UNITED
STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 14A
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SCHEDULE 14A INFORMATION
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Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
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Filed by a Party other than the
Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for
Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to
§240.14a-12
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The
Chile Fund, Inc.
The
First Israel Fund, Inc.
The
Indonesia Fund, Inc.
The
Latin America Equity Fund, Inc.
The
Emerging Markets Telecommunications Fund, Inc.
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(Name
of Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the
appropriate box):
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x
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No fee required.
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Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to
which transaction applies:
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(2)
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Aggregate number of securities to
which transaction applies:
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(3)
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Per unit price or other underlying
value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and state how it was
determined):
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(4)
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Proposed maximum aggregate value of
transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary
materials.
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Check box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration
Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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[LOGO]
THE
CHILE FUND, INC.
THE FIRST ISRAEL FUND, INC.
THE INDONESIA FUND, INC.
THE LATIN AMERICA EQUITY FUND, INC.
THE
EMERGING MARKETS TELECOMMUNICATIONS FUND, INC.
Eleven
Madison Avenue
24th Floor
New York, New York 10010
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
To
be held on May 8, 2009
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN
that the annual meeting of shareholders of each of The Chile Fund, Inc.,
The First Israel Fund, Inc., The Indonesia Fund, Inc., The Latin
America Equity Fund, Inc. and The Emerging Markets Telecommunications Fund, Inc.
(each fund, a Fund and, collectively, the Funds) (each meeting, an Annual
Meeting, collectively, the Annual Meetings) will be held at the offices of
Credit Suisse Asset Management, LLC (CSAM), Eleven Madison Avenue, 24
th
Floor, New
York, New York 10010 on the following dates and times:
The Indonesia
Fund, Inc. (AMEX: IF)
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May 8, 2009
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9:00 a.m. New York
time
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The First Israel
Fund, Inc. (AMEX: ISL)
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May 8, 2009
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10:00 a.m. New
York time
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The Emerging Markets
Telecommunications Fund, Inc. (AMEX: ETF)
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May 8, 2009
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11:00 a.m. New
York time
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The Chile
Fund, Inc. (AMEX: CH)
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May 8, 2009
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1:00 p.m. New York
time
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The Latin America
Equity Fund, Inc. (AMEX: LAQ)
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May 8, 2009
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2:00 p.m. New York
time
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The purpose of the Annual
Meetings is to consider and act upon the following proposal (the Annual
Meeting Proposal) for each Fund and to consider and act upon such other
matters as may properly come before the Annual Meetings or any adjournments or
postponements thereof:
CH To elect one
Director to serve until the annual meeting of shareholders in 2012;
ISL To elect one
Director to serve until the annual meeting of shareholders in 2012;
LAQ To elect two
Directors each to serve until the annual meeting of shareholders in 2012;
IF To elect two
Directors each to serve until the annual meeting of shareholders in 2012; and
ETF To elect two
Directors each to serve until the annual meeting of shareholders in 2012.
The Annual Meeting
Proposal is discussed in greater detail in the enclosed Joint Proxy
Statement. You are entitled to notice
of, and to vote at, the Annual Meetings if you owned shares of one or more of
the Funds at the close of business on March 30, 2009 (Record Date). If you attend the Annual Meetings, you may
vote your shares in person. Even if you
expect to attend the Annual Meetings, please complete, date, sign and return
the enclosed proxy card(s) in the enclosed postage-paid envelope or
authorize your proxy by telephone or through the Internet.
We will admit to an
Annual Meeting (1) all shareholders of record on the Record Date, (2) persons
holding proof of beneficial ownership at the Record Date, such as a letter or
account statement from the persons broker, (3) persons who have been
granted proxies, and (4) such other persons that we, in our sole
discretion, may elect to admit. All
persons wishings to be admitted to the meeting must present photo
identification. If you plan to attend an
Annual Meeting, we ask that you call us in advance at (800) 293-1232.
This notice and related
proxy material are first being mailed to shareholders on or about April ,
2009.
1
Important Notice Regarding the
Availability of Proxy Materials for the Annual Meeting of Shareholders to be
held on May 8, 2009:
This Notice, the Joint Proxy Statement and the form of proxy cards are
available on the Internet at www.creditsuisse.com/us. On this website, you will
be able to access the Notice, the Joint Proxy Statement, the form of proxy
cards and any amendments or supplements to the foregoing material that are
required to be furnished to shareholders.
By order of the Boards of Directors,
J. Kevin Gao
Secretary
The Chile Fund, Inc.
The First Israel Fund, Inc.
The Indonesia Fund, Inc.
The Latin America Equity Fund, Inc.
The Emerging Markets Telecommunications Fund, Inc.
WHETHER OR NOT YOU PLAN TO ATTEND THE
ANNUAL MEETINGS IN PERSON, IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AND
VOTED AT THE ANNUAL MEETING. ACCORDINGLY, PLEASE DATE, SIGN AND RETURN THE
ENCLOSED PROXY CARD(S) FOR THE ANNUAL MEETING PROMPTLY. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES. IT IS IMPORTANT THAT YOUR PROXY CARD(S) BE
RETURNED PROMPTLY IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER
SOLICITATION.
, 2009
New York, New York
2
[LOGO]
THE
CHILE FUND, INC.
THE FIRST ISRAEL FUND, INC.
THE INDONESIA FUND, INC.
THE LATIN AMERICA EQUITY FUND, INC.
THE
EMERGING MARKETS TELECOMMUNICATIONS FUND, INC.
Eleven
Madison Avenue
24th Floor
New York, New York 10010
NOTICE
OF SPECIAL MEETING OF SHAREHOLDERS
To
be held on May 8, 2009
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that a special meeting of
shareholders of each of The Chile Fund, Inc., The First Israel Fund, Inc.,
The Indonesia Fund, Inc., The Latin America Equity Fund, Inc. and The
Emerging Markets Telecommunications Fund, Inc. (each fund, a Fund,
collectively, the Funds) (each meeting, a Special Meeting, collectively,
the Special Meetings) will be held at the offices of Credit Suisse Asset
Management, LLC (CSAM), Eleven Madison Avenue, 24
th
Floor, New York, New York 10010 on the
following dates and times:
The Indonesia Fund, Inc.
(AMEX: IF)
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May 8, 2009
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9:30 a.m. New York
time
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The First Israel
Fund, Inc. (AMEX: ISL)
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May 8, 2009
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10:30 a.m. New
York time
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The Emerging Markets
Telecommunications Fund, Inc. (AMEX: ETF)
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May 8, 2009
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11:30 a.m. New
York time
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The Chile Fund, Inc.
(AMEX: CH)
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May 8, 2009
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1:30 p.m. New York
time
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The Latin America
Equity Fund, Inc. (AMEX: LAQ)
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May 8, 2009
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2:30 p.m. New York
time
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The purpose of the
Special Meetings is to consider and act upon proposals (the Special Meeting
Proposals) in connection with (i) the approval of a new investment
advisory agreement (each, a New Advisory Agreement) with a new investment
adviser for each Fund and (ii) the approval of a new investment
sub-advisory agreement (each, a New Sub-Advisory Agreement) for The Chile
Fund, Inc., The Latin America Equity Fund, Inc. and The First Israel
Fund, Inc.
As discussed in more
detail in the enclosed Joint Proxy Statement, the Board of Directors of each
Fund (the Board), after deliberations over the past several months, has
unanimously approved a New Advisory Agreement between each Fund and Aberdeen
Asset Management Investment Services Limited (Aberdeen) or, solely with
respect to The Indonesia Fund, Inc., Aberdeen Asset Management Asia
Limited (Aberdeen Asia). Aberdeen and
Aberdeen Asia are wholly owned subsidiaries of Aberdeen Asset Management PLC (Aberdeen
PLC).
The Boards deliberations were prompted by the
announcement on December 31, 2008 by Credit Suisse, the corporate parent
of CSAM, that it had signed an agreement to sell part of its Global Investors
traditional asset management business (the Sold Businesses) to Aberdeen PLC
(the Proposed Transaction). The Funds
are not parties to the Proposed Transaction and Fund shareholders are not being
asked to vote on the Proposed Transaction.
The Sold Businesses include the parts of CSAM, Credit Suisse Asset
Management Limited (U.K.) (CSAM UK) and Credit Suisse Asset Management
Limited (Australia) (CSAM Australia, together with CSAM UK, the CSAM
Sub-Advisers) responsible for managing the Funds. If consummated, the Proposed Transaction
would cause each Funds existing advisory agreement with CSAM, and each Funds
existing sub-advisory agreement with the CSAM Sub-Advisers to automatically
terminate (the Terminations).
In anticipation of the
Terminations, the Boards of the Funds, which consist entirely of independent
directors who are not interested persons of the Funds, Credit Suisse,
Aberdeen PLC or their affiliates, met on several occasions to consider
alternatives. On March 18, 2009,
after considering alternatives and conducting an extensive analysis of the
capabilities and credentials of Aberdeen and Aberdeen Asia, each Funds Board
unanimously approved the New Advisory Agreements with Aberdeen or, solely with
respect to The Indonesia Fund, Inc., Aberdeen Asia. Advisory fee rates under the New Advisory
1
Agreements are the same
as or, for certain Funds at certain asset levels, lower than, the rates under
the current advisory agreements. You are
now being asked to approve these New Advisory Agreements.
In addition, the Board of The First Israel Fund, Inc.
unanimously approved a New Sub-Advisory Agreement among the Fund, Aberdeen and
Analyst Exchange and Trading Services Ltd. (Analyst Exchange), the existing
sub-adviser to the Fund. The Board of
each of The Chile Fund, Inc. and The Latin America Equity Fund, Inc.
unanimously approved a New Sub-Advisory Agreement for each such Fund among the
Fund, Aberdeen and Celfin Capital Servicios Financieros S.A. (Celfin), the
existing sub-adviser to these Funds.
Neither Analyst Exchange nor Celfin is affiliated with Credit Suisse,
Aberdeen PLC or their affiliates or is a party to the Proposed Transaction. The New Sub-Advisory Agreements were
necessary to reflect the Terminations of the advisory agreements with CSAM as
investment adviser to each of those Funds.
Sub-advisory fee rates under the New Sub-Advisory Agreements are the
same as the rates under the current sub-advisory agreements with Analyst
Exchange and Celfin. If you are a
shareholder of The First Israel Fund, Inc., you are now being asked to
approve a New Sub-Advisory Agreement with Analyst Exchange. If you are a shareholder of The Chile Fund, Inc.
or The Latin America Equity Fund, Inc., you are now being asked to approve
a New Sub-Advisory Agreement with Celfin.
Following the Terminations resulting from the
completion of the Proposed Transaction, if shareholder approval of the Special
Meeting Proposals is obtained, the Funds will have the investment advisers
and/or investment sub-advisers as set out below:
Fund
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Investment Adviser
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Investment Sub- Adviser
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The Chile
Fund, Inc.
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Aberdeen Asset
Management Investment Services Limited
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Celfin Capital
Servicios Financieros S.A. (Chilean Investments)
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The Emerging Markets
Telecommunications Fund, Inc.
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Aberdeen Asset
Management Investment Services Limited
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The First Israel
Fund, Inc.
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Aberdeen Asset
Management Investment Services Limited
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Analyst Exchange and
Trading Services Ltd.
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The Indonesia
Fund, Inc.
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Aberdeen Asset
Management Asia Limited
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The Latin America
Equity Fund, Inc.
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Aberdeen Asset
Management Investment Services Limited
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Celfin Capital Servicios
Financieros S.A. (Chilean Investments)
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If the Proposed
Transaction is not consummated within a reasonable period, the Board of each
Fund will consider alternatives and take such action as it deems to be in the
best interests of the Fund and its shareholders, including, if the New Advisory
Agreements with Aberdeen or Aberdeen Asia and the New Sub-Advisory Agreements
with Analyst Exchange or Celfin have been approved by shareholders pursuant to
the Special Meetings, potentially proceeding with such agreements without
further shareholder approval.
Each Special Meeting
Proposal is discussed in greater detail in the enclosed Joint Proxy
Statement. You are entitled to notice
of, and to vote at, the Special Meetings if you owned shares of one or more of
the Funds at the close of business on March 30, 2009 (Record Date). If you attend a Special Meeting, you may vote
your shares in person. Even if you
expect to attend the Special Meeting, please complete, date, sign and return
the enclosed proxy card(s) in the enclosed postage-paid envelope or
authorize your proxy by telephone or through the Internet.
We will admit to a Special
Meeting (1) all shareholders of record on the Record Date, (2) persons
holding proof of beneficial ownership at the Record Date, such as a letter or
account statement from the persons broker, (3) persons who have been
granted proxies, and (4) such other persons that we, in our sole
discretion, may elect to admit. All
persons wishing to be admitted to the meeting must present photo identification. If you plan to attend the Special Meeting, we
ask that you call us in advance at (800) 293-1232.
This notice and related
proxy material are first being mailed to shareholders on or about April ,
2009.
Important Notice Regarding the Availability
of Proxy Materials for the Special Meeting of Shareholders to be held on
2
May 8, 2009:
This Notice, the Joint Proxy Statement
and the form of proxy cards are available on the Internet at www.creditsuisse.com/us. On this website, you will be able to access
the Notice, the Joint Proxy Statement, the form of proxy cards and any
amendments or supplements to the foregoing material that are required to be
furnished to shareholders.
By order of the Boards of Directors,
J. Kevin Gao
Secretary
The Chile Fund, Inc.
The First Israel Fund, Inc.
The Indonesia Fund, Inc.
The Latin America Equity Fund, Inc.
The Emerging Markets Telecommunications Fund, Inc.
WHETHER OR NOT YOU PLAN TO ATTEND THE
SPECIAL MEETINGS IN PERSON, IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AND
VOTED AT THE SPECIAL MEETING. ACCORDINGLY, PLEASE DATE, SIGN AND RETURN THE
ENCLOSED PROXY CARD(S) FOR THE SPECIAL MEETINGS PROMPTLY. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES. IT IS IMPORTANT THAT YOUR PROXY CARD(S) BE
RETURNED PROMPTLY IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER
SOLICITATION.
, 2009
New York, New York
3
THE
CHILE FUND, INC.
THE FIRST ISRAEL FUND, INC.
THE INDONESIA FUND, INC.
THE LATIN AMERICA EQUITY FUND, INC.
THE
EMERGING MARKETS TELECOMMUNICATIONS FUND, INC.
, 2009
Dear Shareholder:
The enclosed Joint Proxy
Statement discusses three proposals to be voted upon by you. The first proposal will be voted on at the
annual meeting of shareholders for each of the above-named Credit Suisse funds
(each a Fund, collectively, the Funds) and is in connection with the
election of members to the Board of Directors (the Board, and members of the
Board will be referred to as Directors) of each Fund (the Annual Meeting
Proposal). The remaining proposals will
be voted on at the special meeting of shareholders for each Fund (together, the
Special Meetings) and are in connection with (i) the approval of a new
investment advisory agreement with Aberdeen Asset Management Investment
Services Limited (Aberdeen) for each of the Funds except for The Indonesia
Fund, Inc., and with Aberdeen Asset Management Asia Limited (Aberdeen
Asia) for The Indonesia Fund, Inc. (Special Meeting Proposal 1) and (ii) the
approval of a new investment sub-advisory agreement with Analyst Exchange and
Trading Services Ltd. (Analyst Exchange) for The First Israel Fund, Inc.,
and new investment sub-advisory agreements with Celfin Capital Servicios
Financieros S.A. (Celfin) for each of The Chile Fund, Inc. and The Latin
America Equity Fund, Inc. to reflect that Credit Suisse Asset Management,
LLC (CSAM) will no longer be serving as investment adviser to those funds (Special
Meeting Proposal 2, together with Special Meeting Proposal 1, the Special
Meeting Proposals). Shareholders of
each Fund are being asked to elect Directors and to approve a new investment
advisory agreement (each, a New Advisory Agreement) with Aberdeen or Aberdeen
Asia. Only shareholders of The Chile
Fund, Inc., The Latin America Equity Fund, Inc. and The First Israel
Fund, Inc. are being asked to approve a new sub-advisory agreement (each,
a New Sub-Advisory Agreement, together with the New Advisory Agreements, the New
Agreements) with Celfin and/or Analyst Exchange, as appropriate.
As discussed in more
detail in the enclosed Joint Proxy Statement, the Board of each Fund, after
deliberations over the past several months, has unanimously approved a New
Advisory Agreement between each Fund and Aberdeen or, solely with respect to
The Indonesia Fund, Inc., Aberdeen Asia.
Aberdeen and Aberdeen Asia are wholly owned subsidiaries of Aberdeen
Asset Management PLC (Aberdeen PLC).
The Boards deliberations were prompted by the
announcement on December 31, 2008 by Credit Suisse, the corporate parent
of CSAM, that it had signed an agreement to sell part of its Global Investors
traditional asset management business (the Sold Businesses) to Aberdeen PLC
(the Proposed Transaction). The Funds
are not parties to the Proposed Transaction and Fund shareholders are not being
asked to vote on the Proposed Transaction.
The Sold Businesses include the parts of CSAM, Credit Suisse Asset
Management Limited (U.K.) (CSAM UK) and Credit Suisse Asset Management
Limited (Australia) (CSAM Australia, together with CSAM UK, the CSAM
Sub-Advisers) responsible for managing the Funds. If consummated, the Proposed Transaction would
cause each Funds existing advisory agreement with CSAM, and each Funds
existing sub-advisory agreement with the CSAM Sub-Advisers to automatically
terminate (the Terminations).
In anticipation of the
Terminations, the Boards of the Funds, which consist entirely of independent
directors who are not interested persons of the Funds, Credit Suisse,
Aberdeen PLC or their affiliates, met on several occasions to consider
alternatives. On March 18, 2009,
after considering alternatives and conducting an extensive analysis of the
capabilities and credentials of Aberdeen and Aberdeen Asia, each Funds Board
unanimously approved the New Advisory Agreements between each Fund and Aberdeen
or, solely with respect to The Indonesia Fund, Inc., Aberdeen Asia.
In addition, the Board of The First Israel Fund, Inc.
unanimously approved a New Sub-Advisory Agreement among the Fund, Aberdeen and
Analyst Exchange, the existing sub-adviser to the Fund. The Board of each of The Chile Fund, Inc.
and The Latin America Equity Fund, Inc. unanimously approved a New
Sub-Advisory Agreement for each such Fund among the Fund, Aberdeen and Celfin,
the existing sub-adviser to these Funds.
Neither Analyst Exchange nor Celfin is affiliated with Credit Suisse,
Aberdeen PLC or their affiliates or is a party to the Proposed
Transaction. The New Sub-Advisory
Agreements were necessary to reflect the Terminations of the advisory
agreements with CSAM as investment adviser to each of those Funds.
1
Accordingly, you are
being asked to approve the New Advisory Agreements with Aberdeen or Aberdeen
Asia, as appropriate. If you are a
shareholder of The First Israel Fund, Inc., you are being asked to approve
a New Sub-Advisory Agreement with Analyst Exchange. If you are a shareholder of The Chile Fund, Inc.
or The Latin America Equity Fund, Inc. you are being asked to approve a
New Sub-Advisory Agreement with Celfin.
These approvals are requested in connection with the Special Meetings as
Special Meeting Proposals 1 and 2, respectively.
While the Proposed
Transaction is subject to customary closing conditions, including regulatory
approvals in various jurisdictions and approval by Aberdeen PLC shareholders,
it is expected to close in one or more stages in the second quarter of
2009. Following the Terminations
resulting from the consummation of the Proposed Transaction, if shareholder
approval of the Special Meeting Proposals is obtained, the Funds will be
managed by portfolio management teams from Aberdeen or Aberdeen Asia as
appropriate. Any existing portfolio
managers, management team members and other key employees and senior
professionals of Credit Suisse and CSAM whose employment is continued by Aberdeen
PLC will be integrated with the Aberdeen and Aberdeen Asia teams that will be
managing the Funds. There can be no
assurance, however, that any portfolio manager or other employee of Credit
Suisse or CSAM that is part of the Sold Businesses will continue to be employed
by Aberdeen PLC after the completion of the Proposed Transaction or will choose
to remain an employee of Aberdeen PLC.
The terms of each New Agreement will be similar to the terms of the
existing agreements with CSAM, Analyst Exchange or Celfin, and will reflect the
same or, for certain Funds at certain asset levels, lower fee structures as are
currently in effect. Each New Advisory
Agreement and each New Sub-Advisory Agreement will contain new terms intended
to provide consistency among the New Agreements, to memorialize current
practices already being performed by the investment adviser or investment
sub-adviser or to operate to the benefit of the respective Fund.
If the Proposed
Transaction is not consummated within a reasonable period, the Board of each
Fund will consider alternatives and take such action as it deems to be in the
best interests of the Fund and its shareholders, including, if the New
Agreements have been approved by shareholders pursuant to the Special Meetings,
potentially proceeding with such New Agreements without further shareholder
approval.
In addition, the
shareholders of each Fund are being requested to elect Directors of the Fund,
which request is in connection with the Annual Meetings and contained in the
Annual Meeting Proposal. Pursuant to
each Funds Articles of Incorporation, each Board is divided into three
classes, each class having a term of three years. Each year the term of one class will
expire. Information about each nominee
Director is set forth in more detail in the Joint Proxy Statement. If elected, each Director is entitled to hold
office for the term specified in the Joint Proxy Statement or until his
successor is elected and qualifies.
Each
Funds Board recommends that you vote FOR each of the applicable Proposals
outlined above and described in the Joint Proxy Statement.
Your
vote is important to us regardless of the number of shares you own. Voting your shares early will avoid costly
follow-up mail and telephone solicitation.
After reviewing the enclosed materials, please complete,
sign and date your proxy card(s) and mail it promptly in the enclosed
postage-paid envelope, or help save time and postage costs by voting on the
Internet or by telephone instructions can be found on your proxy card(s)
or in person. If we do not hear from you
by April , 2009, our proxy solicitor may contact
you. If you have any questions about any
of the Proposals or the voting instructions, please call us at 1-800-293-1232
or call The Altman Group, Inc., our proxy solicitor, at (866) 745-0271
(Monday to Friday, 9:00 a.m. to 10:00 p.m. Eastern time). Thank you for continued support.
Very truly yours,
J. Kevin Gao
Secretary
The Chile Fund, Inc.
The First Israel Fund, Inc.
The Indonesia Fund, Inc.
The Latin America Equity Fund, Inc.
The Emerging Markets Telecommunications Fund, Inc.
2
YOUR VOTE IS
IMPORTANT NO MATTER HOW MANY
SHARES OF A FUND
YOU OWN.
PLEASE FILL OUT
AND RETURN EACH PROXY CARD PROMPTLY.
SHAREHOLDERS ARE
INVITED TO ATTEND THE ANNUAL MEETING AND THE SPECIAL MEETING IN PERSON. SHAREHOLDERS, WHETHER OR NOT THEY EXPECT TO
ATTEND THE MEETINGS, ARE URGED TO REVIEW THE ENCLOSED MATERIALS AND FOLLOW THE
INSTRUCTIONS THAT APPEAR ON THE ENCLOSED
PROXY CARDS.
TO AVOID
ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE ASK YOUR COOPERATION IN VOTING
YOUR PROXY PROMPTLY, NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY BE.
It is important that you
vote even if your account was closed after the March 30, 2009 Record Date.
Please indicate your
voting instructions on the enclosed proxy cards, sign and date the cards, and
return the cards in the envelope provided.
If you sign, date and return the enclosed proxy cards but give no voting
instructions, your shares will be voted FOR the Proposals described in the
Joint Proxy Statement. You must submit
separate proxy cards for each of the Annual Meeting and the Special
Meeting. If you own shares of more than
one Fund and you are voting all your shares the same way, you may submit the
combined enclosed proxy card for each of the Annual Meeting and the Special
Meeting, otherwise, you must submit a separate enclosed proxy card for each of
the Annual Meeting and the Special Meeting for each Fund in which you own
shares.
As an alternative to
using the enclosed proxy cards to vote, you may authorize your proxy via the
Internet, by telephone, or in person. To vote via the Internet, please access
the website listed on your enclosed proxy card(s). To vote by telephone, please call the
toll-free number listed on the enclosed proxy cards. Shares that are registered
in your name, as well as shares held in street name through a broker, may be
voted via the Internet or by telephone.
To vote in this manner, you will need the control number(s) that
appear on your enclosed proxy cards. However, any proposal submitted to a vote
at a Meeting by anyone other than the officers or Directors may be voted only
in person or by written proxy. If we do
not receive your completed enclosed proxy card(s) by April ,
2009, you may be contacted by our proxy solicitor.
Unless the enclosed proxy
cards submitted by corporations and partnerships are signed by the appropriate
persons indicated in the voting instructions on the proxy cards, they will not
be voted.
IMPORTANT
INFORMATION TO HELP YOU UNDERSTAND
AND VOTE ON THE
PROPOSALS
While we strongly
encourage you to read the full text of the enclosed Joint Proxy Statement, we
are also providing you with a brief overview of the proposals for consideration
at the Annual Meetings and the Special Meetings (Proposals). Your vote is important.
QUESTIONS AND ANSWERS
Q.
What is happening?
A.
After deliberations over the past several months, the
Board of Directors of each Fund (the Board, and members of the Board will be
referred to as Directors) has unanimously approved a new investment advisory
agreement (each, a New Advisory Agreement) between each Fund and Aberdeen
Asset Management Investment Services Limited (Aberdeen) or, solely with
respect to The Indonesia Fund, Inc., Aberdeen Asset Management Asia
Limited (Aberdeen Asia). Aberdeen and
Aberdeen Asia are wholly owned subsidiaries of Aberdeen Asset Management PLC (Aberdeen
PLC).
The Boards deliberations
were prompted by the announcement on December 31, 2008 by Credit Suisse,
the corporate parent of Credit Suisse Asset Management, LLC (CSAM), each Funds
current investment adviser, that it had signed an agreement to sell part of its
Global Investors traditional asset management business (the Sold Businesses)
to Aberdeen PLC (the Proposed Transaction).
The Funds are not parties to the Proposed Transaction and Fund
shareholders are not being asked to vote on the Proposed Transaction.
The Sold Businesses include the parts of CSAM, Credit
Suisse Asset Management Limited (U.K.) (CSAM UK) and Credit Suisse Asset
Management Limited (Australia) (CSAM Australia, together with CSAM UK, the CSAM
Sub-Advisers) responsible for managing the Funds. A CSAM Sub-Adviser acts as sub-adviser to
each of The First Israel Fund, Inc., The Indonesia Fund, Inc. and The
Emerging Markets Telecommunications Fund, Inc. If consummated, the Proposed Transaction
would constitute an assignment of each Funds existing advisory agreement
with CSAM, and each Funds existing sub-advisory agreement with the CSAM
Sub-Advisers (together, the Existing CSAM Agreements) causing each Existing
CSAM Agreement to automatically terminate (the Terminations).
In anticipation of the
Terminations, the Boards of the Funds, which consist entirely of independent
directors who are not interested persons of the Funds, Credit Suisse,
Aberdeen PLC or their affiliates, met on several occasions to consider
alternatives. On March 18, 2009,
after considering alternatives and conducting an extensive analysis of the
capabilities and credentials of Aberdeen and Aberdeen Asia, each Funds Board
unanimously approved the New Advisory Agreements between each Fund and Aberdeen
or, solely with respect to The Indonesia Fund, Inc., Aberdeen Asia,
determining that Aberdeen, or Aberdeen Asia in the case of The Indonesia Fund, Inc.,
would provide each Fund with high quality investment management services at fee
rates identical to or, for certain Funds at certain asset levels, lower than
the rates under the current advisory agreements. Accordingly, shareholders of each Fund are
being asked to approve New Advisory Agreements with Aberdeen or Aberdeen Asia,
as appropriate, with terms that are similar to the terms of the existing CSAM
advisory agreements and with the same or, for certain Funds at certain asset
levels, lower fee structures as are currently in effect with CSAM. Each New Advisory Agreement will contain new
terms intended to provide consistency among the New Advisory Agreements, to
memorialize current practices already being performed by the investment adviser
or to operate to the benefit of the respective Fund.
In addition, the Board of The First Israel Fund, Inc.
unanimously approved a new investment sub-advisory agreement among the Fund,
Aberdeen and Analyst Exchange and Trading Services Ltd. (Analyst Exchange),
the existing sub-adviser to the Fund.
The Board of each of The Chile Fund, Inc. and The Latin America
Equity Fund, Inc. unanimously approved a new investment sub-advisory
agreement for each such Fund among the Fund, Aberdeen and Celfin Capital
Servicios Financieros S.A. (Celfin), the existing sub-adviser to these Funds
(each new investment sub-advisory agreement with Analyst Exchange and Celfin, a
New Sub-Advisory Agreement, together with the New Advisory Agreements, the New
Agreements). Neither Analyst Exchange
nor Celfin is affiliated with Credit Suisse, Aberdeen PLC or their affiliates
or is a party to the Proposed Transaction.
The New Sub-Advisory Agreements were necessary to reflect the
Terminations of the advisory agreements with CSAM as investment adviser to each
of those Funds. Therefore, shareholders
of The First Israel Fund, Inc., The Chile Fund, Inc. and The Latin
America Equity Fund, Inc. are also being asked to approve New
1
Sub-Advisory Agreements with Analyst Exchange and
Celfin, as appropriate. The terms of
each New Sub-Advisory Agreement will be similar to the terms of the existing
sub-advisory agreements with Analyst Exchange or Celfin, and will reflect the
same fee structures as are currently in effect with Analyst Exchange or
Celfin. Each New Sub-Advisory Agreement
will contain new terms intended to provide consistency among the New
Sub-Advisory Agreements, to memorialize current practices already being
performed by the investment sub-adviser or to operate to the benefit of the
respective Fund.
The Joint Proxy
Statement provides additional information about the Proposed Transaction,
Aberdeen, Aberdeen Asia and the New Agreements.
If shareholders approve the New Agreements, each New Agreement will
become effective upon the closing of the Proposed Transaction.
Following the completion
of the Proposed Transaction, assuming shareholder approval is obtained, the
Funds will have the investment advisers and/or investment sub-advisers as set
out below:
Fund
|
|
Investment Adviser
|
|
Investment Sub-Adviser
|
The Chile
Fund, Inc.
|
|
Aberdeen Asset
Management Investment Services Limited
|
|
Celfin Capital
Servicios Financieros S.A. (Chilean Investments)
|
|
|
|
|
|
The Emerging Markets
Telecommunications Fund, Inc.
|
|
Aberdeen Asset
Management Investment Services Limited
|
|
|
|
|
|
|
|
The First Israel
Fund, Inc.
|
|
Aberdeen Asset
Management Investment Services Limited
|
|
Analyst Exchange and
Trading Services Ltd.
|
|
|
|
|
|
The Indonesia
Fund, Inc.
|
|
Aberdeen Asset
Management Asia Limited
|
|
|
|
|
|
|
|
The Latin America
Equity Fund, Inc.
|
|
Aberdeen Asset
Management Investment Services Limited
|
|
Celfin Capital
Servicios Financieros S.A. (Chilean Investments)
|
Your Funds Board
believes that approval of the New Agreements is important to provide
uninterrupted, high quality investment management and sub-advisory services.
In addition, shareholders
of each Fund are being requested to elect Directors. The business and affairs of each Fund are
managed under the direction of the Directors.
Directors review Fund performance, oversee Fund activities and review
contractual arrangements with services providers that provide services to the
Funds. Each of the nominees for a Fund
currently serves as a Director of the Fund.
