EXHIBIT (h)(1)
THE GREATER CHINA FUND, INC.
________ Shares of Common Stock
Issuable Upon Exercise of ________
Non-Transferable Rights to Subscribe
for Such Shares of Common Stock
DEALER MANAGER AGREEMENT
New York, New York
March 8, 1996
PaineWebber Incorporated
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
The Greater China Fund, Inc., a Maryland corporation (the "Com-
pany"), and Baring International Investment (Far East) Limited (the
"Investment Manager") each confirms its agreement with and appointment of
PaineWebber Incorporated (the "Dealer Manager") to act as dealer manager in
connection with the issuance by the Company to the holders of record at the
close of business on March 18, 1996, or such other date as is established as
the record date for such purpose (each a "Holder" and, collectively, the
"Holders") of ________ non-transferable rights entitling such Holders to sub-
scribe for ________ shares (each a "Share" and, collectively, the "Shares") of
common stock, par value $.001 per share (the "Common Stock"), of the Company
(collectively, the "Offer"). Pursuant to the terms of the Offer, the Company
is issuing each Holder one non-transferable right (each a "Right" and, collec-
tively, the "Rights") for each share of Common Stock held by such Holder on
the record date set forth in the Prospectus (the "Record Date"). Such Rights
entitle Holders to acquire during the subscription period set forth in the
Prospectus (the "Subscription Period"), at the price set forth in such Pro-
spectus (the "Subscription Price"), one Share for each ___ Rights exercised on
the terms and conditions set forth in such Prospectus. No fractional shares
will be issued. Any Holder who fully exercises all Rights initially issued to
such Holder will be entitled to subscribe for, subject to allotment, addi-
tional Shares (the "Over-Subscription Privilege"). Pursuant to the Over-
Subscription Privilege, the Company may, at its discretion, increase the
number of Shares subject to subscription by up to 25%, or ________ shares of
Common Stock, for an aggregate total of ________ Shares.
The Company has filed with the Securities and Exchange Commission
(the "Commission") a registration statement on Form N-2 (File Nos. 333-00691
and 811-6674) and a related preliminary prospectus and preliminary statement
of additional information for the registration of the Shares under the Securi-
ties Act of 1933, as amended (the "Securities Act"), the Investment Company
Act of 1940, as amended (the "Investment Company Act"), and the rules and
regulations of the Commission under the Securities Act and Investment Company
Act (the "Rules and Regulations"), and has filed such amendments to such
registration statement on Form N-2, if any, and such amended preliminary pro-
spectuses and preliminary statements of additional information as may have
been required to the date hereof. If the registration statement has not
become effective, a further amendment to such registration statement,
including forms of a final prospectus and final statement of additional infor-
mation necessary to permit the registration statement to become effective will
promptly be filed by the Company with the Commission. If the registration
statement has become effective and any prospectus or statement of additional
information constituting a part thereof omits certain information at the time
of effectiveness pursuant to Rule 430A of the Rules and Regulations, a final
prospectus and final statement of additional information containing such
omitted information shall be filed by the Company with the Commission in
accordance with Rule 497(h) of the Rule and Regulations. The term "Registra-
tion Statement" means the registration statement, as amended (if applicable),
at the time it becomes or became effective, including financial statements and
all exhibits and all documents, if any, incorporated therein by reference, and
any information deemed to be included by Rule 430A. The term "Prospectus"
means the final prospectus and final statement of additional information in
the forms filed with the Commission pursuant to Rule 497(c), (h) or (j) of the
Rules and Regulations, as the case may be, as from time to time amended or
supplemented pursuant to the Securities Act. The Prospectus and letters to
beneficial owners of the shares of Common Stock of the Company, forms used to
exercise rights, any letters from the Company to securities dealers, commer-
cial banks and other nominees and any newspaper announcements, press releases
and other offering materials and information that the Company may use,
approve, prepare or authorize for use in connection with the Offer, are
collectively referred to hereinafter as the "Offering Materials".
1. Representations and Warranties.
(a) The Company represents and warrants to, and agrees with, the
Dealer Manager as of the date hereof, as of the date of the commencement of
the Offer (such later date being hereinafter referred to as the "Representa-
tion Date") and as of the Expiration Date (as defined below) that:
(i) The Company meets the requirements for use of Form N-2 under
the Securities Act and the Investment Company Act and the Rules and Regu-
lations. At the time the Registration Statement becomes effective, the
Registration Statement will contain all statements required to be stated
therein in accordance with and will comply in all material respects with
the requirements of the Securities Act, the Investment Company Act and
the Rules and Regulations and will not contain any untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading. From
the time the Registration Statement becomes effective through the expira-
tion date of the Offer set forth in the Prospectus (the "Expiration
Date"), the Prospectus and the other Offering Materials then authorized
by the Company for use will not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided,
however, that the representations and warranties in this subsection shall
not apply to statements in or omissions from the Registration Statement,
Prospectus or Offering Materials made in reliance upon and in conformity
with information furnished to the Company in writing by the Dealer
Manager expressly for use in the Registration Statement, Prospectus or
Offering Materials.
(ii) The Company is registered with the Commission under the
Investment Company Act as a closed-end, non-diversified management
investment company, and no order of suspension or revocation of such
registration has been issued or proceedings therefor initiated or
threatened by the Commission.
(iii) Price Waterhouse LLP, the accountants who certified the
financial statements of the Company set forth or incorporated by
reference in the Registration Statement and the Prospectus, are indepen-
dent public accountants as required by the Securities Act and the Rules
and Regulations.
(iv) The financial statements of the Company set forth or
incorporated by reference in the Registration Statement and the
Prospectus present fairly in all material respects the financial condi-
tion of the Company as of the dates or for the periods indicated in con-
formity with generally accepted accounting principles applied on a
consistent basis; and the information set forth in the Prospectus under
the headings "Expense Information" and "Financial Highlights" presents
fairly in all material respects the information stated therein.
(v) The Company has been duly incorporated and is validly existing
as a corporation in good standing under the laws of the State of
Maryland, has full power and authority (corporate and other) to conduct
its business as described in the Registration Statement and the Pro-
spectus and is duly qualified to do business in each jurisdiction,
whether foreign or domestic, in which it owns or leases real property or
in which the conduct of its business requires such qualification, except
where the failure to be so qualified would not result in a material
adverse effect upon the business, properties, financial position or
results of operations of the Company. The Company has no subsidiaries.
(vi) The Company has an authorized capitalization as set forth in
the Prospectus; the outstanding shares of Common Stock have been duly
authorized and are validly issued, fully paid and non-assessable and
conform in all material respects to the description thereof in the
Prospectus under the heading "Description of Common Stock"; the Rights
have been duly authorized by all requisite action on the part of the
Company for issuance pursuant to the Offer; the Shares have been duly
authorized by all requisite action on the part of the Company for
issuance and sale pursuant to the terms of the Offer and, when issued and
delivered by the Company pursuant to the terms of the Offer against
payment of the consideration set forth in the Prospectus, will be validly
issued, fully paid and non-assessable; the Shares and the Rights conform
in all material respects to all statements relating thereto contained in
the Registration Statement, Prospectus and Offering Materials; and the
issuance of each of the Rights and the Shares is not subject to any
preemptive rights.
(vii) Except as set forth in the Prospectus, subsequent to the
respective dates as of which information is given in the Registration
Statement and the Prospectus, (A) there has been no material adverse
change in the condition (financial or other), business or prospects of
the Company, not arising in the ordinary course of business, (B) there
have been no transactions entered into by the Company that are material
to the Company other than those in the ordinary course of business and
(C) there has been no dividend or distribution paid or declared in
respect of the Company's capital stock.
(viii) Except as set forth in the Prospectus, there is no pending
or, to the knowledge of the Company, threatened action, suit or pro-
ceeding affecting the Company or to which the Company is a party before
or by any court or governmental agency or body, whether foreign or
domestic, which might result in any material adverse change in the condi-
tion (financial or other), business or prospects of the Company, or which
might materially and adversely affect the properties or assets of the
Company (taken as a whole).
(ix) There are no franchises, contracts or documents of the Company
that are required to be described in or filed as exhibits to the
Registration Statement by the Securities Act or the Investment Company
Act or by the Rules and Regulations that have not been so described in or
filed or incorporated by reference therein as permitted by the Securities
Act, Investment Company Act or the Rules and Regulations.
