Exhibit 2(g)
MANAGEMENT AGREEMENT
AGREEMENT dated as of May 7, 1999, between The Asia Pacific Fund, Inc.
("Fund"), a Maryland corporation registered under the Investment Company Act of
1940 ("xxx 0000 Xxx"), and Baring Asset Management (Asia) Limited, a Hong Kong
corporation ("Investment Manager")
1. INVESTMENT MANAGER
1.1. The Investment Manager will manage, in accordance with the Fund's
stated investment objective, policies and limitations and subject to the
supervision of the Fund's Board of Directors, the Fund's investments and make
investment decisions on behalf of the Fund, including the selection of and
placing of orders with brokers and dealers to execute portfolio transactions on
behalf of the Fund.
1.2. The Fund will pay the Investment Manager a fee at the annual rate
of 1.10% of the Fund's average weekly net assets up to U.S. $50 million, 0.90%
of such amounts between U.S. $50 million and U.S. 100 million and 0.70% of such
amounts in excess of U.S. $100 million, computed on the basis of net asset value
at the end of each week and payable at the end of each calendar month.
2. EXPENSES. The Investment Manager shall bear all expenses of its
employees and overhead incurred by it in connection with its duties under this
Agreement and shall pay all salaries and fees of the Fund's directors and
officers who are interested persons (as defined in the 0000 Xxx) of the
Investment Manager. The Fund will bear all of its own expenses, including fees
of the Fund's directors who are not interested persons (as defined in the 0000
Xxx)xx any other party; out-of-pocket travel expenses for all directors and
other expenses incurred by the Fund in connection with meetings of directors;
interest expense; taxes and government fees; brokerage commissions and other
expenses incurred in acquiring or disposing of the Fund's portfolio securities;
expenses of preparing stock certificates; expenses in connection with the
issuance, offering, distribution, sale or underwriting of securities issued by
the Fund; expenses of registering and qualifying the Fund's shares for sale with
the Securities and Exchange Commission and in various states and foreign
jurisdictions; auditing, accounting, insurance and legal costs; custodian,
dividend disbursing and transfer agent expenses; expenses of obtaining and
maintaining stock exchange listings of the Fund's shares; and the expenses of
shareholders' meetings and of the preparation and distribution of proxies and
reports to shareholders.
3. LIABILITY AND INDEMNITY. The Investment Manager shall not be liable
for any error of judgment or for any loss suffered by the Fund in connection
with the matters to which this Agreement relates, except a loss resulting from a
breach of fiduciary duty with respect to receipt of compensation for services
(in which case any award of damages shall be limited to the period and the
amount set forth in Section 36(b)(3) of the 0000 Xxx) or a loss resulting from
willful misfeasance, bad faith or gross negligence on its part in the
performance of, or from reckless disregard by it of its obligations and duties
under, this Agreement. The Fund agrees to indemnify and hold harmless the
Investment Manager and its directors, officers and controlling persons against
reasonable legal expenses incurred by each of them in such a successful defense
against any claims to which the Investment Manager or such person may become
subject that arises out of or is based upon the services to be performed by the
Investment Manager under this Agreement.
4. SERVICES NOT EXCLUSIVE. It is understood that the services of the
Investment Manager are not deemed to be exclusive, and nothing in this Agreement
shall prevent the Investment Manager, or any of its affiliates, from providing
similar services to other investment companies and other clients (whether or not
their investment objectives and policies are similar to those of the Fund) or
from engaging in other activities. When other clients of the Investment Manager
desire to purchase or sell a security at the same time such security is
purchased or sold for the Fund, such purchases and sales will be allocated among
such clients and the Fund in a manner believed by the Investment Manager to be
equitable to such clients and the Fund.
5. DURATION AND TERMINATION. This Agreement shall be effective for a
period of twelve months from its execution and shall continue in effect for
successive periods of twelve months thereafter, provided that each such
continuance shall be specifically approved annually by the vote of a majority 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 either
(a) the vote of a majority of the outstanding voting securities of the Fund, or
(b) the vote of a majority of the Fund's Board of Directors. Notwithstanding the
foregoing, this Agreement may be terminated by the Fund, without the payment of
any penalty, upon vote of a majority of the Fund's Board of Directors or a
majority of the outstanding voting securities of the Fund, at any time upon not
less than 60 day's prior written notice to the Investment Manager, or by the
Investment Manager upon not less than 90 days' written notice to the Fund. This
Agreement shall automatically terminate in the event of its assignment (as
defined in the 1940 Act).
6. MISCELLANEOUS.
6.1. This Agreement shall be construed in accordance with the laws of
the State of New York, provided that nothing herein shall be construed as being
inconsistent with the 1940 Act and any rules, regulations and orders thereunder.
6.2. The captions in this Agreement are included for convenience only
and in no way define or delimit any of the provisions hereof or otherwise affect
their construction or effect.
6.3. If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby and, to that extent, the provisions of the
Agreement shall be deemed to be severable.
6.4. Nothing herein shall be construed as constituting any party an
agent of the Fund or of any other party.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
THE ASIA PACIFIC FUND, INC.
By:/s/ Xxxxxx X. Xxxxx
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Vice President
BARING ASSET MANAGEMENT
(ASIA) LIMITED
By:/s/ Xxxxxxxxxxx Xxxxxx
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Director