EACH
FUNDS BOARD RECOMMENDS THAT YOU VOTE FOR EACH OF THE
APPLICABLE
PROPOSALS DESCRIBED IN THE JOINT PROXY STATEMENT.
Q.
Why are you sending me
this information?
A.
You are receiving these proxy materials
because you own shares in one or more of the Funds and have the right to vote
on the very important Proposals concerning your investment.
Q.
Why am I being asked to
vote on the New Agreements?
A.
The sale of the Sold Businesses at the
consummation of the Proposed Transaction will cause an assignment and
automatic termination of the Funds advisory agreements with CSAM and the
sub-advisory agreements with respect to the applicable Funds between CSAM and
the CSAM Sub-Advisers. In addition, New
Sub-Advisory Agreements with Analyst Exchange and Celfin will need to be
approved to reflect the Terminations of the advisory agreements with CSAM as
investment adviser to The Chile Fund, Inc., The Latin America Equity Fund, Inc.
and The First Israel Fund, Inc. Accordingly, shareholders of each Fund are
being asked to approve New Advisory Agreements with Aberdeen or Aberdeen Asia,
as appropriate, shareholders of each of The Chile Fund, Inc. and The Latin
America Equity Fund, Inc. are also being
2
asked to approve a New Sub-Advisory agreement with
Celfin, and shareholders of The First Israel Fund, Inc. are also being
asked to approve a New Sub-advisory Agreement with Analyst Exchange. All New Agreements will have terms that are
similar to the terms of the existing agreements with CSAM, Analyst Exchange or
Celfin, and will have the same or, for certain Funds at certain asset levels,
lower fee structures as are currently in effect. Each New Agreement will contain new terms
intended to provide consistency among the New Agreements, to memorialize
current practices already being performed by the investment adviser or
investment sub-adviser or to operate to the benefit of the respective Fund. Your Funds Board believes that the approval
of the New Agreements is important to provide uninterrupted, high-quality
advisory and sub-advisory services.
The Board of The
Indonesia Fund, Inc. has approved an interim advisory agreement with
Aberdeen Asia to become effective in the event that the Proposed Transaction
closes and shareholders of The Indonesia Fund, Inc. have not yet approved
the New Advisory Agreement for that Fund.
If a New Advisory Agreement for The Indonesia Fund, Inc. is not
approved by the shareholders within 150 days of the date on which the
Termination occurs (expected to be on April 30, 2009), the Board will take
such action as it deems to be in the best interests of The Indonesia Fund, Inc.
and its shareholders.
The Boards of the other
Funds have approved interim advisory agreements with Aberdeen and, if
applicable, interim sub-advisory agreements with Celfin or Analyst Exchange to
become effective in the event that the Proposed Transaction closes and
shareholders of a particular Fund have not yet approved New Agreements for that
Fund. If a New Agreement for a Fund is
not approved within 150 days of the date on which the Terminations occur
(expected to be on June 30, 2009 with respect to such Funds), the Board
will take such action as it deems to be in the best interests of that Fund and
its shareholders.
Q.
How will the New
Agreements affect me as a Fund shareholder?
A.
Your Fund and its investment objectives
will not change as a result of the New Agreements and you will still own the
same shares in the same Fund. Aberdeen
and Aberdeen Asias investment style and approach to deciding on investments
for the portfolios that it manages differs somewhat from CSAMs style and
approach. Aberdeen and Aberdeen Asia
have advised the Boards that they follow a bottom-up process based on
evaluations of companies through direct visits.
No stock is bought without Aberdeen or Aberdeen Asia team members having
first met management. Aberdeen or Aberdeen Asia estimates a companys worth in
two stages, quality then price. Quality
is defined in reference to management, business focus, balance sheet and
corporate governance. Price is
calculated relative to key financial ratios, market, peer group and business
prospects. Top-down factors are
secondary in portfolio construction.
Aberdeen and Aberdeen Asia portfolios generally emphasize traditional
buy-and-hold, resulting in low turnover.
Portfolios are managed on a team basis, with investment managers doing
their own research and analysis.
Applying this investment style and approach, Aberdeen and Aberdeen Asia
have advised the Boards that they expect the repositioning (i.e., the
short-term trading activity) of the investment portfolios of The Latin America
Equity Fund, Inc. and The Indonesia Fund, Inc. resulting from
transitioning management responsibilities from CSAM to Aberdeen or Aberdeen
Asia to be substantial. Aberdeen has
advised the Boards that it expects the repositioning of the investment
portfolios of The Chile Fund, Inc., The First Israel Fund, Inc. and
The Emerging Markets Telecommunications Fund, Inc. resulting from
transitioning management responsibilities from CSAM to Aberdeen to be
minimal. Over time, Aberdeen and
Aberdeen Asia have advised the Boards that they expect low portfolio turnover
for the Funds portfolios. All New
Agreements will have terms that are similar to the terms of the existing
agreements with CSAM, Analyst Exchange or Celfin, and will have the same or,
for certain Funds at certain asset levels, lower fee structures as are
currently in effect. Certain
differences, which generally make certain provisions of each New Agreement
consistent with each other New Agreement, memorialize current practices already
being performed by the investment adviser or investment sub-adviser or operate
to the benefit of Fund shareholders, will exist in the advisory agreements
between Aberdeen or Aberdeen Asia and each of the Funds, and in the
sub-advisory agreements with Celfin and Analyst Exchange. These differences are described in detail in
the Joint Proxy Statement. Following the
Terminations resulting from the consummation of the Proposed Transaction, if
shareholder approval is obtained, the Funds will be managed by portfolio
management teams from Aberdeen or Aberdeen Asia as appropriate. Any existing portfolio managers, management
team members and other key employees and senior professionals of Credit Suisse
and CSAM whose employment is continued by Aberdeen PLC will be integrated with
the Aberdeen and Aberdeen Asia teams that will be managing the Funds. There can be no assurance, however, that any
portfolio manager or other employee of Credit Suisse or CSAM that is part of
the Sold Businesses will continue to be employed by Aberdeen PLC after the
completion of the Proposed Transaction or will choose to remain an employee of
Aberdeen PLC.
Q.
What will happen if the
Proposed Transaction is not consummated?
A.
If the Proposed Transaction is not
consummated within a reasonable period, the Board of each Fund will consider
alternatives and take such action as it deems to be in the best interests of
the Fund and its shareholders, including, if
3
the New Agreements have been approved by shareholders
pursuant to the Special Meetings, potentially proceeding with such New
Agreements without further shareholder approval.
Q.
Will the Terminations
result in a change of a Funds service providers?
A.
No. Each Funds administrator,
custodian, auditor, transfer agent and dividend-paying agent will remain the
same following the Terminations resulting from the completion of the Proposed
Transaction. In addition, the
country-specific administrator for each of The Chile Fund, Inc., The Latin
America Equity Fund, Inc. and The Emerging Markets Telecommunications Fund, Inc.
will remain the same following the completion of the Proposed Transaction.
Q.
Will your Funds name
change?
A.
No. Each Funds name and ticker
symbol will remain the same.
Q.
Will the fee rates
payable under the New Agreements increase?
A.
No. The Proposals to approve the
New Agreements do not seek any increase in the schedule of fee rates. In addition, all contractual arrangements
whereby CSAM has agreed either to limit the expenses of certain Funds to a
specified annual rate or to waive expenses of certain Funds by a specified
annual rate will be continued by Aberdeen and Aberdeen Asia, and all voluntary
arrangements either to limit the expenses of certain Funds to a specified
annual rate or to waive fees of certain Funds will be continued by Aberdeen and
Aberdeen Asia for two years from the date on which Aberdeen or Aberdeen Asia
begins managing the Funds.
Q.
How do the Directors of
my Fund recommend that I vote?
A.
After considering alternatives and
conducting an extensive analysis of the capabilities and credentials of
Aberdeen and Aberdeen Asia as investment advisers and Analyst Exchange and
Celfin as investment sub-advisers, the Directors of your Fund recommend that
you vote FOR the Special Meeting Proposals.
After careful consideration of each nominee for Director for each of the
Funds, the Directors of your Fund recommend that you vote FOR each nominee in
the Annual Meeting Proposal.
Q.
Will my Fund pay for
this proxy solicitation?
A.
No. Aberdeen PLC and Credit Suisse
each will bear 50% of all normal and customary fees and expenses incurred by
the Funds in connection with the Annual and Special Meeting Proposals and with
the Proposed Transaction (including, but not limited to, proxy and proxy
solicitation costs, printing costs, Directors fees relating to the special
Board meetings, if any, and legal fees).
Because the Funds are not parties to the Proposed Transaction, they will
bear no costs in connection with the Proposed Transaction.
Q.
How do I vote my shares?
A.
For your convenience, there are several
ways you can authorize your proxy or vote:
·
By Mail
: You may authorize your proxy by
completing the enclosed proxy cards by dating, signing and returning it in the
postage paid envelope. Please note that
if you sign and date the proxy cards but give no voting instructions, your
shares will be voted FOR the Proposals described above.
·
By Telephone
: You may authorize your proxy by
telephone by calling the number on your proxy cards. To vote in this manner, you will need the control
number that appears on your proxy cards.
·
Via the Internet
:
You may authorize your proxy via the Internet by accessing the website
address printed on the enclosed proxy card(s).
To vote in this manner, you will need the control number that appears
on your proxy cards.
·
Vote In Person
: Attend the Meetings as described in the
Joint Proxy Statement. If you wish to
attend the Meetings, we ask that you call us in advance at 1-800-293-1232.
4
Q.
Why are multiple cards
enclosed?
A.
Separate proxy cards are included for
each of the Proposals. If you own shares
of more than one Fund, you will receive a proxy card for each of the Annual
Meeting and the Special Meeting for each Fund that you own as well as a
combined proxy card. If you vote all your shares the same way, you can use the
combined proxy card for each of the Annual Meeting and the Special Meeting to
vote all your shares on one proxy card.
Q.
Whom should I call for
additional information about this Joint Proxy Statement?
A.
If you need any assistance, or have any
questions regarding the Proposals or how to vote your shares, please call us at
1-800-293-1232 or call The Altman Group, Inc., our proxy solicitor, at
(866) 745-0271 (Monday to Friday, 9:00 a.m. to 10:00 p.m. Eastern
time).
5
[LOGO]
THE CHILE FUND, INC.
THE FIRST ISRAEL FUND, INC.
THE INDONESIA FUND, INC.
THE LATIN AMERICA EQUITY FUND, INC.
THE EMERGING MARKETS TELECOMMUNICATIONS FUND, INC.
Eleven Madison Avenue
24th Floor
New York, New York 10010
JOINT PROXY STATEMENT
For the Annual Meeting of Shareholders and the Special Meeting of
Shareholders,
each to be held on May 8, 2009
INTRODUCTION
This
Joint Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors (the Board, and members of the Board will
be referred to as Directors), of each of the Credit Suisse funds listed above
(each, a Fund, collectively, the Funds) for use at each of the Annual
Meeting of Shareholders and the Special Meeting of Shareholders (together, the Meetings)
of each Fund to be held at the offices of Credit Suisse Asset Management, LLC (CSAM),
Eleven Madison Avenue 24
th
Floor,
New York, New York 10010 on the following dates and times:
Fund
|
|
Date
|
|
Annual Meeting Time
|
|
Special Meeting Time
|
The
Indonesia Fund, Inc. (AMEX: IF)
|
|
May 8,
2009
|
|
9:00 a.m.
New York time
|
|
9:30 a.m.
New York time
|
The
First Israel Fund, Inc. (AMEX: ISL)
|
|
May 8,
2009
|
|
10:00 a.m.
New York time
|
|
10:30 a.m.
New York time
|
The
Emerging Markets Telecommunications Fund, Inc. (AMEX: ETF)
|
|
May 8,
2009
|
|
11:00 a.m.
New York time
|
|
11:30 a.m.
New York time
|
The
Chile Fund, Inc. (AMEX: CH)
|
|
May 8,
2009
|
|
1:00 p.m.
New York time
|
|
1:30 p.m.
New York time
|
The
Latin America Equity Fund, Inc. (AMEX: LAQ)
|
|
May 8,
2009
|
|
2:00 p.m.
New York time
|
|
2:30 p.m.
New York time
|
Solicitation of Proxies
The
Directors are soliciting votes from shareholders of each Fund with respect to
the proposals described in this Joint Proxy Statement (the Proposals). The
approximate mailing date of this Joint Proxy Statement is April ,
2009. If the accompanying proxy cards
are properly executed and returned in time to be voted at the Meetings, the
shares represented by the proxy cards will be voted in accordance with the
instructions provided on the proxy cards.
Executed
proxy cards that are unmarked will be voted to approve each applicable
Proposal. The following Proposals will
be considered and acted upon at the Meetings:
Annual Meeting Proposal
|
|
Shareholders Entitled to Vote
|
|
Page
|
(1) To
elect Directors to the Board of each Fund
|
|
Shareholders
of each Fund, voting separately by Fund.
|
|
[ ]
|
|
|
|
|
|
(2) To
transact such other business as may properly come before the Annual Meeting
or any adjournments or postponements thereof.
|
|
|
|
|
1
Special Meeting Proposals
|
|
Shareholders Entitled to Vote
|
|
Page
|
(1)(a)
Approve a New Advisory Agreement between each Fund, on behalf of the Fund,
and Aberdeen Asset Management Investment Services Limited
|
|
Shareholders
of each of CH, ISL, LAQ, and ETF, voting separately by Fund.
|
|
[ ]
|
|
|
|
|
|
(1)(b)
Approve a New Advisory Agreement between the Fund, on behalf of the
Fund, and Aberdeen Asset Management Asia Limited
|
|
Shareholders
of IF.
|
|
[ ]
|
|
|
|
|
|
(2)(a)
Approve a New Sub-Advisory Agreement among The First Israel Fund, Inc.,
Aberdeen Asset Management Investment Services Limited and Analyst Exchange
and Trading Services Ltd.
|
|
Shareholders
of ISL.
|
|
[ ]
|
|
|
|
|
|
(2)(b)
Approve a New Sub-Advisory Agreement with respect to each of The Chile
Fund, Inc. and The Latin America Equity Fund, Inc., among the
applicable Fund, Aberdeen Asset Management Investment Services Limited and
Celfin Capital Servicios Financieros S.A.
|
|
Shareholders
of each of CH and LAQ, voting separately by Fund.
|
|
[ ]
|
The
Directors have set the close of business on March 30, 2009 as the record
date (Record Date), and only shareholders of record on the Record Date will
be entitled to notice of, and to vote on the Proposals at the Meetings.
Additional information regarding outstanding shares, voting your proxy card and
attending the Meetings are included at the end of this Joint Proxy Statement in
the section entitled Voting Information.
Reports to
Shareholders
Each Fund will furnish, without charge, a copy of its most
recent annual report and any more recent semi-annual report to any shareholder
upon request. Shareholders who want to obtain a copy of their Funds reports
should direct all written requests to the attention of the Fund, at the offices
of Credit Suisse Asset Management, LLC, Eleven Madison Avenue, New York, New
York 10010, or call toll-free 1-800-293-1232.
GENERAL OVERVIEW
This
Joint Proxy Statement contains one Proposal to be considered and acted upon at
the Annual Meeting (the Annual Meeting Proposal) and two Proposals to be
considered and acted upon at the Special Meeting (the Special Meeting
Proposals). The Annual Meeting Proposal
is in connection with the election of Directors for each Fund. The Special Meeting Proposals are to approve
new investment advisory agreements (each, a New Advisory Agreement) and new
investment sub-advisory agreements (each, a New Sub-Advisory Agreement,
together with the New Advisory Agreements, the New Agreements) to replace the
current investment advisory and sub-advisory agreements that will automatically
terminate.
Specifically,
after deliberations over the past several months, the Board of each Fund has
unanimously approved a New Advisory Agreement between the Fund and Aberdeen
Asset Management Investment Services Limited (Aberdeen) or, solely with
respect to IF, Aberdeen Asset Management Asia Limited (Aberdeen Asia). Aberdeen and Aberdeen Asia (together, the Aberdeen
Advisers) are wholly owned subsidiaries of Aberdeen Asset Management PLC (Aberdeen
PLC).
The
Boards deliberations were prompted by the announcement on December 31,
2008 by Credit Suisse, the corporate parent of CSAM, each Funds current
investment adviser, that it had signed an agreement to sell part of its Global
2
Investors
traditional asset management business (the Sold Businesses) to Aberdeen PLC
(the Proposed Transaction). The Funds
are not parties to the Proposed Transaction and Fund shareholders are not being
asked to vote on the Proposed Transaction.
The Sold Businesses include the parts of CSAM, Credit Suisse Asset
Management Limited (U.K.) (CSAM UK) and Credit Suisse Asset Management
Limited (Australia) (CSAM Australia, together with CSAM UK, the CSAM Sub-Advisers)
responsible for managing the Funds. A
CSAM Sub-Adviser acts as sub-adviser to each of ISL, IF and ETF. If consummated, the Proposed Transaction
would cause each Funds existing advisory agreement with CSAM (CSAM Advisory
Agreement), and each Funds existing sub-advisory agreement with the CSAM
Sub-Advisers (each, a CSAM Sub-Advisory Agreement, together with the CSAM
Advisory Agreements, the Existing CSAM Agreements) to automatically terminate
(the Terminations).
In
anticipation of the Terminations, the Boards of the Funds, which consist
entirely of Independent Directors (as defined below), met on several occasions
to consider alternatives. On March 18,
2009, after considering alternatives and conducting an extensive analysis of
the capabilities and credentials of the Aberdeen Advisers, each Funds Board
unanimously approved the New Advisory Agreements with Aberdeen or, solely with
respect to IF, Aberdeen Asia.
In addition, the Board of ISL unanimously approved a
New Sub-Advisory Agreement among the Fund, Aberdeen and Analyst Exchange and
Trading Services Ltd. (Analyst Exchange), the existing sub-adviser to the
Fund. The Board of each of CH and LAQ
unanimously approved a New Sub-Advisory Agreement for each such Fund among the
Fund, Aberdeen and Celfin Capital Servicios Financieros S.A. (Celfin,
together with Analyst Exchange, the Sub-Advisers), the existing sub-adviser
to these Funds. The New Sub-Advisory
Agreements were necessary to reflect the Terminations of the CSAM Advisory
Agreements of CH, LAQ and ISL. Neither
Analyst Exchange nor Celfin is affiliated with Credit Suisse, Aberdeen PLC or
their affiliates or is a party to the Proposed Transaction.
Accordingly, you are being asked to approve a New
Advisory Agreement between your Fund and Aberdeen or, in the case of IF,
Aberdeen Asia. If you are a shareholder
of ISL, you are being asked to approve a New Sub-Advisory Agreement with
Analyst Exchange. If you are a
shareholder of CH or LAQ, you are being asked to approve a New Sub-Advisory
Agreement with Celfin.
Annual
Meeting Proposal - Election of Directors
Pursuant to each Funds Articles of Incorporation,
each Board is divided into three classes, each class having a term of three
years. If elected, each Director is entitled to hold office until the Annual
Meeting in the year noted below or until his successor is elected and
qualifies. Each nominee has indicated an intention to serve if elected and has
consented to being named in this Joint Proxy Statement. The nominees for election
to the Boards of the Funds are as follows:
The Chile Fund, Inc.
|
|
Enrique R. Arzac
(Class I Director, 3-year term ending 2012)
|
|
|
|
The First Israel
Fund, Inc.
|
|
Enrique R. Arzac
(Class III Director, 3-year term ending 2012)
|
|
|
|
The Indonesia Fund, Inc.
|
|
Enrique R. Arzac
(Class III Director, 3-year term ending 2012)
Steven N. Rappaport
(Class III Director, 3-year term ending 2012)
|
|
|
|
The Latin America Equity
Fund, Inc.
|
|
Enrique R. Arzac
(Class III Director, 3-year term ending 2012)
Lawrence J. Fox
(Class III Director, 3-year term ending 2012)
|
|
|
|
The Emerging Markets
Telecommunications Fund, Inc.
|
|
Walter Eberstadt
(Class II Director, 3-year term ending 2012)
Steven N. Rappaport
(Class II Director, 3-year term ending 2012)
|
The following tables set
forth certain information regarding the nominees for election to the Boards of
the Funds, Directors whose terms of office continue beyond the Annual Meetings,
and the principal officers of the Funds.
3
DIRECTORS
Name,
Address and
Year of Birth
|
|
Position(s)
Held
With Fund(s)
|
|
Term of Office and
Length of Time
Served
|
|
Principal
Occupation(s)
During the
Past Five Years
|
|
Number of
Portfolios
in Fund
Complex
Overseen
By Director*
|
|
Other
Directorships
Held By Director
|
|
|
|
|
|
|
|
|
|
|
|
Non-Interested Nominees for Director:
|
|
|
|
|
|
|
|
|
|
|
|
Enrique R. Arzac
c/o Credit Suisse
Asset Management,
LLC
Attn: General
Counsel
Eleven Madison
Avenue
New York, NY
10010
Year of Birth: 1941
|
|
CH, LAQ, ISL and ETF:
Chairman of the Board of Directors, Nominating Committee Chairman and Audit
Committee Member; IF: Chairman of the Board of Directors, Nominating and
Audit Committee Member
|
|
CH, LAQ, and ISL: Since
1996; Chairman since 2005; current term ends at the 2009 annual meeting. IF:
Since 2000; Chairman since 2005; current term ends at the 2009 annual
meeting. ETF Since 1996; Chairman since 2005; current term ends at the 2010
annual meeting
|
|
Professor of Finance and
Economics, Graduate School of Business, Columbia University since 1971
|
|
32
|
|
Director of Epoch Holding
Corporation (an investment management and advisory services company);
Director of The Adams Express Company (a closed-end investment company);
Director of Petroleum and Resources Corporation (a closed-end investment
company)
|
|
|
|
|
|
|
|
|
|
|
|
Walter Eberstadt
c/o Lazard Freres &
Co.
30 Rockefeller Plaza
New York, NY
10020
Year of Birth: 1921
|
|
ETF: Director; Nominating
and Audit Committee Member
|
|
ETF: Since 2005; current
term ends at the 2009 annual meeting
|
|
Retired since 2005; Limited
Partner and/or Limited Managing Director , Lazard Freres & Co. from
1986 to 2005; General Partner from 1970 to 1986
|
|
1
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
Lawrence J. Fox
One Logan Square
18th & Cherry
Streets
Philadelphia,
Pennsylvania 19103
Year of Birth: 1943
|
|
CH, LAQ and ISL: Director,
Nominating and Audit Committee Member. IF: Director, Nominating Committee
Chairman and Audit Committee Member
|
|
LAQ: Since 2006, current
term ends at the 2009 annual meeting. CH and ISL: Since 2006, current term
ends at the 2010 meeting. IF: Since 2000; current term ends at the 2011
annual meeting
|
|
Partner, Drinker
Biddle & Reath (law firm) since 1972
|
|
6
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
Steven N. Rappaport
c/o Lehigh Court,
LLC
555 Madison
Avenue,
29th Floor
New York, New
York 10022
Year of Birth: 1948
|
|
CH, LAQ, IF, ISL and ETF:
Director, Nominating and Audit Committee Member
|
|
CH: Since 2003; current
terms ends at the 2011 annual meeting. IF: Since 2005, current term ends at
the 2009 annual meeting. LAQ: Since 2005; current term ends at the 2011
annual meeting. ISL: Since 1992; current term
|
|
Partner of Lehigh Court,
LLC and RZ Capital (private investment firms) from July 2002 to present.
|
|
32
|
|
Director of iCAD, Inc.
(a surgical and medical instruments and apparatus company); Director of
Presstek, Inc. digital imaging technologies company); Director of Wood
Resources
|
4
Name,
Address and
Year of Birth
|
|
Position(s)
Held
With Fund(s)
|
|
Term of Office and
Length of Time
Served
|
|
Principal
Occupation(s)
During the
Past Five Years
|
|
Number of
Portfolios
in Fund
Complex
Overseen
By Director*
|
|
Other
Directorships
Held By Director
|
|
|
|
|
ends at the 2011 annual meeting.
ETF: Since 2006; current term ends at the 2009 annual meeting
|
|
|
|
|
|
LLC (a plywood
manufacturing company)
|
|
|
|
|
|
|
|
|
|
|
|
Non-Interested Directors:
|
|
|
|
|
|
|
|
|
|
|
|
James J. Cattano
c/o Primary Resources, Inc.
5100 Tamiami Trail
N.
Naples, FL 34103
Year of Birth: 1943
|
|
CH, LAQ, IF, ISL and ETF:
Director, Audit Committee Chairman and Nominating Committee Member
|
|
CH: Since 1989, current
term ends at the 2011 annual meeting. LAQ: Since 1990, current terms ends at
the 2011 annual meeting. ISL: Since 2005, current term ends at the 2011
annual meeting. IF: Since 2007, current term ends at the 2010 annual meeting.
ETF: Since 1993; current term ends at the 2010 annual meeting
|
|
President, Primary
Resources, Inc. (an international trading and manufacturing company
specializing in the sale of agricultural commodities throughout Latin
American markets) since October 1996
|
|
7
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
Martin M. Torino
c/o Credit Suisse
Asset Management,
LLC
Attn: General
Counsel
Eleven Madison
Avenue
New York, New
York 10010
Year of Birth: 1949
|
|
CH, LAQ & ETF:
Director; Nominating and Audit Committee Member
|
|
CH: Since 2005; current
term ends at the 2010 annual meeting. LAQ: Since 1990; current term ends at
the 2010 annual meeting. ETF: Since 1993; current term ends at the 2011
annual meeting
|
|
Chief Executive Officer and
Director of Celsur Logistica S.A. (Logistics) since 2002
|
|
3
|
|
None
|
Interested Directors:
|
|
|
|
|
|
|
|
|
|
|
|
None of the Directors of
any Fund are interested persons (as defined in the Investment Company Act
of 1940, as amended) of the Funds, CSAM, Aberdeen PLC and their affiliates.
|
* As of December 31,
2008.
|
5
OFFICERS
Name, Address and
Year of Birth
|
|
Positions(s) Held
With Fund(s)
|
|
Length of
Time Served
|
|
Principal
Occupation(s)
During the Past Five Years
|
|
|
|
|
|
|
|
George R. Hornig
Credit Suisse Asset
Management, LLC
Eleven Madison Avenue
New York, New York 10010
Year of Birth: 1954
|
|
CH, ISL, IF, LAQ and ETF:
Chief Executive Officer and President
|
|
CH, ISL, IF, LAQ and ETF:
Since 2008
|
|
Managing Director of Credit
Suisse; Co-Chief Operating Officer of Asset Management and Head of Asset
Management Americas; Associated with Credit Suisse since 1999; Officer of
other Credit Suisse Funds
|
|
|
|
|
|
|
|
Matthew J. K. Hickman
Credit Suisse Asset
Management, LLC
Eleven Madison Avenue
New York, New York 10010
Year of Birth: 1964
|
|
CH and LAQ: Chief Investment Officer
|
|
CH and LAQ: Since 2004
|
|
Director of Credit Suisse; Associated with Credit Suisse since
December 2003; Financial Advisor with Global Advisors from July 2003
to November 2003; General Manager of Compass Group Investment Advisors
S.A. from February 2002 to July 2003
|
|
|
|
|
|
|
|
Neil Gregson
c/o Credit Suisse Asset
Management, LLC
Eleven Madison Avenue
New York, New York 10010
Year of Birth: 1962
|
|
ISL: Chief Investment Officer
|
|
ISL: Since 2004
|
|
Managing Director of Credit Suisse Asset Management Limited;
Associated with Credit Suisse Asset Management Limited since 1990
|
|
|
|
|
|
|
|
Boon Hong Yeo
c/o Credit Suisse Asset
Management, LLC
Eleven Madison Avenue
New York, New York 10010
Year of Birth: 1960
|
|
IF: Chief Investment Officer
|
|
IF: Since 2003
|
|
Director of Credit Suisse Asset Management (Singapore) Ltd.;
Associated with Credit Suisse Asset Management Limited since 2002
|
|
|
|
|
|
|
|
Stephen Parr
c/o Credit Suisse Asset
Management, LLC
Eleven Madison Avenue
New York, New York 10010
Year of Birth: 1960
|
|
ETF: Chief Investment
Officer
|
|
ETF: Since 2008
|
|
Director of Credit Suisse
Asset Management Limited; Associated with Credit Suisse Asset Management
Limited since 2001
|
|
|
|
|
|
|
|
Michael A. Pignataro
Credit Suisse Asset
Management, LLC
Eleven Madison Avenue
New York, New York 10010
Year of Birth: 1959
|
|
CH, LAQ, IF, ISL and ETF: Chief Financial Officer
|
|
CH, LAQ, IF, ISL and ETF: Since 1993
|
|
Director and Director of Fund Administration of Credit Suisse;
Associated with Credit Suisse or its predecessor since 1984; Officer of other
Credit Suisse Funds
|
|
|
|
|
|
|
|
Emidio Morizio
Credit Suisse Asset
Management, LLC
One Madison Avenue
New York, New York 10010
Year of Birth: 1966
|
|
CH, LAQ, IF, ISL and ETF: Chief Compliance Officer
|
|
CH, LAQ, IF, ISL and ETF: Since 2004
|
|
Director and Global Head of Compliance of Credit Suisse; Associated
with Credit Suisse since July 2000; Officer of other Credit Suisse Funds
|
6
J. Kevin Gao
Credit Suisse Asset
Management, LLC
Eleven Madison Avenue
New York, New York 10010
Year of Birth: 1967
|
|
CH, LAQ, IF, ISL and ETF: Senior Vice President and Secretary, Chief
Legal Officer
|
|
CH, LAQ, IF, ISL and ETF: Senior Vice President and Secretary since
2004, and Chief Legal Officer since 2006
|
|
Director and Legal Counsel of Credit Suisse; Associated with Credit
Suisse since July 2003; Associated with the law firm of Willkie
Farr & Gallagher LLP from 1998 to 2003; Officer of other Credit
Suisse Funds
|
|
|
|
|
|
|
|
Cecilia Chau
Credit Suisse Asset
Management, LLC
Eleven Madison Avenue
New York, New York 10010
Year of Birth: 1973
|
|
CH, LAQ, IF, ISL and ETF: Treasurer
|
|
CH, LAQ, IF, ISL and ETF: Since 2008
|
|
Vice President of Credit Suisse since 2009; Assistant Vice President
of Credit Suisse from June 2007 to December 2008; Associated with
Alliance Bernstein L.P. from January 2007 to May 2007; Associated
with Credit Suisse from August 2000 to December 2006; Officer of
other Credit Suisse Funds
|
If
shareholders of a Fund approve Aberdeen, or Aberdeen Asia as appropriate, as
investment adviser to the Fund and the Proposed Transaction is consummated, it
is expected that: (i) the employment of the current officers of the Fund who
have investment advisory responsibilities over the Fund will be transferred to
Aberdeen PLC at closing and, to the extent such officers continue to be
employed by Aberdeen PLC, such officers will remain officers of the Fund; and (ii)
any current officer who does not continue in the employment of Aberdeen PLC
would resign effective at the closing of the Proposed Transaction. In addition, it is anticipated that employees
of affiliates of Aberdeen PLC may be presented to the Funds Board for
consideration as additional Fund officers.
Set
forth in the table below is the dollar range of equity securities in each Fund
and the aggregate dollar range of equity securities in the Credit Suisse Family
of Investment Companies (as defined below) beneficially owned by each Director
or nominee.
