SUB-ITEM 77Q1(e): Investment Advisory Agreement
THE ASIA TIGERS FUND, INC.
MANAGEMENT AGREEMENT
DATED AS OF DECEMBER 19, 2011
AGREEMENT between The Asia Tigers Fund, Inc. (the "Fund"), a
Maryland corporation registered under the Investment Company
Act of 1940, as amended (the "1940 Act"), and Aberdeen Asset
Management Asia Limited, a Singapore corporation (the
"Investment Manager").
WHEREAS, the Fund is a closed-end management investment
company; and
WHEREAS, the Fund engages in the business of investing its
assets in the manner and in accordance with its stated current
investment objective and restrictions;
WHEREAS, the Fund desires to retain the Investment Manager
to furnish certain investment advisory services, as described
herein;
WHEREAS, the Investment Manager represents that it is
willing and possesses legal authority to render such services
subject to the terms and conditions set forth in this
Agreement.
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, the parties agree as follows:
1. Obligations.
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 will 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. The Investment
Manager shall give the Fund the benefit of the Investment
Manager's best judgment and efforts in rendering services
under this Agreement.
1.2 The Fund will pay the Investment Manager a fee at the
annual rate of (i) 1.00% of the Fund's average weekly Managed
Assets for the first $500 million of average weekly Managed
Assets; (ii) 0.95% for average weekly Managed Assets of the
next $500 million; and (iii) 0.90% for average weekly Managed
Assets in excess of $1 billion. For purposes of this
calculation, "Managed Assets" of the Fund shall mean total
assets of the Fund, including any assets attributable to
investment leverage, minus all liabilities, but not excluding
any liabilities or obligations attributable to leverage
obtained by the Fund for investment purposes through (i) the
issuance or incurrence of indebtedness of any type (including,
without limitation, borrowing through a credit facility or the
issuance of debt securities), (ii) the issuance of preferred
stock or other similar preference securities, and/or (iii) any
other means, but not including any collateral received for
securities loaned by the Fund. Such compensation shall be
determined at the end of each week and payable at the end of
each calendar month.
1.3 In rendering the services required under this
Agreement, the Investment Manager may, at its expense, employ,
consult or associate with itself such person or persons as it
believes necessary to assist it in carrying out its
obligations under this Agreement. However, the Investment
Manager may not retain any person or company that would be an
"investment adviser," as that term is defined in the 1940 Act,
to the Fund unless (i) the Fund is a party to the contract
with such person or company and (ii) such contract is approved
by a majority of the Fund's Board of Directors and a majority
of Directors who are not parties to any agreement or contract
with such person or company and who are not "interested
persons," as defined in the 1940 Act, of the Fund, the
Investment Manager, or any such person or company retained by
the Investment Manager, and is approved by the vote of a
majority of the outstanding voting securities of the Fund to
the extent required by the 1940 Act.
2. Expenses. The Investment Manager shall bear all
expenses of its employees, except as provided in the following
sentence, and overhead incurred 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 or its
affiliates. The Fund will bear all of its own expenses,
including: listing expenses; fees of the Fund's Directors who
are not interested persons (as defined in the 0000 Xxx) of any
other party; out-of-pocket expenses for all Directors and
officers of the Fund, including travel expenses incurred by
the Investment Manager's employees or employees of the
Investment Manager's affiliates, who serve as Directors and
officers of the Fund, or a fraction thereof, to the extent
such expenses relate to attendance at meetings of Directors
and shareholders; and other expenses incurred by the Fund in
connection with meetings of Directors and shareholders;
interest expense; taxes and governmental fees including any
original issue taxes or transfer taxes applicable to the sale
or delivery of shares or certificates therefor; brokerage
commissions and other expenses incurred in acquiring or
disposing of the Fund's portfolio securities; 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; and the expenses of shareholders' meetings and of
the preparation and distribution of proxies and reports to
shareholders.
3. Best Execution; Research Services. The Investment
Manager is authorized, for the purchase and sale of the Fund's
portfolio securities, to employ such dealers and brokers as
may, in the judgment of the Investment Manager, implement the
policy of the Fund to obtain the best results, taking into
account such factors as price, including dealer spread, the
size, type and difficulty of the transaction involved, the
firm's general execution and operational facilities and the
firm's risk in positioning the securities involved. Consistent
with this policy, the Investment Manager is authorized to
direct the execution of the Fund's portfolio transactions to
dealers and brokers furnishing statistical information or
research deemed by the Investment Manager to be useful or
valuable to the performance of its investment advisory
functions for the Fund. It is understood that in these
circumstances, as contemplated by Section 28(e) of the
Securities Exchange Act of 1934, as amended, the commissions
paid may be higher than those which the Fund might otherwise
have paid to another broker if those services had not been
provided. Information so received will be in addition to and
not in lieu of the services required to be performed by the
Investment Manager. It is understood that the expenses of the
Investment Manager will not necessarily be reduced as a result
of the receipt of such information or research. Research
services furnished to the Investment Manager by brokers who
effect securities transactions for the Fund may be used by the
Investment Manager in servicing other investment companies and
accounts which it manages. Similarly, research services
furnished to the Investment Manager by brokers who effect
securities transactions for other investment companies and
accounts which the Investment Manager manages may be used by
the Investment Manager in servicing the Fund. It is understood
that not all of these research services are used by the
Investment Manager in managing any particular account,
including the Fund.
