ADMINISTRATIVE SERVICES AGREEMENT
-----------------------------------
THIS AGREEMENT is made as of April 30, 1992, by and between THE
LATIN AMERICA INVESTMENT FUND, INC., a Maryland corporation (the "Fund"), and
BEA Associates, a general partnership organized under the laws of the State
of New York.
W I T N E S S E T H :
WHEREAS, the Fund is registered as a closed-end, non-diversified
management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, the Fund wishes to retain BEA Associates to provide certain
administrative and shareholder services, and BEA Associates is willing to
furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT. The Fund hereby appoints BEA Associates to
provide certain administrative and shareholder services to the Fund for the
period and on the terms set forth in this Agreement. BEA Associates accepts such
appointment and agrees to furnish the services herein set forth in return for
the compensation as provided in Paragraph 6 of this Agreement. BEA Associates
agrees to comply with all relevant provisions of the 1940 Act and applicable
rules and regulations thereunder.
2. SERVICES ON A CONTINUING BASIS. Subject to the supervision
and direction of the Board of Directors of the Fund, BEA Associates undertakes
to perform the following administrative and shareholder services:
(a) Responding to shareholder inquiries; providing
shareholders, upon their request, with information relating to the shareholders'
holdings, the amount and timing of the payment of dividends, the availability of
shareholder reports and other matters; acting as liaison between the
shareholders and the Fund; and providing stationery and office supplies in
connection with the foregoing;
(b) Furnishing data processing services, clerical
services, and certain internal executive and administrative services; and
providing stationery and office supplies in connection with the foregoing;
(c) Furnishing corporate secretarial services,
including assisting in the preparation of materials for Board of Directors
meetings; distributing those materials; and preparing minutes of meetings of the
Fund's Board of Directors and any Committees thereof and of the Fund's
shareholders;
(d) Coordinating the preparation of reports to the
Fund's shareholders of record and the Securities and Exchange Commission (the
"SEC") including, but not limited to, proxy statements; annual, semi-annual and
quarterly reports to Shareholders; annual and semi-annual reports on Form N-SAR;
and post-effective amendments to the Fund's Registration Statement on Form N-2
(the "Registration Statement");
(e) Preparing and filing any reports or other
documents that may be required by state Blue Sky authorities;
(f) Assisting in the preparation of the Fund's tax
returns;
(g) Assisting in monitoring and developing compliance
procedures for the Fund which will include, among other matters, procedures for
monitoring compliance with the
-2-
Fund's investment objective, policies, restrictions, tax matters and applicable
laws and regulations; and
(h) Acting as liaison between the Fund and the Fund's
independent public accountants, counsel, custodian or custodians, administrator
and transfer and dividend-paying agent and registrar, and taking all reasonable
action in the performance of its obligations under this Agreement to assure that
all necessary information is made available to each of them.
In performing all services under this Agreement, BEA
Associates shall act in conformity with applicable law, the Fund's Articles of
Incorporation and By-Laws, and all amendments thereto, and the investment
objective, investment policies and other practices and policies set forth in the
Fund's Registration Statement, as such Registration Statement and practices and
policies may be amended from time to time.
3. BOOKS AND RECORDS. In connection with the services provided
under this Agreement, BEA Associates shall maintain books and records of the
Fund's reports or filings with its shareholders, the SEC and taxation
authorities, and other required reports and documents prepared, filed or
distributed on behalf of the Fund.
The books and records pertaining to the Fund that are in the
possession of BEA Associates shall be the property of the Fund. Such books and
records shall be prepared and maintained as required by the 1940 Act and other
applicable securities laws and rules and regulations. The Fund, or the Fund's
authorized representatives, shall have access to such books and records at all
times during BEA Associates' normal business hours. Upon the reasonable request
of the Fund, copies of any such books and records shall be provided by BEA
Associates to the Fund or the Fund's authorized representative at the Fund's
expense.
