SUB-ADMINISTRATION AGREEMENT
Exhibit (k)(9)
This SUB-ADMINISTRATION AGREEMENT, made as of the 30th day of September 2004 between ABERDEEN ASSET MANAGEMENT, INC., a Delaware corporation ("AAM"), and PRINCETON ADMINISTRATORS, L.P., a Delaware limited partnership ("Princeton" or the "Sub-administrator").
WITNESSETH:
WHEREAS, AAM has agreed to provide or arrange the provision of certain administrative services to Aberdeen Global Income Fund, Inc, Aberdeen Asia-Pacific Income Fund, Inc. and Aberdeen Australia Equity fund, Inc. (collectively "the Funds"), each a Maryland corporation and a non-diversified closed-end management investment company registered under the Investment Company Act of 1940, as amended (the "Investment Company Act"); and
WHEREAS, AAM wishes to retain Princeton to perform the administrative services contemplated by this Agreement to the Funds;
NOW, THEREFORE, the parties hereto agree as follows:
1. | Duties of the
Sub-administrator. AAM hereby retains Princeton to act as
Sub-administrator of the Funds, subject to the supervision and direction
of AAM and the Board of Directors of the Funds as herein set forth.
Subject to the supervision and direction of AAM, Princeton shall perform
or arrange for the performance of the following administrative and
clerical services: | |
(a) | Calculate or arrange for the
calculation and publication of each Funds' net asset value in accordance
with the Funds' policy as adopted from time to time by the Board of
Directors; | |
(b) | Maintain, or arrange for the
maintenance of, certain books and records of the Funds, as mutually agreed
upon between the parties hereto, that are required under the Investment
Company Act; | |
(c) | Provide the Funds with
administrative offices and data processing facilities as well as the
services of persons competent to perform such administrative and clerical
functions as are necessary to provide effective operation of the
Funds; | |
(d) | Maintain the Funds' expense budget
and monitor expense accruals; | |
(e) | Arrange for payment of the Funds'
expenses, as AAM directs, which may include calculation of various
contractual expenses of the Funds' service providers, and the review and
approval of invoices for the Funds' account and submission to an officer
of the Funds for authorization of payment; | |
(f) | Oversee and review the
calculations of fees paid to AAM, the Sub-Administrator, the transfer
agent and the custodian; | |
(g) | Compute the Funds' yield, total
return, expense ratios and portfolio turnover rate as well as various
statistical data as reasonably requested; | |
(h) | Prepare, for review and approval
by officers of the Funds, financial information for the Funds' quarterly,
semi-annual and annual reports, proxy statements and other communications
with shareholders required or otherwise to be sent to the Funds'
shareholders, and arrange for the printing and dissemination of such
reports and communications to shareholders; | |
(i) | Prepare reports relating to the
business and affairs of the Funds as may be mutually agreed upon and not
otherwise appropriately prepared by AAM or the Funds' custodian, counsel
or independent public accountants; | |
(j) | Provide the necessary financial
information to the Funds' independent public accountants to assist them in
the preparation of the federal, state and local income tax returns, and
any other required tax returns, as may be mutually agreed upon. Review
completed tax returns for accuracy and provide to AAM for review, approval
and execution by officers of the Funds; | |
(k) | Calculate the Funds' annual net
investment income (including net realized short-term capital gain) and net
realized long-term capital gain to determine the Funds' minimum annual
distributions to shareholders and the tax and accounting treatment of such
distributions on a per share basis, to be reviewed by the Funds'
independent public accountants; | |
(l) | Prepare, for review by an officer
of the Funds, the Fund's periodic financial reports required to be filed
with the Securities and Exchange Commission (the "SEC") on Form N-SAR and
Form N-CSR and such other reports, forms or filings, as may be mutually
agreed upon; | |
(m) | Prepare such financial information
and reports as may be required by any stock exchange or exchanges on which
the Funds' shares are listed, and such other information and reports
