As filed with the Securities and Exchanged Commission on August 30, 2001.
File No. 811-06342
Registration No. 33-46853
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-2
Registration Statement Under the Investment Company Act of 1940
Amendment No. 5
ABERDEEN COMMONWEALTH INCOME FUND, INC.
(Exact name of Registrant as Specified in Charter)
800 Scudders Mill Road
Plainsboro, NJ 08536
Registrant's telephone number, including Area Code: (609)282-7374
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 Amendment to Articles Supplementary, as adopted by the
Registrant's Pricing Committee of the Board of Directors on August 14, 1992,
filed herewith as Exhibit (a)(4).
Registrant's Amendment to Articles Supplementary, as adopted by the
Registrant's Pricing Committee of the Board of Directors on October 30, 1992,
filed herewith as Exhibit (a)(5).
Registrant's Amendment to Articles Supplementary, as adopted by the
Registrant's Pricing Committee of the Board of Directors on October 30, 1992,
filed herewith as Exhibit (a)(6).
Registrant's Amendment to Articles Supplementary, as adopted by the
Registrant's Pricing Committee of the Board of Directors on January 28, 1993,
filed herewith as Exhibit (a)(7).
Registrant's Amendment to Articles Supplementary, as adopted by the
Registrant's Pricing Committee of the Board of Directors on July 20, 1994, filed
herewith as Exhibit (a)(8).
Registrant's Amendment to Articles Supplementary, as adopted by the
Registrant's Pricing Committee of the Board of Directors on November 15, 1996,
filed herewith as Exhibit (a)(9).
Registrant's Amendment to Articles Supplementary, as adopted by the
Registrant's Board of Directors on June 11, 1998, filed herewith as Exhibit
(a)(10).
Registrant's Amendment to Articles Supplementary, as adopted by the
Registrant's Pricing Committee of the Board of Directors on January 19, 1999,
filed herewith as Exhibit (a)(11).
Registrant's Amendment to Articles Supplementary, as adopted by the
Registrant's Pricing Committee of the Board of Directors on November 17, 1999,
filed herewith as Exhibit (a)(12).
Registrant's Articles Supplementary, as adopted by the Registrant's Board
of Directors on August 14, 2000, filed herewith as Exhibit (a)(13).
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. 1 to Custody Agreement between the Registrant
and State Street Bank and Trust Company dated December 4, 1998, filed herewith
as Exhibit (j)(2).
Powers of Attorney, as executed by the Registrant's Officers and Directors
on various days in June, 2001, filed herewith as Exhibit (s)(3).
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has duly caused this Amendment No. 5 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 COMMONWEALTH INCOME 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) Amendment to Articles Supplementary as dated August 14, 1992.
(a)(5) Amendment to Articles Supplementary as dated October 30, 1992.
(a)(6) Amendment to Articles Supplementary as dated October 30, 1992.
(a)(7) Amendment to Articles Supplementary as dated January 28, 1993.
(a)(8) Amendment to Articles Supplementary as dated July 20, 1994.
(a)(9) Amendment to Articles Supplementary as dated November 15, 1996.
(a)(10) Amendment to Articles Supplementary as dated June 11, 1998.
(a)(11) Amendment to Articles Supplementary as dated January 19, 1999.
(a)(12) Amendment to Articles Supplementary as dated November 17, 1999.
(a)(13) Articles Supplementary as dated August 14, 2000.
(b)(3) By-laws as amended and restated on 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)(2) Amendment No. 1 to Custody Agreement between the Registrant
and State Street Bank and Trust Company dated December 4, 1998.
(s)(3) Powers of Attorney for Registrant's Officers and Directors as
executed on various days of June, 2001.
EXHIBIT (a)(4)
UNANIMOUS WRITTEN CONSENT IN LIEU
OF A MEETING OF THE MEMBERS OF THE PRICING COMMITTEE
OF THE FIRST COMMONWEALTH FUND, INC.
The undersigned, being all of the Members of the Pricing Committee of The
First Commonwealth Fund, Inc., a Maryland Corporation (the "Fund"), upon due
consideration do hereby approve, adopt and consent to the following Resolution
as an act of the Pricing Committee of the Fund (it being understood that each
other Member of the Pricing Committee is executing a Consent identical with this
consent, all of which Consents shall constitute one and the same instrument),
which shall for all purposes be treated as actions taken pursuant to a vote at a
meeting:
RESOLVED, that pursuant to the authority vested in the Pricing Committee
duly appointed by the Board of Directors of the Fund, the Pricing Committee
hereby approves the following amendments to the Articles Supplementary of the
Fund creating Auction Market Preferred Stock, Series W-7:
1. The definitions of "Moody's Eligible Portfolio Property" and "S&P Eligible
Portfolio Property" found in Paragraph 1(a) of the Articles are amended to
include "Repurchase Agreements."
2. The definition of "Deposit Securities" found in Paragraph 1(a) of the
Articles is amended to include "Repurchase Agreements."
IN WITNESS THEREOF, each of the undersigned executes this Consent as of 14
August, 1992.
Dated: 14/08/92 /s/ Laurence Freedman
------------------------
Laurence S. Freedman
Dated: 14/08/92 /s/ David Manor
------------------------
David Manor
Dated: 14/08/92 /s/ Brian Sherman
-----------------------
Brian M. Sherman
EXHIBIT (a)(5)
UNANIMOUS WRITTEN CONSENT IN LIEU
OF A MEETING OF THE MEMBERS OF THE PRICING COMMITTEE
OF THE FIRST COMMONWEALTH FUND, INC.
The undersigned, being all of the members of the Pricing Committee of The
First Commonwealth Fund, Inc., a Maryland Corporation (the "Fund"), upon due
consideration do hereby approve, adopt and consent to the following Resolution
as an act of the Pricing Committee of the Fund (it being understood that each
other member of the Pricing Committee is executing a Consent identical with this
consent, all of which Consents shall constitute one and the same instrument),
which shall for all purposes be treated as actions taken pursuant to a vote at a
meeting:
WHEREAS, in discussion with Moody's Investors Service, Inc. ("Moody's") and
Standard & Poor's Corporation ("S&P") it has been proposed to add (i) cash
deposits with overseas banking units of Banque Nationale de Paris and (ii)
securities denominated in Australian currency issued by the New South Wales
Treasury Corporation or by the Queensland Treasury Corporation which confer upon
the holders an option to exchange such securities for, respectively, a like
principal amount of New South Wales Treasury Inscribed Stock or Queensland
Treasury Corporation Inscribed Stock of identical maturity and coupon, to the
definition of "Eligible Portfolio Property" as that term is used in the Articles
Supplementary creating Auction Market Preferred Stock, Series W-7 (the "AMPS"),
NOW, THEREFORE, RESOLVED, that effective upon receipt in writing that the
inclusion of such cash deposits and securities as "Eligible Portfolio Property"
will not, in the case of Moody's, adversely affect the rating of the AMPS by
Moody's or, in the case of S&P, the rating of the AMPS by S&P, the Series W-7
Articles Supplementary are hereby amended to included such assets with such
discount factors as each such rating agency shall stipulate, and
WHEREAS, in discussion with S&P it has been agreed to amend the definition
of "Dividend Coverage Amount" found in the Series W-7 Articles Supplementary to
provide that only liabilities denominated in U.S. dollars should be taken into
account,
NOW THEREFORE, RESOLVED, that effective upon receipt in writing that such
amendment will not adversely affect the rating of the AMPS by S&P, clause (c) of
the definition of "Dividend Coverage Assets" found in the Series W-7 Articles
Supplementary is hereby so amended to read as follows:
"(c) the aggregate of all liabilities payable in U.S. dollars
existing on such date which are payable on or prior to the next
Dividend Payment Date"
IN WITNESS THEREOF, each of the undersigned executes this consent as of
October 30, 1992.
/s/ Laurence Freedman
-----------------------------
Laurence S. Freedman
/s/ David Manor
-----------------------------
David Manor
/s/ Brian Sherman
-----------------------------
Brian M. Sherman
EXHIBIT (a)(6)
UNANIMOUS WRITTEN CONSENT IN LIEU
OF A MEETING OF THE MEMBERS OF THE PRICING COMMITTEE
OF THE FIRST COMMONWEALTH FUND, INC.
