EXHIBIT (c)(5)
ADMINISTRATION AGREEMENT
AGREEMENT made this 25th day of February 1994, by and between The Southern
Africa Fund, Inc., a Maryland corporation (hereinafter called the "Fund"), and
Middlesex Administrators L.P., a Delaware limited partnership (hereinafter
called the "Administrator");
WITNESSETH
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WHEREAS, the Fund is a closed-end non-diversified management investment
company and is registered as such under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, the Fund and Alliance Capital Management L.P. (the "Investment
Adviser") are entering into an Investment Management Agreement (the "Investment
Management Agreement") pursuant to which the Investment Adviser will provide
investment advice to the Fund and be responsible for the portfolio management of
the Fund; and
WHEREAS, the Fund and the Investment Adviser are entering into Sub-Advisory
Agreements (the "Sub-Advisory Agreements") with Investec Asset Management
(International) Limited and Sanlam Asset Management (Gilbraltar) Limited
(together, the "Sub-Advisers") pursuant to which the Sub-Advisers will provide
investment advice and research to the Investment Adviser; and
WHEREAS, the Fund desires to retain the Administrator to render certain
administrative services in the manner and on the terms and conditions hereafter
set forth; and
WHEREAS, the Administrator desires to be retained to perform services on
said terms and conditions.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, the Fund and the Administrator agree as follows:
1. Duties of the Administrator. The Fund hereby retains the Administrator
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to act as administrator of the Fund, subject to the supervision and direction of
the Board of Directors of the Fund, as hereinafter set forth. The Administrator
shall perform or arrange for the performance of the following administrative
services and clerical services: (i) maintain and keep certain of the books and
records of the Fund; (ii) prepare and, subject to approval by the Fund, file
certain reports and other documents required by U.S. Federal securities laws and
regulations and by U.S. stock exchanges on which Fund shares are listed; (iii)
coordinate tax-related matters; (iv) prepare periodic reports to Fund
shareholders; (v) respond to inquiries from Fund shareholders; (vi) calculate,
or arrange for the calculation of, the net asset value of the Fund's shares;
(vii) arrange for payment of the Fund's expenses; (viii) oversee the performance
of administrative and professional services rendered to the Fund by others,
including its custodian, registrar, transfer agent, dividend disbursing agent
and dividend reinvestment plan agent, as well as accounting, auditing and other
services; (ix) provide the Fund with the services of persons competent to
perform such administrative and clerical functions as are necessary to provide
effective operation of the Fund; (x) provide the Fund with administrative office
and data processing facilities; (xi) consult with the Fund's officers,
independent accountants, legal counsel, custodian and any sub-custodian,
registrar, transfer agent and dividend disbursing agent and dividend
reinvestment plan agent in establishing the accounting policies of the Fund;
(xii) prepare such financial information and reports as may be required by any
banks from which the Fund borrows funds; (xiii) provide such assistance to the
Investment Adviser, the Sub-Advisers, the custodian and any sub-custodian, and
the Fund's counsel and auditors as generally may be required to carry on
properly the business and operations of the Fund; and (xiv) prepare reports
related to the Fund's preferred stock, if any, as required by rating agencies.
The Fund agrees to cause the custodian and Investment Adviser and Sub-Advisers
to deliver, on a timely basis, such information to the Administrator as may be
necessary or appropriate for the Administrator's performance of its duties and
responsibilities hereunder,
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including but not limited to, daily records of transactions, valuation of
investments in United States dollars (which may be based on information provided
by a pricing service) and expenses borne by the Fund, the Fund management letter
to stockholders and such other information necessary for the Administrator to
prepare the above referenced reports and filings, and the Administrator shall be
entitled to rely on the accuracy and completeness of such information in
performing its duties hereunder.
2. Expenses of the Administrator. The Administrator will bear all
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expenses necessary to perform its obligations under this Agreement, except that
the Fund shall pay reasonable travel expenses of persons who perform
administrative, clerical and bookkeeping functions on behalf of the Fund. The
Fund and the Investment Adviser assume and shall pay or cause to be paid all
other expenses of the Fund as set forth in the Investment Management Agreement.
The expenses of the legal counsel and accounting experts retained by the
Administrator, after consulting with the Fund counsel and independent auditors,
as may be necessary or appropriate for the Administrator's performance of its
duties and responsibilities under this Agreement are deemed expenses of, and
shall be paid by, the Fund.
