INVESTMENT SUB-ADVISORY AGREEMENT
November 10, 2000
Celfin Servicios Financieros S.A.
Xxxxxxxxx 0000, Xxxx 00
Xxxxxxxx
Xxxxx
Dear Sirs:
The Latin America Equity Fund, Inc. (formerly known as The Latin
America Investment Fund, Inc.) (the "Company"), a corporation
organized under the laws of the state of Maryland, and Credit Suisse
Asset Management, LLC ("CSAM"), a limited liability company organized
under the laws of the state of Delaware and the investment adviser to
the Company, each herewith confirms its agreement with Celfin
Servicios Financieros S.A. (the "Sub-Adviser") 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 amended
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 on 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, as
amended, have been or will be submitted to the Sub-Adviser. The
Company agrees to provide copies of all amendments to the Company's
Registration Statement and Articles of Incorporation to the
Sub-Adviser on an on-going basis. The Company and CSAM desire to
employ and hereby appoint the Sub-Adviser to act as investment
sub-adviser to the Company with respect to Chilean investments.
The Sub-Adviser accepts the appointment and agrees to furnish the
services described herein for the compensation set forth below.
2. Services as Investment Sub-Adviser
Subject to the supervision and direction of the Board of Directors of
the Company and of CSAM, the Sub-Adviser will (a) act in conformity
with the Company's Articles of Incorporation, the U.S. Investment
Company Act of 1940 and the U.S. Investment Advisers Act of 1940, as
the same may from time to time be amended, and (b) provide the
following services: (1) furnishing advice and making recommendations
to CSAM regarding the purchase and sale of Chilean securities, (2)
providing CSAM with statistical, research and other factual data for
their use in connection with the Company's investment program in
Chile, (3) identifying Chilean regulatory and other Chilean
governmental requirements applicable to the Company in connection
with the Company's investment activities in Chile, (4) monitoring
the execution of transactions and the settlement and clearance of
the Company's Chilean securities transactions and (5) providing
information regarding corporate actions, repatriation restrictions,
currency restrictions and other matters relating to the Company's
Chilean holdings as may be requested by the Company or CSAM from
time to time.
3. Information Provided to CSAM
The Sub-Adviser will keep CSAM informed of developments in Chile
materially affecting the Company, and will, on its own initiative,
furnish CSAM from time to time with whatever information the
Sub-Adviser believes is appropriate for this purpose.
4. Standard of Care
The Sub-Adviser shall exercise its best judgment in rendering the
services described in paragraphs 2 and 3 above. The Sub-Adviser
shall not be liable for any error of judgment or mistake of law or
for any loss suffered by the Company or CSAM in connection with the
matters to which this Agreement relates, provided that nothing herein
shall be deemed to protect or purport to protect the Sub-Adviser
against any liability to CSAM, the Company or its shareholders to
which the Sub-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.
5. Compensation
In consideration of the services rendered pursuant to this Agreement,
CSAM will pay the Sub-Adviser within five business days after the end
of each calendar quarter during the term of this Agreement, a fee for
the previous quarter computed monthly at an annual rate of .25 of
1.00% of the Company's average weekly net assets invested in Chilean
securities, less the "Discount Adjustment Amount." For purposes of
this Agreement, the "Discount Adjustment Amount" shall mean the
product of (x) the quarterly fee otherwise due to the Sub-Adviser
hereunder, and (y) a fraction, the numerator of which is the amount
by which the investment advisory fee payable to CSAM by the Company
for the corresponding quarter has been reduced, pursuant to the terms
of the Investment Advisory Agreement between the Company and CSAM, as
a consequence of the market value of the Company's outstanding shares
trading at a discount to the Company's net asset value, and the
denominator of which is the investment advisory fee that would have
been payable to CSAM for that quarter if no such reduction was
required by the terms of that agreement. If the Investment Advisory
Agreement between the Company and CSAM at any time no longer requires
any such adjustment, the Discount Adjustment Amount hereunder shall
be zero..
Pursuant to the terms of the Investment Advisory Agreement between
the Company and CSAM of even date herewith, CSAM may direct the
Company to pay the Sub-Adviser directly amounts owing under this
Agreement in Chilean pesos at the "dolar observado" rate on the date
of payment or, if such rate ceases to be calculated in Chile, at
an exchange rate commonly utilized in lieu of the "dolar observado"
rate. Other than in this instance, the Sub-Adviser shall have no
right to obtain compensation directly from the Company for services
provided hereunder and agrees to look solely to CSAM for payment of
fees due. 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 Sub-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.
