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ADMINISTRATION AGREEMENT
dated as of July 14, 1992
by and between
THE GREATER CHINA FUND, INC.
and
XXXXXXXX XXXXXXXX ASSET MANAGEMENT INC.
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ADMINISTRATION AGREEMENT
ADMINISTRATION AGREEMENT dated as of July 14, 1992 (this "Agreement"),
between THE GREATER CHINA FUND, INC., a Maryland corporation (the "Fund"), and
XXXXXXXX XXXXXXXX ASSET MANAGEMENT INC., a Delaware corporation (the
"Administrator").
W I T N E S S E T H :
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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 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 agree as follows:
1. Appointment. The Fund hereby appoints the Administrator to provide
certain administrative and shareholder services set forth below, subject to the
overall supervision of the Board of Directors of the Fund, 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 set forth herein, for
the compensation herein provided.
2. Subject to the supervision of the Board of Directors of the Fund,
the Administrator undertakes to perform the following services for the Fund:
(a) review the appropriateness of and arrange for the payment of the
Fund's expenses; in determining whether an expense is appropriately payable
by the Fund, the Administrator may rely on directions and advice received
from the Fund's officers, investment manager, independent accountants or
legal counsel;
(b) furnishing corporate secretarial services, including assisting in
the preparation of materials for Board of Directors meetings and
distributing those materials;
(c) 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 and semi-annual reports to
Shareholders; annual and semi-annual reports on Form N-SAR and such other
reports, forms or filings as may be mutually agreed upon; responding to
shareholder inquiries; and providing stationery and office supplies in
connection with the foregoing;
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(d) making such reports and recommendations to the Board of Directors
of the Fund concerning the performance of the independent accountants as
the Board of Directors of the Fund may reasonably request or deem
appropriate;
(e) assisting in monitoring and developing compliance procedures for
the Fund which will include procedures for monitoring compliance with the
Fund's investment objective, policies, restrictions, tax matters and
applicable laws and regulations;
(f) acting as liaison between the Fund and the Fund's independent
public accountants, counsel, custodian or custodians 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;
(g) overseeing 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 Fund's Board of Directors;
(h) overseeing the maintenance by Xxxxx Brothers Xxxxxxxx & Co of the
books and records of the Fund required under Rule 31a-1(b)(4) of the
Investment Company Act;
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(i) reviewing the Fund's U.S. federal, state and local income tax
returns and any other required tax returns as prepared by the Fund's
independent accountants;
(j) responding to or referring to the Fund's officers or transfer
agent shareholder inquiries relating to the Fund;
(k) making such reports and recommendations to the Board concerning
the performance and fees of the Fund's custodian and transfer and paying
agent as the Board may reasonably request or deem appropriate;
(l) overseeing and reviewing calculations of fees paid to the
Administrator, the investment manager and the custodian;
(m) consult with the Fund's officers, independent accountants, legal
counsel, custodian, accounting agent and transfer and paying agent in
establishing the accounting policies of the Fund;
(n) reviewing implementation of any stock purchase or dividend
reinvestment programs authorized by the Board of Directors; and
(o) providing such assistance to the investment manager, the custodian
and the Fund's counsel and auditors as generally may be required to
properly carry on the business and operations of the Fund.
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All services to be furnished by the Administrator under this Agreement may be
furnished through the medium of any directors, officers or employees of the
Administrator.
In performing all services under this Agreement, the Administrator
shall act in conformity with applicable law, the Fund's Articles of
Incorporation and By-Laws, and all amendments thereto, and the investment
objectives, policies and restrictions set forth in the Fund's Registration
Statement, as such Registration Statement and such objectives, policies and
restrictions may be amended from time to time.
3. Books and Records. In connection with the services provided under
this Agreement, the Administrator 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 the Administrator shall be the property of the Fund. Such books
and records shall be prepared and maintained as required by the Investment
Company 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 the Administrators' normal business hours. Upon
the
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reasonable request of the Fund, copies of any such books and records shall be
provided by the Administrator to the Fund or the Fund's authorized
representative at the Fund's expense.
4. Confidentiality. The Administrator agrees on behalf of itself and
its employees to treat confidentially all records and other information relative
to the Fund and its prior, present and potential shareholders except, after
prior notification to and approval in writing by the Fund, which approval shall
not be unreasonably withheld and may not be withheld where the Administrator 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. Expenses. Each party shall bear all expenses of its employees and
overhead incurred by it in connection with its duties under this Agreement. The
Administrator further agrees to pay all salaries and fees of the Fund's
directors and officers who are interested persons (as such term is defined in
the Investment Company Act) of the Administrator. The Fund will bear all of its
own expenses, including expenses of organizing the Fund; fees of any investment
manager or investment adviser; fees of the Fund's directors who are not
interested persons (as such term is defined in the Investment Company Act) of
the
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Administrator of investment advisor; [out-of-pocket travel expenses for all
directors and other expenses incurred by the Fund in connection with directors'
meetings]; interest expense; taxes and governmental fees; brokerage commissions
and other expenses incurred in acquiring or disposing of the Fund's portfolio
securities; expenses of preparing stock certificates; expenses in connection
with the issuance, offering, distribution, sale or underwriting of securities
issued by the Fund; expenses of registering and qualifying the Fund's shares for
sale with the Securities and Exchange Commission and in various states and
foreign jurisdictions; auditing, accounting, insurance and legal costs;
custodian, dividend disbursing and transfer agent fees and expenses; expenses of
obtaining and maintaining stock exchange listing of the Fund's shares; and the
expenses of shareholders' meetings and of the preparation and distribution of
proxies and reports to shareholders.
6. Fees. The Fund will pay the Administrator a fee at the annual rate
of 0.22% of the Fund's average weekly net assets up to $75,000,000 and 0.20% of
the Fund's average weekly net assets is excess of $75,000,000. Average net
assets are calculated based on the net asset value on the last day of each week
on which the New York Stock Exchange is open for business (or on such other day
of each week as may be established by the Fund's Board of
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Directors). Average net assets shall be calculated for this purpose without
regard to the liquidation value of any outstanding shares of preferred stock of
the Fund. Notwithstanding the foregoing, the minimum annual fee payable to the
Administrator shall be $150,000.
7. Limitation on Responsibility. 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.
8. Limitation on Liability. The Administrator shall not be liable 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 holders) arising out of or otherwise based upon any action
actually or allegedly taken or omitted to be taken by the
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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 shall 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 of its duties under this Agreement, or by reason
of its reckless disregard of its duties and obligations under this Agreement.
9. Term. This Agreement is effective as of the date hereof and shall
continue in effect until terminated as provided herein. This Agreement may be
terminated at any time by the Fund, without penalty, upon vote of a majority of
the Fund's Board of Directors or a majority of the outstanding voting securities
of the Fund on 90 days' prior written notice to the Administrator. The
Administrator may terminate this Agreement at any time upon not less than 90
days' prior written notice to the Fund. This Agreement shall automatically
terminate in the event of its assignment (as such term is defined in the
Investment Company Act).
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10. Right to Engage in Other Business Activities. Nothing in this
Agreement shall limit or restrict the right of any director, officer or employee
of the Administrator who may also be a director, officer or employee of the Fund
to engage in any other business or to devote this time and attention in part to
the management or other aspects of any business, whether of a similar or a
dissimilar nature, nor limit or restrict the right of the Administrator to
engage in any business or to render services of any kind to any other
corporation, firm, individual or association.
11. Furnishing of Certain Information. During the term of this
Agreement, the Fund agrees to furnish the Administrator at its principal office
prior to use thereof all prospectuses, proxy statements, reports to
stockholders, sales literature, or other material prepared for distribution to
stockholders of the Fund or the public that refer in any way to the
Administrator, and not to use such material if the Administrator reasonably
objects in writing within five business days (or such other time as may be
mutually agreed) after receipt thereof. 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. The
Fund shall furnish or otherwise make available to the Administrator such other
information
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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.
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. 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 prepaid, (1) to the Administrator at 0000 Xxxxxx xx xxx
Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Fund Administration Division; or
(2) to the Fund at Baring International Investment Management Limited, 000
Xxxxxxxxxx, Xxxxxx XX0X 0XX, Attention: Mr. David X.X. Xxxxxxxxxx, Director;
with a copy to Baring International Investment (Far East) Limited, 1901
Edinburgh Tower, 00 Xxxxx'x Xxxx Xxxxxxx, Xxxx Xxxx, Xxxxxxxxx: President.
14. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York.
15. 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.
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16. 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 included for convenience of reference only and in no way define or
limit any of the provisions hereof or otherwise affect their construction or
effect. 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.
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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 GREATER CHINA FUND, INC.
By: /s/ Xxxxx X. X. Xxxxxxxxxx
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Xxxxx X. X. Xxxxxxxxxx
President
XXXXXXXX XXXXXXXX ASSET
MANAGEMENT INC.
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Chief Financial and
Administrative Officer
