AMENDED AND RESTATED SUB-ADVISORY
AGREEMENT
AGREEMENT made as of the 30th day of June,
2009, 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 the
"Local Manager").
W I T N E S S T E T H:
WHEREAS, Xxxxxx Xxxxxxx Institutional Fund,
Inc. (the "Fund") is a Maryland corporation engaged in
business as an open-end management investment
company with separate portfolios, certain of which are
set forth on Schedule A, as may be amended from time
to time to add or remove portfolios (with such portfolios
set forth on Schedule A being the "Portfolios"), 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 Agreement (the "Advisory
Agreement") with the Fund dated June 1, 2005, as
amended from time to time, pursuant to which MSIM
provides management and investment and advisory
services to the Fund; and
WHEREAS, MSIM entered into an investment
sub-advisory agreement with the Local Manager with
respect to each Portfolio, effective as of the effective
date set forth in Schedule A (the "Current Sub-
Advisory Agreement"); and
WHEREAS, as of June 30, 2009, the Current
Sub-Advisory Agreement was amended and restated
(this "Agreement") to incorporate amendments thereto
and to make other ministerial changes designed to
facilitate the administration of this Agreement; 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 an independent contractor 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 an agent 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 Portfolios; shall
furnish continuously an investment program for the
Portfolios 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 each of the
Portfolios shall be held in the various securities in which
the Portfolio 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
Portfolio's investment objective(s), investment
restrictions as the same are set forth in the currently
effective 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). 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 investments 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. The fee
currently paid by MSIM to the Local Manager in respect
of each Portfolio is set forth on Schedule A, as may be
amended from time to time.
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.
Each Portfolio shall be severally (and not
jointly) liable for its own fees, costs, expenses and other
liabilities attributable to such Portfolio, and no Portfolio
shall be responsible for any liabilities in connection with
any other Portfolio.
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 with
respect to each Portfolio for an initial period of up to two
years from the effective date set forth opposite such
Portfolio's name on Schedule A hereto, 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 Portfolio 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
with respect to a Portfolio, without the payment of any
penalty, by MSIM, by the Board of Directors of the
Fund or by vote of a majority of the outstanding voting
securities of the Portfolio, or by the Local Manager, on
sixty days' written notice to the other party. This
Agreement shall automatically terminate with respect to
a Portfolio in the event of its assignment or in the event
of the termination of the Advisory Agreement of such
Portfolio. Any termination shall be without prejudice to
the completion of transactions already initiated.
ARTICLE VIII
AMENDMENTS TO THIS AGREEMENT
This Agreement may be amended with respect to
a Portfolio 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 Portfolio 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/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: President
XXXXXX XXXXXXX INVESTMENT
MANAGEMENT COMPANY
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Managing Director
SCHEDULE A
As of March 9, 2017
Name of
Portfolio
Effective Date
of Agreement
and any
amendments
entered into
prior to June
30, 2009
Fee
Active
International
Allocation
Portfolio
Effective Date:
04/01/17
The Fund may
have portfolio
managers from
one or more sub-
advisers and
from MSIM.
MSIM will retain
50% of the net
advisory fees it
receives from the
Fund, after
taking into
account any fee
waivers. The
remaining 50%
will be split
between MSIM
and the Local
Manager, and
paid out on a
monthly basis,
based on the
relative
percentage of
assets under
management of
the funds and
accounts
managed by each
of the Local
Manager and
MSIM,
respectively
within the Global
Emerging
Markets team.
Emerging
Markets Leaders
Portfolio
Effective Date:
09/17/14
MSIM will pay
the Local
Manager on a
monthly basis an
aggregate
amount equal to
50% of the net
advisory fees
MSIM receives
from the Fund
during such
period, after
taking into
account any fee
waivers.
Emerging
Markets
Portfolio
Effective Date:
04/25/06
The Fund may
have portfolio
managers from
one or more sub-
advisers and
from MSIM.
