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EXHIBIT C(2)
INVESTMENT MANAGEMENT AGREEMENT
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AGREEMENT made as of the 15th day of September, 0000, xxxxxxx XXXXXXXXX
XXXXXXX OPPORTUNITIES FUND, INC. (hereinafter referred to as the "Company"),
and XXXXXXXXX INVESTMENT MANAGEMENT (SINGAPORE) PTE. LTD. (hereinafter referred
to as the "Manager").
In consideration of the mutual agreements herein made, the Company and the
Manager understand and agree as follows:
(1) The Manager agrees, during the life of this Agreement, to furnish the
Company with investment research and advice and continuously to furnish the
Company with an investment program for the assets of the Company consistent
with the provisions of the Articles of Incorporation of the Company and the
investment policies adopted and declared by the Company's Board of Directors.
It is understood that all acts of the Manager in performing this Agreement are
performed by it outside the United States.
(2) The Manager is not required to furnish any personnel, overhead items
or facilities for the Company.
(3) The Manager shall be responsible for selecting members of securities
exchanges, brokers and dealers (such members, brokers and dealers being
hereinafter referred to as "brokers") for the execution of the Company's
portfolio transactions consistent with the Fund's brokerage policies and, when
applicable, the negotiation of commissions in connection therewith.
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All decisions and placements shall be made in accordance with the
following principles:
A. Purchase and sale orders will usually be placed with brokers which
are selected by the Manager as able to achieve "best execution" of
such orders. "Best execution" shall mean prompt and reliable
execution at the most favorable security price, taking into
account the other provisions hereinafter set forth. The
determination of what may constitute best execution and price in the
execution of a securities transaction by a broker involves a
number of considerations, including, without limitation, the
overall direct net economic result to the Company (involving both
price paid or received and any commissions and other costs paid),
the efficiency with which the transaction is effected, the ability
to effect the transaction at all where a large block is involved,
availability of the broker to stand ready to execute possibly
difficult transactions in the future, and the financial strength
and stability of the broker. Such considerations are judgmental and
are weighed by the Manager in determining the overall
reasonableness of brokerage commissions.
B. In selecting brokers for portfolio transactions, the Manager shall
take into account its past
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experience as to brokers qualified to achieve "best execution,"
including brokers who specialize in any foreign securities held by
the Company.
C. The Manager is authorized to allocate brokerage and principal
business to brokers who have provided brokerage and research
services, including brokerage and research services regarding
direct investments, as such services are defined in Section 28(e)
of the Securities Exchange Act of 1934 (the "1934 Act"), for the
Company and/or other accounts, if any, for which the Manager
exercises investment discretion (as defined in Section 3(a)(35) of
the 0000 Xxx) and, as to transactions for which fixed minimum
commission rates are not applicable, to cause the Company to pay a
commission for effecting a securities transaction in excess of the
amount another broker would have charged for effecting that
transaction, if the Manager determines in good faith that such
amount of commission is reasonable in relation to the value of the
brokerage and research services provided by such broker, viewed in
terms of either that particular transaction or the Adviser's
overall responsibilities with respect to the Company and the other
accounts, if any, as to which it exercises investment discretion.
In reaching
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such determination, the Manager will not be required to
place or attempt to place a specific dollar value on the
research or execution services of a broker or on the
portion of any commission reflecting either of said
services. In demonstrating that such determinations were
made in good faith, the Manager shall be prepared to show
that all commissions were allocated and paid for purposes
contemplated by the Company's brokerage policy; that the
research services provide lawful and appropriate
assistance to the Manager in the performance of its
investment decision-making responsibilities; and that the
commissions paid were within a reasonable range. Whether
commissions were within a reasonable range shall be based
on any available information as to the level of commission
known to be charged by other brokers on comparable
transactions, but there shall be taken into account (i)
the Company's policy that obtaining a low commission is
deemed secondary to obtaining a favorable securities
price, since it is recognized that usually it is more
beneficial to the Company to obtain a favorable price than
to pay the lowest commission; and (ii) the quality,
comprehensiveness and frequency of research studies
provided for the Manager, which are useful to the
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Manager in performing its advisory activities under this Agreement.
