As filed with the Securities and Exchanged Commission on August 30, 2001.
File No. 811-04438
Registration No. 33-76060
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-2
Registration Statement Under the Investment Company Act of 1940
Amendment No. 13
ABERDEEN AUSTRALIA EQUITY FUND, INC.
(Exact name of Registrant as Specified in Charter)
Gateway Center 3
100 Mulberry Street
Newark, NJ 07102
Registrant's telephone number, including Area Code: (800)451-6788
Sander M. Bieber, Esquire
Dechert
1775 Eye Street, N.W.
Washington, D.C. 20006
(202) 261-3308
(Name and Address of Agent for Service)
If any securities being registered on this form will be offered on a delayed or
continuous basis in reliance on Rule 415 under the Securities Act of 1933, other
than securities offered in connection with a dividend reinvestment plan, check
the following box....___
It is proposed that this filing will become effective (check appropriate box)
___when declared effective pursuant to Section 8(c)
The following boxes should only be included and completed if the registrant is a
registered closed-end management investment company or business development
company which makes periodic repurchase offers under Rule 23c-3 under the
Investment Company Act and is making this filing in accordance with Rule 486
under the Securities Act.
X immediately upon filing pursuant to paragraph (b)
___
PART C
Registrant's Articles Supplementary as adopted by the Registrant's Board of
Directors on August 16, 2000, filed herewith as Exhibit (a)(4).
Registrant's By-laws as amended and restated and adopted by the
Registrant's Board of Directors on June 12, 2001, filed herewith as Exhibit
(b)(3).
Registrant's Management Agreement with EquitiLink International Management
Limited dated December 21, 2000, filed herewith as Exhibit (g)(4).
Registrant's Investment Advisory Agreement with EquitiLink International
Management Limited and EquitiLink Australia Limited dated December 21, 2000,
filed herewith as Exhibit (g)(5).
Registrant's Amendment No. 3 to Custody Agreement between the Registrant
and State Street Bank and Trust Company dated December 4, 1998, filed herewith
as Exhibit (j)(4).
Powers of Attorney, as executed by the Officers and Directors of the
Registrant on various days in June, 2001, filed herewith as Exhibit (s)(4).
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has duly caused this Amendment No. 13 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the District of Columbia, on the
30th day of August, 2001.
ABERDEEN AUSTRALIA EQUITY FUND, INC.
*
-----------------------------------
Hugh Young
President
By: /s/ Sander M. Bieber
------------------------------
Sander M. Bieber
as Attorney-in-Fact for Hugh Young
* Pursuant to power of attorney filed herewith.
EXHIBIT INDEX
Exhibit Description
(a)(4) Articles Supplementary dated August 16, 2000.
(b)(3) By-laws as amended and restated through June 12, 2001.
(g)(4) Management Agreement with EquitiLink International Management
Limited dated December 21, 2000.
(g)(5) Investment Advisory Agreement with EquitiLink International Management
Limited and EquitiLink Australia Limited dated December 21, 2000.
(j)(4) Amendment No. 3 to the Custody Agreement between the Registrant and State
Street dated December 4, 1998.
(s)(4) Powers of Attorney for Registrant's Officers and Directors, as executed
on various days in June, 2001.
EXHIBIT (a)(4)
THE FIRST AUSTRALIA FUND, INC.
ARTICLES SUPPLEMENTARY
THE FIRST AUSTRALIA FUND, INC., a Maryland corporation having its principal
Maryland office in Baltimore, Maryland (the "Corporation"), certifies that:
FIRST: Pursuant to Section 3-802 of the Maryland General Corporation Law
(the "MGCL"), the Board of Directors of the Corporation ("the Board") at its
meeting held on June 8, 2000, by unanimous resolution, elected to be subject to
certain provisions of Subtitle 8 of the MGCL, entitled, "Corporations and Real
Estate Investment Trusts -- Unsolicited Takeovers."
SECOND: Pursuant to such resolution, the Corporation through its Board, has
elected to be subject to the following provisions of Subtitle 8:
(i) Section 3-804(a): Under Section 3-804(a), the stockholders of the
Corporation may remove any director by the affirmative vote of at
least two-thirds of all the votes entitled to be cast by the
stockholders generally in the election of directors.
(ii) Section 3-804(b): Under Section 3-804(b), the number of directors
of the Corporation shall be fixed only by the vote of the Board.
(iii)Section 3-804(c): Under Section 3-804(c), a vacancy on the Board
due to an increase in the size of the Board or the death,
resignation, or removal of a director, may be filled only by the
affirmative vote of the majority of the remaining directors in
office, even if the remaining directors do not constitute a
quorum. Any director so elected to fill a vacancy shall hold
office for the remainder of the full term of the class of
directors in which the vacancy occurred, and until a successor is
elected and qualifies.
(iv) Section 3-805: Under Section 3-805, the Secretary of the
Corporation may call a special meeting of stockholders only on
the written request of the stockholders entitled to cast at least
a majority of all votes entitled to be cast at the meeting; and
in accordance with the procedures set forth under Section
2-502(b)(2) and (3) and (e) of the MGCL.
THIRD: The filing of these Articles Supplementary, pursuant to Section
3-802(d)(1), was approved by the Board by Unanimous Written Consent in lieu of
meeting on August 16th, 2000.
FOURTH: Pursuant to Section 3-802(d)(3) of the MGCL, the filing of these
Articles Supplementary does not require the approval of stockholders.
FIFTH: The undersigned Chairman acknowledges that these Articles
Supplementary are the act of the Corporation and that to the best of his
knowledge, information, and belief, all matters and facts set forth herein
relating to the authorization and approval of the Articles Supplementary are
true in all material respects and that this statement is made under the penalty
of perjury.
IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary
to be signed in its name and on behalf by its Chairman and attested to by its
Assistant Secretary on this 16th day of August, 2000.
THE FIRST AUSTRALIA FUND, INC.
By: /s/ Laurence Freedman
------------------------------
Laurence S. Freedman
Chairman
ATTEST
/s/ Sander M. Bieber
-------------------------------
Sander M. Bieber
Assistant Secretary
EXHIBIT (b)(3)
ABERDEEN AUSTRALIA EQUITY FUND, INC.
A Maryland Corporation
BY-LAWS
Amended and Restated
as of June 12, 2001
TABLE OF CONTENTS
ARTICLE I NAME OF CORPORATION, LOCATION OF OFFICES AND SEAL....................1
Section 1. Name.........................................................1
Section 2. Principal Offices............................................1
Section 3. Seal.........................................................1
ARTICLE II STOCKHOLDERS........................................................1
Section 1. Place of Meeting.............................................1
Section 2. Annual Meetings..............................................2
Section 3. Special Meetings.............................................2
Section 4. Notice of Meetings...........................................2
Section 5. Quorum; Adjournment of Meetings..............................3
Section 6. Voting and Inspector.........................................4
Section 7. Stockholders Entitled to Vote................................4
Section 8. Validity of Proxies, Ballots.................................5
Section 9. Conduct of Stockholders' Meetings............................6
Section 10. Action Without a Meeting.....................................6
Section 11. Stockholder Proposals........................................6
ARTICLE III BOARD OF DIRECTORS.................................................9
Section 1. Powers.......................................................9
Section 2. Number and Term..............................................9
Section 3. Election....................................................10
Section 4. Vacancies and Newly Created Directorships...................10
Section 5. Removal.....................................................11
Section 6. Place of Meeting............................................11
Section 7. Annual and Regular Meetings.................................11
Section 8. Special Meetings............................................12
Section 9. Waiver of Notice............................................12
Section 10. Quorum and Voting...........................................12
Section 11. Action Without a Meeting....................................13
Section 12. Compensation of Directors...................................13
ARTICLE IV COMMITTEES.........................................................13
Section 1. Organization................................................13
Section 2. Proceedings and Quorum......................................14
ARTICLE V OFFICERS............................................................14
Section 1. General.....................................................14
Section 2. Election, Tenure and Qualifications.........................14
Section 3. Removal and Resignation.....................................15
Section 4. President...................................................15
Section 5. Chairman....................................................15
Section 6. Vice President..............................................16
Section 7. Treasurer and Assistant Treasurers..........................16
Section 8. Secretary and Assistant Secretaries.........................17
Section 9. Subordinate Officers........................................17
Section 10. Remuneration................................................18
Section 11. Surety Bonds................................................18
ARTICLE VI CAPITAL STOCK......................................................18
Section 1. Certificates of Stock.......................................18
Section 2. Transfer of Shares..........................................19
Section 3. Stock Ledgers...............................................19
Section 4. Transfer Agents and Registrars..............................19
Section 5. Fixing of Record Date.......................................19
Section 6. Lost, Stolen or Destroyed Certificates......................20
ARTICLE VII FISCAL YEAR AND ACCOUNTANT........................................20
Section 1. Fiscal Year.................................................20
Section 2. Accountant..................................................21
ARTICLE VIII CUSTODY OF SECURITIES............................................21
Section 1. Employment of a Custodian...................................21
Section 2. Termination of Custodian Agreement..........................21
ARTICLE IX INDEMNIFICATION....................................................22
Section 1. Indemnification of Directors, Officers, Employees and
Agents......................................................22
ARTICLE X AMENDMENTS..........................................................23
Section 1. General.....................................................23
BY-LAWS
OF
ABERDEEN AUSTRALIA EQUITY FUND, INC.
(A MARYLAND CORPORATION)
ARTICLE I
---------
NAME OF CORPORATION, LOCATION OF
OFFICES AND SEAL
----------------
Section 1. Name. The name of the Corporation is Aberdeen Australia Equity Fund,
Inc.
Section 2. Principal Offices. The principal office of the Corporation in the
State of Maryland shall be located in Baltimore, Maryland. The Corporation may,
in addition, establish and maintain such other offices and places of business as
the Board of Directors may, from time to time, determine.
Section 3. Seal. The corporate seal of the Corporation shall be circular in form
and shall bear the name of the Corporation, the year of its incorporation, and
the word "Maryland." The form of the seal shall be subject to alteration by the
Board of Directors and the seal may be used by causing it or a facsimile to be
impressed or affixed or printed or otherwise reproduced. Any officer or Director
of the Corporation shall have authority to affix the corporate seal of the
Corporation to any document requiring the same.
ARTICLE II
STOCKHOLDERS
------------
Section 1. Place of Meeting. All meetings of the stockholders shall be held at
the principal office of the Corporation in the State of Maryland or at such
other place within the United States
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as may from time to time be designated by the Board of Directors and stated in
the notice of such meeting.
Section 2. Annual Meetings. An annual meeting of stockholders for election of
Directors and the transaction of such other business as may properly come before
the meeting shall be held at such time and place within the United States as the
Board of Directors, or any duly constituted committee of the Board, shall select
between March 21 and April 19.
Section 3. Special Meetings. Special meetings of the stockholders may be called
at any time by the President or a majority of the Board of Directors and shall
be held at such time and place as may be stated in the notice of the meeting.
Special meetings of the stockholders shall be called by the Secretary upon
receipt of the written request of the holders of shares entitled to not less
than a majority of all the votes entitled to be cast at such meeting, provided
that (1) the information specified in Article II, Section 11 is given; and (2)
the stockholders requesting such meeting shall have paid to the Corporation the
reasonably estimated cost of preparing and mailing the notice thereof, which the
Secretary shall determine and specify to such stockholders. No special meeting
shall be called upon the request of stockholders to consider any matter which is
substantially the same as a matter voted upon at any special meeting of the
stockholders held during the preceding 12 months, unless requested by the
holders of a majority of all shares entitled to be voted at such meeting.
Section 4. Notice of Meetings. The Secretary shall cause written or printed
notice of the place, date and hour, and, in the case of a special meeting, the
purpose or purposes for which the
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meeting is called, to be given, not less than 10 and not more than 90 days
before the date of the meeting, to each stockholder entitled to vote at, or
entitled to notice of, such meeting by leaving the same with such stockholder or
at such stockholder's residence or usual place of business or by mailing it,
postage prepaid, and addressed to such stockholder at his address as it appears
on the records of the Corporation at the time of such mailing, or by
transmitting it to the stockholder by electronic mail to any electronic mail
address of the stockholder or by any other electronic means. If mailed, notice
shall be deemed to be given when deposited in the United States mail addressed
to the stockholder as aforesaid. Notice of any stockholders' meeting need not be
given to any stockholder who shall sign a written waiver of such notice either
before or after the time of such meeting, which waiver shall be filed with the
records of such meeting, or to any stockholder who is present at such meeting in
person or by proxy. Notice of adjournment of a stockholders' meeting to another
time or place need not be given if such time and place are announced at the
meeting.