(x) Each of this agreement (the "Agreement"), the subscription
agency agreement (the "Subscription Agency Agreement") dated as of March
8, 1996 between the Company and PNC Bank, National Association (the "Sub-
scription Agent"), the management agreement dated as of March 14, 1995
between the Company and the Investment Manager (the "Management
Agreement"), the information agent agreement (the "Information Agent
Agreement") between the Company and Shareholder Communications Corpora-
tion dated as of March 8, 1996 (the "Information Agent"), the administra-
tion agreement dated as of July 14, 1992 between the Company and Xxxxxxxx
Xxxxxxxx Asset Management Inc. (the "Administration Agreement"), the
custodian agreement dated as of July 14, 1992 between the Company and
Brown Brothers Xxxxxxxx & Co. (the "Custodian Ageement") and the transfer
agency and registrar agreement dated as of July 15, 1992 between the
Company and PNC Bank, National Association (the "Transfer Agency
Agreement") (collectively, all the foregoing are the "Company Agree-
ments") has been duly authorized, executed and delivered by the Company;
each of the Company Agreements is, assuming due authorization, execution
and delivery by the other parties thereto, legal, valid, binding and
enforceable obligation of the Company, except as to enforcement of rights
to indemnity and contribution under this Agreement may be limited by
Federal or state securities laws or principles of public policy and sub-
ject, as to enforcement, to bankruptcy, insolvency, reorganization,
moratorium and other laws of general applicability relating to or affect-
ing creditors' rights and to general principles of equity (regardless of
whether enforceability is considered in a proceeding in equity or at law)
and the issuance of the Rights, the issuance and sale of the Shares and
the performance of the Company Agreements, including any subcustodial
arrangements entered into pursuant to the Custodian Agreement, and the
consummation of the transactions contemplated therein or in the Regis-
tration Statement will not result in a conflict with or in a material
breach or violation of any of the material terms and provisions of,
constitute a default under, or result in the creation or imposition of
any material lien, charge or encumbrance upon any properties or assets of
the Company pursuant to any material agreement, indenture, mortgage,
lease or other instrument to which the Company is a party or by which it
may be bound or to which any of the property or assets of the Company is
subject, nor will such action result in any violation of the Company's
charter or by-laws, or, to the best knowledge of the Company, any order,
law, rule or regulation of any court or governmental agency or body,
whether foreign or domestic, having jurisdiction over the Company or any
of its properties, except, in each case, for such violations, defaults,
conflicts or breaches that would not have, individually or in the aggre-
gate, a material adverse effect on the Company; no consent, approval,
authorization, notification or order of, or filing with, any court or
governmental agency or body, whether foreign or domestic, is required for
the consummation by the Company of the transactions contemplated by the
Company Agreements or the Registration Statement, except such as have
been obtained, or if the registration statement filed with respect to the
Shares is not effective under the Securities Act as of the time of execu-
tion hereof, such as may be required (and shall be obtained as provided
in this Agreement) under the Investment Company Act, the Securities Act,
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
state securities laws.
(xi) Each of the Company Agreements complies with all applicable
provisions of the Investment Company Act.
(xii) The Common Stock has been duly listed on the New York Stock
Exchange and prior to their issuance the Shares will have been approved
for listing, subject to official notice of issuance.
(xiii) The Company owns or possesses or has obtained all material
governmental licenses, permits, consents, orders or approvals and other
authorizations, whether foreign or domestic, necessary to lease or own,
as the case may be, and to operate its properties and to carry on its
business as contemplated in the Prospectus, except for such licenses,
permits, consents, orders or approvals and other authorizations which the
failure to obtain would not have, individually or in the aggregate, a
material adverse effect on the Company.
(xiv) The Company (A) has not taken, directly or indirectly, any
action designed to cause or to result in, or that has constituted or
which might reasonably be expected to constitute, the stabilization or
manipulation of the price of any security of the Company to facilitate
the issuance of the Rights or the sale or resale of the Shares, (B) has
not since the filing of the Registration Statement sold, bid for or
purchased, or paid anyone any compensation for soliciting purchases of,
shares of Common Stock of the Company and (C) will not, until the later
of the expiration of the Rights or the completion of the distribution
(within the meaning of Rule 10b-6 under the Exchange Act) of the Shares,
sell, bid for or purchase, pay or agree to pay to any person any
compensation for soliciting another to purchase any other securities of
the Company (except for the solicitation of the exercises of Rights and
the Over-Subscription Privilege pursuant to this Agreement); provided
that any action in connection with the Company's dividend reinvestment
plan will not be deemed to be within the terms of this Section 1(a)(xiv).
(xv) The Company intends to direct the investment of the proceeds
of the offering described in the Registration Statement and the
Prospectus in such a manner as to comply with the requirements of Sub-
chapter M of the Internal Revenue Code of 1986, as amended ("Subchapter M
of the Code"), and is qualified and intends to continue to qualify as a
regulated investment company under Subchapter M of the Code.
(b) The Investment Manager represents and warrants to, and agrees
with, the Dealer Manager as of the date hereof, as of the Representation Date
and as of the Expiration Date that:
(i) The Investment Manager has been duly incorporated and is valid-
ly existing as a corporation under the laws of Hong Kong with full power
and authority to own its properties and conduct its business as described
in the Prospectus, and is duly qualified to do business in each juris-
diction, whether foreign or domestic, in which it owns or leases real
property or in which the conduct of its business requires such qualifica-
tion, except where the failure to be so qualified does not involve a
material adverse effect on the Investment Manager.
(ii) The Investment Manager is duly registered as an investment
adviser under the Investment Advisers Act of 1940, as amended (the
"Advisers Act"), and is not prohibited by the Advisers Act or the Invest-
ment Company Act, or the rules and regulations under such Acts, from
acting under the Management Agreement for the Company as contemplated by
the Prospectus.
(iii) Each of this Agreement and the Management Agreement has been
duly authorized, executed and delivered by the Investment Manager; the
Management Agreement is, assuming due authorization, execution and deliv-
ery by the other parties thereto, a legal, valid, binding and enforceable
obligation of the Investment Manager, subject as to enforcement to
bankruptcy, insolvency, reorganization, moratorium and other laws of
general applicability relating to or affecting creditors' rights, and to
general principles of equity (regardless of whether enforceability is
considered in a proceeding in equity or at law), and the performance by
the Investment Manager of its obligations under such agreements and the
consummation of the transactions therein contemplated to be consummated
by the Investment Manager will not conflict with or result in a breach or
violation of any of the terms and provisions of, or constitute a default
under, any statute, any material agreement or instrument to which the
Investment Manager is a party or by which it is bound or to which any of
its property is subject, the Investment Manager's charter and by-laws, or
any order, rule or regulation of any court or governmental agency or
body, stock exchange or securities association, whether foreign or
domestic, having jurisdiction over the Investment Manager or any of its
properties or operations, except, in each case, for such conflicts,
breaches or violations that would not have, individually or in the
aggregate a material adverse effect on the Investment Manager.
(iv) Except as set forth in the Prospectus, there is no pending or,
to the knowledge of Investment Manager, threatened action, suit or
proceeding to which the Investment Manager is a party before or by any
court or governmental agency or body, whether foreign or domestic, which
is likely to have a material adverse effect upon the Investment Manager
or upon the ability of the Investment Manager to perform its contract
with the Company.
(v) The Investment Manager (A) has not taken, directly or indirect-
ly, any action designed to cause or to result in, or that has constituted
or which might reasonably be expected to constitute, the stabilization or
manipulation of the price of any security of the Company to facilitate
the issuance of the Rights or the sale or resale of the Shares, (B) has
not since the filing of the Registration Statement sold, bid for or
purchased, or paid anyone any compensation for soliciting purchases of,
shares of Common Stock of the Company and (C) will not, until the later
of the expiration of the Rights or the completion of the distribution
(within the meaning of Rule 10b-6 under the Exchange Act) of the Shares,
sell, bid for or purchase, pay or agree to pay any person any compen-
sation for soliciting another to purchase any other securities of the
Company (except for the solicitation of exercises of Rights and the Over-
Subscription Privilege pursuant to this Agreement); provided that any
action in connection with the Company's dividend reinvestment plan will
not be deemed to be within the terms of this Section 1(b)(v).
(c) Any certificate required by this Agreement that is signed by
any officer of the Company or the Investment Manager and delivered to the
Dealer Manager or counsel for the Dealer Manager shall be deemed a repre-
sentation and warranty by the Company or the Investment Manager, as the case
may be, to the Dealer Manager, as to the matters covered thereby.
2. Agreement to Act as Dealer Manager.
(a) On the basis of the representations and warranties contained
herein, and subject to the terms and conditions of the Offer:
(i) The Company hereby appoints the Dealer Manager and other
soliciting dealers entering into a Soliciting Dealer Agreement, in the
form attached hereto as Exhibit A, with the Dealer Manager (the "Solic-
iting Dealers"), to solicit, in accordance with the Securities Act, the
Investment Company Act and the Exchange Act, and their customary
practice, the exercise of the Rights and the Over-Subscription Privilege,
subject to the terms and conditions of this Agreement, the procedures de-
scribed in the Registration Statement and, where applicable, the terms
and conditions of such Soliciting Dealer Agreement; and
(ii) The Company agrees to furnish, or cause to be furnished, to
the Dealer Manager, lists, or copies of those lists, showing the names
and addresses of, and number of shares of Common Stock held by, Holders
as of the Record Date, and the Dealer Manager agrees to use such
information only in connection with the Offer, and not to furnish the
information to any other person except for securities brokers and dealers
that have been requested by the Dealer Manager to solicit exercises of
Rights and the Over-Subscription Privilege.
(b) The Dealer Manager agrees to provide to the Company, in
addition to the services described in paragraph (a) of this Section 2,
financial advisory and marketing services in connection with the Offer. No
advisory fee, other than the fees provided for in Section 3 of this Agreement
and the reimbursement of the Dealer Manager's out-of-pocket expenses as
described in Section 5 of this Agreement, will be payable by the Company to
the Dealer Manager in connection with the financial advisory and marketing
services provided by the Dealer Manager pursuant to this Section 2(b).
(c) The Company and the Dealer Manager agree that the Dealer
Manager is an independent contractor with respect to the solicitation of the
exercise of Rights and the Over-Subscription Privilege and the performance of
financial advisory and marketing services to the Company contemplated by this
Agreement.