The undersigned, being all of the members of the Pricing Committee of The
First Commonwealth Fund, Inc., a Maryland Corporation (the "Fund"), upon due
consideration do hereby approve, adopt and consent to the following Resolution
as an act of the Pricing Committee of the Fund (it being understood that each
other member of the Pricing Committee is executing a Consent identical with this
consent, all of which Consents shall constitute one and the same instrument),
which shall for all purposes be treated as actions taken pursuant to a vote at a
meeting:
RESOLVED, that the following definition be added to the Articles
Supplementary:
"Offshore Banking Units" means cash deposits denominated in the
currency of Australia deposited with an Australian branch of a
foreign bank authorized to operate as an offshore banking unit by
the Government of Australia's Australian Taxation Office which,
in the case of Moody's is (i) a branch carrying the same credit
rating as the parent bank, (ii) is a deposit rated at least P-1
under circumstances in which the rating of the deposit is capped
at the sovereign rating ceiling of the parent bank's home
country, as well as the bank deposit rating ceiling of Australia,
or (iii) is a deposit held by a branch whose parent bank is rated
at last Aa3/P-1 under circumstances in which the rating of the
parent bank is capped at the sovereign rating ceiling of the
parent bank's home country, as well as the bank deposit rating
ceiling of Australia and which, to date, are limited to cash
deposits with an overseas banking unit of Banque Nationale de
Paris.
and
RESOLVED FURTHER, that the definition of Australian Currency be amended to
read as follows:
"Australian Currency" means such coin or currency of Australia as
at the time shall be legal tender for payment of public and
private debts, as well as cash deposits with Offshore Banking
Units of Banque Nationale de Paris.
RESOLVED FURTHER, that a footnote to the Moody's calculation of the
Discount Factor applicable to Australian Currency be added to read as follows:
If any Overseas Banking Unit constituting Australian Currency has
a maturity of more than 46 days from the Valuation Date, the
principal amount of the cash deposit shall be offset by an amount
equal to the penalty for early withdrawal and in the event
interest earned on any Overseas Banking Unit is not exempt from
interest withholding tax, the Corporation may not include
interest earned as a component of the value of the deposit unless
taxes incurred on interest earned have been paid.
IN WITNESS THEREOF, each of the undersigned executes this consent as of
October 30, 1992.
/s/ Laurence Freedman
-----------------------------
Laurence S. Freedman
/s/ David Manor
-----------------------------
David Manor
/s/ Brian Sherman
-----------------------------
Brian M. Sherman
EXHIBIT (a)(7)
UNANIMOUS WRITTEN CONSENT IN LIEU
OF A MEETING OF THE MEMBERS OF THE PRICING COMMITTEE
OF THE FIRST COMMONWEALTH FUND, INC.
The undersigned, being all of the members of the Pricing Committee of The
First Commonwealth Fund, Inc., a Maryland Corporation (the "Fund"), upon due
consideration do hereby approve, adopt and consent to the following Resolution
as an act of the Pricing Committee of the Fund (it being understood that each
other member of the Pricing Committee is executing a Consent identical with this
consent, all of which Consents shall constitute one and the same instrument),
which shall for all purposes be treated as actions taken pursuant to a vote at a
meeting:
The Articles Supplementary are hereby amended to:
3. Add the following definition:
"Canadian Provincial Securities" means securities which are denominated and
payable in Canadian Currency, and are direct obligations of, or fully guaranteed
by, the full faith and credit of the appropriate Canadian Province, (including
securities issued by provincially owned crown corporations carrying the same
rating as the appropriate Canadian Province) (i) provided, that in the case of
Moody's, the appropriate Province is rated at least Baa1 by Moody's, the
securities are not callable or pay-in-kind of zero coupon bonds, and, provided
further, that the minimum issue size for Newfoundland, Prince Edward Island,
Nova Scotia and New Brunswick Canadian Provincial Securities is C$150 million
and for other Canadian Provincial Securities is C$500 million, that investment
in Newfoundland, Prince Edward Island, New Scotia and New Brunswick Canadian
Provincial Securities is limited to 6.25% of total Moody's Eligible Portfolio
Property and that investments in a single Province rated Baa1 shall not exceed
5% of total Moody's Eligible Portfolio Property; investments in a single
Province rated Baa1 or A shall not exceed in the aggregate 15% of total Moody's
Eligible Portfolio Property; investments in a single Province rated Baa1, A or
Aa shall not exceed in the aggregate 20% of total Moody's Eligible Portfolio
Property and investments in a single Province Rated Baa1, A, Aa or Aaa shall not
exceed in the aggregate 25% of total Moody's Eligible Portfolio Property, and
(ii) provided that, in the case of S&P, Canadian Provincial Securities do not
include securities issued by Prince Edward Island, that the appropriate Province
has a senior unsecured rating of at least "BBB" and provided further, that such
security is publicly traded, is a non-callable domestic or global issue, has a
minimum issue size of $100 million and, in the case of securities issued by the
Province of Ontario or Quebec, such securities represent no more than 25% of the
assets of the Corporation and, in the case of any other Canadian Province,
represent no more than 15% of the assets of the Corporation.
4. Amend the definition of "Canadian Securities" to include "Canadian
Provincial Securities".
5. Amend the definition of "Discount Factor" to include the following
tabular material following upon the "Canadian Government Securities" tabular
material.
Moody's S&P
Discount Discount
Type of Eligible Portfolio Property Factor Factor(6)
----------------------------------- ------ ---------
Canadian Provincial Securities: with any current understanding issue size and
with a remaining term to maturity shorter than 46 days from the Valuation
Date 1.000(1) 1.000
with a current outstanding issue size equal to or greater than
$C100,000,000 in the case of S&P with a remaining term to maturity equal to
or longer than 46 days but less than 3 years from the Valuation Date in the
case of ------ 1.286
with a current outstanding issue size equal to or greater than
C$500,000,000 in the case of Moody's and with a remaining term to maturity
equal to or longer than 46 days but less than 3 years from the Valuation
Date 1.290 -----
- 0 -
with a current outstanding issue size equal to or greater than
$C100,000,000 in the case of S&P and with a remaining term to maturity
equal to or longer than 3 years but less than 5 years from the Valuation
Date
----- 1.286
with a current outstanding issue size equal to or greater than
$C500,000,000 in the case of Moody's and with a remaining term to maturity
equal to or longer than 3 years but less than 5 years from the Valuation
Date 1.420 -----
- 0 -
with a current outstanding issue size equal to or greater than
$C100,000,000 in the case of S&P and with a remaining term to maturity
equal to or longer than 5 years but less than 7 years from the Valuation
Date ----- 1.312
with a current outstanding issue size equal to or greater than
$C500,000,000 in the case of Moody's and with a remaining term to maturity
equal to or longer than 5 years but less than 7 years from the Valuation
Date 1.420 -----
- 0 -
with a current outstanding issue size equal to or greater than
$C100,000,000 in the case of S&P and with a remaining term to maturity
equal to or longer than 7 years but less than 10 years from the Valuation
Date ----- 1.312
with a current outstanding issue size equal to or greater than
$C500,000,000 in the case of Moody's and with a remaining term to maturity
equal to or longer than 7 years but less than 10 years from the Valuation
Date 1.510 -----
- 0 -
with a current outstanding issue size equal to or greater than
$C100,000,000 in the case of S&P and with a remaining term to maturity
equal to or longer than 10 years but less than 15 years from the Valuation
Date ----- 1.426
with a current outstanding issue size equal to or greater than
$C500,000,000 in the case of Moody's and with a remaining term to maturity
equal to or longer than 10 years but less than 15 years from the Valuation
Date 1.820 -----
- 0 -
6. Amend footnote 6 to Discount Factor to read as follows:
In the case of Moody's assets with a remaining maturity of greater than 20
years may not constitute more than 5% of Moody's Eligible Portfolio Property
and, in the case of S&P the applicable discount factor shown is for Canadian
Provincial Securities for the Provinces of British Columbia, Ontario and Quebec
(the "Base Discount"). The applicable discount factor for the Provinces of
Alberta and New Brunswick is 110% of the Base Discount, for the Provinces of
Manitoba and Sasketshawan 125% of Base Discount and for the Provinces of
Newfoundland and Nova Scotia, 135% of Base Discount.