Section 5. Quorum; Adjournment of Meetings. The presence at any stockholders'
meeting, in person or by proxy, of stockholders entitled to cast a majority of
all votes entitled to be cast constitutes a quorum for the transaction of
business. In the absence of a quorum, the holders of a majority of shares
entitled to vote at the meeting and present in person or by proxy, or, if no
stockholder entitled to vote is present in person or by proxy, any officer
present entitled to preside or act as Secretary of such meeting may adjourn the
meeting without determining the date of the new meeting or from time to time
without further notice to a date not more than 120 days after the original
record date. Any business that might have been transacted at the meeting
originally called may be transacted at any such adjourned meeting at which a
quorum is present.
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Section 6. Voting and Inspector. Unless otherwise provided by the Charter, at
each stockholders' meeting, each stockholder entitled to vote thereat shall be
entitled to one vote for each share of stock of the Corporation validly issued
and outstanding and standing in his name on the books of the Corporation on the
record date fixed in accordance with Section 5 of Article VI hereof (and each
stockholder of record holding fractional shares, if any, shall have
proportionate voting rights). Stockholders may vote their shares owned of record
either in person or by proxy appointed by instrument in writing subscribed by
such stockholder or his duly authorized attorney. Except as otherwise
specifically provided in the Charter or these By-Laws or as required by
provisions of the Investment Company Act of 1940, as amended from time to time,
all matters shall be decided by a vote of the majority of all votes validly cast
at a meeting at which a quorum is present. The vote upon any question shall be
by ballot whenever requested by any person entitled to vote, but, unless such a
request is made, voting may be conducted in any way approved by the meeting.
At any election of Directors, the Chairman of the meeting may, and upon the
request of the holders of ten percent (10%) of the stock entitled to vote at
such election shall, appoint one inspector of election who shall first subscribe
an oath or affirmation to execute faithfully the duties of inspector at such
election with strict impartiality and according to the best of his ability, and
shall after the election make a certificate of the result of the vote taken. No
candidate for the office of Director shall be appointed such Inspector.
Section 7. Stockholders Entitled to Vote. If the Board of Directors sets a
record date for the determination of stockholders entitled to notice of or to
vote at any stockholders' meeting in
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accordance with Section 5 of Article VI hereof, each stockholder of the
Corporation shall be entitled to vote, in person or by proxy, each share of
stock standing in his name on the books of the Corporation on such record date.
If no record date has been fixed, the record date for the determination of
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be the later of the close of business on the day on which notice of the meeting
is mailed or the thirtieth day before the meeting, or, if notice is waived by
all stockholders, at the close of business on the tenth day next preceding the
day on which the meeting is held.
Section 8. Validity of Proxies, Ballots. The right to vote by proxy shall exist
only if the instrument authorizing such proxy to act shall have been signed by
the stockholder or by his duly authorized attorney. Unless a proxy provides
otherwise, it shall not be valid more than eleven months after its date. At
every meeting of the stockholders, all proxies shall be received and taken in
charge of and all ballots shall be received and canvassed by the Secretary of
the Corporation or the person acting as Secretary of the meeting before being
voted, who shall decide all questions touching the qualification of voters, the
validity of the proxies and the acceptance or rejection of votes, unless an
inspector of election has been appointed by the Chairman of the meeting in which
event such inspector of election shall decide all such questions. A proxy with
respect to stock held in the name of two or more persons shall be valid if
executed by one of them unless at or prior to exercise of such proxy the
Corporation receives a specific written notice to the contrary from any one of
them. A proxy purporting to be executed by or on behalf of a stockholder shall
be deemed valid unless challenged at or prior to its exercise.
-5-
Section 9. Conduct of Stockholders' Meetings. The meetings of the stockholders
shall be presided over by the President, or if he is not present, by the
Chairman, or if he is not present, by any Vice President, or if none of them is
present, then by any other officer of the Corporation appointed by the President
to act on his behalf shall preside over the meeting. The Secretary of the
Corporation, if present, shall act as a Secretary of such meeting, or if he is
not present, an Assistant Secretary shall so act; if neither the Secretary nor
any Assistant Secretary is present, then any such person appointed by the
Secretary to act on his behalf shall act as the Secretary of such meeting.
Section 10. Action Without a Meeting. Any action to be taken by stockholders may
be taken without a meeting to the fullest extent permitted by law.
Section 11. Stockholder Proposals.
(a) No business proposed by a stockholder to be considered at an annual
meeting of stockholders shall be considered by the stockholders at that meeting
unless no less than 90 days nor more than 120 days prior to the first
anniversary date ("anniversary date") of the annual meeting for the preceding
year, or, with respect to annual meetings not scheduled to be held within a
period that commences 30 days before the anniversary date and ends 30 days after
the anniversary date, by the later of the close of business on the date 90 days
prior to such meeting or 14 days following the date such meeting is first
publicly announced or disclosed, the Secretary of the Corporation receives a
written notice from the stockholder proposing a business matter to be
considered at an annual meeting that sets forth the information required by
Section 11(c) of this Article II.
-6-
(b) No business matter shall be considered at a special meeting of
stockholders unless such matter is specifically listed as a purpose of the
special meeting and listed as a matter proposed to be acted on at the special
meeting pursuant to the Corporation's notice of meeting.
(i) In the event a special meeting is called at the request of
stockholders, pursuant to Section 3 of this Article II, the written request
shall be delivered to the Secretary of the Corporation, and shall state the
business proposed by stockholders to be the purpose of the meeting and the
matters proposed to be acted upon, and shall set forth the information
required by Section 11(c) of this Article II.
(ii) In the event the Corporation calls a special meeting of
stockholders for the purpose of electing one or more directors to the Board
of Directors, any stockholder may nominate a person or persons (as the case
may be) for election to such position(s) as specified in the Corporation's
notice of meeting, if the stockholder delivers a written notice to the
Secretary of the Corporation, which shall set forth the information
required by Section 11(c) of this Article II, not later than the close of
business 21 days following the day on which the date of the special meeting
and the nominees proposed by the Board of Directors to be elected at such
meeting are publicly announced or disclosed.
(c) The written notice or written request to the Secretary of the
Corporation, required to be provided pursuant to Section 11(a) or 11(b) of this
Article II, shall include the following
information: (1) the nature of the proposed business with reasonable
particularity, including the exact text of any proposal to be presented for
adoption, and the reasons for conducting that business at the meeting of
stockholders, (2) with respect to each such stockholder, that
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stockholder's name and address (as they appear on the records of the
Corporation), business address and telephone number, residence address and
telephone number, and the number of shares of each class of stock of the
Corporation beneficially owned by that stockholder, (3) any interest of the
stockholder in the proposed business, (4) the name or names of each person
nominated by the stockholder to be elected or reelected as a director, if any,
and (5) with respect to each nominee, that nominee's name, business address and
telephone number, and residence address and telephone number, the number of
shares, if any, of each class of stock of the Corporation owned directly and
beneficially by that nominee, and all information relating to that nominee that
is required to be disclosed in solicitations of proxies for elections of
directors, or is otherwise required, pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended ("Exchange Act") (or any provisions
of law subsequently replacing Regulation 14A), together with a notarized letter
signed by the nominee stating his or her acceptance of the nomination by that
stockholder, stating his or her intention to serve as director if elected, and
consenting to being named as a nominee for director in any proxy statement
relating to such election.
(d) The chairman of the annual or special meeting shall determine whether
notice of matters proposed to be brought before a meeting has been duly given in
the manner provided by this Section 11. If the facts warrant, the chairman shall
declare to the meeting that business has not been properly brought before the
meeting in accordance with the provisions of this Section 11, and, it,
therefore, shall not be considered or transacted.
-8-
(e) The requirement of the Corporation to include in the Corporation's
proxy statement a stockholder proposal shall be governed by Rule 14a-8 under the
Exchange Act (or any provisions of law subsequently replacing Rule 14a-8) ("Rule
14a-8"). Accordingly, the deadline for including a stockholder proposal in the
Corporation's proxy statement shall be governed by Rule 14a-8.
(f) The adjournment of an annual or special meeting, or any announcement
thereof, shall not commence a new period for the giving of notice as provided in
this Section 11.
(g) For purposes of this Section 11, a meeting date shall be deemed to have
been "publicly announced or disclosed" if such date is disclosed in a press
release disseminated by the Corporation to a national news service or contained
in a document publicly filed by the Corporation with the Securities and Exchange
Commission.
ARTICLE III
-----------
BOARD OF DIRECTORS
------------------
Section 1. Powers. Except as otherwise provided by law, by the Charter or by
these By-Laws, the business and affairs of the Corporation shall be managed
under the direction of, and all the powers of the Corporation shall be exercised
by or under authority of, its Board of Directors.
Section 2. Number and Term. The Board of Directors shall consist of no fewer
than three, nor more than twenty Directors, as specified by resolution of the
majority of the entire Board of
Directors, provided that at least 40% of the entire Board of Directors shall be
persons who are not interested persons of the Corporation as defined in the
Investment Company Act of 1940, as amended. The total number of Directors of the
Corporation may be fixed only by a vote of the
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Board of Directors. The Directors shall be divided into three classes, as nearly
equal in number as possible, and shall be designated as Class I, Class II, and
Class III Directors, respectively. The Class I Directors to be originally
elected for a term expiring at the 1988 annual meeting. The Class II Directors
to be originally elected for a term expiring at the 1989 annual stockholders'
meeting. The Class III Directors to be originally elected for a term expiring at
the 1990 annual stockholders' meeting. After expiration of the terms of office
specified for the Directors, the Directors of each class shall serve for terms
of three (3) years, or, when filling a vacancy, for the unexpired portion of
such term and until their successors are elected and have qualified.
Section 3. Election. At the first annual meeting of stockholders and at each
annual meeting thereafter, Directors shall be elected by vote of the holders of
a majority of the shares present in person or by proxy and entitled to vote
thereon.
Section 4. Vacancies and Newly Created Directorships. Any vacancy, by reason of
death, resignation, removal or otherwise, in the office of any Director, or any
vacancy resulting from an increase in the size of the Board of Directors may be
filled solely by the affirmative vote of a majority of the remaining Directors
in office, even if the Directors do not constitute a quorum; provided, however,
that immediately after filling any such vacancy, at least two-thirds (2/3) of
the Directors then holding office shall have been elected to such office by the
stockholders of the Corporation. In the event that at any time, other than the
time preceding the first annual stockholders' meeting, less than majority of the
Directors of the Corporation holding office at that time were elected by the
stockholders, a meeting of the stockholders shall be held promptly and in any
event within 60 days for the purpose of electing Directors to fill any existing
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vacancies in the Board of Directors unless the Securities and Exchange
Commission shall by order extend such period.
Section 5. Removal. At any meeting of stockholders duly called and at which a
quorum is present, the stockholders may, by the affirmative vote of the holders
of at least two-thirds (2/3) of the votes entitled to be cast thereon, remove
any Director or Directors from office, provided that, if the Directors have been
divided into classes, a Director may not be removed without cause.
Section 6. Place of Meeting. The Directors may hold their meetings, have one or
more offices, and keep the books of the Corporation, outside the State of
Maryland, and within or without the United States of America, at any office or
offices of the Corporation or at any other place as they may from time to time
by resolution determine, or in the case of meetings, as they may from time to
time by resolution determine or as shall be specified or fixed in the respective
notices or waivers of notice thereof; provided, however, that Board meetings
shall not be held in Australia.
Section 7. Annual and Regular Meetings. The annual meeting of the Board of
Directors for choosing officers and transacting other proper business shall be
the next regularly scheduled Board Meeting following the annual stockholders'
meeting, at such time and place as the Board may determine. The Board of
Directors from time to time may provide by resolution for the holding of regular
meetings and fix their time and place as the Board of Directors may determine.
Notice of such annual and regular meetings need not be in writing, provided that
notice of any change in the time or place of such meetings shall be communicated
promptly to
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each Director not present at the meeting at which such change was made in the
manner provided in Section 8 of this Article III for notice of special meetings.
Members of the Board of Directors or any committee designated thereby may
participate in a meeting of such Board or committee by means of a conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other at the same time, and
participation by such means shall constitute presence in person at a meeting.
Section 8. Special Meetings. Special meetings of the Board of Directors may be
held at any time or place and for any purpose when called by the President, the
Secretary or two or more of the Directors. Notice of special meetings, stating
the time and place, shall be communicated to each Director personally by
telephone or transmitted to him by telegraph, telefax, telex, cable, wireless,
electronic mail or any other electronic method, at least one day before the
meeting.
Section 9. Waiver of Notice. No notice of any meeting of the Board of Directors
or a committee of the Board need be given to any Director who is present at the
meeting or who waives notice of such meeting in writing (which waiver shall be
filed with the records of such meeting), either before or after meeting.
Section 10. Quorum and Voting. At all meetings of the Board of Directors, the
presence of a majority of the number of Directors then in office shall
constitute a quorum for the transaction of business. In the absence of a quorum,
a majority of the Directors present may adjourn the meeting, from time to time,
until a quorum shall be present. The action of a majority of the Directors
present at a meeting at which a quorum is present shall be the action of the
Board of
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Directors, unless the concurrence of a greater proportion is required for such
action by law, by the Charter or by these By-Laws.
