CHILEAN ADMINISTRATION AGREEMENT
November 4, 1997
CELFIN Administradora de Fondos
de Inversion de Capital Extranjero S.A.
Xxxxxxxxx 0000, Xxxx 00
Xxxxxxxx, Xxxxx
Dear Sirs:
The Emerging Markets Infrastructure Fund, Inc. (the "Company"), a
corporation organized under the laws of the state of Maryland and BEA
Associates ("BEA"), a general partnership formed under the laws of the state
of New York, each herewith confirms its agreement with CELFIN Administradora
de Fondos de Inversion de Capital Extranjero S.A. (the "Chilean
Administrator"), a limited liability company organized under the laws of
Chile, regarding administration services to be provided by the Chilean
Administrator to the Company as follows:
1. INVESTMENT DESCRIPTION; APPOINTMENT
The Company desires to employ its capital by investing and
reinvesting (a) in investments of the kind and in accordance with the
limitations specified in (i) the Company's Articles of Incorporation, as amended
from time to time (the "Articles"), and (ii) the Company's Registration
Statement on Form N-2 filed with the Securities and Exchange Commission (the
"Registration Statement") and (b) in such manner and to such extent as may from
time to time be approved by the Company's Board of Directors. Copies of the
Registration Statement and the Articles have been or will be submitted to the
Chilean Administrator. The Company agrees to provide copies of all amendments to
the Registration Statement and the Articles to the Chilean Administrator on an
on-going basis. The Company and BEA desire to employ and hereby appoint the
Chilean Administrator to act as Chilean administrator for the Company with
respect to investments in Chile. The Chilean Administrator accepts this
appointment and agrees to furnish the services described herein for the
compensation set forth below.
2. SERVICES AS CHILEAN ADMINISTRATOR
Subject to the supervision and direction of the Board of Directors
of the Company and of BEA, the Chilean Administrator is responsible for all
administrative functions in Chile with respect to the Company and will perform
various services for the Company including (a) maintaining the general ledger
and other books and records of the Company, preparing financial statements
required pursuant to Chilean law and regulations, and making necessary
accounting filings with Chilean
authorities as required by law, (b) making applications to the Central Bank of
Chile for remittances of monies outside Chile, (c) withholding Chilean taxes due
on amounts remitted abroad on account of dividends, interest and net realized
capital gains or otherwise, (d) acting as the Company's representative in Chile
pursuant to the regulations contained in Article 12 of Chilean Law No. 18,657
and (e) providing clerical assistance in connection with Chilean investments.
The Chilean Administrator may subcontract any or all of such services, except
for those described in (d), to a third party.
3. COMPENSATION
(i)(a) In consideration of services rendered pursuant to this
Agreement, the Company will pay the Chilean Administrator within five
business days after the end of the calendar quarter during which the
Effective Date (as defined below) occurs and within five business days after
the end of the next calendar quarter thereafter a fee for the previous
quarter computed at an annual rate of .10% of the Company's average weekly
net assets invested in Chile during the quarter. Thereafter, during the first
three calendar quarters of each year, the Company will pay the Chilean
Administrator a fee for the previous quarter equal to a fee computed at an
annual rate of .10% of the Company's average weekly net assets invested in
Chile during the quarter. In the fourth calendar quarter of each year, the
Company will pay the Chilean Administrator a fee equal to the greater of (i)
a fee computed at the annual rate of .10% of the Company's average weekly net
assets invested in Chile during the quarter or (ii) 1,300 UFs less the
aggregate amount paid in the previous three calendar quarters. In addition,
the Chilean Administrator will be reimbursed by the Company for any expenses,
up to 500 UFs annually, reasonably incurred in connection with the
performance of services required by this Chilean Administration Agreement
(other than the accounting services described in clause (a) of paragraph 2
hereto). For purposes of this Agreement, amounts owing in Chilean pesos will
be calculated at the "dolar observado" rate on the date of payment or, if
such rate ceases to exist in Chile, at an exchange rate commonly utilized in
lieu of the "dolar observado" rate.
(b) In consideration of the accounting services rendered pursuant to
clause (a) of paragraph 2, the Company will pay the Chilean Administrator within
five business days after the end of the calendar quarter during which the
Effective Date occurs and within five business days after the end of each
calendar quarter thereafter a fee of 51.33 UFs.
