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SUB-ADVISORY AGREEMENT
AGREEMENT made as of the 25th day of April, 2006, by and
between XXXXXX XXXXXXX INVESTMENT MANAGEMENT INC., a Delaware
corporation (hereinafter referred to as "MSIM"), and XXXXXX
XXXXXXX INVESTMENT MANAGEMENT COMPANY, a corporation organized
under the laws of Singapore (hereinafter referred to as the
"Local Manager").
W I T N E S S T E T H:
WHEREAS, Xxxxxx Xxxxxxx Emerging Markets Fund, Inc. (the
"Fund") is a Maryland corporation engaged in business as a closed-
end management investment company and is registered under the
Investment Company Act of 1940, as amended (hereinafter referred
to as the "Investment Company Act"); and
WHEREAS, MSIM and the Local Manager are engaged principally
in rendering investment advisory services and are registered as
investment advisers under the Investment Advisers Act of 1940, as
amended; and
WHEREAS, the Local Manager is the holder of a capital
markets services licence for fund management under the Securities
and Futures Act (Cap. 289) of Singapore/ or is exempt from
licensing under the Securities and Futures Act (Cap. 289) of
Singapore and is the holder of a financial adviser's licence
under the Financial Advisers Act (Cap. 110) of Singapore or is
exempt from licensing under the Financial Advisers Act (Cap. 110)
of Singapore; and
WHEREAS, MSIM has entered into an Investment Advisory and
Management Agreement (the "Advisory Agreement") with the Fund
dated March 13, 1997, as amended from time to time, pursuant to
which MSIM provides management and investment and advisory
services to the Fund; and
WHEREAS, the Local Manager is willing to provide investment
advisory services to MSIM in connection with the Fund's
operations on the terms and conditions hereinafter set forth;
NOW THEREFORE, in consideration of the premises and the
covenants hereinafter contained, the Local Manager and MSIM
hereby agree as follows:
ARTICLE I
Duties of the Local Manager
MSIM hereby employs the Local Manager to act as investment
adviser to MSIM and to furnish the investment advisory services
described below, subject to the broad supervision of MSIM and the
Fund, for the period and on the terms and conditions set forth in
this Agreement. The Local Manager hereby accepts such employment
and agrees during such period, at its own expense, to render, or
arrange for the rendering of, such services and to assume the
obligations herein set forth for the compensation provided for
herein. The Local Manager and its affiliates shall for all
purposes herein be deemed to be independent contractors and
shall, unless otherwise expressly provided or authorized, have no
authority to act for or represent the Fund in any way or
otherwise be deemed agents of the Fund.
The Local Manager shall have the right to make unsolicited
calls on MSIM and shall provide MSIM with such investment
research, advice and supervision as the latter may from time to
time consider necessary for the proper supervision of the assets
of the Fund; shall furnish continuously an investment program for
the Fund and shall make recommendations from time to time as to
which securities shall be purchased, sold or exchanged and what
portion of the assets of the Fund shall be held in the various
securities in which the Fund invests, options, futures, options
on futures or cash; all of the foregoing subject always to the
restrictions of the Articles of Incorporation and By-Laws of the
Fund, as they may be amended and/or restated from time to time,
the provisions of the Investment Company Act and the statements
relating to the Fund's investment objectives, investment
restrictions as the same are set forth in the prospectus and
statement of additional information relating to the shares of the
Fund under the Securities Act of 1933, as amended (the
"Prospectus" and "Statement of Additional Information",
respectively), or such other applicable disclosure document. The
Local Manager shall make recommendations and effect transactions
with respect to foreign currency matters, including foreign
exchange contracts, foreign currency options, foreign currency
futures and related options on foreign currency futures and
forward foreign currency transactions. The Local Manager shall
also make recommendations or take action as to the manner in
which voting rights, rights to consent to corporate action and
any other rights pertaining to the portfolio securities of the
Fund shall be exercised.
The Local Manager will not hold money on behalf of MSIM or
the Fund, nor will the Local Manager be the registered holder of
the registered investment of MSIM or the Fund or be the custodian
of documents or other evidence of title.
ARTICLE II
Allocation of Charges and Expenses
The Local Manager assumes and shall pay for maintaining the
staff and personnel necessary to perform its obligations under
this Agreement and shall at its own expense provide the office
space, equipment and facilities necessary to provide the services
which it is obligated to provide under Article I hereof and shall
pay all compensation of officers of the Fund and all Directors of
the Fund who are affiliated persons of the Local Manager.
