UH Consultores y Auditores de Empresas
Blanco 1663 Oficina 1103, Valparaiso
Bucarest 46 Oficina 21, Providencia, Santiago
Chile
Teléfono (86-32) 2155100
(56-2) 3630739
Fax (56-32) 2155115
Email contactosíiceya.cl
Web www.ceya.cl
HECHO RELEVANTE
s O E
SEÑOR 2011040066797 TAN
Fernando Coloma Correa 21/04/2011 – 09:06 Operador: ESALINA
SUPERINTENDENTE Nro. Inscrip:502 – Depto. Auditoría Financiero
Superintendencia de Valores y Seguros YOR DROS
Presente
Ref: Incorporación de Consultores y
Auditores de Empresas a UHY International
Limited.
Estimado señor:
De acuerdo a lo establecido en la Norma de Carácter General N” 275 de fecha 19 de enero de
2010, en su Sección N? V letra A, referido a Divulgación de Hechos o Informaciones Relevantes, a
través de la presente, estamos en condiciones de señalar el siguiente hecho relevante de nuestra
firma Consultores y Auditores de Empresas Ltda.
Con fecha 14 de marzo de 2011, nuestra firma Consultores y Auditores de Empresas Ltda. Número
de Registro REAE N” 032, se incorpora como firma afiliada a UHY International Limited.
Se adjunta Acuerdo de Adherencia como firma miembro afiliada.
Quedamos a su disposición para aclarar o complementar el contenido de la presente.
Saluda atentamente a usted.
UHY-CEZA Consultores y Auditores de Empresas
Franco Dall’Orso ES –
Socio
Valparaíso, 14 de abril de 2011.
A member of UHY, an international association of independent accounting and consulting firms
UH International
UHY international Limited
DEED OF ADHERENCE — AFFILIATE MEMBER
THIS DEED OF ADHERENCE is made on Ma of Mack 2011
BY CE£A Consultores y Auditores de Empresas of Blanco 1663, Oficina 1103, Valparaíso,
Chile (the “Affiliate Member”).
SUPPLEMENTAL to an agreement dated 6 March 1999 (and amended and restated on 23
October 2010) and made between (1) UHY ADVISORS, INC (2) UHY HACKER YOUNG
LLP and (3) URBACH HACKER YOUNG INTERNATIONAL LIMITED (the “Company”)
(the “Constitution Agreement”).
THIS DEED WITNESSES that:
Deed of Adherence – CESA Consultores y Auditores de Empresas.docx Page 1 of6
2.1
2.2
5.2
Adbherence
The Affiliate Member hereby confirms that it has been supplied with a copy of the
Constitution Agreement and hereby covenants with the Company and with each of the
firras from time to time being Members (whether Full, Associate or Affiliated) of the
Company (the “Existing Members”) to observe perform and be bound by all the terms
of the Constitution Agreement which are capable of applying to the Affiliate Member
to the intent and effect that the Affiliate Member shall be deemed with effect from the
date on which the Affiliate Member is registered as a member of the Company to be a
party to the Constitution Agreement and to be an Affiliate Member (as defined in the
Constitution Agreement).
Fees
The Affiliate Member shall pay the following fees:
annual fees as set out in the Schedule to this. Deed (or such other annual fees as the
Board may from time to time determine); and
referral fees to the. Company of 10% (or such other percentage as the Board of the
Company may from time to time determine). of any fees eamed by the Affiliate
Member where the originating client is a client of an Existing Member.
Affiliated Member’s Associates
The Affiliate Member may not hold out that any firm affiliated’or otherwise associated
with the Affiliate Member (unless itself party to a Deed of Adherence with UHY) is a
Member of the Company.
Indemmity
The Affiliate Member shall indemnify and hold harmless the Company against all and
any losses, costs, expenses, damages, claims, liabilities, demands or other consequence,
however remote, suffered or incurred by the Company arising directly or indirectly out
of the conduct, act or omission of the Affiliate Member, as determined by the
Company.
Trade Marks
The Name, Logo and Initials (each as defined in the Constitution Agreement) (together,
the “Trade Marks”) and all other intellectual property of the Company (together with
the Trade Marks, the “Intellectual Property”) whether registered or not shall remain the
property. of the Company.
The Affiliate Member shall use the Trade Marks strictly in accordance with the
Constitution Agreement. Except as expressly provided in this Deed or the Constitution
Agreement, the Affiliate Member shall not acquire any rights in the Trade Marks or the
Intellectual Property. Al such rights and all goodwill associated with the Trade Marks
and the Intellectual Property are and shall remain vested in’the Company.
Deed of Adherence – CERA Consultores y Auditores de Empresas. docx Page2ot6
53
5.4
7A
72
The Affiliate Member shall not:
531 use any of the Trade Marks in any way which might prejudice their
distinctiveness or validity or the goodwill of the Company in the Trade Marks;
or
53.2 either during or after the termination of this Deed:
() use, adopt or register in the Territory any trade marks or trade names so
resembling any trade mark or trade name of the Company or any of the
Existing Members as to be likely to cause confusion or deception; or
(ii) register or apply to register in lts own name any of the Trade Marks, or
any of the Intellectual Property
and this Clause 5.3 shall continue in force after and despite the termination of this
Deed whatever the reason for such termination.
The Affiliate Member shall immediately discontinue all use of the Trade Marks and the
Intellectual Property on the termination of this Deed.
Publications
The Company may record that the Affiliate Member is its representative member in
Chile in any publication produced by the Company. The Affiliate Member is
authorised only during the period in which this Deed is in force to indicate lts
Membership of the Company in any of lts own publications provided that upon
termination or expiry of this Deed for whatever reason the Affiliate Member shall
immediately cease any use of or reference to the name “Urbach Hacker Young
International Limited” and/or the initials and logo “UHY” or any variation thereof and
shall also cease to make any reference to its being an Affiliate Member of the Company
or having any other connection with the Company.
Termination
This Deed-of Adherence shall terminate automatically on either:
the expulsion or withdrawal of the Affiliate Member under the Constitution
Agreement; or
the Affiliate Member ceasing to be affiliated to the relevant Member and the decision of
the Board on whether the Affiliate Member has so ceased shall be final and binding.
Prior Agreeménts
This Deed shall supersede all prior agreements between the parties with respect to any
Of the matters concerning or touched upon by this Deed despite anything to the
contrary contained in such agreements.
Deed of Adherence – CEKA Consultores y Auditores de Empresas.docx Poge3 of 6
9.2
93
9.4
10.
1
12
General
“This Deed is personal to the Affiliate Member and the Affiliate Member shall not
assign any of its rights or interests hereunder.
“This Deed shall not be altered, changed, supplemented or amended except by written
instrument signed by the Affiliate Member and the Company.
This Deed is severable in that if any provision hereof is determined to be illegal or
unenforceable by the tribunal of the London Court of International Arbitration or any
court of competent jurisdiction then the offending provision shall be struck out
without affecting the remaining provisions of this Deed,
Nothing in this Deed shall be construed as creating a partnership between the Affiliate
Member and the Company and/or the Existing Members or as constituting the Affiliate
Member, the Existing Members and/or the Company as the agent of any of the others
for any purpose whatsoever. Nothing in this Deed shall be construed as authorising
the Affiliate Member to bind the Company or any of the Existing Members or-to
contract ín thé name-of or create a liability against the Company or any of the Existing
Members in any way or for any purpose.
Arbitration
Any dispute controversy or claim arising out of or relating hereto shall be referred to
and finally resolved by arbitration under the Rules of the London Court of
International Arbitration, which Rules are deemed to be incorporated by reference into
this clause. The tribunal shall consist ofa sole arbitrator, The place of arbitration shall
be London. The language of the arbitration shall be English. Such arbitration shall be
final and binding upon the Company, the Existing Members and the Affiliate Member,
Additional Agreements
Further to the agreements established hereín, CESA Consultores y Auditores de
Empresas agrees:
+ To give due consideration within two years of admittance to UHY membership to
re-branding to include the UHY initíals ín the firm name
Governing Law
This Deed shall be governed by and construed in accordance with. the laws of England.
EXECUTED as a deed the day and year first before writien.
Deed of Adherenco CESA Consoltores y Auditores de Empresas. docx Page dotó
SCHEDULE
Full Member with which associated:
UHY Macro Consultores
Román Díaz 205 piso 7, Santiago, Chile
Annual fees
(For 2011-2013 and subject to change at the discretion of the UHY Board ef Directors)
– Fins fegincome: | Band Annual fee
from to
$0.25m 0 $2,000
$0.25m $0.5m 1 $2,750
$0.5m Sim 2 $3,750
$lm $5m 3 $3,750 plus
0.18% on fee income over $lm
$5m $10m 4 $10,950 plus
0.17% on fee income over $5m
$10m $20m 5 $19,450 plus
0.155% on fee income over $10m
$20m $30m 6 $34,950 plus
0.13% on fee income over $20m
$30m $40m 7 $47,950 plus
0.075% on fee income over $30m
$40m $50m 8 $55,450 plus
0.05% on fee income over $40m
$50m $100m 9 $60,450 plus
0.04% on fee income over $50m
$100m $300m 10 $80,450 plus
0.035% on fee income over $100m
A Full Member and any associated Affiliated Members are treated as a single entity and the
annual fee is calculated on the aggregate fee income of the Full Member and Affiliated
Members. The Full Member is responsible for payment of the annual fee.
Deed of Adherence – CESA Consultores y Auditores de Empresas. docx Pagedofe
SIGNED and DELIVERED )
asa Deed by )
Signed as a deed on behalf of CE£:A Consultores y Auditores de Empresas, a company
based in Chile that is incorporated, majority-owned or legally governed by the under
mentioned signatories to this agreement, being a person who, in accordance with the laws of
said country, is acting under its authority and can enable it to lawfully enter into, exercise its
rights and perform.its obligations under this deed:
== SS
Authorised Signature:
Printed Name; Franco Dall’Orso Barría
Title (Partner, Director, Secretary, etc.): nacio ali.
Date: Faell (1% Zoe
Deed of Adherente CERA Consultores y Auditores de Empresas.dock Page 6.0f 6
Link al archivo en CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=a5572026176583a03f8a461d75ef806dVFdwQmVFMVVRVEJOUkVFeVRtcGpOVTUzUFQwPQ==&secuencia=-1&t=1682366909