The UF value utilized will be its value on the date of payment or,
if UFs cease to exist, amounts owing under this Agreement will be calculated
using an exchange rate commonly utilized in lieu thereof or any one which
reflects the Chilean inflation rate. The fee for the period from the date of
this agreement (the "Effective Date") to the end of the first calendar
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quarter in which the Effective Date occurs shall be prorated according to the
proportion that such period bears to the full quarterly period.
(c) Upon any termination of this Agreement before the end of any
quarter, the fees for such part of a quarter shall be prorated according to the
proportion which such period bears to the full quarterly period and shall be
payable upon the date of termination of this Agreement. For the purpose of
determining fees payable to the Chilean Administrator, the value of the
Company's net assets shall be computed at the times and in the manner specified
in the Registration Statement as from time to time in effect.
(ii) In addition to the compensation set forth above, the Company
will pay to the Chilean Administrator a fee of .15% of the principal value of
each trade executed on behalf of the Company in the stock exchanges, subject to
compliance in all respects with the Company's procedures under Rule 17e-1 of the
Investment Company Act of 1940, as amended; provided that this fee shall not be
payable in respect to any particular trade if a stockbroker's fee or any other
brokerage commission is payable by the Company to any other person with respect
to such trade. This fee shall be paid on a monthly basis unless the Chilean
Administrator shall have provided timely notice of its intent to be paid on a
per trade basis, in which event such fee shall be paid after the settlement of
each trade. The Chilean Administrator hereby agrees that it shall be solely
responsible for paying any fees or brokerage commissions due and payable with
respect to transactions executed on behalf of the Company in respect of which it
has received payment under this clause (ii).
4. EXPENSES
Except as proved in paragraph 3(i) above, the Chilean Administrator
will bear all expenses in connection with the performance of its services under
this Agreement, including the payment of fees to any subcontractor retained by
it to perform services undertaken by the Chilean Administrator pursuant to this
Agreement. The Company will bear certain other expenses to be incurred in its
operation, including: organizational expenses; taxes, interest, brokerage costs
and commissions and stock exchange fees and the related Chilean value added tax;
fees of directors of the Company who are not officers, directors, or employees
of BEA, any investment sub-adviser to the Fund, or any of their affiliates;
Securities and Exchange Commission fees, state Blue Sky qualification fees;
charges of custodians, sub-custodians and transfer and dividend disbursing
agents; expenses in connection with the Company's Dividend Reinvestment and Cash
Purchase Plan; insurance premiums; outside auditing, pricing and legal expenses;
costs of maintenance of the Company's existence; costs attributable to investor
services, including, without limitation, telephone and personnel expenses; costs
of printing stock certificates; costs of shareholders' reports and
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meetings of the shareholders of the Company and of the officers or Board of
Directors of the Company; membership fees in trade associations; stock exchange
listing fees and expenses; litigation and other extraordinary or non-recurring
expenses.
5. STANDARD OF CARE
The Chilean Administrator shall exercise its best judgment in
rendering the services listed in paragraph 2 above. The Chilean Administrator
shall be responsible for its own negligent failure to perform its duties under
this Agreement.
6. TERM OF AGREEMENT
This Agreement shall become effective as of the Closing Date and
shall continue unless terminated on 60 days' written notice by the Board of
Directors of the Company or upon 90 days' written notice by the Chilean
Administrator.
7. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties
hereto.
8. GOVERNING LAW.
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the state of New York without giving effect to the
conflicts of laws principles thereof.
9. COUNTERPART.
This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original.
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If the foregoing accurately sets forth our agreement, kindly
indicate your acceptance hereof by signing and returning the enclosed copy
hereof.
Very truly yours,
THE EMERGING MARKETS
INFRASTRUCTURE FUND, INC.
By:____________________________________
Name:
Title:
BEA ASSOCIATES
By:____________________________________
Name:
Title:
Accepted:
CELFIN ADMINISTRADORA DE FONDOS DE
INVERSION DE CAPITAL EXTRANJERO S.A.
By:
Name:
Title:
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