Exhibit (g)(A)
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MANAGEMENT AGREEMENT
Agreement dated and effective as of May 5, 2000 between THE EMERGING
MARKETS INCOME FUND II INC, a Maryland corporation (herein referred to as the
"Fund"), and PIMCO Advisors L.P., a Delaware limited partnership (herein
referred to as the "Investment Manager").
1. Appointment of Investment Manager. The Investment Manager
hereby undertakes and agrees, upon the terms and conditions herein set forth, to
(i) supervise the Fund's investment program, including advising and consulting
with the Fund's Board of Directors and Salomon Brothers Asset Management Inc
(the "Investment Adviser") regarding the Fund's overall investment strategy;
(ii) advise the Fund and the Investment Adviser with respect to all matters
relating to the Fund's use of leveraging techniques, including the extent and
timing of the Fund's use of such techniques; (iii) consult with the Investment
Adviser on a regular basis regarding the Investment Adviser's decisions
concerning the purchase, sale or holding of particular securities; (iv) provide
access on a continuous basis to economic, financial and political information,
research and assistance; (v) consult with the Investment Adviser and the Fund
with respect to emerging trends and developments in the international community
with particular emphasis on opportunities for emerging market country entities;
(vi) consult with the Investment Adviser and the Fund with respect to
international political, financial and social developments, particularly those
relating to emerging market countries; (vii) pay the salaries,
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fees and expenses of such of the Fund's officers, directors or employees as are
directors, officers or employees of the Investment Manager or any of its
affiliates. In addition, the Investment Manager hereby undertakes and agrees to
appoint Salomon Brothers Asset Management Inc as investment adviser to (a) make,
in consultation with the Investment Manager and the Fund's Board of Directors,
investment strategy decisions for the Fund, (b) manage the investing and
reinvesting of the Fund's assets, (c) place purchase and sale orders on behalf
of the Fund, (d) provide research and statistical data to the Fund in relation
to investing and other matters within the scope of the investment objectives and
limitations of the Fund and (e) provide the following services: (i) compliance
with the rules and regulations of the Securities and Exchange Commission (the
"SEC"), including record keeping, reporting requirements and preparation of
registration statements and proxies; (ii) supervision of Fund operations,
including coordination of functions of the transfer agent, custodian,
accountants, counsel and other parties performing services or operational
functions for the Fund, (iii) administrative and clerical services, including
accounting services and maintenance of books and records and (iv) services to
Fund shareholders, including responding to shareholder inquiries and maintaining
a flow of information to shareholders. The Investment Adviser shall have the
sole ultimate discretion over investment decisions for the Fund.
2. In connection herewith, the Investment Manager agrees to
maintain a staff within its organization to furnish the above services to the
Fund and to the Investment Adviser. The
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Investment Manager shall bear all expenses arising out of its duties hereunder.
Except as provided in Section 1 hereof and subparagraph 3(a) of the Investment
Advisory and Administration Agreement among the Investment Adviser, the
Investment Manager and with respect to certain sections, the Fund (the "Advisory
and Administration Agreement"), the Fund shall be responsible for all of the
Fund's expenses and liabilities, including organizational and offering expenses
(which include out-of-pocket expenses, but not overhead or employee costs of the
Investment Manager and the Investment Adviser); expenses for legal, accounting
and auditing services; taxes and governmental fees; dues and expenses incurred
in connection with membership in investment company organizations; fees incurred
in connection with listing the Fund's shares on any stock exchange; expenses of
leverage; costs of printing and distributing shareholder reports, proxy
materials, prospectuses, stock certificates and distribution of dividends;
charges of the Fund's custodians and sub-custodians, administrators and
sub-administrators, registrars, transfer agents, dividend disbursing agents and
dividend reinvestment plan agents; payment for portfolio pricing services to a
pricing agent, if any; registration and filing fees of the SEC; expenses of
registering or qualifying securities of the Fund for sale in the various states;
freight and other charges in connection with the shipment of the Fund's
portfolio securities; fees and expenses of non-interested directors; travel
expenses or an appropriate portion thereof of directors and officers of the Fund
who are directors, officers or employees of the Investment
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Manager or the Investment Adviser to the extent that such expenses relate to
attendance at meetings of the Board of Directors or any committee thereof;
salaries of shareholder relations personnel; costs of shareholders meetings; the
fees of any rating agencies retained to rate any preferred stock or debt
securities issued by the Fund; insurance; interest; brokerage costs; and
litigation and other extraordinary or non-recurring expenses.
1. Remuneration. In consideration of the services to be
rendered by the Investment Manager under this Agreement, the Fund shall pay the
Investment Manager a monthly fee in United States dollars on the fifth business
day of each month for the previous month at an annual rate of 1.20% of the
Fund's average weekly net assets. If the fee payable to the Investment Manager
pursuant to this paragraph 3 begins to accrue before the end of any month or if
this Agreement terminates before the end of any month, the fee for the period
from such date to the end of such month or from the beginning of such month to
the date of termination, as the case may be, shall be prorated according to the
proportion which such period bears to the full month in which such effectiveness
or termination occurs. For purposes of calculating each such monthly fee, the
value of the Fund's net assets shall be computed at the time and in the manner
specified in the Registration Statement. Compensation of the Investment Adviser
for services provided under the Advisory and Administration Agreement is the
sole responsibility of the Investment Manager.