4. Liability. 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.
5. 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 affiliate, 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 the Investment Manager's
clients, including the Fund, in a manner that is fair and
equitable in the judgment of the Investment Manager in the
exercise of its fiduciary obligations to the Fund and to such
other clients.
6. Duration and Termination. This Agreement shall be
effective as of the date first above written and continue for
a two year period. Thereafter, the Agreement shall continue
for successive periods of twelve months, 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 entire Board of Directors. Notwithstanding the
foregoing, this Agreement may be terminated with respect to
the Fund at any time, without the payment of any penalty, by a
vote of a majority of the Fund's Board of Directors or a
majority of the outstanding voting securities of the Fund upon
at least sixty (60) days' written notice to the Investment
Manager or by the Investment Manager upon at least ninety (90)
days' written notice to the Fund. This Agreement shall
automatically terminate in the event of its assignment (as
defined in the 1940 Act).
7. Representations of the Investment Manager. The
Investment Manager represents and warrants that it is duly
registered as an investment adviser with the U.S. Securities
and Exchange Commission under the Investment Advisers Act of
1940, as amended, and holds all other registrations, licenses,
authorizations, permits, and permissions necessary to conduct
its activities hereunder, including a Capital Markets Services
Licence issued by with the Monetary Authority of Singapore,
and will promptly advise the Fund of any change or prospective
change in the status of those registrations.
8. Proxy Voting. The Investment Manager may exercise or
procure the exercise of any voting rights or other powers and
discretion conferred on the registered holder or the
beneficial owner of any securities in the Fund. Provided
always that all voting rights attached to interests held in
Oversea-Chinese Banking Corporation Limited, Hong Xxxxx
Finance Limited, CIMB Group Holdings Berhad, and Public Bank
Berhad shall be retained with the Fund and the Fund shall
instruct the custodian directly on all voting matters related
therein.
9. Miscellaneous.
9.1 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.
9.2 This Agreement may not be amended by either party
hereto without the prior written consent of the other party.
9.3 Any notice hereunder shall be in writing and shall be
delivered in person, by facsimile or electronic mail to the
parties at the addresses set forth below:
If to the Fund:
The Asia Tigers Fund, Inc.
c/o Aberdeen Asset Management Inc.
0000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxxxxx, XX 00000
Attn: Legal
Tel: 000-000-0000
Fax: 000-000-0000
E-mail: xxxxx.xx@xxxxxxxx-xxxxx.xxx
If to the Investment Manager:
Aberdeen Asset Management Asia Limited
00 Xxxxxx Xxxxxx, #00-00
Xxxxxxx Xxxxxx Xxx
Xxxxxxxxx 000000
Attn: Legal
Tel: x00 0000 0000
Fax: x00 0000 0000
Email: xxxxx.xxxxxxxxx@xxxxxxxx-xxxxx.xxx
With a copy to:
Aberdeen Asset Management Inc.
0000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxxxxx, XX 00000
Attn: Legal
Tel: 000-000-0000
Fax: 000-000-0000
E-mail: xxxxx.xx@xxxxxxxx-xxxxx.xxx
Or to such other address as to which the recipient shall
have informed the other party in writing or by electronic mail
from time to time.
9.4 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.
9.5 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 this Agreement shall be
deemed to be severable.
9.6 Nothing herein shall be construed as constituting the
Investment Manager an agent of the Fund.
9.7 This Agreement may be executed in counterparts, each
of which shall be deemed an original, but all of which
together shall be deemed to be one and the same agreement. A
signed copy of this Agreement delivered by facsimile, e-mail
or other means of electronic transmission shall be deemed to
have the same legal effect as delivery of an original signed
copy of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed effective as of the day and year
first above written.
THE ASIA TIGERS FUND, INC.
By: /s/ Xxxxxxxx X. Xxxxxxx
Name: Xxxxxxxx X. Xxxxxxx
Title: Vice President
ABERDEEN ASSET MANAGEMENT ASIA LIMITED
By: /s/ Xxxxx Xxxx Chou /s/ Low Hon-Yu
Name: Xxxxx Xxxx Xxxx Low Hon-Yu
Title: Director Director