ARTICLE III
Compensation of the Local Manager
For the services rendered, the facilities furnished and
expenses assumed by the Local Manager, MSIM shall pay to the
Local Manager a fee in an amount to be determined from time to
time by MSIM and the Local Manager but in no event in excess of
the amount that MSIM actually received for providing services to
the Fund pursuant to the Advisory Agreement.
ARTICLE IV
Limitation of Liability of the Local Manager
The Local Manager shall not be liable for any error of
judgment or mistake of law or for any loss arising out of any
investment or for any act or omission in the performance of sub-
advisory services rendered with respect to the Fund, except for
willful misfeasance, bad faith or gross negligence in the
performance of its duties, or by reason of reckless disregard of
its obligations and duties hereunder. As used in this
Article IV, the Local Manager shall include any affiliates of
MSIM performing services for MSIM contemplated hereby and
directors, officers and employees of the Local Manager and such
affiliates.
ARTICLE V
Activities of the Local Manager
The services of the Local Manager to the Fund are not to be
deemed to be exclusive, the Local Manager and any person
controlled by or under common control with the Local Manager (for
purposes of this Article V referred to as "affiliates") being
free to render services to others. It is understood that
Directors, officers, employees and shareholders of the Fund are
or may become interested in the Local Manager and its affiliates,
as directors, officers, employees and shareholders or otherwise
and that directors, officers, employees and shareholders of the
Local Manager and its affiliates are or may become similarly
interested in the Fund, and that the Local Manager and directors,
officers, employees, partners and shareholders of its affiliates
may become interested in the Fund as shareholders or otherwise.
ARTICLE VI
Compliance with Applicable Laws and Regulations
The Local Manager shall obtain and at all times maintain and
comply with the terms of all relevant authorisations, licences,
consents, approvals and registrations and comply with all
relevant laws and regulations, necessary for the purpose of
performing any of its duties and obligations under this
Agreement. The Local Manager shall inform MSIM as soon as
possible if at any time the Local Manager becomes unable to
comply with the terms of or maintain any such authorisations,
licences, consents, approvals or registrations.
ARTICLE VII
Duration and Termination of this Agreement
This Agreement shall become effective as of the date first
above written and shall remain in force until the date of
termination of the Advisory Agreement (but not later than two
years after the date hereof) and thereafter, but only so long as
such continuance is specifically approved at least annually by
(i) the Directors of the Fund or by the vote of a majority of the
outstanding voting securities of the Fund and (ii) a majority of
those Directors who are not parties to this Agreement or
interested persons of any such party cast in person at a meeting
called for the purpose of voting on such approval.
This Agreement may be terminated at any time, without the
payment of any penalty, by MSIM or by vote of a majority of the
outstanding voting securities of the Fund, or by the Local
Manager, on sixty days' written notice to the other party. This
Agreement shall automatically terminate in the event of its
assignment or in the event of the termination of the Advisory
Agreement. Any termination shall be without prejudice to the
completion of transactions already initiated.
ARTICLE VIII
Amendments to this Agreement
This Agreement may be amended by the parties only if such
amendment is specifically approved by (i) the Directors of the
Fund or by the vote of a majority of outstanding voting
securities of the Fund and (ii) a majority of those Directors who
are not parties to this Agreement or interested persons of any
such party cast in person at a meeting called for the purpose of
voting on such approval.
ARTICLE IX
Definitions of Certain Terms
The terms "vote of a majority of the outstanding voting
securities", "assignment", "affiliated person" and "interested
person" used in this Agreement, shall have the respective
meanings specified in the Investment Company Act and the rules
and regulations thereunder, subject, however, to such exemptions
as may be granted by the Securities and Exchange Commission under
said Act.
ARTICLE X
Governing Law
This Agreement shall be construed in accordance with the
laws of the State of New York and the applicable provisions of
the Investment Company Act. To the extent that the applicable
laws of the State of New York, or any of the provisions herein,
conflict with the applicable provisions of the Investment Company
Act, the latter shall control.
IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Agreement as of the date first above written.
XXXXXX XXXXXXX INVESTMENT
MANAGEMENT INC.
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Managing Director
XXXXXX XXXXXXX INVESTMENT
MANAGEMENT COMPANY
By: /s/ Xxxxxxx Xxxxxxxxxxxx
Name: Xxxxxxx Xxxxxxxxxxxx
Title: Director