Name of Director or Nominee
|
|
Dollar Range of Equity Securities Owned
|
|
Aggregate Dollar Range of Equity
Securities in All Funds Overseen by
Director or Nominee in Credit
Suisse Family of Investment
Companies
|
Non-Interested Nominees for Director
:
|
|
|
|
|
|
|
|
|
|
Enrique
R. Arzac
|
|
CH: C
|
|
E
|
|
|
LAQ: D
|
|
|
|
|
ISL: C
|
|
|
|
|
IF: C
|
|
|
|
|
ETF: D
|
|
|
|
|
|
|
|
Lawrence
J. Fox
|
|
CH: B
|
|
D
|
|
|
LAQ: B
|
|
|
|
|
ISL: B
|
|
|
|
|
IF: C
|
|
|
|
|
|
|
|
Steven
N. Rappaport
|
|
CH: C
|
|
E
|
|
|
LAQ: D
|
|
|
7
|
|
ISL: D
|
|
|
|
|
IF: C
|
|
|
|
|
|
|
|
Walter
Eberstadt
|
|
ETF: D
|
|
D
|
|
|
|
|
|
Non-Interested Directors
:
|
|
|
|
|
|
|
|
|
|
James
J. Cattano
|
|
CH: D
|
|
E
|
|
|
LAQ: D
|
|
|
|
|
ISL: C
|
|
|
|
|
IF: B
|
|
|
|
|
ETF: C
|
|
|
|
|
|
|
|
Martin
M. Torino
|
|
CH: C
|
|
E
|
|
|
LAQ: C
|
|
|
|
|
ETF: C
|
|
|
Key to Dollar Ranges
A. None
B. $1 - $10,000
C. $10,001 - $50,000
D. $50,001 - $100,000
E. over $100,000
|
|
|
|
|
(1) This information
has been furnished by each Director as of December 31, 2008. Beneficial
ownership is determined in accordance with
Rule 16a-1(a)(2) promulgated under the Securities Exchange Act of
1934, as amended (the 1934 Act).
|
|
(2) Each Funds
Directors and officers, in the aggregate, own less than 1% of that Funds
outstanding equity securities.
|
|
(3) Credit Suisse
Family of Investment Companies means those registered investment companies
that share Credit Suisse as the investment adviser and that hold themselves
out to investors as related companies for purposes of investment and investor
services.
|
As of December 31,
2008, none of the non-interested nominees for election to the Boards, the
non-interested Directors or their immediate family members owned beneficially
or of record any class of securities in Credit Suisse or Aberdeen PLC or in a
person (other than a registered investment company) directly or indirectly
controlling, controlled by or under common control with Credit Suisse or
Aberdeen PLC.
With respect to CH, ISL, IF
and LAQ, during the fiscal year ended December 31, 2008, each Director who
was not a director, officer, partner, co-partner or employee of Credit Suisse,
the Administrator or any affiliate thereof, received an annual fee of $11,800
and $1,000 for each meeting of the Boards attended by him and was reimbursed
for expenses incurred in connection with his attendance at the Funds Board
meetings. Effective January 1, 2008, the annual fee increased to $11,800.
The Independent Chairman of these Funds also received an annual fee of $5,000;
this fee was increased from $4,000 on January 1, 2008. The total remuneration paid or accrued by CH,
LAQ, ISL and IF during the fiscal year ended December 31, 2008 to all such
unaffiliated Directors was $96,000, $96,000, $78,200 and $79,200, respectively.
The Directors have approved a compensation plan that permits each Director
entitled to receive a fee from the Fund to elect to receive up to one hundred
percent of his annual fee in the form of Fund shares issued by the Fund.
With respect to ETF, during
the fiscal year ended October 31, 2008, each Director of ETF who was not a
director, officer, partner, co-partner or employee of Credit Suisse, the
Administrator or any affiliate thereof, received an annual fee of approximately
$11,633, which reflects a blended fee of $10,800 per annum for the period of November 1,
2007 until December 31, 2007, and $11,800 per annum for periods after January 1,
2008. As noted above, the annual fee for
Directors was increased from $10,800 to $11,800 effective January 1, 2008.
Each Director of ETF who was not a director, officer, partner, co-partner or
employee of Credit Suisse, the Administrator or any affiliate thereof, also
received $1,000 for each meeting of the Board attended by him and was
reimbursed for expenses incurred in connection with his attendance at the Funds
Board meetings. The total remuneration paid or accrued by the Fund during the
fiscal year ended October 31, 2008 to
8
all such unaffiliated
Directors was $87,801. The Independent Chairman received an additional annual
fee of approximately $4,833, which reflects a blended fee of $4,000 per annum
for the period of November 1, 2007 until December 31, 2007, and
$5,000 per annum for periods after January 1, 2008. As noted above, this additional annual fee was
increased to $5,000 effective January 1, 2008. The Audit Committee Chairman receives an
additional annual fee of $2,000. The
Directors have approved a compensation plan that permits each Director entitled
to receive a fee from the Fund to elect to receive up to one hundred percent of
his annual fee in the form of Fund shares issued by the Fund.
During the fiscal year ended
December 31, 2008 for CH, ISL, LAQ and IF, each Board convened four times.
Each Director attended at least seventy-five percent of the aggregate number of
meetings of each Board and, if a member, the total number of meetings of the
Audit Committee and Nominating Committee held during the period for which he
served. During the fiscal year ended October 31,
2008, the Board of ETF convened five times.
Each Director attended at least seventy-five percent of the aggregate
number of meetings of each Board and, if a member, the total number of meetings
of the Audit Committee and Nominating Committee held during the period for
which he served.
At a meeting of CHs
Nominating Committee held on February 19, 2009, the Nominating Committee
(with the nominees abstaining from voting) nominated Mr. Arzac for a
three-year term. At a meeting of LAQs
Nominating Committee held on February 19, 2009, the Nominating Committee
(with the nominees abstaining from voting) nominated Messrs. Arzac and Fox
each for a three-year term. At a meeting of IFs Nominating Committee held on February 19,
2009, the Nominating Committee (with the nominees abstaining from voting)
nominated Messrs. Arzac and Rappaport each for a three-year term. At a
meeting of ISLs Nominating Committee held on February 19, 2009, the
Nominating Committee (with the nominees abstaining from voting) nominated Mr. Arzac
for a three-year term. At a meeting of
ETFs Nominating Committee held on February 19, 2009, the Nominating
Committee (with the nominees abstaining from voting) nominated each of Messrs. Eberstadt
and Rappaport for a three-year term.
Board
Committees
CH, ISL, LAQ, ETF and IF
each has an Audit Committee consisting of all the Directors who are not
interested persons of that Fund and who are independent of that Fund (as such
term is defined by the listing standards of the NYSE Alternext US LLC (Alternext
US)). Each of the Audit Committees of
CH, ISL, LAQ and IF convened three times during the fiscal year ended December
31, 2008. The Audit Committee of ETF convened three times during the fiscal
year ended October 31, 2008. Each Funds Audit Committee advises the full Board
with respect to accounting, auditing and financial matters affecting that
Fund. Each Funds Board has determined
that it has two audit committee financial experts serving on its Audit
Committee: Enrique R. Arzac and Steven N. Rappaport, each of whom is independent
of the Fund (as such term is defined by the Alternext US listing standards).
Messrs. Arzac, Cattano, Fox,
Rappaport and Torino constitute CHs and LAQs Nominating Committee; Messrs.
Arzac, Cattano, Fox and Rappaport constitute IFs and ISLs Nominating
Committee. The Nominating Committee of
CH, ISL, IF and LAQ convened four times during the fiscal year ended December 31,
2008. Messrs. Arzac, Cattano,
Eberstadt, Rappaport and Torino constitute ETFs Nominating Committee, which
met four times during the fiscal year ended October 31, 2008.
Each Funds Nominating
Committee selects and nominates Directors. Each Board has adopted a Nominating
Committee Charter (a copy of which is attached as Exhibit H). In
nominating candidates, each Committee shall take into consideration such
factors as it deems appropriate. These factors may include judgment, skill,
diversity, experience with investment companies and other organizations of
comparable purpose, complexity, size and subject to similar legal restrictions
and oversight, the interplay of the candidates experience with the experience
of other Board members, and the extent to which the candidate would be a
desirable addition to the Board and any committees thereof.
The Nominating Committee
will consider candidates submitted by shareholders or from other sources it
deems appropriate. Any recommendation should be submitted to the Secretary of
the Fund, Attn: J. Kevin Gao, c/o Credit Suisse Asset Management, LLC, Eleven
Madison Avenue, 24th Floor, New York, New York 10010. Any submission should
include at a minimum the following information: as to each individual proposed
for election or re-election as Director, the name, age, business address,
residence address and principal occupation or employment of such individual,
the class, series and number of shares of stock of a Fund that are beneficially
owned by such individual, the date such shares were acquired and the investment
intent of such acquisition, whether such stockholder believes such individual
is, or is not, an interested person of a Fund (as defined in the Investment
Company Act of 1940, as amended (the 1940 Act)), and information regarding
such individual that is sufficient, in the discretion of the Nominating
Committee, to make such determination, and all other information relating to
such individual that is required to be disclosed in solicitation of proxies for
election of Directors in an election contest (even if an election contest is
not involved) or is otherwise required, in each case pursuant to Regulation 14A
9
(or any successor provision)
under the 1934 Act, and the rules thereunder (including such individuals
written consent to being named in the proxy statement as a nominee and to
serving as a Director (if elected)). In the case of any Fund holding a meeting
of shareholders, any such submission, in order to be considered for inclusion
in the Funds proxy statement, should be submitted by a date not later than the
120th calendar day before the date the Funds proxy statement was released to
security holders in connection with the Funds previous years annual meeting
or, if the Fund has changed the meeting date by more than 30 days or if no
meeting was held the previous year, within a reasonable time before the Fund
begins to print and mail its proxy statement. Any such submission must also be
submitted by such date and contain such information as may be specified in a
Funds Bylaws, or as required by any relevant stock exchange listing standards.
Other
Board-Related Matters
Shareholders who wish to
send communications to the Boards should send them to the address of the
relevant Fund and to the attention of that Board, c/o J. Kevin Gao. All such communications will be directed to
the Boards attention.
The Funds do not have a
formal policy regarding Board member attendance at the Annual Meetings of
Shareholders.
REPORTS OF THE AUDIT COMMITTEES
Pursuant to the Audit
Committee Charter adopted by each Funds Board (a copy of which is attached as Exhibit I),
the Audit Committee is responsible for conferring with that Funds independent
registered public accounting firm, reviewing annual financial statements,
approving the selection of that Funds independent registered public accounting
firm and overseeing that Funds internal controls. Each Funds Audit Committee
charter also contains provisions relating to the pre-approval by the Audit
Committee of certain non-audit services to be provided by
PricewaterhouseCoopers LLP (PwC) to that Fund and to Credit Suisse and
certain of its affiliates. Each Audit Committee advises a Funds full Board
with respect to accounting, auditing and financial matters affecting the Fund.
The independent registered public accounting firm is responsible for planning
and carrying out audits in accordance with standards established by the Public
Accounting Oversight Board (United States).
Each Audit Committee has met
with the applicable Funds management to discuss, among other things, that Funds
audited financial statements for the fiscal year ended December 31, 2008
or October 31, 2008, as applicable. Each Audit Committee has also met with
the Funds independent registered public accounting firm, PwC, and discussed
with it certain matters required by Statement of Auditing Standards No. 61,
COMMUNICATIONS WITH AUDIT COMMITTEES, as currently modified or supplemented,
including, but not limited to, the scope of that Funds audit, that Funds
financial statements and that Funds accounting controls. Each Audit Committee
has received from PwC the letter required by the Securities and Exchange
Commissions (the SEC) independence rules describing any relationships
between it and the applicable Fund, Credit Suisse and its affiliates that may
be thought to bear upon the independence of the independent registered public
accounting firm. Each Audit Committee has discussed with PwC its independence
and has considered whether the provision of services by PwC to that Fund, to
Credit Suisse and its affiliates was compatible with maintaining PwCs
independence.
The members of the Audit
Committees are not professionally engaged in the practice of auditing or
accounting and are not employed by a Fund for accounting, financial management
or internal control. Moreover, each Audit Committee relies on and makes no
independent verification of the facts presented to it or representations made
by management or the independent registered public accounting firm.
Accordingly, an Audit Committees oversight does not provide an independent
basis to determine that management has maintained appropriate accounting and
financial reporting principles and policies, or internal controls and
procedures, designed to assure compliance with accounting standards and
applicable laws and regulations. Furthermore, the Audit Committees
considerations and discussions referred to above do not provide assurance that
the audit of a Funds financial statements has been carried out in accordance
with generally accepted auditing standards or that the financial statements are
presented in accordance with generally accepted accounting principles.
Based upon these reviews and
discussions, each Audit Committee recommended to the Board that the applicable
Funds audited financial statements be included in that Funds 2008 Annual
Report to Shareholders for the fiscal year ended December 31, 2008 or October 31,
2008, as applicable, and be mailed to shareholders and filed with the SEC.
Submitted by the Audit Committee of Each Funds Board
CH
|
|
LAQ
|
|
IF
|
|
ISL
|
|
ETF
|
Enrique
R. Arzac
James J. Cattano
Lawrence J. Fox
Steven N. Rappaport
Martin M. Torino
|
|
Enrique
R. Arzac
James J. Cattano
Lawrence J. Fox
Steven N. Rappaport
Martin M. Torino
|
|
Enrique
R. Arzac
James J. Cattano
Lawrence J. Fox
Steven N. Rappaport
|
|
Enrique
R. Arzac
James J. Cattano
Lawrence J. Fox
Steven N. Rappaport
|
|
Enrique R. Arzac
James
J. Cattano
Walter Eberstadt
Steven N. Rappaport
Martin M. Torino
|
10
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
At meetings held on November 20,
2008, each Funds Audit Committee approved the selection of PwC for the fiscal
year ending December 31, 2009 for CH, ISL, LAQ and IF, and for the fiscal
year ending October 31, 2009 for ETF. PwC has been each Funds independent
registered public accounting firm since each Fund commenced operations, and has
informed each Fund that it has no direct or material indirect financial
interest in that Fund. A representative of PwC will be available by telephone
at the Meetings and will have the opportunity to make a statement, if the
representative so desires, and will be available to respond to appropriate
questions.
The information in the table
below is provided for services, all approved by the Audit Committee, rendered
to CH, ISL, LAQ and IF by PwC for its fiscal years ended December 31, 2007
and December 31, 2008, and to ETF for its fiscal years ended October 31,
2007 and October 31, 2008.
|
|
2008
|
|
2007
|
|
|
|
CF
|
|
ISL
|
|
LAQ
|
|
IF
|
|
ETF
|
|
CF
|
|
ISL
|
|
LAQ
|
|
IF
|
|
ETF
|
|
Audit Fees
|
|
$
|
64,980
|
|
$
|
52,730
|
|
$
|
64,690
|
|
$
|
36,350
|
|
$
|
53,350
|
|
$
|
60,120
|
|
$
|
51,700
|
|
$
|
63,420
|
|
$
|
35,640
|
|
$
|
52,300
|
|
Audit Related Fees
|
|
$
|
3,400
|
|
$
|
13,040
|
|
$
|
3,400
|
|
$
|
3,400
|
|
$
|
3,400
|
|
$
|
3,340
|
|
$
|
12,790
|
|
$
|
3,340
|
|
$
|
3,340
|
|
$
|
3,340
|
|
Tax Fees
|
|
$
|
2,630
|
|
$
|
5,000
|
|
$
|
4,000
|
|
$
|
2,630
|
|
$
|
5,000
|
|
$
|
8,345
|
|
$
|
8,345
|
|
$
|
8,345
|
|
$
|
8,345
|
|
$
|
8,345
|
|
All Other Fees
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
Total
|
|
$
|
71,010
|
|
$
|
70,770
|
|
$
|
72,090
|
|
$
|
42,380
|
|
$
|
61,750
|
|
$
|
71,805
|
|
$
|
72,835
|
|
$
|
75,105
|
|
$
|
47,325
|
|
$
|
63,985
|
|
Each Audit Committee is
responsible for pre-approving (i) all audit and permissible non-audit
services to be provided by the independent registered public accounting firm to
each Fund and (ii) all permissible non-audit services to be provided by
the independent registered public accounting firm to Credit Suisse, and any
service provider to the Fund controlling, controlled by or under common control
with Credit Suisse that provided ongoing services to the Fund (Covered
Services Provider), if the engagement relates directly to the operations and
financial reporting of the Fund. Each Audit Committee may delegate its
responsibility to pre-approve any such audit and permissible non-audit services
to the Chairperson of the Audit Committee, and the Chairperson shall report to
the Audit Committee, at its next regularly scheduled meeting after the
Chairpersons pre-approval of such services, his or her decision(s). Each Audit
Committee may also establish detailed pre-approval policies and procedures for
pre-approval of such services in accordance with applicable laws, including the
delegation of some or all of the Audit Committees pre-approval
responsibilities to other persons (other than Credit Suisse or a Funds
officers). Pre-approval by an Audit Committee of any permissible non-audit
services shall not be required so long as: (i) the aggregate amount of all
such permissible non-audit services provided to a Fund, Credit Suisse and any
Covered Services Provider constitutes not more than 5% of the total amount of
revenues paid by the Fund to its independent registered public accounting firm
during the fiscal year in which the permissible non-audit services are
provided; (ii) the permissible non-audit services were not recognized by
the Fund at the time of the engagement to be non-audit services; and (iii) such
services are promptly brought to the attention of the Audit Committee and
approved by the Audit Committee (or its delegate(s)) prior to the completion of
the audit.
The aggregate fees billed by
PwC for non-audit services rendered to each of CH and IF for the fiscal years
ended December 31, 2007 and December 31, 2008 were $8,345 and $2,630,
respectively, and for non-audit services rendered to LAQ for the fiscal years
ended December 31, 2007 and December 31, 2008 were $8,345 and $4,000,
respectively. The aggregate fees billed
by PwC for non-audit services rendered to ISL for the fiscal years ended December 31,
2007 and
11
December 31, 2008 were $8,345 and $5,000, respectively. The
aggregate fees billed by PwC for non-audit services rendered to ETF for the
fiscal years ended October 31, 2007 and October 31, 2008 were $8,345
and $5,000, respectively. These amounts
include fees for non-audit services required to be pre-approved by the Funds
Audit Committees.
PwC did not render to Credit
Suisse or any Covered Services Provider any non-audit services that directly
related to any Fund for the fiscal years ended December 31, 2007 and December 31,
2008 with respect to CH, ISL, LAQ and IF or for the fiscal years ended October 31,
2007 and October 31, 2008 with respect to ETF.
COMPENSATION
The following table shows
certain compensation information for the Directors of CH, ISL, IF, and LAQ for
the fiscal year ended December 31, 2008, and for the Directors of ETF for
the fiscal year ended October 31, 2008. All officers of the Funds are
employees of and are compensated by Credit Suisse. None of the Funds executive
officers or Directors who are also officers or directors of Credit Suisse
received any compensation from any Fund for such period. None of the Funds has
any bonus, profit sharing, pension or retirement plans.
|
|
Aggregate Compensation From Fund
|
|
Total
Compensation
From Fund
and Fund
Complex Paid
|
|
Name of Director
|
|
CF
|
|
ISL
|
|
IF
|
|
LAQ
|
|
ETF
|
|
To Directors*
|
|
Non-Interested Nominees For Director:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Enrique R. Arzac
|
|
$
|
22,800
|
|
$
|
22,800
|
|
$
|
22,800
|
|
$
|
22,800
|
|
$
|
22,800
|
|
$
|
245,450
|
|
Lawrence J. Fox
|
|
$
|
17,800
|
|
$
|
17,800
|
|
$
|
18,800
|
|
$
|
17,800
|
|
$
|
0
|
|
$
|
113,800
|
|
Steven N. Rappaport
|
|
$
|
17,800
|
|
$
|
17,800
|
|
$
|
17,800
|
|
$
|
17,800
|
|
$
|
17,800
|
|
$
|
227,950
|
|
Walter Eberstadt
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
16,800
|
|
$
|
16,800
|
|
Non-Interested Directors:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James J. Cattano
|
|
$
|
19,800
|
|
$
|
19,800
|
|
$
|
19,800
|
|
$
|
19,800
|
|
$
|
19,800
|
|
$
|
138,600
|
|
Martin M. Torino
|
|
$
|
17,800
|
|
$
|
0
|
|
$
|
0
|
|
$
|
17,800
|
|
$
|
17,800
|
|
$
|
53,400
|
|
* 32 funds comprise the Fund complex. See the Directors table
for the number of funds each Director serves.
EACH FUNDS BOARD, INCLUDING THE NON-INTERESTED DIRECTORS,
RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE NOMINEES FOR DIRECTOR FOR THAT
FUND.
Special Meeting Proposals - Approval of New Agreements
After deliberations over the
past several months, the Board of each Fund, consisting entirely of Independent
Directors (as defined below), has unanimously approved a New Advisory Agreement
between each Fund and Aberdeen or, solely with respect to IF, Aberdeen Asia. The Aberdeen Advisers are wholly owned
subsidiaries of Aberdeen PLC.
The
Boards deliberations were prompted by the announcement on December 31,
2008 by Credit Suisse, the corporate parent of CSAM, that it proposes to sell
the Sold Businesses to Aberdeen PLC in return for up to 24.9% of the enlarged
share capital of Aberdeen PLC. The stake
is valued at approximately $360 million as of December 30, 2008. The sale comprises approximately $71 billion
of assets under management (valued as of December 30, 2008) and includes
the majority of the Global Investors business in Europe, the US, and Asia
Pacific. As part of the Proposed
Transaction, Credit Suisse will have a non-executive seat on the board of
directors of Aberdeen PLC. The
transaction is subject to customary closing conditions, including regulatory
approvals in various jurisdictions and approval by Aberdeen PLC shareholders,
and is expected to close in one or more stages in the second quarter of
2009. The Funds are not parties to the
Proposed Transaction and Fund shareholders are not being asked to vote on the
Proposed Transaction.
12
The Sold Businesses include
the parts of CSAM and the CSAM Sub-Advisers responsible for managing the
Funds. A CSAM Sub-Adviser acts as
sub-adviser to each of ISL, IF and ETF.
ISL is also sub-advised by Analyst Exchange, which is not affiliated
with Credit Suisse, Aberdeen PLC or their affiliates and is not a party to the
Proposed Transaction. Each of CH and LAQ
is sub-advised by Celfin, which is not affiliated with Credit Suisse, Aberdeen
PLC or their affiliates and is not a party to the Proposed Transaction. If consummated, the Proposed Transaction
would constitute an assignment terminating each Existing CSAM Agreement.
In
anticipation of the Terminations, the Boards of the Funds met on several
occasions to consider alternatives. On March 18,
2009, after considering alternatives and conducting an extensive analysis of
the capabilities and credentials of the Aberdeen Advisers, each Funds Board
unanimously approved the New Advisory Agreement between each Fund and Aberdeen
or, solely with respect to IF, Aberdeen Asia, determining that Aberdeen, or
Aberdeen Asia in the case of IF, would provide each Fund with high quality
investment management services at fee rates identical to or, for certain Funds
at certain asset levels, lower than the rates under the current
agreements. Accordingly, shareholders of
each Fund are being asked to approve a New Advisory Agreement with Aberdeen or
Aberdeen Asia, as appropriate, with terms that are similar to the terms of the
CSAM Advisory Agreement and with the same or, for certain Funds at certain
asset levels, lower fee structures as are currently in effect with CSAM. Each New Advisory Agreement will contain new
terms intended to provide consistency among the New Advisory Agreements, to
memorialize current practices already being performed by the investment adviser
or to operate to the benefit of the respective Fund.
In addition, the Board of ISL
unanimously approved a New Sub-Advisory Agreement among the Fund, Aberdeen and
Analyst Exchange, the existing sub-adviser to the Fund. The Board of each of CH and LAQ unanimously
approved a New Sub-Advisory Agreement for each such Fund among the Fund, Aberdeen
and Celfin, the existing sub-adviser to these Funds. Neither Analyst Exchange nor Celfin is
affiliated with Credit Suisse, Aberdeen PLC or their affiliates or is a party
to the Proposed Transaction. The New
Sub-Advisory Agreements were necessary to reflect the Terminations of the CSAM
Advisory Agreements of CH, LAQ and ISL.
Therefore, shareholders of ISL, CH and LAQ are also being asked to
approve New Sub-Advisory Agreements with the Sub-Advisers, as appropriate. The terms of each New Sub-Advisory Agreement
will be similar to the terms of the existing agreements with the Sub-Advisers,
and will reflect the same fee structures as are currently in effect with the
Sub-Advisers. Each New Sub-Advisory
Agreement will contain new terms intended to provide consistency among the New
Sub-Advisory Agreements, to memorialize current practices already being
performed by the investment sub-adviser or to operate to the benefit of the
respective Fund.
If
shareholders approve the New Advisory Agreement and the New Sub-Advisory
Agreement, as applicable, each New Agreement will become effective upon the
closing of the Proposed Transaction. If
the Proposed Transaction is not consummated within a reasonable period, the
Board of each Fund will consider alternatives and take such action as it deems
to be in the best interests of the Fund and its shareholders, including, if the
New Agreements have been approved by shareholders pursuant to the Special
Meetings, potentially proceeding with such New Agreements without further
shareholder approval.
Following the Terminations,
if shareholder approval is obtained, the Funds will have the investment
advisers and/or investment sub-advisers as set out below:
Fund
|
|
Investment
Adviser
|
|
Investment
Sub- Adviser
|
The
Chile Fund, Inc.
|
|
Aberdeen
Asset Management Investment Services Limited
|
|
Celfin
Capital Servicios Financieros S.A. (Chilean Investments)
|
The
Emerging Markets Telecommunications Fund, Inc.
|
|
Aberdeen
Asset Management Investment Services Limited
|
|
|
The
First Israel Fund, Inc.
|
|
Aberdeen
Asset Management Investment Services Limited
|
|
Analyst
Exchange and Trading Services Ltd.
|
The
Indonesia Fund, Inc.
|
|
Aberdeen
Asset Management Asia Limited
|
|
|
The
Latin America Equity Fund, Inc.
|
|
Aberdeen
Asset Management Investment Services Limited
|
|
Celfin
Capital Servicios Financieros S.A. (Chilean Investments)
|
13
Terms of the Proposed Transaction
The consummation of the
Proposed Transaction is subject to certain terms and conditions, including,
among others: (1) the parties to the Proposed Transaction obtaining
certain regulatory approvals; and (2) approval by Aberdeen PLC
shareholders. If each of the terms and
conditions is satisfied or waived, the parties to the Proposed Transaction
anticipate that the closing will take place in one or more stages during the
second quarter of 2009.
Following the consummation
of the Proposed Transaction, if shareholder approval of the Special Meeting
Proposals is obtained, the Funds will be managed by portfolio management teams
from Aberdeen or Aberdeen Asia as appropriate.
Any existing portfolio managers, management team members and other key
employees and senior professionals of Credit Suisse and CSAM whose employment
is continued by Aberdeen PLC will be integrated with the Aberdeen Advisers
teams that will be managing the Funds.
There can be no assurance, however, that any portfolio manager or other
employee of Credit Suisse or CSAM that is part of the Sold Businesses will continue
to be employed by Aberdeen PLC after the completion of the Proposed Transaction
or will choose to remain an employee of Aberdeen PLC. Aberdeen, Aberdeen Asia and/or Aberdeen PLC
may enter into retention agreements with certain key personnel of Credit Suisse
and CSAM in order to secure their services going forward.
As further discussed below,
the Aberdeen Advisers have agreed that, for a minimum of three years subsequent
to the consummation of the Proposed Transaction, they shall ensure that there
is not imposed an unfair burden, as defined in Section 15(f) of the
1940 Act, on any Fund, which includes refraining from proposing any increase in
the fees paid by the Funds to Aberdeen or Aberdeen Asia. All contractual arrangements whereby CSAM has
agreed either to limit the expenses of certain Funds to a specified annual rate
or to waive expenses of certain Funds by a specified annual rate will be
continued by the Aberdeen Advisers upon completion of the Proposed Transaction,
and all voluntary arrangements either to limit the expenses of certain Funds to
a specified annual rate or to waive fees of certain Funds will be continued by
the Aberdeen Advisers for two years from the date on which Aberdeen or Aberdeen
Asia begin managing the Funds.
Benefits of the New Agreements
Potential benefits of the
New Agreements to shareholders of the Funds include: (i) the provision of
uninterrupted, high quality investment advisory services for the Funds based on
the reputation, financial strength and resources of the Aberdeen Advisers; (ii) the
opportunity to be part of a broad closed-end fund platform from a global and
independent organization with an exclusive focus on continuing and expanding
its asset management business in general and its U.S.-registered closed-end
fund business in particular; (iii) an investment approach utilizing a
buy-and-hold, low-turnover investment philosophy and a company-level,
first-hand research investment process that can produce the type of long-term
performance results the shareholders of the Funds have come to expect; (iv) no
diminution in the nature, quality and extent of services provided to the Funds
and their shareholders, including administrative, regulatory and compliance
services; (v) in the case of CH, ETF, ISL and LAQ, management by the
Global Emerging Markets Equity Team with over 30 members and, in the case of
IF, management by the Asian Equity Team with nearly 20 members; (vi) the
provision of uninterrupted investment sub-advisory services by the Sub-Advisers
in consultation with Aberdeen; and (vii) for each of CH, IF and ISL, a new
or revised management fee breakpoint schedule that will result in lower
management fee rates for such a Fund at certain asset levels.
Proxy Solicitation and Related Costs
Proxy solicitations will be
made primarily by mail, but solicitations may also be made by telephone,
electronic communications or personal interviews conducted by officers or
employees of the Funds; CSAM, the investment adviser to the Funds; the
Administrator; or The Altman Group, Inc. (Altman Group), a proxy
solicitation firm that has been retained by each Fund and will receive a fee
not to exceed $ per Fund and be
reimbursed for its reasonable expenses.
All costs of solicitation in connection with the Annual and Special
Meeting Proposals will be borne 50% by each of Credit Suisse and Aberdeen
PLC. Solicitation costs borne by Credit
Suisse and Aberdeen PLC include (a) printing and mailing of this Joint
Proxy Statement and accompanying material, (b) the reimbursement of
brokerage firms and others for their expenses in forwarding solicitation
material to the beneficial owners of each Funds shares, (c) payment of
Altman Group for its services in soliciting proxies for the Annual and Special
Meetings and (d) supplementary solicitations to submit proxies for the
Annual and Special Meetings. This Joint Proxy Statement is expected to be
mailed to shareholders on or about April ,
2009.
14
Information Concerning CSAM and the CSAM Sub-Advisers
CSAM, located at Eleven
Madison Avenue, New York, New York 10010, is currently an indirect wholly owned
subsidiary of Credit Suisse. Following
the closing of the Proposed Transaction, to the extent approvals are obtained,
Aberdeen will be the investment adviser responsible for the management of CH,
ISL, LAQ and ETF, and Aberdeen Asia will be the investment adviser responsible
for the management of IF.
CSAM UK, located at One
Cabot Square, London, UK E14 4QJ, is currently an indirect wholly owned
subsidiary of Credit Suisse and is an investment sub-adviser to ISL and
ETF. Following the closing of the
Proposed Transaction, to the extent approvals are obtained, ETF will no longer
have a sub-adviser, and ISL will be sub-advised only by Analyst Exchange.
