INVESTMENT ADVISORY AGREEMENT
THE EMERGING MARKETS TELECOMMUNICATIONS FUND, INC.
November 3, 2000
Credit Suisse Asset Management, LLC
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
The Emerging Markets Telecommunications Fund, Inc. (formerly known as
The Emerging Markets Infrastructure Fund, Inc.) (the "Company"), a
corporation organized under the laws of the State of Maryland, herewith
confirms its agreement with Credit Suisse Asset Management, LLC (the
"Adviser"), a limited liability company organized under the laws of the
State of Delaware, as follows:
1. Investment Description; Appointment
The Company desires to employ its capital by investing and reinvesting
in investments of the kind and in accordance with the limitations
specified in its Articles of Incorporation, as may be amended from
time to time, and in its Registration Statement as from time to time
in effect (including its Registration Statement on Form N-14 as
declared effective by the Securities and Exchange Commission o
n September 1, 2000), and in such manner and to such extent as may
from time to time be approved by the Board of Directors of the Company.
Copies of the Company's Registration Statement and Articles of
Incorporation have been or will be submitted to the Adviser. The
Company agrees to provide copies of all amendments to the Company's
Registration Statement and Articles of Incorporation to the Adviser
on an ongoing basis. The Company desires to employ and hereby
appoints the Adviser to act as investment adviser to the Company.
The Adviser accepts the appointment and agrees to furnish the
services described herein for the compensation set forth below.
2. Services as Investment Adviser
Subject to the supervision and direction of the Board of Directors
of the Company, the Adviser will (a) act in accordance with the
Company's Articles of Incorporation, the Investment Company Act
of 1940 and the Investment Advisers Act of 1940, as the same may
from time to time be amended, (b) manage the Company's assets in
accordance with its investment objective and policies as stated in
the Company's Registration Statement as from time to time in effect,
(c) make investment decisions and exercise voting rights in respect
of portfolio securities for the Company, (d) place purchase and sale
orders on behalf of the Company for all investments and (e) borrow
money on behalf of and in the name of the Company within the limits
established in the Company's Articles of Incorporation and the
Registration Statement as from time to time in effect. In providing
these services, the Adviser will provide investment research and
supervision of the Company's investments and conduct a continual
program of investment, evaluation and, if appropriate, sale and
reinvestment of the Company's assets. In addition, the Adviser
will furnish the Company with whatever statistical information the
Company may reasonably request with respect to the securities that
the Company may hold or contemplate purchasing.
3. Brokerage
In executing transactions for the Company and selecting brokers or
dealers, the Adviser will use its best efforts to seek the best
overall terms available. In assessing the best overall terms
available for any Company transaction, the Adviser will consider
all factors it deems relevant including, but not limited to,
breadth of the market in the security, the price of the security,
the financial condition and execution capability of the broker or
dealer and the reasonableness of any commission for the specific
transaction and on a continuing basis. In selecting brokers or
dealers to execute a particular transaction and in evaluating the
14best overall terms available, the Adviser may consider the brokerage
and research services (as those terms are defined in Section 28(e)
of the Securities Exchange Act of 1934) provided to the Company
and/or other accounts over which the Adviser or an affiliate
exercises investment discretion.
4. Information Provided to the Company
The Adviser will keep the Company informed of developments
materially affecting the Company, and will, on its own initiative,
furnish the Company from time to time with whatever information
the Adviser believes is appropriate for this purpose.
