EXHIBIT 13(b)
ADMINISTRATIVE SERVICES AGREEMENT
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THIS AGREEMENT is made as of April 30, 1992, by and between THE
INDONESIA 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 Fund's investment objective, policies,
restrictions, tax matters and applicable laws and regulations; and
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(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.
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
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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 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
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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 xxxx the Fund as soon as
practicable after the end of each calendar month for the expenses it is
entitled to have reimbursed.
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
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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 Associates'
control, including acts of civil or military authority, national emergencies,
labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of
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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, 000 X. 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx
00000; (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 relating to the subject matter hereof. The captions in
this Agreement are
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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 INDONESIA FUND, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Name:
Title:
BEA ASSOCIATES
By: /s/ (signature illegible)
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Name:
Title:
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