Section 11. Action Without a Meeting. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee thereof may
be taken without a meeting if a written consent to such action is signed by all
members of the Board or of any committee, as the case may be, and such written
consent is filed with the minutes of proceedings of the Board or committee.
Section 12. Compensation of Directors. Directors shall be entitled to receive
such compensation from the Corporation for their services as may from time to
time be determined by resolution of the Board of Directors.
ARTICLE IV
----------
COMMITTEES
----------
Section 1. Organization. By resolution adopted by the Board of Directors, the
Board may designate one or more committees, including an Executive Committee,
composed of two or more Directors. The Chairmen of such committees shall be
elected by the Board of Directors. The Board of Directors shall have the power
at any time to change the members of such committees and to fill vacancies in
the committees. The Board may delegate to these committees any of its powers,
except the power to authorize the issuance of stock (other than as provided in
the next sentence), declare a dividend or distribution on stock, recommend to
stockholders any action requiring stockholder approval, amend these By-Laws, or
approve any merger or share exchange which does not require stockholder
approval. If the Board of Directors has given general
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authorization for the issuance of stock, a committee of the Board, in accordance
with a general formula or method specified by the Board by resolution or by
adoption of a stock option or other plan, may fix the terms of stock subject to
classification or reclassificiation and the terms on which any stock may be
issued, including all terms and conditions required or permitted to be
established or authorized by the Board of Directors.
Section 2. Proceedings and Quorum. In the absence of an appropriate resolution
of the Board of Directors, each committee, consistent with law, may adopt such
rules and regulations governing its proceedings, quorum and manner of acting as
it shall deem proper and desirable. In the event any member of any committee is
absent from any meeting, the members thereof present at the meeting, whether or
not they constitute a quorum, may appoint a member of the Board of Directors to
act in the place of such absent member.
ARTICLE V
---------
OFFICERS
--------
Section 1. General. The officers of the Corporation shall be a President, a
Chairman (who shall be a Director), a Secretary and a Treasurer, and may include
one or more Vice Presidents, Assistant Secretaries or Assistant Treasurers, and
such other officers as may be appointed in accordance with the provisions of
Section 9 of this Article.
Section 2. Election, Tenure and Qualifications. The officers of the Corporation,
except those appointed as provided in Section 9 of this Article V, shall be
elected by the Board of Directors at its first meeting or such meetings as shall
be held prior to its first annual meeting, and thereafter annually at its annual
meeting. If any officers are not chosen at any annual
-14-
meeting, such officers may be chosen at any subsequent regular or special
meeting of the Board. Except as otherwise provided in this Article V, each
officer chosen by the Board of Directors shall hold office until the next annual
meeting of the Board of Directors and until his successor shall have been
elected and qualified. Any person may hold one or more offices of the
Corporation except the offices of President and Vice President.
Section 3. Removal and Resignation. Whenever in the judgment of the Board of
Directors the best interest of the Corporation will be served thereby, any
officer may be removed from office by the vote of a majority of the members of
the Board of Directors given at a regular meeting or any special meeting called
for such purpose. Any officer may resign his office at any time by delivering a
written resignation to the Board of Directors, the President, the Secretary, or
any Assistant Secretary. Unless otherwise specified therein, such resignation
shall take effect upon delivery.
Section 4. President. The President shall be the chief executive officer of the
Corporation and he shall preside at all stockholders' meetings. Subject to the
supervision of the Board of Directors, he shall have general charge of the
business, affairs and property of the Corporation and general supervision over
its officers, employees and agents. Except as the Board of Directors may
otherwise order, he may sign in the name and on behalf of the Corporation all
deeds, bonds, contracts, or agreements. He shall exercise such other powers and
perform such other duties as from time to time may be assigned to him by the
Board of Directors.
Section 5. Chairman. The Chairman shall be the Chairman of the Board of
Directors and shall preside at all Directors' meetings. Except as the Board of
Directors may otherwise order,
-15-
he may sign in the name and on behalf of the Corporation all deeds, bonds,
contracts, or agreements. He shall exercise such other powers and perform such
other duties as from time to time may be assigned to him by the Board of
Directors.
Section 6. Vice President. The Board of Directors may from time to time elect
one or more Vice Presidents who shall have such powers and perform such duties
as from time to time may be assigned to them by the Board of Directors or the
President. At the request or in the absence or disability of the President, the
Vice President (or, if there are two or more Vice Presidents, then the senior of
the Vice Presidents present and able to act) may perform all the duties of the
President and, when so acting, shall have all the powers of and be subject to
all the restrictions upon the President.
Section 7. Treasurer and Assistant Treasurers. The Treasurer shall be the
principal financial and accounting officer of the Corporation and shall have
general charge of the finances and books of account of the Corporation. Except
as otherwise provided by the Board of Directors, he shall have general
supervision of the funds and property of the Corporation and of the performance
by the Custodian of its duties with respect thereto. He shall render to the
Board of Directors, whenever directed by the Board, an account of the financial
condition of the Corporation and of all his transactions as Treasurer; and as
soon as possible after the close of each fiscal year he shall make and submit to
the Board of Directors a like report for such fiscal
year. He shall perform all acts incidental to the Office of Treasurer, subject
to the control of the Board of Directors.
-16-
Any Assistant Treasurer may perform such duties of the Treasurer as the
Treasurer or the Board of Directors may assign, and, in the absence of the
Treasurer, he may perform all the duties of the Treasurer.
Section 8. Secretary and Assistant Secretaries. The Secretary shall attend to
the giving and serving of all notices of the Corporation and shall record all
proceedings of the meetings of the stockholders and Directors in books to be
kept for that purpose. He shall keep in safe custody the seal of the
Corporation, and shall have charge of the records of the Corporation, including
the stock books and such other books and papers as the Board of Directors may
direct and such books, reports, certificates and other documents required by law
to be kept, all of which shall at all reasonable times be open to inspection by
any Director. He shall perform such other duties as appertain to his office or
as may be required by the Board of Directors.
Any Assistant Secretary may perform such duties of the Secretary as the
Secretary or the Board of Directors may assign, and, in the absence of the
Secretary, he may perform all the duties of the Secretary.
Section 9. Subordinate Officers. The Board of Directors from time to time may
appoint such other officers or agents as it may deem advisable, each of whom
shall have such title, hold office for such period, have such authority and
perform such duties as the Board of Directors may determine. The Board of
Directors from time to time may delegate to one or more officers or agents the
power to appoint any such subordinate officers or agents and to prescribe their
respective rights, terms of office, authorities and duties.
-17-
Section 10. Remuneration. The salaries or other compensation of the officers of
the Corporation shall be fixed from time to time by resolution of the Board of
Directors, except that the Board of Directors may by resolution delegate to any
person or group of persons the power to fix the salaries or other compensation
of any subordinate officers or agents appointed in accordance with the
provisions of Section 9 of this Article V.
Section 11. Surety Bonds. The Board of Directors may require any officer or
agent of the Corporation to execute a bond (including, without limitation, any
bond required by the Investment Company Act of 1940, as amended, and the rules
and regulations of the Securities and Exchange Commission) to the Corporation in
such sum and with such surety or sureties as the Board of Directors may
determine, conditioned upon the faithful performance of his duties to the
Corporation, including responsibility for negligence and for the accounting of
any of the Corporation's property, funds or securities that may come into his
hands.
ARTICLE VI
----------
CAPITAL STOCK
--------------
Section 1. Certificates of Stock. The interest of each stockholder of the
Corporation shall be evidenced by certificates for shares of stock in such form
as the Board of Directors may from time to time prescribe. No certificate shall
be valid unless it is signed by the President or a Vice President and
countersigned by the Secretary or an Assistant Secretary or the Treasurer or an
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Assistant Treasurer of the Corporation and sealed with its seal, or bears the
facsimile signatures of such officers and a facsimile of such seal.
Section 2. Transfer of Shares. Shares of the Corporation shall be transferable
on the books of the Corporation by the holder thereof in person or by his duly
authorized attorney or legal representative upon surrender and cancellation of a
certificate or certificates for the same number of shares of the same class,
duly endorsed or accompanied by proper instruments of assignment and transfer,
with such proof of the authenticity of the signature as the Corporation or its
agents may reasonably require. The shares of stock of the Corporation may be
freely transferred, and the Board of Directors may, from time to time, adopt
rules and regulations with reference to the method of transfer of the shares of
stock of the Corporation.
Section 3. Stock Ledgers. The stock ledgers of the Corporation, containing the
names and addresses of the stockholders and the number of shares held by them
respectively, shall be kept at the principal offices of the Corporation or, if
the Corporation employs a transfer agent, at the offices of the transfer agent
of the Corporation.
Section 4. Transfer Agents and Registrars. The Board of Directors may from time
to time appoint or remove transfer agents and/or registrars of transfers of
shares of stock of the Corporation, and it may appoint the same person as both
transfer agent and registrar. Upon any such appointment being made all
certificates representing shares of capital stock thereafter issued shall be
countersigned by one of such transfer agents or by one of such registrars of
transfers or by both and shall not be valid unless so countersigned. If the same
person shall be both transfer agent and registrar, only one countersignature by
such person shall be required.
Section 5. Fixing of Record Date. The Board of Directors may fix in advance a
date as a record date for the determination of the stockholders entitled to
notice of, or to vote at, any
-19-
stockholders' meeting or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or to receive payment of any
dividend or other distribution or to be allotted any other rights, or for the
purpose of any other lawful action, provided that (1) such record date shall not
exceed 90 days preceding the date on which the particular action requiring such
determination will be taken; (2) the transfer books shall remain open regardless
of the fixing of a record date; (3) in the case of a meeting of stockholders,
the record date shall be at least 10 days before the date of the meeting; and
(4) in the event a dividend or other distribution is declared, the record date
for stockholders entitled to a dividend or distribution shall be at least 10
days after the date on which the dividend is declared (declaration date).
Section 6. Lost, Stolen or Destroyed Certificates. Before issuing a new
certificate for stock of the Corporation alleged to have been lost, stolen or
destroyed, the Board of Directors or any officer authorized by the Board may, in
its discretion, require the owner of the lost, stolen or destroyed certificate
(or his legal representative) to give the Corporation a bond or other indemnity,
in such form and in such amount as the Board or any such officer may direct and
with such surety or sureties as may be satisfactory to the Board or any such
officer, sufficient to indemnify the Corporation against any claim that may be
made against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.
ARTICLE VII
-----------
FISCAL YEAR AND ACCOUNTANT
--------------------------
Section 1. Fiscal Year. The fiscal year of the Corporation shall, unless
otherwise ordered by the Board of Directors, be twelve calendar months ending on
the 31st day of October.
-20-
Section 2. Accountant. The Corporation shall employ an independent public
accountant or a firm of independent public accountants as its Accountants to
examine the accounts of the Corporation and to sign and certify financial
statements filed by the Corporation. The employment of the Accountant shall be
conditioned upon the right of the Corporation to terminate the employment
forthwith without any penalty by vote of a majority of the outstanding voting
securities at any stockholders' meeting called for that purpose.
ARTICLE VIII
------------
CUSTODY OF SECURITIES
----------------------
Section 1. Employment of a Custodian. The Corporation shall place and at all
times maintain in the custody of a Custodian (including any sub-custodian for
the Custodian) all funds, securities and similar investments owned by the
Corporation. The Custodian (and any sub-custodian) shall be a bank or trust
company of good standing having a capital, surplus and undivided profits
aggregating not less than fifty million dollars ($50,000,000) or such other
financial institution as shall be permitted by rule or order of the United
States Securities and Exchange Commission. The Custodian shall be appointed from
time to time by the Board of Directors, which shall fix its remuneration.
Section 2. Termination of Custodian Agreement. Upon termination of the agreement
for services with the Custodian or inability of the Custodian to continue to
serve, the Board of Directors shall promptly appoint a successor Custodian, but
in the event that no successor Custodian can be found who has the required
qualifications and is willing to serve, the Board of Directors shall call as
promptly as possible a special meeting of the stockholders to determine
-21-
whether the Corporation shall function without a Custodian or shall be
liquidated. If so directed by vote of the holders of a majority of the
outstanding shares of stock of the Corporation, the Custodian shall deliver and
pay over all property of the Corporation held by it as specified in such vote.