6. Expenses
The Sub-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, taxes, interest, brokerage costs
and commissions and stock exchange fees; fees of directors of the
Company who are not officers, directors or employees of the
Sub-Adviser, CSAM, any other sub-investment adviser or any of their
affiliates; U.S. Securities and Exchange Commission fees, state Blue
Sky qualification fees; charges of custodians, sub-custodians and
transfer and dividend disbursing agents; expenses in connection with
the Company's Dividend Reinvestment and Cash Purchase Plan; insurance
premiums; outside auditing, pricing and legal expenses; costs of
maintenance of the Company's existence; costs attributable to investor
services, including, without limitation, telephone and personnel
expenses; costs of printing stock certificates; costs of
shareholders'reports and meetings of the shareholders of the Company
and of the officers or Board of Directors of the Company; membership
fees in trade associations; stock exchange listing fees and expenses;
litigation and other extraordinary or nonrecurring expenses.
7. Services to Other Companies or Accounts
The Company understands that the Sub-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, and the Company has no objection to the
Sub-Adviser so acting. The Company understands that the persons
employed by the Sub-Adviser to assist in the performance of the
Sub-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 Sub-Adviser or any affiliate of the
Sub-Adviser to engage in and devote time and attention to other
businesses or to render services of whatever kind or nature.
8. Term of Agreement
This Agreement shall become effective as of the date hereof and
shall continue for an initial one-year term and shall continue
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 CSAM or
by vote of holders of a majority of the Company's shares, or upon 90
days' written notice, by the Sub-Adviser. This Agreement will also
terminate automatically in the event of its assignment (as defined in
said Act).
9. Entire Agreement
This Agreement constitutes the entire agreement among the parties
hereto.
10. Change in Membership
CSAM shall notify the Sub-Adviser and the Company of any change in
its membership within a reasonable time after such change.
11. Governing Law
This Agreement shall be governed by and continued and enforced in
accordance with the laws of the state of New York without giving
effect to the conflicts of laws principles thereof.
12. Consent to Jurisdiction and Service of Process
The Sub-Adviser irrevocably submits to the jurisdiction of any New
York State or United States Federal court sitting in the Borough of
Manhattan, The City of New York over any suit, action or proceeding
arising out of or relating to this Agreement. The Sub-Adviser
irrevocably waives, to the fullest extent permitted by law, any
objection which it may have to the laying of the venue of any such
suit, action or proceeding brought in such a court and any claim that
any such suit, action or proceeding brought in such a court has been
brought in an inconvenient forum. The Sub-Adviser agrees that final
judgment in any such suit, action or proceeding brought in such a
court shall be conclusive and binding upon the Sub-Adviser, and may
be enforced to the extent permitted by applicable law in any court of
the jurisdiction of which the Sub-Adviser is subject by a suit upon
such judgment, provided that service of process is effected upon the
Sub-Adviser in the manner specified in the following paragraph or as
otherwise permitted by law.
As long as this Agreement remains in effect, the Sub-Adviser will at
all times have an authorized agent in the Borough of Manhattan, The
City of New York upon whom process may be served in any legal action
or proceeding in a New York State or United States Federal court
sitting in the Borough of Manhattan, The City of New York over any
suit, action or proceeding arising out of or relating to this
Agreement. The Sub-Adviser hereby appoints CT Corporation System
as its agent for such purpose, and covenants and agrees that service
of process in any such legal action or proceeding may be made upon
it at the office of such agent at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx
00000 (or at such other address in the Borough of Manhattan, The City
of New York, as said agent may designate by written notice to the
Company and CSAM. The Sub-Adviser hereby consents to process being
served in any suit, action or proceeding of the nature referred to
in the preceding paragraph by service upon such agent together with
the mailing of a copy thereof by registered or certified mail,
postage prepaid, return receipt requested, to the address of the
Sub-Adviser set forth in the heading to this Agreement or to any
other address of which the Sub-Adviser shall have given written
notice to the Company and CSAM. The Sub-Adviser irrevocably waives,
to the fullest extent permitted by law, all claim of error by reason
of any such service (but does not waive any right to assert lack of
subject matter jurisdiction) and agrees that such service (i) shall
be deemed in every respect effective service of process upon the
Sub-Adviser in any suit, action or proceeding and (ii) shall, to
the fullest extent permitted by law, be taken and held to be valid
personal service upon and personal delivery to the Sub-Adviser.
Nothing in this Section shall affect the right of the Company or
CSAM to serve process in any manner permitted by law or limit the
right of the Company or CSAM to bring proceedings against the
Sub-Adviser in the courts of any jurisdiction or jurisdictions.
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 LATIN AMERICA EQUITY FUND, INC.
By:
Name:
Title:
CREDIT SUISSE ASSET MANAGEMENT, LLC
By:
Name:
Title:
Accepted:
CELFIN SERVICIOS FINANCIEROS S.A.
By:
Name:
Title:
780451.3
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