(d) In rendering the services contemplated by this Agreement, the
Dealer Manager will not be subject to any liability to the Company or the
Investment Manager or any of their affiliates, for any act or omission on the
part of any soliciting broker or dealer (except with respect to the Dealer
Manager acting in such capacity) or any other person, and the Dealer Manager
will not be liable for acts or omissions in performing its obligations under
this Agreement, except for any losses, claims, damages, liabilities and
expenses that are finally judicially determined to have resulted primarily
from the bad faith, willful misconduct or gross negligence of the Dealer
Manager or by reason of the reckless disregard of the obligations and duties
of the Dealer Manager under this Agreement.
3. Dealer Manager and Solicitation Fees. In full payment for the
financial advisory and marketing services rendered and to be rendered hereun-
der by the Dealer Manager, the Company agrees to pay the Dealer Manager a fee
(the "Dealer Manager Fee"), equal to 1.25% of the aggregate Subscription Price
for the Shares issued pursuant to the exercise of Rights or the Over-Subscrip-
tion Privilege. The Company also agrees to pay Soliciting Dealers and the
Dealer Manager, in full payment for their soliciting efforts, fees (the "So-
licitation Fees") (such Solicitation Fees paid to the Dealer Manager are in
addition to the Dealer Manager Fee) equal to 2.50% of the Subscription Price
per Share for each Share issued pursuant to the exercise of Rights or the
Over-Subscription Privilege solicited by such broker-dealer. The Company
agrees to pay the Solicitation Fees to the broker-dealer designated on the
applicable portion of the form used by the Holder to exercise Rights, and if
no broker-dealer is so designated or a broker-dealer is otherwise not entitled
to receive compensation pursuant to the terms of the Soliciting Dealer
Agreement, then to pay the Dealer Manager the Solicitation Fee for each Share
exercised pursuant to such exercise of Rights or the Over-Subscription
Privilege. Payment to the Dealer Manager by the Company will be in the form
of a wire transfer of same day funds to an account or accounts identified by
the Dealer Manager. Such payment will be made on each date on which the
Company issues Shares after the Expiration Date. Payment to a Soliciting
Dealer will be made by the Company directly to such Soliciting Dealer by check
to an address identified by such Soliciting Dealer. Such payments shall be
made by the tenth business day following the day of final payment for Shares
as set forth in the Prospectus.
4. Other Agreements.
(a) The Company covenants with the Dealer Manager as follows:
(i) The Company will use its best efforts to cause the Registration
Statement to become effective under the Securities Act, and will advise
the Dealer Manager promptly as to the time at which the Registration
Statement and any amendments thereto (including any post-effective
amendment) becomes so effective.
(ii) The Company will notify the Dealer Manager immediately, and
confirm the notice in writing, (A) of the effectiveness of the
Registration Statement and any amendment thereto (including any post-
effective amendment), (B) of the receipt of any comments from the
Commission, (C) of any request by the Commission for any amendment to the
Registration Statement or any amendment or supplement to the Prospectus
or for additional information, (D) of the issuance by the Commission of
any stop order suspending the effectiveness of the Registration Statement
or the initiation of any proceedings for that purpose, (E) of the suspen-
sion of the qualification of the Shares or the Rights for offering or
sale in any jurisdiction. The Company will make every reasonable effort
to prevent the issuance of any stop order described in subsection (D)
hereunder and, if any such stop order is issued, to obtain the lifting
thereof at the earliest possible moment.
(iii) The Company will give the Dealer Manager notice of its
intention to file any amendment to the Registration Statement (including
any post-effective amendment) or any amendment or supplement to the
Prospectus (including any revised prospectus which the Company proposes
for use by the Dealer Manager in connection with the Offer, which differs
from the prospectus on file at the Commission at the time the
Registration Statement becomes effective, whether or not such revised
prospectus is required to be filed pursuant to Rule 497(c) or Rule 497(h)
of the Rules and Regulations), whether pursuant to the Investment Company
Act, the Securities Act, or otherwise, and will furnish the Dealer Manag-
er with copies of any such amendment or supplement a reasonable amount of
time prior to such proposed filing or use, as the case may be, and will
not file any such amendment or supplement to which the Dealer Manager or
counsel for the Dealer Manager shall reasonably object.
(iv) The Company will, without charge, deliver to the Dealer
Manager, as soon as practicable, the number of copies of the Registration
Statement as originally filed and of each amendment thereto as it may
reasonably request, in each case with the exhibits filed therewith.
(v) The Company will, without charge, furnish to the Dealer
Manager, from time to time during the period when the Prospectus is
required to be delivered under the Securities Act, such number of copies
of the Prospectus (as amended or supplemented) as the Dealer Manager may
reasonably request for the purposes contemplated by the Securities Act or
the Rules and Regulations.
(vi) If any event shall occur as a result of which it is necessary,
in the reasonable opinion of counsel for the Dealer Manager, to amend or
supplement the Registration Statement or the Prospectus in order to make
the Prospectus not misleading in the light of the circumstances existing
at the time it is delivered to a Holder, the Company will forthwith amend
or supplement the Prospectus by preparing and filing with the Commission
(and furnishing to the Dealer Manager a reasonable number of copies of)
an amendment or amendments of the Registration Statement or an amendment
or amendments of or a supplement or supplements to, the Prospectus (in
form and substance satisfactory to counsel for the Dealer Manager), at
the Company's expense, which will amend or supplement the Registration
Statement or the Prospectus so that the Prospectus will not contain an
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances existing at the
time the Prospectus is delivered to a Holder, not misleading.
(vii) The Company will endeavor, in cooperation with the Dealer
Manager and its counsel, to assist such counsel to qualify the Rights and
the Shares for offering and sale under the applicable securities laws of
such states and other jurisdictions of the United States as the Dealer
Manager may designate and maintain such qualifications in effect for the
duration of the Offer; provided, however, that the Company will not be
obligated to file any general consent to service of process, or to
qualify as a foreign corporation or as a dealer in securities in any
jurisdiction in which it is not now so qualified. The Company will file
such statements and reports as may be required by the laws of each
jurisdiction in which the Rights and the Shares have been qualified as
above provided.
(viii) The Company will make generally available to its security
holders as soon as practicable, but no later than 60 days after the close
of the period covered thereby, an earnings statement (in form complying
with the provisions of Rule 158 of the Rules and Regulations of the
Securities Act) covering a twelve-month period beginning not later than
the first day of the Company's fiscal quarter next following the "effec-
tive" date (as defined in said Rule 158) of the Registration Statement.
(ix) For a period of 180 days from the date of this Agreement, the
Company will not, without the prior consent of the Dealer Manager, offer
or sell, or enter into any agreement to sell, any equity or equity
related securities of the Company or securities convertible into such
securities, other than the Rights and Shares and the Common Stock issued
in reinvestment of dividends or distributions.
(x) The Company will apply the net proceeds from the Offer as set
forth under "Use of Proceeds" in the Prospectus.
(xi) The Company will use its best efforts to cause the Shares to
be duly authorized for listing by the New York Stock Exchange prior to
the time the Shares are issued.
(xii) The Company will use its best efforts to maintain its
qualification as a regulated investment company under Subchapter M of the
Code.
(xiii) The Company will advise or cause the Subscription Agent to
advise the Dealer Manager from day to day during the period of, and
promptly after the termination of, the Offer, as to the names and ad-
dresses of all Holders exercising Rights, the total number of Rights
exercised and the number of Shares, including Shares requested pursuant
to the Over-Subscription Privilege, related thereto by each Holder during
the immediately preceding day, indicating the total number of Rights
verified to be in proper form for exercise, rejected for exercise and
being processed and, for the Dealer Manager and each Soliciting Dealer,
the number of Rights exercised and the number of Shares, including Shares
requested pursuant to the Over-Subscription Privilege, related thereto on
subscription certificates indicating the Dealer Manager or such Solicit-
ing Dealer, as the case may be, as the broker-dealer with respect
thereto, such exercise, and as to such other information as the Dealer
Manager may reasonably request; and will notify the Dealer Manager, not
later than 5:00 P.M., New York City time, on the first business day fol-
lowing the Expiration Date, of the total number of Rights exercised and
the number of Shares, including Shares requested pursuant to the Over-
Subscription Privilege related thereto, the total number of Rights veri-
fied to be in proper form for exercise, rejected for exercise and being
processed and, for the Dealer Manager and each Soliciting Dealer, the
number of Rights exercised and the number of Shares, including Shares
requested pursuant to the over-Subscription Privilege related thereto on
subscription certificates indicating the Dealer Manager or such Solic-
iting Dealer, as the case may be, as the broker-dealer with respect
thereto, and as to such other information as the Dealer Manager may
reasonably request.
(b) The Company and the Investment Manager will not take, directly
or indirectly, any action designed to cause or to result in, or that has
constituted or which might reasonably be expected to constitute, the stabili-
zation or manipulation of the price of any security of the Company to
facilitate the issuance of the Rights or the sale or resale of the Shares;
provided that any action in connection with the Company's dividend rein-
vestment plan will not be deemed to be within the meaning of this Section
4(b).
