INVESTMENT SUB-ADVISORY AGREEMENT
December 21, 1990
Celsius Xxxxxx xx Xxxxxxx Xxxxxxxx
Xxxxxxxxx 0000
Xxxxxxxx
Xxxxx
Dear Sirs:
The Latin America Investment Fund, Inc. (the "Company"), a
corporation organized under the laws of the state of Maryland, BEA Associates
("BEA"), a general partnership organized under the laws of the state of New
York and the investment adviser to the Company with respect to investments
other than external debt obligations of Latin American issuers ("Sovereign
Debt"), and Salomon Brothers Asset Management Inc ("SBAM"), a corporation
organized under the laws of the state of Delaware and the investment adviser
to the Company with respect to investments in Sovereign Debt, each herewith
confirms its agreement with Celsius Agente de Valores Limitada (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, 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, BEA and SBAM
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 BEA and SBAM, 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 BEA and SBAM regarding the
purchase and sale of Chilean securities, (2) providing BEA and SBAM 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, BEA or SBAM from time to time.
3. INFORMATION PROVIDED TO BEA AND SBAM
The Sub-Adviser will keep BEA and SBAM informed of developments in
Chile materially affecting the Company, and will, on its own initiative,
xxxxxxx XXX and SBAM 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, BEA or SBAM 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 BEA, SBAM, 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, BEA and SBAM will pay the Sub-Adviser within five business days
after the end of the calendar quarter during which the Closing Date (as
defined below) occurs and within five business days after the end of each
calendar quarter thereafter a fee for the previous quarter computed at an
annual rate of .05 of 1.00% of the Company's average weekly net assets. BEA
shall be obligated to pay 65% of amounts due and SBAM shall be obligated to
pay 35% of amounts due. Pursuant to the terms of the Investment Advisory
Agreement between the Company and BEA and that between the Company and SBAM,
each dated even date herewith, BEA and SBAM 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
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 BEA and SBAM for payment of
fees due. The fee for the period from the date BEA succeeds to the business
of BEA Associates, Inc. (the "Closing Date") to the end of the first calendar
quarter during which the Closing Date occurs shall be prorated according to
the proportion that such period bears to the full quarterly period. 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.
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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, BEA, SBAM 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
non-recurring 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 Closing Date 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 BEA 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).
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9. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement among the parties
hereto.
10. CHANGE IN MEMBERSHIP
BEA shall notify SBAM, 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, BEA
and SBAM). 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, BEA and SBAM. 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.
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Nothing in this Section shall affect the right of the Company, BEA
or SBAM to serve process in any manner permitted by law or limit the right of
the Company, BEA or SBAM 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 INVESTMENT FUND, INC.
By: /s/
------------------------------
Name:
Title:
BEA ASSOCIATES
By: /s/
-----------------------------
Name:
Title:
SALOMON BROTHERS ASSET MANAGEMENT INC
By:
-----------------------------
Name:
Title:
Accepted:
CELSIUS AGENT DE VALORES LIMITADA
By: /s/
---------------------------------------------
Name:
Title:
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