ARTICLE IX
----------
INDEMNIFICATION
----------------
Section 1. Indemnification of Officers, Directors, Employees and Agents. The
Corporation shall indemnify (a) its Directors and officers, whether serving the
Corporation or at its request any other entity, to the full extent required or
permitted by (i) the General Laws of the State of Maryland now or hereafter in
force, including the advance of expenses under the procedures and to the fullest
extent permitted by law, and (ii) the Investment Company Act of 1940, as
amended, and (b) other employees and agents to such extent as shall be
authorized by the Board of Directors and be permitted by law. The foregoing
rights of indemnification shall not be exclusive of any other rights to which
those seeking indemnification may be entitled. The Board of Directors may take
such action as is necessary to carry out these indemnification provisions and is
expressly empowered to adopt, approve and amend from time to time such
resolutions or contracts implementing such provisions or such further
indemnification arrangements as may be permitted by law.
-22-
ARTICLE X
---------
AMENDMENTS
----------
Section 1. General. Except as otherwise provided in the Charter or any Articles
Supplementary, and as provided in the next succeeding sentence, all By-Laws of
the Corporation, whether adopted by the Board of Directors or the stockholders,
shall be subject to amendment, alteration or repeal, and new By-Laws may be made
by the affirmative vote of a majority of either: (a) the holders of record of
the outstanding shares of stock of the Corporation entitled to vote, at any
annual or special meeting, the notice or waiver of notice of which shall have
specified or summarized the proposed amendment, alteration, repeal or new
By-Law; or (b) the Directors, at any regular or special meeting the notice or
waiver of notice of which shall have specified or summarized the proposed
amendment, alteration, repeal or new By-Law. The provisions of Article III,
Section 2 of the By-Laws shall be subject to amendment, alterations or repeal by
the affirmative vote of either: (i) the holders of record of 75% of each class
of the outstanding shares of stock of the Corporation entitled to vote, at any
annual or special meeting, the notice or waiver of notice of which shall have
specified or summarized the proposed amendment, alteration or repeal; or (ii)
75% of the Directors, at a regular or special meeting the notice or waiver of
notice of which shall have specified or summarized the proposed amendment,
alteration or repeal.
-23-
EXHIBIT (g)(4)
MANAGEMENT AGREEMENT
--------------------
AGREEMENT executed this 21st day of December 2000, First Australia Fund,
Inc. (the "Fund"), a Maryland corporation registered under the Investment
Company Act of 1940 (the "1940 Act"), and EquitiLink International Management
Limited, a Jersey Channel Islands corporation (the "Investment Manager").
WHEREAS, the Fund is a closed-end management investment company; and
WHEREAS, the Fund engages in the business of investing its assets in the
manner and in accordance with its stated investment objective and restrictions;
NOW THEREFORE, in consideration of the premises and mutual covenants herein
contained, the parties agree as follows:
1. Obligations.
1.1 The Investment Manager will manage, in accordance with the Fund's
stated investment objective, policies and limitations and subject to the
supervision of the Fund's Board of Directors, the Fund's investments and
will make investment decisions on behalf of the Fund including the
selection of and placing of orders with brokers and dealers to execute
portfolio transactions on behalf of the Fund. The Investment Manager shall
give the Fund the benefit of the Investment Manager's best judgment and
efforts in rendering services under this Agreement.
1.2 The Fund will pay the Investment Manager a fee at the annual rate
of 1.10% of the Fund's average weekly net assets up to $50 million, 0.90%
of such assets between $50 million and $100 million and 0.70% of such
assets in excess of $100 million, computed based upon net asset value at
the end of each week and payable at the end of each calendar month.
1.3 In rendering the services required under this Agreement, the
Investment Manager may, at its expense, employ, consult or associate with
itself such person or persons as it believes necessary to assist it in
carrying out its obligations under this Agreement. However, the Investment
Manager may not retain any person or company that would be an "investment
adviser," as that term is defined in the 1940 Act, to the Fund unless (i)
the Fund is a party to the contract with such person or company and (ii)
such contract is approved by a majority of the Fund's Board of Directors
and a majority of Directors who are not parties to any agreement or
contract with such company and who are not "interested persons," as defined
in the 1940 Act, of the Fund, the Investment Manager, or any such person or
company retained by the Investment Manager, and is approved by the vote of
a majority of the outstanding voting securities of the Fund to the extent
required by the 1940 Act.
2. Expenses. The Investment Manager shall bear all expenses of its
employees, except as provided in the following sentence, and overhead
incurred in connection with its duties under this Agreement and shall pay
all salaries and fees of the Fund's Directors and officers who are
interested persons (as defined in the 1940 Act) of the Investment Manager.
The Fund will bear all of its own expenses, including: expenses of
organizing the Fund; fees of the Fund's Directors who are not interested
persons (as defined in the 1940 Act) of any other party; out-of-pocket
expenses for all Directors and officers of the Fund, including expenses
incurred by the Manager's employees, who serve as Directors and officers of
the Fund, which may be reimbursed by the Fund under the Fund's policy
governing reimbursement of Fund-related expenses; and other expenses
incurred by the Fund in connection with meetings of Directors and
shareholders; interest expense; taxes and governmental fees including any
original issue taxes or transfer taxes applicable to the sale or delivery
of shares or certificates therefor; brokerage commissions and other
expenses incurred in acquiring or disposing of the Fund's portfolio
securities; expenses in connection with the issuance, offering,
distribution, sale or underwriting of securities issued by the Fund;
expenses of registering and qualifying the Fund's shares for sale with the
Securities and Exchange commission and in various states and foreign
jurisdictions; auditing, accounting, insurance and legal costs; custodian,
dividend disbursing and transfer agent expenses; and the expenses of
shareholders' meetings and of the preparation and distribution of proxies
and reports to shareholders.
3. Liability. The Investment Manager shall not be liable for any error
of judgment or for any loss suffered by the Fund in connection with the
matters to which this Agreement relates, except a loss resulting from a
breach of fiduciary duty with respect to receipt of compensation for
services (in which case any award of damages shall be limited to the period
and the amount set forth in Section 36(b)(3) of the 1940 Act) or a loss
resulting from willful misfeasance, bad faith or gross negligence on its
part in the performance of, or from reckless disregard by it of its
obligations and duties under, this Agreement.
4. Services Not Exclusive. It is understood that the services of the
Investment Manager are not deemed to be exclusive, and nothing in this
Agreement shall prevent the Investment Manager or any affiliate, from
providing similar services to other investment companies and other clients
(whether or not their investment objectives and policies are similar to
those of the Fund) or from engaging in other activities. When other clients
of the Investment Manager desire to purchase or sell a security at the same
time such security is purchased or sold for the Fund, such purchases and
sales will be allocated among the Investment Manager's clients, including
the Fund, in a manner that is fair and equitable in the judgment of the
Investment Manager in the exercise of its fiduciary obligations to the Fund
and to such other clients.
5. Duration and Termination. This Agreement shall become effective
upon shareholder approval thereof as required under the 1940 Act and shall
continue in effect for two (2) years from the date of its execution. If not
sooner terminated, this Agreement shall continue in effect with respect to
the Fund for successive periods of twelve months thereafter, provided that
each such continuance shall be specifically approved annually by the vote
of a majority of the Fund's Board of Directors who are not parties to this
Agreement or interested persons (as defined in the 1940 Act) of any such
party, cast in person at a meeting called for the purpose of voting on such
approval and either (a) the vote of a majority of the outstanding voting
securities of the Fund, or (b) the vote of a majority of the Fund's entire
Board of Directors. Notwithstanding the foregoing, this Agreement may be
terminated with respect to the Fund at any time, without the payment of any
penalty, by a vote of a majority of the Fund's Board of Directors or a
majority of the outstanding voting securities of the Fund upon at least
sixty (60) days' written notice to the Investment Manager or by the
Investment Manager upon at least ninety (90) days' written notice to the
Fund. This Agreement shall automatically terminate in the event of its
assignment (as defined in the 1940 Act).
6. Miscellaneous.
6.1 This Agreement shall be construed in accordance with the laws of
the State of New York, provided that nothing herein shall be construed as
being inconsistent with the 1940 Act and any rules, regulations and orders
thereunder.
6.2 The captions in this Agreement are included for convenience only
and in no way define or delimit any of the provisions hereof or otherwise
affect their construction or effect.
6.3 If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby and, to that extent, the provisions
of this Agreement shall be deemed to be severable.
6.4 Nothing herein shall be construed as constituting the Investment
Manager an agent of the Fund.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
THE FIRST AUSTRALIA FUND, INC.
By: /s/ Christopher Fishwick
--------------------------
Title: Director
EQUITILINK INTERNATIONAL MANAGEMENT LIMITED
By: /s/ David Manor
--------------------------
Title: Managing Director
EXHIBIT (g)(5)
THE FIRST AUSTRALIA FUND, INC.
INVESTMENT ADVISORY AGREEMENT
AGREEMENT executed this 21st day of December 2000, among The First
Australia Fund, Inc. ( the "Fund") a Maryland corporation registered under
the Investment Company Act of 1940 (the "1940 Act"), and EquitiLink
International Management Limited, a Jersey, Channel islands corporation
(the "Investment Manager"), and EquitiLink Australia Limited, a New South
Wales, Australia corporation (the "Investment Adviser").
WHEREAS, the Fund is a closed-end management investment company;
WHEREAS, the Fund engages in the business of investing and reinvesting
its assets in the manner and in accordance with its stated investment
objectives and restrictions;
WHEREAS, the Fund has entered into a management agreement with the
Investment Manager dated December 21, 2000 (the "Management Agreement"),
pursuant to which the Investment Manager will manage the Fund's investments
and will make investment decisions on behalf of the Fund for which the
Investment Manager will receive a monthly fee from the Fund as specified in
the Management Agreement;
WHEREAS, in connection with rendering the services required under the
Management Agreement, the Investment Manager is permitted to retain, at its
expense and in the manner set forth in the Management Agreement, investment
advisers to assist it in carrying out its obligations to the Fund under the
Management Agreement;
WHEREAS, the Investment Manager wishes to retain the Investment
Adviser to assist it in carrying out its obligations to the Fund under the
Management Agreement, and the Investment Adviser is willing to furnish such
assistance to the Investment Manager, in connection with the services
specified below with regard to the Fund; and
WHEREAS, the Fund hereby appoints the Investment Adviser to provide
the investment advisory services specified below with regard to the Fund
and the Investment Adviser hereby accepts such appointment;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties agree as follows:
1. Investment Adviser.
1.1 The Investment Adviser will make recommendations to the Investment
Manager as to specific portfolio securities, which are denominated in
Australian or New Zealand dollars, to be purchased, retained or sold by the
Fund and will provide or obtain such research and statistical data as may
be necessary in connection therewith. The Investment Adviser shall give the
Investment Manager (and the Fund) the benefit of the Investment Adviser's
best judgment and efforts in rendering services under this Agreement.
1.2 The Investment Manager will pay the Investment Adviser a fee
computed at the annual rate of 0.30% of the Fund's average weekly net
assets up to $50 million, 0.25% of such assets between $50 million and $100
million and 0.15% of such assets in excess of $100 million based upon net
asset value at the end of each week and payable at the end of each calendar
month.
2. Expenses. The Investment Adviser shall bear all expenses of its
respective employees, except certain expenses incurred by the Investment
Adviser's employees who serve as officers and directors of the Fund which
are reimbursed by the Fund under the Fund's policy governing reimbursement
of Fund-related expenses. The Investment Adviser shall bear all overhead
incurred in connection with its duties under this Agreement and shall pay
all salaries and fees of the Fund's directors and officers who are
interested persons (as defined in the 1940 Act) of the Investment Adviser
but who are not interested persons of the Investment Manager.
3. Liability. Neither the Investment Manager nor the Investment
Adviser shall be liable for any error of judgment or for any loss suffered
by the Fund in connection with the matters to which this Agreement relates,
except a loss resulting from a breach of fiduciary duty with respect to
receipt of compensation for services (in which case any award of damages
shall be limited to the period and the amount set forth in Section 36(b)(3)
of the 1940 Act) or a loss resulting from willful misfeasance, bad faith or
gross negligence on the part of the Investment Manager or the Investment
Adviser, as appropriate, in the performance of, or from reckless disregard
by such party of such party's obligations and duties under, this Agreement.
4. Services Not Exclusive. It is understood that the services of the
Investment Manager and the Investment Adviser are not deemed to be
exclusive, and nothing in this Agreement shall prevent the Investment
Manager or the Investment Adviser, or any affiliate of either of them, from
providing similar services to other investment companies and other clients
(whether or not their investment objectives and policies are similar to
those of the Fund) or from engaging in other activities. When other clients
of the Investment Manager or the Investment Adviser desire to purchase or
sell a security at the same time such security is purchased or sold for the
Fund, such purchases and sales will be allocated among the clients of each
in a manner that is fair and equitable in the judgment of the Investment
Manager and the Investment Adviser in the exercise of their fiduciary
obligations to the Fund and to such other clients.