IN WITNESS THEREOF, each of the undersigned executes this consent as of
January 28, 1993.
/s/ Laurence Freedman
---------------------------
Laurence S. Freedman
/s/ David Manor
---------------------------
David Manor
/s/ Brian Sherman
------------------------
Brian M. Sherman
EXHIBIT (a)(8)
UNANIMOUS WRITTEN CONSENT IN LIEU
OF A MEETING OF THE MEMBERS OF THE PRICING COMMITTEE
OF THE FIRST COMMONWEALTH FUND, INC.
The undersigned, being all of the Members of the Pricing Committee of The
First Commonwealth Fund, Inc., a Maryland Corporation (the "Fund"), upon due
consideration do hereby approve, adopt and consent to the following resolutions
as an act of the Pricing Committee of the Fund (it being understood that each
other Member of the Pricing Committee is executing a consent identical with this
consent, all of which consents will constitute one and the same instrument),
which shall for all purposes be treated as actions taken pursuant to a vote at a
meeting:
WHEREAS, Australian State Government of Victoria securities are now issued
by a single authority, denominated the Treasury Corporation of Victoria, which
will replace such issuing authorities as Gas & Fuel Corporation of Victoria,
Melbourne & Metropolitan Board of Works, State Electricity Commission of
Victoria and the Victorian Public Authorities Finance Agency, each of which
authorities is currently separately listed under the definition of Australian
Semi-Government Securities; and
WHEREAS, Moody's has agreed that the definition of "Australian
Semi-Government Securities" may be amended to provide that the minimum rating
given any such security is Aa or higher; and
WHEREAS, it is deemed desirable to amend the Articles Supplementary
creating a series of Auction Market Preferred Stock designated Series W-7 to
reflect those changes;
NOW, THEREFORE BE IT RESOLVED that pursuant to the authority vested in the
Pricing Committee duly appointed by the Board of Directors of the Fund, the
Pricing Committee hereby adopts and approves the following amendments to such
Articles Supplementary:
The definition of Australian Semi-Government Securities is hereby amended
to include as item 25 in the list of specific issuers falling within that
definition, "securities issued by the Australian State Government of Victoria
through the Treasury Corporation of Victoria," and
RESOLVED FURTHER, that the definition of Australian Semi-Government
Securities be amended to read as follows: "Australian Semi-Government Securities
means publicly traded semi-government securities with a fixed maturity (i.e., no
perpetuals) issued by the following entities which, except as indicated are
explicitly guaranteed by the Government of the Commonwealth of Australia or the
respective Australian State and which, in the case of S&P, include Australian
Exchangeable Eurobonds and in the case of Moody's are (i) either rated Aa by
Moody's or are guaranteed by either the Commonwealth of Australia and rated Aa
or any semi-sovereign Australian entity whose domestic currency long-term debt
is rated Aa by Moody's, (ii) are denominated and payable in Australian currency
or are convertible into a security constituting Eligible Portfolio Property by
Moody's and (iii) are not a variable rate, indexed-linked, zero coupon or
stripped security"; and
RESOLVED FURTHER, that the table of Discount Factors applicable to
Tasmanian Australian Semi-Government Securities be amended to provide that it is
equally applicable to Australian Semi-Government securities issued by the
Australian State Government of Victoria; and
RESOLVED FURTHER, that the Articles Supplementary may, but need not be,
restated in their entirety to reflect the amendments made by the resolutions
adopted hereby.
IN WITNESS THEREOF, each of the undersigned executes this consent as of
July 20, 1994.
/s/ Laurence Freedman
------------------------------
Laurence S. Freedman
/s/ David Manor
------------------------------
David Manor
/s/ Brian Sherman
------------------------------
Brian M. Sherman
EXHIBIT (a)(9)
UNANIMOUS WRITTEN CONSENT
OF
THE FIRST COMMONWEALTH FUND, INC.
PRICING COMMITTEE
WHEREAS, Moody's Investors Services, Inc. and Standard & Poor' s
Corporation have reviewed and revised the categories of Eligible Portfolio
Property and the related table of Discount Factors used in calculating the AMPS
Basic Maintenance Amount; and
WHEREAS, the Articles Supplementary establishing the terms of the Fund's
outstanding Auction Market Preferred Stock, Series W-7 require amendment in
order to formally reflect these revisions relating to Australian securities; and
WHEREAS, the Board of Directors of the Fund, has authorized Laurence
Freedman, David Manor and Brian Sherman to serve on a Pricing Committee, in
order that such Pricing Committee would have the authority to amend from time to
time the Articles Supplementary of the Fund's Auction Market Preferred Stock
Series W-7;
NOW, THEREFORE, the undersigned Directors of the First Commonwealth Fund,
Inc., being all of the members of the Pricing Committee of the Board, by this
unanimous written consent pursuant to Section 2-408 of the Maryland General
Company Law, hereby adopt the following resolution:
The definitions of Auction Agent, Australian Bank Bills, Australian
Convertible Eurobonds, Australian Corporate Bonds, Australian Eurobonds,
Australian Government Securities, Australian Securities, Australian
Semi-Government Securities, Discount Factor (only as regards Australian
securities), Moody's Eligible Portfolio Property, S&P Eligible Portfolio
Property and S&P contained in the Articles Supplementary of the Fund
establishing the terms of the Auction Market Preferred Stock, Series W-7, as the
same may have been previously amended, are hereby amended to read as follows:
"Auction Agent" means The Chase Manhattan Bank unless and until another
commercial bank, trust company or other financial institution appointed by a
resolution of the Board of Directors of the Corporation or a duly authorized
committee thereof enters into an agreement with the Corporation to follow the
Auction Procedures for the purpose of determining the Applicable Rate and to act
as transfer agent, registrar, paying agent and redemption agent for the AMPS.
"Australian Bank Bills" means bills of exchange (as defined in the Bills of
Exchange Act of the Commonwealth of Australia) issued, accepted or endorsed by
Australian banks with (x) in the case of S&P (i) a rating from S&P at least as
high as S&P's then-current rating for the AMPS or (ii) in the case of any Bank
bill with a remaining term to maturity from the date of determination of 365
days or less, a rating from S&P at least as high as S&P's short-term rating
comparable to its then-current rating for the AMPS and (y) in the case of
Moody's (i) a long-term foreign currency debt rating from Moody's of at least
Aa2 or (ii) in the case of any Bank Bill with a remaining term to maturity from
the date of determination of 180 days or less, a rating from Moody' s of Prime-1
or (iii) any other rating as Moody's shall approve in writing.
"Australian Convertible Eurobonds" means securities which are denominated
in Australian Currency issued by the New South Wales Treasury Corporation or the
Queensland Treasury Corporation which confer upon the holder an option to
exchange such securities for, respectively, a like principal amount of New South
Wales Treasury Inscribed Stock or Queensland Treasury Corporation Inscribed
Stock of identical maturity and coupon.
"Australian Corporate Bonds" means debt obligations of Australian
corporations (other than Australian Government Securities, Australian
Semi-Government Securities, Australian Bank Bills, Australian Eurobonds,
Australian Exchangeable Eurobonds and. Australian Short-Term Securities)
provided, that such debt obligations shall not be deemed to be Eligible
Portfolio Property by S&P unless they have the following characteristics: (a)
the principal amount outstanding on the date of determination is at least equal
to A$50 million, (b) the security is publicly traded, (c) the security is
non-callable, or, if the security is callable, the basis for pricing is to the
call date, (d) the security is rated at least AA- by S&P, (e) the security has a
tender panel, (f) the maturity date of the security is not later than the 10th
anniversary of the Valuation Date of such security and (g) the security is
issued by one of the following issuers:
(i) Issuers with a public long-term S&P rating or whose parent has a
public long-term rating and there is an explicit guarantee backing the
subsidiary's debt service payments ("Guaranteed Australian Corporate
Bonds"). These issuers currently include:
FANMAC Premier Trust Co. No. 1-22 and any subsequent issues rated by
S&P - Australian Ratings Ford Credit Australia National Australia Bank
(ii) Issuers, which shall be designated in writing from time to time by
S&P, without a public long-term S&P rating but whose parent has a long
term S&P rating but has not explicitly guaranteed the subsidiary's
debt service payments ("Non-Guaranteed Corporate Bonds").