-3-
4. CONFIDENTIALITY. BEA Associates agrees on behalf of itself
and its employees to treat confidentially all records and other information
relative to the Fund and its prior, present or potential shareholders except,
after prior notification to and approval in writing by the Fund, which approval
shall not be unreasonably withheld and may not be withheld where BEA Associates
may be exposed to civil or criminal contempt proceedings for failure to comply,
when requested to divulge such information by duly constituted authorities, or
when so requested by the Fund.
5. RIGHT TO RECEIVE ADVICE.
(a) ADVICE OF FUND. If BEA Associates shall be in doubt
as to any action to be taken or omitted by it, it may request, and shall
receive, from the Fund directions or advice.
(b) ADVICE OF COUNSEL. If BEA Associates shall be in doubt
as to any question of law involved in any action to be taken or omitted by BEA
Associates, it may request advice from counsel of its own choosing (who may be
counsel for the Fund or BEA Associates, at the option of BEA Associates). The
Fund shall be responsible for all legal fees incurred in obtaining such advice.
(c) CONFLICTING ADVICE. In case of conflict between
directions or advice received by BEA Associates pursuant to subsection (a) of
this paragraph and advice received by BEA Associates pursuant to subsection (b)
of this paragraph, BEA Associates shall be entitled to rely on and follow the
advice received pursuant to the latter provision alone.
(d) PROTECTION OF BEA ASSOCIATES. BEA Associates shall be
protected in any action or inaction which it takes in reliance on any directions
or advice received pursuant to subsections (a) or (b) of this paragraph which
BEA Associates, after receipt of any such directions
-4-
or advice, in good faith believes to be consistent with such directions or
advice. However, nothing in this paragraph shall be construed as imposing upon
BEA Associates any obligation (i) to seek such directions or advice or (ii) to
act in accordance with such directions or advice when received. Nothing in this
subsection shall excuse BEA Associates when an action or omission on the part of
BEA Associates constitutes willful misfeasance, bad faith, gross negligence or
reckless disregard by BEA Associates of its duties under this Agreement.
6. REIMBURSEMENT OF EXPENSES. In consideration of services
rendered pursuant to this Agreement, the Fund will reimburse BEA Associates for
the direct and allocable costs incurred by BEA Associates on behalf of the Fund,
including, but not limited to, salaries and benefits payable to BEA Associates
employee(s) who perform services for the Fund, provided, however, that BEA
Associates will not be reimbursed for any portion of its costs for office space
and equipment or other overhead expenses related to providing services under
this Agreement. Allocable costs incurred on behalf of two or more funds for
which BEA Associates provide administrative and shareholder services will be
apportioned among such funds according to their respective net asset values.
Such direct and allocable costs shall not exceed $20,000 per annum. The Fund
shall also reimburse BEA Associates for any out-of-pocket expenses, including,
but not limited to, postage, telephone and telecommunications charges and
duplicating costs incurred on behalf of the Fund in rendering services
hereunder. BEA Associates will cause to be prepared and distributed annually to
the Board of Directors of the Fund, or more frequently as the Board of Directors
may request, an itemized report setting forth the amount of each expense for
which BEA Associates was reimbursed by the Fund. BEA Associates will ▇▇▇▇ the
Fund as soon as practicable after the end of each calendar month for the
expenses it is entitled to have reimbursed.
-5-
7. INDEMNIFICATION. The Fund agrees to indemnify and hold
harmless BEA Associates and its officers, directors, employees, partners and
agents from all taxes, charges, expenses, assessments, claims and liabilities
(including, without limitation, liabilities arising under federal securities
laws and any state and foreign securities and Blue Sky laws, all as in effect
from time to time) and expenses, including (without limitation) attorneys' fees
and disbursements, arising directly or indirectly from any action or thing which
BEA Associates takes or does or omits to take or do pursuant to the terms of
this Agreement or otherwise at the request or on the direction of or in reliance
on the advice of the Fund, PROVIDED, that neither BEA Associates nor any of its
officers, directors, employees, partners or agents shall be indemnified against
any liability to the Fund or to its shareholders (or any expenses incident to
such liability) arising out of BEA Associates' own willful misfeasance, bad
faith, gross negligence or reckless disregard of its duties and obligations
under this Agreement.