5. Duration and Termination. This Agreement is effective upon
shareholder approval thereof as required under the 1940 Act and shall
continue in effect for two (2) years from the date of its execution. If not
sooner terminated, this Agreement shall continue in effect with respect to
the Fund for successive periods of twelve months thereafter, provided that
each such continuance shall be specifically approved annually by the vote
of a majority of the Fund's Board of Directors who are not parties to this
Agreement or interested persons (as defined in the 1940 Act) of any such
party, cast in person at a meeting called for the purpose of voting on such
approval and either (a) the vote of a majority of the outstanding voting
securities of the Fund, or (b) the vote of a majority of the Fund's entire
Board of Directors. Notwithstanding the foregoing, this Agreement may be
terminated with respect to the Fund at any time, without the payment of any
penalty, by a vote of a majority of the Fund's Board of Directors or a
majority of the outstanding voting securities of the Fund upon at least
sixty (60) days' written notice to the Investment Manager and the
Investment Adviser, or by either the Investment Manager or Investment
Adviser upon at least ninety (90) days' written notice to the Fund and the
other party but any such termination shall not affect continuance of this
Agreement as to the remaining parties. This Agreement shall automatically
terminate as to any party in the event of its assignment (as defined in the
1940 Act).
6. Miscellaneous.
6.1. This Agreement shall be construed in accordance with the laws of
the State of New York, provided that nothing herein shall be construed as
being inconsistent with the 1940 Act and any rules, regulations and orders
thereunder.
6.2. The captions in this Agreement are included for convenience only
and in no way define or delimit any of the provisions hereof or otherwise
affect their construction or effect.
6.3. If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby and, to that extent, the provisions
of this Agreement shall be deemed to be severable.
6.4. Nothing herein shall be construed as constituting any party an
agent of the Fund or of any other party.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
THE FIRST AUSTRALIA FUND, INC.
By: /s/ Christopher Fishwick
------------------------------
Title: Director
EQUITILINK INTERNATIONAL MANAGEMENT LIMITED
By: /s/ David Manor
---------------------------------
Title: Managing Director
EQUITILINK AUSTRALIA LIMITED
By: /s/ O. Sananikone
-----------------------------------
Title: Assistant Vice President
EXHIBIT (j)(4)
AMENDMENT TO CUSTODIAN CONTRACT
This Amendment to the Custodian Contract is made as of December 4, 1998 by
and between The First Australia Fund, Inc. (the "Fund") and State Street Bank
and Trust Company (the "Custodian"). Capitalized terms used in this Amendment
without definition shall have the respective meanings given to such terms in the
Custodian Contract referred to below.
WHEREAS, the Fund and the Custodian entered into a Custodian Contract dated
as of November 25, 1985 (as amended and in effect from time to time, the
"Contract"); and
WHEREAS, the Fund and the Custodian desire to amend certain provisions of
the Contract to reflect revisions to Rule 17f-5 ("Rule 17f-5") promulgated under
the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Fund and the Custodian desire to amend and restate certain
other provisions of the Contract relating to the custody of assets of the Fund
held outside of the United States.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements hereinafter contained, the parties hereby agree to amend the
Contract, pursuant to the terms thereof, as follows:
I. Article 3 of the Contract is hereby deleted, and Articles 4 through 16 of the
Contract are hereby renumbered, as of the effective date of this Amendment, as
Articles 5 through 17, respectively and cross-references throughout are hereby
amended to conform.
II. New Articles 3 and 4 of the Contract are hereby added, as of the effective
date of this Amendment, as set forth below.
3. The Custodian as Foreign Custody Manager.
3.1 Definitions.
------------
Capitalized terms in this Article 3 shall have the following meanings:
"Country Risk" means all factors reasonably related to the systemic risk of
holding Foreign Assets in a particular country including, but not limited to,
such country's political environment; economic and financial infrastructure
(including any Mandatory Securities Depositories operating in the country);
prevailing or developing custody and settlement practices; and laws and
regulations applicable to the safekeeping and recovery of Foreign Assets held in
custody in that country.
"Eligible Foreign Custodian" has the meaning set forth in section (a)(1) of Rule
17f-5, including, but not limited to, a majority-owned or indirect subsidiary of
a U.S. Bank (as defined in Rule 17f-5), a bank holding company meeting the
requirements of an Eligible Foreign Custodian (as set forth in Rule 17f-5 or by
other appropriate action of the U.S. Securities and Exchange Commission (the
"SEC")), or a foreign branch of a Bank (as defined in Section 2(a)(5) of the
1940 Act) meeting the requirements of a custodian under Section 17(f) of the
1940 Act, except that the term does not include Mandatory Securities
Depositories.
"Foreign Assets" means any of the Fund's investments (including foreign
currencies) for which the primary market is outside the United States and such
cash and cash equivalents as are reasonably necessary to effect the Fund's
transactions in such investments.
"Foreign Custody Manager" has the meaning set forth in section (a)(2) of Rule
17f-5.
"Mandatory Securities Depository" means a foreign securities depository or
clearing agency that, either as a legal or practical matter, must be used if the
Fund determines to place Foreign Assets in a country outside the United States
(i) because required by law or regulation; (ii) because securities cannot be
withdrawn from such foreign securities depository or clearing agency; or (iii)
because maintaining or effecting trades in securities outside the foreign
securities depository or clearing agency is not consistent with prevailing or
developing custodial or market practices.
3.2. Delegation to the Custodian as Foreign Custody Manager.
-------------------------------------------------------
The Fund, by resolution adopted by its Board of Directors (the "Board"), hereby
delegates to the Custodian, subject to Section (b) of Rule 17f-5, the
responsibilities set forth in this Article 3 with respect to Foreign Assets held
outside the United States, and the Custodian hereby accepts such delegation, as
Foreign Custody Manager of the Fund.
3.3. Countries Covered.
------------------
The Foreign Custody Manager shall be responsible for performing the delegated
responsibilities defined below only with respect to the countries and custody
arrangements for each such country listed on Schedule A to this Contract, which
list of countries may be amended from time to time by the Fund with the
agreement of the Foreign Custody Manager. The Foreign Custody Manager shall list
on Schedule A the Eligible Foreign Custodians selected by the Foreign Custody
Manager to maintain the Fund's assets, which list of Eligible Foreign Custodians
may be amended from time to time in the sole discretion of the Foreign Custody
Manager. Mandatory Securities Depositories are listed on Schedule B to this
Contract, which Schedule B may be amended from time to time by the Foreign
Custody Manager. The Foreign Custody Manager will provide amended versions of
Schedules A and B in accordance with Section 3.7 of this Article 3.
Upon the receipt by the Foreign Custody Manager of Proper Instructions to open
an account, or to place or maintain Foreign Assets, in a country listed on
Schedule A, and the fulfillment by the Fund of the applicable account opening
requirements for such country, the Foreign Custody Manager shall be deemed to
have been delegated by the Board responsibility as Foreign Custody Manager with
respect to that country and to have accepted such delegation. Execution of this
Amendment by the Fund shall be deemed to be a Proper Instruction to open an
account, or to place or maintain Foreign Assets, in each country listed on
Schedule A in which the Custodian has previously placed or currently maintains
Foreign Assets pursuant to the terms of the Contract. Following the receipt of
Proper Instructions directing the Foreign Custody Manager to close the account
of the Fund with the Eligible Foreign Custodian selected by the Foreign Custody
Manager in a designated country, the delegation by the Board to the Custodian as
Foreign Custody Manager for that country shall be deemed to have been withdrawn
and the Custodian shall immediately cease to be the Foreign Custody Manager of
the Fund with respect to that country.
The Foreign Custody Manager may withdraw its acceptance of delegated
responsibilities with respect to a designated country upon written notice to the
Fund. Thirty (30) days (or such longer period as to which the parties agree in
writing) after receipt of any such notice by the Fund, the Custodian shall have
no further responsibility as Foreign Custody Manager to the Fund with respect to
the country as to which the Custodian's acceptance of delegation is withdrawn.
3.4. Scope of Delegated Responsibilities.
------------------------------------
3.4.1. Selection of Eligible Foreign Custodians.
-----------------------------------------
Subject to the provisions of this Article 3, the Foreign Custody Manager may
place and maintain the Foreign Assets in the care of the Eligible Foreign
Custodian selected by the Foreign Custody Manager in each country listed on
Schedule A, as amended from time to time. In performing its delegated
responsibilities as Foreign Custody Manager to place or maintain Foreign Assets
with an Eligible Foreign Custodian, the Foreign Custody Manager shall determine
that the Foreign Assets will be subject to reasonable care, based on the
standards applicable to custodians in the country in which the Foreign Assets
will be held by that Eligible Foreign Custodian, after considering all factors
relevant to the safekeeping of such assets, including, without limitation the
factors specified in Rule 17f-5(c)(1).
3.4.2. Contracts With Eligible Foreign Custodians.
-------------------------------------------
The Foreign Custody Manager shall determine that the contract (or the rules or
established practices or procedures in the case of an Eligible Foreign Custodian
that is a foreign securities depository or clearing agency) governing the
foreign custody arrangements with each Eligible Foreign Custodian selected by
the Foreign Custody Manager will satisfy the requirements of Rule 17f-5(c)(2).
3.4.3. Monitoring.
-----------
In each case in which the Foreign Custody Manager maintains Foreign Assets with
an Eligible Foreign Custodian selected by the Foreign Custody Manager, the
Foreign Custody Manager shall establish a system to monitor (i) the
appropriateness of maintaining the Foreign Assets with such Eligible Foreign
Custodian and (ii) the contract governing the custody arrangements established
by the Foreign Custody Manager with the Eligible Foreign Custodian (or the rules
or established practices and procedures in the case of an Eligible Foreign
Custodian selected by the Foreign Custody Manager which is a foreign securities
depository or clearing agency that is not a Mandatory Securities Depository). In
the event the Foreign Custody Manager determines that the custody arrangements
with an Eligible Foreign Custodian it has selected are no longer appropriate,
the Foreign Custody Manager shall notify the Board in accordance with Section
3.7 hereunder.
3.5. Guidelines for the Exercise of Delegated Authority.
---------------------------------------------------
For purposes of this Article 3, the Board shall be deemed to have considered and
determined to accept such Country Risk as is incurred by placing and maintaining
the Foreign Assets in each country for which the Custodian is serving as Foreign
Custody Manager of the Fund, and the Board shall be deemed to be monitoring on a
continuing basis such Country Risk to the extent that the Board considers
necessary or appropriate. The Fund and the Custodian each expressly acknowledge
that the Foreign Custody Manager shall not be delegated any responsibilities
under this Article 3 with respect to Mandatory Securities Depositories.
3.6. Standard of Care as Foreign Custody Manager of the Fund.
--------------------------------------------------------
In performing the responsibilities delegated to it, the Foreign Custody Manager
agrees to exercise reasonable care, prudence and diligence such as a person
having responsibility for the safekeeping of assets of management investment
companies registered under the 1940 Act would exercise.
3.7. Reporting Requirements.
-----------------------
The Foreign Custody Manager shall report the withdrawal of the Foreign Assets
from an Eligible Foreign Custodian and the placement of such Foreign Assets with
another Eligible Foreign Custodian by providing to the Board amended Schedules A
or B at the end of the calendar quarter in which an amendment to either Schedule
has occurred. The Foreign Custody Manager shall make written reports notifying
the Board of any other material change in the foreign custody arrangements of
the Fund described in this Article 3 after the occurrence of the material
change.
3.8. Representations with Respect to Rule 17f-5.
-------------------------------------------
The Foreign Custody Manager represents to the Fund that it is a U.S. Bank as
defined in section (a)(7) of Rule 17f-5.
The Fund represents to the Custodian that the Board has determined that it is
reasonable for the Board to rely on the Custodian to perform the
responsibilities delegated pursuant to this Contract to the Custodian as the
Foreign Custody Manager of the Fund.
3.9. Effective Date and Termination of the Custodian as Foreign Custody
Manager.
-----------------------------------------------------------------------
The Board's delegation to the Custodian as Foreign Custody Manager of the Fund
shall be effective as of the date hereof and shall remain in effect until
terminated at any time, without penalty, by written notice from the terminating
party to the non-terminating party. Termination will become effective thirty
(30) days after receipt by the non-terminating party of such notice. The
provisions of Section 3.3 hereof shall govern the delegation to and termination
of the Custodian as Foreign Custody Manager of the Fund with respect to
designated countries.
4. Duties of the Custodian with Respect to Property of the Fund Held Outside the
United States.
-----------------------------------------------------------------------------
4.1. Definitions.
------------
Capitalized terms in this Article 4 shall have the following meanings:
"Foreign Securities System" means either a clearing agency or a securities
depository listed on Schedule A hereto or a Mandatory Securities Depository
listed on Schedule B hereto.
"Foreign Sub-Custodian" means a foreign banking institution serving as an
Eligible Foreign Custodian.