required by such stock exchanges as may be mutually agreed upon;
| |
(n) | Prepare such financial information
and reports as may be required by any banks from which the Funds borrow
money; | |
(o) | Prepare reports related to the
Funds' preferred stock, if any, as required by rating
agencies; | |
(p) | Establish the timeline and
coordinate the compilation of the quarterly Board of Directors meeting
materials; | |
(q) | Coordinate the performance of
administrative and professional services rendered to the Funds by others,
including its custodian, registrar, transfer agent, dividend disbursing
agent and dividend reinvestment plan agent, as well as accounting,
auditing and such other services as may from time to time be mutually
agreed; | |
(r) | Consult as necessary with the
Funds' officers, independent public accountants, legal counsel, custodian,
accounting agent and transfer and dividend disbursing agent in
establishing the accounting policies of the Funds; | |
(s) | Review implementation of any stock
purchase or dividend reinvestment programs authorized by the Board of
Directors; | |
(t) | Provide such assistance to AAM,
the custodian and the Funds' counsel and independent public accountants as
generally may be reasonably required to properly carry on the business and
operations of the Funds; and | |
(u) | Respond to, or refer to AAM, the Funds' officers or transfer agent, shareholder inquiries relating to the Funds. | |
AAM agrees to deliver
and to use commercially reasonable efforts to cause to be delivered, on a
timely basis, such information to Princeton as may be necessary or
appropriate for Princeton's performance of its duties and responsibilities
hereunder, including but not limited to, daily records of transactions,
valuation of investments in United States dollars (which may be based on
information provided by a pricing service), expenses borne by the Funds,
the Funds management letter to shareholders and such other information
necessary for Princeton to prepare the above referenced reports and
filings, and Princeton shall be entitled to rely on the accuracy and
completeness of such information in performing its duties hereunder.
| ||
All services are to be
furnished through the medium of any officer or employee of Princeton as
the Sub-administrator deems appropriate in order to fulfill its
obligations hereunder. | ||
Each party shall bear
all its own expenses incurred in connection with this Agreement. Printing
and dissemination expenses, such as those for reports to shareholders and
proxy statements, shall be expenses of the
Funds. |
2. | Compensation of the Sub-administrator. AAM will pay the Princeton a fee on the first business day of each calendar month for the previous month equal to the following; |
Aberdeen Global Income Fund, Inc. - at an annual rate equal to 0.1125% of the Fund's Managed Assets (as defined below). Princeton will make payment to the accounting agent, from its monthly fee, for services rendered to the Fund.
Aberdeen Asia-Pacific Income Fund, Inc. - at an annual rate equal to 0.06% of the Fund's Managed Assets (as defined below) up to $900 million, 0.04% of such assets between $900 million and $1.75 billion and 0.03% of such assets in excess of $1.75 billion. The Fund will make payment to the accounting agent for services rendered as previously agreed upon.
Aberdeen Australia Equity Fund, Inc. - at an annual rate equal to 0.02% of the Fund's Managed Assets (as defined below). The Fund will make payment to the accounting agent for services rendered as previously agreed upon.
For the purposes of determining fees payable to the Sub-administrator, the value of the Fund's assets shall be computed at the times and in the manner specified in the Fund's registration statement on Form N-2, as amended from time to time. "Managed Assets" means the average weekly value of a Fund's total assets minus the sum of a Fund's liabilities, which liabilities exclude debt relating to leverage, short-term debt and the aggregate liquidation preference of any outstanding preferred stock. Compensation by AAM to Princeton shall commence on the 1st day of November 2004. In the event that this Agreement is terminated before the end of a month, the fee shall be pro-rated according to the proportion of the month that services were provided and shall be payable within seven days after the date of termination of this Agreement.