3. Compensation of the Administrator. For the services rendered to the
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Fund by the Administrator pursuant to this Agreement, the Fund shall pay to the
Administrator on the first business day of each calendar month a fee for the
previous month at an annual rate equal to the greater of (i) $150,000 per annum
($12,500 per month), or (ii) at an annual rate equal to .20% of the Fund's
average weekly net assets based upon the net asset values applicable to shares
of the Fund's common stock and, if any, shares of the Fund's preferred stock and
debt. For the purpose of determining fees payable to the Administrator, the
value of the Fund's average weekly net assets shall be computed at the times and
in the manner specified in the Fund's registration statement on Form N-2, as
amended from time to time (the "Registration Statement"). Compensation by the
Fund of the Administrator shall commence on the date of the first receipt by the
Fund of the proceeds of the sale of its shares to the Underwriters as described
in the Registration Statement, and the fee for the period from the date the Fund
shall first receive the proceeds of the sale of its shares to the Underwriters
as aforesaid to the end of the month
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during which such proceeds are so received, shall be pro-rated according to the
proportion that such period bears to the full monthly period. Upon termination
of this Agreement before the end of a month, the fee for such part of that month
shall be pro-rated according to the proportion that such period bears to the
full monthly period and shall be payable within (7) days after the date of
termination of this Agreement.
4. Limitation of Liability of the Administrator, Indemnification.
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(a) The Administrator shall exercise its best judgment in
rendering its services pursuant to this Agreement. The Administrator shall not
be liable to any person for any error of judgment or mistake of law or for any
loss arising out of any act or omission by the Administrator in the performance
of its duties hereunder, provided, however, that nothing herein contained shall
be construed to protect the Administrator against any liability to the Fund or
its shareholders, to which the Administrator shall otherwise be subject by
reason of willful misfeasance, bad faith, or gross negligence in the performance
of its duties, or by reckless disregard of its obligations and duties hereunder.
(b) The Administrator may, with respect to questions of law,
apply for and obtain the advice and opinion of legal counsel, and with respect
to the application of generally accepted accounting principles or Federal tax
accounting principles, apply for and obtain the advice and opinion of accounting
experts, at the expense of the Fund. The Administrator shall be fully protected
with respect to any action taken or omitted by it in good faith in conformity
with such advice or opinion.
(c) The Fund agrees to indemnify and hold harmless the
Administrator from and against all charges, claims, expenses (including legal
fees) and liabilities reasonably incurred by the Administrator in or by reason
of any action, suit, investigation or other proceeding arising out of or based
upon any action actually taken or allegedly taken or omitted by the
Administrator in connection with the performance of its duties hereunder.
Notwithstanding the preceding sentence, nothing contained herein shall protect
or be deemed to protect the Administrator against or entitle or be deemed to
entitle the Administrator to indemnification by reason of the Administrator's
willful
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misfeasance, bad faith or gross negligence in the performance of its duties, or
by reason of its reckless disregard of its obligations and duties hereunder.
Such expenses shall be paid by the Fund in advance of the final disposition of
such matter upon invoice by the Administrator and receipt by the Fund of an
undertaking from the Administrator to repay such amounts if it shall ultimately
be established that the Administrator is not entitled to payment of such
expenses hereunder.
(d) As used in this Paragraph 4, the term "Administrator" shall
include any affiliates of the Administrator performing services for the Fund
contemplated hereby and directors, partners, officers, agents and employees of
the Administrator and such affiliates.
5. Activities of the Administrator. The services of the
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Administrator under this Agreement are not to be deemed exclusive, and the
Administrator and any person controlled by or under common control with the
Administrator shall be free to render similar services to others.
6. Duration and Termination of this Agreement. This Agreement
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shall become effective as of the date first above written, shall supersede any
other written agreement between the parties hereto, and shall remain in force
until terminated as provided herein. This Agreement may be terminated at any
time, without the payment of any penalty, by the Fund or the Administrator, on
sixty days' written notice to the other party. This Agreement shall
automatically terminate in the event of its assignment.
7. Amendments of this Agreement. This Agreement may be amended
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by the parties hereto only if such amendment is specifically approved by the
Board of Directors of the Fund and such amendment is set forth in a written
instrument executed by each of the parties hereto.
8. Governing Law. The provisions of this Agreement shall be
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construed and interpreted in accordance with the laws of the State of New York
as at the time in effect and the applicable provisions of the 1940 Act. To the
extent that the applicable law of the State of New York, or any of the
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provisions herein, conflict with the applicable provisions of the 1940 Act, the
latter shall control.
9. Counterparts. This Agreement may be executed by the parties hereto in
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counterparts and if executed in more than one counterpart the separate
instruments shall constitute one agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
THE SOUTHERN AFRICA FUND, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
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Title: Secretary
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MIDDLESEX ADMINISTRATORS L.P.
By MIDDLESEX ADMINISTRATORS, INC.,
General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇
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Title: Executive Vice President
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