CSAM Australia, located at
Level 31, Gateway Building, 1 Macquarie Place, Sydney, NSW 2000, is currently
an indirect wholly owned subsidiary of Credit Suisse and is an investment
sub-adviser to IF. Following the closing
of the Proposed Transaction, to the extent approvals are obtained, IF will no
longer be sub-advised by any entity.
Information
Concerning the Aberdeen Advisers
Aberdeen, located at One Bow
Churchyard, London, EC4M 9HH, is a United Kingdom corporation and was acquired
by Aberdeen PLC in December 2005. Aberdeen is a U.S. registered investment
adviser and is also regulated in the United Kingdom by the Financial Services
Authority. Aberdeen provides equity and fixed income advisory services to U.S.
clients. Aberdeen is a direct wholly owned subsidiary of Aberdeen PLC. As of December 31, 2008, Aberdeen had
contracted for approximately $0.9 billion in assets.
Aberdeen Asia, located at 21
Church Street #01-01, Capital Square Two, Singapore 049480 is a Singapore
corporation. Aberdeen Asia is a U.S. registered investment adviser. Aberdeen Asia provides equity and fixed
income advisory services to U.S. clients.
Aberdeen Asia is a direct wholly owned subsidiary of Aberdeen PLC. As of December 31, 2008, Aberdeen Asia
had contracted for approximately $9.4 billion in assets.
Aberdeen PLC, located at 10
Queens Terrace, Aberdeen, AB10 1YG, is the parent company of an asset
management group managing assets for both institutional and retail clients from
offices around the world. As of December 31, 2008, Aberdeen PLC was 9.08%
(fully diluted) owned by its management and staff. As of December 31,
2008, Aberdeen PLC had approximately $158.4 billion in assets under management.
The name, address and
principal occupation of the principal executive officers and each director of
the Aberdeen Advisers are set out in the table below. No officer or Director of
a Fund is also an officer, employee or director of Aberdeen or Aberdeen Asia.
No Independent Director of a Fund owns any securities of, or has any other
material direct or indirect interest in, Aberdeen, Aberdeen Asia or any of
their affiliates. However, employees of Aberdeen PLC or its affiliates may
receive, as a portion of their bonus, deferred shares of and/or stock options
for Aberdeen PLC, which vest upon the occurrence of certain events.
Following the completion of
the Proposed Transaction, Aberdeen PLC will own, directly or indirectly, all of
the Sold Businesses.
Neither Aberdeen nor
Aberdeen Asia provides investment advisory or sub-advisory services to any fund
registered under the 1940 Act that has a similar investment objective, strategy
and investment focus to any of the Funds.
Directors/Principal Officers of Aberdeen
Name
and Principal Business Address
|
|
Principal Occupation
|
David
Hill
One Bow Churchyard
Cheapside
London, United Kingdom
EC4M 9HH
|
|
Director
of Aberdeen (since February 2007) and Chief Operating Officer of Fixed
Income of the Aberdeen Group (since February 2007).
|
15
Andrew
Laing
10 Queens Terrace
Aberdeen, Scotland
AB10 1YG
|
|
Director
and Deputy Chief Executive of Aberdeen PLC (since June 2008).
|
|
|
|
Rod
MacRae
40 Princes Street
Edinburgh, Scotland
EH2 2BY
|
|
Director
of Aberdeen (since December 2005) and Group Head of Risk of the Aberdeen
Group (since November 2005).
|
|
|
|
Gary
Marshall
40 Princes Street
Edinburgh, Scotland
EH2 2BY
|
|
Director
of Aberdeen (since December 2005) and Head of Collective Funds of
Aberdeen PLC (since February 2007). Member of Aberdeen Group Management
Board (since 1997).
|
|
|
|
Charles
McKenzie
One Bow Churchyard
Cheapside
London, United Kingdom
EC4M 9HH
|
|
Director
of Aberdeen (since December 2005) and Head of Fixed Income Europe,
Middle East and Asia of the Aberdeen Group (since February 2008).
|
|
|
|
Anne
Richards
40 Princes Street
Edinburgh, Scotland
EH2 2BY
|
|
Chief
Executive and Director of Aberdeen and Chief Investment Officer of Aberdeen
PLC (since December 2005).
|
|
|
|
Gordon
White
10 Queens Terrace
Aberdeen, Scotland
AB10 1YG
|
|
Director
and Chief Financial Officer of Aberdeen (since December 2005) and Group
Financial Controller of Aberdeen PLC (since 1990).
|
Directors/Principal Officers of Aberdeen Asia
Name
and Principal Business Address
|
|
Principal Occupation
|
Hugh
Young
Aberdeen Asset Management Asia Limited
21 Church Street
#0101 Capital Square Two
Singapore 049480
|
|
Managing
Director of Aberdeen Asia (since 1992)
|
|
|
|
Martin
J. Gilbert
Aberdeen Asset Management PLC
10 Queens Terrace
Aberdeen, Scotland
AB10 1YG
|
|
Director
of Aberdeen Asia (since 1991) and Chief Executive and Executive Director of
Aberdeen PLC (since 1983)
|
|
|
|
Yoon-Chou
Chong
Aberdeen Asset Management Asia Limited
21 Church Street
#01-01 Capital Square Two
Singapore 049480
|
|
Director
of Aberdeen Asia (since 1998)
|
|
|
|
Peter
J. Hames
Aberdeen Asset Management Asia Limited
21 Church Street
#01-01 Capital Square Two
Singapore 049480
|
|
Director
and Head of Asian Equities of Aberdeen Asia (since 1992)
|
|
|
|
Corinne
Y. Cheok
Aberdeen Asset Management Asia Limited
21 Church Street
#01-01 Capital Square Two
Singapore 049480
|
|
Director
and Head of Distribution, Asia-Pacific of Aberdeen Asia (since 1999)
|
16
Hon-Yu
Low
Aberdeen Asset Management Asia Limited
21 Church Street
#01-01 Capital Square Two
Singapore 049480
|
|
Director
of Finance and Operations of Aberdeen Asia (since 1999)
|
|
|
|
Patrick
J.J. Corfe
Aberdeen Asset Management Asia Limited
21 Church Street
#01-01 Capital Square Two
Singapore 049480
|
|
Marketing/Business
Director of Aberdeen Asia (since 2000)
|
|
|
|
Nicholas
P.H. Hadow
Aberdeen Asset Management Asia
Limited
21 Church Street
#01-01 Capital Square Two
Singapore 049480
|
|
Director
and Regional Head of Business Development of Aberdeen Asia (since 2005)
|
|
|
|
Donald
R. Amstad
Aberdeen Asset Management Asia
Limited
21 Church Street
#01-01 Capital Square Two
Singapore 049480
|
|
Director
of Business Development of Aberdeen Asia (since 2007)
|
|
|
|
Anthony
J. Michael
Aberdeen Asset Management Asia
Limited
21 Church Street
#01-01 Capital Square Two
Singapore 049480
|
|
Director
and Head of Fixed Income, Asia of Aberdeen Asia (since 2008)
|
Information
Concerning the Non-CSAM Sub-Advisers
Celfin, located at Avenida
Apoquindo 3721, 19th floor, Las Condes, Santiago, Chile, serves as Chilean
investment sub-adviser to CH and LAQ.
The New Sub-Advisory Agreements with Celfin and each of CH and LAQ will
reflect that Aberdeen will replace CSAM as the Funds investment adviser.
Celfin is a closed
corporation organized under the laws of Chile and is an investment adviser registered
with the SEC under the Investment Advisers Act of 1940 (the Advisers Act). Celfin is a 98% owned direct subsidiary of
Inversiones Celfin Capital S.A., located at Avenida Apoquindo 3721, 19th floor,
Las Condes, Santiago, Chile, which owns 98% of Celfin. Inversiones Casablanca Ltda., located at
Peumo 187, Vitacura, Santiago, Chile, and Patmos Finance SA, located at Avenida
Apoquindo 3721, 19th floor, Santiago, Chile, each own 32% of Inversiones Celfin
Capital S.A., and Inversiones y Renta Montemar Ltda., located at Dieciocho 229,
2nd floor, Santiago, Chile, owns 16% of Inversiones Celfin Capital S.A. The two controlling managing directors of
Inversiones Celfin Capital S.A. are Juan Andrés Camus and Jorge Diego
Errázuriz.
The name and principal occupation
of the principal executive officers and each director of Celfin are set out in
the table below. The principal address
of the principal officers and each director is Avenida Apoquindo 3721, 19th
floor, Las Condes, Santiago, Chile. No
officer or Director of a Fund is also an officer, employee or director of
Celfin. No Independent Director of a Fund owns any securities of, or has any
other material direct or indirect interest in, Celfin or any of its affiliates.
Directors/Principal Officers of Celfin
Name
|
|
Principal Occupation
|
Juan
Andrés Camus
|
|
Chief
Executive Officer and Director of Celfin
|
|
|
|
Jorge
Diego Errázuriz
|
|
Chairman
of Celfin
|
|
|
|
Alejandro
Montero
|
|
Chief
Executive Officer of the parent company, Inversiones Celfin Capital S.A.
|
17
Rodrigo
Rojas
|
|
Equity
Portfolio Manager
|
|
|
|
Veronica
Montero
|
|
Legal
Counsel and Compliance Officer
|
|
|
|
Lorena
Campos
|
|
Back
Office for Investment Funds
|
|
|
|
Alexander
Ratinoff
|
|
Equity
Research Analyst (since 2007)
|
Analyst Exchange, located at
46 Rothschild Blvd., Tel Aviv, Israel, 66883, serves as investment sub-adviser
to ISL. The New Sub-Advisory Agreement
with Analyst Exchange and ISL will reflect that Aberdeen will replace CSAM as
the Funds investment adviser.
Analyst Exchange is a
private company organized under the laws of Israel and is an investment adviser
registered with the SEC under the Advisers Act.
Analyst Exchange is a wholly owned subsidiary of Analyst I.M.S. Investment
Management Services Ltd, located at 46 Rothschild Blvd., Tel Aviv 66883. Analyst I.M.S. Investment Management Services
Ltd is controlled by each of Ehud Shiloni and Shmuel Lev.
The name and principal
occupation of the principal executive officers and each director of Analyst
Exchange are set out in the table below.
The principal address of the principal officers and each director 46
Rothschild Blvd., Tel Aviv 66883. No
officer or Director of a Fund is also an officer, employee or director of
Analyst Exchange. No Independent Director of a Fund owns any securities of, or
has any other material direct or indirect interest in, Analyst Exchange or any
of its affiliates.
Directors/Principal Officers of Analyst Exchange
Name
|
|
Principal Occupation
|
Shmuel
Lev
|
|
Chairman
and Joint Managing Director
|
|
|
|
Ehud
Shiloni
|
|
Joint
Managing Director
|
|
|
|
Rafi
Kesel
|
|
Head
of Investment Department
|
|
|
|
Noga
Yatziv
|
|
Director
|
|
|
|
Mina
Lander Manor
|
|
Chief
Operation Officer
|
|
|
|
Yair
Wertheimer
|
|
Director
|
|
|
|
Nava
Levy
|
|
Chief
Financial Officer
|
|
|
|
Idit
Zeelon Rozen
|
|
Compliance
Officer and General Counsel
|
|
|
|
Shai
Vodovoz
|
|
Chief
Executive Officer
|
Neither Celfin nor Analyst
Exchange provides investment advisory or sub-advisory services to any fund
registered under the 1940 Act that has a similar investment objective, strategy
and investment focus to any of the Funds.
Information
Concerning the Administrators
Brown Brothers Harriman &
Co., located at 40 Water Street, Boston, MA 02109, will continue to serve as
each Funds administrator. Celfin Capital
S.A. Administradora de Fondos de Capital Extranjero, located at Apoquindo 3721,
Piso 19, Santiago, Chile, will continue to serve as the sub-administrator to CH
and LAQ with respect to Chilean investments.
New
Advisory Agreements
CSAM serves as investment
adviser to each Fund, CSAM UK serves as sub-adviser to ETF and ISL and CSAM
Australia serves as sub-adviser to IF.
The Proposed Transaction will result in an assignment of each Existing
CSAM Agreement under the 1940 Act. As
required by the 1940 Act, each
18
Existing CSAM Agreement provides for its automatic termination in the
event of an assignment, and each Existing CSAM Agreement will terminate upon
the consummation of the Proposed Transaction.
In
anticipation of the Terminations, the Boards acted to ensure that each Fund
would receive uninterrupted, high quality investment management services. After considering alternatives and conducting
an extensive analysis of the capabilities and credentials of the Aberdeen
Advisers, each Board, consisting entirely of Independent Directors (as defined
below), determined that Aberdeen, or Aberdeen Asia in the case of IF, provided
these high quality services at fee rates identical to or, for certain Funds at
certain asset levels, lower than, the rates under the CSAM Advisory Agreements
and approved the New Advisory Agreements.
Shareholders of each Fund are now being asked to approve each New
Advisory Agreement with Aberdeen or, in the case of IF, Aberdeen Asia, with
terms that are similar to the terms of the CSAM Advisory Agreements in order to
permit the Aberdeen Advisers to provide advisory services to each Fund on
similar terms and with the same or, for certain Funds at certain asset levels,
lower fee structures as are currently in effect. Each New Advisory Agreement will contain new
terms intended to provide consistency among the New Advisory Agreements, to
memorialize current practices already being performed by the investment adviser
or to operate to the benefit of the respective Fund. ETF and IF will no longer have sub-advisers
following the completion of the Proposed Transaction, and ISL will no longer
have a CSAM Sub-Adviser.
The Board of IF has approved
an interim advisory agreement (the IF Interim Agreement) with Aberdeen Asia
to become effective in the event that the Proposed Transaction closes and
shareholders of IF have not yet approved the New Advisory Agreement. If IFs New Advisory Agreement is not
approved by the shareholders within 150 days of the date on which the
Termination occurs (expected to be on April 30, 2009), the Board will take
such action as it deems to be in the best interests of IF and its
shareholders. The Boards of the other
Funds have approved interim advisory agreements with Aberdeen (together with
the IF Interim Agreement, the Interim Agreements) to become effective in the
event that the Proposed Transaction closes and shareholders of a particular
Fund have not yet approved a New Advisory Agreement for that Fund. If a New Advisory Agreement for any of the
other Funds is not approved by the shareholders within 150 days of the date on
which the Terminations occur (expected to be on June 30, 2009 with respect
to the other Funds), the Board will take such action as it deems to be in the
best interests of the Fund and its shareholders.
Compensation earned by the
Aberdeen Advisers under the Interim Agreements would be held in an
interest-bearing escrow account pending shareholder approval of the New
Advisory Agreements. If shareholders
approve the New Advisory Agreements within 150 days from the Terminations of
the CSAM Advisory Agreements, the amount held in the escrow account, including
interest, will be paid to the Aberdeen Advisers, as appropriate. If shareholders of the applicable Funds do
not approve the New Advisory Agreements, Aberdeen and/or Aberdeen Asia will be
paid the lesser of the costs incurred in performing their services under the
Interim Agreements or the total amount in the escrow account, including interest
earned. If at the end of 150 days
following the Termination of a Funds CSAM Advisory Agreement the applicable
Funds shareholders still have not approved the New Advisory Agreement, the
applicable Board will take such actions as they deem to be in the best
interests of the Fund and their shareholders.
New
Sub-Advisory Agreements with Celfin and Analyst Exchange
Celfin serves as sub-adviser
to each of CH and LAQ and Analyst Exchange serves as sub-adviser to ISL. New Sub-Advisory Agreements with the
Sub-Advisers will need to be approved to reflect the Terminations of the CSAM
Advisory Agreements with each of CH, LAQ and ISL.
Under the 1940 Act, a
material change to a funds investment advisory agreement generally creates a
new agreement that must be approved by the funds shareholders. As part of the Proposed Transaction, CSAM
will no longer serve as investment adviser to the Funds and Aberdeen, or
Aberdeen Asia, as appropriate, will replace CSAM. After considering alternatives and conducting
an extensive analysis of the Sub-Advisers, the Board of each of CH, LAQ and ISL
approved New Sub-Advisory Agreements with Celfin on behalf of CH and LAQ and
Analyst Exchange on behalf of ISL.
Accordingly, shareholders of each of CH, LAQ and ISL are being asked to
approve New Sub-Advisory Agreements to reflect the Terminations of the CSAM
Advisory Agreements with each of CH, LAQ and ISL. The Sub-Advisers will continue to perform the
sub-advisory services on terms that are similar to the terms of the existing sub-advisory
agreements with the Sub-Advisers and with the same fee structures as are
currently in effect. Each New
Sub-Advisory Agreement will contain new terms intended to provide consistency
among the New Sub-Advisory Agreements, to memorialize current practices already
being performed by the investment sub-adviser or to operate to the benefit of
the respective Fund. For each of CH, LAQ
and ISL, the Special Meeting Proposal to approve each New Sub-Advisory Agreement
is subject to the approval of the Special Meeting Proposal to approve the
applicable New Advisory Agreement.
19
The Board of each of CH, LAQ
and ISL has approved interim sub-advisory agreements (such agreements included
within the term Interim Agreements) with Celfin or Analyst Exchange, as the
case may be, to become effective in the event that the Proposed Transaction
closes and shareholders of a particular Fund have not yet approved a New
Sub-Advisory Agreement for that Fund. If
a New Sub-Advisory Agreement for a Fund is not approved by the shareholders
within 150 days on which the Terminations occur (expected to be on June 30,
2009), the Board will take such action as it deems to be in the best interests
of the Fund and its shareholders.
Compensation earned by the
Sub-Advisers under the Interim Agreements would be held in an interest-bearing
escrow account pending shareholder approval of the New Sub-Advisory
Agreements. If shareholders approve New
Sub-Advisory Agreements within 150 days from the date on which the Terminations
occur, the amount held in the escrow account, including interest, will be paid
to the Sub-Advisers. If shareholders of
the applicable Funds do not approve New Sub-Advisory Agreements, the
Sub-Advisers will be paid the lesser of the costs incurred in performing their
services under the Interim Agreements or the total amount in the escrow
account, including interest earned. If
at the end of 150 days following the date on which the Terminations occur the
applicable Funds shareholders still have not approved New Sub-Advisory
Agreements, the applicable Board will take such actions as they deem to be in
the best interests of the Funds and their shareholders.
Special
Meeting Proposal 1 - Approval of New Advisory Agreements
Shareholders of each Fund
are being asked to approve a New Advisory Agreement between the relevant Fund
and Aberdeen or, in the case of IF, Aberdeen Asia, whereby Aberdeen or Aberdeen
Asia, as the case may be, will provide all advisory services that CSAM currently
provides pursuant to the Funds CSAM Advisory Agreement. As described above, each Funds CSAM Advisory
Agreement will terminate upon consummation of the Proposed Transaction. Therefore, the Boards, in anticipation of the
Terminations, acted to ensure that each Fund would receive uninterrupted, high
quality investment management services.
After several meetings in which they considered alternatives and
conducted an extensive analysis of the capabilities and credentials of the
Aberdeen Advisers, each Board, which consists entirely of Independent Directors
(as defined below), determined that Aberdeen or, Aberdeen Asia in the case of
IF, could provide these high quality services at fee rates identical to or, for
certain Funds at certain asset levels, lower than the rates under the CSAM
Advisory Agreements and approved the New Advisory Agreements. Shareholder approval is now sought for each
New Advisory Agreement.
Following the Terminations,
if shareholder approval of the Special Meeting Proposals is obtained, the Funds
will have the investment advisers as set out below:
Fund
|
|
Investment Adviser
|
The
Chile Fund, Inc.
|
|
Aberdeen
Asset Management Investment Services Limited
|
The
Emerging Markets Telecommunications Fund, Inc.
|
|
Aberdeen
Asset Management Investment Services Limited
|
The
First Israel Fund, Inc.
|
|
Aberdeen
Asset Management Investment Services Limited
|
The
Indonesia Fund, Inc.
|
|
Aberdeen
Asset Management Asia Limited
|
The
Latin America Equity Fund, Inc.
|
|
Aberdeen
Asset Management Investment Services Limited
|
If
the Proposed Transaction is not consummated within a reasonable period, the
Board of each Fund will consider alternatives and take such action as it deems
to be in the best interests of the Fund and its shareholders, including, if the
New Advisory Agreements have been approved by shareholders pursuant to the
Special Meetings, potentially proceeding with such New Advisory Agreements
without further shareholder approval.
20
Board
Approval and Recommendation
The Directors who were all present in person at a meeting held on March 18,
2009, including the Directors who are not interested persons of each Fund or
of Credit Suisse, Aberdeen PLC, Celfin, Analyst Exchange or their affiliates
(as defined in the 1940 Act) (Independent Directors), unanimously approved
the New Advisory Agreement for each applicable Fund and unanimously recommended
that shareholders approve the New Advisory Agreement. A summary of the Directors considerations is
provided below in the section entitled Evaluation by the Funds Boards.
Terms of the Existing and New Advisory Agreements
The
form of the New Advisory Agreement for each Fund is attached as Exhibit A
to this Joint Proxy Statement and the description of terms in this section is
qualified in its entirety by reference to Exhibit A. Exhibit B shows the date of each CSAM
Advisory Agreement, the date when the CSAM Advisory Agreement was last approved
by the Directors of the Fund and the date when the CSAM Advisory Agreement was
last submitted to a vote of shareholders of each Fund, including the purpose of
such submission.
The
terms of each New Advisory Agreement are similar to those of the respective
CSAM Advisory Agreement. The New
Advisory Agreements differ from the CSAM Advisory Agreements in certain
respects; such differences are intended to provide consistency among the New
Advisory Agreements, to memorialize current practices already being performed
by the investment adviser or to operate to the benefit of the respective
Fund. For example, each New Advisory
Agreement contains a new date of execution and initial term of the agreement,
reflects the new investment adviser, and contains new provisions in connection
with the investment advisers acting in compliance with all applicable SEC rules and
regulations, treating as confidential Fund information and records, voting
proxies consistent with the Funds proxy voting policies, providing information
to the Board, maintaining Fund books and records in compliance with 1940 Act
requirements, indemnifying the Fund, and being deemed an independent contractor
of the Fund. In addition, the New
Advisory Agreement for each of CH and IF includes a new indemnification
provision requiring the Fund to indemnify the investment adviser, its partners,
officers, employees and agents, and the New Advisory Agreement for each of LAQ
and ETF modifies the existing indemnification provision to require the Fund to
indemnify partners, officers, employees, and agents of the investment
adviser. The New Advisory Agreement for
each of LAQ and ETF contains different termination requirements for the
investment adviser.
The
management fee rates under each New Advisory Agreement do not increase the
management fee rates currently in effect under the respective CSAM Advisory
Agreement. The New Advisory Agreement
for each of CH, IF and ISL will contain a new management fee breakpoint
schedule that will result in lower management fee rates for such a Fund at
certain asset levels. With respect to
CH, IF and ISL, Exhibit D contains charts setting out the existing and
proposed management fee schedules to illustrate the amounts the investment
adviser would have received had the proposed fee schedules been in effect. All contractual arrangements whereby CSAM has
agreed either to limit the expenses of certain Funds to a specified annual rate
or to waive expenses of certain Funds by a specified annual rate will be
continued by the Aberdeen Advisers, and all voluntary arrangements either to
limit the expenses of certain Funds to a specified annual rate or to waive fees
of certain Funds will be continued by the Aberdeen Advisers for two years from
the date on which the Aberdeen Advisers begin managing the Funds, if approved
by the shareholders. CSAM has advised
the Board that it does not anticipate that the Proposed Transaction will result
in any reduction in the quality of advisory services now provided to the Funds
by CSAM or have any material adverse effect on the ability of CSAM, Aberdeen or
Aberdeen Asia to fulfill its obligations to the Funds.
The
following discussion applies to both the CSAM Advisory Agreement and the New
Advisory Agreement for each Fund (together, the Advisory Agreements). Accordingly, all references to the CSAM
Advisory Agreements equally apply to the New Advisory Agreements, and all
references to CSAM apply equally to each of the Aberdeen Advisers.
Investment
Management Services
. CSAM currently serves as the investment
adviser to each Fund pursuant to the CSAM Advisory Agreements with each
Fund. In relation to providing
investment advisory and portfolio management services, the CSAM Advisory
Agreements provide that CSAM will (a) act in strict conformity with the
Funds Articles of Incorporation, the 1940 Act and the Advisers Act, as the
same may from time to time be amended, (b) manage the Funds assets in
accordance with the Funds investment objective and policies as stated in the
Funds Registration Statement, (c) make investment decisions for the Fund,
(d) place purchase and sale orders for securities on behalf of the Fund,
and (e) monitor and evaluate the services provided by the Funds
investment sub-adviser(s), if any, under the terms of the applicable investment
sub-advisory agreement(s). In providing those services, CSAM will provide
investment research and supervision of the Funds investments and conduct a
continual program of investment, evaluation and, if appropriate, sale and
21
reinvestment of the Funds
assets. In addition, CSAM will furnish the Fund with whatever statistical
information the Fund may reasonably request with respect to the securities that
the Fund may hold or contemplate purchasing.
The New Advisory Agreements clarify that Aberdeen or Aberdeen Asia will
be subject to any applicable SEC rules and regulations as well as any
other applicable provision of law.
Expenses
. CSAM pays all salaries,
expenses, and fees of the officers, Directors, and employees of the Funds who
are officers, directors, or employees of CSAM.
Each Fund bears the expenses of its operation including the costs
associated with: custody, shareholder servicing, shareholder reports, pricing
and portfolio valuation, communications, legal and accounting fees, Directors
fees and expenses, shareholder meetings, bonding and insurance, brokerage
commissions, taxes, trade association fees, nonrecurring and extraordinary
expenses, and organizational expenses.
Advisory
Fee
. CH, ISL, LAQ and ETF each pays CSAM a quarterly
advisory fee based on the average of the lesser of the market value of the Funds
outstanding shares and the Funds assets, each as of the last trading day for
each week during the applicable quarter.
IF pays CSAM a quarterly fee based on average weekly net assets. Exhibit D to this Joint Proxy Statement
sets out the rate of compensation and aggregate amount of advisory fees paid by
each Fund during the last fiscal year.
The New Advisory Agreements for each of CH, IF and ISL will contain new
breakpoint fee schedules for advisory fees as set out in Exhibit D.
CSAM
has also entered into voluntary arrangements to waive certain expenses of a
Fund and/or limit a Funds total annual operating expenses to a certain
percentage of its average daily net assets.
All voluntary arrangements either to limit the expenses of certain Funds
to a specified annual rate or to waive fees of certain Funds will be continued
by Aberdeen for two years from the date on which Aberdeen or Aberdeen Asia
begin managing the Funds. Exhibit E
to this Proxy Statement sets forth the terms of the current arrangements.
Retention of Sub-Adviser
. CSAM
may engage an investment sub-adviser or sub-advisers to provide advisory
services in respect of the Fund and may delegate to such investment sub-adviser(s) the
responsibilities of CSAM. In the event that an investment sub-advisers
engagement has been terminated, CSAM is responsible for furnishing the Fund
with the services required to be performed by such investment sub-adviser(s) under
the applicable investment sub-advisory agreements or arranging for a successor
investment sub-adviser(s) to provide such services on terms and conditions
acceptable to the Fund and the Funds Board and subject to the requirements of
the 1940 Act.
Services
to Other Clients
. The Advisory Agreements do not limit the
freedom of CSAM or any of its affiliates to render investment advisory and
administrative services to other investment companies, to act as investment
adviser or investment counselor to other persons, firms or corporations, or to
engage in other business activities.
Limitation
of Liability
. Neither CSAM nor any director, officer or
employee of CSAM performing services pursuant to the Advisory Agreements shall
be liable for any error of judgment or mistake of law or any loss unless due to
willful misfeasance, bad faith, gross negligence or reckless disregard of their
duties under the CSAM Advisory Agreements (disabling conduct).
Indemnification
.
Under the CSAM Advisory Agreements with each Fund except CH and IF, the
applicable Fund will indemnify CSAM for losses not resulting from disabling
conduct. Each New Advisory Agreement
will contain an indemnification provision identical to the indemnification
contained in the CSAM Advisory Agreements for ISL, LAQ and ETF. Such indemnification generally requires a
Fund to indemnify Aberdeen, or Aberdeen Asia, as the case may be (each, an investment
adviser), and each of the investment advisers partners, officers, employees,
and agents (including any individual who serves at the investment advisers
request as director, officer, partner, trustee or the like of another
corporation) against any and all losses, claims, damages, liabilities or
expenses, including reasonable counsel fees and expenses, not resulting from
disabling conduct by the Adviser.
Indemnification by a Fund shall be made only following certain events,
such as a final decision on the merits by a court or other body that the person
to be indemnified was not liable by reason of disabling conduct or, in the
absence of such a decision, a reasonable determination that the person to be
indemnified was not liable by reason of disabling conduct by (a) the vote
of a majority of a quorum of non-party Directors who are not interested
persons of the Fund or (b) an independent legal counsel in a written
opinion. A Funds indemnification of an
investment adviser is subject to certain limitations, which generally include
the investment adviser being required to provide to the Fund a written
affirmation of its good faith belief that the standard of conduct necessary for
indemnification by the Fund has been met and to provide a written undertaking
to repay any such advance if it should ultimately be determined that the
standard of conduct has not been met.
The indemnification is also subject to the following conditions (i) the
investment adviser provides security in form and amount acceptable to the Fund
for its undertaking; (ii) the Fund is insured against losses arising by
reason of any advance; or (iii) a majority of a quorum of disinterested
non-party
22
Directors, or independent
legal counsel, in a written opinion, determines that there is reason to believe
that the investment adviser will ultimately be found to be entitled to
indemnification. Each New Advisory
Agreement provides for the indemnification of the Fund by Aberdeen or Aberdeen
Asia, as the case may be, for liabilities and expenses suffered by the Fund as
a result of disabling conduct of Aberdeen or Aberdeen Asia.
Term of Agreement
. Each CSAM Advisory Agreement provides that it will remain in effect
until November 18, 2009. Each New
Advisory Agreement will provide that it will remain in effect for an initial
term of two years
.
Each New Advisory Agreement will
remain in effect from year to year thereafter if approved annually by (i) the
vote of the holders of a majority of the outstanding voting securities (as
defined in the 1940 Act) of each Fund, or by the Board, and also by (ii) the
vote, cast in person at a meeting called for such purpose, of a majority of the
Independent Directors.
Assignment
. The Advisory Agreements provide that they will terminate
automatically and immediately in the event of an assignment (as defined in the
1940 Act).
Termination
. The CSAM Advisory Agreements of CH, IF and
LAQ are terminable, without penalty, on 60 days written notice, by the Board
of the Fund or by vote of holders of a majority of the Funds shares, or upon
90 days written notice, by CSAM. The CSAM
Advisory Agreements of ISL and ETF are terminable, without penalty, on 60 days
written notice, by the Board of the Fund, CSAM or by vote of holders of a
majority of the Funds shares. The New
Advisory Agreements will contain the same termination provisions with respect
to the Fund and the Board but will be terminable, without penalty, by Aberdeen
or Aberdeen Asia on 60 days written notice.
Confidentiality.
Each
New Advisory Agreement requires Aberdeen or Aberdeen Asia to treat
confidentially and as proprietary information all records and other information
relative to the Fund and the Funds prior, current or potential
shareholders. The Aberdeen Advisers are
prohibited from using such information for any purpose other than performance
of its responsibilities under the agreement.
Proxy
Voting.
Each New Advisory Agreement provides that
Aberdeen or Aberdeen Asia will be responsible for voting proxies solicited with
respect to issuers of securities in which assets of a Fund are invested in
accordance with the Funds proxy voting policy.
Information
Provided to the Fund.
Each New Advisory Agreement provides that
Aberdeen or Aberdeen Asia will provide to the Fund whatever information,
reports, valuations, analyses and opinions the Funds Board reasonably
requests.
Books and
Records.
Each New Advisory Agreement requires Aberdeen
or Aberdeen Asia to comply with recordkeeping requirements with respect to the
Fund under the 1940 Act.
Independent
Contractor Status.
Each New Advisory Agreement provides that
Aberdeen or Aberdeen Asia will be deemed to be an independent contractor and
will have no authority to act for or represent the Fund or otherwise be deemed
an agent of the Fund.
Changes in
Membership.
No New Advisory Agreement contains a
provision requiring Aberdeen or Aberdeen Asia to inform the Fund of any change
in its membership, as neither Aberdeen nor Aberdeen Asia is a partnership.
Material Differences between the Existing and New
Advisory Agreements
The material differences
between the CSAM Advisory Agreements and the New Advisory Agreements relate
to: (i) the addition of
indemnification provisions to the CH and IF New Advisory Agreements; (ii) the
revised termination provisions of the New Advisory Agreements for CH, IF and
LAQ which, under the New Advisory Agreements, permit Aberdeen or Aberdeen Asia,
as appropriate, to terminate the agreement on 60 days notice; (iii) the
revised management fee breakpoints for the New Advisory Agreements for CH, IF
and ISL; and (iv) the initial term of New Advisory Agreements now being
two years instead of one year as in the CSAM Advisory Agreements.
23
EACH FUNDS
BOARD RECOMMENDS THAT SHAREHOLDERS OF THAT FUND VOTE FOR
SPECIAL MEETING PROPOSAL 1.
Special Meeting
Proposal 2 - Approval of New Sub-Advisory Agreements
Shareholders
of each of CH, LAQ and ISL are being asked to approve New Sub-Advisory
Agreements to reflect the Terminations of the CSAM Advisory Agreements with
respect to each of those Funds. The
Boards of such Funds, each consisting entirely of Independent Directors, in
anticipation of such Terminations, acted to ensure that each Fund would receive
uninterrupted, high quality investment sub-advisory services. After several meetings in which they
considered alternatives and conducted an extensive analysis of the
Sub-Advisers, the Boards of CH and LAQ determined that Celfin, and the Board of
ISL determined that Analyst Exchange, could continue to provide these high
quality services at appropriate fee rates and approved the New Sub-Advisory
Agreements. The Sub-Advisers will
continue to perform the sub-advisory services on similar terms and with the
same fee structures as are currently in effect under their current respective
agreements. Shareholder approval is now
sought for each New Sub-Advisory Agreement.
If
the Proposed Transaction is not consummated within a reasonable period, the
Board of each Fund will consider alternatives and take such action as it deems
to be in the best interests of the Fund and its shareholders, including, if the
New Sub-Advisory Agreements have been approved by shareholders pursuant to the
Special Meetings, potentially proceeding with such New Sub-Advisory Agreements
without further shareholder approval.
Board Approval and Recommendation
The Directors, all of whom are Independent Directors, a majority of
whom were present in person at a meeting held on March 18, 2009
unanimously approved the New Sub-Advisory Agreement for each applicable Fund
and unanimously recommended that shareholders approve the New Sub-Advisory
Agreement. A summary of the Directors
considerations is provided below in the section entitled Evaluation by the
Funds Boards.
Terms of the Existing and New Sub-Advisory Agreements
The
form of the New Sub-Advisory Agreement for each of the applicable Funds is
attached as Exhibit F to this Joint Proxy Statement and the description of
terms in this section is qualified in its entirety by reference to Exhibit F. Exhibit B shows the date of each
existing sub-advisory agreement, the date when existing sub-advisory agreement
was last approved by the Directors of the Fund and the date when the existing
sub-advisory agreement was last submitted to a vote of shareholders of each
Fund, including the purpose of such submission.
The
terms of each New Sub-Advisory Agreement are similar to the existing
sub-advisory agreements with Analyst Exchange or Celfin. The New Sub-Advisory Agreements will differ
from the existing agreements in certain respects; such differences are intended
to provide consistency among the New Sub-Advisory Agreements, to memorialize
current practices already being performed by the investment sub-adviser or to
operate to the benefit of the respective Fund.
For example, each New Sub-Advisory Agreement contains a new date of
execution and initial term of the agreement, reflects the new sub-adviser, and
contains new provisions in connection with the sub-advisers acting in
compliance with all applicable SEC rules and regulations, treating as
confidential Fund information and records, reporting to Aberdeen information
about its compliance policies, providing information to Aberdeen or the Board,
maintaining Fund books and records in compliance with 1940 Act requirements,
and being deemed an independent contractor of the Fund. In addition, the New Sub-Advisory Agreement
for ISL provides for the indemnification of the Fund by Analyst Exchange, and
the New Sub-Advisory Agreement for LAQ with Celfin no longer permits the
investment adviser to require LAQ to pay Celfin in Chilean pesos at the Chilean
exchange rate. The New Sub-Advisory
Agreements for each of CH and LAQ contain different termination requirements
for Celfin.
Sub-Advisory
Services
. Under the existing sub-advisory agreements,
the Sub-Advisers provide investment advisory assistance and portfolio
management advice to the Funds. In
connection with this, the Sub-Advisers may (1) furnish advice and make
recommendations to the Funds investment adviser regarding the purchase and
sale of foreign securities; (2) provide the Funds investment adviser with
statistical, research and other factual data for the investment advisers use
in connection with the Funds investment program; (3) identify and inform
the Funds investment adviser of foreign regulatory and other governmental
requirements applicable to the Fund in connection with the Funds foreign
investments; (4) monitor and inform the Funds investment adviser of the
execution of transactions and the settlement and clearance of the Funds securities
transactions; and (5) provide information regarding corporate actions,
repatriation restrictions, currency restrictions and other matters relating to
the Funds foreign holdings. The New
Sub-Advisory Agreements clarify that the Sub-Advisers will be subject to all
applicable SEC rules and regulations as well as any other applicable
provision of law. The New Sub-Advisory
Agreements also require that both of the Sub-Advisers arrange for the
transmission of trade confirmations and other information to each Funds
custodian and assist in determining or confirming the market value of certain
foreign securities.
24
Sub-Advisory
Fee
. Exhibit D to this Joint Proxy Statement
set forth the rate of compensation and aggregate amount of advisory fees paid
by CSAM to each of the Sub-Advisers during the last fiscal year.
Limitation
of Liability
. Neither Celfin nor Analyst Exchange is liable
for any act or omission or any loss suffered by any Fund or any Funds shareholders
under the existing sub-advisory agreements unless due to willful misfeasance,
bad faith, gross negligence or reckless disregard (disabling conduct) of its
duties under the existing sub-advisory agreements. The existing agreement and New Sub-Advisory
Agreement with Analyst Exchange contain an indemnification provision whereby
ISL will indemnify Analyst Exchange and certain of its affiliates for
liabilities not resulting from disabling conduct. The New Sub-Advisory Agreement with Analyst
Exchange also requires Analyst Exchange to indemnify ISL for liabilities and
expenses that result from Analyst Exchanges disabling conduct.
Term of Agreement
. Each existing sub-advisory
agreement provides that it will remain in effect until November 18,
2009. Each New Sub-Advisory Agreement
will remain in effect from year to year thereafter if approved annually by (i) the
vote of the holders of a majority of the outstanding voting securities (as
defined in the 1940 Act) of each Fund, or by the Directors, and also by (ii) the
vote, cast in person at a meeting called for such purpose, of a majority of the
Independent Directors.
Termination
. The existing sub-advisory
agreement with Analyst Exchange may be terminated, without penalty, by the Funds
investment adviser, the Board of the Fund, by vote of holders of a majority of
the Funds shares, or by Analyst Exchange, on 60 days written notice. The existing sub-advisory agreements with
Celfin may be terminated, without penalty, on 60 days notice (i) by each
Funds investment adviser, the Board of each Fund, or by vote of holders of a
majority of each Funds shares, or (ii) by Celfin on 90 days notice. The New Sub-Advisory Agreements with Celfin
will permit Celfin to terminate the agreement on 60 days notice. Each existing sub-advisory agreement will
also terminate automatically in the event of its assignment.
Confidentiality.
Each
New Sub-Advisory Agreement requires Celfin or Analyst Exchange to treat
confidentially and as proprietary information all records and other information
relative to the Fund and the Funds prior, current or potential
shareholders. The Sub-Advisers are
prohibited from using such information for any purpose other than performance
of its responsibilities under the agreement.
Information
Provided to the Fund.
Each New Sub-Advisory Agreement provides that
Celfin or Analyst Exchange will provide to the Fund whatever information,
reports, valuations, analyses and opinions the Funds Board reasonably
requests.
Books and
Records.
Each New Sub-Advisory Agreement requires
Celfin or Analyst Exchange to comply with recordkeeping requirements with
respect to the Fund under the 1940 Act.
Compliance
Policies.
Each New Sub-Advisory Agreement provides that
the sub-adviser is required to submit to Aberdeen any material changes to its
compliance policies and to notify Aberdeen of any regulatory examinations
commenced against the sub-adviser and of any material compliance matter that
relates to the Fund.
Independent
Contractor Status.
Each New Sub-Advisory Agreement provides that
Celfin or Analyst Exchange will be deemed to be an independent contractor and
will have no authority to act for or represent the Fund or otherwise be deemed
an agent of the Fund.
Changes in
Membership.
The existing agreement with Analyst Exchange
requires Analyst Exchange to notify the Fund and CSAM of any changes in its
board of directors, management, principal shareholdings or control. The existing agreements with Celfin require
Celfin to inform CSAM of any change in its membership. The New Sub-Advisory Agreements with Celfin
do not contain a provision requiring Celfin to inform the Fund of any change in
its membership, as Celfin is not a partnership.
The New Sub-Advisory Agreements with Celfin require Celfin to promptly
notify the Fund and Aberdeen of any change in its board of directors,
management, principal shareholdings or control.
Material Differences between the Existing and New
Sub-Advisory Agreements
The
New Sub-Advisory Agreements will not contain any material changes from the
existing agreements, but will include different terms and provisions, described
above, generally in connection with termination, indemnification, status of
25
the sub-adviser and compliance
by the sub-adviser with certain federal securities law requirements. Such differences are intended to provide
consistency among the New Sub-Advisory Agreements, to memorialize current
practices already being performed by the investment sub-adviser or to operate
to the benefit of the respective Fund.
EACH FUNDS BOARD RECOMMENDS THAT SHAREHOLDERS OF THAT
FUND VOTE FOR
SPECIAL MEETING PROPOSAL 2.
EVALUATION
BY THE FUNDS BOARDS
Board Meetings and Considerations of the New
Agreements
From
January through March 2009, the Boards held a series of meetings to
consider alternatives available to the Funds in light of the Terminations. At these meetings, the Boards invited
representatives of Credit Suisse and Aberdeen PLC to provide information
regarding the Terminations and their impact on the advisory, sub-advisory and
other service-provider relationships of the Funds. The Boards also met with senior executives,
investment professionals and compliance personnel of both Credit Suisse and
Aberdeen PLC and their investment advisory subsidiaries and obtained input from
senior executives and investment personnel of the Sub-Advisers. The Independent Directors conferred with each
other and their independent legal counsel about these matters in numerous
executive sessions. Throughout this
period, the Independent Directors, directly and through their counsel, also
requested, received and evaluated extensive information about Aberdeen PLCs
investment advisory subsidiaries and their capacity and resources to manage the
Funds. The Independent Directors also
considered other options for the Funds, including engaging a consultant to
solicit and evaluate proposals from other asset management firms and
restructuring or liquidating the Funds.
On
March 18, 2009, after a detailed review of all information received and
extensive deliberations, each Funds Board unanimously approved a New Advisory
Agreement between the Fund and Aberdeen or, solely with respect to IF, Aberdeen
Asia. In addition, the Board of each of
CH and LAQ unanimously approved a New Sub-Advisory Agreement for each such Fund
among the Fund, Aberdeen and Celfin, the existing sub-adviser to the Funds, and
the Board of ISL unanimously approved a New Sub-Advisory Agreement among the
Fund, Aberdeen and Analyst Exchange, the existing sub-adviser to the Fund. Each of the New Agreements was approved by a
majority of a Funds Independent Directors.
In
approving the New Advisory Agreements, the Boards considered all factors they
believed relevant in exercising their business judgment, including the
following:
(i) the
reputation, financial strength and resources of Aberdeen PLC and its investment
advisory subsidiaries, the Aberdeen Advisers;
(ii) that
Aberdeen PLC is a global and independent organization with an exclusive focus
on asset management;
(iii) Aberdeen
PLCs commitment, as personally communicated by its most senior executive
officers, to continuing and expanding its asset management business in general
and its U.S.-registered closed-end fund business in particular;
(iv) Aberdeen
PLCs representation that, if the Aberdeen Advisers were approved as the Funds
investment advisers, there would be no diminution in the nature, quality and
extent of services provided to the Funds and their shareholders, including
administrative, regulatory and compliance services;
(v)
the qualifications and experience of portfolio management personnel of the
Aberdeen Advisers who would be responsible for managing the Funds investments,
including the Funds illiquid investments, and the Aberdeen Advisers
team-based investment philosophy and process;
(vi) Aberdeen
PLCs regulatory and compliance history in general and in connection with
servicing existing U.S.-registered closed-end funds in particular;
(vii) that
Aberdeen has experience successfully working with various sub-advisers for
existing clients, and would continue to engage and collaborate in the
investment process with Celfin as sub-adviser to CH and LAQ and Analyst
Exchange as sub-adviser to ISL;
(viii) that
the investment objectives and policies of the Funds will not change following
the Terminations;
26
(ix) that
any repositioning of the Funds portfolios to transition them to the Aberdeen
Advisers investment style (with trading activity expected to be substantial in
the short term for IF and LAQ and minimal in the short term for CH, ETF and
ISL) would be done in a manner that minimizes transaction costs and mitigates
adverse tax consequences;
(x) that
the Aberdeen Advisers have investment performance records in relevant
strategies comparable or superior to those of CSAM for most of the Funds, as
discussed below;
(xi)
that the Aberdeen Advisers have no present intention to propose any immediate
changes to any of the Funds third-party service providers;
(xii)
that the Funds advisory fees rates would remain at the same levels under the
New Advisory Agreements and for certain Funds at certain asset levels would
decrease;
(xiii)
that expenses that are currently absorbed by CSAM as the Funds adviser would
be absorbed by the Aberdeen Advisers, as applicable, as the Funds advisers;
(xiv)
that the terms and conditions of the New Agreements are similar to those of the
existing agreements (see Terms of the Existing and New Advisory Agreements
above);
(xv)
that Credit Suisse and Aberdeen PLC, and not the Funds, would bear all costs of
meetings, preparation of materials and solicitation in connection with
obtaining approvals of the New Agreements; and
(xvi) that the Aberdeen Advisers have
committed to refrain from imposing or seeking to impose, for a period of two
years after the closing of Proposed Transaction, any unfair burden (as
defined in the 1940 Act) on the Funds.
In
approving the New Sub-Advisory Agreements, the applicable Boards considered all
factors they believed relevant in exercising their business judgment, including
the following:
(i) the
reputation, financial strength and resources of the Sub-Advisers;
(ii)
the qualifications and experience of portfolio management personnel of the
Sub-Advisers;
(iii) that
the Sub-Advisers have expressed a strong interest in continuing to sub-advise
the applicable Funds and collaborating with Aberdeen in the investment process;
(iv) that,
at their November 2008 meeting, the Directors performed a full annual
review of the existing sub-advisory agreements as required by the 1940 Act and
had re-approved the agreements, concluding, among other things, that: (a) they
were was satisfied with the nature, extent and quality of the investment
sub-advisory services provided to the Funds by the Sub-Advisers; (b) the
overall performance results and expense comparisons supported the re-approval
of the existing sub-advisory agreements; and (c) the sub-advisory fee
rates charged by the Sub-Advisers, which are payable by CSAM and not by the
Funds, were not excessive; and
(v) that
the terms and conditions of the New Sub-Advisory Agreements are similar to
those of the existing sub-advisory agreements (see Terms of the Existing and
New Sub-Advisory Agreements above).
In
their deliberations, the Directors did not identify any single item that was
all-important or controlling and each Director may have attributed different
weights to the various factors. The
Directors evaluated all information available to them on a Fund-by-Fund basis,
and their determinations were made separately in respect of each Fund. Moreover, the Directors considered
alternatives to approval of the New Agreements, including engaging a consultant
to solicit and evaluate proposals from other asset management firms, but
determined that such an undertaking would be expensive and time-consuming and
would not likely result in a more preferable recommendation. The Directors also
considered possible restructuring or liquidation of the Funds. However, the Directors declined to pursue
those options further because of their belief, after careful consideration of
all factors, that appointing the Aberdeen Advisers and re-appointing the
Sub-Advisers to manage the Funds would be in the best interest of each Fund and
its shareholders.
Certain
of the Board considerations outlined above are discussed in more detail below.
27
Nature, Extent and Quality of
Services.
The Directors received and considered various
data and information regarding the nature, extent and quality of services to be
provided under the New Agreements. With
respect to the Aberdeen Advisers, the most recent investment adviser
registration forms were provided to the Boards, as were responses to detailed
requests submitted by the Independent Directors independent legal counsel on
their behalf. The Directors reviewed and
analyzed these responses, which included, among other things, information about
the background and experience of senior management and investment personnel who
would be responsible for managing the Funds.
The Directors also had extensive presentations from and information
sessions with senior investment personnel of the Aberdeen Advisers. The Directors considered the information
provided regarding the portfolio managers and other resources that would be
dedicated to the Funds and the investment philosophy and process that would be
followed by those individuals in managing the Funds.
With respect
to the portfolio management teams for the Funds, the Boards considered the
Aberdeen Advisers explanations that:
(i) CH, ETF, ISL and LAQ would be managed or overseen by a Global
Emerging Markets Equity Team with over 30 members and IF would be managed by an
Asian Equity Team with nearly 20 members; (ii) employment of the current
portfolio managers for the Funds will be transferred to Aberdeen PLC
subsidiaries at closing and such portfolio managers will be offered the
opportunity to continue such employment, and those portfolio managers for whom
individual employment terms are agreed will be integrated into the appropriate
Aberdeen or Aberdeen Asia team responsible for managing the Funds; and (iii)
the Sub-Advisers would continue to serve as sub-advisers to the Funds that they
currently sub-advise in consultation with Aberdeen.
With regard to the
investment philosophy and process that would be followed in managing the Funds,
the Directors received extensive information about the buy-and-hold, low-turnover
investment philosophy of, and the company-level, first-hand research investment
process followed by, the Aberdeen Advisers team members. Specifically, the Directors considered the
Aberdeen Advisers description of their investment process as primarily a
bottom-up one focused on disciplined evaluation of companies through
face-to-face visits with management. The
Directors further considered the Aberdeen Advisers explanations that: (i) no stock is bought prior to multiple
on-site meetings with company management and team members completion of a
detailed written analysis of the company; (ii) company visits are rotated
among team members to gain better perspective and benefit from team members
experience and to foster more objective analyses of companies; and (iii) decisions
whether to buy, sell or watch a stock are made with an opportunity for all team
members to provide input based on company visits and analyses by individual
members. The Directors also noted
Aberdeens description of its expected collaborative relationship with the
Sub-Advisers. Separately, the Directors
considered the Sub-Advisers willingness to continue to serve as sub-advisers
and work together with Aberdeen in the investment process.
Applying
this investment philosophy and process, the Aberdeen Advisers have advised the
Directors that, in transitioning management responsibilities from CSAM to the
Aberdeen Advisers, they expect trading activity to be substantial in the short
term from the repositioning of the investment portfolios of LAQ and IF and
minimal in the short term from the repositioning of the investment portfolios
of CH, ISL and ETF. Furthermore, the
Aberdeen Advisers have advised the Directors that they expect any repositioning
to be done in a manner that minimizes transaction costs and mitigates adverse
tax consequences. The Aberdeen Advisers
also have advised the Directors that, over time, they expect low turnover for
the Funds portfolios.
The
Directors further considered the Aberdeen Advisers extensive experience
managing accounts with investment strategies comparable to those of the
Funds. The Directors noted, for example,
that the Aberdeen Advisers currently have substantial equity assets under
management in markets directly relevant to the Funds, including, as of December 31,
2008, approximately $150 million in Chilean equities, $280 million in Israeli
equities, $500 million in Indonesian equities, $1.1 billion in emerging market telecommunications
equities and $2.2 billion in Latin American equities. The Directors further considered Aberdeens
statement that it plans to open an office in Latin America in the near future
to further enhance its asset management capabilities in Latin America.
The
Directors also evaluated the ability of the Aberdeen Advisers and the
Sub-Advisers, based on their respective resources, reputations and other
attributes, to attract and retain qualified investment professionals. In this regard, the Directors considered
information regarding incentive and retirement plans and the general nature of
the compensation structure applicable to portfolio managers and other key
personnel.
In
addition, the Directors considered and evaluated materials and information
received regarding the Aberdeen Advisers investment and legal compliance program
and record. In this regard, the
Directors noted the Chairmans visit to Aberdeens London office, where he met
with portfolio management and other key personnel and inquired about relevant
aspects of its asset management business and operations. Additionally, the Directors considered the
compliance program of the U.S. registered closed-end funds managed by the
Aberdeen Advisers and met in-person with the individual who currently
28
serves as the Chief
Compliance Officer (CCO) of those funds who the Boards may decide to appoint
as the CCO of the Funds. The Directors
also considered the compliance record and programs of the Sub-Advisers.
Based
on the foregoing and other relevant information reviewed, the Directors
concluded that, overall, they were satisfied with assurances from the Aberdeen
Advisers and the Sub-Advisers as to the expected nature, extent and quality of
the services to be provided to the Funds under the New Agreements.
Investment Performance.
The Directors considered the investment performance record of the
Aberdeen Advisers in managing other funds and accounts with investment
strategies similar to those of the Funds.
The Directors evaluated the results in comparison to the investment
performance of the Funds while advised by CSAM, and to relevant benchmark
indexes. The Directors noted that,
although the investment policies, restrictions and risk profiles of the
Aberdeen Advisers other funds and accounts are not identical to those of the
Funds, they are similar enough that the performance achieved for those clients
is instructive. Based on materials
provided by the Aberdeen Advisers about the investment performance achieved for
these other funds and accounts, the Directors noted that the Aberdeen Advisers
had performance results comparable to, and in certain cases superior to, those
attained for a corresponding Fund and/or by a relevant index. In this regard, the IF Board considered that
Aberdeen Asias Indonesian equity strategy has outperformed IF for the one-,
three- and five-year periods and outperformed the MSCI Indonesia Index for the
one- and three-year period. The ETF
Board considered that Aberdeens global emerging markets equity strategy has
outperformed the MSCI Emerging Markets Index for the one-, three- and five-year
periods. The LAQ Board considered that
Aberdeens comparable product for Latin American equities has substantially
similar performance to that of LAQ. The
LAQ Board also considered the investment performance results of Celfin with
respect to the portion of the Fund it sub-advises. The Board noted its re-approval of Celfin at
the November 2008 meeting, having been satisfied with its long-term
performance results for the Fund. With
respect to CH and ISL, those Funds Boards noted that Aberdeen had no
comparable composite performance although it manages assets in those markets as
part of larger portfolios. The CH and
ISL Boards considered the Aberdeen Advisers broader performance results and
resources and also noted their re-approval of the Sub-Advisers at the November 2008
meeting based, in part, on the long-term performance results for those Funds.
Fees and Economies of Scale.
The Directors considered that the advisory fee rates charged would
remain at the same levels under the New Advisory Agreements and for certain
Funds at certain asset levels would decrease.
The Directors determined that fee rates under the New Advisory
Agreements are well within the range charged by the Funds peers and are not
excessive. In reaching this
determination, the Directors considered their review of extensive independent
fee data at the November 2008 meeting and their review of supplemental
independent fee data at the 2009 meetings.
The Directors also noted the Aberdeen Advisers commitment to absorb
expenses that are currently absorbed by CSAM as the Funds adviser. Furthermore, the Directors considered that
advisory fee breakpoints in place for ETF and LAQ would continue under the New
Advisory Agreements and that new or revised advisory fee breakpoints for IF,
ISL and CH would be introduced in the New Advisory Agreements for those
Funds. These breakpoints would decrease
the fee rates payable by the Funds as their asset levels increase, allowing
shareholders to enjoy a share of the benefits of economies of scale, if
any. Additionally, the Directors noted
the Aberdeen Advisers representation that they will endeavor to manage the
Funds in a similar fashion to comparable accounts and thus will attempt to
achieve economies of scale through relationships with brokers, administrative
systems and other efficiencies.
With respect to the New Sub-Advisory Agreements, the Directors
considered that sub-advisory fee rates charged by the Sub-Advisers under the
New Sub-Advisory Agreements, which would be payable by Aberdeen and not the
Funds, would be the same fee rates charged under the existing sub-advisory
agreements.
Costs of Services Provided and
Profitability.
In evaluating the costs of the services to be
provided by the Aberdeen Advisers and the Sub-Advisers under the New Agreements
and the profitability to the Aberdeen Advisers and the Sub-Advisers of their
relationships with the Funds, the Directors once again considered, among other
things, that there would be no increase in advisory or sub-advisory fee rates
under the New Agreements. The Directors
further noted that, with respect to the Aberdeen Advisers, it was not possible
to predict with certainty how the Aberdeen Advisers profitability would be
affected by becoming the investment advisers to the Funds but that they had
been satisfied, based on their review of the projected profitability of the
Aberdeen Advisers, that the profitability from their relationship with the
Funds would not be excessive. They also
noted that they would have opportunities to review the Aberdeen Advisers
profitability in the future based on actual results. With respect to the Sub-Advisers, the
Directors noted that they had received and considered profitability information
from the Sub-Advisers at the November 2008 contract renewal meeting and
observed that, in light of the costs of providing portfolio management and
other services to the Fund, the profits that the Sub-Advisers received for
providing those services were not excessive.
29
Furthermore, the Directors received and considered
information about the financial viability of the Aberdeen Advisers and the
Sub-Advisers and were satisfied that the Aberdeen Advisers and the Sub-Advisers
have adequate resources to perform the services required under the New
Agreements.
Information about Services to Other
Clients.
The Directors considered information about
the nature and extent of services and fee rates offered by the Aberdeen
Advisers and the Sub-Advisers to other clients, including other registered
investment companies, separate accounts and institutional investors. The Directors concluded that the advisory fee
rates under the New Advisory Agreements and sub-advisory fee rates under the
New Sub-Advisory Agreements are not excessive, given the nature and extent of
services expected to be offered and other factors, including the Directors
review of independent peer group fee data.
Fall-Out Benefits and Other Factors
.
The Directors also considered information regarding potential fall-out
or ancillary benefits that would be received by the Aberdeen Advisers and the
Sub-Advisers as a result of their relationship with the Funds. In this regard, the Directors concluded that
the Aberdeen Advisers and the Sub-Advisers may derive reputational benefits
from their association with the Funds.
The Directors also noted, however, that such benefits were difficult to
quantify with certainty.
Additionally, the Directors considered the Aberdeen Advisers statements
that, although they do not typically generate soft dollars from the types of
transactions in which the Funds engage, brokers sometimes provide unsolicited
access to financial and market databases free of charge, which may be based on
trading volume. The Directors further
noted the Aberdeen Advisers statement that they at times use particular
brokers based, in part, on those brokers providing the Aberdeen Advisers access
to management of certain issuers, subject at all times to the Aberdeen Advisers
duty to seek best execution.
The Directors also considered the terms of the Proposed
Transaction. Credit Suisse and Aberdeen
PLC advised the Directors that, pursuant to the terms of the Proposed
Transaction, Credit Suisse would receive up to 24.9% of the enlarged share
capital of Aberdeen PLC for the Sold Businesses. The Directors thus understood that Credit
Suisse has an interest in having the Aberdeen Advisers approved under the New
Agreements. The Directors were advised
of this fact, but did not give it any weight in their deliberations. The Directors considered that the Aberdeen
Advisers expressed an interest in managing the Funds even if the Proposed
Transaction fails to close.
After
an evaluation of the above-described factors and based on its deliberations and
analysis of the information provided and alternatives considered, each Board,
including all of the Independent Directors, concluded that approval of the New
Agreement(s) is in the best interest of the Fund and its
shareholders. Accordingly, the Boards
unanimously approved the New Agreement(s) and recommend that shareholders
vote FOR approval of the New Agreement(s).
Rule 15a-4 under the 1940 Act
Rule 15a-4
under the 1940 Act provides a temporary exemption from the shareholder approval
requirement for a new investment advisory agreement for a period of up to 150
days after termination of an investment advisory agreement, subject to certain
conditions. Under Rule 15a-4, where
a registered investment adviser or a controlling person receives money or other
benefits in connection with an assignment of an advisory agreement, a new
registered investment adviser can provide advisory services to a registered
fund under an interim agreement with a duration of no more than 150 days so
long as:
·
the registered advisers compensation during
this interim period is no greater than would have been received under the
previous investment advisory agreement;
·
the registered funds board of directors,
including a majority of disinterested directors, votes in person to approve the
interim agreement before the prior investment advisory agreement is terminated
and determines that the scope and quality of services to be provided under the
interim agreement are at least equivalent to those provided under the previous
investment advisory agreement;
·
the interim agreement provides that the
registered funds board or a majority of its outstanding voting securities may
terminate the investment advisory agreement on no more than 10 days written
notice to the registered adviser and that the advisers compensation will be
held in an interest-bearing account with the registered funds custodian or a
bank pending shareholder approval; and
·
except for the required additional items
noted above, the interim agreement contains the same terms and conditions as the
previous investment advisory agreement (other than effective and termination
dates and other immaterial differences).
30
To
rely on Rule 15a-4, a majority of a registered funds board of directors
needs to be disinterested and those disinterested directors need to select and
nominate other disinterested directors when vacancies occur. Further, any legal counsel to the registered
funds disinterested directors needs to be independent (i.e., counsel that
has had no, or sufficiently limited, representation of certain fund
affiliates).
Each
of the Interim Agreements complies with the requirements set out above. If shareholders approve the
New Agreements within 150 days from the
Terminations, the amount held in the escrow account, including interest, will
be paid to the respective Aberdeen Advisers and Sub-Advisers. If shareholders do not approve the New
Agreements within 150 days from the Terminations, the respective Aberdeen Advisers
and Sub-Advisers will be entitled to the lesser of the costs incurred in
performing their services under the Interim Agreements or the total amount in
the escrow account, including interest earned.
If, at the end of 150 days following the Terminations, the applicable
Funds shareholders still have not approved the relevant New Agreement(s), each
Board will take such actions as it deems necessary to be in the best interests
of the Fund and its shareholders. At the
present time, all of the Directors are classified as Independent Directors and
expect to remain so classified following the sale of the Sold Businesses. The Aberdeen Advisers have agreed that, for a
minimum of three years subsequent to the consummation of the Proposed Transaction,
they shall ensure that at least 75% of each Board consists of Independent
Directors and have no plans to impede any Boards current or future
determination to select its own constitution of Independent Directors.
Based on their evaluation of the materials presented, the Directors
unanimously concluded that the terms of the Interim Agreements are in the best
interests of the Funds and their shareholders, and that the scope and quality
of services to be provided under the Interim Agreements are at least equivalent
to those provided under the current agreements.
The Directors unanimously voted to approve the Interim Agreements.
Section 15(f) of the 1940 Act
Section 15(f) of
the 1940 Act provides a safe harbor for an investment adviser of a registered
investment company (or any affiliated persons of the investment adviser) to
receive any amount or benefit in connection with a sale of securities or other
interest in the investment adviser, provided that two conditions are satisfied.
First,
an unfair burden may not be imposed on the investment company as a result of
the sale, or any express or implied terms, conditions or understandings
applicable to the sale. The term unfair burden, as defined in the 1940 Act,
includes any arrangement during the two-year period after the sale whereby the
investment adviser (or predecessor or successor adviser), or any interested
person of the adviser (as defined in the 1940 Act), receives or is entitled to
receive any compensation, directly or indirectly, from the investment company
or its security holders (other than fees for bona fide investment advisory or
other services), or from any person in connection with the purchase or sale of
securities or other property to, from or on behalf of the investment company
(other than ordinary fees for bona fide principal underwriting services).
Second,
during the three-year period after the sale, at least 75% of the members of the
investment companys board of directors cannot be interested persons (as
defined in the 1940 Act) of the investment adviser or its predecessor.
The
Directors have not been advised by Credit Suisse or Aberdeen PLC of any
circumstances arising from the Proposed Transaction that might result in the
imposition of an unfair burden on any Fund as defined in Section 15(f) of
the 1940 Act. Moreover, the Aberdeen
Advisers have committed that for two years after the consummation of the
Proposed Transaction, they will use their reasonable best efforts to refrain
from imposing, or agreeing to impose, any unfair burden on any Fund, which
includes refraining from proposing any increase in fees paid by a Fund to
Aberdeen, Aberdeen Asia or any sub-advisers.
At the present time, over 80% of the Directors are classified as
Independent Directors and expect to remain so classified following the sale of the
Sold Businesses. The Aberdeen Advisers
have agreed that for a minimum of three years subsequent to the consummation of
the Proposed Transaction, they shall ensure that at least 75% of each Board
consists of Independent Directors and have no plans to impede any Boards
current or future determination to select its own constitution of Independent
Directors.
Based
on their evaluation of the materials presented, the Directors who attended the March 18,
2009 Board meeting, including all the Independent Directors, unanimously
concluded that the New Agreements are in the best interests of the Funds and
their shareholders. The Directors
believe that the New Agreements will enable each Fund to receive high quality
investment management services at fee rates identical to or, for certain Funds
at certain asset levels, lower than the rates under the current agreements,
which the Independent Directors deem to be in the best interests of the Fund
and its shareholders. The Directors
unanimously voted to approve and to recommend to the shareholders of each Fund
that they
31
approve the New Agreements.
ADDITIONAL INFORMATION
Beneficial
Owners
Based
upon a review of filings made pursuant to Section 13 of the 1934 Act, or
such other filings as noted below, as of March 3, 2009, the following
table shows certain information concerning persons who may be deemed beneficial
owners of 5% or more of the Shares of each of CH, LAQ, IF, ISL and ETF because
they possessed or shared voting or investment power with respect to CHs, LAQs,
IFs, ISLs or ETFs Shares, as applicable:
Fund
|
|
Class
|
|
Name
and Address
|
|
Number
of Shares
Beneficially
Owned
|
|
Percentage
of
Shares
|
|
CH:
|
|
Common
|
|
Administradora de Fondos de Pensiones de
Provida, S.A.
Avenida
Pedro de Valdivia 100
Piso 9
Santiago, Chile
|
|
2,374,199
|
|
23.41%
|
|
|
|
Common
|
|
A.F.P. Habitat S.A.
Avenida
Providencia 1909
Piso 9
Santiago,
Chile
|
|
2,061,432
|
|
24.79%
|
|
|
|
Common
|
|
City
of London Investment Group PLC
77 Gracechurch Street
London, UK EC3V 0AS
|
|
1,047,646
|
|
10.33%
|
|
|
|
|
|
|
|
|
|
|
|
LAQ:
|
|
Common
|
|
City
of London Investment Group PLC
77 Gracechurch Street
London, UK EC3V 0AS
|
|
1,403,501
|
|
22.73%
|
|
|
|
|
|
|
|
|
|
|
|
IF:
|
|
Common
|
|
City
of London Investment Group PLC
77 Gracechurch Street
London, UK EC3V 0AS
|
|
1,264,033
|
|
15.29%
|
|
|
|
|
|
|
|
|
|
|
|
ISL:
|
|
Common
|
|
The
State Teachers Retirement Board of Ohio
275 East Broad Street
Columbus, OH 43215
|
|
219,950
|
|
5.16%
|
|
|
|
|
|
|
|
|
|
|
|
ETF:
|
|
Common
|
|
Lazard
Asset Management LLC
30 Rockefeller Plaza
New York, NY 10112
|
|
2,453,389
|
|
28.42%
|
|
|
|
Common
|
|
City
of London Investment Group PLC
77 Gracechurch Street
London, UK EC3V 0AS
|
|
1,286,388
|
|
15.60%
|
|
Section 16(a) Beneficial
Ownership Reporting Compliance
Section 16(a) of
the 1934 Act and Section 30(h) of the 1940 Act require each Funds
officers and Directors, certain officers and directors of the investment
adviser, affiliated persons of the investment adviser, and persons who
beneficially own more than 10% of the Funds Shares to file reports of
ownership with the SEC and the Fund.
Based solely upon each Funds
review of the copies of such forms received by it and written representations
from such persons, to the knowledge of each Fund, for the fiscal year ended December 31,
2008 with respect to CH, ISL, IF and
32
LAQ, and for the fiscal year
ended October 31, 2008 with respect to ETF, such forms, but for the
exceptions noted below, were filed on a timely basis.
CSAM, on behalf of each of
the Directors Enrique Arzac, Steven Rappaport and James Cattano, failed to
timely file Form 4 as of July 29, 2008 and January 5, 2009 to
reflect a change in share ownership by each such Director in each of CH, ISL,
IF and LAQ that occurred on July 25, 2008 and December 30, 2008,
respectively. CSAM, on behalf of each of
the Directors Enrique Arzac, Steven Rappaport and James Cattano, failed to
timely file Form 4 as of July 29, 2008 to reflect a change in share
ownership by each such Director in ETF that occurred on July 25,
2008. CSAM, on behalf of Director Martin
Torino, failed to timely file Form 4 as of January 5, 2009 to reflect
a change in share ownership by such Director in each of CH, ISL, and LAQ that
occurred on December 30, 2008.
CSAM, on behalf of Director Lawrence Fox, failed to timely file Form 4
as of January 5, 2009 to reflect a change in share ownership by such
Director in each of CH, ISL, IF and LAQ that occurred on December 30,
2008. CSAM, on behalf of Director Walter
Eberstadt, failed to timely file Form 4 as of January 5, 2009 to
reflect a change in share ownership by such Director in ETF that occurred on December 30,
2008.
Number of
Shares Outstanding of Each Fund as of the Record Date
Each Fund has one class of its
Shares of capital stock, par value $0.001 per share. Each Share of a Fund is
entitled to one vote at each of that Funds Annual Meeting and Special Meeting,
and fractional Shares are entitled to a proportionate share of one vote. On the
record date, March 30, 2009, the following number of Shares of each Fund
were issued and outstanding:
CH
|
|
common
shares
|
ISL
|
|
common
shares
|
IF
|
|
common
shares
|
LAQ
|
|
common
shares
|
ETF
|
|
common
shares
|
SHAREHOLDER PROPOSALS
Notice
is hereby given that for a shareholder proposal to be considered for inclusion
in any Funds proxy material relating to its 2010 annual meeting of
shareholders, the shareholder proposal must be received by that Fund no later
than ,
2009. The shareholder proposal, including any accompanying supporting
statement, may not exceed 500 words. A shareholder desiring to submit a
proposal must be a record or beneficial owner of Shares with a market value of
$2,000 and must have held such Shares for at least one year. Further, the shareholder
must continue to hold such Shares through the date on which the meeting is
held. Documentary support regarding the foregoing must be provided along with
the proposal. There are additional requirements regarding proposals of
shareholders, and a shareholder contemplating submission of a proposal is
referred to Rule 14a-8 promulgated under the 1934 Act. The timely
submission of a proposal does not guarantee its inclusion in a Funds proxy
materials.
Pursuant to the Bylaws of
each Fund, at any annual meeting of the shareholders, only such business will
be conducted as has been properly brought before the annual meeting. To be
properly brought before the annual meeting, the business must be (i) specified
in the notice of meeting (or any supplement thereto) given by or at the
direction of the Board, (ii) otherwise properly brought before the meeting
by or at the direction of the Board, or (iii) otherwise properly brought
before the meeting by a shareholder. Under Maryland law, and pursuant to each
Funds Bylaws, only such business shall be conducted at a special meeting of
shareholders as shall have been brought before the meeting pursuant to the Funds
notice of special meeting.
For business to be properly
brought before the annual meeting by a shareholder, the shareholder must have
given timely notice thereof in writing to the Secretary of the relevant Fund.
Such notice must contain the information required by the Bylaws. To be timely,
any such notice must be delivered to, or mailed (certified mail being recommended)
to and received by, the relevant Fund c/o Credit Suisse Asset Management, LLC,
Eleven Madison Avenue, 24th Floor, New York, New York 10010 not earlier than
the 150th day nor later than 5:00 p.m., Eastern time, on the 120th day
prior to the first anniversary of the date on which the Fund first mailed its
notice and proxy materials for the annual meeting held in the prior
33
year; provided, however,
that in the event that the date of the annual meeting is advanced or delayed by
more than 30 days from the first anniversary of the preceding years annual
meeting, notice by such shareholder to be timely must be so received not
earlier than the 150th day nor later than 5:00 p.m., Eastern time, on the
120th day prior to the date of such meeting or the 10th day following the day
on which public announcement of the date of such meeting was given or made. In
no event shall the public announcement of an adjournment of an annual meeting
commence a new time period for the giving of a shareholders notice as
described above.
A Fund may exercise
discretionary voting authority with respect to any shareholder proposals for
the 2009 annual meeting of shareholders not included in the proxy statement and
form of proxy which are not submitted to the Fund within the time-frame
indicated above. Even if timely notice is received, a Fund may exercise
discretionary voting authority in certain other circumstances. Discretionary
voting authority is the ability to vote proxies that shareholders have executed
and returned to a Fund on matters not specifically reflected on the form of
proxy.
SHAREHOLDERS
WHO DO NOT EXPECT TO BE PRESENT AT THE MEETINGS AND WHO WISH TO HAVE THEIR
SHARES VOTED ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY CARDS AND RETURN
THEM IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.
Delivery of
Proxy
Only one copy of this Joint
Proxy Statement may be mailed to households, even if more than one person in a
household is a shareholder of record. If a shareholder needs an additional copy
of this Joint Proxy Statement, please contact the Fund at (800) 293-1232. If
any shareholder does not want the mailing of this Joint Proxy Statement to be
combined with those for other members of your household, please contact the
Funds in writing at: Eleven Madison Avenue, 24th Floor, New York, New York
10010 or call the Funds at (800) 293-1232.
Other
Business
Management knows of no
business to be presented at the Annual Meeting, other than the Annual Meeting
Proposal set forth in this Joint Proxy Statement, but should any other matter
requiring the vote of shareholders arise, the proxies will vote thereon
according to their discretion. Under
Maryland law, and pursuant to each Funds Bylaws, the only matters that may be
acted on at a special meeting of stockholders are those stated in the notice of
the special meeting. Accordingly, other than procedural matters relating to the
Special Meeting Proposals, no other business may properly come before the
Special Meeting. If any such procedural
matter requiring a vote of shareholders should arise, or any question as to an
adjournment of the Special Meeting is submitted to shareholders, the persons
named as proxies will vote on such procedural matters in accordance with their
discretion.
VOTING
INFORMATION
Voting Rights
Shareholders of record on
the Record Date are entitled to notice of, and to vote at the Meetings. Each
share or fractional share is entitled to one vote or fraction thereof. Regardless of the class of shares they own,
shareholders of each Fund will vote as a single class on each Proposal.
If the enclosed proxy card
is properly executed and returned in time to be voted at the Meetings, the
shares represented by the proxy card will be voted in accordance with the
instructions marked on the proxy card. If no instructions are marked on the
proxy card, the proxy will be voted FOR the Proposals, including FOR each
of the nominees for Director. Any
shareholder who has given a proxy has the right to revoke it any time prior to
its exercise by attending the Meetings and voting his or her shares in person,
or by submitting a letter of revocation or a later-dated proxy card to the Fund
at the address indicated on the enclosed envelope provided with this Joint
Proxy Statement. Any letter of revocation or later-dated proxy card must be
received by the Fund prior to the Meetings and must indicate your name and
account number to be effective. Proxies voted by telephone or Internet may be
revoked at any time before they are voted at the Meeting in the same manner
that proxies voted by mail may be revoked.
Broker-dealer firms holding
shares of a Fund in street name for the benefit of their customers and
clients, will request the instructions of such customers and clients on how to
vote their shares before the Meetings.
The Funds understand
34
that, under the rules of
the Alternext US, in routine matters, such as the election of Directors under
the Annual Meeting Proposal, a broker member may authorize a proxy without
instructions from the customer. Under
the Alternext US rules a broker member may not, in connection with
certain, non-routine matters, such as the approvals sought under the Special
Meeting proposals, authorize any proxy without instructions from the
customer. Votes that, in accordance with
the Alternext US rules, are not cast by broker-dealer firms on those
non-routine matters because the broker did not receive instructions are called broker
non-votes. With respect to the Special Meeting Proposals, broker non-votes and
abstentions will have the same effect as a vote against the proposal, although
they will be considered present for purposes of determining the presence of a
quorum at the Special Meeting.
Credit Suisse and its affiliates have advised the Funds that they
intend to vote the shares over which they have voting power at the Meetings,
including shares that are held directly or on behalf of employees, in the
manner instructed by the customers or employees for which such shares are held.
Proxy solicitations will be made primarily by mail, but may also be
made by telephone, electronic transmissions or personal meetings with officers
and employees of Credit Suisse and its affiliates or other representatives of
the Funds. Proxy solicitations will also
be made by The Altman Group.
This Joint Proxy Statement is being used in order to reduce the
preparation, printing, handling and postage expenses that would result from the
use of a separate proxy statement for each Fund and, because shareholders may
own Shares of more than one Fund, to avoid burdening shareholders with more
than one proxy statement. Separate proxy cards, however, are included for each
of the Annual Meeting and the Special Meeting proposals. If you own shares of more than one Fund, you
will receive a proxy card for each Meeting for each Fund that you own as well
as a combined proxy card for each of the Annual Meeting and Special Meeting. If
you vote all your shares the same way, you can use the combined proxy card for
each of the Annual Meeting and the Special Meeting to vote all your shares on
one proxy card. To the extent
information regarding common ownership is available to the Funds, a shareholder
who owns of record Shares in more than one Fund will receive a package
containing this Joint Proxy Statement and proxies for each of the Annual
Meeting and Special Meeting for each Fund in which that shareholder owns
Shares. If information relating to common ownership is not available to the
Funds, a shareholder who beneficially owns Shares in more than one Fund may
receive more than one package, each containing this Joint Proxy Statement and a
proxy card for each of the Annual Meeting and Special Meeting for a single
Fund. It is essential that shareholders complete, date, sign and return EACH
enclosed proxy card for each of the Annual Meeting and Special Meeting.
In order that your Shares may be represented at the Meetings, you are
requested to:
·
indicate your instructions on the proxy cards
for each of the Annual Meeting and Special Meeting;
·
date and sign the proxy cards for each of the
Annual Meeting and Special Meeting;
·
mail the proxy cards for each of the Annual
Meeting and Special Meeting promptly in the enclosed envelope; and
·
allow sufficient time for the proxy cards to
be received and processed on or before the commencement of the applicable
Meetings on the dates and at the times indicated below.
Fund
|
|
Date
|
|
Annual
Meeting Time
|
|
Special
Meeting Time
|
IF
|
|
May 8,
2009
|
|
9:00 a.m.
New York time
|
|
9:30 a.m.
New York time
|
ISL
|
|
May 8,
2009
|
|
10:00 a.m.
New York time
|
|
10:30 a.m.
New York time
|
ETF
|
|
May 8,
2009
|
|
11:00 a.m.
New York time
|
|
11:30 a.m.
New York time
|
CH
|
|
May 8,
2009
|
|
1:00 p.m.
New York time
|
|
1:30 p.m.
New York time
|
LAQ
|
|
May 8,
2009
|
|
2:00 p.m.
New York time
|
|
2:30 p.m.
New York time
|
Quorum; Adjournment
A
quorum of shareholders is constituted by the presence in person or by proxy of
the holders of a majority of the outstanding shares of a Fund entitled to vote
at a Meeting. In the event that a quorum
is not present at a Meeting or in the event that a quorum is present but
sufficient votes to approve any of the proposals are not received, the chairman
of the Meeting or, if a proposal to adjourn is submitted to a vote of
shareholders, the holders of a majority of the shares of the applicable Fund
present in person or by proxy (or a majority of votes cast on the adjournment
if a quorum is present) shall have the power to adjourn the Meeting from time to
time, without notices other than announcement at the Meeting, until the
requisite number of shares entitled to vote at the Meeting shall be
present. If a Meeting is adjourned to a
date more than 120
35
days after the original
record date, a new record date must be established for voting at such adjourned
Meeting, and any unrevoked proxies submitted by any shareholder of record as of
the original record date, with respect to shares that such shareholder
continues to hold of record on the new record date, may be voted at the
adjourned Meeting and any subsequently adjourned Meeting, provided that any
adjourned Meeting is not more than 120 days after the new record date. At such adjourned Meeting, any business may
be transacted which might have been transacted at the original Meeting. If a
quorum is present, a shareholder vote may be taken on one or more of the
proposals properly brought before the meeting prior to any adjournment if
sufficient votes have been received and it is otherwise appropriate.
Vote Required
Shareholders of each Fund
are being asked to (1) elect each Director nominee to serve on the Board
of the applicable Fund in the Annual Meeting Proposal) and (2) separately
approve each of the Special Meeting Proposals (i.e., the New Advisory Agreement
for such Fund, and, with respect to shareholders of CH, LAQ and ISL only, the
New Sub-Advisory Agreements for those Funds) for such Fund. The election of a Director under the Annual
Meeting Proposal will require a plurality of the votes cast at an Annual
Meeting at which a quorum is present.
Approval of each of the Special Meeting Proposals, as appropriate, by an
applicable Fund will require the affirmative vote of a majority of the
outstanding voting securities of the Fund as defined in the 1940 Act. This means the lesser of (1) 67% or more
of the shares of the Fund present at the Special Meeting if more than 50% of
the outstanding shares of the Fund are present in person or represented by proxy,
or (2) more than 50% of the outstanding shares of the Fund. If Special Meeting Proposal 1 is not approved
with respect to a Fund, then Special Meeting Proposal 2 will not be effective
with respect to that Fund, even if shareholders vote in favor of it. The approval of Special Meeting Proposal 1
and, if appropriate, Special Meeting Proposal 2 for any one Fund is not
conditioned on the approval of a like Proposal for any other Fund.
If the Proposed Transaction
is not consummated within a reasonable period, the Board of each Fund will
consider alternatives and take such action as it deems to be in the best
interests of the Fund and its shareholders, including, if the New Agreements
have been approved by shareholders pursuant to the Special Meetings, potentially
proceeding with the New Advisory Agreements, and, for the shareholders of CH,
LAQ and ISL only, the New Sub-Advisory Agreements. If approved, these Proposals will become
effective at the closing of the Proposed Transaction in one or more stages.
To assure the presence of a
quorum at the Meetings, please promptly execute and return the enclosed proxy
cards. A self-addressed, postage-paid envelope is enclosed for your
convenience. Alternatively, you may vote by telephone or through the Internet
at the number or website address printed on the enclosed proxy cards.
By order of the Boards of
Directors,
J. Kevin Gao
Secretary
The Chile Fund, Inc.
The First Israel Fund, Inc.
The Indonesia Fund, Inc.
The Latin America Equity Fund, Inc.
The Emerging Markets Telecommunications Fund, Inc.
36
INSTRUCTIONS FOR SIGNING PROXY CARDS
The
following general rules for signing proxy cards may be of assistance to
you and avoid the time and expense to the Funds involved in validating your
vote if you fail to sign your proxy card(s) properly.
1. Individual
Accounts: Sign your name exactly as it
appears in the registration on the proxy card.
2. Joint Accounts: Any party may sign, but the name of the party
signing should conform exactly to the name shown in the registration on the
proxy card.
3. Other
Accounts: The capacity of the individual
signing the proxy card should be indicated unless it is reflected in the form
of registration. For example:
REGISTRATION
|
|
VALID
SIGNATURE
|
|
|
|
|
|
CORPORATE
ACCOUNTS
|
|
|
|
|
|
|
|
(1) ABC
Corp.
|
|
ABC
Corp.
|
|
(2) ABC
Corp
|
|
John
Doe, Treasurer
|
|
(3) ABC
Corp.
|
|
|
|
c/o John Doe, Treasurer
|
|
John
Doe
|
|
(4) ABC
Corp. Profit Sharing Plan
|
|
John
Doe, Trustee
|
|
|
|
|
|
TRUST
ACCOUNTS
|
|
|
|
|
|
|
|
(1) ABC
Trust
|
|
Jane
B. Doe, Trustee
|
|
(2) Jane
B. Doe, Trustee u/t/d 12/28/78
|
|
Jane
B. Doe
|
|
|
|
|
|
CUSTODIAN
OR ESTATE ACCOUNTS
|
|
|
|
|
|
|
|
(1) John
B. Smith, Cust. f/b/o John B. Smith, Jr. UGMA
|
|
John
B. Smith
|
|
(2) John
B. Smith
|
|
John
B. Smith, Jr., Executor
|
|
,
2009
37
EXHIBIT LIST
Exhibit
|
|
Title
|
|
Page
|
|
A
|
|
Forms
of New Advisory Agreements
|
|
A-1
|
|
B
|
|
Dates
of Various Advisory and Sub-Advisory Agreement Approvals for Each Fund
|
|
B-1
|
|
C
|
|
Commissions
Paid to Affiliated Brokers
|
|
C-1
|
|
D
|
|
Rate
of Compensation Under Advisory Agreements
|
|
D-1
|
|
|
|
Fees
Paid to CSAM
|
|
D-2
|
|
|
|
Rate
of Compensation Under Sub-Advisory Agreements
|
|
D-2
|
|
|
|
Fees
Paid to CSAM under Sub-advisory Agreements
|
|
D-2
|
|
E
|
|
Current
Contractual and Voluntary Expense Limitations
|
|
E-1
|
|
F
|
|
Forms
of New Sub-Advisory Agreements with Celfin and Analyst Exchange
|
|
F-1
|
|
G
|
|
Rate
of Compensation under Existing Sub-Advisory Agreements; Fees Paid to Non-CSAM
Sub-Advisers
|
|
G-1
|
|
H
|
|
Nominating
Committee Charter
|
|
H-1
|
|
I
|
|
Audit
Committee Charter
|
|
I-1
|
|
38
EXHIBIT A
NEW ADVISORY
AGREEMENT
S
FORM OF NEW
ADVISORY AGREEMENT FOR
THE CHILE FUND,
INC.
[Date], 2009
Aberdeen Asset Management
Investment Services Limited
One Bow Churchyard
London, United Kingdom
EC4M 9HH
Dear Sirs:
The Chile Fund, Inc.
(the Company), a corporation organized under the laws of the state of
Maryland, herewith confirms its agreement with Aberdeen Asset Management
Investment Services Limited (the Adviser), a corporation organized under the
laws of the United Kingdom, 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 Companys Registration Statement and Articles of
Incorporation, as amended, have been or will be submitted to the Adviser. The Company agrees to provide copies of all
amendments to the Companys Registration Statement and Articles of
Incorporation to the Adviser on an on-going 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 Companys Articles of Incorporation,
the Investment Company Act of 1940 and the Investment Advisers Act of 1940, all
applicable SEC rules and regulations and any other applicable provisions
of law, as the same may from time to time be amended, (b) manage the
Companys assets in accordance with its investment objective and policies as
stated in the Companys 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 and (e) monitor and evaluate the services provided by the
Companys investment sub-adviser under its investment sub-advisory
agreement. In providing these services,
the Adviser will provide investment research and supervision of the Companys
investments and conduct a continual program of investment, evaluation and, if
appropriate, sale and reinvestment of the Companys 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, breach 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 best 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.
A-1
4. Confidentiality of Information
The Adviser will treat
confidentially and as proprietary information of the Company all records and
other information relative to the Company and the Companys prior, current or
potential shareholders, and will not use such records and information for any
purpose other than performance of its responsibilities and duties hereunder,
except after prior notification to and approval in writing by the Company,
which approval shall not be unreasonably withheld and may not be withheld where
the Adviser may be exposed to civil or criminal contempt proceedings for
failure to comply, when requested to divulge such information by duly
constituted authorities, or when so requested by the Company.
5. Proxy Voting
The Adviser will have the
responsibility to vote proxies solicited with respect to issuers of securities
in which assets of the Company are invested in accordance with the Companys
policies on proxy voting.
6. 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. The Adviser will furnish the Company with
whatever information, reports, valuations, analyses and opinions the Board of
Directors of the Company may reasonably request.
7. Books and Records
The Adviser agrees to
preserve for the periods prescribed by Rule 31a-2 under the Investment
Company Act of 1940 the records required to be maintained by a registered
investment company pursuant to Rule 31a-1 thereunder. The Adviser and the Company agree, in
compliance with Rule 31a-3 under the Investment Company Act of 1940, that
all records which the Adviser maintains for the Company are the property of the
Company and further agrees to surrender promptly to the Company any such
records upon the Companys request.
8. Standard of Care
(a) 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 hereby agrees to indemnify the Adviser and each of the
Advisers partners, officers, employees, and agents (including any individual
who serves at the Advisers request as director, officer, partner, trustee or
the like of another corporation) 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 person to be indemnified
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 person to be indemnified was not liable by reason of disabling conduct
by (a) the vote of a majority of a quorum of non-party directors who are
not interested persons of the Company 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 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.
(b) The Adviser shall indemnify the
Company and its officers and trustees, for any liability and expenses,
including attorneys fees, which may be sustained as a result of the Advisers
willful misfeasance, bad faith, gross negligence or reckless disregard of its
duties hereunder or violation of applicable law, including, without limitation,
the federal and state securities laws.
A-2
9. Compensation
(a) 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 monthly at an annual rate of 1.20% of the first $50 million
of the Companys Average Weekly Base Amount (as defined below), 1.15% of
amounts from $50-100 million, 1.10% of
amounts from $100-150 million, 1.05% of amounts from $150-200 million and 1.00%
of amounts over $200 million.
(b) (i) Average Weekly Base Amount for any quarter
is the average of the lesser of (A) Market Value of the Companys
outstanding shares, and (B) the Companys net assets, in each case
determined as of the last trading day for each week during that quarter.
(ii) Market Value of the Companys
outstanding shares will be determined as follows:
(A) if the companys 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;
(B) if the Companys 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
(C) if the Companys 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.
(c) The Adviser (or, as provided below,
the Company) shall pay to any investment sub-adviser engaged by the Adviser and
the Company (the Sub-Adviser) the fees required under any applicable
Investment Sub-Advisory Agreement relating to the Company (the Investment
Sub-Advisory Agreement), and shall pay to any Chilean administrator engaged by
the Adviser and the Company (the Chilean Administrator) the fees required
under any applicable Chilean administration agreement relating to the Company
(the Chilean Administration Agreement).
In the event that the Investment Sub-Advisory Agreement is terminated,
the Adviser shall be responsible for furnishing to the Company the services
required to be performed by the Sub-Adviser under the Investment Sub-Advisory
Agreement or arranging for a successor sub-investment adviser on terms and
conditions acceptable to the Company and subject to the requirements of the
Investment Company Act of 1940.
The Company agrees that,
at the request of the Adviser, it will pay the Sub-Adviser directly the amounts
payable to the Sub-Adviser for sub-advisory services pursuant to the Investment
Sub-Advisory Agreement and the amounts payable to the Chilean Administrator for
administrative services pursuant to the Chilean Administration Agreement,
provided that the fee payable to the Adviser hereunder shall be reduced to the
extent of amounts so paid to the Sub-Adviser and the Chilean Administrator.
(d) 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 Companys net assets
shall be computed at the times and in the manner specified in the Companys
Registration Statement as from time to time in effect.
10. Expenses
The Adviser will bear all
expenses in connection with the performance of its services under this
Agreement, including compensation of and office space for its officers and
employees connected with investment and economic research, trading and
investment management of the Company, except as otherwise may be provided in
any separate agreement between the Company and the Adviser, as well as the fees
of any directors of the Company who are affiliated with the Adviser or any of
its affiliates. 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, including any Chilean
value added tax; fees of directors of the Company who are not officers,
directors, or employees of the Adviser, the Sub-Adviser or any of their
affiliates; U.S. Securities and Exchange Commission fees, state Blue Sky
qualification or offering fees; charges of custodians, sub-custodians and
transfer and dividend disbursing agents; expenses in connection with the
Companys Dividend Reinvestment and Cash Purchase Plan; insurance premiums;
outside auditing, pricing and legal expenses; costs of maintenance of the
Companys 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 Board of Directors of the Company; membership fees in
trade associations; stock exchange listing fees
A-3
and expenses; litigation
and other extraordinary or non-recurring expenses.
11. 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 investment fiduciary and other managed accounts or as
investment adviser to one or more other investment companies, 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.
In addition, the Company understands that the persons employed by the
Adviser to assist in the performance of the Advisers 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.
12. Term of Agreement
This Agreement shall
become effective upon being approved in accordance with the requirements of the
Investment Company Act of 1940, and executed by the Adviser and the Company and
shall continue for an initial two-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 Companys 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 vote of holders of a majority of the Companys shares, or upon 60 days
written notice, by the Adviser. This
Agreement will also terminate automatically in the event of its assignment (as
defined in said Act).
13. Entire Agreement
This Agreement
constitutes the entire agreement between the parties hereto.
14. 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.
15. 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 be deemed an agent of the Company.
16. 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.
17. Notices
Any notice under this
Agreement shall be in writing to the other party and shall be delivered in
person or by facsimile or electronic mail (followed by mailing such notice, air
mail postage prepaid, on the day on which such facsimile or electronic mail is
sent) to such address as the other party may designate from time to time for
the receipt of such notice and shall be deemed to have been given, if by
personal delivery, on the day of such delivery, and, if by facsimile and mail
or electronic mail and mail, on the date on which such facsimile and
confirmatory letter or electronic mail
and confirmatory letter are sent.
If the foregoing
accurately sets forth our agreement, kindly indicate your acceptance hereof by
signing and returning the enclosed copy hereof.
A-4
Very truly yours,
THE CHILE FUND, INC.
By:
Name:
Title:
Accepted:
ABERDEEN ASSET MANAGEMENT
INVESTMENT SERVICES LIMITED
By:
Name
Title:
A-5
FORM OF NEW
ADVISORY AGREEMENT FOR
THE FIRST ISRAEL
FUND, INC.
[Date], 2009
Aberdeen Asset Management Investment Services Limited
One Bow Churchyard
London, United Kingdom
EC4M 9HH
Dear Sirs:
The First Israel Fund, Inc. (the Company), a
corporation organized under the laws of the state of Maryland, herewith
confirms its agreement with Aberdeen Asset Management Investment Services
Limited (the Adviser), a corporation organized under the laws of the United
Kingdom, 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 Charter, 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 Companys Registration
Statement and Charter, have been or will be submitted to the Adviser. The Company agrees to provide copies of all
amendments to the Companys Registration Statement and Charter to the Adviser
on an on-going 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 Companys Charter and Bylaws, the Investment Company Act of 1940 and the
Investment Advisers Act of 1940, all applicable SEC rules and regulations
and any other applicable provisions of law, as the same may from time to time be
amended, (b) manage the Companys assets in accordance with its investment
objective and policies as stated in the Companys 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 and (e) monitor and
evaluate the services provided by the Companys Sub-Advisers under its
sub-advisory agreement. In providing
these services, the Adviser will provide investment research and supervision of
the Companys investments and conduct a continual program of investment,
evaluation and, if appropriate, sale and reinvestment of the Companys
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 best
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. Confidentiality
of Information
The Adviser will treat confidentially and as
proprietary information of the Company all records and other information
relative to the Company and the Companys prior, current or potential
shareholders, and will not use such records and information for any purpose
other than performance of its responsibilities and duties hereunder, except
after prior notification to and approval in writing by the Company, which
approval shall not be unreasonably withheld and may not be withheld where the
Adviser may be exposed to civil or criminal contempt proceedings for failure to
comply, when requested to divulge such information by duly constituted authorities,
or when so requested by the Company.
A-6
5. Proxy
Voting
The Adviser will have the responsibility to vote
proxies solicited with respect to issuers of securities in which assets of the
Company are invested in accordance with the Companys policies on proxy voting.
6. 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.
The Adviser will furnish the Company with whatever information, reports,
valuations, analyses and opinions the Board of Directors of the Company may
reasonably request.
7. Books
and Records
The Adviser agrees to preserve for the periods
prescribed by Rule 31a-2 under the Investment Company Act of 1940 the
records required to be maintained by a registered investment company pursuant
to Rule 31a-1 thereunder. The
Adviser and the Company agree, in compliance with Rule 31a-3 under the
Investment Company Act of 1940, that all records which the Adviser maintains
for the Company are the property of the Company and further agrees to surrender
promptly to the Company any such records upon the Companys request.
8. Standard
of Care
(a) 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 hereby agrees to indemnify the
Adviser and each of the Advisers partners, officers, employees, and agents
(including any individual who serves at the Advisers request as director,
officer, partner, trustee or the like of another corporation) 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 person to
be indemnified 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 person to be indemnified was not liable by reason of
disabling conduct by (a) the vote of a majority of a quorum of non-party
directors who are not interested persons of the Company 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 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.
(b) The
Adviser shall indemnify the Company and its officers and trustees, for any
liability and expenses, including attorneys fees, which may be sustained as a
result of the Advisers willful misfeasance, bad faith, gross negligence or
reckless disregard of its duties hereunder or violation of applicable law,
including, without limitation, the federal and state securities laws.
9. Compensation
(a) In
consideration of the services rendered pursuant to this Agreement, the Company
will pay the Adviser after the end of each calendar quarter, a fee for the
previous quarter computed monthly as follows:
(i) If
the Companys average weekly net assets are less than the average weekly Market
Value of the Companys outstanding shares, the fee shall be computed at an
annual rate of 1.30% of the first $50 million of the Companys average weekly
net assets, 1.25% of the Companys average weekly net assets from $50-100
million, 1.20% of the Companys average weekly
A-7
net assets from $100-150 million, 1.15% of the Companys
average weekly net assets from $150-200 million and 1.05% of the Companys
average weekly net assets over $200 million.
(ii) If
the Companys average weekly net assets are greater than the average weekly Market
Value of the Companys outstanding shares, the fee shall be computed at an
annual rate of 1.30% of the first $50 million of the Discount Value of the
Companys average weekly net assets, 1.25% of the Discount Value of the
Companys average weekly net assets from $50-100 million, 1.20% of the Discount
Value of the Companys average weekly net assets from $100-150 million, 1.15%
of the Discount Value of the Companys average weekly net assets from
$150-200 million and 1.05% of the Discount Value of the Companys average weekly
net assets of amounts over $200 million.
(iii) Market
Value of the Companys outstanding shares will be determined as follows:
(A) if
the Companys shares are listed or traded on any national securities exchange
or on the Nasdaq National Market, the shares shall be valued at the last price
on the exchange 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;
(B) if
the Companys 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
(C) if
the Companys 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.
(iv) Discount
Value shall be the average weekly Market Value, expressed as a percentage of
the Companys average weekly net asset value.
(b) The
Adviser may instruct the Company to directly pay fees due any sub-adviser under
any sub-advisory agreement approved by the Company pursuant to the terms
thereof, with such amounts to be deducted from the fees due to the Adviser.
(c) Upon
the 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 Companys
net assets shall be computed at the times and in the manner specified in the
Companys Registration Statement as from time to time in effect.
10. Expenses
The Adviser will bear all expenses in connection with
the performance of its services under this Agreement, including compensation of
and office space for its officers and employees connected with investment and
economic research, trading and investment management of the Company, except as
otherwise may be provided in any separate agreement between the Company and the
Adviser, as well as the fees of any directors of the Company who are affiliated
with the Adviser or any of its affiliates.
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 Adviser, the Sub-Adviser or any of their affiliates; U.S.
Securities and Exchange Commission fees, state Blue Sky qualification or
offering fees; charges of custodians, sub-custodians and transfer and dividend
disbursing agents; expenses in connection with the Companys Dividend
Reinvestment and Cash Purchase Plan; insurance premiums; outside auditing,
pricing and legal expenses; costs of maintenance of the Companys 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 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.
11. 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
investment fiduciary and other managed accounts or as investment adviser to one
or more other investment companies, 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. In addition, the Company
understands that the persons employed by the Adviser to assist in the
performance of the Advisers duties hereunder will not devote their full time
to such
A-8
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.
12. Term
of Agreement
This Agreement shall become effective upon being
approved in accordance with the requirements of the Investment Company Act of
1940, and executed by the Adviser and the Company and shall continue for an
initial two-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 Companys 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 vote of holders of a majority of the Companys
shares, or upon 60 days written notice, by the Adviser. This Agreement will also terminate
automatically in the event of its assignment (as defined in said Act).
13. Entire
Agreement
This Agreement constitutes the entire agreement
between the parties hereto.
14. 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.
15. 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 be deemed an agent of the Company.
16. 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.
17. Notices
Any notice under this Agreement shall be in writing to
the other party and shall be delivered in person or by facsimile or electronic
mail (followed by mailing such notice, air mail postage prepaid, on the day on
which such facsimile or electronic mail is sent) to such address as the other
party may designate from time to time for the receipt of such notice and shall
be deemed to have been given, if by personal delivery, on the day of such
delivery, and, if by facsimile and mail or electronic mail and mail, on the
date on which such facsimile and confirmatory letter or electronic mail and confirmatory letter are
sent.
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 FIRST ISRAEL FUND, INC.
Accepted:
ABERDEEN ASSET MANAGEMENT INVESTMENT SERVICES LIMITED
A-9
FORM OF NEW
ADVISORY AGREEMENT FOR
THE INDONESIA
FUND, INC.
[Date]
Aberdeen Asset Management
Asia Limited
21 Church Street
#01-01 Capital Square Two
Singapore 049480
Dear Sirs:
The Indonesia Fund, Inc.
(the Company), a corporation organized under the laws of the state of
Maryland, herewith confirms its agreement with Aberdeen Asset Management Asia
Limited (the Adviser), a corporation organized under the laws of Singapore,
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 Companys Registration Statement and Articles of
Incorporation, as amended, have been or will be submitted to the Adviser. The Company agrees to provide copies of all
amendments to the Companys 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 Companys Articles of Incorporation,
the Investment Company Act of 1940 and the Investment Advisers Act of 1940, all
applicable SEC rules and regulations and any other applicable provisions
of law, as the same may from time to time be amended, (b) manage the
Companys assets in accordance with its investment objective and policies as
stated in the Companys 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, and (d) place purchase and sale orders on
behalf of the Company. In providing
these services, the Adviser will provide investment research and supervision of
the Companys investments and conduct a continual program of investment,
evaluation and, if appropriate, sale and reinvestment of the Companys
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 best 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. Confidentiality of Information
The Adviser will treat
confidentially and as proprietary information of the Company all records and
other information relative to the Company and the Companys prior, current or
potential shareholders, and will not use such records and information for any
purpose other than performance of its responsibilities and duties hereunder,
except after prior notification to and approval in writing by the Company,
which approval shall not be unreasonably withheld and may not be withheld where
the Adviser may be exposed to civil or criminal contempt proceedings for
failure to comply, when requested to divulge such information by duly
constituted authorities, or when so requested by the Company.
A-10
5. Proxy Voting
The Adviser will have the
responsibility to vote proxies solicited with respect to issuers of securities
in which assets of the Company are invested in accordance with the Companys
policies on proxy voting.
6. 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. The Adviser will furnish the Company with
whatever information, reports, valuations, analyses and opinions the Board of
Directors of the Company may reasonably request.
7. Books and Records
The Adviser agrees to
preserve for the periods prescribed by Rule 31a-2 under the Investment
Company Act of 1940 the records required to be maintained by a registered
investment company pursuant to Rule 31a-1 thereunder. The Adviser and the Company agree, in
compliance with Rule 31a-3 under the Investment Company Act of 1940, that
all records which the Adviser maintains for the Company are the property of the
Company and further agrees to surrender promptly to the Company any such
records upon the Companys request.
8. Standard of Care
(a) 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 hereby agrees to indemnify the Adviser and each of the
Advisers partners, officers, employees, and agents (including any individual
who serves at the Advisers request as director, officer, partner, trustee or
the like of another corporation) 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 person to be indemnified
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 person to be indemnified was not liable by reason of disabling conduct
by (a) the vote of a majority of a quorum of non-party directors who are
not interested persons of the Company 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 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.
(b) The Adviser shall indemnify the
Company and its officers and trustees, for any liability and expenses,
including attorneys fees, which may be sustained as a result of the Advisers
willful misfeasance, bad faith, gross negligence or reckless disregard of its
duties hereunder or violation of applicable law, including, without limitation,
the federal and state securities laws.
9. Compensation
(a) In consideration of the services
rendered pursuant to this Agreement, the Company will pay the Adviser after the
end of each calendar quarter, a fee for the previous quarter computed monthly
at an annual rate of 1.00% of the first $50 million of the Companys average
weekly net assets, 0.95% of amounts from $50-100 million and 0.90% of amounts
over $100 million.
A-11
(b) 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 Companys net assets shall be
computed at the times and in the manner specified in the Companys Registration
Statement as from time to time in effect.
10. Expenses
The Adviser will bear all
expenses in connection with the performance of its services under this
Agreement, including compensation of and office space for its officers and
employees connected with investment and economic research, trading and
investment management and administration of the Company, except as otherwise
may be provided in any separate agreement between the Company and the Adviser,
as well as the fees of any directors of the Company who are affiliated with the
Adviser or any of its affiliates. 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 Adviser, any U.S. or foreign
administrator or any of their affiliates; U.S. Securities and Exchange
Commission fees; state Blue Sky qualification or offering fees; charges of
custodians, sub-custodians and transfer and dividend disbursing agents;
expenses in connection with the Companys Dividend Reinvestment and Cash
Purchase Plan; insurance premiums; outside auditing, pricing and legal
expenses; costs of maintenance of the Companys 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 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.
11. 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 investment fiduciary and other managed accounts or as
investment adviser to one or more other investment companies, 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.
In addition, the Company understands that the persons employed by the
Adviser to assist in the performance of the Advisers 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.
12. Term of Agreement
This Agreement shall
become effective upon being approved in accordance with the requirements of the
Investment Company Act of 1940, and executed by the Adviser and the Company and
shall continue for an initial two-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 Companys 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 vote of holders of a majority of the Companys shares, or upon 60 days
written notice, by the Adviser. This
Agreement will also terminate automatically in the event of its assignment (as
defined in said Act).
13. Entire Agreement
This Agreement
constitutes the entire agreement between the parties hereto.
14. 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.
A-12
15. 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 be deemed an agent of the Company.
16. 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.
17. Notices
Any notice under this
Agreement shall be in writing to the other party and shall be delivered in
person or by facsimile or electronic mail (followed by mailing such notice, air
mail postage prepaid, on the day on which such facsimile or electronic mail is
sent) to such address as the other party may designate from time to time for
the receipt of such notice and shall be deemed to have been given, if by
personal delivery, on the day of such delivery, and, if by facsimile and mail
or electronic mail and mail, on the date on which such facsimile and
confirmatory letter or electronic mail
and confirmatory letter are sent.
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 INDONESIA FUND, INC.
By:
Name:
Title:
Accepted:
ABERDEEN ASSET MANAGEMENT
ASIA LIMITED
By:
Name:
Title:
A-13
FORM OF NEW
ADVISORY AGREEMENT FOR
THE LATIN AMERICA
EQUITY FUND, INC.
[Date]
Aberdeen Asset Management
Investment Services Limited
One Bow Churchyard
London, United Kingdom
EC4M 9HH
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, herewith confirms its agreement with Aberdeen Asset Management
Investment Services Limited (the Adviser), a corporation organized under the
laws of United Kingdom, 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 Companys Registration Statement and Articles of
Incorporation, as amended, have been or will be submitted to the Adviser. The Company agrees to provide copies of all
amendments to the Companys 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 Companys Articles of Incorporation,
the Investment Company Act of 1940 and the Investment Advisers Act of 1940, all
applicable SEC rules and regulations and any other applicable provisions
of law, as the same may from time to time be amended, (b) manage the
Companys assets in accordance with its investment objective and policies as
stated in the Companys 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) monitor and evaluate the
services provided by the Companys investment sub-advisers under its investment
sub-advisory agreements. In providing
these services, the Adviser will provide investment research and supervision of
the Companys investments and conduct a continual program of investment,
evaluation and, if appropriate, sale and reinvestment of the Companys 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 best 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. Confidentiality of Information
The Adviser will treat
confidentially and as proprietary information of the Company all records and
other information relative to the Company and the Companys prior, current or
potential shareholders, and will not use such records and information for any
purpose other than performance of its responsibilities and duties hereunder, except
after prior notification
A-14
to and approval in
writing by the Company, which approval shall not be unreasonably withheld and
may not be withheld where the Adviser may be exposed to civil or criminal
contempt proceedings for failure to comply, when requested to divulge such
information by duly constituted authorities, or when so requested by the
Company.
5. Proxy Voting
The Adviser will have the
responsibility to vote proxies solicited with respect to issuers of securities
in which assets of the Company are invested in accordance with the Companys
policies on proxy voting.
6. 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. The Adviser will furnish the Company with
whatever information, reports, valuations, analyses and opinions the Board of
Directors of the Company may reasonably request.
7. Books and Records
The Adviser agrees to
preserve for the periods prescribed by Rule 31a-2 under the Investment
Company Act of 1940 the records required to be maintained by a registered
investment company pursuant to Rule 31a-1 thereunder. The Adviser and the Company agree, in
compliance with Rule 31a-3 under the Investment Company Act of 1940, that
all records which the Adviser maintains for the Company are the property of the
Company and further agrees to surrender promptly to the Company any such
records upon the Companys request.
8. Standard of Care
(a) 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 hereby agrees to indemnify the
Adviser and each of the Advisers partners, officers, employees, and agents
(including any individual who serves at the Advisers request as director,
officer, partner, trustee or the like of another corporation) 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 person to
be indemnified 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 person to be indemnified was not liable by reason of
disabling conduct by (a) the vote of a majority of a quorum of non-party
directors who are not interested persons of the Company 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 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.
(b) The Adviser
shall indemnify the Company and its officers and trustees, for any liability
and expenses, including attorneys fees, which may be sustained as a result of
the Advisers willful misfeasance, bad faith, gross negligence or reckless
disregard of its duties hereunder or violation of applicable law, including,
without limitation, the federal and state securities laws.
9. Compensation
(a) In consideration of the services
rendered pursuant to this Agreement, the Company will pay the Adviser after the
end of each calendar quarter, a fee for the previous quarter computed monthly
at an annual rate of 1.00% of the first US$100
A-15
million of the Companys Average
Weekly Base Amount (as defined below), 0.90% of the next US$50 million and
0.80% of amounts above US$150 million.
(b) (i) Average Weekly Base Amount
for any quarter is the average of the lesser of (A) Market Value of the
Companys outstanding shares, and (B) the Companys net assets, in each
case determined as the last trading day for each week during that quarter.
(ii) Market Value of the Companys
outstanding shares will be determined as follows:
(A) if the Companys 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;
(B) if the Companys 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
(C) if the Companys 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.
(c) The Adviser (or, as provided below,
the Company) shall pay to any investment sub-adviser engaged by the Adviser and
the Company (the Sub-Adviser) the fees required under any applicable
Investment Sub-Advisory Agreement relating to the Company (the Investment
Sub-Advisory Agreement) In the event
that the Investment Sub-Advisory Agreement is terminated, the Adviser shall be
responsible for furnishing to the Company the services required to be performed
by the Sub-Adviser under the Investment Sub-Advisory Agreement or arranging for
a successor sub-investment adviser on terms and conditions acceptable to the
Company and subject to the requirements of the Investment Company Act of 1940.
The Company agrees that,
at the request of the Adviser, it will pay the Sub-Adviser directly the amounts
payable to the Sub-Adviser for sub-advisory services pursuant to the Investment
Sub-Advisory Agreement, provided that the fee payable to the Adviser hereunder
shall be reduced to the extent of amounts so paid to the Sub-Adviser.
(d) 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 Companys net assets
shall be computed at the times and in the manner specified in the Companys
Registration Statement as from time to time in effect.
10. Expenses
The Adviser will bear all
expenses in connection with the performance of its services under this
Agreement, including compensation of and office space for its officers and
employees connected with investment and economic research, trading and
investment management and administration of the Company, except as otherwise
may be provided in any separate agreement between the Company and the Adviser,
as well as the fees of any directors of the Company who are affiliated with the
Adviser or any of its affiliates. 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 Adviser, the Sub-Advisers, any
U.S. or foreign administrator or any of their affiliates; U.S. Securities and
Exchange Commission fees; state Blue Sky qualification or offering fees;
charges of custodians, sub-custodians and transfer and dividend disbursing
agents; expenses in connection with the Companys Dividend Reinvestment and
Cash Purchase Plan; insurance premiums; outside auditing, pricing and legal
expenses; costs of maintenance of the Companys 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 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.
11. 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 investment fiduciary and other managed accounts or as
investment adviser to one or more other investment companies, 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
A-16
adversely affect the size
of the position that may be acquired or disposed of for the Company. In addition, the Company understands that the
persons employed by the Adviser to assist in the performance of the Advisers
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.
12. Term of Agreement
This Agreement shall
become effective upon being approved in accordance with the requirements of the
Investment Company Act of 1940, and executed by the Adviser and the Company and
shall continue for an initial two-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 Companys 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 vote of holders of a majority of the Companys shares, or upon 60 days
written notice, by the Adviser. This
Agreement will also terminate automatically in the event of its assignment (as
defined in said Act).
13. Entire Agreement
This Agreement
constitutes the entire agreement between the parties hereto.
14. 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.
15. 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 be deemed an agent of the Company.
16. 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.
17. Notices
Any notice under this
Agreement shall be in writing to the other party and shall be delivered in
person or by facsimile or electronic mail (followed by mailing such notice, air
mail postage prepaid, on the day on which such facsimile or electronic mail is
sent) to such address as the other party may designate from time to time for
the receipt of such notice and shall be deemed to have been given, if by
personal delivery, on the day of such delivery, and, if by facsimile and mail
or electronic mail and mail, on the date on which such facsimile and
confirmatory letter or electronic mail
and confirmatory letter are sent.
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:
A-17
Accepted:
ABERDEEN ASSET MANAGEMENT
INVESTMENT SERVICES LIMITED
By:
Name:
Title:
A-18
FORM OF NEW
ADVISORY AGREEMENT FOR
THE EMERGING
MARKETS TELECOMMUNICATIONS FUND, INC.
[Date], 2009
Aberdeen Asset Management
Investment Services Limited
One Bow Churchyard
London, United Kingdom
EC4M 9HH
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
Aberdeen Asset Management Investment Services Limited (the Adviser), a
corporation organized under the laws of the United Kingdom, 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 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 Companys 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 Companys 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 Companys Articles of Incorporation,
the Investment Company Act of 1940 and the Investment Advisers Act of 1940, all
applicable SEC rules and regulations and any other applicable provisions
of law, as the same may from time to time be amended, (b) manage the
Companys assets in accordance with its investment objective and policies as
stated in the Companys 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 Companys
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 Companys
investments and conduct a continual program of investment, evaluation and, if
appropriate, sale and reinvestment of the Companys 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 best 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. Confidentiality of Information
The Adviser will treat
confidentially and as proprietary information of the Company all records and
other information relative to the Company and the Companys prior, current or
potential shareholders, and will not use such records and
A-19
information for any
purpose other than performance of its responsibilities and duties hereunder,
except after prior notification to and approval in writing by the Company,
which approval shall not be unreasonably withheld and may not be withheld where
the Adviser may be exposed to civil or criminal contempt proceedings for
failure to comply, when requested to divulge such information by duly
constituted authorities, or when so requested by the Company.
5. Proxy Voting
The Adviser will have the
responsibility to vote proxies solicited with respect to issuers of securities
in which assets of the Company are invested in accordance with the Companys
policies on proxy voting.
6. 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. The Adviser will furnish the Company with
whatever information, reports, valuations, analyses and opinions the Board of
Directors of the Company may reasonably request.
7. Books and Records
The Adviser agrees to
preserve for the periods prescribed by Rule 31a-2 under the Investment
Company Act of 1940 the records required to be maintained by a registered
investment company pursuant to Rule 31a-1 thereunder. The Adviser and the Company agree, in
compliance with Rule 31a-3 under the Investment Company Act of 1940, that
all records which the Adviser maintains for the Company are the property of the
Company and further agrees to surrender promptly to the Company any such
records upon the Companys request.
8. Standard of Care
(a) 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 hereby agrees to indemnify the Adviser and each of the
Advisers partners, officers, employees, and agents (including any individual
who serves at the Advisers request as director, officer, partner, trustee or
the like of another corporation) 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 person to be indemnified
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 person to be indemnified was not liable by reason of disabling conduct
by (a) the vote of a majority of a quorum of non-party directors who are
not interested persons of the Company 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 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.
(b) The Adviser shall indemnify the
Company and its officers and trustees, for any liability and expenses,
including attorneys fees, which may be sustained as a result of the Advisers
willful misfeasance, bad faith, gross negligence or reckless disregard of its
duties hereunder or violation of applicable law, including, without limitation,
the federal and state securities laws.
9. Compensation
(a) In consideration of the services
rendered pursuant to this Agreement, the Company will pay the Adviser within
five
A-20
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 Companys Average
Weekly Base Amount (as defined below), 1.125% of the next US$ 100 million and
1.00% of amounts above US$ 200 million.
(b) (i) Average Weekly Base Amount
for any quarter is the average of the lesser of (A) Market Value of the
Companys outstanding shares, and (B) the Companys net assets, in each
case determined as of the last trading day for each week during that quarter.
(ii) Market Value of the Companys
outstanding shares will be determined as follows:
(A) if the Companys 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;
(B) if the Companys 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
(C) if the Companys 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.
(c) 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.
(d) 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 Companys net assets
shall be computed at the times and in the manner specified in the Companys
Registration Statement as from time to time in effect.
10. Expenses
The Adviser will bear all
expenses in connection with the performance of its services under this
Agreement, including compensation of and office space for its officers and
employees connected with investment and economic research, trading and
investment management and administration of the Company, except as otherwise
may be provided in any separate agreement between the Company and the Adviser,
as well as the fees of any directors of the Company who are affiliated with the
Adviser or any of its affiliates. 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 Companys existence; costs attributable to investor
services, including, without limitation, telephone and personnel 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 Funds
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 Funds shares
for sale in various states and foreign jurisdictions; litigation and other
extraordinary or non recurring expenses.
11. 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 Aberdeen 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 an Aberdeen 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 Advisers
duties hereunder will not devote their full time to such service and
A-21
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.
12. Term of Agreement
This Agreement shall
become effective upon being approved in accordance with the requirements of the
Investment Company Act of 1940, and executed by the Adviser and the Company 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
Companys 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 Companys shares. This Agreement
will also terminate automatically in the event of its assignment (as defined in
said Act).
13. Entire Agreement
This Agreement
constitutes the entire agreement between the parties hereto.
14. 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.
15. 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 be deemed an agent of the Company.
16. 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.
17. Notices
Any notice under this
Agreement shall be in writing to the other party and shall be delivered in
person or by facsimile or electronic mail (followed by mailing such notice, air
mail postage prepaid, on the day on which such facsimile or electronic mail is
sent) to such address as the other party may designate from time to time for
the receipt of such notice and shall be deemed to have been given, if by
personal delivery, on the day of such delivery, and, if by facsimile and mail
or electronic mail and mail, on the date on which such facsimile and
confirmatory letter or electronic mail
and confirmatory letter are sent.
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:
ABERDEEN ASSET MANAGEMENT
INVESTMENT SERVICES LIMITED
By:
Name:
Title:
A-22
EXHIBIT B
DATE OF APPROVALS
Fund
|
|
Date of advisory
agreement
|
|
Date of last
approval by
Directors of the
advisory agreement
|
|
Date of last
submission of
existing advisory
agreement to vote of
shareholders of each
Fund
|
The Chile Fund, Inc.
|
|
November 17, 2000
|
|
November 20, 2008
|
|
October 26, 1990
|
The First Israel Fund, Inc.
|
|
November 17, 2000
|
|
November 20, 2008
|
|
October 6, 1992
|
The Indonesia Fund, Inc.
|
|
November 21, 1990
|
|
November 20, 2008
|
|
October 26, 1990
|
The Latin America Equity Fund, Inc.
|
|
November 10, 2000
|
|
November 20, 2008
|
|
June 4, 1992
|
The Emerging Markets Telecommunications
Fund, Inc.
|
|
November 3, 2000
|
|
November 20, 2008
|
|
September 28, 1993
|
Fund/Sub-Adviser
|
|
Date of sub-advisory
agreement
|
|
Date of last approval
by Directors of the
sub-advisory
agreement
|
|
Date of last
submission of
existing non-CSAM
sub-advisory
agreement to vote of
shareholders of each
Fund
|
The Chile Fund, Inc.
|
|
|
|
|
|
|
·
Celfin Capital Servicios
Financieros S.A.
|
|
November 17, 2000;
amended November 1, 2004
|
|
November 20, 2008
|
|
November 26, 1990
|
|
|
|
|
|
|
|
The First Israel Fund, Inc.
|
|
|
|
|
|
|
·
CSAM UK
|
|
April 24, 2003;
amended August 16, 2007
|
|
November 20, 2008
|
|
April 24, 2003
|
·
Analyst Exchange and Trading Services
Ltd.
|
|
November 17, 2000
|
|
November 20, 2008
|
|
October 6, 1992
|
|
|
|
|
|
|
|
The Indonesia Fund, Inc.
|
|
|
|
|
|
|
·
CSAM Australia
|
|
October 9, 2002
|
|
November 20, 2008
|
|
October 9, 2002
|
|
|
|
|
|
|
|
The Latin America Equity Fund, Inc.
|
|
|
|
|
|
|
·
Celfin Capital Servicios
Financieros S.A.
|
|
November 17, 2000;
amended January 1, 2005
|
|
November 20, 2008
|
|
June 4, 1992
|
|
|
|
|
|
|
|
The Emerging Markets Telecommunications
Fund, Inc.
|
|
|
|
|
|
|
·
CSAM UK
|
|
March 25, 2004;
amended August 16, 2007
|
|
November 20, 2008
|
|
March 25, 2004
|
B-1
EXHIBIT C
COMMISSIONS PAID
TO AFFILIATED BROKERS
(Brokerage
Commissions paid for fiscal year ended December 31, 2008)
Fund
|
|
Affiliated
Broker
|
|
Commissions Paid
|
|
% of Total
Commissions Paid
|
|
The Chile Fund, Inc.
|
|
Celfin Capital
|
|
$
|
6,416,764
|
|
24
|
%
|
The First Israel Fund, Inc.
|
|
Mizrahi Bank
|
|
$
|
68,166
|
|
0.1
|
%
|
The Indonesia Fund, Inc.
|
|
N/A
|
|
N/A
|
|
N/A
|
|
The Latin America Equity Fund, Inc.
|
|
Celfin Capital
|
|
$
|
1,747,448
|
|
41
|
%
|
(Brokerage
Commissions paid for fiscal year ended October 31, 2008)
Fund
|
|
Affiliated
Broker
|
|
Commissions
Paid
|
|
% of Total
Commissions Paid
|
|
The Emerging Markets Telecommunications Fund, Inc.
|
|
N/A
|
|
N/A
|
|
N/A
|
|
C-1
EXHIBIT D
RATE OF
COMPENSATION UNDER THE ADVISORY AGREEMENTS
Fund
|
|
Rate of Compensation
|
The Chile Fund, Inc.
|
|
Annual fee, computed
monthly and paid quarterly, equal to:
·
1.20% of the first $50 million of the Funds average weekly market value or
net assets (whichever is lower);
·
1.15% of the next $50 million; and
·
1.10% of amounts in excess of $100 million
|
The First Israel Fund, Inc.
|
|
Annual fee, computed
monthly and paid quarterly, equal to:
·
1.30% of the Funds average weekly market value or net assets (whichever is
lower) invested in listed securities (including securities traded
over-the-counter in the United States);
and
·
2.00% of the Funds average weekly market value or net assets (whichever is
lower) invested in unlisted securities.
