EXHIBIT (d)(6)
INVESTMENT SUB-ADVISORY AGREEMENT BETWEEN
XXX XXXXXX ASSET MANAGEMENT
AND
XXXXXX XXXXXXX INVESTMENT MANAGEMENT COMPANY
THIS INVESTMENT SUB-ADVISORY AGREEMENT (the "Agreement") is made as of this 11th
day of April, 2006 by and between XXXXXX XXXXXXX INVESTMENT MANAGEMENT COMPANY,
a company organized under the laws of Singapore and XXX XXXXXX ASSET MANAGEMENT
("VKAM"), a Delaware statutory trust.
WHEREAS, VKAM has heretofore sponsored and acts as Investment Adviser to Xxx
Xxxxxx Emerging Markets Fund (the "Fund"), a series of Xxx Xxxxxx Series Fund,
Inc. (the "Company"); and
WHEREAS, XXXXXX XXXXXXX INVESTMENT MANAGEMENT COMPANY, ("the Local Manager") is
the holder of a capital markets services license 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 license under the Financial Advisers Act (Cap. 110) of
Singapore or is exempt from licensing under the Financial Advisers Act (Cap.
110) of Singapore and has available a staff of experienced investment personnel
and facilities for providing investment sub-advisory services to the Fund; and
WHEREAS, the Local Manager is an investment adviser registered under the
Investment Advisers Act of 1940, as amended and is willing to provide VKAM with
investment management services on the terms and conditions hereinafter set forth
and including the terms and conditions contained in Annex 1 to this Agreement;
and
WHEREAS, VKAM and the Local Manager (jointly referred to as the "Advisers")
desire to enter into an agreement for the Local Manager to provide investment
management services to the Fund and to VKAM with respect to the Fund's
investments.
NOW, THEREFORE, it is mutually agreed:
1. INVESTMENT MANAGEMENT SERVICES
1.1 Investment Management
(a) Effective on April 11th, 2006 (the "Effective Date"), and subject
to the overall policies, control, direction and review of the Fund's Directors
and VKAM, the Local Manager shall act as discretionary investment manager to
VKAM and to manage the investment and reinvestment of the assets of the Fund,
continuously review, supervise and administer the investment program of the
Fund, determine in its discretion the securities to be purchased or sold and the
portion of the Fund's assets to be held uninvested, to provide the Fund with
records concerning the Local Manager's activities which the Fund is required to
maintain, and to render regular reports as agreed with the Local Manager to the
Fund's officers and Board of Directors concerning the Local Manager's discharge
of the foregoing responsibilities. 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.
(b) The Local Manager shall have full discretion, power and authority
on the Fund's behalf to buy, sell, retain, exchange or otherwise deal in
investments and other assets, make deposits, subscribe to
issues and offers for sale and accept placings of any investments, enter into
foreign currency transactions on a spot or forward basis, effect transactions on
any markets, take all day to day decisions and otherwise act as the Local
Manager judges appropriate in relation to the investment and reinvestment of the
portfolio of assets of the Fund. This includes performing all acts and executing
all documents which the Local Manager reasonably considers incidental thereto,
including (without limitation) power to execute and deliver all applications,
requests, or claims for refund, reduction, repayment or credit of, or exemption
or relief from, any withholding tax or similar taxes in any jurisdiction in
which such applications, requests or claims may be made. The Local Manager shall
take action as to the manner in which voting rights, rights to consent to
corporate action and any other rights pertaining to the portfolio of assets of
the Fund shall be exercised as it sees fit and in accordance with VKAM's proxy
voting policy as provided to the Local Manager.
(c) In performing these services, the Local Manager shall always adhere
to the restrictions of the Articles of Incorporation and By-Laws of the Company
and/or the Fund, as they may be amended and/or restated from time to time and as
provided to the Local Manager by VKAM, the provisions of the Investment Company
Act of 1940, as amended (the "1940 Act") and the statements relating to the
Fund's investment objective(s), investment policies and 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), as well as to the supervision of VKAM and the Board
of Directors of the Fund.