In addition, if the determination is made by S&P, (a) not more than 10% of
the aggregate Discounted Value of the Eligible Portfolio Property of the
Corporation can consist of Australian Corporate Bonds issued by a single issuer,
(b) not more than 50% (if the issue is rated AAA by S&P) or 33.3% (if the issue
is rated AA or A by S&P) or 20% (if the issue is rated BBB by S&P) of the
aggregate Discounted Value of the Eligible Portfolio Property of the Corporation
can consist of Australian Corporate Bonds from issues representing a single
industry, (c) not more than 5% of the then-outstanding principal amount of any
one issue can be included in Eligible Portfolio Property and (d) not more than
20% of the outstanding aggregate principal amount of the Australian Corporate
Bonds held by the Corporation and included in Eligible Portfolio Property shall
be comprised of securities with a then-outstanding issue size of less than A$100
million.
"Australian Eurobonds" means, in the case of Moody's, debt securities
(including Australian Exchangeable Eurobonds) which are denominated in
Australian currency and which have the following characteristics: (a) the
principal amount outstanding on the date of determination is at least equal to
A$50 million, (b) the security is publicly traded, (c) the security is
non-callable and (d) 90% or more of the Australian Eurobonds meeting the
qualifications of clauses (a) and (b) are rated at least Aa2 by Moody's; and in
the case of S&P, debt securities (including guaranteed and non-guaranteed
Eurobonds) which are denominated in Australian Currency, and which have the
following characteristics: (a) the principal amount outstanding on the date of
determination is at least equal to A$50 million, (b) the security is publicly
tradeable, (c) the security is non-callable, or, if the security is callable,
the basis for pricing is to the call date, (d) the security is rated at least
AA- by S&P, (e) the maturity date of the security is not later than the 10th
anniversary of the Valuation Date of such security and (f) the security is
issued by one of the following issuers:
(i) Issuers with a public long-term S&P rating or whose parent has a
public long- term S&P rating and there is an explicit guarantee
backing the subsidiary's debt service payments ("Guaranteed Australian
Eurobonds"). These issuers currently include
ABN Amro Australia Ltd.
ANZ Banking Group
Australian Industry Development Corp.
Australian Telecom
Barclays Bank Plc
Coca Cola Amatil Ltd.
Commerzbank US Finance Inc.
Commonwealth Bank of Australia
Eksportfinas A/S
Eurofina
European Investment Bank
Export Finance & Insurance Corp.
Federal Airports Corp.
Finnish Export Credit Corp.
General Electric Capital Corp.
GG Securities Ltd.
Guiness Finance BV
International Bank for Reconstruction and Development
McDonald's Australia Ltd.
Mobil Australia Finance company Inc.
National Australian Bank
New South Wales Treasury Corp.
Primary Industry Bank Australia Ltd.
Prudential Funding Corp.
Rural & Industry Bank of Western Australia
South Australia Government Financing Authority
SBC Warburg Australia Holdings Ltd.
Shell Australia Ltd.
State Bank of New South Wales
State Bank of South Australia Ltd.
State Electricity of Victoria
Sweden (Kingdom of)
Swedish Export Credit Corp.
Tasmanian Public Finance Corp.
Toronto Dominion Australia Ltd.
Toyota Finance Australia Ltd.
Treasury Corporation of Victoria
Western Australian Treasury Corp.
(ii) Issuers, which shall be designated in writing from time to time by
S&P, without a public long-term S&P rating but whose parent has a
long-term S&P rating but whose parent has a long-term S&P rating but
has not explicitly guaranteed the subsidiary's debt service payments
("Australian Non-Guaranteed Eurobonds").
In addition, if the determination is being made by S&P, (a) not more than
10% of the aggregate Discounted Value of the Eligible Portfolio Property of the
Corporation can consist of Eurobonds from a single issuer, (b) not more than 50%
(if the issue is rated AAA by S&P) or 33.3% (if the issue is rated AA or A by
S&P) or 20% (if the issue is rated BBB by S&P) of the aggregate Discounted Value
of the Eligible Portfolio Property of the Corporation can consist of Eurobonds
from issues representing a single industry, (c) not more than 5% of the then
outstanding principal amount of any one issue can be included in Eligible
Portfolio Property and (d) not more than 20% of the outstanding aggregate
principal amount of the Eurobonds held by the Corporation and included in
Eligible Portfolio Property shall be comprised of securities with an outstanding
issue size of less than A$50 million.
"Australian Government Securities" means, in the case of S&P, all publicly
traded securities issued and guaranteed by the Government of the Commonwealth of
Australia with fixed maturities (i.e. no perpetuals) and in the case of Moody's,
any publicly traded security which is (i) either issued by the Government of the
Commonwealth of Australia and is rated Aa by Moody's or is guaranteed by the
Government of the Commonwealth of Australia (ii) is denominated and payable in
Australian Currency or is convertible into a security constituting Eligible
Portfolio Property by Moody's and (iii) is not a variable rate, indexed-linked,
zero coupon or stripped security.
"Australian Securities" means ANNIE MAEs, Australian Bank Bills, Australian
Convertible Securities, Australian Corporate Bonds, Australian Eurobonds,
Australian Government Securities, Australian Semi-Government Securities,
Australian Short-term Securities, MMSs, MTCs and NMMC Securities.
"Australian Semi-Government Securities" means publicly traded
semi-government securities with a fixed maturity (i.e., no perpetuals) issued by
the following entities which, except as indicated are explicitly guaranteed by
the Government of the Commonwealth of Australia or the respective Australian
State and which, in the case of S&P, include Australian Exchangeable Eurobonds
and in the case of Moody's are (i) either rated Aa by Moody's or are guaranteed
by either the Commonwealth of Australia and rated Aa or any semi-sovereign
Australian entity whose current domestic long-term debt is rated Aa by Moody's,
(ii) are denominated and payable in Australian currency or are convertible into
a security constituting Eligible Portfolio Property by Moody's and (iii) are not
a variable rate, indexed-linked, zero coupon or stripped security.
1. Electricity Trust of South Australia, a body established under the
Electricity Trust of South Australia Act 1946 (South Australia).
2. New South Wales Treasury Corporation, a corporation constituted under
section 4 of the Treasury Corporation Act 1983 (New South Wales), including its
Australian Convertible Eurobond issues, in the case of S&P.
3. A territory authority being an authority within the meaning of that term
under section 43 of the Northern Territory (Self Government) Act (Commonwealth)
provided that the specific issue is guaranteed by the Treasurer of the
Commonwealth of Australia.
4. Queensland Treasury Corporation, a corporation established under the
Treasury Corporation Act 1988 (Qld), including its Australian Convertible
Eurobond issues, in the case of S&P. 5. South Australian Government Financing
Authority, an authority established under the Government Financing Authority Act
1982 (South Australia).
6. State Electricity Commission of Victoria, a commission established under
the State Electricity Commission Act 1958 (Victoria).
7. The Australian Telecommunications Commission, a commission established
under section 4 of the Telecommunications Act 1975 (Commonwealth).
8. (with respect to S&P only) and without any guarantee by the Commonwealth
of Australia or the respective Australian State: Australian and Overseas
Telecommunications Corporation, Limited.
9. Victorian Public Authorities Finance Agency, an agency constituted under
section 3 of the Victorian Public Authorities Act 1984 (Victoria).
10. Australian Industry Development Corporation, a body established under
section 5 of the Australian Industries Development Corporation Act
(Commonwealth).
11. The Western Australian Treasury Corporation.
12. Tasmanian Public Finance Corp.
13. (with respect to S&P only) FANMAC Premier Trust Co. (Nos. 1-22) and any
subsequent issues rated by S&P - Australian Ratings.
14. (with respect to S&P only) Australian Wool Corporation.
15. Commonwealth Bank of Australia.
16. State Bank of New South Wales.
17. Securities issued by the Australian State Government of Victoria
through the Treasury Corporation of Victoria.
