EXHIBIT INDEX
EXHIBIT A:
Attachment to item 77C: Submission of matters to a vote of
Security holders.
EXHIBIT B:
Attachment to item 77Q1: Management Agreement
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EXHIBIT A:
Results of Annual Meeting of Stockholders
ANNUAL MEETING
The fund held its Annual Meeting of Stockholders on February 28,
2003. At the meeting, stockholders elected the nominee proposed
for election to the Fund's Board of Directors and approved a new
management agreement between Advantage Advisers, Inc. and the
Fund. The following table provides information concerning the
matters voted on at the meeting:
I. ELECTION OF A DIRECTOR
NOMINEE: Xxxxxxx X. Xxxxxxxx
VOTES FOR: 7,792,579
VOTES WITHHELD: 197,942
NON-VOTING SHARES: 5,133,493
TOTAL VOTING SHARES: 13,124,014
At April 30, 2003, in addition to Xxxxxxx X. Xxxxxxxx, the other
directors of the Fund were as follows:
Xxxxxx X. Xxxxxx*
Xxxxxx X. Xxxx
Xxxx X. Xxxxx
Xxxxxx X. Xxxxxx*
II. Approval of a new management agreement between Advantage
Advisers, Inc. and the Fund due to the proposed acquisition
of Advantage Advisers, Inc. by Xxxxxxxxxx & Co.
VOTES FOR: 7,692,234
VOTES AGAINST: 7,792,579
VOTES ABSTAINED: 197,942
NON-VOTING SHARES: 5,133,493
TOTAL VOTING SHARES: 13,124,014
* Resigned as Director of the Fund effective May 8, 2003
EXHIBIT B:
MANAGEMENT AGREEMENT
Agreement dated and effective as of June 4, 2003 between The Asia
Tigers Fund, Inc., a Maryland corporation (herein referred to as
the "Fund"), and Advantage Advisers, Inc., a Delaware corporation
(herein referred to as the "Investment Manager") (this "Agreement").
1. Appointment of Investment Manager. The
Investment Manager hereby undertakes and agrees, upon the terms
and conditions herein set forth, to (i) supervise the Fund's
investment program, including advising and consulting with the
Fund's Board of Directors regarding the Fund's overall
investment strategy; (ii) make, in consultation with the Fund's
Board of Directors, investment strategy decisions for the Fund;
(iii) manage the investing and reinvesting of the Fund's assets;
(iv) place purchase and sale orders on behalf of the Fund; (v)
provide or procure the provision of research and statistical
data to the Fund in relation to investing and other matters
within the scope of the investment objective and limitations of
the Fund (vi) advise the Fund with respect to all matters
relating to the Fund's use of leveraging techniques; (vii)
monitor the performance of the Fund's outside service providers,
including the Fund's administrator, transfer agent and
custodian; and (viii) pay the salaries, fees and expenses of
such of the Fund's officers, directors or employees who are
directors, officers or employees of the Investment Manager or
any of its affiliates, except that the Fund will bear travel
expenses or an appropriate portion thereof of directors and
officers of the Fund who are directors, officers or employees of
the Investment Manager. The Investment Manager may delegate any
of the foregoing responsibilities to a third party with the
consent of the Fund.
2. In connection herewith, the Investment Manager
agrees to maintain a staff within its organization to furnish
the above services to the Fund. The Investment Manager shall
bear all expenses arising out of its duties hereunder.
Except as provided in Section 1 hereof, the Fund shall
be responsible for all of the Fund's expenses and liabilities,
including organizational and offering expenses (which include
out-of-pocket expenses, but not overhead or employee costs of
the Investment Manager); expenses for legal, accounting and
auditing services; taxes and governmental fees; dues and
expenses incurred in connection with membership in investment
company organizations; fees and expenses incurred in connection
with listing the Fund's shares on any stock exchange; costs of
printing and distributing shareholder reports, proxy materials,
prospectuses, stock certificates and distribution of dividends;
charges of the Fund's custodians and sub-custodians,
administrators and sub-administrators, registrars, transfer
agents, dividend disbursing agents and dividend reinvestment
plan agents; payment for portfolio pricing services to a pricing
agent, if any; registration and filing fees of the Securities
and Exchange Commission; expenses of registering or qualifying
securities of the Fund for sale in the various states; freight
and other charges in connection with the shipment of the Fund's
portfolio securities; fees and expenses of non-interested
directors; travel expenses or an appropriate portion thereof of
directors and officers of the Fund who are directors, officers
or employees of the Investment Manager to the extent that such
expenses relate to attendance at meetings of the Board of
Directors or any committee thereof; salaries of shareholder
relations personnel; costs of shareholders meetings; insurance;
interest; brokerage costs; and litigation and other
extraordinary or non-recurring expenses.
3. Transactions with Affiliates. The Investment
Manager is authorized on behalf of the Fund, from time to time
when deemed to be in the best interests of the Fund and to the
extent permitted by applicable law, to purchase and/or sell
securities in which the Investment Manager or any of its
affiliates underwrites, deals in and/or makes a market and/or
may perform or seek to perform investment banking services for
issuers of such securities. The Investment Manager is further
authorized, to the extent permitted by applicable law, to select
brokers (including Xxxxxxxxxx & Co. Inc. or any other brokers
affiliated with the Investment Manager) for the execution of
trades for the Fund.
4. 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, 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.
5. Remuneration. In consideration of the services
to be rendered by the Investment Manager under this Agreement,
the Fund shall pay the Investment Manager a monthly fee in
United States dollars on the fifth business day of each month
for the previous month at an annual rate of 1.00% of the Fund's
average weekly net assets. If the fee payable to the Investment
Manager pursuant to this paragraph 5 begins to accrue before the
end of any month or if this Agreement terminates before the end
of any month, the fee for the period from such date to the end
of such month or from the beginning of such month to the date of
termination, as the case may be, shall be prorated according to
the proportion which such period bears to the full month in
which such effectiveness or termination occurs. For purposes of
calculating each such monthly fee, the value of the Fund's net
assets shall be computed at the time and in the manner specified
in the Registration Statement.