(d) Unless otherwise instructed by VKAM or the Directors, and subject
to the provisions of this Agreement and to any guidelines or limitations
specified from time to time by VKAM or by the Directors, the Local Manager shall
have executed and performed on behalf of and at the expense of the Fund:
(i) Purchases, sales, exchanges, conversions, and placement or
orders for execution; and
(ii) Reporting of all transactions to VKAM and to other entities
as directed by VKAM or by the Directors.
(e) The Local Manager shall provide the Directors at least quarterly,
in advance of the regular meetings of the Directors, a report as agreed by the
Local Manager of its activities hereunder on behalf of the Fund and the Local
Manager's proposed strategy for the next quarter, all in such form and detail as
requested by the Directors. The Local Manager shall also make an investment
officer available to attend such meetings of the Directors as the Directors may
reasonably request.
(f) The Local Manager may, where reasonable, employ agents (including
affiliates) to perform any administrative, dealing or ancillary services
required to enable the Local Manager to perform its services under this
Sub-Advisory Agreement.
1.2 Restriction of the Local Manager's Powers
(a) The Local Manager shall not commit the Fund to any extent beyond
the amount of the cash and securities placed by the Fund under the control of
the Local Manager.
(b) In carrying out its duties hereunder the Local Manager shall comply
with all reasonable instruction of the Fund or VKAM in connection therewith.
Such instructions may be given by letter, fax
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or e-mail, by the Directors or by any other person authorized by a resolution of
the Directors provided a certified copy of such resolution has been supplied to
the Local Manager.
(c) All securities, cash, and other assets of the Fund shall be placed
and maintained in the care of a member bank of the Federal Reserve System of the
United States approved by the Directors as custodian and one or more "Eligible
Foreign Custodians" (as defined in Rule 17f-5 under the 1940 Act).
(d) Upon reasonable prior notice, persons authorized by resolution of
the Directors shall have the right to inspect and copy contracts, notes,
vouchers, and copies of entries in books or electronic recording media relating
to the Fund's transactions at the registered office of the Local Manager at any
time during normal business hours. Such records, in relation to each transaction
effected by the Local Manager on behalf of the Fund shall be maintained by the
Local Manager for a period of seven years from the date of such transaction.
Confidential data or information relating to other clients of the Local Manager
will not be disclosed by the Local Manager.
1.3 Purchase and Sale of Securities
In performing the services described above and unless directed by VKAM
or the Directors to use a specific counterparty, the Local Manager shall use its
best efforts to obtain for the Fund best execution for all Fund transactions.
1.4 Custodian
The Local Manager shall not act as custodian for the securities or any
other assets of the Fund. All such assets shall be held by the custodian or
sub-custodian appointed by the Directors or by the Fund's "Foreign Custody
Manager" (as defined by Rule 17f-5 under the 1940 Act). VKAM will make
arrangements for any such custodian to act in accordance with the Local
Manager's instructions promptly to receive or deliver cash or investments and to
deliver or cause to be delivered such certificates (or other documents
constituting or evidencing title), instruments of transfer, power of attorney
and other documents as the Local Manager may require in order to transfer title
to any investment and/or funds for the Fund.
2. DUTIES OF VKAM
2.1 Provision of Information
VKAM shall advise the Local Manager from time to time with respect to
the Fund of its investment objectives and policies and of any changes or
modifications thereto, as well as any specific investment restrictions and
limitations by sending to the Local Manager a copy of each registration
statement and amendments thereto relating to the Fund as filed with the
Securities and Exchange Commission. VKAM shall furnish such information to the
Local Manager as to holdings, purchases, and sales of the securities under its
management as reasonably requested by the Local Manager.
2.2 Compensation to the Local Manager
For the services rendered, the facilities furnished and expenses
assumed by the Local Manager, VKAM shall pay to the Local Manager a fee in an
amount to be determined from time to time by VKAM and the Local Manager but in
no event in excess of the amount that VKAM actually received for providing
services to the Fund pursuant to the investment advisory agreement between VKAM
and the Fund.
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3. MISCELLANEOUS
3.1 Activities of the Local Manager
The services of the Local Manager as sub-adviser to VKAM under this
Agreement are not to be deemed exclusive, the Local Manager and its affiliates
being free to render services to others. It is understood that shareholders,
officers and employees of the Local Manager may become interested in the Fund or
VKAM as a shareholder, director, officer, partner or otherwise.
3.2 Limitation of Liability of the Local Manager
No warranty is given by the Local Manager as to the performance or profitability
of the Fund or any part of them.
If a percentage restriction contained in the Fund's investment objective(s) or
investment restrictions (as the same are set forth in the Fund's currently
effective Prospectus and Statement of Additional Information) is adhered to at
the time of investment, a later change in percentage resulting from a change in
values or assets will not constitute a violation of such restriction.
The Local Manager will not be responsible to VKAM or the Fund for the solvency,
actions or omissions of any counterparty, broker, dealer, market-maker, bank,
custodian or sub-custodian, with whom it transacts business on VKAM's behalf,
other than affiliates 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 investment management 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. The exception in the previous sentence shall apply to each
limitation of the Local Manager's liability contained in this Section 3.2. As
used in this Section 3.2, the Local Manager shall include any affiliates of the
Local Manager performing services for the Local Manager contemplated hereby and
Directors, officers and employees of the Local Manager and such affiliates.
3.3 Services to Other Clients
VKAM acknowledges that the Local Manager may have investment
responsibilities, or render investment advice to, or perform other investment
advisory services for, other individuals or entities ("Clients"). Subject to the
provisions of this paragraph, VKAM agrees that the Local Manager may give advice
or exercise investment responsibility and take such other action with respect to
such Clients which may differ from advice given or the timing or nature of
action taken with respect to the Fund, provided that the Local Manager acts in
good faith, and provided, further, that it is the Local Manager's policy to
allocate, within its reasonable discretion, investment opportunities to the Fund
over a period of time on a fair and equitable basis relative to the Clients,
taking into account the investment objectives and policies of the Fund and any
specific investment restrictions and limitations applicable thereto. VKAM
acknowledges that one or more of the Clients may at any time hold, acquire,
increase, decrease, dispose of or otherwise deal with positions in investments
in which the Fund may have an interest from time to time, whether in
transactions which may involve the Fund or otherwise. The Local Manager shall
have no obligation to acquire for the Fund a position in any investment which
any Client may acquire, and VKAM shall have no first refusal, coinvestment or
other rights in respect of any such investment, either for the Fund or
otherwise.
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3.4 Best Efforts
It is understood and agreed that in furnishing the investment
management services as herein provided, the Local Manager shall use its best
professional judgment to recommend actions which will provide favorable results
for the Fund. The Local Manager shall not be liable to the Fund or to any
shareholder of the Fund to any greater degree than VKAM.
3.5 Compliance with Applicable Laws and Regulations
The Local Manager shall obtain and at all times maintain and comply
with the terms of all relevant authorizations, licenses, 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 VKAM as soon as possible if at any
time the Local Manager becomes unable to comply with the terms of or maintain
any such authorizations, licenses, consents, approvals or registrations.
3.6 Effective Date
This Agreement will come into force and effect on the Effective Date.
VKAM acknowledges that, where it is delivering cash to the Local Manager at the
Effective Date, the Local Manager will require time to invest the cash for the
Fund. Accordingly, and depending on prevailing market conditions, all or a part
of the Fund may remain uninvested for a period after the Effective Date.
3.7 Duration of Agreement
(a) This Agreement, unless terminated pursuant to paragraph (b), (c) or
(d) below, shall continue in effect for two years from the date hereof, and
thereafter shall continue in effect from year to year, provided its continued
applicability is specifically approved at least annually by the Directors or by
a vote of the holders of a majority of the outstanding shares of the Fund. In
addition, such continuation shall be approved by vote of a majority of the
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. As used in this paragraph, the term "interested person" shall have the
same meaning as set forth in the 1940 Act.
(b) This Agreement may be terminated by sixty (60) days' written notice
by either VKAM or the Local Manager to the other party. The Agreement may also
be terminated at any time, with payment of any fees owing but without the
payment of any penalty, by the Fund (by vote of the Directors or, by the vote of
a majority of the outstanding voting securities of the Fund), on sixty (60)
days' written notice to both VKAM and the Local Manager. This Agreement shall
automatically terminate in the event of the termination of the investment
advisory agreement between VKAM and the Fund.
(c) This Agreement shall terminate in the event of its assignment. The
term "assignment" for this purpose shall have the same meaning set forth in
Section 2(a)(4) of the 1940 Act.
(d) This Agreement shall terminate forthwith by notice in writing on
the happening of any of the following events:
(i) If VKAM or the Local Manager shall go into liquidation
(except a voluntary liquidation for the purpose of and followed by a
bona fide reconstruction or amalgamation upon terms previously approved
in writing by the party not in liquidation) or if a receiver or
receiver and manager of any of the assets of either of them is
appointed; or
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(ii) If either of the parties hereto shall commit any breach
of the provisions hereof and shall not have remedied such breach within
30 days after the service of notice by the party not in breach on the
other requiring the same to be remedied.
(e) Termination shall be without prejudice to the completion of any
transactions which the Local Manager shall have committed to on behalf of the
Fund prior to the time of termination. The Local Manager shall not effect and
the Fund shall not be entitled to instruct the Local Manager to effect any
further transactions on behalf of the Fund subsequent to the time termination
takes effect.
(f) On the termination of this Agreement and completion of all matters
referred to in the foregoing paragraph (e) the Local Manager shall deliver or
cause to be delivered to the Fund copies of all documents, records and books of
the Fund required to be maintained pursuant to Rules 31a-1 or 31a-2 of the 1940
Act which are in the Local Manager's possession, power or control and which are
valid and in force at the date of termination.
3.8 Notices
Any notice, request, instruction, or other document to be given under
this Agreement by any party hereto to the other parties shall be in writing and
delivered personally or sent by mail or fax (with a hard copy to follow).
If to the Local Manager, to:
Xxxxxx Xxxxxxx Investment Management Company
00 Xxxxxx Xxxxxx
#00-00 Xxxxxxx Xxxxxx
Xxxxxxxxx 000000
If to VKAM, to:
Xxx Xxxxxx Asset Management
0 Xxxxxxxx Xxxxx
X.X. Xxx 0000
Xxxxxxxx Xxxxxxx, XX 00000
Attention: Secretary
or at such other address for a party as shall be specified by like notice. Any
notice that is delivered personally in the manner provided herein shall be
deemed to have been duly given to the party to whom it is directed upon actual
receipt by such party (or its agent for notices hereunder). Any notice that is
addressed and mailed in the manner herein provided shall be presumed to have
been duly given to the party to which it is addressed, on the date seven (7)
business days after mailing, and in the case of fax, upon transmission.
3.9 Choice of Law
This Agreement shall be construed according to, and the rights and
liabilities of the parties hereto shall be governed by, the laws of the United
States and the State of New York, without regard to the conflicts of laws
principles thereof.
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3.10 Miscellaneous Provisions
The execution of this Agreement has been authorized by the Fund's
Directors. This Agreement is executed on behalf of the Fund or the Directors of
the Fund as Directors and not individually and the obligations of this Agreement
are not binding upon any of the Directors, officers or shareholders of the Fund
individually but are binding only upon the assets and property of the Fund.
Articles of Incorporation in respect of the Company are on file with the
Secretary of State of Maryland.
IN WITNESS WHEREOF, the Agreement has been executed as of the date first above
given.
XXX XXXXXX ASSET MANAGEMENT XXXXXX XXXXXXX INVESTMENT MANAGEMENT COMPANY
By: By:
---------------------------------------------
Name: Xxxxxx X. Xxxx, III Name: Xxxxxxx Xxxxxxxxxxxx
--------------------------------------------- ------------------------
Its: Managing Director and Chief Operating Officer Its: Managing Director
--------------------------------------------- --------------------
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SUB-ADVISORY AGREEMENT
ANNEX 1
1. DEALING AND COUNTERPARTIES
1.1 The Local Manager will act in good faith and with due diligence in its
choice and use of counterparties. Unless directed by VKAM or the Fund
to use a specific counterparty, the Local Manager undertakes to secure
best execution of all the Fund's transactions. In securing best
execution, the Local Manager will take reasonable care to obtain the
best available price. Subject thereto, the Local Manager may deal on
such markets or exchanges and with such counterparties (including any
affiliate) as it thinks fit. All transactions will be effected in
accordance with the rules and regulations of the relevant market or
exchange, and the Local Manager may take all such steps as may be
required or permitted by such rules and regulations and/or by
appropriate market practice.
1.2 If any counterparty should fail to deliver any necessary documents or
to complete any transaction, the Local Manager will take all reasonable
steps on behalf of VKAM or the Fund to rectify such failure or obtain
compensation. VKAM shall procure that the Fund pay all reasonable costs
and expenses properly incurred by the Local Manager.
1.3 The Local Manager does not enter into soft commission arrangements.
1.4 The Local Manager may aggregate the Fund's orders with orders of other
clients (whether or not connected with the Local Manager). VKAM is
aware and has made the Fund aware that the aggregation of the Fund's
orders with those of other clients may result in the Fund obtaining on
some occasions a more favorable price and on others a less favorable
price, than if such orders had not been aggregated.
1.5 Where execution of an order requires a series of transactions to
complete, the Local Manager will allocate the order to the Fund using
the average price for the investment.
2. MATERIAL INTERESTS
2.1 The Local Manager and any affiliate may, subject to the limitations of
the 1940 Act, and to the overriding principles of suitability and best
execution and without prior reference to VKAM or the Fund, effect
transactions in which the Local Manager or affiliate has, directly or
indirectly, a material interest or a relationship of any description
with another party, which may involve a potential conflict with the
Local Manager's duty to VKAM or the Fund. Neither the Local Manager nor
any affiliate shall be liable to account to VKAM or the Fund for any
profit, commission or remuneration made or received from or by reason
of such transactions or any connected transactions nor will the Local
Manager's fees, unless otherwise provided, be abated. For example, such
potential conflicting interests or duties may arise because:
(a) any of the Local Manager's or affiliate's directors or employees
is a director of, holds or deals in securities of, or is
otherwise interested in any company whose securities are held or
8
dealt in on behalf of the Fund;
(b) the transaction is in the securities of a company for which an
affiliate has provided corporate finance advice, underwritten,
managed or arranged an issue or offer for sale;
(c) the Local Manager deals on behalf of the Fund with an affiliate;
(e) the Local Manager may effect transactions involving placings
and/or new issues with an Affiliate who may be acting as
principal or receiving agent's commission. Affiliates may retain
any agent's commission or discount or other benefit (including
Trustees' fees) that accrues to them; or
(f) the transaction is in units or shares of a collective investment
scheme (regulated or unregulated) of which the Local Manager or
any affiliate is the manager, operator, banker, adviser,
custodian or director.
2.2 The Local Manager shall generally enter into transactions in the course
of managing the Fund as agent on behalf of the Fund and not as
principal and therefore the Fund will be bound by the actions of the
Local Manager under this Agreement. The Local Manager or an affiliate
may act as principal in respect of a transaction for the Fund in order
to correct a transaction entered into in error. The Local Manager may
act as agent for a counterparty and also act as agent on behalf of the
Fund and in the course of so acting may charge a commission to either
the counterparty or the Fund.
2.3 Nothing in this Agreement shall oblige the Local Manager or any
affiliate to accept responsibilities more extensive than those set out
in this Agreement or shall give rise to any fiduciary or equitable
duties which would prevent or hinder any affiliate acting both as
market-maker and broker, principal or agent, dealing with other
affiliates and other clients and generally effecting transactions as
provided above nor from retaining any remuneration received in respect
thereof.
3. RECORDS AND REPORTS
3.1 The Local Manager will keep accurate and detailed records with respect
to all receipts, investments, sales, disbursements and other
transactions carried out by the Local Manager for VKAM on behalf of the
Fund.
3.2 Subject to the provisions of clause 1.2(d) of the Sub-Advisory
Agreement, all records held pursuant to this clause by the Local
Manager shall be open to inspection by VKAM or the Fund and the Local
Manager will provide VKAM and the Fund with such access as it itself
has to records held by any relevant third party, in each case at
reasonable times during business hours and upon the giving of
reasonable notice by VKAM or the Fund.
3.3 The Local Manager shall, not later than 10 working days following the
end of each calendar month, furnish to VKAM a statement showing all
transactions that have occurred in the Fund and a monthly listing of
all investments and cash balances held as of the end of such month.
3.4 The monthly statement will show the cost or amount realised (in the
case of any relevant new purchase or sale) and, where available, the
current value (where applicable) of each investment held in the Fund
and any income arising on the Fund's account during the relevant
calendar month, and will also include a statement showing the measure
of the performance of the assets of
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the Fund. The basis of all valuations will be as stated in the first
monthly statement, unless otherwise agreed.
3.5 The Local Manager will not provide VKAM with an individual trade
confirmation of each portfolio transaction unless VKAM has specifically
requested the Local Manager to do so.
4. FORCE MAJEURE
The Local Manager shall not be responsible or liable to VKAM or the
Fund for any failure or delay in the performance of its obligations
under this Agreement arising out of or caused, directly or indirectly,
by circumstances beyond its reasonable control, including, without
limitation, acts of God; earthquakes; fires; floods; wars; civil or
military disturbances; sabotage; epidemics; riots; interruptions, loss
or malfunctions of utilities; computer (hardware or software) or
communications services; accidents; labor disputes; acts of civil or
military authority or governmental actions; it being understood that
the Local Manager shall use reasonable efforts which are consistent
with accepted practices in the investment management industry to resume
performance as soon as practicable under the circumstances.
5. COMPLAINTS
The Local Manager maintains procedures for the effective consideration
and handling of client complaints. Complaints will be considered
promptly by the appropriate supervisory manager who is not personally
involved in the subject matter of the complaint. Where appropriate, the
complaint will be passed to the Compliance Officer.
6. CONFIDENTIALITY AND DISCLOSURE
6.1 Except as required by an applicable regulatory authority, neither the
Local Manager nor any affiliate is obliged to disclose to VKAM or the
Fund or to take into consideration information either:
(a) the disclosure of which by it to VKAM or the Fund would or might
be a breach of duty or confidence to any other person; or
(b) which comes to the notice of an employee, officer or agent of the
Local Manager or of an affiliate, but properly does not come to
the actual notice of any individual managing the Fund; or
(c) in respect of any investments, other than any price quoted and
sufficient and sufficient information to identify the class of
investments concerned; or
(d) relating to the nature or extent of any interest the Local
Manager or any affiliate has in any investments.
The Local Manager and VKAM undertake to keep private and confidential
all information acquired in connection with this Agreement, and not to
disclose such information to any person except to the extent that:
(a) the other party gives prior consent; or
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(b) the Local Manager is required to disclose the information by any
recognized investment exchange or any other regulatory authority
having jurisdiction over the Local Manager or the performance by
it of its obligations under this Agreement or by Singapore Law;
or
(c) disclosure to a counterparty to a transaction effected for the
Fund is required as a condition to such transaction; or
(d) disclosure is necessary to enable the Local Manager to perform
its obligations under this Agreement.
7. DATA PROTECTION
7.1 The Local Manager will, in connection with the Sub-Advisory Agreement,
comply (where applicable) with applicable data protection laws and
regulations (together, the "Data Protection Laws").
7.2 VKAM will comply (where applicable) with the Data Protection Laws and
(where applicable) take all reasonable steps to ensure that it has
obtained all necessary consents for the Local Manager to process any
personal data for the purposes of the Agreement.
8. RECORDING OF TELEPHONE INSTRUCTIONS
All instructions received by VKAM or the Fund by telephone will be
binding as if received in writing. The Local Manager may record
telephone conversations with VKAM or the Fund. In some circumstances,
when VKAM or the Fund is dealing with the Local Manager, data may be
collected about VKAM or the Fund or their employees, directors and
other officers indirectly from monitoring devices or other means (for
example, telephone logs and recordings). In these circumstances, the
data are not accessed on a routine basis but access is possible. Access
could occur, for instance, in situations where the data are needed to
clarify or confirm instructions provided by VKAM or the Fund, for
compliance for billing purposes.
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