Research services provided by brokers to the Manager are considered
to be in addition to, and not in lieu of, services required to be
performed by the Manager under this Agreement. Research furnished by
brokers through which the Company effects securities transactions
may be used by the Manager for any of its accounts, and not all
research may be used by the Manager for the Company. When execution
of portfolio transactions is allocated to brokers trading on
exchanges with fixed brokerage commission rates, account may be
taken of various services provided by the broker.
(4) The Company agrees to pay to the Manager a monthly fee in dollars at
an annual rate of 1.50% of the Fund's average weekly net assets, payable at the
end of each calendar month.
(5) This Agreement shall become effective on September 15, 1994 and
shall continue in effect until September 15, 1996. If not sooner terminated,
this Agreement shall continue in effect for successive periods of 12 months
each thereafter, provided that each such continuance shall be specifically
approved annually by the vote of a majority of the Company's Board of Directors
who are not parties to this Agreement or "interested persons" (as defined in
Investment Company Act of 1940 (the "1940 Act")) of any such party, cast in
person at a meeting called for the purpose of voting on
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such approval and either the vote of (a) a majority of the outstanding voting
securities of the Company, as defined in the 1940 Act, or (b) a majority of the
Company's Board of Directors as a whole.
(6) Notwithstanding the foregoing, this Agreement may be terminated by
either party at any time, without the payment of any penalty, on sixty (60)
days' written notice to the other party, provided that termination by the
Company is approved by vote of a majority of the Company's Board of Directors
in office at the time or by vote of a majority of the outstanding voting
securities of the Company.
(7) This Agreement will terminate automatically and immediately in the
event of its assignment (as defined in the 1940 Act).
(8) In the event this Agreement is terminated and the Manager no longer
acts as Manager to the Company, the Manager reserves the right to withdraw from
the Company the use of the name "Xxxxxxxxx" or any name misleadingly implying a
continuing relationship between the Company and the Manager or any of its
affiliates.
(9) Except as may otherwise be provided by the 1940 Act, neither the
Manager nor its officers, directors, employees or agents shall be subject to
any liability for any error of judgment, mistake of law, or any loss arising
out of any investment or other act or omission in the performance by the
Manager of its duties under the Agreement or for any loss or damage resulting
from the
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imposition by any government of exchange control restrictions which might
affect the liquidity of the Company's assets, or from acts or omissions of
custodians or securities depositories, or from any war or political act of any
foreign government to which such assets might be exposed, or for failure, on
the part of the custodian or otherwise, timely to collect payments or to
exercise rights with respect to emerging country securities, except for any
liability, loss or damage resulting from willful misfeasance, bad faith or
gross negligence on the Manager's part or by reason of reckless disregard of
the Manager's duties under this Agreement.
(10) It is understood that the services of the Manager are not deemed to
be exclusive, and nothing in this Agreement shall prevent the Manager, or any
affiliate thereof, from providing similar services to other investment
companies and other clients, including clients which may invest in the same
types of securities as the Company, or, in providing such services, from using
information furnished by others. When the Manager determines to buy or sell the
same security for the Company that the Manager or one or more of its affiliates
has selected for clients of its affiliates, the orders for all such security
transactions shall be placed for execution by methods determined by the
Manager, with approval by the Company's Board of Directors, to be impartial and
fair.
(11) This Agreement shall be construed in accordance with the laws of the
State of Maryland, provided that nothing herein shall be construed as being
inconsistent with applicable Federal
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and state securities laws and any rules, regulations and orders thereunder.
(12) 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 this extent, the provisions of this
Agreement shall be deemed to be severable.
(13) Nothing herein shall be construed as constituting the Manager an
agent of the Company.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their duly authorized officers and their respective corporate
seals to be hereunto duly affixed and attested.
TEMPLETON VIETNAM OPPORTUNITIES FUND, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
XXXXXXXXX INVESTMENT MANAGEMENT
(SINGAPORE) PTE. LTD.
By:
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their duly authorized officers and their respective corporate
seals to be hereunto duly affixed and attested.
TEMPLETON VIETNAM OPPORTUNITIES FUND, INC.
By:
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Xxxxxx X. Xxxxxxxx
XXXXXXXXX INVESTMENT MANAGEMENT
(SINGAPORE) PTE. LTD.
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
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