permitted pursuant
to Section 3.1 hereof. It may be amended by mutual agreement, but only after
authorization of such amendment by the affirmative vote of (i) the holders of a
majority of the outstanding voting securities of the Fund; and (ii) a majority
of the members of the Board of Directors who are not interested persons of the
Fund or the Manager, cast in person at a meeting called for the purpose of
voting on such approval.
4. Governing Law
This Agreement shall be construed in accordance with the laws of the State
of New York, provided, however, that nothing herein shall be construed as being
inconsistent with the Investment
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Company Act. As used herein, the terms "interested person", "assignment", and
"vote of a majority of the outstanding voting securities' shall have the
meanings set forth in the Investment Company Act.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers or representatives thereunto duly
authorized, all as of the date first above written.
XXXXXX XXXXXXX ASSET MANAGEMENT INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Principal and General Counsel
THE THAI FUND, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Secretary
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