EXHIBIT 99.K(iii)
SHAREHOLDER SERVICING AGREEMENT
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AGREEMENT (the "Agreement") made as of June 16, 1994, between THE
BRAZIL 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.
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.
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 BRAZIL 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
XXXXXXX SERVICE CORPORATION
FEE INFORMATION FOR SERVICES PROVIDED UNDER
SHAREHOLDER SERVICING AGREEMENT
SERVICE FEE FOR THE FUND
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$1,250 per month, for a total annual cost of $15,000
OTHER FEES
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$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
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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 Brazil Fund, Inc. Xxxxxxx Service Corporation
By By
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Dated: June 16, 1994 Dated: June 16, 1994
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.