5. Payment of Expenses.
(a) The Company will pay all expenses incident to the performance
of its obligations under this Agreement, including, but not limited to,
expenses relating to (i) the printing and filing of the Registration Statement
as originally filed and of each amendment thereto, (ii) the preparation,
issuance and delivery of the certificates for the Shares and subscription
certificates relating to the Rights, (iii) the fees and disbursements of the
Company's counsel (including the fees and disbursements of local counsel) and
accountants, (iv) the qualification of the Rights and the Shares under securi-
ties laws in accordance with the provisions of Section 4(a)(vii) of this
Agreement, including filing fees and the preparation of the Blue Sky Survey by
counsel to the Dealer Manager, (v) the printing or other production and deliv-
ery to the Dealer Manager of copies of the Registration Statement as origi-
xxxxx filed and of each amendment thereto and of the Prospectus and any amend-
ments or supplements thereto, (vi) the printing and other production and
delivery of copies of the Blue Sky Survey, (vii) the fees and expenses
incurred with respect to filing with the National Association of Securities
Dealers, Inc., (viii) the fees and expenses incurred in connection with the
listing of the Shares on the New York Stock Exchange, (ix) the printing or
other production, mailing and delivery expenses incurred in connection with
Offering Materials, and (x) the fees and expenses incurred with respect to the
Information Agent.
(b) In addition to any fees that may be payable to the Dealer
Manager under this Agreement, the Company agrees to reimburse the Dealer
Manager upon request made from time to time for its reasonable expenses
incurred in connection with its activities under this Agreement, including the
reasonable fees and disbursements of its legal counsel (excluding Blue Sky
fees and expenses which are paid directly by the Company), in an amount up to
$100,000.
(c) If this Agreement is terminated by the Dealer Manager in
accordance with the provisions of Section 6 or Section 9(a)(i), 9(a)(ii) or
9(a)(iii), the Company agrees to reimburse the Dealer Manager for all of its
reasonable out-of-pocket expenses incurred in connection with its performance
hereunder, including the reasonable fees and disbursements of counsel for the
Dealer Manager. In the event the transactions contemplated hereunder are not
consummated, the Company agrees to pay all of the costs and expenses set forth
in paragraphs (a) and (b) of this Section 5 which the Company would have paid
if such transactions had been consummated.
6. Conditions of the Dealer Manager's Obligations. The obligations
of the Dealer Manager hereunder are subject to the accuracy of the respective
representations and warranties of the Company and the Investment Manager con-
tained herein, to the performance by the Company and the Investment Manager of
their respective obligations hereunder, and to the following further condi-
tions:
(a) The Registration Statement shall have become effective not
later than 5:30 P.M., New York City time, on the Representation Date, or at
such later time and date as may be approved by the Dealer Manager; the Pro-
spectus and any amendment or supplement thereto shall have been filed with the
Commission in the manner and within the time period required by Rule 497(c),
(e) or (h), as the case may be, under the Securities Act; no stop order
suspending the effectiveness of the Registration Statement or any amendment
thereto shall have been issued, and no proceedings for that purpose shall have
been instituted or threatened or, to the knowledge of the Company, the
Investment Manager or the Dealer Manager, shall be contemplated by the
Commission; and the Company shall have complied with any request of the
Commission for additional information (to be included in the Registration
Statement or the Prospectus or otherwise).
(b) On the Representation Date and the Expiration Date, the Dealer
Manager shall have received:
(1) The favorable opinions, dated the Representation Date and the
Expiration Date, of White & Case, counsel to the Company, in form and
substance satisfactory to counsel for the Dealer Manager, to the effect
that:
(i) the Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the
State of Maryland, has full power and authority (corpo-rate and
other) to conduct its business as described in the Registration
Statement and Prospectus, and is duly qualified to do business as a
foreign corporation in each jurisdiction wherein it owns or leases
real property or in which the conduct of its business requires such
qualification, except where the failure to be so qualified would not
result in a material adverse effect upon the business, properties,
financial position or results of operations of the Company;
(ii) the Company's authorized capitalization is as set forth
in the Prospectus; the outstanding shares of Common Stock have been
duly authorized and are validly issued, fully paid and non-as-
sessable and conform in all material respects to the description
thereof in the Prospectus under the heading "Description of Common
Stock"; the Rights have been duly authorized by all requisite action
on the part of Company for issuance pursuant to the Offer; the
Shares have been duly authorized by all requisite action on the part
of the Company for issuance and sale pursuant to the terms of the
Offer and, when issued and delivered by the Company pursuant to the
terms of the Offer against payment of the consideration set forth in
the Prospectus, will be validly issued, fully paid and non-assess-
able; the Shares and the Rights conform in all material respects to
all statements relating thereto contained in the Registration
Statement, the Prospectus and the Offering Materials; and the issu-
ance of each of the Rights and the Shares is not subject to any
preemptive rights. The outstanding Common Stock has been duly listed
on the New York Stock Exchange and the Shares have been duly
approved for listing, subject to official notice of issuance, on the
New York Stock Exchange;
(iii) except as set forth in the Prospectus, to the best
knowledge of such counsel, there is no pending or threatened action,
suit or proceeding before any court or governmental agency, authori-
ty or body or any arbitrator involving the Company of a character
required to be disclosed in the Registration Statement or the
Prospectus, and there are no franchises, contracts or other docu-
ments of a character required to be described in the Registration
Statement or the Prospectus, or to be filed as an exhibit or
incorporated by reference which are not described or filed or
incorporated by reference as required;
(iv) the statements in Part A of the Prospectus under the
heading "Taxation" and the statements in the Statement of Additional
Information under the heading "Taxation -- United States Federal
Income Taxes" insofar as such statements describe or summarize
United States and Chinese tax laws, treaties, doctrines or practic-
es, fairly summarize the matters therein described;
(v) the Registration Statement has become effective under the
Securities Act; any required filing of the Prospectus or any supple-
ment thereto pursuant to Rule 497(c), (e) or (h) required to be made
to the date hereof has been made in the manner and within the time
period required by Rule 497(c), (e) or (h), as the case may be; to
the best knowledge of such counsel, no stop order suspending the
effectiveness of the Registration Statement has been issued, and no
proceedings for that purpose have been instituted or threatened; and
the Registration Statement, the Prospectus and each amendment there-
of or supplement thereto (other than the financial statements and
the notes thereto and the schedules and other financial and
statistical data contained therein, as to which such counsel need
express no opinion) comply as to form in all material respects with
the applicable requirements of the Securities Act and the Investment
Company Act and the Rules and Regulations;
(vi) each of this Agreement, the Subscription Agency Agree-
ment, the Management Agreement, the Custodian Agreement, the Admin-
istration Agreement, the Information Agent Agreement, and the Trans-
fer Agency Agreement has been duly authorized, executed and deliv-
ered by the Company, complies with all applicable provisions of the
Investment Company Act and, assuming due authorization, execution
and delivery by the other parties thereto, constitutes a legal,
valid, binding and enforceable obligation of the Company, except as
to enforcement of rights to indemnity under this agreement may be
limited by Federal or state securities laws or principles of public
policy and subject to the qualification that the enforceability of
the Company's obligations thereunder may be limited by bankruptcy,
insolvency, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights, and to
general principles of equity (regardless of whether enforceability
is considered in a proceeding in equity or at law);
(vii) no consent, approval, authorization, notification or or-
der of, or any filing with, any court or governmental agency or body
is required under the laws of New York or Federal law or, to the
best of such counsel's knowledge, the laws of any other jurisdiction
in the United States for the consummation by the Company of the
transactions contemplated by the Company Agreements, except (A) such
as have been obtained under the Securities Act, the Exchange Act and
the Investment Company Act and (B) such as may be required under the
blue sky laws of any jurisdiction in connection with the transac-
tions contemplated hereby;
(viii) neither the issuance of the Rights, nor the issuance
and sale of the Shares by the Company, nor the performance and con-
summation by the Company of any other of the transactions con-
templated in the Company Agreements or the Registration Statement
will conflict with, result in a breach or violation of, or consti-
tute a default under the charter or by-laws of the Company or, to
the knowledge of such counsel after due inquiry, the material terms
of any material agreement, indenture, mortgage, lease or other in-
strument to which the Company is a party or by which it may be bound
or to which any of the properties or assets of the Company is
subject, or any order, of which such counsel has knowledge after due
inquiry, law, rule or regulation of any court or governmental agency
or body having jurisdiction over the Company of the state of New
York or the United States, except, in each case, for such
violations, defaults, conflicts or breaches that would not have,
individually or in the aggregate, a material adverse effect on the
Company; and
(ix) the Company is registered with the Commission under the
Investment Company Act as a closed-end, non-diversified management
investment company, all required action has been taken under the
Securities Act and the Investment Company Act to make the public
offering and consummate the issuance of the Rights and the issuance
and sale of the Shares by the Company upon exercise of the Rights,
and the provisions of the Company's charter and by-laws comply as to
form in all material respects with the requirements of the Invest-
ment Company Act.
In rendering such opinion, such counsel may rely (A) as to matters involving
the application of laws of any jurisdiction other than the State of New York
or the United States, to the extent they deem proper and specified in such
opinion, upon the opinion of other counsel of good standing whom they believe
to be reliable and who are satisfactory to counsel for the Dealer Manager and
(B) as to matters of fact, to the extent they deem proper, on certificates of
responsible officers of the Company and public officials.