4.2. Holding Securities.
-------------------
The Custodian shall identify on its books as belonging to the Fund the foreign
securities held by each Foreign Sub-Custodian or Foreign Securities System. The
Custodian may hold foreign securities for all of its customers, including the
Fund, with any Foreign Sub-Custodian in an account that is identified as
belonging to the Custodian for the benefit of its customers, provided however,
that (i) the records of the Custodian with respect to foreign securities of the
Fund which are maintained in such account shall identify those securities as
belonging to the Fund and (ii), to the extent permitted and customary in the
market in which the account is maintained, the Custodian shall require that
securities so held by the Foreign Sub-Custodian be held separately from any
assets of such Foreign Sub-Custodian or of other customers of such Foreign
Sub-Custodian.
4.3. Foreign Securities Systems.
---------------------------
Foreign securities shall be maintained in a Foreign Securities System in a
designated country only through arrangements implemented by the Foreign
Sub-Custodian in such country pursuant to the terms of this Contract.
4.4. Transactions in Foreign Custody Account.
----------------------------------------
4.4.1 Delivery of Foreign Assets.
---------------------------
The Custodian or a Foreign Sub-Custodian shall release and deliver foreign
securities of the Fund held by such Foreign Sub-Custodian, or in a Foreign
Securities System account, only upon receipt of Proper Instructions, which may
be continuing instructions when deemed appropriate by the parties, and only in
the following cases:
(i) upon the sale of such foreign securities for the Fund in
accordance with commercially reasonable market practice in
the country where such Assets are held or traded, including,
without limitation: (A) delivery against expectation of
receiving later payment; or (B) in the case of a sale
effected through a Foreign Securities System, in accordance
with the rules governing the operation of the Foreign
Securities System;
(ii) in connection with any repurchase agreement related to
foreign securities;
(iii)to the depository agent in connection with tender or other
similar offers for foreign securities of the Fund;
(iv) to the issuer thereof or its agent when such foreign
securities are called, redeemed, retired or otherwise become
payable;
(v) to the issuer thereof, or its agent, for transfer into the
name of the Custodian (or the name of the respective Foreign
Sub-Custodian or of any nominee of the Custodian or such
Foreign Sub-Custodian) or for exchange for a different
number of bonds, certificates or other evidence representing
the same aggregate face amount or number of units;
(vi) to brokers, clearing banks or other clearing agents for
examination or trade execution in accordance with market
custom; provided that in any such case the Foreign
Sub-Custodian shall have no responsibility or liability for
any loss arising from the delivery of such securities prior
to receiving payment for such securities except as may arise
from the Foreign Sub-Custodian's own negligence or willful
misconduct;
(vii)for exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or
readjustment of the securities of the issuer of such
securities, or pursuant to provisions for conversion
contained in such securities, or pursuant to any deposit
agreement;
(viii) in the case of warrants, rights or similar foreign
securities, the surrender thereof in the exercise of such
warrants, rights or similar securities or the surrender of
interim receipts or temporary securities for definitive
securities;
(ix) for delivery as security in connection with any borrowing by
the Fund requiring a pledge of assets by the Fund;
(x) in connection with trading in options and futures contracts,
including delivery as original margin and variation margin;
(xi) in connection with the lending of foreign securities; and
(xii)for any other proper purpose, but only upon receipt of, in
addition to Proper Instructions, a copy of a resolution of
the Board or of an Executive Committee of the Board so
authorized by the Board, signed by an officer of the Fund
and certified by its Secretary or an Assistant Secretary
that the resolution was duly adopted and is in full force
and effect (a "Certified Resolution"), specifying the
Foreign Assets to be delivered, setting forth the purpose
for which such delivery is to be made, declaring such
purpose to be a proper corporate purpose, and naming the
person or persons to whom delivery of such Assets shall be
made.
4.4.2. Payment of Fund Monies.
-----------------------
Upon receipt of Proper Instructions, which may be continuing instructions when
deemed appropriate by the parties, the Custodian shall pay out, or direct the
respective Foreign Sub-Custodian or the respective Foreign Securities System to
pay out, monies of the Fund in the following cases only:
(i) upon the purchase of foreign securities for the Fund, unless
otherwise directed by Proper Instructions, by (A) delivering
money to the seller thereof or to a dealer therefor (or an
agent for such seller or dealer) against expectation of
receiving later delivery of such foreign securities; or (B)
in the case of a purchase effected through a Foreign
Securities System, in accordance with the rules governing
the operation of such Foreign Securities System;
(ii) in connection with the conversion, exchange or surrender of
foreign securities of the Fund;
(iii)for the payment of any expense or liability of the Fund
including but not limited to the following payments:
interest, taxes, investment advisory fees, transfer agency
fees, fees under this Contract, legal fees, accounting fees,
and other operating expenses;
(iv) for the purchase or sale of foreign exchange or foreign
exchange contracts for the Fund, including transactions
executed with or through the Custodian or its Foreign
Sub-Custodians;
(v) in connection with trading in options and futures contracts,
including delivery as original margin and variation margin;
(vi) for payment of part or all of the dividends received in
respect of securities sold short;
(vii)in connection with the borrowing or lending of foreign
securities; and
(viii) for any other proper purpose, but only upon receipt of, in
addition to Proper Instructions, a Certified Resolution
specifying the amount of such payment, setting forth the
purpose for which such payment is to be made, declaring such
purpose to be a proper corporate purpose, and naming the
person or persons to whom such payment is to be made.
4.4.3. Market Conditions; Market Information.
--------------------------------------
Notwithstanding any provision of this Contract to the contrary, settlement and
payment for Foreign Assets received for the account of the Fund and delivery of
Foreign Assets maintained for the account of the Fund may be effected in
accordance with the customary established securities trading or processing
practices and procedures in the country or market in which the transaction
occurs, including, without limitation, delivering Foreign Assets to the
purchaser thereof or to a dealer therefor (or an agent for such purchaser or
dealer) with the expectation of receiving later payment for such Foreign Assets
from such purchaser or dealer.
The Custodian shall provide to the Board the information with respect to custody
and settlement practices in countries in which the Custodian employs a Foreign
Sub-Custodian, including without limitation information relating to Foreign
Securities Systems, described on Schedule C hereto at the time or times set
forth on such Schedule. The Custodian may revise Schedule C from time to time,
provided that no such revision shall result in the Board being provided with
substantively less information than had been previously provided hereunder.
4.5. Registration of Foreign Securities.
-----------------------------------
The foreign securities maintained in the custody of a Foreign Sub-Custodian
(other than bearer securities) shall be registered in the name of the Fund or in
the name of the Custodian or in the name of any Foreign Sub-Custodian or in the
name of any nominee of the foregoing, and the Fund agrees to hold any such
nominee harmless from any liability as a holder of record of such foreign
securities. The Custodian or a Foreign Sub-Custodian shall not be obligated to
accept securities on behalf of the Fund under the terms of this Contract unless
the form of such securities and the manner in which they are delivered are in
accordance with reasonable market practice.
4.6. Bank Accounts.
--------------
The Custodian shall identify on its books as belonging to the Fund cash
(including cash denominated in foreign currencies) deposited with the Custodian.
Where the Custodian is unable to maintain, or market practice does not
facilitate the maintenance of, cash on the books of the Custodian, a bank
account or bank accounts opened and maintained outside the United States on
behalf of the Fund with a Foreign Sub-Custodian shall be subject only to draft
or order by the Custodian or such Foreign Sub-Custodian, acting pursuant to the
terms of this Contract to hold cash received by or from or for the account of
the Fund.
4.7. Collection of Income.
---------------------
The Custodian shall use reasonable commercial efforts to collect all income and
other payments with respect to the Foreign Assets held hereunder to which the
Fund shall be entitled and shall credit such income, as collected, to the Fund.
In the event that extraordinary measures are required to collect such income,
the Fund and the Custodian shall consult as to such measures and as to the
compensation and expenses of the Custodian relating to such measures.
4.8. Shareholder Rights.
-------------------
With respect to the foreign securities held under this Article 4, the Custodian
will use reasonable commercial efforts to facilitate the exercise of voting and
other shareholder rights, subject always to the laws, regulations and practical
constraints that may exist in the country where such securities are issued. The
Fund acknowledges that local conditions, including lack of regulation, onerous
procedural obligations, lack of notice and other factors may have the effect of
severely limiting the ability of the Fund to exercise shareholder rights.
4.9. Communications Relating to Foreign Securities.
----------------------------------------------
The Custodian shall transmit promptly to the Fund written information
(including, without limitation, pendency of calls and maturities of foreign
securities and expirations of rights in connection therewith) received by the
Custodian via the Foreign Sub-Custodians from issuers of the foreign securities
being held for the account of the Fund. With respect to tender or exchange
offers, the Custodian shall transmit promptly to the Fund written information so
received by the Custodian from issuers of the foreign securities whose tender or
exchange is sought or from the party (or its agents) making the tender or
exchange offer. The Custodian shall not be liable for any untimely exercise of
any tender, exchange or other right or power in connection with foreign
securities or other property of the Fund at any time held by it unless (i) the
Custodian or the respective Foreign Sub-Custodian is in actual possession of
such foreign securities or property and (ii) the Custodian receives Proper
Instructions with regard to the exercise of any such right or power, and both
(i) and (ii) occur at least three business days prior to the date on which the
Custodian is to take action to exercise such right or power.
4.10. Liability of Foreign Sub-Custodians and Foreign Securities Systems.
-------------------------------------------------------------------
Each agreement pursuant to which the Custodian employs a Foreign Sub-Custodian
shall, to the extent possible, require the Foreign Sub-Custodian to exercise
reasonable care in the performance of its duties and, to the extent possible, to
indemnify, and hold harmless, the Custodian from and against any loss, damage,
cost, expense, liability or claim arising out of or in connection with such
Foreign Sub-Custodian's performance of such obligations. At the election of the
Fund, the Fund shall be entitled to be subrogated to the rights of the Custodian
with respect to any claims against a Foreign Sub-Custodian as a consequence of
any such loss, damage, cost, expense, liability or claim if and to the extent
that the Fund has not been made whole for any such loss, damage, cost, expense,
liability or claim.
4.11. Tax Law.
--------
The Custodian shall have no responsibility or liability for any obligations now
or hereafter imposed on the Fund or the Custodian as custodian of the Fund by
the tax law of the United States or of any state or political subdivision
thereof. It shall be the responsibility of the Fund to notify the Custodian of
the obligations imposed on the Fund with respect to the Fund or the Custodian as
custodian of the Fund by the tax law of countries other than those mentioned in
the above sentence, including responsibility for withholding and other taxes,
assessments or other governmental charges, certifications and governmental
reporting. The sole responsibility of the Custodian with regard to such tax law
shall be to use reasonable efforts to assist the Fund with respect to any claim
for exemption or refund under the tax law of countries for which the Fund has
provided such information.
4.12. Liability of Custodian.
-----------------------
Except as may arise from the Custodian's own negligence or willful misconduct or
the negligence or willful misconduct of a Sub-Custodian, the Custodian shall be
without liability to the Fund for any loss, liability, claim or expense
resulting from or caused by anything which is (A) part of Country Risk or (B)
part of the "prevailing country risk" of the Fund, as such term is used in SEC
Release Nos. IC-22658; IS-1080 (May 12, 1997) or as such term or other similar
terms are now or in the future interpreted by the SEC or by the staff of the
Division of Investment Management of the SEC.
The Custodian shall be liable for the acts or omissions of a Foreign
Sub-Custodian to the same extent as set forth with respect to sub-custodians
generally in the Contract and, regardless of whether assets are maintained in
the custody of a Foreign Sub-Custodian or a Foreign Securities Depository, the
Custodian shall not be liable for any loss, damage, cost, expense, liability or
claim resulting from nationalization, expropriation, currency restrictions, or
acts of war or terrorism, or any other loss where the Sub-Custodian has
otherwise acted with reasonable care.
III. Except as specifically superseded or modified herein, the terms
and provisions of the Contract shall continue to apply with full
force and effect. In the event of any conflict between the terms
of the Contract prior to this Amendment and this Amendment, the
terms of this Amendment shall prevail. If the Custodian is
delegated the responsibilities of Foreign Custody Manager
pursuant to the terms of Article 3 hereof, in the event of any
conflict between the provisions of Articles 3 and 4 hereof, the
provisions of Article 3 shall prevail.
IN WITNESS WHEREOF, each of the parties has caused this Amendment to be
executed in its name and behalf by its duly authorized representative as of the
date first above written.
WITNESSED BY: STATE STREET BANK AND TRUST
COMPANY
/s/ Marc L. Parsons By: /s/ Ronald E. Logue
----------------------------- -----------------------------------
Marc L. Parsons Name: Ronald E. Logue
Associate Counsel Title: Executive Vice President
WITNESSED BY: THE FIRST AUSTRALIA FUND, INC.