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2. Representations and Warranties. The Investment Manager
represents and warrants that it is duly registered and authorized as an
investment adviser under the Investment Advisers Act of 1940, as amended, and
the Investment Manager agrees to maintain effective all requisite registrations,
authorizations and licenses, as the case may be, until the termination of this
Agreement.
3. Services Not Deemed Exclusive. The services provided
hereunder by the Investment Manager are not to be deemed exclusive and the
Investment Manager and any of its affiliates or related persons are free to
render similar services to others and to use the research developed in
connection with this Agreement for other clients or affiliates. Nothing herein
shall be construed as constituting the Investment Manager an agent of the
Investment Adviser or of the Fund.
4. Limit of Liability. The Investment Manager shall exercise
its best judgment in rendering the services in accordance with the terms of this
Agreement. The Investment Manager shall not be liable for any error of judgment
or mistake of law or for any act or omission or any loss suffered by the Fund in
connection with the matters to which this Agreement relates, provided that
nothing herein shall be deemed to protect or purport to protect the Investment
Manager against any liability to the Fund or its shareholders to which the
Investment Manager would otherwise be subject by reason of willful misfeasance,
bad faith or gross negligence on its part in the performance of its duties or
from reckless disregard by it of its obligations and duties under this Agreement
("disabling
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conduct"). The Fund will indemnify the Investment Manager against, and hold it
harmless from, any and all losses, claims, damages, liabilities or expenses
(including reasonable counsel fees and expenses), including any amounts paid in
satisfaction of judgments, in compromise or as fines or penalties, not resulting
from disabling conduct by the Investment Manager. Indemnification shall be made
only following: (i) a final decision on the merits by a court or other body
before whom the proceeding was brought that the Investment Manager was not
liable by reason of disabling conduct, or (ii) in the absence of such a
decision, a reasonable determination, based upon a review of the facts, that the
Investment Manager was not liable by reason of disabling conduct by (a) the vote
of a majority of a quorum of directors of the Fund who are neither "interested
persons" of the Fund nor parties to the proceeding ("disinterested non-party
directors"), or (b) an independent legal counsel in a written opinion. The
Investment Manager shall be entitled to advances from the Fund for payment of
the reasonable expenses incurred by it in connection with the matter as to which
it is seeking indemnification in the manner and to the fullest extent
permissible under law. Prior to any such advance, the Investment Manager shall
provide to the Fund a written affirmation of its good faith belief that the
standard of conduct necessary for indemnification by the Fund has been met and a
written undertaking to repay any such advance if it should ultimately be
determined that the standard of conduct has not been met. In addition, at least
one of the following additional conditions shall be met: (a) the Investment
Manager shall provide a
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security in form and amount acceptable to the Fund for its undertaking; (b) the
Fund is insured against losses arising by reason of the advance; or (c) a
majority of a quorum of disinterested non-party directors, or independent legal
counsel, in a written opinion, shall have determined, based on a review of facts
readily available to the Fund at the time the advance is proposed to be made,
that there is reason to believe that the Investment Manager will ultimately be
found to be entitled to indemnification.
5. Duration and Termination. This Agreement shall remain in
effect until May 5, 2002 and shall continue in effect thereafter for successive
annual periods, 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
Fund's Board of Directors who are not parties to this Agreement or "interested
persons" (as defined in the 0000 Xxx) of any such party, cast in person at a
meeting called for the purpose of voting on such approval, and (ii) a majority
of the Fund's Board of Directors or the holders of a majority of the outstanding
voting securities (as defined in the Investment Company Act of 1940, as amended
(the "1940 Act")) of the Fund.
Notwithstanding the above, this Agreement (a) may nevertheless be
terminated at any time, without penalty, by the Fund's Board of Directors, by
vote of holders of a majority of the outstanding voting securities (as defined
in the 0000 Xxx) of the Fund or by the Investment Manager, upon 60 days' written
notice delivered to each party hereto, and (b) shall automatically be terminated
in the event of its assignment (as
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defined in the 1940 Act). Any such notice shall be deemed given when received by
the addressee.
1. Governing Law. This Agreement shall be governed, construed
and interpreted in accordance with the laws of the State of New York, provided,
however, that nothing herein shall be construed as being inconsistent with the
1940 Act.
2. Notices. Any notice hereunder shall be in writing and
shall be delivered in person or by telex or facsimile (followed by delivery in
person) to the parties at the addresses set forth below.
If to the Fund:
The Emerging Markets Income Fund II Inc
Seven Xxxxx Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
Attn: Xxxxxx Xxxxxxxxx
Assistant Secretary
If to the Investment Manager:
PIMCO Advisors L.P.
c/o PIMCO Funds Distributors LLC
0000 Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
Attn: Xxxxxx X. Xxxxxx
or to such other address as to which the recipient shall have informed the other
party in writing.
Unless specifically provided elsewhere, notice given as provided above
shall be deemed to have been given, if by personal delivery, on the day of such
delivery, and, if by telex or facsimile and mail, on the date on which such
telex or facsimile is sent.
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1. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed to be an original, but all of
which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto caused their duly authorized
signatories to execute this Agreement as of the day and year first written
above.
THE EMERGING MARKETS INCOME FUND II INC
By:________________________________
Name:
Title:
PIMCO ADVISORS L.P.
By:________________________________
Name:
Title:
