CHILEAN SUB-ADMINISTRATION AGREEMENT
July 1, 1994
Celfin Servicios Financieros Limitada
Xxxxxxxxx 0000, Xxxx 00
Xxxxxxxx, Xxxxx
Dear Sirs:
BEA Administration, Administradora de Fondos de Inversion de Capital
Extranjero S.A. (the "Chilean Administrator"), a corporation organized under
the laws of Chile, has entered into an agreement dated July 1, 1994, with
each of The Latin America Equity Fund, Inc. (the "Company"), a corporation
organized under the laws of the state of Maryland, and BEA Associates
("BEA"), a general partnership organized under the laws of the state of New
York (the "Chilean Administration Agreement"), regarding administration
services to be provided by the Chilean Administrator to the Company. A copy
of the Chilean Administration Agreement is attached hereto.
The Chilean Administrator hereby confirms its agreement with Celfin
Servicios Financieros Limitada ("Celfin"), a limited liability company organized
under the laws of Chile, regarding services to be provided by Celfin to the
Chilean Administrator as follows:
1. Celfin shall provide to the Chilean Administrator certain services
required by the latter in relation with its obligations to the Company
and BEA under the Chilean Administration Agreement and with its
obligations under Law No 18,657. Such services will specifically
consist of the following: (a) maintain the general ledger and other
books and records of the Company, prepare financial statements required
pursuant to Chilean law and regulations, and make necessary accounting
filings with the Chilean authorities as required by law, (b) make
applications to the Central Bank of Chile for remittances of monies
outside Chile, (c) withhold and pay Chilean taxes due, if any, on
amounts remitted abroad, (d) provide clerical assistance in connection
with Chilean investments and (e) serve as liaison with the Chilean
Superintendency of Securities and Insurance, the Central Bank of Chile,
the Chilean Internal Revenue Service and other Chilean authorities.
2. (i)(a). In consideration of the administrative services rendered
pursuant to this Agreement, the Chilean Administrator will pay Celfin
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 average weekly net assets invested in Chile during the
quarter. Thereafter, during the first three calendar quarters of each
year, the Chilean Administrator will pay Celfin 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 Chilean
Administrator will pay Celfin 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) 2,000 UFs less the
aggregate amount paid in the previous three calendar quarters. In
addition, Celfin will be reimbursed by the Chilean Administrator for
any expenses, up to 500 UFs annually, reasonably incurred in connection
with the performance of services required by this Chilean
Sub-Administration Agreement (other than the accounting services
described in clause (a) of paragraph 1 hereto). For purposes of this
Sub-Administration 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 1, the Chilean Administrator will
pay Celfin 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 quarter during 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 a
quarter, the fee for such part of that quarter shall be prorated
according to the proportion that 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 Celfin
under paragraph 2.(a)., the value of the Company's net assets shall be
computed at the times and in the manner
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specified in the Company's Registration Statement as from time to time
in effect.
3. Except as provided in paragraph 2.(i) above, Celfin will bear all
expenses in connection with the performance of its services under this
Agreement.
4. Celfin shall exercise its best judgment in rendering the services
listed in paragraph 1 above. Celfin shall be responsible for its own
negligent failure to perform its duties under this Agreement.
5. This Agreement shall become effective as of the Effective Date and
shall automatically terminate upon termination of the Chilean
Administration Agreement, unless previously terminated on 60 days'
written notice by the Chilean Administrator or upon 90 days' written
notice by Celfin.
6. This Agreement constitutes the entire agreement between the parties
hereto.
7. This Agreement shall be governed by and construed and enforced in
accordance with the laws of Chile.
8. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, and it shall not be necessary in
making proof of this Agreement to produce or account for more than one
such counterpart.
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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,
BEA ADMINISTRATION, ADMINISTRADORA
DE FONDOS DE INVERSION DE
CAPITAL EXTRANJERO S.A.
By: /s/
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Name:
Title:
Accepted:
CELFIN SERVICIOS FINANCIEROS LIMITADA
By: /s/
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Name:
Title:
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