MSIM will retain
50% of the net
advisory fees it
receives from the
Fund, after
taking into
account any fee
waivers. The
remaining 50%
will be split
between MSIM
and the Local
Manager, and
paid out on a
monthly basis,
based on the
relative
percentage of
assets under
management of
the funds and
accounts
managed by each
of the Local
Manager and
MSIM,
respectively
within the Global
Emerging
Markets team.
Global Franchise
Portfolio
Effective Date:
04/23/09
The Fund may
have portfolio
managers from
one or more sub-
advisers and
from MSIM.
Effective
September 1,
2010, MSIM will
retain 50% of the
net advisory fees
it receives from
the Fund, after
taking into
account any fee
waivers. The
remaining 50%
will be split
between MSIM,
the Local
Manager and any
other sub-
adviser, and paid
out on a monthly
basis, based
on relative
percentage of
the "total amount
of
compensation"
of each of the
Fund's portfolio
managers. The
"total amount of
compensation" is
comprised of
base salary, plus
cash bonus, plus
long-term
incentive
compensation.
Global
Infrastructure
Portfolio
Effective Date:
06/18/10
The Fund may
have portfolio
managers from
one or more sub-
advisers and
from MSIM.
MSIM will retain
50% of the net
advisory fees it
receives from the
Fund, after
taking into
account any fee
waivers. The
remaining 50%
will be split
between MSIM,
the Local
Manager and any
other sub-
adviser, and paid
out on a monthly
basis, based on
the relative
percentage of
assets under
management of
the Fund
managed by the
Local Manager,
each other sub-
adviser and, as
may be
determined
periodically.
Global Quality
Portfolio
Effective Date:
05/30/13
The Fund may
have portfolio
managers from
one or more sub-
advisers and
from MSIM.
MSIM will retain
50% of the net
advisory fees it
receives from the
Fund, after
taking into
account any fee
waivers. The
remaining 50%
will be split
between MSIM,
the Local
Manager and any
other sub-
adviser, and paid
out on a monthly
basis, based
on relative
percentage of
the "total amount
of
compensation"
of each of the
Fund's portfolio
managers. The
"total amount of
compensation" is
comprised of
base salary, plus
cash bonus, plus
long-term
incentive
compensation.
Global Real
Estate Portfolio
Effective Date:
04/25/06
The Fund may
have portfolio
managers from
one or more sub-
advisers and
from MSIM.
Effective January
1, 2009, MSIM
will retain 50%
of the net
advisory fees it
receives from the
Fund, after
taking into
account any fee
waivers. The
remaining 50%
will be split
between MSIM,
the Local
Manager and any
other sub-
adviser, and paid
out on a monthly
basis, based on
the relative
percentage of
assets under
management of
the Fund
managed by the
Local Manager,
each other sub-
adviser and
MSIM, as may
be determined
periodically.
International
Equity Portfolio
Effective Date:
04/01/09
The Fund may
have portfolio
managers from
one or more sub-
advisers and
from MSIM.
Effective
September 1,
2010, MSIM will
retain 50% of the
net advisory fees
it receives from
the Fund, after
taking into
account any fee
waivers. The
remaining 50%
will be split
between MSIM,
the Local
Manager and any
other sub-
adviser, and paid
out on a monthly
basis, based
on relative
percentage of
the "total amount
of
compensation"
of each of the
Fund's portfolio
managers. The
"total amount of
compensation" is
comprised of
base salary, plus
cash bonus, plus
long-term
incentive
compensation.
International
Real Estate
Portfolio
Effective Date:
04/25/06
The Fund may
have portfolio
managers from
one or more sub-
advisers and
from MSIM.
Effective January
1, 2009, MSIM
will retain 50%
of the net
advisory fees it
receives from the
Fund, after
taking into
account any fee
waivers. The
remaining 50%
will be split
between MSIM,
the Local
Manager and any
other sub-
adviser, and paid
out on a monthly
basis, based on
the relative
percentage of
assets under
management of
the Fund
managed by the
Local Manager,
each other sub-
adviser and, as
may be
determined
periodically.
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Sch. A-1
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AMR #123072-v3A
