THE EMERGING MARKETS INFRASTRUCTURE FUND INC.
ADDENDUM NO. 1 TO THE ADMINISTRATION AGREEMENT
This Addendum No. 1, dated as of December 4, 1997, is entered into between
The Emerging Markets Infrastructure Fund Inc., a Maryland corporation (the
"Fund"), and Bear Xxxxxxx Funds Management Inc., a Delaware corporation ("BSFM
- Delaware").
WHEREAS, Bear Xxxxxxx 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 December 21, 1993 (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 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 EMERGING MARKETS INFRASTRUCTURE FUND INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------
(Authorized Officer)
BEAR XXXXXXX FUNDS MANAGEMENT INC.,
a Delaware corporation
By: /s/ Xxxxx X. Xxxxxxx
-------------------------
Xxxxx X. Xxxxxxx
President
ADMINISTRATION AGREEMENT
ADMINISTRATION AGREEMENT, made as of the 1st day of August, 1995 between
The Emerging Markets Infrastructure Fund, Inc., a Maryland corporation (the
"Fund"), and Bear Xxxxxxx Funds Management Inc., a New York corporation (the
"Administrator").
WITNESSETH:
WHEREAS, the Fund is a non-diversified closed-end management investment
company registered under the Investment Company Act of 1940, as amended (the
"Investment Company Act"); and
WHEREAS, the Fund has retained an investment adviser for the purpose of
investing its assets in securities and desires to retain the Administrator
for certain administrative services, and the Administrator is willing to
furnish such administrative services on the terms and conditions hereinafter
set forth:
NOW, THEREFORE, the parties hereto agree as follows:
1. APPOINTMENT. The Fund hereby appoints the Administrator to provide
the services set forth below, subject to the overall supervision of the Board
of Directors of the Fund (the "Board") for the period and on the terms set
forth in this Agreement. The Administrator hereby accepts such appointment
and agrees during such period to render the services herein described and to
assume the obligations herein set forth; for the compensation herein provided.
2. DESCRIPTION OF SERVICES. Subject to the supervision of the Board
and the officers of the Fund, the Administrator shall provide office
facilities and personnel to assist the officers of the Fund in the
performance of the following services:
(a) Oversee the determination and publication of the Fund's net
asset value in accordance with the Fund's policy as adopted from time to time
by the Board;
(b) Oversee the maintenance by Xxxxx Brothers Xxxxxxxx & Co. of
certain books and records of the Fund as required under the Investment
Company Act and maintain (or oversee maintenance by such other persons as
approved by the Board) such other books and records (other than those
maintained by the investment adviser) required by law or for the proper
operation of the Fund;
(c) Assist in the preparation and the filing of the Fund's federal,
state and local income tax returns and any other required tax return;
(d) Review the appropriateness of and arrange for the payment of
the Fund's expenses;
(e) Prepare for review and approval by officers of the Fund financial
information for the Fund's semi-annual, annual and other periodic reports,
proxy statements and other communications with shareholders required or
otherwise to be sent to the Fund's shareholders, and arrange for the printing
and dissemination of such reports and communications to shareholders;
(f) Prepare for review by an officer of the Fund the Fund's
periodic financial reports required to be filed with the Securities and
Exchange Commission ("SEC") on Form N-SAR and Form N-2 and such other
reports, forms or filings, as may be mutually agreed upon;
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(g) Prepare reports relating to the business and affairs of the Fund
as may be mutually agreed upon and not otherwise appropriately prepared by
the Funds's investment adviser, custodian, legal counsel or auditors;
(h) Prepare such information and reports as may be required by any
stock exchange or exchanges on which the Fund's shares are listed;
(i) Make such reports and recommendations to the Board concerning
the performance of the independent accountants as the Board may reasonably
request or deems appropriate;
(j) Make such reports and recommendations to the Board concerning the
performance and fees of the Fund's custodian and transfer and disbursing
agent as the Board may reasonably request or deems appropriate;
(k) Oversee and review calculations of fees paid to the
Administrator, the investment adviser, the custodian, and any other service
providers of the Fund;
(l) Consult with the Fund's officers, independent accountants,
legal counsel, custodian, accounting agent and transfer and dividend
disbursing agent in establishing the accounting policies of the Fund;
(m) Review implementation of any stock purchase or dividend
reinvestment programs authorized by the Board;
(n) Compute the amount of dividends and distributions to be paid by
the Fund;
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(o) Develop and implement procedures to assist the investment
adviser in monitoring, on a monthly basis, compliance with regulatory
requirements and compliance with the Fund's investment objectives, policies
and restrictions as set forth in the Fund's prospectus and as amended by the
Board and by the Fund's shareholders;
(p) Provide communication and coordination services with regard to
the Fund's investment adviser, transfer and disbursing agent, custodian and
other service providers that render recordkeeping or shareholder
communication services to the Fund;
(q) Provide such assistance to the investment adviser, the
custodian and the Fund's legal counsel and auditors as generally may be
required to properly carry on the business and operations of the Fund; and
(r) Respond to or refer to the Fund's officers or transfer agent,
shareholder inquiries relating to the Fund.