5. Standard of Care
The Adviser shall exercise its best judgment in rendering the
services described in paragraphs 2 and 3 above. The Adviser shall
not be liable for any error of judgment or mistake of law or for
any loss suffered by the Company in connection with the matters to
which this Agreement relates, provided that nothing herein shall be
deemed to protect or purport to protect the Adviser against any
liability to the Company or its shareholders to which the Adviser
would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence on its part in the performance of its
duties or from reckless disregard by it of its obligations and
duties under this Agreement ("disabling conduct"). The Company
will indemnify the Adviser against, and hold it harmless from,
any and all losses, claims, damages, liabilities or expenses
(including reasonable counsel fees and expenses) not resulting
from disabling conduct by the Adviser. Indemnification shall be
made only following: (i) a final decision on the merits by a court
or other body before whom the proceeding was brought that the
Adviser was not liable by reason of disabling conduct or (ii) in
the absence of such a decision, a reasonable determination, based
upon a review of the facts, that the Adviser was not liable by
reason of disabling conduct by (a) the vote of a majority of a
quorum of directors of the Company who are neither "interested
persons" of the Company nor parties to the proceeding ("disinterested
non-party directors") or (b) an independent legal counsel in a
written opinion. The Adviser shall be entitled to advances from
the Company for payment of the reasonable expenses incurred by it
in connection with the matter as to which it is seeking
indemnification in the manner and to the fullest extent permissible
under the Maryland General Corporation Law. The Adviser shall
provide to the Company a written affirmation of its good faith
belief that the standard of conduct necessary for indemnification
by the Company has been met and a written undertaking to repay
any such advance if it should ultimately be determined that the
standard of conduct has not been met. In addition, at least one
of the following additional conditions shall be met: (a) the Adviser
shall provide security in form and amount acceptable to the Company
for its undertaking; (b) the Company is insured against losses
arising by reason of the advance; or (c) a majority of a quorum
of the full Board of Directors of the Company, the members of
which majority are disinterested non-party directors, or independent
legal counsel, in a written opinion, shall have determined, based
on a review of facts readily available to the Company at the time
the advance is proposed to be made, that there is reason to believe
that the Adviser will ultimately be found to be entitled to
indemnification.
6. Compensation
6.1 In consideration of the services rendered
pursuant to this Agreement, the Company will pay the
Adviser within five business days after the end of
each calendar quarter, a fee for the previous quarter
computed at an annual rate of 1.25% of the first US$
100 million of the Company's "Average Weekly Base
Amount" (as defined below), 1.125% of the next US$
100 million and 1.00% of amounts above US$ 200
million.
6.2(a) "Average Weekly Base Amount" for any quarter
is the average of the lesser of (A) "Market Value" of
the Company's outstanding shares, and (B) the
Company's net assets, in each case determined as
of the last trading day for each week during that
quarter.
(b) "Market Value" of the Company's
outstanding shares will be determined as
follows:
(i) if the Company's shares are listed
or traded on any national securities exchange
or on the Nasdaq National Market, the shares
shall be valued at the last sale price on the
exchange or market on which they are
principally traded, on the valuation date;
if there is no sale on the valuation date,
the shares shall be valued at the mean
between the closing bid and asked price;
(ii) if the Company's shares are traded
over-the-counter but are not listed or
traded on any national securities exchange
or on the Nasdaq National Market, the
shares shall be valued at the last sale price
on the valuation date or, if no sale occurs
on that date, at the last bid price; or
(iii) if the Company's shares are not
listed or traded on any recognized securities
market or over-the-counter, the shares shall
be deemed to have the same value as the
underlying net assets of the Company as of
the valuation date.
The Adviser may retain the services of consultants in appropriate
circumstance and any costs associated with such consulting
arrangements shall be borne solely by the Adviser.
6.3 Upon any termination of this Agreement before the end of
a quarter, the fee for such part of that quarter shall be prorated
according to the proportion that such period bears to the full
quarterly period and shall be payable upon the date of termination
of this Agreement. For the purpose of determining fees payable to
the Adviser, the value of the Company's net assets shall be computed
at the times and in the manner specified in the Company's Registration
Statement as from time to time in effect.