Such counsel shall also have stated that, while they have not
themselves checked the accuracy and completeness of or otherwise verified, and
are not passing upon and assume no responsibility for the accuracy or
completeness of, the statements contained in the Registration Statement or the
Prospectus, except to the limited extent stated in paragraph (iv) above, in
the course of their review and discussion of the contents of the Registration
Statement and Prospectus with certain officers and employees of the Company
and its independent accountants, no facts have come to their attention which
cause them to believe that the Registration Statement as of the effective date
thereof contained an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the state-
ments contained therein not misleading, or that the Prospectus, as of its date
and the Representation Date or Expiration Date, as the case may be, contained
an untrue statement of a material fact or omitted to state a material fact re-
quired to be stated therein or necessary to make the statements contained
therein, in the light of the circumstances under which they were made, not
misleading (it being understood that such counsel need express no belief with
respect to the financial statements and the notes thereto and the schedules
and other financial and statistical data included in the Registration
Statement or the Prospectus).
(2) The favorable opinions, dated the Representation Date and the
Expiration Date, of Piper & Xxxxxxx L.L.P., special counsel to the
Company, in form and substance satisfactory to counsel for the Dealer
Manager, to the effect that:
(i) the Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the
State of Maryland, has full power and authority (corporate and
other) to conduct its business as described in the Registration
Statement and Prospectus, and currently maintains all governmental
licenses, permits, consents, orders, approvals, and other
authorizations under he laws of the State of Maryland necessary to
carry on its business as contemplated in the Prospectus, except that
counsel expresses no opinion as to the securities or "blue sky" laws
of the State of Maryland;
(ii) the Company's authorized capitalization is as set forth
in the Prospectus; the outstanding shares of Common Stock have been
duly authorized and are validly issued, fully paid and non-as-
sessable and conform in all material respects to the description
thereof in the Prospectus under the heading "Description of Common
Stock"; the Rights have been duly authorized by all requisite action
on the part of Company for issuance pursuant to the Offer; the
Shares have been duly authorized by all requisite action on the part
of the Company for issuance and sale pursuant to the terms of the
Offer and, when issued and delivered by the Company pursuant to the
terms of the Offer against payment of the consideration set forth in
the Prospectus, will be validly issued, fully paid and non-assess-
able; the Shares and the Rights conform in all material respects to
all statements relating thereto contained in the Registration
Statement, the Prospectus and the Offering Materials; and the issu-
ance of each of the Rights and the Shares is not subject to any
preemptive rights;
(iii) except as set forth in the Prospectus, to the best
knowledge of such counsel, there is no pending or threatened action,
suit or proceeding before any court or governmental agency, authori-
ty or body or any arbitrator in the State of Maryland involving the
Company of a character required to be disclosed in the Registration
Statement or the Prospectus;
(iv) no consent, approval, authorization, notification or or-
der of, or any filing with, any court or governmental agency or body
is required under the laws of Maryland for the consummation by the
Company of the transactions contemplated by the Company Agreements,
except (A) such as have been obtained and (B) such as may be re-
quired under the securities and "blue sky" of the State of Maryland
in connection with the transactions contemplated hereby; and
(v) neither the issuance of the Rights, nor the issuance and
sale of the Shares by the Company, nor the performance and consumma-
tion by the Company of any other of the transactions contemplated in
the Company Agreements or the Registration Statement will conflict
with, result in a breach or violation of, or constitute a default
under the charter or by-laws of the Company or any court or
governmental agency or body of the State of Maryland.
In rendering such opinion, such counsel may rely as to matters of fact, to the
extent they deem proper, on certificates of responsible officers of the Compa-
ny and public officials.
(3) The favorable opinions, dated the Representation Date and the
Expiration Date, of White & Case, counsel for the Investment Manager, in
form and substance satisfactory to counsel for the Dealer Manager, to the
effect that:
(i) the Investment Manager is duly registered as an investment
adviser under the Advisers Act and is not prohibited by the Advisers
Act or the Investment Company Act, or the rules and regulations
under such Acts, from acting as an investment manager for the Compa-
ny as contemplated in the Prospectus and the Management Agreement;
(ii) the Investment Manager is duly qualified as a foreign
corporation and is in good standing in each United States jurisdic-
tion in which the performance of its obligations under the
Management Agreement requires such qualification except where the
failure to be so qualified does not involve a material adverse ef-
fect on the Investment Manager; the Investment Manager has the
corporate power and authority to conduct its business as described
in the Registration Statement and the Prospectus;
(iii) this Agreement and the Management Agreement have been
duly authorized, executed and delivered by the Investment Manager
and comply with all applicable provisions of the Advisers Act, the
Investment Company Act and the rules and regulations under such
Acts, and is, assuming due authorization, execution and delivery by
the other parties thereto, a legal, valid, binding and enforceable
obligation of the Investment Manager, subject as to enforcement to
bankruptcy, insolvency, reorganization, moratorium and other laws of
general applicability relating to or affecting creditors' rights,
and to general principles of equity (regardless of whether enforce-
ability is considered in a proceeding in equity or at law);
(iv) neither the performance by the Investment Manager of its
obligations under this Agreement or the Management Agreement nor the
consummation of the transactions contemplated therein nor the ful-
fillment of the terms thereof will conflict with, or result in a
breach or violation of, or constitute a default under its memorandum
and articles of association or, to the knowledge of such counsel,
the terms of any material agreement or instrument to which the In-
vestment Manager is a party or by which it is bound or to which any
of its properties are subject, or any order of which such counsel
has knowledge after due inquiry, or other law, rule or regulation
applicable to the Investment Manager of any U.S. federal or New York
court, governmental agency or body, stock exchange or securities
association having jurisdiction over the Investment Manager or its
properties or operations except for such conflicts, breaches or
defaults which would not have a material adverse effect on the
Investment Manager; and
(v) The description of the Investment Manager and its
businesses in the Prospectus complies in all material respects with
the requirements of the Securities Act, the Investment Company Act
and the Rules and Regulations.
In rendering such opinion, such counsel may rely (A) as to matters involving
the application of laws of any jurisdiction other than the State of New York
or the United States, to the extent such counsel deems proper and specified in
such opinion, upon the opinion of other counsel of good standing whom such
counsel believes to be reliable and who are satisfactory to counsel for the
Dealer Manager, and (B) as to matters of fact, to the extent such counsel
deems proper, on certificates of responsible officers of the Investment
Manager and public officials.
(4) The favorable opinions, dated the Representation Date and the
Expiration Date, of Xxxxx & Co. (solicitors in association with White &
Case), Hong Kong counsel for the Company and the Investment Manager, in
form and substance satisfactory to counsel for the Dealer Manager, to the
effect that:
(i) the Investment Manager has been duly incorporated and is
validly existing as a corporation under the laws of Hong Kong, with
full power and authority to own its properties and conduct its busi-
ness as described in the Prospectus;
(ii) the Investment Manager has been issued with the license
necessary for it to carry on its business under Hong Kong law as an
investment adviser (as defined in the Securities Ordinance, Chapter
333 laws of Hong Kong) in Hong Kong in respect of securities of
China companies listed and traded in Hong Kong as contemplated in
the Prospectus and the Management Agreement;
(iii) this Agreement and the Management Agreement have been
duly authorized, executed and delivered by the Investment Manager
and comply with all applicable provisions of the laws of Hong Kong,
and as a matter of Hong Kong law are, assuming due authorization,
execution and delivery by the other parties thereto, legal, valid,
binding and enforceable obligations of the Investment Manager, sub-
ject as to enforcement to bankruptcy, insolvency, reorganization,
moratorium and other laws of general applicability relating to or
affecting creditors' rights, and to general principles of equity
(regardless of whether enforceability is considered in a proceeding
in equity or at law);
(iv) neither the execution or delivery by the Investment
Manager nor the performance by the Investment Manager of its obli-
gations under this Agreement or the Management Agreement will con-
flict with, or result in a breach or violation of, or constitute a
default under its memorandum and articles of association or any
order of which such counsel has knowledge after due inquiry, or
other Hong Kong law, rule or regulation applicable to the Investment
Manager of any Hong Kong court, governmental agency or body of Hong
Kong, the Stock Exchange of Hong Kong Limited or the Securities and
Futures Commission of Hong Kong except for such conflicts, breaches
or defaults which would not have a material adverse effect on the
Investment Manager;
(v) the Company does not require any governmental licenses,
permits, consents, orders, approvals or other authorizations under
the laws of Hong Kong to enable the Company to continue to invest in
securities of China companies as contemplated in the Prospectus.
Neither the execution or delivery by the Company nor the performance
by the Company of any of its obligations under any of this Agreement
or the Management Agreement will contravene or constitute a default
under any provision contained in any Hong Kong law, rule or regula-
tion of any Hong Kong governmental or regulatory authority or any
order or regulation of any Hong Kong court by which the Company or
any of its assets in Hong Kong is bound or affected;
(vi) the issue and the sale by the Company of the Rights and
the subsequent issuance of the Shares pursuant to the Dealer Manager
Agreement will not contravene or constitute a default under any
provisions contained in any Hong Kong law or any rule, regulation or
order of any Hong Kong governmental authority;
(vii) no consent, approval, authorization or order of any
court or governmental body of Hong Kong is required in order for the
Company to perform its obligations referred to or contemplated by
the Dealer Manager Agreement;
(viii) the statements in the Statement of Additional
Information to the Prospectus and the Registration Statement as set
out under the captions "The Securities Markets in China and Hong
Kong -- Hong Kong" and "Taxation -- Hong Kong Taxes" to the extent
that they describe Hong Kong ordinances and regulations are accurate
in all material respects; and
(ix) no profits tax is or will be required to be paid by the
Dealer Manager or any of the Soliciting Dealers pursuant to the In-
land Revenue Ordinance (Chapter 112 of the laws of Hong Kong)
provided they do not carry on any business, trade or profession in
Hong Kong.
In rendering such opinion, such counsel may rely as to matters of fact, to the
extent such counsel deems proper, on certificates of responsible officers of
the Investment Manager and public officials.
(5) The favorable opinions, dated the Representation Date and the
Expiration Date, of Great Wall Law Office, Chinese counsel for the Compa-
ny and the Investment Manager, in form and substance satisfactory to
counsel for the Dealer Manager, to the effect that:
(i) the statements in the Statement of Additional Information
under the heading "China Taxes" in the Registration Statement and
Prospectus, insofar as such statements describe or summarize China
tax laws, treaties, doctrines or practices, fairly summarize the
matters therein described.
(c) The Dealer Manager shall have received from Skadden, Arps,
Slate, Xxxxxxx & Xxxx, counsel for the Dealer Manager, such opinion or
opinions, dated the Representation Date and the Expiration Date, with respect
to the Offer, the Registration Statement, the Prospectus and other related
matters as the Dealer Manager may reasonably require, and the Company shall
have furnished to such counsel such documents as they request for the purpose
of enabling them to pass upon such matters.
(d) The Company shall have furnished to the Dealer Manager
certificates of the Company, signed by the Chairman of the Board, the
President or a Vice President of the Company, dated the Representation Date
and the Expiration Date, to the effect that the signers of such certificate
have carefully examined the Registration Statement, the Prospectus, any
supplement to the Prospectus and this Agreement and that, to the best of their
knowledge:
(i) the representations and warranties of the Company in this
Agreement are true and correct in all material respects on and as of the
Representation Date or the Expiration Date, as the case may be, with the
same effect as if made on the Representation Date or the Expiration Date,
as the case may be, and the Company has complied with all the agreements
and satisfied all the conditions on its part to be performed or satisfied
at or prior to the Representation Date or the Expiration Date, as the
case may be;
(ii) no stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose have been
instituted or, to the Company's knowledge, threatened; and
(iii) since the date of the most recent balance sheet included or
incorporated by reference in the Prospectus, there has been no material
adverse change in the condition (financial or other), earnings, business
or properties of the Company, whether or not arising from transactions in
the ordinary course of business, except as set forth in or contemplated
in the Prospectus.
(e) the Investment Manager shall have furnished to the Dealer
Manager certificates, signed by the Chairman or other senior officer, dated
the Representation Date and the Expiration Date, to the effect that the signer
of such certificate has read the Registration Statement, the Prospectus, any
supplement to the Prospectus and this Agreement and, to the best knowledge of
such signer, the representations and warranties of the Investment Manager in
this Agreement are true and correct in all material respects on and as of the
Representation Date or Expiration Date, as the case may be, with the same
effect as if made on the Representation Date or Expiration Date, as the case
may be.
(f) Price Waterhouse LLP shall have furnished to the Dealer Manager
letters, dated the Representation Date and the Expiration Date, in form and
substance satisfactory to the Dealer Manager, and stating in effect that:
(i) they are independent accountants with respect to the Company
within the meaning of the Securities Act and the applicable Rules and
Regulations;
(ii) in their opinion, the audited financial statements examined by
them and included or incorporated by reference in the Registration State-
ment comply as to form in all material respects with the applicable
accounting requirements of the Securities Act and the Investment Company
Act and the respective Rules and Regulations with respect to registration
statements on Form N-2;
(iii) they have performed specified procedures, not constituting an
audit, including a reading of the latest available interim financial
information of the Company, a reading of the minute books of the Company,
inquiries of officials of the Company responsible for financial or ac-
counting matters and such other inquiries and procedures which shall be
specified in such letter, and on the basis of such inquiries and
procedures nothing came to their attention that caused them to believe
that at the date of the latest available financial information read by
such accountants, or at a subsequent specified date not more than five
business days prior to the Representation Date or Expiration Date, as the
case may be, there was any change in the capital stock, net assets or
long term debt of the Company as compared with amounts shown in the most
recent statement of assets and liabilities included or incorporated by
reference in the Registration Statement, except as the Registration
Statement discloses has occurred or may occur or as disclosed in their
letter;
(iv) In addition to the procedures referred to in clause (iii)
above, they have performed other specified procedures, not constituting
an audit, with respect to certain amounts, percentages, numerical data
and financial information appearing in the Registration Statement, which
have previously been specified by the Dealer Manager and which shall be
specified in such letter, and have compared such items with, and have
found such items to be in agreement with, the accounting and financial
records of the Company.
(g) Subsequent to the respective dates as of which information is
given in the Registration Statement and the Prospectus, there shall not have
been (i) any change or decrease specified in the letter or letters referred to
in paragraph (f) of this Section 6, or (ii) any change, or any development
involving a prospective change, in or affecting the business or properties of
the Company, the effect of which, in any case referred to in clause (i) or
(ii) above, is, in the reasonable judgment of the Dealer Manager, so material
and adverse as to make it impractical or inadvisable to proceed with the Offer
as contemplated by the Registration Statement and the Prospectus.
(h) Prior to the Representation Date, the Company shall have
furnished to the Dealer Manager such further information, certificates and
documents as the Dealer Manager may reasonably request.
If any of the conditions specified in this Section 6 shall not have
been fulfilled in all material respects when and as provided in this
Agreement, or if any of the opinions and certificates mentioned above or
elsewhere in this Agreement shall not be in all material respects satisfactory
in form and substance to the Dealer Manager and its counsel, this Agreement
and all obligations of the Dealer Manager hereunder may be canceled at, or at
any time prior to, the Representation Date by the Dealer Manager. Notice of
such cancellation shall be given to the Company in writing or by telephone or
telegraph confirmed in writing.
7. Indemnification and Contribution.
(a) The Company will indemnify and hold harmless the Dealer Manager
and each person, if any, who controls the Dealer Manager within the meaning of
Section 15 of the Securities Act against any and all losses, claims, damages
and liabilities, joint or several (including any investigation, legal and
other expenses reasonably incurred in connection with, and any amount paid in
settlement of, any action, suit or proceeding or any claim asserted), to which
they, or any of them, may become subject under the Securities Act, the
Exchange Act, the Investment Company Act, the Advisers Act or other statutory
law or regulation, at common law or otherwise, insofar as such losses, claims,
damages or liabilities arise out of or are based on any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement or the Prospectus, and any amendment or supplement thereto, or the
omission or alleged omission to state in any or all such documents a material
fact required to be stated therein or necessary to make the statements in it
not misleading (in the case of the Prospectus, in light of the circumstances
under which such statements were made), provided the Company will be liable to
the extent that such loss, claim, damage or liability arises from an untrue
statement or omission or alleged untrue statement or omission (1) made in
reliance on and in conformity with information furnished in writing to the
Company by the Dealer Manager expressly for use in the document, or (2) if a
copy of the Prospectus was not sent or given to such person at or before the
written confirmation of the sale to such person in any case where such
delivery is required by the Securities Act. This indemnity agreement will be
in addition to any liability that the Company might otherwise have.
(b) The Dealer Manager will indemnify and hold harmless the
Company, each person, if any, who controls the Company within the meaning of
Section 15 of the Securities Act, each director of the Company and each offi-
cer of the Company who signs the Registration Statement to the same extent as
the foregoing indemnity from the Company to the Dealer Manager, but only inso-
far as losses, claims, damages or liabilities arise out of or are based on any
untrue statement or omission or alleged untrue statement or omission made in
reliance on and in conformity with information furnished in writing to the
Company by the Dealer Manager expressly for use in preparation of the docu-
ments in which the statement or omission is made or alleged to be made. This
indemnity agreement will be in addition to any liability that the Dealer
Manager might otherwise have.
(c) Any party that proposes to assert the right to be indemnified
under this Section will, promptly after receipt of notice of commencement of
any action against such party in respect of which a claim is to be made
against an indemnifying party or parties under this Section 7, notify each
such indemnifying party of the commencement of such action, enclosing a copy
of all papers served, but the omission to notify such indemnifying party will
not, except to the extent set forth below, relieve it from liability that it
may have to any indemnified party. No indemnification provided for in Section
7(a) or (b) hereof shall be available to any party who shall fail to give
notice as provided in this Section 7(c) if the party to whom notice was not
given was unaware of the proceeding to which such notice would have related
and was prejudiced by the failure to give such notice, but the omission to
notify such indemnifying party of such action shall not relieve it from any
liability that it may have to any indemnified party for contribution or
otherwise on account of the provisions in Section 7(a) or (b). If any such
action is brought against any indemnified party and it notifies the indem-
nifying party of its commencement, the indemnifying party will be entitled to
participate in, and, to the extent that it elects by delivering written notice
to the indemnified party promptly after receiving notice of the commencement
of the action from the indemnified party, jointly with any other indemnifying
party similarly notified, to assume the defense of the action, with counsel
reasonably satisfactory to the indemnified party, and, after notice from the
indemnifying party to the indemnified party of its election to assume the
defense, the indemnifying party will not be liable to the indemnified party
for any legal or other expenses except as provided below and except for the
reasonable costs of investigation subsequently incurred by the indemnified
party in connection with the defense subject, however, to its obligations, if
any, to cooperate in such defense. The indemnified party will have the right
to employ its counsel in any such action, but the fees and expenses of such
counsel will be at the expense of such indemnified party unless (1) the
employment of counsel by the indemnified party has been authorized in writing
by the indemnifying party, (2) the indemnified party has reasonably concluded
that there may be legal defenses available to it or other indemnified parties
that are different from or in addition to those available to the indemnifying
party (in which case the indemnifying party will not have the right to direct
the defense of such action on behalf of the indemnified party) or (3) the
indemnifying party has not in fact employed counsel to assume the defense of
such action within a reasonable time after receiving notice of the
commencement of the action, in each of which cases the reasonable fees and
expenses of counsel will be at the expense of the indemnifying party or
parties. All such fees and expenses will be reimbursed promptly as they are
incurred and if advanced to a person who is later determined not to be a
proper indemnitee, will be promptly refunded upon determination that such
person is not a proper indemnitee. An indemnifying party will not be liable
for any settlement of any action or claim effected without its written consent
or, in connection with any proceeding or related proceeding in the same
jurisdiction, for the fees and expenses of more than one separate counsel for
all indemnified parties except to the extent provided herein.
(d) In no case shall the indemnification provided in this Section 7
be available to protect any person against any liability to which any such
person would otherwise be subject by reason of willful misfeasance, bad faith
or gross negligence in the performance of its or his obligations or duties
hereunder, or by reason of its or his reckless disregard of its or his
obligations and duties hereunder.
(e) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in this Section 7 is
applicable in accordance with its terms but for any reason is held to be
unavailable from the Company or the Dealer Manager, the Company and the Dealer
Manager will contribute to the total losses, claims, damages and liabilities
(including any investigation, legal and other expenses reasonably incurred in
connection with, and any amount paid in settlement of, any action or any
claims asserted, but after deducting any contribution received by the Company
or the Dealer Manager from persons other than the Company and the Dealer
Manager, such as persons who control the Company, or the Dealer Manager within
the meaning of the Securities Act, officers of the Company who signed the
Registration Statement and directors of the Company, who may also be liable
for contribution) to which the Company or the Dealer Manager may be subject in
such proportion as is appropriate to reflect (i) the relative benefits
received by the indemnifying party or parties on the one hand and the indemni-
fied party on the other hand from the offering of the Shares or (ii) if the
allocation provided by the foregoing clause (i) is not permitted by applicable
law, not only such relative benefits but also the relative fault of the
indemnifying party or parties on the one hand and the indemnified party on the
other hand in connection with the statements or omissions or alleged
statements or omissions that resulted in the losses, claims, damages or
liabilities, joint or several (including any investigation, legal or other
expenses reasonably incurred in connection with, and any amount paid in
settlement of, any action, suit or proceeding or any claim asserted), for
which contribution is sought. The relative benefits received by the Company
on the one hand and the Dealer Manager on the other hand shall be deemed to be
in the same proportion as the total proceeds from the offering (before
deducting expenses) received by the Company bear to the total fees received by
the Dealer Manager. The relative fault of the parties shall be determined by
reference to, among other things, whether the untrue or alleged untrue state-
ment of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company or the Dealer
Manager, the intent of the parties and their relative knowledge, access to
information and opportunity to correct or prevent such statement or omission
and any other equitable considerations appropriate in the circumstances.
Notwithstanding any other provisions of this Section 7, (1) the Dealer Manager
will not be responsible for any amount in excess of the fees paid by the
Company pursuant to Section 3 hereof and (2) no person found guilty of fraudu-
lent misrepresentation (within the meaning of Section 11(f) of the Securities
Act) will be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. For purposes of this Section 7, any person
who controls a party to this Agreement within the meaning of the Securities
Act will have the same rights to contribution as that party, and each officer
of the Company who signed the Registration Statement and each director of the
Company will have the same rights to contribution as the Company, subject in
each case to clause (i) of the first sentence of this Subsection. Any party
entitled to contribution will, promptly after receipt of notice of
commencement of any action against such party in respect of which a claim for
contribution may be made under this Section 7, notify such party or parties
from whom contribution may be sought, but the omission so to notify will not
relieve the party or parties from whom contribution may be sought from any
other obligation it or they may have otherwise than under this Section 7. No
party will be liable for contribution with respect to any action or claim
settled without its written consent.
(f) The Company agrees to indemnify each Soliciting Dealer and
controlling persons to the same extent and subject to the same conditions and
to the same agreements, including with respect to contribution, provided for
in subsections (a), (b), (c), (d) and (e) of this Section 7.
(g) The Company and the Investment Manager acknowledge that the
statements under the caption "Distribution Arrangements" in the Prospectus
constitute the only information furnished in writing to the Company by the
Dealer Manager expressly for use in such document, and the Dealer Manager
confirms that such statements are correct.
8. Representations, Warranties and Agreements to Survive Delivery.
The respective agreements, representations, warranties, indemnities and other
statements of the Company or its officers, of the Investment Manager and of
the Dealer Manager set forth in or made pursuant to this Agreement shall
survive the Expiration Date and will remain in full force and effect, regard-
less of any investigation made by or on behalf of Dealer Manager or the
Company or any of the officers, directors or controlling persons referred to
in Section 7 hereof, and will survive delivery of and payment for the Shares
pursuant to the Offer. The provisions of Sections 5 and 7 hereof shall
survive the termination or cancellation of this Agreement.
9. Termination of Agreement. (a) This Agreement shall be subject
to termination in the absolute discretion of the Dealer Manager, by notice
given to the Company prior to the expiration of the Offer, if prior to such
time (i) financial, political, economic, currency, banking or social
conditions in the United States, China or Hong Kong shall have undergone any
material change the effect of which on the financial markets makes it, in the
Dealer Manager's judgment, impracticable or inadvisable to proceed with the
Offer, (ii) there has occurred any outbreak or material escalation of hostili-
ties or other calamity or crisis the effect of which on the financial markets
of the United States, China or Hong Kong is such as to make it, in the Dealer
Manager's judgment, impracticable or inadvisable to proceed with the Offer,
(iii) trading in the shares of Common Stock shall have been suspended by the
Commission or the New York Stock Exchange, (iv) trading in securities general-
ly on the New York Stock Exchange or the Stock Exchange of Hong Kong shall
have been suspended or limited or minimum prices shall have been established
on such exchanges, or (v) a banking moratorium shall have been declared either
by Federal or New York State authorities.
(b) If this Agreement is terminated pursuant to this Section, such
termination shall be without liability of any party to any other party except
as provided in Section 5.
10. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to the Dealer Manager, will be mailed,
delivered or telegraphed and confirmed to PaineWebber Incorporated, Attn:
_________, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000; or if sent
to the Company, will be mailed, delivered or telegraphed and confirmed to it
at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
11. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and will inure
to the benefit of the officers and directors and controlling persons referred
to in Section 7 hereof, and no other person will have any right or obligation
hereunder.
12. Applicable Law. This Agreement will be governed by and
construed in accordance with the laws of the State of New York without
reference to choice of law principles thereof.
13. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of
which together shall constitute one and the same instrument.
If the foregoing is in accordance with your understanding of our
agreement, please so indicate in the space provided below for that purpose,
whereupon this letter shall constitute a binding agreement among the Company,
the Investment Manager and the Dealer Manager.
Very truly yours,
The Greater China Fund, Inc.
By:_________________________________
Name:
Title:
Baring International Investment
(Far East) Limited
By:_________________________________
Name: M. D. Xxxxx
Title: Director
The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.
PaineWebber Incorporated
By:__________________________________
Name:
Title:
Exhibit A
THE GREATER CHINA FUND, INC.
Rights Offering for Shares of Common Stock
SOLICITING DEALER AGREEMENT
. . THE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
April 12, 1996
UNLESS EXTENDED (THE "EXPIRATION DATE").
To Securities Dealers and Brokers:
The Greater China Fund, Inc. (the "Company") is issuing to its
shareholders of record ("Record Date Shareholders") as of the close of busi-
ness on March 18, 1996 (the "Record Date") non-transferable rights ("Rights")
to subscribe for an aggregate of up to ________ shares (the "Shares") of
common stock, par value $0.001 per share, of the Company ("Common Stock") upon
the terms and subject to the conditions set forth in the Company's Prospectus
(the "Prospectus") dated March 8, 1996 (the "Offer"). Each such Record Date
Shareholder is being issued one Right for each full share of Common Stock
owned on the Record Date. The Rights entitle the Record Date Shareholder,
during the Subscription Period (as hereinafter defined) to acquire at the Sub-
scription Price (as hereinafter defined), one Share for each ___ Rights held
in the primary subscription. No fractional Shares will be issued. The Sub-
scription Price will be __% of the lower of (i) the average of the last re-
ported sales price of a share of the Company's Common Stock on the New York
Stock Exchange on the date of the expiration of the Offer (the "Pricing Date")
and the four preceding business days and (ii) the net asset value per share as
of the Pricing Date. The Subscription Period will commence on March 18, 1996
and end on the Expiration Date. (With respect to the Offer, the term "Expira-
tion Date" means 5:00 p.m., New York City time, on April 12, 1996, unless and
until the Company shall, in its sole discretion, have extended the period for
which the Offer is open, in which event the term "Expiration Date" with
respect to the Offer will mean the latest time and date on which the Offer, as
so extended by the Company, will expire.) Any Record Date Shareholder who
fully exercises all Rights issued to such shareholder is entitled to subscribe
for Shares which were not otherwise subscribed for by others on primary sub-
scription (the "Over-Subscription Privilege"). Shares acquired pursuant to
the Over-Subscription Privilege are subject to allotment, as more fully dis-
cussed in the Prospectus.