/s/ Dominique Audemars By: /s/ David Manor
----------------------------- -------------------------------------
Name: Dominique Audemars Name: David Manor
Title: Secretary Title: Treasurer
SCHEDULE A
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS AND NON-MANDATORY DEPOSITORIES
Country Subcustodian Non-Mandatory Depositories
Argentina Citibank, N.A. --
Australia Westpac Banking Corporation --
Austria Erste Bank der Oesterreichischen --
Sparkassen AG
Bahrain British Bank of the Middle East (as --
delegate of The Hong Kong and Shanghai
Banking Corporation Limited)
Bangladesh Standard Chartered bank --
Belgium Generale de Banque --
Bermuda The Bank of Bermuda Limited --
Bolivia Banco Boliviano Americano S.A. --
Botswana Barclays Bank of Botswana Limited --
Brazil Citibank, N.A. --
Bulgaria ING Bank N.V. --
Canada Canada Trustco Mortgage Company --
Chile Citibank, N.A. Deposito Central de Valores S.A.
People's Republic of China The Hong Kong and Shanghai Banking --
Corporation Limited, Shanghai and
Shenzhen branches
Colombia Cititrust Colombia S.A. --
Sociedad Fiduciaria
Costa Rica Banco BCT S.A. --
Croatia Privredna Banka Zagreb d.d --
Cyprus Barclays Bank --
Plc.Cyprus
Offshore Banking Unit
Czech Republic Ceskoslovenska Obchodni --
Banka, A.S.
Denmark Den Danske Bank --
Ecuador Citibank, N.A. --
Egypt National Bank of Egypt --
Estonia Hansabank --
Finland Merita Bank Limited --
France Banque Paribas --
Germany Dresdner Bank AG --
Ghana Barclays Bank of Ghana Limited --
Greece National Bank of Greece S.A. The Bank of Greece, System for
Monitoring Transactions in Securities
in Book-Entry Form
Hong Kong Standard Chartered Bank --
Hungary Citibank Budapest Rt. --
Iceland Icebank Ltd.
India Deutsche Bank AG --
The Hong Kong and Shanghai Banking
Corporation Limited
Indonesia Standard Chartered Bank --
Ireland Bank of Ireland --
Israel Bank Hapoalim B.M. --
Italy Banque Paribas --
Ivory Coast Societe Generale de Banques en Cote --
d'Ivoire
Jamaica Scotiabank Jamaica Trust and Merchant --
Bank Ltd.
Japan The Daiwa Bank, Limited Japan Securities Depository Center
The Fuji Bank, Limited
Jordan British Bank of the Middle East (as --
delegate of the Hong Kong and Shanghai
Banking Corporation Limited)
Kenya Barclays Bank of Kenya Limited --
Republic of Korea The Hong Kong and Shanghai Banking
Corporation Limited
Latvia JSC Hansabank-Latvija --
Lebanon British Bank of the Middle East (as
delegate of The Hong Kong and Shanghai
Banking Corporation Limited)
Lithuania Vilniaus Bankas AB --
Malaysia Standard Chartered Bank --
Malaysia Berhad
Mauritius The Hong Kong and Shanghai Banking --
Corporation Limited
Mexico Citibank Mexico, S.A. --
Morocco Banque Commerciale du Maroc --
Namibia (via) Standard Bank of South Africa --
The Netherlands MeesPierson N.V. --
New Zealand ANZ Banking Group (New Zealand) Limited --
Norway Christiania Bank og Kreditkasse --
Oman British Bank of the Middle East (as --
delegate of The Hong Kong and Shanghai
Banking Corporation Limited)
Pakistan Deutsche Bank AG --
Peru Citibank, N.A. --
Philippines Standard Chartered Bank --
Poland Citibank (Poland) S.A. Bank Polska Kasa --
Opieki S.A.
Portugal Banco Commercial Portugues --
Romania ING Bank N.V. --
Russia Credit Suisse First Boston AO, Moscow (as --
delegate of Credit Suisse First Boston,
Zurich)
Singapore The Development Bank of Singapore Limited --
Slovak Republic Ceskoslovenska Obchodna Banka, A.S. --
Slovenia Bank Austria d.d. Ljubljana --
South Africa Standard Bank of South Africa Limited --
Spain Banco Santander, S.A. --
Sri Lanka The Hong Kong and Shanghai Banking --
Corporation Limited
Swaziland Standard Bank Swaziland Limited --
Sweden Skandinaviska Enskilda Banken --
Switzerland UBS AG --
Taiwan - R.O.C. Central Trust of China --
Thailand Standard Chartered Bank --
Trinidad & Tobago Republic Bank Limited --
Tunisia Banque Internationale Arabe de Tunisie --
Turkey Citibank, N.A. --
Ottoman Bank
Ukraine ING Bank, Ukraine --
United Kingdom State Street Bank and Trust Company, --
London Branch
Venezuela Citibank, N.A. --
Uruguay Citibank, N.A. --
Zambia Barclays Bank of Zambia Limited --
Zimbabwe Barclays Bank of Zimbabwe Limited --
Euroclear (The Euroclear System)/State Street London Limited
Cedel, S.A. (Cedel Bank, societe anonyme)/State Street London Limited
INTERSETTLE (for EASDAQ Securities)
STATE STREET SCHEDULE B
GLOBAL CUSTODY NETWORK
MANDATORY* DEPOSITORIES
Country Mandatory Depositories
Argentina Caja de Valores S.A.
Australia Austraclear Limited
Reserve Bank Information and Transfer System
Austria Oesterreichische Kontrollbank AG (Wertpapiersammelbank
Division)
Belgium Caisse Interprofessionnelle de Depot et
de Virement de Titres S.A.
Banque Nationale de Belgique
Brazil Companhia Brasileria de Liquidacao e Custodia (CBLC)
Bolsa de Valores de Rio de Janiero
All SSB clients presently use CBLC
Central de Custodia e da Liquidacao Financeira
de Titulos
Bulgaria Central Depository AD
Bulgarian National Bank
Canada The Canadian Depository for Securities Limited
People's Republic of China Shanghai Securities Central Clearing and Registration
Corporation
Shenzhen Securities Central Clearing Co., Ltd.
Costa Rica Central de Valores S.A. (CEVAL)
Croatia Ministry of Finance
National Bank of Croatia
Czech Republic Stredisko cennych papiru
Czech National Bank
Denmark Vaerdipapircentralen (the Danish Securities Center)
Egypt Misr Company for Clearing, Settlement, and Central
Depository
Estonia Eesti Vaartpaberite Keskdepositoorium
Finland The Finnish Central Securities Depository
France Societe Interprofessionnelle
pour la Compensation des
Valeurs Mobilieres (SICOVAM)
Germany Deutsche Borse Clearing AG
Greece The Central Securities Depository (Apothetirion Titlon
AE)
Hong Kong The Central Clearing and Settlement System
Central Money Markets Unit
Hungary The Central Depository and Clearing House (Budapest)
Ltd. (KELER) [Mandatory for Gov't Bonds only; SSB does
not use for other securities]
India The National Securities Depository Limited
Indonesia Bank Indonesia
Ireland Central Bank of Ireland Securities Settlement Office
Israel The Tel Aviv Stock Exchange Clearing House Ltd.
Bank of Israel
Italy Monte Titoli S.p.A.
Banca d'Italia
Ivory Coast Depositaire Central--Banque de Reglement
Jamaica The Jamaican Central Securities Depository
Japan Bank of Japan Net System
Kenya Central Bank of Kenya
Republic of Korea Korea Securities Depository Corporation
Latvia The Latvian Central Depository
Lebanon The Custodian and Clearing Center of Financial
Instruments for Lebanon and the Middle East (MIDCLEAR)
S.A.L.
The Central Bank of Lebanon
Lithuania The Central Securities Depository of Lithuania
Malaysia The Malaysian Central Depository Sdn. Bhd.
Bank Negara Malaysia, Scripless Securities Trading and
Safekeeping System
Mauritius The Central Depository & Settlement Co. Ltd.
Mexico S.D. INDEVAL, S.A. de C.V. (Instituto para el Deposito
de Valores)
Morocco Maroclear
The Netherlands Nederlands Centraal Instituut voor Giraal
Effectevnverkeer B.V. (NECIGEF)
De Nederlandsche Bank N.V.
New Zealand New Zealand Central Securities Depository Limited
Norway Verdipapirsentralen (the Norwegian Registry of
Securities)
Oman Muscat Securities Market
Pakistan Central Depository Company of Pakistan Limited
Peru Caja de Valores y Liquidaciones S.A. (CAVALI)
Philippines The Philippines Central Depository, Inc.
The Registry of Scripless Securities
(ROSS) of the Bureau of the Treasury
Poland The National Depository of Securities (Krajowy Depozyt
Papierow Wartosciowych)
Central Treasury Bills Registrar
Portugal Central de Valores Mobiliarios (Central)
Romania National Securities Clearing, Settlement and
Depository Co.
Bucharest Stock Exchange Registry Division
Singapore The Central Depository (Pte) Limited
Monetary Authority of Singapore
Slovak Republic Stredisko Cennych Papierov
National Bank of Slovakia
Slovenia Klirinsko Depotna Druzba d.d.
South Africa The Central Depository Limited
Spain Servicio de Compensacion y
Liquidacion de Valores, S.A.
Banco de Espana, Central de Anotaciones en Cuenta
Sri Lanka Central Depository System (Pvt) Limited
Sweden Vardepapperscentralen AP
(The Swedish Central Securities Depository)
Switzerland Schweizerische Effekten - Giro AG
Taiwan - R.O.C. The Taiwan Securities Central Depository Co., Ltd.
Thailand Thailand Securities Depository Company Limited
Tunisia Societe Tunisienne Interprofessionelle de Compensation
et de Depot de
Valeurs Mobilieres
Central Bank of Tunisia
Tunisian Treasury
Turkey Takas ve Saklama Bankasi A.S. (TAKASBANK)
Central Bank of Turkey
Ukraine The National Bank of Ukraine
United Kingdom The Bank of England, The Central Gilts Office and
The Central Moneymarkets Office
Uruguay Central Bank of Uruguay
Venezuela Central Bank of Venezuela
Zambia Lusaka Central Depository Limited
Bank of Zambia
* Mandatory depositories include entities for which use is mandatory as a
matter of law or effectively mandatory as a matter of market practice
SCHEDULE C
MARKET INFORMATION
Publication/Type of Information (Frequency) Brief Description
The Guide to Custody in World Markets An overview of safekeeping and settlement practices and procedures
(annually) in each market in which State Street Bank and Trust Company offers
custodial services.
Global Custody Network Review Information relating to the operating history and structure of
(annually) depositories and subcustodians located in the markets in which
State Street Bank and Trust Company offers custodial services,
including transnational depositories.
Global Legal Survey With respect to each market in which State Street Bank and Trust
(annually) Company offers custodial services, opinions relating to whether
local law restricts (i) access of a fund's independent public
accountants to books and records of a Foreign Sub-Custodian or
Foreign Securities System, (ii) the Fund's ability to recover in
the event of bankruptcy or insolvency of a Foreign Sub-Custodian
or Foreign Securities System, (iii) the Fund's ability to recover
in the event of a loss by a Foreign Sub-Custodian or Foreign
Securities System, and (iv) the ability of a foreign investor to
convert cash and cash equivalents to U.S. dollars.
Subcustodian Agreements Copies of the subcustodian contracts State Street Bank and Trust
(annually) Company has entered into with each subcustodian in the markets in
which State Street Bank and Trust Company offers subcustody
services to its US mutual fund clients.
Network Bulletins (weekly): Developments of interest to investors in the markets in which
State Street Bank and Trust Company offers custodial services.
Foreign Custody Advisories (as necessary): With respect to markets in which State Street Bank and Trust
Company offers custodial services which exhibit special custody
risks, developments which may impact State Street's ability to
deliver expected levels of service.
EXHIBIT (s)(4)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and
appoints Allan S. Mostoff, Sander M. Bieber, Olivia P. Adler, Jennifer O.
Epstein and Wendy Fox, and each of them, as his or her true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution
for such attorney-in-fact in such attorney-in-fact's name, place and stead, to
sign any and all registration statements applicable to Aberdeen Australia Equity
Fund, Inc. (the "Fund"), and any amendments or supplements thereto, and to file
the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as he or she might or could do in person in his or her capacity as a Director or
Officer of the Fund, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed this Power of
Attorney on the date indicated below.
/s/ O. Sananikone June, 2001
--------------------- ------------------
Signature Date
Ouma Sananikone
---------------------
Printed Name
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and
appoints Allan S. Mostoff, Sander M. Bieber, Olivia P. Adler, Jennifer O.
Epstein and Wendy Fox, and each of them, as his or her true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution
for such attorney-in-fact in such attorney-in-fact's name, place and stead, to
sign any and all registration statements applicable to Aberdeen Australia Equity
Fund, Inc. (the "Fund"), and any amendments or supplements thereto, and to file
the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as he or she might or could do in person in his or her capacity as a Director or
Officer of the Fund, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed this Power of
Attorney on the date indicated below.