3. | Limitation of
Liability of the Sub-administrator,
Indemnification. | |
(a) | Princeton may, with respect to
questions of law, apply for and obtain the advice and opinion of legal
counsel, and with respect to the application of generally accepted
accounting principles or federal tax accounting principles, apply for and
obtain the advice and opinion of accounting experts, at the reasonable
expense of the Funds or AAM. Princeton shall obtain prior permission of
the Funds or AAM before obtaining the advise and opinion of legal or
accounting experts at the expense of the Funds or AAM, and shall not use
any counsel or accounting experts to which the Funds or AAM shall
reasonably object. Princeton shall be fully protected with respect to any
action taken or omitted by it in good faith in conformity with this
paragraph. | |
(b) | Princeton shall not be liable to
the Funds or AAM for any action taken or omitted to be taken by Princeton
in connection with the performance of any of its duties or obligations
under this Agreement, and AAM shall indemnify Princeton and hold it
harmless from and against all damages, liabilities, costs and expenses
(including reasonable attorneys' fees and amounts reasonably paid in
settlement) incurred by Princeton in or by reason of any pending,
threatened or contemplated action, suit, investigation or other proceeding
(including an action or suit by or in the right of the Funds or its
security holders) arising out of or otherwise based upon any action
actually or allegedly taken or omitted to be taken by Princeton in
connection with the performance of any of its duties or obligations under
this Agreement; provided, however, that nothing contained herein shall
protect or be deemed to protect Princeton against or entitle or be deemed
to entitle Princeton to indemnification in respect of any liability to
AAM, the Funds or its security holders to which Princeton would otherwise
be subject by reason of willful misfeasance, bad faith or gross negligence
in the performance of its duties, or by reason of its reckless disregard
of its duties and obligations under this Agreement. Such expenses shall be
paid by AAM in advance of the final disposition of such matter upon
invoice by Princeton and receipt by AAM of an undertaking Princeton to
repay such amounts if it shall ultimately be established that the
Princeton is not entitled to payment of such expenses
hereunder. | |
(c) | As used in this Paragraph 3, the
term "Princeton" shall include any affiliates of the Sub-administrator
performing services for the Funds contemplated hereby, and Directors,
officers, agents and employees of the Sub-administrator or such
affiliates. | |
4. | Activities of the
Sub-administrator. | |
The services of
Princeton hereunder are not exclusive and nothing in this Agreement shall
limit or restrict the right of Princeton to engage in any other business
or to render services of any kind to any other corporation, firm,
individual or association. Princeton shall be deemed to be an independent
contractor, unless otherwise expressly provided or authorized by this
Agreement. | ||
5. | Duration and
termination of this Agreement. | |
This Agreement shall
become effective on the 1st day of November 2004 once signed by
both parties. This Agreement may be terminated by either party hereto
(without penalty) at any time upon not less than 60 days prior written
notice to the other party hereto. | ||
6. | Amendments of this Agreement. | |
This Agreement may be
amended by the parties hereto only if such amendment is specifically
approved by the Board of Directors of the Funds and such amendment is set
forth in a written instrument executed by each of the parties
hereto. | ||
7. | Governing Law.
| |
This Agreement shall be
governed by and construed in accordance with the laws of the State of new
York without reference to choice of law principles thereof and in
accordance with the Investment Company Act. In the case of any conflict,
the Investment Company Act shall control. | ||
8. | Counterparts.
| |
This Agreement may be
executed by the parties hereto in counterparts, and if executed in more
than one counterpart, the separate instruments shall constitute one
agreement. | ||
9. | Notices. Any
notice or other communication required to be given in writing pursuant to
this Agreement shall be deemed duly given if delivered or mailed by
registered mail, postage prepaid, (1) to Princeton at X.X. Xxx 0000,
Xxxxxxxxx, Xxx Xxxxxx 00000-0000, Attention: Xxxxxx X. Xxxxx, (2) to AAM
at 000 Xxx Xxxx Xxxxx, 000 X.X. 0xx Xxxxxx, Xxxxx 000, Xxxx Xxxxxxxxxx, XX
00000 Attention: Xxxxxxxx Xxxxxx. | |
10. | Entire Agreement.
This Agreement sets forth the agreement and understanding of the parties
hereto solely with respect to the matters covered hereby and the
relationship between AAM and Princeton Administrators L.P. as
Sub-Administrator. Nothing in this Agreement shall govern, restrict or
limit in any respect any other business dealings between the parties
hereto unless otherwise expressly provided herein. | |
11. | No Assignment. This Agreement shall not be assigned by either party without the prior written consent of the other, except that either party may assign the agreement to another party if such assignment is to a party controlling, controlled by or under common control with the assigning party. |
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
ABERDEEN ASSET MANAGEMENT, INC.
By /s/ Xxxxxxx Xxxxxx Title: Director
| |
PRINCETON ADMINISTRATORS, L.P.
By /s/ Xxxxxx X. Xxxxx Title: Senior Vice President |