For the duration of the Offer, the Company has agreed to pay
Solicitation Fees to any qualified broker or dealer executing a Soliciting
Dealer Agreement who solicits the exercise of Rights and the Over-Subscription
Privilege in connection with the Offer and who complies with the procedures
described below (a "Soliciting Dealer"). Upon timely delivery to PNC Bank,
National Association, the Company's Subscription Agent for the Offer, of
payment for Shares purchased pursuant to the exercise of Rights and the Over-
Subscription Privilege and of properly completed and executed documentation as
set forth in this Soliciting Dealer Agreement, a Soliciting Dealer will be
entitled to receive Solicitation Fees equal to 2.50% of the Subscription Price
per Share so purchased; provided, however, that no payment shall be due with
respect to the issuance of any Shares until payment therefor is actually
received. A qualified broker or dealer is a broker or dealer which is a
member of a registered national securities exchange in the United States or
the National Association of Securities Dealers, Inc. ("NASD") or any foreign
broker or dealer not eligible for membership who agrees to conform to the
Rules of Fair Practice of the NASD, including Sections 8, 24, 25 and 36 there-
of, in making solicitations in the United States to the same extent as if it
were a member thereof.
The Company has agreed to pay the Solicitation Fees payable to the
undersigned Soliciting Dealer and to indemnify such Soliciting Dealer on the
terms set forth in the Dealer Manager Agreement, dated March 8, 1996 among
PaineWebber Incorporated as the Dealer Manager, the Company and the Investment
Manager, the Company's investment adviser (the "Dealer Manager Agreement").
Solicitation and other activities by Soliciting Dealers may be undertaken only
in accordance with the applicable rules and regulations of the Securities and
Exchange Commission and only in those states and other jurisdictions where
such solicitations and other activities may lawfully be undertaken and in
accordance with the laws thereof. Compensation will not be paid for solicita-
tions in any state or other jurisdiction in which the opinion of counsel to
the Company or counsel to the Dealer Manager, such compensation may not
lawfully be paid. No Soliciting Dealer shall be paid Solicitation Fees with
respect to Shares purchased pursuant to an exercise of Rights or the Over-
Subscription Privilege for its own account or for the account of any affiliate
of the Soliciting Dealer, except that the Dealer Manager shall receive the
Solicitation Fees with respect to Shares purchased pursuant to an exercise of
Rights or the Over-Subscription Privilege for its own account provided that
such Shares are offered and sold by the Dealer Manager to its clients. No
Soliciting Dealer or any other person is authorized by the Company or the
Dealer Manager to give any information or make any representations in connec-
tion with the Offer other than those contained in the Prospectus and other
authorized solicitation material furnished by the Company through the Dealer
Manager. No Soliciting Dealer is authorized to act as agent of the Company or
the Dealer Manager in any connection or transaction. In addition, nothing
herein contained shall constitute the Soliciting Dealers partners with the
Dealer Manager or with one another, or agents of the Dealer Manager or of the
Company, or create any association between such parties, or shall render the
Dealer Manager or the Company liable for the obligations of any Soliciting
Dealer. The Dealer Manager shall be under no liability to make any payment to
any Soliciting Dealer, and shall be subject to no other liabilities to any
Soliciting Dealer, and no obligations of any sort shall be implied.
In order for a Soliciting Dealer to receive Solicitation Fees, the
[Subscription Agent] must have received from such Soliciting Dealer no later
than 5:00 p.m., New York City time, on the Expiration Date, either (i) a
properly completed and duly executed Subscription Certificate with respect to
Shares purchased pursuant to the exercise of Rights or the Over-Subscription
Privilege and full payment Shares; or (ii) a Notice of Guaranteed Delivery
guaranteeing delivery to the Subscription Agent by close of business on the
third New York Stock Exchange trading day after the Expiration Date, of (a)
full payment with respect to Shares purchased pursuant to the exercise of
Rights or the Over-Subscription Privilege and (b) a properly completed and
duly executed Subscription Certificate with respect to such Shares. Solici-
tation Fees will only be paid after receipt by the Subscription Agent of a
properly completed and duly executed Soliciting Dealer Agreement (or a
facsimile thereof). In the case of a Notice of Guaranteed Delivery, Solicit-
ation Fees will only be paid after delivery in accordance with such Notice of
Guaranteed Delivery has been effected. Solicitation Fees will be paid by the
Company to the Soliciting Dealer by check to an address designated by the
Soliciting Dealer below by the tenth business day after final payment for the
Shares as set forth in the Prospectus.
All questions as to the form, validity and eligibility (including
time of receipt) of this Soliciting Dealer Agreement will be determined by the
Company, in its sole discretion, which determination shall be final and
binding. Unless waived, any irregularities in connection with a Soliciting
Dealer Agreement or delivery thereof must be cured within such time as the
Company shall determine. None of the Company, the Dealer Manager,
Subscription Agent, the Information Agent for the Offer (Shareholder
Communications Corporation) or any other person will be under any duty to give
notification of any defects or irregularities in any Soliciting Dealer Agree-
ment or incur any liability for failure to give such notification.
The acceptance of Solicitation Fees from the Company by the
undersigned Soliciting Dealer shall constitute a representation by such Solic-
iting Dealer to the Company that: (i) it has received and reviewed the Pro-
spectus; (ii) in soliciting purchases of Shares pursuant to the exercise of
the Rights or the Over-Subscription Privilege, it has complied with the
applicable requirements of the Securities Exchange Act of 1934, as amended,
the applicable rules and regulations thereunder, any applicable securities
laws of any state or jurisdiction where such solicitations may lawfully be
made, and the applicable rules and regulations of any self-regulatory
organization or registered national securities exchange; (iii) in soliciting
purchases of Shares pursuant to the exercise of the Rights or the Over-
Subscription Privilege, it has not published, circulated or used any
soliciting materials other than the Prospectus and any other authorized solic-
itation material furnished by the Company through the Dealer Manager; (iv) it
has not purported to act as agent of the Company or the Dealer Manager in any
connection or transaction relating to the Offer; (v) the information contained
in this Soliciting Dealer Agreement is, to its best knowledge, true and com-
plete; (vi) it is not affiliated with the Company; (vii) it will not accept
Solicitation Fees paid by the Company pursuant to the terms hereof with
respect to Shares purchased by the Soliciting Dealer pursuant to an exercise
of Rights or the Over-Subscription Privilege for its own account; (viii) it
will not remit, directly or indirectly, any part of Solicitation Fees paid by
the Company pursuant to the terms hereof to any beneficial owner of Shares
purchased pursuant to the Offer; and (ix) it has agreed to the amount of the
Solicitation Fees and the terms and conditions set forth herein with respect
to receiving such Solicitation Fees. By returning a Soliciting Dealer
Agreement and accepting Solicitation Fees, a Soliciting Dealer will be deemed
to have agreed to indemnify the Company and the Dealer Manager against losses,
claims, damages and liabilities to which the Company may become subject as a
result of the breach of such Soliciting Dealer's representations made herein
and described above. In making the foregoing representations, Soliciting
Dealers are reminded of the possible applicability of Rule 10b-6 under the
Exchange Act if they have bought, sold, dealt in or traded in any Shares for
their own account since the commencement of the Offer.
Solicitation Fees due to eligible Soliciting Dealers will be paid
promptly after consummation of the Offer. Upon expiration of the Offer, no
Solicitation Fees will be payable to Soliciting Dealers with respect to Xxxxxx
purchased thereafter.
Capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Dealer Manager Agreement or, if not defined
therein, in the Prospectus.
This Soliciting Dealer Agreement will be governed by the laws of the
State of New York without reference to the choice of law principles thereof.
Please execute this Soliciting Dealer Agreement below accepting the
terms and conditions hereof and confirming that you are a member firm of a
registered national securities exchange or of the NASD or a foreign broker or
dealer not eligible for membership who has conformed to the Rules of Fair
Practice of the NASD, including Sections 8, 24, 25 and 36 thereof, in making
solicitations of the type being undertaken pursuant to the Offer in the United
States to the same extent as if you were a member thereof, and certifying that
you have solicited the purchase of the Shares pursuant to exercise of the
Rights or the Over-Subscription Agreement, all as described above, in ac-
cordance with the terms and conditions set forth in this Soliciting Dealer
Agreement. Please forward two executed copies of this Soliciting Dealer
Agreement to The Greater China Fund, Inc., c/o Xxxxxxxx Xxxxxxxx Asset Man-
agement Inc., 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: X. Xxxxxxx Xxxxx (tel. number (000) 000-0000; fax. number (212)
000-0000). A signed copy of this Soliciting Dealer Agreement will be promptly
returned to the Soliciting Dealer at the address set forth below.
Very truly yours,
PaineWebber Incorporated
By:__________________________
Name:
Title:
PLEASE COMPLETE INFORMATION BELOW:
ACCEPTED AND CONFIRMED BY SOLICITING DEALER
Contact Name at Firm: __________________________________
______________________ ______________________________
Printed Firm Name Address
______________________ ______________________________
Authorized Signature Area Code and Telephone Number
______________________ ______________________________
Name and Title Fax Number
Dated:
Payment of the Solicitation Fee shall
be mailed by check to the following address:
___________________________
___________________________
___________________________
