SECONDARY SUB-ADVISORY AGREEMENT
AGREEMENT made as of the 31st day of May, 1997, by and between TCW Funds
Management, Inc., a California corporation ("FMI"), and TCW Asia Limited, a Hong
Kong corporation ("TCW Asia").
WHEREAS, FMI has entered into a Sub-Advisory Agreement with Xxxx Xxxxxx
InterCapital Inc. ("InterCapital") to provide investment advisory services for
the Emerging Markets Portfolio and any subsequently established Portfolio
("Portfolio(s)") of Xxxx Xxxxxx Select Dimensions Investment Series (the
"Fund");
WHEREAS, TCW Asia is registered as an investment adviser under the
Investment Advisers Act of 1940, and engages in the business of acting as an
investment adviser;
WHEREAS, FMI desires to retain the services of TCW Asia to render investment
advisory services for the Portfolio in the manner and on the terms and
conditions hereinafter set forth;
WHEREAS, TCW Asia desires to be retained by FMI to provide such investment
advisory services on said terms and conditions;
NOW, THEREFORE; in consideration of the foregoing recitals and the mutual
covenants and agreements contained herein, the parties agree as follows:
1. Subject to the supervision of FMI, and in accordance with the
investment objective, policies and restrictions set forth in the then current
Registration Statement, which is hereby incorporated by reference, relating
to the Fund which Registration Statement contains a recital of risk factors,
and such investment objective, policies and restrictions from time to time
prescribed by the Trustees of the Fund and communicated by FMI in writing to
TCW Asia, TCW Asia agrees to provide the Portfolio with investment advisory
services including, but not limited to, obtaining and evaluating such
information and advice relating to the economy, securities and commodities
markets and securities and commodities and shall manage the assets of the
Portfolio in a manner consistent with the investment objective and policies
of such Portfolio and shall determine the securities and commodities to be
purchased, acquired, sold or otherwise disposed of by the Portfolio and the
timing of such purchases, acquisitions, sales or dispositions. TCW Asia
agrees to furnish to or place at the disposal of FMI the information,
evaluations, analyses and opinions formulated or obtained by it in performing
its advisory services under this Agreement. FMI and TCW Asia agree to make
their offices and employees available to the other from time to time at
reasonable times to review investment policies of the Portfolio and to
consult with each other. Nothing in this Agreement shall require FMI to
utilize the services of TCW Asia with respect to any specific or minimum
percentage of the assets of the Portfolio.
In the event the Fund establishes another portfolio other than the current
Portfolio with respect to which FMI desires to retain TCW Asia to render
investment advisory services hereunder, FMI shall notify TCW Asia in writing. If
TCW Asia is willing to render such services, it shall notify FMI in writing,
whereupon such other portfolio shall be deemed a Portfolio hereunder.
2. TCW Asia 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 TCW Asia shall be deemed to include
persons employed or otherwise retained by TCW Asia to furnish statistical and
other factual data, advice regarding economic factors and trends,
information, advice and assistance as FMI may desire. TCW Asia shall maintain
whatever records as may be required to be maintained by it under the
Investment Company Act of 1940, as amended (the "Act"), or the Investment
Advisers Act of 1940. All such records so maintained shall be made available
to FMI and the Fund, upon the request of FMI or the Fund. TCW
Asia shall provide all account statements and performance or financial records
as required by United States securities laws. TCW Asia acknowledges that cash
balances and other assets of the Fund will be held by Custodian bank(s)
designated by the Fund.
3. FMI will, from time to time, furnish or otherwise make available to
TCW Asia such financial reports, proxy statements and other information
provided it by the Fund, including investment policies and restrictions from
time to time prescribed by the Trustees of the Fund, relating to the business
and affairs of the Portfolios as TCW Asia may reasonably require in order to
discharge its duties and obligations hereunder or to comply with any
applicable law and regulations. All instructions given by FMI to TCW Asia
shall be in writing and sent to TCW Asia's principal office and shall take
effect upon actual receipt by TCW Asia.
4. For the services to be rendered, FMI, at its own expense, shall pay
TCW Asia monthly compensation, determined by applying the annual rate of
0.50% to the Fund's average daily net assets for which TCW Asia renders
sub-advisory services. For the purpose of calculating such fee, the net asset
value for a month shall be the average of the net asset values for which TCW
Asia provides sub-advisory services as determined for each business day of
the month. If this Agreement becomes effective after the first day of a
month, or terminates before the last day of a month, the foregoing
compensation shall be prorated.
In the event that the aggregate compensation received by FMI from the Fund
for any month is less than that specified above, the compensation payable by FMI
to TCW Asia shall be equal to that received by FMI. The compensation of TCW Asia
is a responsibility of FMI and not a responsibility of the Fund.
5. TCW Asia will use its best efforts in the performance of investment
activities on behalf of the Portfolios, but in the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of its
obligations hereunder, TCW Asia shall not be liable to InterCapital, FMI or
the Fund or any of its investors for any error of judgment or mistake of law
or for any act or omission by TCW Asia or for any losses sustained by the
Portfolios or their investors.
6. It is understood that any of the shareholders, Trustees, officers and
employees of the Fund may be a shareholder, director, officer or employee of,
or be otherwise interested in, TCW Asia and in any person controlled by or
under common control or affiliated with TCW Asia and that TCW Asia and any
person controlled by or under common control or affiliated with TCW Asia may
have an interest in the Fund. It is also understood that TCW Asia and any
affiliated persons thereof or any persons controlled by or under common
control with TCW Asia have and may have advisory, management service or other
contracts with other organizations and persons, and may have other interests
and businesses, and further may purchase, sell or trade any securities or
commodities for their own accounts or for the account of others for whom they
may be acting. Nothing contained in this Agreement shall limit or restrict
TCW Asia or any affiliated person thereof from so acting or engaging in any
other business.
7. This Agreement shall remain in effect until April 30, 1999 and from
year to year thereafter with respect to each Portfolio provided such
continuance with respect to a Portfolio is approved at least annually by the
vote of holders of a majority, as defined in the Act, of the outstanding
voting securities of the Portfolio or by the Trustees of the Fund; provided,
that in either event such continuance is also approved annually by the 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,
which vote must be cast in person at a meeting called for the purpose of
voting on such approval; provided, however, that (a) the Fund may at any time
and without the payment of any penalty, terminate this Agreement upon thirty
days' written notice to FMI and TCW Asia, either by majority vote of the
Trustees of the Fund or, with respect to a Portfolio, by the vote of a
majority of the outstanding voting securities of such Portfolio; (b) this
Agreement shall immediately terminate in the event of its assignment, as
defined in the Act, unless
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automatic termination shall be prevented by an exemptive order of the Securities
and Exchange Commission; (c) this Agreement shall immediately terminate in the
event of the termination of the Sub-Advisory Agreement; (d) FMI may terminate
this Agreement without payment of penalty on thirty days' written notice to TCW
Asia and the Fund; and (e) TCW Asia may terminate this Agreement without the
payment of penalty on thirty days' written notice to FMI and the Fund. Any
notice under this Agreement shall be given in writing, addressed and delivered,
or mailed postage paid, to the other party at its principal business office.
8. This Agreement may be amended by the parties without the vote or
consent of the shareholders of any Portfolio to supply any omission, to cure,
correct or supplement any ambiguous, defective or inconsistent provision
hereof, or if they deem it necessary to conform this Agreement to the
requirements of applicable federal laws or regulations, but neither the Fund,
InterCapital, FMI nor TCW Asia shall be liable for failing to do so.
9. This Agreement shall be construed in accordance with the law of the
State of California and the applicable provisions of the Act. To the extent
the applicable law of the State of California, or any of the provisions
herein, conflicts with the applicable provisions of the Act, the latter shall
control.
10. The effective date of this Agreement shall be the day and year first
written above.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement on the day and year first above written in Los Angeles, California.
TCW FUNDS MANAGEMENT, INC.
By:
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Attest:
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TCW ASIA LIMITED
By:
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Name:
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Attest:
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Name:
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Title:
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