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EXHIBIT 9(b)
CONFORMED COPY
DATED 23rd OCTOBER 0000
XXX XXXXXX XXXXX XXXXXX EQUITY TRUST (1)
OLD MUTUAL EQUITY GROWTH ASSETS
SOUTH AFRICA FUND (2)
OLD MUTUAL SOUTH AFRICA
GROWTH ASSETS FUND LIMITED (3)
and
INTERNATIONAL FINANCE CORPORATION (4)
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STRUCTURING ENGAGEMENT
AGREEMENT
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Xxxxxx Xxxx
London
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THIS AGREEMENT is made on 23RD October 1995 BETWEEN:
(1) OLD MUTUAL SOUTH AFRICA EQUITY TRUST (organised as a Massachusetts
trust) whose principal office is at Xxxxxxxx Xxxxx, 00 Xxx-xx-Xxxxx
Xxxx, Xxxxxxxx, Xxxxxxx (xxx "MASTER TRUST");
(2) OLD MUTUAL EQUITY GROWTH ASSETS SOUTH AFRICA FUND (organised as a
Massachusetts business trust) whose principal office is at Xxxxxxxx
Xxxxx, 00 Xxx-xx-Xxxxx Xxxx, Xxxxxxxx, Xxxxxxx (xxx "OMEGA FUND");
(3) OLD MUTUAL SOUTH AFRICA GROWTH ASSETS FUND LIMITED (registered in
Bermuda with number EC2110) whose registered address is at Xxxxxxxx
Xxxxx, 00 Xxx-xx-Xxxxx Xxxx, Xxxxxxxx, Xxxxxxx (xxx "SAGA FUND"); and
(4) INTERNATIONAL FINANCE CORPORATION whose principal office is at 0000 X.
Xx. XX, Xxxxxxxxxx 00000 (the "IFC").
WHEREAS the Master Trust is being established as a fund investing in South
Africa and investors are being invited to participate in the Master Trust
through, in the case of US investors, the OMEGA Fund and through, in the case of
non-US investors, the SAGA Fund, this Agreement describes the structuring
services which the IFC has agreed to provide in return for a fee.
NOW IT IS HEREBY AGREED as follows:
1 IFC SERVICES
1.1 The IFC has provided and agrees to continue to provide consultation and
advisory services in connection with the establishment of the Master
Trust, the OMEGA Fund and the SAGA Fund (together the "FUNDS") in the
following areas:
(a) advice on the continuing development of the transaction
structure in relation to marketing, legal, accounting and
taxation issues;
(b) assisting in the preparation of the principal documentation
for the establishment of the Funds;
(c) advice on the form and constitution of the Funds;
(d) advice on the operational charging structure for the Funds,
including the level of management and other fixed charges; and
(e) assistance in the identification and appointment of suitable
directors and trustees.
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1.2 The IFC agrees with the Funds to act in the interests of the Funds and
to exercise reasonable care in providing the services described in
clause 1.1.
2 REMUNERATION
2.1 In consideration for the consultation and advisory services provided by
the IFC, the Master Trust agrees, subject to clause 2.2, to pay to the
IFC a fee of US$250,000.
2.2 The fee in clause 2.1 shall become due and payable on the first date by
which the US Placing Agreement and the Non-US Placing Agreement have
become fully unconditional.
2.3 In this Agreement, "NON-US PLACING AGREEMENT" means the agreement to be
entered into between the Master Trust, the SAGA Fund, South African
Mutual Life Assurance Society, Old Mutual Asset Managers (Bermuda)
Limited, Old Mutual Fund Holdings (Bermuda) Limited and Swiss Bank
Corporation and "US PLACING AGREEMENT" means the agreement to be
entered into between the Master Trust, the OMEGA Fund, South African
Mutual Life Assurance Society, Old Mutual Asset Managers (Bermuda)
Limited, Old Mutual Fund Holdings (Bermuda) Limited and XX Xxxxxxx &
Co. Inc. The IFC acknowledges that it understands the Swiss Bank
Corporation and XX Xxxxxxx & Co. Inc. will be the exclusive placement
agents for shares of the SAGA Fund and the OMEGA Fund, respectively,
subject to the terms of the Non-US Placing Agreement and the US Placing
Agreement, respectively.
3 GENERAL
3.1 The undersigned trustee or officer of the Master Trust has executed
this Agreement not individually but as trustee or officer under the
Declaration of Trust of the Master Trust and the obligations of this
Agreement are not binding upon any of the trustees or officers of the
Master Trust individually.
3.2 The undersigned trustee or officer of the OMEGA Fund has executed this
Agreement not individually but as trustee or officer under the
declaration of trust of the OMEGA Fund and the obligations of this
Agreement are not binding upon any of the trustees or officers of the
OMEGA Fund individually but as to the OMEGA Fund bind only the Trust
Estate (as defined in the declaration of trust of the OMEGA Fund).
3.3 This Agreement may be executed in two or more counterparts, each of
which shall constitute an original but which, when taken together,
shall constitute one agreement.
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4 GOVERNING LAW
This Agreement shall be governed by and construed in accordance with
English law and each of the parties hereby submits to the non-exclusive
jurisdiction of the High Court of Justice in England.
IN WITNESS whereof this Agreement has been entered into as a DEED the day and
year first above written.
Executed and delivered )
as a Deed by )
OLD MUTUAL SOUTH AFRICA )
EQUITY TRUST )
in the presence of: XXXXXX XXXXXXXX ) XXXXXXX XXXXX
Trustee
XXXXXXX XXXXXX
Trustee
Executed and delivered )
as a Deed by )
OLD MUTUAL EQUITY GROWTH )
ASSETS SOUTH AFRICA FUND )
in the presence of: XXXXXX XXXXXXXX ) XXXXXXX XXXXXXXX
Trustee
XXXXXXX XXXXXX
Trustee
Executed and delivered )
as a Deed by )
OLD MUTUAL SOUTH AFRICA )
GROWTH ASSETS FUND LIMITED )
in the presence of: XXXXXX XXXXXXXX ) XXXXXXX XXXX
Trustee
XXXXXXX XXXXXX
Trustee
Executed and delivered )
as a Deed by )
INTERNATIONAL FINANCE )
CORPORATION )
) XXXXXX X. TATA
Duly authorised signatory
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