7. Expenses
The Adviser will bear all expenses in connection with the performance
of its services under this Agreement. The Company will bear certain
other expenses to be incurred in its operation, including:
organizational expenses, expenses for legal and independent
accountants' services; insurance premiums; outside auditing,
accounting and pricing costs; costs of maintenance of the Company's
existence; costs attributable to investor services, including,
without limitation, telephone and personal expenses; costs of
printing stock certificates; costs of printing proxies; costs of
shareholders' reports and meetings of the shareholders of the
Company and of the officers or Board of Directors of the Company;
charges of the custodians, any sub-custodians and the transfer and
dividend-paying agent; expenses in connection with the Dividend
Reinvestment and Cash Purchase Plan; Securities and Exchange
Commission fees and fees of emerging country regulatory bodies;
fees and expenses of unaffiliated directors; accounting and pricing
costs; membership fees in trade associations; fidelity bond coverage
for the Fund's officers and employees directors' and officers' errors
and omissions insurance coverage; interest; brokerage costs and
stock exchange fees; taxes; stock exchange listing fees and expenses;
expenses of qualifying the Fund's shares for sale in various states
and foreign jurisdictions; litigation and other extraordinary or
non-recurring expenses and other expenses properly payable by the
Fund.
8. Services to Other Companies or Accounts
The Company understands that the Adviser now acts, will continue to
act or may act in the future as investment adviser to fiduciary and
other managed accounts or as investment adviser to one or more other
investment companies (the "CSAM Accounts"), and the Company has no
objection to the Adviser so acting, provided that whenever the
Company and one or more other accounts or investment companies
advised by the Adviser have available funds for investment
, investments suitable and appropriate for each will be allocated
in accordance with procedures believed to be equitable to each
entity. Similarly, opportunities to sell securities will be
allocated in an equitable manner. The Company recognizes that
in some cases this procedure may adversely affect the size of the
position that may be acquired or disposed of for the Company and
the Adviser agrees to report to the Board of Directors of the Company
on a quarterly basis whenever the Company and a CSAM Account are
allocated portions of the same investment opportunity and will review
with the Board of Directors of the Company the basis for each such
allocation. In addition, the Company understands that the persons
employed by the Adviser to assist in the performance of the Adviser's
duties hereunder will not devote their full time to such service and
nothing contained herein shall be deemed to limit or restrict the
right of the Adviser or any affiliate of the Adviser to engage in
and devote time and attention to other businesses or to render
services of whatever kind or nature.
9. Term of Agreement
This Agreement shall become effective as of the date hereof and shall
continue for an initial two-year term and shall continue from year to
year thereafter so long as such continuance is specifically approved
at least annually by (i) the Board of Directors of the Company or
(ii) a vote of a "'majority" (as defined in the Investment Company
Act of 1940) of the Company's outstanding voting securities, provided
that in either event the continuance is also approved by a majority
of the Board of Directors who are not "interested persons" (as
defined in said Act) of any party to this Agreement, by vote cast
in person at a meeting called for the purpose of voting on such
approval. This Agreement is terminable, without penalty, on 60 days'
written notice, by the Board of Directors of the Company or by the
Adviser or by vote of holders of a majority of the Company's shares.
This Agreement will also terminate automatically in the event of
its assignment (as defined in said Act).
10. Independent Contractor Status
The Adviser shall for all purposes herein be deemed to be an
independent contractor and shall, unless otherwise expressly provided
herein or authorized by the Board of Directors of the Company from
time to time, have no authority to act for or represent the Company
in any way or otherwise to be deemed an agent of the Company.
11. Entire Agreement
This Agreement constitutes the entire agreement between the parties
hereto.
12. Changes in Membership
The Adviser shall notify the Company of any change in the membership
of the Adviser within a reasonable time after such change.
13. Governing Law
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the state of New York without giving
effect to the conflicts of laws principles thereof.
14. Counterparts
This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same original.
If the foregoing accurately sets forth our agreement, kindly indicate
your acceptance hereof by signing and returning the enclosed copy
hereof.
Very truly yours,
THE EMERGING MARKETS
TELECOMMUNICATIONS FUND, INC.
By:
Name:
Title:
Accepted:
CREDIT SUISSE ASSET MANAGEMENT, LLC
By:
Name:
Title:
780520.4
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