6. Representations and Warranties. The Investment
Manager represents and warrants that it is duly registered and
authorized as an investment adviser under the Investment
Advisers Act of 1940, as amended, and the Investment Manager
agrees to maintain effective all requisite registrations,
authorizations and licenses, as the case may be, until the
termination of this Agreement.
7. Services Not Deemed Exclusive. The services
provided hereunder by the Investment Manager are not to be
deemed exclusive and the Investment Manager and any of its
affiliates or related persons are free to render similar
services to others and to use the research developed in
connection with this Agreement for other clients or affiliates.
Nothing herein shall be construed as constituting the Investment
Manager an agent of the Fund.
8. Limit of Liability. The Investment Manager shall
exercise its best judgment in rendering the services in
accordance with the terms of this Agreement. The Investment
Manager shall not be liable for any error of judgment or mistake
of law or for any act or omission or any loss suffered by the
Fund in connection with the matters to which this Agreement
relates, provided that nothing herein shall be deemed to protect
or purport to protect the Investment Manager against any
liability to the Fund or its shareholders to which the
Investment Manager would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence on its part
in the performance of its duties or from reckless disregard by
it of its obligations and duties under this Agreement
("disabling conduct"). The Fund will indemnify the Investment
Manager against, and hold it harmless from, any and all losses,
claims, damages, liabilities or expenses (including reasonable
counsel fees and expenses), including any amounts paid in
satisfaction of judgments, in compromise or as fines or
penalties, not resulting from disabling conduct by the
Investment Manager. Indemnification shall be made only
following: (i) a final decision on the merits by a court or
other body before whom the proceeding was brought that the
Investment Manager was not liable by reason of disabling
conduct, or (ii) in the absence of such a decision, a reasonable
determination, based upon a review of the facts, that the
Investment Manager was not liable by reason of disabling conduct
by (a) the vote of a majority of a quorum of directors of the
Fund who are neither "interested persons" of the Fund nor
parties to the proceeding ("disinterested non-party directors"),
or (b) an independent legal counsel in a written opinion. The
Investment Manager shall be entitled to advances from the Fund
for payment of the reasonable expenses incurred by it in
connection with the matter as to which it is seeking
indemnification in the manner and to the fullest extent
permissible under law. Prior to any such advance, the
Investment Manager shall provide to the Fund a written
affirmation of its good faith belief that the standard of
conduct necessary for indemnification by the Fund has been met
and a written undertaking to repay any such advance if it should
ultimately be determined that the standard of conduct has not
been met. In addition, at least one of the following additional
conditions shall be met: (a) the Investment Manager shall
provide a security in form and amount acceptable to the Fund for
its undertaking; (b) the Fund is insured against losses arising
by reason of the advance; or (c) a majority of a quorum of
disinterested non-party directors, or independent legal counsel,
in a written opinion, shall have determined, based on a review
of facts readily available to the Fund at the time the advance
is proposed to be made, that there is reason to believe that the
Investment Manager will ultimately be found to be entitled to
indemnification.
9. Duration and Termination. This Agreement shall
remain in effect until June 4, 2005, and shall continue in
effect thereafter for successive annual periods, but only so
long as such continuance is specifically approved at least
annually by the affirmative vote of (i) a majority of the
members of the Fund's Board of Directors who are not parties to
this Agreement or "interested persons" (as defined in the
Investment Company Act of 1940, as amended (the "1940 Act")) of
any such party, cast in person at a meeting called for the
purpose of voting on such approval, and (ii) the Fund's Board of
Directors or the holders of a majority of the outstanding voting
securities (as defined in the 1940 Act) of the Fund.
Notwithstanding the above, this Agreement (a) may
nevertheless be terminated at any time, without penalty, by the
Fund's Board of Directors, by vote of holders of a majority of
the outstanding voting securities (as defined in the 1940 Act)
of the Fund or by the Investment Manager, upon 60 days' written
notice delivered to each party hereto, and (b) shall
automatically be terminated in the event of its assignment (as
defined in the 1940 Act). Any such notice shall be deemed given
when received by the addressee.
10. Governing Law. This Agreement shall be governed,
construed and interpreted in accordance with the laws of the
State of New York, provided, however, that nothing herein shall
be construed as being inconsistent with the 1940 Act.
11. Notices. Any notice hereunder shall be in
writing and shall be delivered in person or by telex or
facsimile (followed by delivery in person) to the parties at the
addresses set forth below.
If to the Fund:
The Asia Tigers Fund, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxx XxXxxxxx
Chairman and President
If to the Investment Manager:
Advantage Advisers, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxx XxXxxxxx
with a copy to:
Xxxxxxxxxx & Co. Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attn: General Counsel
or to such other address as to which the recipient shall have
informed the other party in writing.
Unless specifically provided elsewhere, notice given
as provided above shall be deemed to have been given, if by
personal delivery, on the day of such delivery, and, if by
facsimile and mail, on the date on which such facsimile or mail
is sent.
(i) Counterparts. This Agreement may be executed in
two or more counterparts, each of which shall be deemed to be an
original, but all of which together shall constitute one and the
same instrument.
IN WITNESS WHEREOF, the parties hereto caused their
duly authorized signatories to execute this Agreement as of the
day and year first written above.
THE ASIA TIGERS FUND, INC.
By: ________________________________
Name:
Title:
ADVANTAGE ADVISERS, INC.
By: ________________________________
Name:
Title:
