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DEPOSITARY AGREEMENT
Date: August 31, 1998
Boston EquiServe LP
1 Exchange Plaza
▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Gentlemen:
▇▇▇▇▇▇▇ Spain and Portugal Fund, Inc., a closed-end management
investment company (the "Purchaser"), is offering to its shareholders the right
to demand the repurchase of their shares (the "Redemption Right") in an amount
of up to 4,883,365 of the Purchaser's issued and outstanding Common Stock, $.01
par value (the "Shares"), in exchange for a pro rata portion of each of the
securities, including any cash (other than short-term fixed income securities
with maturities of less than one year, securities with transfer restrictions and
certain illiquid securities) held in the Purchaser's investment portfolio
("Portfolio Securities")(the "Redemption Right"), with each share being equal to
its net asset value ("NAV") determined as of the close of the regular trading
session of the New York Stock Exchange ("NYSE") on the first business day
following the Expiration Date (the "Valuation Date"), unless the Redemption
Right is extended, subject to the terms and conditions set forth in its
Redemption Right Statement dated September 2, 1998 (the "Redemption Right
Statement") and in the related Letter of Transmittal (which shall include the
Internal Revenue Service Form W-8 or Form W-9 and the DTC Delivery Election
Form), copies of which are attached hereto as Exhibits A and B, respectively,
and which together, as they may be amended from time to time, constitute the
"Redemption Right Documents." The "Expiration Date" for the Redemption Right
shall be 5:00 P.M. Eastern Time, on September 30, 1998, unless and until the
Purchaser shall have extended the period of time for which the Redemption Right
is open, in which event the term "Expiration Date" shall mean the latest time
and date at which the Redemption Right, as so extended by the Purchaser from
time to time, shall expire. All terms not defined herein shall have the same
meaning as in the Redemption Right Documents.
The Purchaser hereby agrees with you as follows:
1) Subject to the terms and conditions of this Agreement, you will act
as Depositary in connection with the Redemption Right, and in such capacity are
authorized and directed to accept Shares presented for Redemption.
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2) (a) Shares are properly presented for Redemption only if they have
been presented in compliance with the procedures as set forth in Section 2 of
the Redemption Right Statement. Shares shall be considered validly presented for
Redemption to you only if:
(i) you receive prior to the Expiration Date (x) certificates for
such Shares (or a Confirmation (as defined in paragraph (b) below) relating to
such Shares), and (y) a properly completed and duly executed Letter of
Transmittal (or facsimile thereof) or an Agent's Message (as defined in
paragraph (b) below) relating thereto; or
(ii) you receive (x) a Notice of Guaranteed Delivery (as defined in
paragraph (b) below) relating to such Shares from an Eligible Institution (as
defined in paragraph (b) below) prior to the Expiration Date and (y)
certificates for such Shares (or a Confirmation relating to such Shares) and
either a properly completed and duly executed Letter of Transmittal (or
facsimile thereof) or an Agent's Message relating thereto at or prior to 5:00
P.M., Eastern Time, on the third New York Stock Exchange, Inc. (the "NYSE")
trading day after the date of execution of such Notice of Guaranteed Delivery;
and
(iii) in the case of either clause (i) or (ii) above, a final
determination of the adequacy of the items received, as provided in Section 4
hereof, has been made by Purchaser.
(b) For the purpose of this Agreement: (i) a "Confirmation" shall be
a confirmation of book-entry transfer of Shares into your account at The
Depository Trust Company, (hereinafter referred to as "DTC") to be established
and maintained by you in accordance with Section 3 hereof; (ii) a "Notice of
Guaranteed Delivery" shall be a notice of guaranteed delivery substantially in
the form attached as Exhibit C hereto or a telegram, telex, facsimile
transmission or letter substantially in such form, or if sent by DTC, a message
transmitted through electronic means in accordance with the usual procedures of
DTC and the Depositary, substantially in such form; provided, however, that if
such notice is sent by DTC through electronic means, it must state that DTC has
received an express acknowledgment from the participant on whose behalf such
notice is given that such participant has received and agrees to become bound by
the form of such notice; (iii) an "Eligible Institution" shall be a firm which
is a bank, broker, dealer, credit union, savings association or other entity
which is a member in good standing of a Stock Transfer Association approved
medallion program (such as STAMP, SEMP or MSP); and (iv) an "Agent's Message"
shall be a message from DTC transmitted to, and received by, the Depositary
forming a part of a timely Confirmation, which states that (a) DTC has received
an express acknowledgment from the DTC participant presenting the Shares for
Redemption that are the subject of the Confirmation, (b) the DTC participant has
received and agrees to be bound by the terms of the Letter of Transmittal and
(c) the Purchaser may enforce the agreement against the DTC participant. The
term Agent's Message shall also include any hard copy printout evidencing such
message generated by a computer terminal maintained at the Depositary's office.
(c) We acknowledge that in connection with the Redemption Right you
may enter into agreements or arrangements with DTC which, among other things,
provide that (i) delivery of an Agent's Message will satisfy the terms of the
Redemption Right with respect to the Letter of Transmittal, (ii) such agreements
or arrangements are enforceable against the Purchaser by DTC or participants
therein and (iii) you, as Depositary, are authorized to enter
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into such agreements or arrangements on behalf of the Purchaser. Without
limiting any other provision of this Agreement, you are expressly authorized to
enter into any such agreements or arrangements on behalf of the Purchaser and to
make any necessary representations or warranties in connection therewith, and
any such agreement or arrangement shall be enforceable against the Purchaser.
3) You shall take steps to establish and, subject to such
establishments, maintain an account at DTC for book-entry transfers of Shares,
as set forth in the Letter of Transmittal and Section 2 of the Redemption Right
Statement, and you shall comply with the provisions of Rule 17Ad-14 under the
Securities Exchange Act of 1934, as amended.
4) (a) You are authorized and directed to examine any certificate
representing Shares, Letter of Transmittal (or facsimile thereof), Notice of
Guaranteed Delivery or Agent's Message and any other document required by the
Letter of Transmittal received by you to determine whether you believe any
request for Redemption may be defective. In the event you conclude that any
Letter of Transmittal, Notice of Guaranteed Delivery, Agent's Message or other
document has been improperly completed, executed or transmitted, any of the
certificates for Shares is not in proper form for transfer (as required by the
aforesaid instructions) or if some other irregularity in connection with the
request for Redemption of Shares exists, you are authorized subject to Section
4(b) hereof to advise the redeeming stockholder, or DTC, or the Information
Agent, as the case may be, of the existence of the irregularity, but you are not
authorized to accept any request for Redemption of fractional Shares, any
Request for Redemption not in accordance with the terms and subject to the
conditions set forth in the Redemption Right Statement, or any other redemption
request which you deem to be defective, unless you shall have received from the
Purchaser the Letter of Transmittal which was surrendered (or if the request for
Redemption was made by means of a Confirmation containing an Agent's Message, a
written notice), duly dated and signed by an authorized officer of the
Purchaser, indicating that any defect or irregularity in such request for
Redemption has been cured or waived and that such request for redemption has
been accepted by the Purchaser.
(b) Promptly upon your concluding that any Request for Redemption is
defective, you shall, after consultation with and on the written instructions of
the Purchaser, use reasonable efforts in accordance with your regular procedures
to notify the person requesting redmeption of such Shares, or DTC transmitting
the Agent's Message, as the case may be, of such determination and, when
necessary, return the certificates involved to such person in the manner
described in Section 11 hereof. The Purchaser shall have full discretion to
determine whether any request for redemption is complete and proper and shall
have the absolute right to reject any or all requests for redemption of any
particular Shares determined by it not to be in proper form and to determine
whether the acceptance of or payment for such request for redemption may, in the
opinion of counsel for the Purchaser, be unlawful; it being specifically agreed
that you shall have neither discretion nor responsibility with respect to these
determinations. To the extent permitted by applicable law, the Purchaser also
reserves the absolute right to waive any of the conditions of the Redemption
Right or any defect or irregularity with respect to the request for redemption
of any particular Shares. The interpretation by the Purchaser of the terms and
conditions of the Redemption Right Statement, the Letter of Transmittal and the
instructions thereto, a Notice of Guaranteed Delivery or an Agent's Message
(including without limitation the
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determination of whether any request for redemption is complete and proper)
shall be final and binding.
(c) If less than all of the Shares validly presented for Redemption
pursuant to the Redemption Right are to be accepted because the Redemption Right
is oversubscribed by the Expiration Date, the Purchaser shall provide you with
instructions regarding proration as soon as practicable. You agree to maintain
accurate records as to all Shares presented for Redemption prior to or on the
Expiration Date.
5) You are authorized and directed to return to any person seeking
Redemption of Shares, in the manner described in Section 11 hereof, any
certificates representing Shares presented for Redemption by such person but
duly withdrawn pursuant to the Redemption Right Statement. To be effective, a
written, telegraphic, telex or facsimile transmission notice of withdrawal must
be received by you within the time period specified for withdrawal in the
Redemption Right Statement at your address set forth on the back page of the
Redemption Right Statement. Any notice of withdrawal must specify the name of
the person having deposited the Shares to be withdrawn, the number of Shares to
be withdrawn and, if the certificates representing such Shares have been
delivered or otherwise identified to you, the name of the registered holder(s)
of such Shares as set forth in such certificates. If the certificates have been
delivered to you, then prior to the release of such certificates the stockholder
presenting Shares for Redemption must also submit the serial numbers shown on
the particular certificates evidencing such Shares and the signature on the
notice of withdrawal must be guaranteed by an Eligible Institution. You are
authorized and directed to examine any notice of withdrawal to determine whether
you believe any such notice may be defective. In the event you conclude that any
such notice is defective you shall, after consultation with and on the
instructions of the Purchaser, use reasonable efforts in accordance with your
regular procedures to notify the person delivering such notice of such
determination. All questions as to the form and validity (including time of
receipt) of notices of withdrawal will be determined by the Purchaser in its
sole discretion, whose determination shall be final and binding. Any Shares so
withdrawn shall no longer be considered to be properly presented for Redemption
unless such Shares are re-presented for Redemption prior to the Expiration Date
pursuant to the Redemption Right.
6) Subject to Sections 18 and 25 hereof, any amendment to or extension
of the Redemption Right, as the Purchaser shall from time to time determine,
shall be effective upon notice to you from the Purchaser given prior to the time
the Redemption Right would otherwise have expired, and shall be promptly
confirmed by the Purchaser in writing; provided that you may rely on and shall
be authorized and protected in acting or failing to act upon any such notice
even if such notice is not confirmed in writing or such confirmation conflicts
with such notice. If at any time the Redemption Right shall be terminated as
permitted by the terms thereof, the Purchaser shall promptly notify you of such
termination.
7) At 11:00 A.M. Eastern Time, or as promptly as practicable thereafter
on each business day, or more frequently if reasonably requested to tally major
figures, you shall advise each of the parties named below by facsimile
transmission your preliminary review (and at all times subject to final
determination by Purchaser), as of the close of business on the preceding
business day or the most recent practicable time prior to such request, as the
case may be: (i) the number of Shares properly presented for Redemption on such
day; (ii)
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the number of Shares properly presented for Redemption represented by
certificates physically held by you on such day; (iii) the number of Shares
represented by Notices of Guaranteed Delivery on such day; (iv) the number of
Shares withdrawn on such day; (v) the number of requests for liquidation of
Portfolio Securities; (vi) the number of requests for receipt of Portfolio
Securities by redeeming Shareholders and (vii) the cumulative totals of Shares
in categories (i) thru (vi) above through 12:00 Noon, Eastern Time, on such day:
(a) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
(b) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
(c) ▇▇▇ ▇▇▇▇▇▇▇▇
You shall also furnish to each of the above-named persons a written report
confirming the above information which has been communicated orally on the day
following such oral communication. You shall furnish to the Purchaser, such
reasonable information, to the extent such information has been furnished to
you, on the redeeming stockholders as may be requested from time to time.
You shall furnish to the Purchaser, upon request, master lists of Shares
presented for Redemption, including an A-to-Z list of the redeeming
stockholders.
You are also authorized and directed to provide the persons listed
above or any other persons approved by the Purchaser with such other information
relating to the Shares, Redemption Right Statement, Letters of Transmittal,
Agent's Messages or Notices of Guaranteed Delivery as the Purchaser may
reasonably request from time to time.
8) Letters of Transmittal, Notices of Guaranteed Delivery, Agent's
Messages, telegrams, telexes, facsimile transmissions, notices and letters
submitted to you pursuant to the Redemption Right Statement shall be stamped by
you to indicate the date and time of the receipt thereof and these documents, or
copies thereof, shall be preserved by you for a reasonable time not to exceed
one year or the term of this Agreement, whichever is longer, and thereafter
shall be delivered by you to the Purchaser. Thereafter, any inquiries relating
to or requests for any of the foregoing shall be directed solely to the
Purchaser and not the Depositary.
9) At such time as you shall be notified by the Purchaser, you shall
request the transfer agent for the Shares to effect the transfer of all Shares
repurchased pursuant to the Redemption Right, in accordance with written
instructions from the Purchaser, and upon your receipt thereof notify the
Purchaser. At such time as you shall be notified by ▇▇▇▇▇▇▇ Investor Services,
Inc. as liquidating agent for the redeeming stockholders requesting liquidation
of proceeds received from the Redemption Right, you shall issue checks to such
stockholders representing the proceeds of liquidation.
10) (a) You will prepare and mail to each redeeming stockholder whose
Shares were accepted for repurchase, other than stockholders who demonstrate
their status as nonresident aliens in accordance with United States Treasury
Regulations ("Foreign Stockholders"), a Form 1099-B reporting the repurchase of
Shares as of the date such Shares are accepted for payment. You will also
prepare and file copies of such Forms 1099-B by magnetic tape with the Internal
Revenue Service in accordance with Treasury Regulations on or before
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February 28th of the year following the year in which the Shares are accepted
for payment. You will also prepare and mail to each redeeming stockholder who
elects to liquidate their Portfolio Securities received for cash, a Form 1099-B
reporting the liquidation of the Portfolio Securities. You will also prepare and
file copies of such Forms 1099-B by magnetic tape with the Internal Revenue
Service in accordance with Treasury Regulations.
(b) You will deduct and withhold 31% backup withholding tax from the
repurchase price payable with respect to Shares presented for Redemption by any
stockholder, other than a Foreign Stockholder, who has not properly provided you
with his taxpayer identification number, in accordance with Treasury
Regulations.
(c) Should any issue arise regarding federal income tax reporting or
withholding, you will take such action as the Purchaser instructs you in
writing.
11) If, pursuant to the terms and conditions of the Redemption Right,
the Purchaser has notified you that it does not accept certain of the Shares
presented for Redemption or purported to be presented for Redemption or a
stockholder withdraws any Shares presented for Redemption, you shall promptly
return the deposited certificates for such Shares, together with any other
documents received, to the person who deposited the same, without expense to
such person. Certificates for such unpurchased Shares shall be forwarded by you,
at your option, by: (i) first class mail under a blanket surety bond protecting
you and the Purchaser from losses or liabilities arising out of the non-receipt
or nondelivery of such Shares; or (ii) registered mail insured separately for
the value of such Shares. If any such Shares were presented for Redemption or
purported to be presented for Redemption by means of a Confirmation containing
an Agent's Message, you shall notify DTC of the Purchaser's decision not to
accept the Shares.
12) You shall take all reasonable action with respect to the Redemption
Right as may from time to time be requested by the Purchaser or the Information
Agent. You are authorized to cooperate with and furnish information to the
Purchaser and the Information Agent, any of its representatives or any other
organization (or its representatives) designated from time to time by the
Purchaser, in any manner reasonably requested by any of them in connection with
the Redemption Right and requests for Redemption thereunder.
13) Any instructions given to you orally, as permitted by any provision
of this Agreement, shall be confirmed in writing by the Purchaser or Information
Agent, as the case may be, as soon as practicable. You shall be fully authorized
and protected for acting, or failing to act, in accordance with any oral
instructions which do not conform with the written confirmation received in
accordance with this Section.
14) Whether or not any Shares are presented for Redemption or the
Redemption Right is consummated, for your services as Depositary hereunder we
shall pay to you compensation in accordance with the fee schedule attached as
Schedule 1 hereto, together with reimbursement for out-of-pocket expenses,
including reasonable fees and disbursements of your counsel. Such additional
out-of-pocket expenses must be approved by the Purchaser prior to being
incurred.
15) In the event any question or dispute arises with respect to the
proper interpretation of this Agreement or your duties hereunder or the rights
of the Purchaser or of any stockholders surrendering certificates for Shares
pursuant to the Redemption Right, you
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shall not be required to act and shall not be held liable or responsible for
your refusal to act until the question or dispute has been judicially settled
(and you may, if you in your sole discretion deem it advisable, but shall not be
obligated to, file a suit in interpleader or for a declaratory judgment for such
purpose) by final judgment rendered by a court of competent jurisdiction,
binding on all stockholders and parties interested in the matter which is no
longer subject to review or appeal, or settled by a written document in form and
substance satisfactory to you and executed by the Purchaser and each such
stockholder and party. In addition, you may require for such purpose, but shall
not be obligated to require, the execution of such written settlement by all the
stockholders and all other parties that may have an interest in the settlement.
16) As Depositary hereunder you:
(a) shall have no duties or obligations other than those
specifically set forth herein, or in Schedule 1 and Exhibits A, B, and C hereto,
or as may subsequently be agreed to in writing by you and the Purchaser;
(b) shall have no obligation to make payment for any Shares unless
the Purchaser shall have provided the necessary Portfolio Securities
representing the full amounts due and payable with respect thereto;
(c) shall be regarded as making no representations and having no
responsibilities as to the validity, sufficiency, value, or genuineness of any
certificates or the Shares represented thereby deposited with you or presented
for Redemption through an Agent's Message hereunder and will not be required to
and will make no representations as to or be responsible for the validity,
sufficiency, value, or genuineness of the Redemption Right;
(d) shall not be obligated to take any legal action hereunder; if,
however, you determine to take any legal action hereunder, and, where the taking
of such action might in your judgment subject or expose you to any expense or
liability, you shall not be required to act unless you shall have been furnished
with an indemnity satisfactory to you;
(e) may rely on and shall be authorized and protected in acting upon
any certificate, instrument, opinion, notice, letter, telegram, telex, facsimile
transmission, Agent's Message or other document or security delivered to you and
believed by you to be genuine and to have been signed by the proper party or
parties;
(f) may rely on and shall be authorized and protected in acting upon
the written, telephonic, electronic and oral instructions, with respect to any
matter relating to your actions as Depositary covered by this Agreement (or
supplementing or qualifying any such actions) of officers of the Purchaser;
(g) may consult counsel satisfactory to you, and the advice of such
counsel shall be full and complete authorization and protection in respect of
any action taken, suffered, or omitted by you hereunder in good faith and in
accordance with the advice of such counsel;
(h) shall not be called upon at any time to advise any person
presenting Shares for Redemption or considering presenting Shares for Redemption
pursuant to the Redemption Right as to the wisdom of making the request for
redemption or as to the market value of any security presented for Redemption
thereunder;
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(i) may perform any of your duties hereunder either directly or by
or through agents or attorneys and you shall not be responsible for any
misconduct or negligence on the part of any agent or attorney appointed with
reasonable care by you hereunder;
(j) shall not be liable or responsible for any recital or statement
contained in the Redemption Right or any other documents relating thereto;
(k) shall not be liable or responsible for any failure of the
Purchaser to comply with any of its obligations relating to the Redemption
Right, including without limitation obligations under applicable securities
laws;
(l) are not authorized, and shall have no obligation, to pay any
brokers, dealers, or soliciting fees to any person, including, without
limitation, the Information Agent;
(m) shall not be liable or responsible for any delay, failure,
malfunction, interruption or error in the transmission or receipt of
communications or messages through electronic means to or from DTC, or for the
actions of any other person in connection with any such message or
communication; and
(n) shall take all other actions necessary or appropriate as
Depositary under the terms of the Redemption Right and under the customs and
practices reasonably applied to transactions of this type.
17) The Purchaser covenants to indemnify and hold you and your
officers, directors, employees, agents, contractors, subsidiaries and affiliates
harmless from and against any loss, liability, damage or expense (including
without limitation any loss, liability, damage or expense incurred for
submitting for transfer Shares presented for Redemption without a signature
guarantee pursuant to the Letter of Transmittal, or in connection with any
communication or message transmitted or purported to be transmitted through
electronic means to or from DTC, and the fees and expenses of counsel) incurred
without negligence or intentional misconduct as a result of your acting or
failing to act upon the instructions of the Purchaser arising out of or in
connection with the Redemption Right, this Agreement or the administration of
your duties hereunder, including, without limitation, the costs and expenses of
defending and appealing against any action, proceeding, suit or claim in the
premises. You shall promptly notify the Purchaser of any action, proceeding,
suit or claim by letter or telex or facsimile transmission confirmed by letter.
The Purchaser shall be entitled to participate at its own expense in the defense
of any such action, proceeding, suit or claim. Anything in this agreement to the
contrary notwithstanding, in no event shall you be liable for special, indirect
or consequential loss or damage of any kind whatsoever (including but not
limited to lost profits), even if you have been advised of the likelihood of
such loss or damage and regardless of the form of action.
18) Unless terminated earlier by the parties hereto, this Agreement
shall terminate upon (a) Purchaser's termination or withdrawal of the Redemption
Right, (b) if Purchaser does not terminate or withdraw the Redemption Right, the
date which is two (2) months after the delivery of the proceeds of the
liquidation of Portfolio Securities to those redeeming Shareholders electing
liquidation or (c) if not terminated or withdrawn earlier, the date which is
three (3) months after the date of this Agreement. Upon any termination of this
Agreement, you shall promptly deliver to the Purchaser any certificates, funds
or property then held by you as Depositary under this Agreement, and after such
time any party
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entitled to such certificates, funds or property shall look solely to the
Purchaser and not the Depositary therefore, and all liability of the Depositary
with respect thereto shall cease, provided, however, that the Depositary, before
being required to make such delivery to the Purchaser, may mail to each person
who has presented Shares for Redemption but not received payment, or both,
notice that such certificates, funds or property remain unclaimed and that after
a date specified therein, which shall not be less than 30 days from the date of
publication or mailing, any unclaimed balance of such certificates, funds or
property will be delivered to the Purchaser. Sections 14, 16 and 17 hereof shall
survive any termination of this Agreement.
19) In the event that any claim of inconsistency between this Agreement
and the terms of the Redemption Right arise, as they may from time to time be
amended, the terms of the Redemption Right shall control, except with respect to
the duties, liabilities and rights, including without limitation compensation
and indemnification, of you as Depositary, which shall be controlled by the
terms of this Agreement.
20) If any provision of this Agreement shall be held illegal, invalid,
or unenforceable by any court, this Agreement shall be construed and enforced as
if such provision had not been contained herein and shall be deemed an Agreement
among us to the full extent permitted by applicable law.
21) Purchaser represents and warrants that (a) it is each duly
incorporated, validly existing and in good standing under the laws of its
jurisdiction of incorporation, (b) the making and consummation of the Redemption
Right and the execution, delivery and performance of all transactions
contemplated thereby (including without limitation this Agreement) have been
duly authorized by all necessary corporate action; (c) this Agreement has been
duly executed and delivered by the Purchaser and constitutes the legal, valid,
binding and enforceable obligation of it, (d) the Redemption Right will comply
in all material respects with all applicable requirements of law and (e) to the
best of its knowledge, there is no litigation pending or threatened as of the
date hereof in connection with the Redemption Right.
22) Set forth in Exhibit D hereto is a list of the names and specimen
signatures of the persons authorized to act for the Purchaser under this
Agreement. The Secretary of the Purchaser may, from time to time, certify to you
the names and signatures of any other persons authorized to act for the
Purchaser, as the case may be, under this Agreement.
23) Except as expressly set forth elsewhere in this Agreement, all
notices, instructions and communication under this Agreement shall be in
writing, shall be effective upon receipt and shall be addressed, if to the
Purchaser, to its address set forth beneath its signature to this Agreement, or,
if to the Depositary, to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Boston EquiServe LP, ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or to such other address as a party hereto shall
notify the other parties.
24) This Agreement shall be governed by and construed in accordance
with the laws of the State of New York, without giving effect to conflict of
laws rules or principles, and shall inure to the benefit of and be binding upon
the successors and assigns of the parties hereto; provided that this Agreement
may not be assigned by any party without the prior written consent of all other
parties.
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25) No provision of this Agreement may be amended, modified or waived,
except in a writing signed by all of the parties hereto.
Please acknowledge receipt of this Letter, the Redemption Right Statement, the
Letter of Transmittal, and the Notice of Guaranteed Delivery, and confirm the
arrangements herein provided by signing and returning the enclosed copy hereof,
whereupon this Agreement and your acceptance of the terms and conditions herein
provided shall constitute a binding Agreement among us.
Very truly yours,
▇▇▇▇▇▇▇ Spain and Portugal Fund, Inc.
By:
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
Address for notices: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
TEL: ▇▇▇-▇▇▇-▇▇▇▇
Accepted as of the date above first
written.
Boston EquiServe LP as Depositary
By:
----------------------
Name:
Title:
TEL:
FAX:
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Exhibit A Redemption Right Statement
Exhibit B Letter of Transmittal
Exhibit C Notice of Guaranteed Delivery
Exhibit D Specimen Signatures
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