8. RESPONSIBILITY OF BEA ASSOCIATES. BEA Associates shall be
under no duty to take any action on behalf of the Fund, except as specifically
set forth herein or as may be specifically agreed to by BEA Associates in
writing. In the performance of its duties hereunder, BEA Associates shall be
obligated to exercise care and diligence and to act in good faith and to use its
best efforts within reasonable limits in performing services provided for under
this Agreement. Without limiting the generality of the foregoing or of any other
provision of this Agreement, BEA Associates in connection with its duties under
this Agreement shall not be under any duty or obligation to inquire into and
shall not be liable for or in respect of (a) the validity or invalidity or
authority or lack thereof of any notice or other instrument which conforms to
the applicable requirements of this Agreement, and which BEA Associates
reasonably believes to be genuine; or (b) delays or errors or loss of data
occurring by reason of circumstances beyond BEA
-6-
Associates' control, including acts of civil or military authority, national
emergencies, labor difficulties, fire, mechanical breakdown, flood or
catastrophe, acts of God, insurrection, war, riots or failure of the mails,
transportation, communication or power supply.
9. DURATION AND TERMINATION. This Agreement shall continue
until termination by the Fund or BEA Associates on 60 days' written notice.
10. NOTICES. All notices and other communications hereunder
(collectively referred to as "Notice" or "Notices" in this Paragraph), shall be
in writing or by confirming telegram, cable, telex or facsimile sending device.
Notices shall be addressed (a) if to BEA Associates at BEA Associates' address,
▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇; (b) if to the Fund, c/o
BEA Associates at the same address set forth in clause (a); or (c) if to neither
of the foregoing, at such other address as shall have been notified to the
sender of any such Notice or other communication. All postage, cable, telex or
facsimile sending device charges arising from the sending of a Notice hereunder
shall be paid by the sender.
11. FURTHER ACTIONS. Each party agrees to perform such further
acts and execute such further documents as are necessary to effectuate the
purposes hereof.
12. AMENDMENTS. This Agreement or any part hereof may be
changed or waived only by an instrument in writing signed by the party against
which enforcement of such change or waiver is sought.
13. COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
14. MISCELLANEOUS. This Agreement embodies the entire
agreement and understanding between the parties hereto, and supersedes all prior
agreements and understandings
-7-
relating to the subject matter hereof. The captions in this Agreement are
included for convenience of reference only and in no way define or delimit any
of the provisions hereof or otherwise affect their construction or effect. This
Agreement shall be deemed to be a contract made in New York and governed by New
York law. 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. This Agreement shall be binding and shall inure
to the benefit of the parties hereto and their respective successors.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their officers designated below on the day and year
first above written.
THE LATIN AMERICA INVESTMENT FUND, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title:
BEA ASSOCIATES
By: signature illegible
---------------------------
Name:
Title:
-8-
THE LATIN AMERICA INVESTMENT FUND, INC.
ADDENDUM NO. 1 TO THE ADMINISTRATION AGREEMENT
This Addendum No. 1, dated as of December 4, 1997, is entered into between
The Latin America Investment Fund, Inc., a Maryland corporation (the "Fund"),
and Bear ▇▇▇▇▇▇▇ Funds Management Inc., a Delaware corporation ("BSFM -
Delaware").
WHEREAS, Bear ▇▇▇▇▇▇▇ Funds Management Inc., a New York corporation ("BSFM -
New York"), has been previously appointed as the administrator to the Fund
pursuant to a Administration Agreement dated as of August 11, 1995 (the
"Agreement");
WHEREAS, the Fund and BSFM - New York desire to have BSFM - Delaware serve as
administrator pursuant to the Agreement;
NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as
follows:
1. BSFM - Delaware hereby assumes all rights and obligations of
BSFM - New York under the Agreement.
2. Both parties hereby agree that this Addendum No. 1 shall be
attached to and made a part of the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first
above written.
THE LATIN AMERICA INVESTMENT FUND, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------
(Authorized Officer)
BEAR ▇▇▇▇▇▇▇ FUNDS MANAGEMENT INC.,
a Delaware corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President