"Discount Factor" means, for any asset held by the Corporation, the number
set forth opposite each such type of asset in the following table or such other
factor required under the guidelines established by the Rating Agencies from
time to time (it being understood that any asset held by the Corporation and
either not listed in the following table or not identified as a type of Eligible
Portfolio Property in writing by a Rating Agency shall have a Discounted Value
of zero for such Rating Agency):
------------------------------------------------------------------------------- ----------------- ------------------
Moody's S&P
discount Discount
Type of Eligible Portfolio Property Factor Factor (2)
----------------------------------- ------ ----------
--------- --------------------------------------------------------------------- ----------------- ------------------
Australian Semi-Government Securities (3):
--------- --------------------------------------------------------------------- ----------------- ------------------
(other than of Tasmania in the case of both Moody's and S&P,
and of the Australian State Government of Victoria in the case
of Moody's) with any current outstanding issue size and with a
remaining term to maturity shorter than 46 days from the
Valuation Date
1.000 (1) 1.000
--------- ------ -------------------------------------------------------------- ----------------- ------------------
with a current outstanding issue size less than A$100,000,000
and with a remaining term to maturity equal to or longer than
46 days but not more than 2 years from the
Valuation Date 1.730 1.639
--------- ------ -------------------------------------------------------------- ----------------- ------------------
with a current outstanding issue size of at least A$100,000,000
but less than or equal to A$150,000,000 and with a remaining
term to maturity equal to or longer than 46 days but not more
than 2 years from the Valuation Date
1.730 1.490
--------- ------ -------------------------------------------------------------- ----------------- ------------------
with a current outstanding issue size greater than
A$150,000,000 and with a remaining term to maturity equal to or
longer than 46 days but not more than 2 years from the
Valuation Date 1.520 1.490
--------- ------ -------------------------------------------------------------- ----------------- ------------------
-0-
------------------------------------------------------------------------------- ----------------- ------------------
with a current outstanding issue size less than A$100,000,000
and with a remaining term to maturity longer than 2 years but
not more than 5 years from the Valuation
Date 1.730 1.745
--------- ------ -------------------------------------------------------------- ----------------- ------------------
with a current outstanding issue size of at least A$100,000,000
but less than or equal to A$150,000,000 and with a remaining
term to maturity longer than 2 years but not more than 5 years
from the Valuation Date
1.730 1.586
--------- ------ -------------------------------------------------------------- ----------------- ------------------
with a current outstanding issue size greater than
A$150,000,000 and with a remaining term to maturity longer than
2 years but not more than 5 years from the Valuation
Date 1.520 1.586
--------- ------ -------------------------------------------------------------- ----------------- ------------------
with a current outstanding issue size less than A$100,000,000
and with a remaining term to maturity longer than 5 years but
not more than 10 years from the Valuation
Date 1.730 1.773
--------- ------ -------------------------------------------------------------- ----------------- ------------------
with a current outstanding issue size of at least A$100,000,000
but less than or equal to A$150,000,000 and with a remaining
term to maturity longer than 5 years but not more than 10 years
from the Valuation Date
1.730 1.612
--------- ------ -------------------------------------------------------------- ----------------- ------------------
with a current outstanding issue size greater than
A$150,000,000 and with a remaining term to maturity longer than
5 years but not more than 10 years from the Valuation
Date 1.520 1.612
--------- ------ -------------------------------------------------------------- ----------------- ------------------
-0-
--------- ------ -------------------------------------------------------------- ----------------- ------------------
with a current outstanding issue size of less than
A$100,000,000, and with a remaining term to maturity longer
than 10 years but not more than 20 years
from the Valuation Date 1.730 1.844
--------- ------ -------------------------------------------------------------- ----------------- ------------------
with a current outstanding issue size of at least A$100,000,000
but less than or equal to A$150,000,000 with a remaining term
to maturity longer than 10 years but not more than 20 years
from the Valuation Date
1.730 1.676
--------- ------ -------------------------------------------------------------- ----------------- ------------------
with a current outstanding issue size greater than
A$150,000,000 and with a remaining term to maturity longer than
10 years but not more than 20 years from the Valuation
Date 1.520 1.676
--------- ------ -------------------------------------------------------------- ----------------- ------------------
-0-
------------------------------------------------------------------------------- ----------------- ------------------
Australian Semi-Government Securities
--------- --------------------------------------------------------------------- ----------------- ------------------
(Tasmanian and, with respect to Moody's only, Australian
Semi-Government Securities issued by the Australian State
Government of Victoria) (4); with any current outstanding issue
size and with a remaining term to maturity shorter than 46 days
from the Valuation Date
1.050 1.000
--------- ------ -------------------------------------------------------------- ----------------- ------------------
with a current outstanding issue size less than A$100,000,000
and with a remaining term to maturity equal to or longer than
46 days but not more than 2 years from the
Valuation Date 1.820 1.694
--------- ------ -------------------------------------------------------------- ----------------- ------------------
with a current outstanding issue size of at least A$100,000,000
but less than or equal to A$150,000,000 and with a remaining
term to maturity equal to or longer than 46 days but not more
than 2 years from the Valuation Date
1.820 1.540
--------- ------ -------------------------------------------------------------- ----------------- ------------------
with a current outstanding issue size greater than
A$150,000,000 and with a remaining term to maturity equal to or
longer than 46 days but not more than 2 years from the
Valuation Date 1.600 1.540
--------- ------ -------------------------------------------------------------- ----------------- ------------------
-0-
------------------------------------------------------------------------------- ----------------- ------------------
with a current outstanding issue size less than A$100,000,000
and with a remaining term to maturity longer than 2 years but
not more than 5 years from the Valuation
Date 1.820 1.800
--------- ------ -------------------------------------------------------------- ----------------- ------------------
with a current outstanding issue size of at least A$100,000,000
but less than or equal to A$150,000,000 and with a remaining
term to maturity longer than 2 years but not more than 5 years
from the Valuation Date
1.820 1.636
--------- ------ -------------------------------------------------------------- ----------------- ------------------
with a current outstanding issue size greater than
A$150,000,000 and with a remaining term to maturity longer than
2 years but not more than 5 years from the Valuation
Date 1.600 1.636
--------- ------ -------------------------------------------------------------- ----------------- ------------------
-0-
------------------------------------------------------------------------------- ----------------- ------------------
with a current outstanding issue size less than A$100,000,000
and with a remaining term to maturity longer than 5 years but
not more than 10 years from the Valuation
1.820 1.828
--------- ------ -------------------------------------------------------------- ----------------- ------------------
with a current outstanding issue size of at least A$100,000,000
but less than or equal to A$150,000,000 and with a remaining
term to maturity longer than 5 years but not more than 10 years
from the Valuation Date
1.820 1.662
--------- ------ -------------------------------------------------------------- ----------------- ------------------
with a current outstanding issue size greater than
A$150,000,000 and with a remaining term to maturity longer than
5 years but not more than 10 years from the Valuation
Date 1.600 1.662
--------- ------ -------------------------------------------------------------- ----------------- ------------------
-0-
------------------------------------------------------------------------------- ----------------- ------------------
with a current outstanding issue size less than A$100,000,000
and with a remaining term to maturity longer than 10 years but
not more than 20 years from the Valuation Date
1.820 1.899
--------- --------------------------------------------------------------------- ----------------- ------------------
Australian Currency 1.350* 1.570
--------- --------------------------------------------------------------------- ----------------- ------------------
Australian Eurobonds:
--------- --------------------------------------------------------------------- ----------------- ------------------
With a remaining maturity of seven years or less 1.600 ___**
--------- ------ -------------------------------------------------------------- ----------------- ------------------
With a remaining maturity of more than seven years
2.000 ___**
--------- --------------------------------------------------------------------- ----------------- ------------------
Australian Convertible Eurobonds ____*** ____****
--------- --------------------------------------------------------------------- ----------------- ------------------
____________________________
* If any Overseas Banking Unit constituting Australian Currency has a
maturity of more than 46 days from the Valuation Date, the principal
amount of the cash deposit shall be offset by an amount equal to the
penalty for early withdrawal and in the event interest earned on any
Overseas Banking Unit is not exempt from interest withholding tax the
Corporation may not include interest earned as a component of the
value of the deposit unless taxes incurred on interest earned have
been paid.
** See Australian Guaranteed and Non-Guaranteed Eurobonds.
*** Included in Australian Eurobonds.
**** Included in Australian Semi-Government categories.
"Moody's Eligible Portfolio Property" means Australian Bank Bills,
Australian Currency, Australian Convertible Eurobonds, Australian Eurobonds,
Australian Government Securities, Australian Semi-Government Securities,
Canadian Currency, Canadian Securities, Cash, United Kingdom Currency, United
Kingdom Securities, U.S. Government Obligations, Repurchase Agreements, Short
Term Money Market Instruments, FNMA Certificates, FHLMC Certificates, FHLMC
Multifamily Securities, GNMA Certificates, and GNMA Graduated Payment
Securities; provided, that (x) not more than 20% in the aggregate of the total
Discounted Value of Eligible Portfolio Property shall consist either of
Australian Government and/or Australian Semi-Government Securities with a
current outstanding issue size less than A$150,000,000 and (y) not more than l0%
in the aggregate of the total Discounted Value of Eligible Portfolio Property
shall consist of Australian Semi-Government Securities described under item 12
of such definition.
"S&P Eligible Portfolio Property" means Australian Bank Bills, Australian
Currency, Australian Convertible Eurobonds, Australian Corporate Bonds,
Australian Eurobonds, Australian Government Securities, Australian
Semi-Government Securities, Canadian Currency, Canadian Securities, Cash, United
Kingdom Currency, United Kingdom Securities, U.S. Government Obligations,
Repurchase Agreements, Short Term Money Market Instruments, FNMA Certificates,
FHLMC Certificates, FHLMC Multifamily Securities, GNMA Certificates, and GNMA
Graduated Payment Securities; provided, that no Australian Government Securities
or Australian Semi-Government Securities contained in Eligible Portfolio
Property shall have a current outstanding issue size less than A$10,000,000 (as
determined on each Quarterly Valuation Date); and provided further that not more
than l0% in the aggregate of the total Discounted Value of the Eligible
Portfolio Property shall consist of Australian Semi-Government Securities issued
by any single issuer (except that in the case of New South Wales Treasury
Corporation, such percentage shall be 25% and that not more than 20% in the
aggregate of the total Market Value of the Eligible Portfolio Property shall
consist of Australian Semi-Government Securities guaranteed by any single state
(except that in the case of each of Victoria and New South Wales, such
percentage shall be 25%).
"S&P" means Standard & Poor's Ratings Group or its successors.
/s/ Laurence Freedman
--------------------------
Laurence S. Freedman
/s/ David Manor
--------------------------
David Manor
/s/ Brian Sherman
--------------------------
Brian M. Sherman
Dated as of November 15, 1996
EXHIBIT (a)(10)
AMENDMENT TO THE ARTICLES SUPPLEMENTARY
FOR
THE FIRST COMMONWEALTH FUND, INC.
At its meeting held on June 11, 1998, the Board of Directors of The First
Commonwealth Fund, Inc., in lieu of the Pricing Committee, approved the
following amendment to the Articles Supplementary:
RESOLVED, that the definition of Canadian Government Securities in the
Articles Supplementary for The First Commonwealth Fund, Inc. is hereby amended
to read as follows:
"Canadian Government Securities" means, in the case of S&P,
all publicly traded securities issued and guaranteed by the
Government of Canada with fixed maturities (i.e., no
perpetuals) and which is non-callable and in the case of
Moody's, (i) any publicly traded security which is either
issued by the Government of Canada and is rated at least Aa1
by Moody's or is guaranteed by the Government of Canada or
any semi-sovereign Canadian entity whose domestic currency
long-term debt is rated at least Aa1 by Moody's (ii) is
denominated and payable in Canadian currency or is
convertible into a security constituting Eligible Portfolio
Property by Moody's and (iii) is not a variable rate,
indexed-linked, zero coupon or stripped security.
/s/ Margaret A. Bancroft
--------------------------
Margaret A. Bancroft
Assistant Secretary
EXHIBIT (a)(11)
UNANIMOUS WRITTEN CONSENT OF
PRICING COMMITTEE OF THE
BOARD OF DIRECTORS OF
THE FIRST COMMONWEALTH FUND, INC.
Pursuant to Section 2-408
of the
Maryland Corporate Code
Pursuant to the authority delegated to them by the Board of Directors, the
undersigned, constituting all of the members of the Pricing Committee of the
Board of Directors, hereby adopt the following:
WHEREAS, by a notification dated January 15, 1999, Moody's Investors
Service has provided Discount Factors for certain types of U.S. Eligible
Portfolio Property within the meaning of the Articles Supplementary defining the
terms of the Fund's Auction Market Preferred Stock, Series W-7;
NOW THEREFORE, be it:
RESOLVED, that the Articles Supplementary for the Fund's Auction Market
Preferred Stock, Series W-7 are hereby amended to add the following Moody's
Discount Factors:
Type of Eligible Portfolio Property Moody's Discount Factor
----------------------------------- ------------------------
GNMA Certificates with fixed interest rates 1.5
FHLMC and FNMA Certificates with fixed interest rates 1.59
FHLMC Multifamily Securities 1.65
FHLMC and FNMA Certificates with variable interest rates 1.5
GNMA Graduated Payment Securities 1.5
/s/ Malcom Fraser /s/ William Potter
----------------------------- ----------------------------
Malcom Fraser William J. Potter
/s/ Peter Sacks /s/ John T. Sheehy
--------------------------- ---------------------------
Peter D. Sacks John T. Sheehy
Dated: January 19, 1999
EXHIBIT (a)(12)
UNANIMOUS WRITTEN CONSENT OF PRICING COMMITTEE OF THE
BOARD OF DIRECTORS OF
THE FIRST COMMONWEALTH FUND, INC.
Pursuant to Section 2-408
of the
Maryland General Corporation Law
Pursuant to the authority delegated to them by the Board of Directors, the
undersigned, constituting all of the members of the Pricing Committee of the
Board of Directors, hereby adopt the following:
WHEREAS, by a notification dated November 2, 1999, Moody's Investors
Service has approved investment in U.S. dollar denominated Asian Yankee bonds
issued by companies in China, Hong Kong, India, Korea, Indonesia, Malaysia, the
Philippines and Thailand as Moody's Eligible Portfolio Property within the
meaning of the Articles Supplementary defining the terms of the Fund's Auction
Market Preferred Stock, Series W-7, at a discount factor of 240%; and
WHEREAS, by a notification dated September 11, 1998, Standard & Poor's has
approved investment in Yankee Bonds from Australia, Canada, New Zealand and the
United Kingdom as S&P Eligible Portfolio Property within the meaning of the
Articles Supplementary defining the terms of the Fund's Auction Market Preferred
Stock, Series W-7, in the amounts and at the discount levels specified in the
letter; and
WHEREAS, by a notification dated October 27, 1999, Standard & Poor's has
approved investment in Yankee Bonds from China, Hong Kong, India, Korea,
Indonesia, Malaysia, the Philippines and Thailand as S&P Eligible Portfolio
Property within the meaning of the Articles Supplementary defining the terms of
the Fund's Auction Market Preferred Stock, Series W-7, in the amounts and at the
discount levels specified in the letter;
NOW THEREFORE, be it
RESOLVED, that the Articles Supplementary for the Fund's Auction Market
Preferred Stock, Series W-7 are hereby amended, as appropriate, to reflect the
terms of the Moody's Investor Service November 2, 1999 letter and the Standard &
Poor's September 11, 1998 and October 27, 1999 letters.
/s/ Malcom Fraser /s/ William Potter
------------------------ ------------------------
Malcom Fraser William J. Potter
/s/ Peter Sacks /s/ John T. Sheehy
------------------------ ------------------------
Peter D. Sacks John T. Sheehy
Dated: November 17, 1999
EXHIBIT (a)(13)
THE FIRST COMMONWEALTH FUND, INC.
ARTICLES SUPPLEMENTARY
THE FIRST COMMONWEALTH 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 14, 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 14th day of August, 2000.
THE FIRST COMMONWEALTH FUND, INC.
By: /s/ Brian Sherman
--------------------------------------------
Brian M. Sherman
Chairman
ATTEST
/s/ Sander M. Bieber
---------------------------
Sander M. Bieber
Assistant Secretary
EXHIBIT (b)(3)
ABERDEEN COMMONWEALTH INCOME 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........................................................2
Section 1. Place of Meeting.............................................2
Section 2. Annual Meetings..............................................2
Section 3. Special Meetings.............................................2
Section 4. Notice of Meetings...........................................3
Section 5. Quorum; Adjournment of Meetings..............................3
Section 6. Voting and Inspector.........................................4
Section 7. Stockholders Entitled to Vote................................5
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.............................................10
Section 3. Election....................................................11
Section 4. Vacancies and Newly Created Directorships...................12
Section 5. Removal.....................................................13
Section 6. Place of Meeting............................................13
Section 7. Annual and Regular Meetings.................................13
Section 8. Special Meetings............................................14
Section 9. Waiver of Notice............................................14
Section 10. Quorum and Voting...........................................15
Section 11. Action Without a Meeting....................................15
Section 12. Compensation of Directors...................................15
ARTICLE IV COMMITTEES.........................................................15
Section 1. Organization................................................15
Section 2. Proceedings and Quorum......................................16
ARTICLE V OFFICERS............................................................16
Section 1. General.....................................................16
Section 2. Election, Tenure and Qualifications.........................17
Section 3. Removal and Resignation.....................................17
Section 4. President...................................................17
Section 5. Chairman....................................................18
Section 6. Vice President..............................................18
Section 7. Treasurer and Assistant Treasurers..........................18
Section 8. Secretary and Assistant Secretaries.........................19
Section 9. Subordinate Officers........................................20
Section 10. Remuneration................................................20
Section 11. Surety Bonds................................................20
ARTICLE VI CAPITAL STOCK......................................................21
Section 1. Certificates of Stock.......................................21
Section 2. Transfer of Shares..........................................21
Section 3. Stock Ledgers...............................................21
Section 4. Transfer Agents and Registrars..............................22
Section 5. Fixing of Record Date.......................................22
Section 6. Lost, Stolen or Destroyed Certificates......................22
ARTICLE VII FISCAL YEAR AND ACCOUNTANT........................................23
Section 1. Fiscal Year.................................................23
Section 2. Accountant..................................................23
ARTICLE VIII CUSTODY OF SECURITIES............................................23
Section 1. Employment of a Custodian...................................23
Section 2. Termination of Custodian Agreement..........................24
ARTICLE IX INDEMNIFICATION....................................................24
Section 1. Indemnification of Directors, Officers, Employees
and Agents..................................................24
ARTICLE X AMENDMENTS..........................................................25
Section 1. General.....................................................25
BY-LAWS
OF
ABERDEEN COMMONWEALTH INCOME 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 Commonwealth Income
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.
-1-
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 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 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
-2-
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 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,
-3-
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.
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
-4-
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 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
-5-
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.
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
-6-
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.
(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
-7-
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 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.
-8-
(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.
(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 discretion of, and
-9-
all the powers of the Corporation shall be exercised by or under the 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
Board of Directors.
(a) Directors Elected by Common Stockholders. The Directors elected by
common stockholders at the 1992 Annual Meeting of Shareholders 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 annual
meeting held in 1993, the Class II Directors to be originally elected for a term
expiring at the annual meeting held in 1994 and the Class III Directors to be
originally elected for a term expiring at the annual meeting held in 1995. After
expiration of the terms of office specified for such 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.
(b) Directors Elected by Preferred Stockholders. At any meeting of
stockholders of the Corporation at which Directors are to be elected, the
holders of shares of preferred stock of all series, voting separately as a
single class, shall be entitled to elect two members of the Board
-10-
of Directors, and the holders of common stock, voting separately as a single
class, shall be entitled to elect the balance of the members of the Board of
Directors.
If at any time dividends on any outstanding preferred stock of any series
shall be unpaid in an amount equal to two full years' dividends, the number of
Directors constituting the Board of Directors shall automatically be increased
by the smallest number that, when added to the number of Directors then
constituting the Board of Directors, shall together with the two Directors
elected by the holders of preferred stock pursuant to the preceding paragraph,
constitute a majority of such increased number; and at a special meeting of
stockholders, which shall be called and held as soon as practicable, and at all
subsequent meetings at which Directors are to be elected, the holders of
preferred stock of all series voting separately as a single class shall be
entitled to elect the smallest number of additional Directors of the Corporation
who, together with the two Directors elected by the holders of preferred stock
pursuant to the preceding paragraph, will constitute a majority of the total
number of Directors of the Corporation so increased. If the Corporation
thereafter shall pay, or declare and set apart for payment, in full all
dividends accrued and payable on all outstanding shares of preferred stock of
all series for all past dividend periods, the voting rights stated in this
paragraph shall cease, and the terms of office of all additional Directors
elected by the holders of preferred stock shall terminate automatically.
Section 3. Election. At the first annual meeting of stockholders and at each
annual meeting thereafter, Directors to be elected by common shareholders and
Directors to be elected by
-11-
preferred stockholders shall be elected by vote of the holders of a majority of
the shares of each respective class of stock present in person or by proxy and
entitled to vote thereon.
Section 4. Vacancies and Newly Created Directorships.
(a) Directors Elected by Common Stockholders. Any vacancy, by reason of
death, resignation, removal or otherwise, in the office of any Director elected
by the holders of shares of common stock, or any vacancy resulting from an
increase in the number of Directors elected by the holders of shares of common
stock, may be filled solely by the affirmative vote of a majority of the
remaining Directors (or Director) so elected, even if the remaining directors so
elected do not constitute a quorum.
(b) Directors Elected by Preferred Stockholders. Any vacancy, by reason of
death, resignation, removal or otherwise, in the office of any Director elected
by the holders of shares of preferred stock, or (subject to the provisions of
Section 2(b) of Article III) any vacancy resulting from an increase in the
number of Directors elected by the holders of shares of preferred stock, may be
filled solely by the remaining Directors (or Director) so elected, even if the
remaining Directors so elected do not constitute a quorum; provided, however, if
preferred stock of any series is issued and, at the time of such issuance, no
existing Directors have been elected by preferred stockholders, then a majority
of the Corporation's Directors, whether or not sufficient to constitute a
quorum, may fill such vacancy or vacancies.
(c) Notwithstanding the foregoing, the provisions in (a) and (b) above, are
contingent upon the condition that immediately after filling any such vacancy,
at least two-thirds (2/3) of the
-12-
total 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 a majority
of the total 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 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 of any class of stock may, by the
affirmative vote of the holders of at least two-thirds (2/3) of the votes
entitled to be cast thereon, remove for cause any Director or Directors of the
class from office.
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
-13-
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 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 the meeting.
-14-
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 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
-15-
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 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 reclassification 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,
-16-
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 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
-17-
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, 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
-18-
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.
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.
-19-
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.
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.
-20-
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
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.
-21-
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 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
-22-
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.
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
-23-
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 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 Directors, Officers, 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
-24-
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.
ARTICLE X
----------
AMENDMENTS
----------
Section 1. General. Except as otherwise provided in the Charter or any Articles
Supplementary of the Fund, 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.
-25-
EXHIBIT (g)(4)
THE FIRST COMMONWEALTH FUND, INC.
MANAGEMENT AGREEMENT
AGREEMENT executed this 21st day of December 2000, between The First
Commonwealth 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 current 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. The
Investment Manager 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
0.65% of the Fund's average weekly net assets applicable to shares of common
stock and shares of preferred stock up to $200 million, 0.60% of such amounts
between $200 million and $500 million and 0.55% of such assets in excess of $500
million, computed based upon net asset value applicable to shares of common
stock and shares of preferred stock determined weekly and payable on the first
business day of each calendar month it being understood that the portion of the
fee which is equal to the percentage of the Fund's net assets, measured at the
end of each week, held in securities (or cash) denominated in the currencies of
Australia and New Zealand, Canada, and the United Kingdom shall be paid to the
Investment Manager in, respectively, the currencies of Australia, Canada and the
United Kingdom. For the purpose of determining the fees payable to the
Investment Manager hereunder, the value of the Fund's net assets shall be
computed initially at the times and in the manner specified in the Fund's
registration statement on Form N-2, as such times and manner may be amended from
time to time by action of the Fund's Board.
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 Officers and Directors 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. Scope of Engagement. The Investment Manager hereby agrees that the Fund,
may, at any time, upon at least 60 days' notice, advise the Investment Manager
that it wishes to limit the scope of the Investment Manager's engagement
hereunder to that of managing the Fund's investments solely with respect to
securities denominated in certain stipulated currencies, in which case the fee
otherwise payable to the Investment Manager as provided in Paragraph 1.2 hereof
shall be reduced to reflect the proportion of the Fund's aggregate net assets
measured at the end of each week which are denominated in the stipulated
currencies.
6. 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).
7. Miscellaneous.
7.1 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.
7.2 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.
7.3 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.
7.4 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 COMMONWEALTH FUND, INC.
By: /s/ Martin Gilbert
-----------------------------------------
Title: Director
EQUITILINK INTERNATIONAL MANAGEMENT LIMITED
By: /s/ David Manor
----------------------------------------
Title: Managing Director
EXHIBIT (g)(5)
THE FIRST COMMONWEALTH FUND, INC.
INVESTMENT ADVISORY AGREEMENT
AGREEMENT executed this 21st day of December 2000, among The First
Commonwealth 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 and others 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 certain of 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 To the extent requested by the Investment Manager, the Investment
Adviser will make recommendations to the Investment Manager as to the-overall
structure of the Fund's portfolio, including asset allocation advice and general
advice on investment strategy relating to the Fund's overall investment
objectives. 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 For the services rendered to the Investment Manager under Section 1.1
hereof, the Investment Manager will pay the Investment Adviser a fee computed at
the annual rate of 0.15% of the Fund's average weekly net assets, computed based
upon net asset value applicable to shares of common stock and shares of
preferred stock determined weekly and payable on the first business day of each
calendar month.
1.3 To the extent requested by the Investment Manager, the Investment
Adviser will make recommendations to the Investment Manager as to specific
portfolio securities 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.
1.4 For the services rendered to the Investment Manager under Section 1.3
hereof, the Investment Manager will pay the Investment Adviser a fee computed at
the annual rate of up to 0.10% of the Fund's average weekly net assets computed
based upon net asset value applicable to shares of common stock and shares of
preferred stock determined weekly and payable on the first business day of each
calendar month; it being understood that any such fee shall be reduced by the
amount, if any, that the Investment Manager may pay other entities for rendering
any of the services contemplated by Section 1.3 hereof.
1.5 For the purpose of determining the fees payable to the Investment
Adviser hereunder, the value of the Fund's net assets shall be computed
initially at the times and in the manner specified in the Fund's Registration
Statement an Form N-2, as such times and manner may be amended from time to time
by action of the Fund's Board.
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 Manager or the 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 COMMONWEALTH FUND. INC.
By: /s/ Martin Gilbert
----------------------------------
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)(2)
AMENDMENT TO CUSTODIAN CONTRACT
This Amendment to the Custodian Contract is made as of December 4, 1998 by
and between The First Commonwealth 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 February 20, 1992 (as amended and in effect from time to time, the
"Contract"); and
WHEREAS, the Fund is authorized to issue shares in separate series, with
each such series representing interests in a separate portfolio of securities
and other assets, and the Fund has made Australian and New Zealand Portfolio,
United Kingdom Portfolio, Canadian Portfolio and United States Portfolio subject
to the Contract (each such series, together with all other series subsequently
established by the Fund and made subject to the Contract in accordance with the
terms thereof, shall be referred to as a "Portfolio", and, collectively, the
"Portfolios"); 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 each of
the Portfolios 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:
1. 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.
2. 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 Portfolios' 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 Portfolios'
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 each Portfolio.
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 assets of each Portfolio, 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 a Portfolio 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 Portfolio 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 a Portfolio 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 a Portfolio, 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, on behalf of the Portfolios, 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 a Portfolio.
----------------------------------------------------------
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 Portfolios 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 each Portfolio.
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 a
Portfolio 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 Portfolios 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 Portfolios 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 Portfolios, 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 Portfolios which are maintained in such account shall identify
those securities as belonging to the Portfolios 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 a Portfolio 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 Portfolio 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 Portfolio;
(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 Portfolio; (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 Portfolio 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 a Portfolio in the following cases only:
(i) upon the purchase of foreign securities for the Portfolio, 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 Portfolio;
(iii) for the payment of any expense or liability of the Portfolio
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 Portfolio, 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 a Portfolio and delivery
of Foreign Assets maintained for the account of a Portfolio 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 (on
behalf of the applicable Portfolio) 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 (on behalf of the applicable Portfolio) 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 a Portfolio 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 a Portfolio 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 Portfolio.
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 a
Portfolio shall be entitled and shall credit such income, as collected, to the
Portfolio. 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 a Portfolio. 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 Portfolio 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 and any applicable Portfolio 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 Portfolios
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 Portfolios or the
Custodian as custodian of such Portfolios 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 and the Portfolios, 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
By: /s/ Ronald E. Logue
/s/ Marc L. Parsons ---------------------------------
------------------------------- Name: Ronald E. Logue
Marc L. Parsons Title: Executive Vice President
Associate Counsel
WITNESSED BY: THE FIRST COMMONWEALTH FUND, INC.
/s/ Dominique Andemars By: /s/ David Manor
------------------------------- -----------------------------------
Name: Dominique Andemars 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 Hongkong 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 The Hongkong and Shanghai Banking --
of China 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 Hongkong 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 Hongkong and Shanghai
Banking Corporation Limited)
Kenya Barclays Bank of Kenya Limited --
Republic of The Hongkong and Shanghai Banking
Korea Corporation Limited
Latvia JSC Hansabank-Latvija --
Lebanon British Bank of the Middle East (as
delegate of The Hongkong and Shanghai
Banking Corporation Limited)
Lithuania Vilniaus Bankas AB --
Malaysia Standard Chartered Bank --
Malaysia Berhad
Mauritius The Hongkong 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 Hongkong 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 Comercial 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 Hongkong 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
Uruguay Citibank, N.A. --
Venezuela Citibank, N.A. --
Zambia Barclays Bank of Zambia Limited --
Zimbabwe Barclays Bank of Zimbabwe Limited --
12/31/98
SCHEDULE A
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS AND NON-MANDATORY DEPOSITORIES
Euroclear (The Euroclear System)/State Street London Limited
Cedel, S.A. (Cedel Bank, societe anonyme)/State Street London Limited
INTERSETTLE (for EASDAQ Securities)
SCHEDULE B
STATE STREET
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 Brasileira de Liquidacao e Custodia (CBLC)
Bolsa de Valores de Rio de Janeiro
All SSB clients presently use CBLC
Central de Custodia e de 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
Effectenverkeer 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 AB (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.
11/20/98
SCHEDULE C
MARKET INFORMATION
Publication/Type of Information Brief Description
(Frequency)
The Guide to Custody in World Markets An overview of safekeeping and settlement
(annually) practices and procedures in each market
in which State Street Bank and Trust Company
offers custodial services.
Global Custody Network Review Information relating to the operating history
(annually) and structure of 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
(annually) and Trust 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 With respect to markets in which State Street Bank
necessary): 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)(3)
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 Commonwealth
Income 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 Commonwealth
Income 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 Commonwealth
Income 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 Commonwealth
Income 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 Commonwealth
Income 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 Commonwealth
Income 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 Commonwealth
Income 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 Commonwealth
Income 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 Commonwealth
Income 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 Commonwealth
Income 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/ Warren C. Smith 6/12/01
--------------------------------------- --------------------------------
Signature Date
Warren C. Smith
--------------------------------------
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 Commonwealth
Income 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 Commonwealth
Income 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 Commonwealth
Income 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
Dr. 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 Commonwealth
Income 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 Commonwealth
Income 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
------------------------------ -----------------------------------
Signature Date
David Lindsay Elsum
------------------------------
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 Commonwealth
Income 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
---------------------------------- -------------------------
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 Commonwealth
Income 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 6/12/01
-------------------------------- ---------------------------------
Signature Date
Michael Karagianis
--------------------------------
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 Commonwealth
Income 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/ E. Duff Scott 6/12/01
------------------------------ ----------------------------------
Signature Date
E. Duff Scott
-------------------------------
Printed Name