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Exhibit 13(c)
SHAREHOLDER SERVICING AGREEMENT
AGREEMENT (the "Agreement") made as of June 16, 1994, between THE FIRST
IBERIAN FUND INC., a Maryland corporation, having its principal place of
business at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Fund") and XXXXXXX
SERVICE CORPORATION ("Service Corporation"), a Massachusetts corporation having
its principal place of business at Xxx Xxxxxxxxxxxxx Xxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000.
WHEREAS, the Fund has determined that it is in the best interests of the
Fund to establish a toll-free "800" number and to provide personnel to respond
to certain inquiries regarding the Fund (as more fully described below, the
"Service"); and
WHEREAS, Service Corporation will initiate and provide the Service on
behalf of the Fund;
NOW, THEREFORE, it is agreed as follows:
1. The Fund hereby employs Service Corporation to provide, and Service
Corporation hereby agrees to provide, the Service. In accordance with procedures
established from time to time, Service Corporation agrees that the Service
consists of responding to telephone inquiries from shareholders and others about
the Fund and providing certain information via an audio response system.
2. For the performance by Service Corporation pursuant to this Agreement,
the Fund agrees to pay a fee and reimburse Service Corporation for reasonable
out-of-pocket expenses and advances as set out in the fee schedule attached
hereto and made a part hereof. Such fee schedule may be amended from time to
time subject to the approval of a majority of the Directors of the Fund who are
not "interested persons" (as defined in the Investment Company Act of 1940, as
amended (the "1940 Act")) of the Fund.
3. In addition to the fee paid under Section 2 above, the Fund agrees to
reimburse Service Corporation for reasonable out-of-pocket expenses or advances
incurred by Service Corporation for the items set out in the fee schedule agreed
to by both parties in writing. Such out-of-pocket expenses shall include, but
shall not be limited to, the Fund's allocable portion of (i) the initial
start-up costs of setting up the Service; (ii) the usage costs charged by the
telephone company for maintaining the Service; and (iii) telephone and postage
costs incurred in connection with providing the Service. In addition, any other
expenses incurred by Service Corporation at the request or with the consent of
the Fund will be reimbursed by the Fund.
4. The Fund agrees to pay all fees and reimbursable expenses promptly, the
terms, method and procedures for which are detailed on the fee schedule agreed
to by both parties in writing.
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5. Nothing herein shall be construed as prohibiting Service Corporation
from providing shareholder services for, or entering into shareholder servicing
agreements with, other clients (including other registered investment
companies), nor shall anything herein be construed as constituting Service
Corporation an agent of the Fund.
6. To the extent that Service Corporation acts in good faith and without
gross negligence or willful misconduct, Service Corporation shall not be
responsible for, and the Fund shall indemnify and hold Service Corporation
harmless from and against, any and all losses, damages, costs, charges, counsel
fees, payments, expenses and liabilities arising out of and attributable to all
actions of Service Corporation, its directors, officers and employees taken
pursuant to this Agreement. Service Corporation shall indemnify and hold the
Fund harmless from and against any and all losses, damages, costs, charges,
counsel fees, payments, expenses and liabilities arising out of or attributable
to the lack of good faith, gross negligence or willful misconduct of Service
Corporation, its directors, officers and employees in the performance of Service
Corporation's obligations under this Agreement.
7. This Agreement shall become effective as of the date first above
written, and shall remain in full force and effect until terminated. This
Agreement may be terminated by either party upon sixty (60) days' written notice
to the other. Should the Fund exercise its right to terminate, Service
Corporation reserves the right to charge reasonable expenses associated with
such termination.
8. Neither this Agreement nor any rights or obligations hereunder may be
assigned by either party without the written consent of the other party.
9. This Agreement may be executed by the parties hereto in any number of
counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same agreement.
10. This Agreement shall be construed in accordance with the laws of The
Commonwealth of Massachusetts, provided, however, that nothing herein shall be
construed as being inconsistent with the 1940 Act.
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IN WITNESS WHEREOF the parties have caused this Agreement to be executed by
their officers or directors, as appropriate, hereunto duly authorized all as of
the day and year first above written.
THE FIRST IBERIAN FUND INC.
BY: /s/ Xxxxxxxx Xxxxx
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Xxxxxxxx Xxxxx, President
XXXXXXX SERVICE CORPORATION
By: /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx, President
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XXXXXXX SERVICE CORPORATION
FEE INFORMATION FOR SERVICES PROVIDED UNDER
SHAREHOLDER SERVICING AGREEMENT
Service fee for the Fund
$1,250 per month, for a total annual cost of $15,000
Other fees
$2,571.43 Pro Rata Start-up Costs: Includes the pro rata costs of a one-time
charge to add a new "800" number to the existing Megacom service, costs for
updating the existing software and script recording, and additional system ports
to connect the telephone lines to the audio response system.
Out-of-pocket expenses shall be reimbursed by the Fund to Xxxxxxx Service
Corporation or paid directly by the Fund. Such expenses shall include but not be
limited to:
Telephone
Postage, overnight service or similar service
Stationery and envelopes
Data circuits
Lease and maintenance of audio response system
Recording devices and related materials
Expenses incurred at the specific direction of the fund
Payment
The above will be billed within the first five (5) business days of each month
and will be paid by wire within five (5) business days of receipt.
The First Iberian Fund, Inc. Xxxxxxx Service Corporation
By: /s/ Xxxxxxxx Xxxxx By: /s/ Xxxxxx Xxxxxx
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Dated: June 16, 1994 Dated: June 16, 1994
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ATTACHMENT A
SHAREHOLDER SERVICING AGREEMENT
LIST OF FUNDS
XXXXXXX NEW ASIA FUND, INC.
XXXXXXX NEW EUROPE FUND, INC.
THE ARGENTINA FUND, INC.
THE BRAZIL FUND, INC.
THE FIRST IBERIAN FUND, INC.
THE KOREA FUND, INC.
THE LATIN AMERICA DOLLAR INCOME FUND, INC.
XXXXXXX WORLD INCOME OPPORTUNITIES FUND, INC.
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