/s/ Hugh Young 6/12/01
----------------------- ----------------------------
Signature Date
Hugh Young
-----------------------
Printed Name
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and
appoints Allan S. Mostoff, Sander M. Bieber, Olivia P. Adler, Jennifer O.
Epstein and Wendy Fox, and each of them, as his or her true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution
for such attorney-in-fact in such attorney-in-fact's name, place and stead, to
sign any and all registration statements applicable to Aberdeen Australia Equity
Fund, Inc. (the "Fund"), and any amendments or supplements thereto, and to file
the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as he or she might or could do in person in his or her capacity as a Director or
Officer of the Fund, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed this Power of
Attorney on the date indicated below.
/s/ David Manor 6/12/01
------------------- ----------------------
Signature Date
David Manor
-------------------
Printed Name
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and
appoints Allan S. Mostoff, Sander M. Bieber, Olivia P. Adler, Jennifer O.
Epstein and Wendy Fox, and each of them, as his or her true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution
for such attorney-in-fact in such attorney-in-fact's name, place and stead, to
sign any and all registration statements applicable to Aberdeen Australia Equity
Fund, Inc. (the "Fund"), and any amendments or supplements thereto, and to file
the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as he or she might or could do in person in his or her capacity as a Director or
Officer of the Fund, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed this Power of
Attorney on the date indicated below.
/s/ Martin Gilbert 6/12/01
----------------------- ------------------
Signature Date
Martin J. Gilbert
-----------------------
Printed Name
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and
appoints Allan S. Mostoff, Sander M. Bieber, Olivia P. Adler, Jennifer O.
Epstein and Wendy Fox, and each of them, as his or her true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution
for such attorney-in-fact in such attorney-in-fact's name, place and stead, to
sign any and all registration statements applicable to Aberdeen Australia Equity
Fund, Inc. (the "Fund"), and any amendments or supplements thereto, and to file
the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as he or she might or could do in person in his or her capacity as a Director or
Officer of the Fund, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed this Power of
Attorney on the date indicated below.
/s/ Christopher Fishwick 6/12/01
-------------------------- ----------------------
Signature Date
Christopher Fishwick
--------------------------
Printed Name
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and
appoints Allan S. Mostoff, Sander M. Bieber, Olivia P. Adler, Jennifer O.
Epstein and Wendy Fox, and each of them, as his or her true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution
for such attorney-in-fact in such attorney-in-fact's name, place and stead, to
sign any and all registration statements applicable to Aberdeen Australia Equity
Fund, Inc. (the "Fund"), and any amendments or supplements thereto, and to file
the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as he or she might or could do in person in his or her capacity as a Director or
Officer of the Fund, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed this Power of
Attorney on the date indicated below.
/s/ David Rowe-Ham 6/12/01
--------------------- ------------------------
Signature Date
Sir David Rowe-Ham
---------------------
Printed Name
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and
appoints Allan S. Mostoff, Sander M. Bieber, Olivia P. Adler, Jennifer O.
Epstein and Wendy Fox, and each of them, as his or her true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution
for such attorney-in-fact in such attorney-in-fact's name, place and stead, to
sign any and all registration statements applicable to Aberdeen Australia Equity
Fund, Inc. (the "Fund"), and any amendments or supplements thereto, and to file
the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as he or she might or could do in person in his or her capacity as a Director or
Officer of the Fund, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed this Power of
Attorney on the date indicated below.
/s/ Laurence Freedman 6/12/01
---------------------- -----------------------
Signature Date
Laurence S. Freedman
-------------------------
Printed Name
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and
appoints Allan S. Mostoff, Sander M. Bieber, Olivia P. Adler, Jennifer O.
Epstein and Wendy Fox, and each of them, as his or her true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution
for such attorney-in-fact in such attorney-in-fact's name, place and stead, to
sign any and all registration statements applicable to Aberdeen Australia Equity
Fund, Inc. (the "Fund"), and any amendments or supplements thereto, and to file
the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as he or she might or could do in person in his or her capacity as a Director or
Officer of the Fund, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed this Power of
Attorney on the date indicated below.
/s/ Jack Benintende 6/12/01
--------------------- -------------
Signature Date
Jack R. Benintende
---------------------
Printed Name
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and
appoints Allan S. Mostoff, Sander M. Bieber, Olivia P. Adler, Jennifer O.
Epstein and Wendy Fox, and each of them, as his or her true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution
for such attorney-in-fact in such attorney-in-fact's name, place and stead, to
sign any and all registration statements applicable to Aberdeen Australia Equity
Fund, Inc. (the "Fund"), and any amendments or supplements thereto, and to file
the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as he or she might or could do in person in his or her capacity as a Director or
Officer of the Fund, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed this Power of
Attorney on the date indicated below.
/s/ Bev Hendry 6/12/01
------------------------ --------------------------
Signature Date
Beverley Hendry
------------------------
Printed Name
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and
appoints Allan S. Mostoff, Sander M. Bieber, Olivia P. Adler, Jennifer O.
Epstein and Wendy Fox, and each of them, as his or her true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution
for such attorney-in-fact in such attorney-in-fact's name, place and stead, to
sign any and all registration statements applicable to Aberdeen Australia Equity
Fund, Inc. (the "Fund"), and any amendments or supplements thereto, and to file
the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as he or she might or could do in person in his or her capacity as a Director or
Officer of the Fund, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed this Power of
Attorney on the date indicated below.
/s/ Anthony E. Aaronson 6/12/01
--------------------------- ------------
Signature Date
Anthony E. Aaronson
--------------------------
Printed Name
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and
appoints Allan S. Mostoff, Sander M. Bieber, Olivia P. Adler, Jennifer O.
Epstein and Wendy Fox, and each of them, as his or her true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution
for such attorney-in-fact in such attorney-in-fact's name, place and stead, to
sign any and all registration statements applicable to Aberdeen Australia Equity
Fund, Inc. (the "Fund"), and any amendments or supplements thereto, and to file
the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as he or she might or could do in person in his or her capacity as a Director or
Officer of the Fund, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed this Power of
Attorney on the date indicated below.
/s/ Peter John O'Connell 6/12/01
---------------------------- ------------
Signature Date
Peter J. O'Connell
----------------------------
Printed Name
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and
appoints Allan S. Mostoff, Sander M. Bieber, Olivia P. Adler, Jennifer O.
Epstein and Wendy Fox, and each of them, as his or her true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution
for such attorney-in-fact in such attorney-in-fact's name, place and stead, to
sign any and all registration statements applicable to Aberdeen Australia Equity
Fund, Inc. (the "Fund"), and any amendments or supplements thereto, and to file
the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as he or she might or could do in person in his or her capacity as a Director or
Officer of the Fund, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed this Power of
Attorney on the date indicated below.
/s/ Howard Knight 6/12/01
-------------------- ---------------
Signature Date
Howard A. Knight
--------------------
Printed Name
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and
appoints Allan S. Mostoff, Sander M. Bieber, Olivia P. Adler, Jennifer O.
Epstein and Wendy Fox, and each of them, as his or her true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution
for such attorney-in-fact in such attorney-in-fact's name, place and stead, to
sign any and all registration statements applicable to Aberdeen Australia Equity
Fund, Inc. (the "Fund"), and any amendments or supplements thereto, and to file
the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as he or she might or could do in person in his or her capacity as a Director or
Officer of the Fund, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed this Power of
Attorney on the date indicated below.
/s/ Peter Sacks 6/11/01
-------------------- ---------------
Signature Date
Peter D. Sacks
--------------------
Printed Name
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and
appoints Allan S. Mostoff, Sander M. Bieber, Olivia P. Adler, Jennifer O.
Epstein and Wendy Fox, and each of them, as his or her true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution
for such attorney-in-fact in such attorney-in-fact's name, place and stead, to
sign any and all registration statements applicable to Aberdeen Australia Equity
Fund, Inc. (the "Fund"), and any amendments or supplements thereto, and to file
the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as he or she might or could do in person in his or her capacity as a Director or
Officer of the Fund, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed this Power of
Attorney on the date indicated below.
/s/ John T. Sheehy 6/12/01
--------------------- --------------
Signature Date
John T. Sheehy
---------------------
Printed Name
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and
appoints Allan S. Mostoff, Sander M. Bieber, Olivia P. Adler, Jennifer O.
Epstein and Wendy Fox, and each of them, as his or her true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution
for such attorney-in-fact in such attorney-in-fact's name, place and stead, to
sign any and all registration statements applicable to Aberdeen Australia Equity
Fund, Inc. (the "Fund"), and any amendments or supplements thereto, and to file
the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as he or she might or could do in person in his or her capacity as a Director or
Officer of the Fund, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed this Power of
Attorney on the date indicated below.
/s/ Neville Miles 6/12/01
--------------------- --------------
Signature Date
Neville J. Miles
---------------------
Printed Name
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and
appoints Allan S. Mostoff, Sander M. Bieber, Olivia P. Adler, Jennifer O.
Epstein and Wendy Fox, and each of them, as his or her true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution
for such attorney-in-fact in such attorney-in-fact's name, place and stead, to
sign any and all registration statements applicable to Aberdeen Australia Equity
Fund, Inc. (the "Fund"), and any amendments or supplements thereto, and to file
the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as he or she might or could do in person in his or her capacity as a Director or
Officer of the Fund, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed this Power of
Attorney on the date indicated below.
/s/ Anton E. Schrafl 6/12/01
----------------------- --------------
Signature Date
Anton E. Schrafl
-----------------------
Printed Name
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and
appoints Allan S. Mostoff, Sander M. Bieber, Olivia P. Adler, Jennifer O.
Epstein and Wendy Fox, and each of them, as his or her true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution
for such attorney-in-fact in such attorney-in-fact's name, place and stead, to
sign any and all registration statements applicable to Aberdeen Australia Equity
Fund, Inc. (the "Fund"), and any amendments or supplements thereto, and to file
the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as he or she might or could do in person in his or her capacity as a Director or
Officer of the Fund, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed this Power of
Attorney on the date indicated below.
/s/ R. M. Randall 6/12/01
-------------------- ----------------
Signature Date
Roy M. Randall
--------------------
Printed Name
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and
appoints Allan S. Mostoff, Sander M. Bieber, Olivia P. Adler, Jennifer O.
Epstein and Wendy Fox, and each of them, as his or her true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution
for such attorney-in-fact in such attorney-in-fact's name, place and stead, to
sign any and all registration statements applicable to Aberdeen Australia Equity
Fund, Inc. (the "Fund"), and any amendments or supplements thereto, and to file
the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as he or she might or could do in person in his or her capacity as a Director or
Officer of the Fund, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed this Power of
Attorney on the date indicated below.
/s/ P. G. Malone 6/12/01
--------------------- ---------------
Signature Date
P. Gerald Malone
---------------------
Printed Name
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and
appoints Allan S. Mostoff, Sander M. Bieber, Olivia P. Adler, Jennifer O.
Epstein and Wendy Fox, and each of them, as his or her true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution
for such attorney-in-fact in such attorney-in-fact's name, place and stead, to
sign any and all registration statements applicable to Aberdeen Australia Equity
Fund, Inc. (the "Fund"), and any amendments or supplements thereto, and to file
the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as he or she might or could do in person in his or her capacity as a Director or
Officer of the Fund, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed this Power of
Attorney on the date indicated below.
/s/ David Elsum 6/11/01
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Signature Date
David Lindsay Elsum
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Printed Name
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and
appoints Allan S. Mostoff, Sander M. Bieber, Olivia P. Adler, Jennifer O.
Epstein and Wendy Fox, and each of them, as his or her true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution
for such attorney-in-fact in such attorney-in-fact's name, place and stead, to
sign any and all registration statements applicable to Aberdeen Australia Equity
Fund, Inc. (the "Fund"), and any amendments or supplements thereto, and to file
the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as he or she might or could do in person in his or her capacity as a Director or
Officer of the Fund, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed this Power of
Attorney on the date indicated below.
/s/ William Potter 6/12/01
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Signature Date
William J. Potter
-----------------------
Printed Name
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and
appoints Allan S. Mostoff, Sander M. Bieber, Olivia P. Adler, Jennifer O.
Epstein and Wendy Fox, and each of them, as his or her true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution
for such attorney-in-fact in such attorney-in-fact's name, place and stead, to
sign any and all registration statements applicable to Aberdeen Australia Equity
Fund, Inc. (the "Fund"), and any amendments or supplements thereto, and to file
the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as he or she might or could do in person in his or her capacity as a Director or
Officer of the Fund, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed this Power of
Attorney on the date indicated below.
/s/ M. P. Karagianis 6/12/2001
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Signature Date
Michael P. Karagianis
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Printed Name