All services are to be furnished through the medium of any directors,
officers or employees of the Administrator as the Administrator deems
appropriate in order to fulfill its obligations hereunder.
Each Party shall bear all its own expenses incurred in connection with
the Agreement, except as noted below:
3. COMPENSATION. The Fund will pay the Administrator a monthly fee at
the annual rate of 0.120% of the Fund's average net assets based on the net
asset value on the last day of each week and on which the New York Stock
Exchange is open for business. In addition to the fee, the Fund would be
required to reimburse to the Administrator all out-of-pocket expenses
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incurred by the Administrator for attendance at any meeting (outside of the New
York metropolitan area) of the Board, or any committees for such Board, or any
other meetings or presentations for which the Administrator is required to
attend.
4. RESPONSIBILITY OF ADMINISTRATOR. The Administrator assumes no
responsibility under this Agreement other than to render the services called
for hereunder, and specifically assumes no responsibilities for investment
advice or the investment or reinvestment of the Fund's assets.
5. INDEMNIFICATION. The Administrator shall not be liable to the Fund
for any action taken or omitted to be taken by the Administrator in
connection with the performance of any of its duties or obligations under
this Agreement, and the Fund shall indemnify the Administrator and hold it
harmless from and against all damages, liabilities, costs and expenses
(including reasonable attorneys' fees and amounts reasonably paid in
settlement) incurred by the Administrator in or by reason of any pending,
threatened or completed action, suit, investigation or other proceeding
(including an action or suit by or in the right of the Fund or its security
shareholders) arising out of or otherwise based upon any action actually or
allegedly taken or omitted to be taken by the Administrator in connection
with the performance of any of its duties or obligations under this Agreement;
provided, however, that nothing contained herein shall protect or be deemed
to protect the Administrator against or entitle or be deemed to entitle the
Administrator to indemnification in respect of any liability to the Fund or
its security holders to which the Administrator would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence in the
performance or its duties or, by reason of its reckless disregard of its duties
and obligations under this Agreement.
6. DURATION AND TERMINATION. This Agreement shall become effective as
of the date hereof and shall thereafter continue in effect unless terminated as
herein provided. This
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Agreement may be terminated by either party hereto (without penalty) at any
time by giving not less than 60 days' prior written notice to the other party
hereto.
7. SERVICES TO OTHERS. The services of the Administrator to the Fund
hereunder are not exclusive and nothing in this Agreement shall limit or
restrict the right of the Administrator to engage in any other business or to
render services of any kind to any other corporation, firm, individual or
association. The Administrator shall be deemed to be an independent
contractor, unless otherwise expressly provided or authorized by this
Agreement.
8. REFERENCES TO THE ADMINISTRATOR. During the term of this Agreement,
the Fund agrees to furnish the Administrator at the principal office of the
Administrator prior to use thereof all prospectuses, proxy statements,
reports to shareholders, sales literature, or other material prepared for
distribution to shareholders of the Fund or the public that refer in any way
to the Administrator. If the Administrator reasonably objects in writing to
such references within five business days (or such other time as may be
mutually agreed) after receipt thereof, the Fund will modify such references
in a manner reasonably satisfactory to the Administrator. In the event of
termination of this Agreement, the Fund will continue to furnish to the
Administrator copies of any of the above-mentioned materials that refer in any
way to the Administrator and, as soon as practicable after such termination,
shall eliminate all references to the Administrator in all written materials
used thereafter. The Fund shall furnish or otherwise make available to the
Administrator such other information relating to the business affairs of the
Fund as the Administrator at any time, or from time to time, reasonably
requests in order to discharge its obligations hereunder.
9. AMENDMENTS. This Agreement may be amended only by mutual written
consent.
10. NOTICES. Any notice or other communication required to be given
pursuant to this Agreement shall be deemed duly given if delivered or mailed
by registered mail, postage
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prepaid, (1) to the Administrator at 000 Xxxx Xxxxxx, 0xx xxxxx, Xxx Xxxx, Xxx
Xxxx 00000, Attention: Xxxxx X. Xxxxxxx, Executive Vice President or (2) to
the Fund c/o BEA Associates at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, Attention: Xxxx X. Xxxxxxx, Senior Vice President.
11. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement
and understanding of the parties hereto solely with respect to the matters
covered hereby and the relationship between the Fund and Bear Xxxxxxx Funds
Management Inc. as Administrator. Nothing in this Agreement shall govern,
restrict or limit in any respect any other business dealings between the
parties hereto unless otherwise expressly provided herein.
12. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York without reference to
choice of law principles thereof and in accordance with the Investment
Company Act. In the case of any conflict the Investment Company Act shall
control.
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.
ATTEST: THE EMERGING MARKETS
INFRASTRUCTURE FUND, INC.
Xxxxxxx Xxxxxxxxx By: /s/ Xxxx X. Xxxxxxx
------------------------- -------------------------
Name: Xxxx X. Xxxxxxx
Title: Senior V.P.
ATTEST: BEAR XXXXXXX FUNDS MANAGEMENT INC.
Xxxxxx Xxxxx By: /s/ Xxxxx X. Xxxxxxx
------------------------- -------------------------
Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President
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