The aggregate
fee may not exceed an annual rate of 1.40% of the Funds average weekly
market value or net assets (whichever is lower).
|
The Indonesia Fund, Inc.
|
|
Annual fee, computed
monthly and paid quarterly, equal to 1.00% of the Funds average weekly net
assets.
|
The Latin America
Equity Fund, Inc.
|
|
Annual fee, computed
monthly and paid quarterly, equal to:
·
1.00% of the first $100 million of the Funds average weekly market value or
net assets (whichever is lower);
·
0.90% of the next $50 million; and
·
0.80% of amounts over $150 million
|
The Emerging Markets
Telecommunications Fund, Inc.
|
|
Annual fee, calculated
weekly and paid quarterly, equal to:
1.25% of the
first $100 million of the Funds average weekly market value or net assets
(whichever is lower);
1.125% of the
next $100 million; and
1.00% of amounts
in excess of $200 million
|
D-1
FEES PAID TO CSAM
(PURSUANT TO
ADVISORY AGREEMENTS
BETWEEN THE FUND
ON BEHALF OF EACH FUND AND CSAM)
(fees paid under each agreement for fiscal
year ended December 31, 2008)
Fund
|
|
Gross
|
|
Waiver
|
|
Net
|
|
The Chile Fund, Inc.
|
|
$
|
1,748,532
|
|
$
|
0
|
|
$
|
1,748,532
|
|
The First Israel Fund, Inc.
|
|
$
|
957,348
|
|
$
|
221,224
|
|
$
|
736,124
|
|
The Indonesia Fund, Inc.
|
|
$
|
817,484
|
|
$
|
0
|
|
$
|
817,484
|
|
The Latin America Equity Fund, Inc.
|
|
$
|
2,254,357
|
|
$
|
10,005
|
|
$
|
2,244,352
|
|
(fees paid under each agreement for fiscal
year ended October 31, 2008)
Fund
|
|
Gross
|
|
Waiver
|
|
Net
|
|
The Emerging Markets Telecommunications Fund, Inc.
|
|
$
|
2,172,815
|
|
$
|
90,363
|
|
$
|
2,080,452
|
|
|
|
|
|
|
|
|
|
|
|
|
PROPOSED NEW RATES
OF COMPENSATION UNDER THE NEW ADVISORY AGREEMENTS
The Chile Fund, Inc.
|
|
Annual fee, computed monthly and paid quarterly,
equal to:
|
|
|
|
|
|
·
|
1.20% of the first $50 million of average weekly
market value or net assets (whichever is lower);
|
|
|
·
|
1.15% of amounts from $50-100 million;
|
|
|
·
|
1.10% of amounts from $100-150 million;
|
|
|
·
|
1.05% of amounts from $150-200 million; and
|
|
|
·
|
1.00% of amounts over $200 million.
|
|
|
|
The Indonesia Fund, Inc.
|
|
Annual fee, computed monthly and paid quarterly,
equal to
|
|
|
|
|
|
·
|
1.00% of the Funds average weekly net assets;
|
|
|
·
|
0.95% of amounts from $50-100 million; and
|
|
|
·
|
0.90% of amounts over $100 million.
|
The First Israel Fund,
Inc.
|
|
If the average weekly net
assets are less than the average weekly market value, an annual fee computed
monthly and paid quarterly equal to:
|
|
If the average weekly net
assets are greater than the average weekly market value, an annual fee
computed monthly and paid quarterly equal to:
|
|
|
|
|
|
|
|
·
|
1.30% of the first $50
million of average weekly net assets;
|
|
·
|
1.30% of the first $50
million of market value;
|
|
|
·
|
1.25% of average weekly
net assets from $50-100 million;
|
|
·
|
1.25% of the market value
from $50-100 million;
|
|
|
·
|
1.20% of average weekly
net assets from $100-150 million;
|
|
·
|
1.20% of the market value
from $100-150 million;
|
|
|
·
|
1.15% of average weekly
net assets from $150-200 million; and
|
|
·
|
1.15% of the market value
from $150-200 million; and
|
|
|
·
|
1.05% of average weekly
net assets over $200 million.
|
|
·
|
1.05% of the market value
over $200 million.
|
ESTIMATED FEES PAID UNDER PROPOSED ADVISORY FEE RATES
|
|
Aggregate Amount of Actual
Fees Received (Fiscal year end
2008)*
|
|
Aggregate Amount of
Proposed Fees*
|
|
Difference (as a percentage
of Actual Fees Received)
|
|
The Chile Fund, Inc.
|
|
$
|
1,828,252
|
|
$
|
1,817,268
|
|
0.60
|
%
|
The Indonesia Fund, Inc.
|
|
$
|
817,484
|
|
$
|
799,212
|
|
2.24
|
%
|
The First Israel Fund, Inc.
|
|
$
|
957,348
|
|
$
|
909,854
|
|
4.96
|
%
|
* Presented on a gross basis.
RATE OF
COMPENSATION UNDER THE SUB-ADVISORY AGREEMENTS
WITH CSAM
AFFILIATED SUB-ADVISERS
Fund
|
|
CSAM pays the sub-adviser the following
percentage of the net quarterly amount
received by CSAM as the Funds investment
adviser
|
|
The Indonesia Fund, Inc. (sub-advised by CSAM Australia)
|
|
90
|
%
|
The First Israel Fund, Inc. (sub-advised by CSAM UK)
|
|
50
|
%
|
The Emerging Markets Telecommunications Fund, Inc. (sub-advised
by CSAM UK)
|
|
50
|
%
|
FEES PAID TO CSAM SUB-ADVISERS
(PURSUANT TO SUB-ADVISORY AGREEMENT WITH RESPECT TO
THE FUNDS BETWEEN
CSAM AND AFFILIATES)
Fund
|
|
Amount Received by CSAM Sub-Adviser
|
|
The Indonesia Fund, Inc.
|
|
$
|
734,819
|
|
The First Israel Fund, Inc. (sub-advised by CSAM UK)
|
|
$
|
233,744
|
|
The Emerging Markets Telecommunications Fund, Inc. (sub-advised
by CSAM UK)
|
|
$
|
1,054,464
|
|
D-2
EXHIBIT E
CURRENT VOLUNTARY
EXPENSE
LIMITATIONS
|
|
Voluntary Expense
Waiver (amount
waived)*
|
|
Fiscal year ended December 31, 2008
|
|
|
|
The First Israel Fund, Inc.
|
|
$
|
221,224
|
|
The Latin America Equity Fund, Inc.
|
|
$
|
10,005
|
|
|
|
|
|
Fiscal year ended October 31, 2008
|
|
|
|
The Emerging Markets Telecommunications Fund, Inc.
|
|
$
|
90,363
|
|
*
CSAM has agreed to an
advisory fee waiver equal to $150,000 per year in the aggregate for ISL, LAQ
and ETF. The amount of the waiver is allocated among the funds in proportion to
the value of private equity investments held by the funds at the end of each
funds fiscal year. In addition, CSAM has agreed to a 0.1% advisory fee waiver
for ISL for sub-advisory fees previously paid to a former sub-adviser to ISL.
E-1
EXHIBIT F
NEW SUB-ADVISORY AGREEMENTS
FORM OF NEW SUB-ADVISORY AGREEMENT WITH
ANALYST EXCHANGE AND TRADING SERVICES LTD. FOR
THE FIRST ISRAEL FUND, INC.
INVESTMENT
SUB-ADVISORY AGREEMENT
Investment
Sub-Advisory Agreement, dated as of [
], 2009
by and among THE FIRST ISRAEL FUND, INC. (the Company), ABERDEEN ASSET
MANAGEMENT INVESTMENT SERVICES LIMITED (the Adviser) and ANALYST EXCHANGE AND
TRADING SERVICES LTD. (the Sub-Adviser or Analyst).
W
I T N E S S E T H:
WHEREAS,
the Company, a corporation organized under the laws of the State of Maryland,
is registered as an investment company under the Investment Company Act of 1940
(the 1940 Act); and
WHEREAS,
the Adviser is a corporation organized under the laws of the United Kingdom and
is the investment adviser to the Company; and
WHEREAS,
the Company and the Adviser, desire that the Sub-Adviser act as sub-adviser to
the Company during the term of this Agreement; and
WHEREAS,
the Sub-Adviser, a corporation organized under the laws of the State of Israel
and registered as an investment adviser under the Investment Advisers Act of
1940 (the Advisers Act), has advised the Company and the Adviser that it is
willing to act as such Sub-Adviser;
NOW
THEREFORE, in consideration of the premises and the mutual covenants contained
herein and for other good and valuable consideration the receipt and adequacy
of which is hereby acknowledged, the parties hereto hereby agree:
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 Charter, and in its
Registration Statement as may, from time to time, be 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
Companys Registration Statement and Charter, have been or will be submitted to
Analyst. The Company agrees to provide
copies of all amendments to the Companys Registration Statement and Charter to
Analyst on an on-going basis. The
Company and the Adviser desire hereby appoint Analyst to act as investment
sub-adviser to the Company. Analyst accepts
the appointment and agrees to furnish the services described herein for the
compensation set forth below. However,
nothing herein shall be construed as constituting Analyst an agent of the
Adviser or of the Company or requiring Analyst to take any action that would
cause Analyst to be in violation of the laws of the State of Israel or any
other law applicable to Analyst in connection with its duties hereunder.
2. Services as Investment Sub-Adviser
Subject to the supervision
and direction of the Board of Directors of the Company and of the Adviser,
Analyst will (a) act in conformity with the Companys Charter, the 1940
Act, and the Advisers Act, all applicable SEC rules and regulations and
any other applicable provisions of law, as the same may from time to time be
amended, and (b) provide the following services: (1) furnish advice and make
recommendations to the Adviser regarding the purchase and sale of Israeli
securities, (2) provide the Adviser with statistical, research and other
factual data for the Advisers use in connection with the Companys investment
program, (3) identify and inform the Adviser of Israeli regulatory and
other Israeli governmental requirements applicable to the Company in connection
with the Companys investment activities in Israel, (4) monitor and inform
the Adviser of the execution of transactions and the settlement and clearance
of the Companys securities transactions and arrange for the transmission to
the custodian of confirmations, trade tickets, and other documents and
information for such securities, (5) assist the custodian, fund accountant
or fund administrator, as the case may be, in determining or confirming the
market value of any Israeli securities, and (6) provide information
regarding corporate actions, repatriation restrictions, currency restrictions
and other matters relating to the Companys Israeli holdings as may be
requested by the Company or the Adviser from time to time.
3. Confidentiality of Information
The Sub-Adviser will treat
confidentially and as proprietary information of the Company all records and
other information relative to the Company, and the Companys prior, current or
potential shareholders, and will not use such information for any purpose other
than performance of its responsibilities and duties hereunder, except after
prior notification to and approval in writing by the Company, which approval
shall not be unreasonably withheld and may not be withheld where the
F-1
Sub-Adviser may be exposed
to civil or criminal contempt proceedings for failure to comply, when requested
to divulge such information by duly constituted authorities, or when so
requested by the Company.
4. Information Provided to the Adviser
Analyst will keep the
Adviser informed of developments in Israel materially affecting the Company,
and will, on its own initiative, furnish the Adviser from time to time with
whatever information Analyst believes is appropriate for this purpose. Analyst will furnish the Adviser or Company
with whatever information, reports, valuations, analyses and opinions the
Adviser or Board of Directors of the Company may reasonably request.
5. Compliance Policies
Throughout the term of the
Agreement, the Sub-Adviser shall promptly submit to the Adviser: (i) any material change to the
Sub-Advisers written policies and procedures (Compliance Policies) as
required by Rule 206(4)-7 under the Advisers Act; (ii) notification
of the commencement of a regulatory examination of the Sub-Adviser relating to
the Company and documentation describing the results of any such examination
and of any periodic testing of the Compliance Policies; and (iii) notification
of any material compliance matter that relates to the services provided by the
Sub-Adviser to the Company, including but not limited to any material violation
of the Compliance Policies or of the Sub-Advisers code of ethics, and/or
related code. Throughout the term of
this Agreement, the Sub-Adviser shall provide the Adviser with any
certifications, information and access to personnel and resources (including
those resources that will permit testing of the Compliance Polices by the
Adviser) that the Adviser may reasonably request to enable the Company to
comply with Rule 38a-1 under the 1940 Act.
6. Books and Records
The Sub-Adviser agrees to
preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the
records required to be maintained by a registered investment company pursuant
to Rule 31a-1 thereunder. The
Sub-Adviser, Adviser and the Company agree, in compliance with Rule 31a-3
under the 1940 Act, that all records which the Sub-Adviser maintains for the
Company are the property of the Company and further agrees to surrender
promptly to the Company any such records upon the Companys request.
7. Standard of Care
Analyst shall exercise its
best judgment in rendering the services described in paragraph 2 above. Analyst shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Company or the
Adviser in connection with the matters to which this Agreement relates, provided
that nothing herein shall be deemed to protect or purport to protect Analyst
against any liability to the Adviser, the Company or its shareholders to which
Analyst would otherwise be subject by reason of willful misfeasance, bad faith
or gross negligence on either of their parts in the performance of its duties
or from reckless disregard by either of them of its obligations and duties
under this Agreement.
8. Compensation
(a) In consideration
of the services rendered pursuant to this Agreement, the Adviser will pay
Analyst within five business days after the end of each calendar quarter a fee
for the previous quarter computed monthly at the annual aggregate rate of .30%
of the Companys average weekly net assets, 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 the Adviser by the Company for the corresponding quarter has
been reduced, pursuant to the terms of the Investment Advisory Agreement
between the Company and the Adviser, as a consequence of the market value of
the Companys outstanding shares trading at a discount to the Companys net
asset value, and the denominator of which is the investment advisory fee that
would have been payable to the Adviser for that quarter if no such reduction
was required by the terms of that agreement.
If the Investment Advisory Agreement between the Company and the Adviser
at any time no longer requires any such adjustment, the Discount Adjustment
Amount hereunder shall be zero. Upon
presentation of evidence of payment, the Sub-Adviser will be reimbursed by the
Adviser for any value added tax paid to the Israeli Tax Authorities in respect
of compensation received hereunder.
Pursuant to the terms of the Investment Advisory Agreement between the
Company and the Adviser of even date herewith, the Adviser may direct the Company
to directly pay Analyst amounts owing from the Company under this Agreement
other than the $25,000 expense reimbursement described in Section 9. Other than in this instance, Analyst shall
have no right to obtain compensation directly from the Company for services
provided hereunder and agrees to look solely to the Adviser for payment of fees
due. The fee payable to the Sub-Adviser
for the period from the date of this Agreement to the end of the first calendar
quarter during which the date of this Agreement occurs shall not be prorated.
(b) 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.
F-2
Nothing in this Agreement
shall prevent the parties from entering into additional arrangements for either
Sub-Adviser to supply services to the Company or the Adviser that are not
provided for hereby, on such terms and for such compensation as may be mutually
agreeable at the time.
9. Expenses
Except as provided in this
paragraph 9, the Sub-Adviser will bear all its own operating and other expenses
incurred in connection with the performance of its services under this
Agreement. The Adviser shall reimburse
Analyst in the amount of $25,000 annually, payable within five business days
after the beginning of each calendar quarter, for the preceding calendar
quarter, for expenses incurred in providing the services described in paragraph
2, including, but not limited to, the expenses of attendance at meetings of the
Board of Directors of the Company.
Pursuant to the Advisers Investment Advisory Agreement with the
Company, 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 Analyst, the Adviser or any of
their affiliates; U.S. Securities and Exchange Commission fees, state Blue Sky
qualification or offering fees; charges of custodians, sub-custodians and
transfer and dividend disbursing agents; expenses in connection with the
Companys Dividend Reinvestment and Cash Purchase Plan; insurance premiums;
outside auditing, pricing and legal expenses; costs of maintenance of the
Companys 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 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.
10. 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-Advisers 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.
11. Term of Agreement
This Agreement shall become
effective upon being approved in accordance with the requirements of the 1940
Act, and shall continue for an initial two-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 1940 Act) of the Companys 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 the Adviser or by vote of holders of a majority of the Companys shares, or
upon 60 days written notice, signed by the Sub-Adviser. This Agreement will also terminate
automatically in the event of its assignment by any party hereto (as defined in
the 1940 Act).
12. Indemnity
(1) The Company hereby agrees to indemnify the Sub-Adviser and
each of such Sub-Advisers partners, officers, employees, and agents (including
any individual who serves at the Sub-Advisers request as director, officer,
partner, trustee or the like of another corporation) (each such person being an
indemnitee) against any liabilities, and counsel fees (all as provided in
accordance with applicable corporate law) reasonably incurred by such
indemnitee in connection with the defense or disposition of any action, suit or
other proceeding, whether civil or criminal, before any court or administrative
or investigative body in which he may be or may have been involved as a party
or otherwise or with which he may be or may have been threatened, while acting
in any capacity set forth above in this Section 12 or thereafter by reason
of his having acted in any such capacity, except with respect to any matter as
to which he shall have been adjudicated not to have acted in good faith in the
reasonable belief that his action was in the best interest of the Company and furthermore,
in the case of any criminal proceeding, so long as he had no reasonable cause
to believe that the conduct was unlawful, provided, however, that (1) no
indemnitee shall be indemnified hereunder against any liability to the Company,
its shareholders or the Advisor or any expense of such indemnitee arising by
reason of (i) willful misfeasance, (ii) bad faith, (iii) gross
negligence or (iv) reckless disregard of the duties involved in the
conduct of his position (the conduct referred to in such clauses (i) through
(iv) being sometimes referred to herein as disabling conduct), (2) as
to any matter disposed of by settlement or compromise payment by such
indemnitee, pursuant to a consent decree or otherwise, no indemnification
either for said payment or for any other expenses shall be provided unless
there has been a determination that such settlement or compromise is in the
best interests of the Company and that such indemnitee appears to have acted in
good faith in the reasonable belief that his action was in the best interest of
the Company and did not involve disabling conduct by such indemnitee and (3) with
respect to any action, suit or other proceeding voluntarily prosecuted by any
indemnitee as plaintiff, indemnification shall be mandatory only if the
F-3
prosecution of such action,
suit or other proceeding by such indemnitee was authorized by a majority of the
full Board of Directors of the Company.
(2) The Company shall make advance payments in connection with
the expenses of defending any action with respect to which indemnification
might be sought hereunder if the Company receives a written affirmation of the
indemnitees good faith belief that the standard of conduct necessary for
indemnification has been met and a written undertaking to reimburse the Company
unless it is subsequently determined that he is entitled to such
indemnification and if the directors of the Company determine that the facts
then known to them would not preclude indemnification. In addition, at least one of the following
conditions must be met: (A) the
indemnitee shall provide a security for his undertaking, (B) the Company
shall be insured against losses arising by reason of any lawful advances, or (C) a
majority of a quorum consisting of directors of the Company who are neither interested
persons of the Company (as defined in Section 2(a)(19) of the 1940 Act)
nor parties to the proceeding (Disinterested Non-Party Directors) or an
independent legal counsel in a written opinion, shall determine, based on a
review of readily available facts (as opposed to a full trial-type inquiry),
that there is reason to believe that the indemnitee ultimately will be found
entitled to indemnification.
(3) All determinations with respect to indemnification
hereunder shall be made (1) by a final decision on the merits by a court
or other body before whom the proceeding was brought that such indemnitee is
not liable by reason of disabling conduct or, (2) in the absence of such a
decision, by (i) a majority vote of a quorum of the Disinterested
Non-Party Directors of the Company, or (ii) if such a quorum is not
obtainable or even, if obtainable, if a majority vote of such quorum so
directs, independent legal counsel in a written opinion. All determinations that advance payments in
connection with the expense of defending any proceeding shall be authorized
shall be made in accordance with the immediately preceding clause (2) above.
(4) The Sub-Adviser shall indemnify the Company and its
officers and trustees, for any liability and expenses, including attorneys
fees, which may be sustained as a result of the Sub-Advisers willful
malfeasance, bad faith, gross negligence or reckless disregard of its duties
hereunder or violation of applicable law, including without limitation, the
federal and state securities laws.
The rights accruing to any
indemnitee under these provisions shall not exclude any other right to which he
may be lawfully entitled.
13. Change in Control
The Sub-Adviser will
promptly notify the Company and the Adviser of any change in the board of
directors, management, principal shareholdings or control of the Sub-Adviser.
14. 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.
15. Consent to Jurisdiction and Service of Process
The Sub-Adviser irrevocably
submits to the exclusive 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 Skadden, Arps, Slate, Meagher & Flom LLP 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
919 Third Avenue, New York, New York (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 the Adviser).
Each 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 the Adviser. 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
F-4
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 the Adviser to serve process in any
manner permitted by law or limit the right of the Company or the Adviser to
bring proceedings against the Sub-Adviser in the courts of any jurisdiction or
jurisdictions.
16. Independent Contractor Status
The Sub-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 be deemed an agent of the Company.
17. 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.
18. Notices
Any notice under this
Agreement shall be in writing to the other party and shall be delivered in
person or by facsimile or electronic mail (followed by mailing such notice, air
mail postage prepaid, on the day on which such facsimile or electronic mail is
sent) to such address as the other party may designate from time to time for
the receipt of such notice and shall be deemed to have been given, if by
personal delivery, on the day of such delivery, and, if by facsimile and mail
or electronic mail and mail, on the date on which such facsimile and
confirmatory letter or electronic mail
and confirmatory letter are sent.
IN WITNESS WHEREOF, the parties
have executed and delivered this Investment Sub-Advisory Agreement as of the
date first above written.
THE FIRST ISRAEL FUND, INC.
ABERDEEN ASSET MANAGEMENT
INVESTMENT SERVICES LIMITED
ANALYST EXCHANGE AND TRADING
SERVICES LTD.
F-5
FORM OF NEW SUB-ADVISORY AGREEMENT WITH
CELFIN CAPITAL SERVICIOS FINANCIEROS S.A. FOR
THE CHILE FUND, INC.
[Date], 2009
Celfin
Capital Servicios Financieros S.A.
Apoquinda
3721, Piso 19
Santiago
Chile
Dear
Sirs:
The Chile Fund, Inc.
(the Company), a corporation organized under the laws of the state of
Maryland, and Aberdeen Asset Management Investment Services Limited, a corporation
organized under the laws of the United Kingdom and the investment adviser to
the Company (the Adviser), each herewith confirms its agreement with Celfin
Capital 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,
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 Companys 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 Companys Registration Statement and
Articles of Incorporation to the Sub-Adviser on an on-going basis. The Company and the Adviser desire to employ
and hereby appoint the Sub-Adviser to act as investment sub-adviser to the
Company. 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 the Adviser, the
Sub-Adviser will (a) act in conformity with the Companys Articles of
Incorporation, the U.S. Investment Company Act of 1940 and the U.S. Investment
Advisers Act of 1940, all applicable SEC rules and regulations and any
other applicable provisions of law, as the same may from time to time be
amended, and (b) provide the following services: (1) furnishing
advice and making recommendations to the Adviser regarding the purchase and
sale of Chilean securities, (2) providing the Adviser with statistical,
research and other factual data for their use in connection with the Companys
investment program in Chile, (3) identifying Chilean regulatory and other
Chilean governmental requirements applicable to the Company in connection with
the Companys investment activities in Chile, (4) monitoring the execution
of transactions and the settlement and clearance of the Companys Chilean
securities transactions and arranging for the transmission to the custodian of
confirmations, trade tickets and other documents and information for such
securities, (5) assisting the custodian, fund accountant or fund
administrator, as the case may be, in determining or confirming the market
value of any Chilean securities, and (6) providing information regarding
corporate actions, repatriation restrictions, currency restrictions and other
matters relating to the Companys Chilean holdings as may be requested by the
Company or the Adviser from time to time.
3. Confidentiality of Information
The Sub-Adviser will treat
confidentially and as proprietary information of the Company all records and
other information relative to the Company, and the Companys prior, current or
potential shareholders, and will not use such information for any purpose other
than performance of its responsibilities and duties hereunder, except after
prior notification to and approval in writing by the Company, which approval
shall not be unreasonably withheld and may not be withheld where the
Sub-Adviser may be exposed to civil or criminal contempt proceedings for
failure to comply, when requested to divulge such information by duly
constituted authorities, or when so requested by the Company.
4. Information Provided to the Adviser
The Sub-Adviser will keep
the Adviser informed of developments in Chile materially affecting the Company,
and will, on its own initiative, furnish the Adviser from time to time with
whatever information the Sub-Adviser believes is appropriate for this purpose. The Sub-Adviser will furnish the Adviser or
Company with whatever information, reports, valuations, analyses and opinions
the Adviser or Board of Directors of the Company may reasonably request.
F-6
5. Compliance Policies
Throughout the term of the
Agreement, the Sub-Adviser shall promptly submit to the Adviser: (i) any material change to the
Sub-Advisers written policies and procedures (Compliance Policies) as
required by Rule 206(4)-7 under the Investment Advisers Act of 1940; (ii) notification
of the commencement of a regulatory examination of the Sub-Adviser relating to
the Company and documentation describing the results of any such examination
and of any periodic testing of the Compliance Policies; and (iii) notification
of any material compliance matter that relates to the services provided by the
Sub-Adviser to the Company, including but not limited to any material violation
of the Compliance Policies or of the Sub-Advisers code of ethics, and/or
related code. Throughout the term of
this Agreement, the Sub-Adviser shall provide the Adviser with any
certifications, information and access to personnel and resources (including
those resources that will permit testing of the Compliance Polices by the
Adviser) that the Adviser may reasonably request to enable the Company to
comply with Rule 38a-1 under the Investment Company Act of 1940.
6. Books and Records
The Sub-Adviser agrees to
preserve for the periods prescribed by Rule 31a-2 under the Investment
Company Act of 1940 the records required to be maintained by a registered
investment company pursuant to Rule 31a-1 thereunder. The Sub-Adviser, Adviser and the Company
agree, in compliance with Rule 31a-3 under the Investment Company Act of
1940, that all records which the Sub-Adviser maintains for the Company are the
property of the Company and further agrees to surrender promptly to the Company
any such records upon the Companys request.
7. Standard of Care
The Sub-Adviser shall
exercise its best judgment in rendering the services described in paragraph 2
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 the Adviser 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 the Adviser, 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.
8. Compensation
In consideration of the
services rendered pursuant to this Agreement, the Adviser 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 .20% of the Companys average monthly net assets
invested 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 the Adviser by the Company for the
corresponding quarter has been reduced, pursuant to the terms of the Investment
Advisory Agreement between the Company and the Adviser, as a consequence of the
market value of the Companys outstanding shares trading at a discount to the
Companys net asset value, and the denominator of which is the investment
advisory fee that would have been payable to the Adviser for that quarter if no
such reduction was required by the terms of that agreement. If the Investment Advisory Agreement between
the Company and the Adviser at any time no longer requires any such adjustment,
the Discount Adjustment Amount hereunder shall be zero.
9. Expenses
The Sub-Adviser will bear
all expenses in connection with the performance of its services under this
Agreement; provided that the Fund shall reimburse the Sub-Adviser for travel
expenses incurred in attending meetings of the Board of Directors of the
Company, if the attendance of the Sub-Adviser has been requested by the
Adviser. 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, including any Chilean
value added tax; fees of directors of the Company who are not officers,
directors or employees of the Sub-Adviser, the Adviser or any of their
affiliates; U.S. Securities and Exchange Commission fees, state Blue Sky
qualification or offering fees; charges of custodians, sub-custodians and
transfer and dividend disbursing agents; expenses in connection with the
Companys Dividend Reinvestment and Cash Purchase Plan; insurance premiums;
outside auditing, pricing and legal expenses; costs of maintenance of the
Companys 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 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.
F-7
10. 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-Advisers 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.
11. Term of Agreement
This Agreement shall become
effective upon being approved in accordance with the requirements of the
Investment Company Act of 1940, and shall continue for an initial two-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 Companys 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 the Adviser or by vote of holders of a majority of
the Companys shares, or upon 60 days written notice, by the Sub-Adviser. This Agreement will also terminate automatically
in the event of its assignment (as defined in said Act).
12. Change in Control
The Sub-Adviser will
promptly notify the Company and the Adviser of any change in the board of
directors, management, principal shareholdings or control of the Sub-Adviser.
13. Entire Agreement
This Agreement constitutes
the entire agreement among the parties hereto.
14. 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.
15. 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 Willkie Farr & Gallagher (c/o Daniel Schloendorn, Esq.)
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 153 E. 53rd Street, New York, New York 10022 (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 the Adviser). 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 the Adviser. 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
F-8
(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 the Adviser to serve process in any
manner permitted by law or limit the right of the Company or the Adviser to
bring proceedings against the Sub-Adviser in the courts of any jurisdiction or
jurisdictions.
16. Independent Contractor Status
The Sub-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 be deemed an agent of the Company.
17. 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.
18. Notices
Any notice under this
Agreement shall be in writing to the other party and shall be delivered in
person or by facsimile or electronic mail (followed by mailing such notice, air
mail postage prepaid, on the day on which such facsimile or electronic mail is
sent) to such address as the other party may designate from time to time for
the receipt of such notice and shall be deemed to have been given, if by
personal delivery, on the day of such delivery, and, if by facsimile and mail
or electronic mail and mail, on the date on which such facsimile and
confirmatory letter or electronic mail
and confirmatory letter are sent.
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 CHILE FUND, INC.
ABERDEEN ASSET MANAGEMENT
INVESTMENT SERVICES LIMITED
Accepted:
CELFIN CAPITAL SERVICIOS
FINANCIEROS S.A.
F-9
FORM
OF NEW SUB-ADVISORY AGREEMENT WITH
CELFIN CAPITAL SERVICIOS FINANCIEROS S.A. FOR
THE
LATIN AMERICA EQUITY FUND, INC.
[Date], 2009
Celfin Capital Servicios
Financieros S.A.
Apoquinda 3721, Piso 19
Santiago
Chile
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 Aberdeen
Asset Management Investment Services Limited, a corporation organized under the
laws of the United Kingdom and the investment adviser to the Company (the Adviser),
each herewith confirms its agreement with Celfin Capital 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 Companys
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 Companys
Registration Statement and Articles of Incorporation to the Sub-Adviser on an
on-going basis. The Company and the
Adviser 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 the Adviser, the Sub-Adviser will (a) act
in conformity with the Companys Articles of Incorporation, the U.S. Investment
Company Act of 1940 and the U.S. Investment Advisers Act of 1940, all
applicable SEC rules and regulations and any other applicable provisions
of law ,as the same may from time to time be amended, and (b) provide the
following services: (1) furnishing advice and making recommendations to
the Adviser regarding the purchase and sale of Chilean securities, (2) providing
the Adviser with statistical, research and other factual data for their use in
connection with the Companys investment program in Chile, (3) identifying
Chilean regulatory and other Chilean governmental requirements applicable to
the Company in connection with the Companys investment activities in Chile, (4) monitoring
the execution of transactions and the settlement and clearance of the Companys
Chilean securities transactions and arranging for the transmission to the
custodian of confirmations, trade tickets and other documents and information
for such securities, (5) assisting the custodian, fund accountant or fund
administrator, as the case may be, in determining or confirming the market
value of any Chilean securities, and (6) providing information regarding
corporate actions, repatriation restrictions, currency restrictions and other
matters relating to the Companys Chilean holdings as may be requested by the
Company or the Adviser from time to time.
3. Confidentiality
of Information
The Sub-Adviser will treat confidentially and as
proprietary information of the Company all records and other information
relative to the Company, and the Companys prior, current or potential
shareholders, and will not use such information for any purpose other than
performance of its responsibilities and duties hereunder, except after prior
notification to and approval in writing by the Company, which approval shall
not be unreasonably withheld and may not be withheld where the Sub-Adviser may
be exposed to civil or criminal contempt proceedings for failure to comply,
when requested to divulge such information by duly constituted authorities, or
when so requested by the Company.
F-10
4. Information
Provided to the Adviser
The Sub-Adviser will keep the Adviser informed of
developments in Chile materially affecting the Company, and will, on its own
initiative, furnish the Adviser from time to time with whatever information the
Sub-Adviser believes is appropriate for this purpose. The Sub-Adviser will furnish the Adviser or
Company with whatever information, reports, valuations, analyses and opinions
the Adviser or Board of Directors of the Company may reasonably request.
5. Compliance
Policies
Throughout the term of the Agreement, the
Sub-Adviser shall promptly submit to the Adviser: (i) any material change to the
Sub-Advisers written policies and procedures (Compliance Policies) as
required by Rule 206(4)-7 under the Investment Advisers Act of 1940; (ii) notification
of the commencement of a regulatory examination of the Sub-Adviser relating to
the Company and documentation describing the results of any such examination
and of any periodic testing of the Compliance Policies; and (iii) notification
of any material compliance matter that relates to the services provided by the
Sub-Adviser to the Company, including but not limited to any material violation
of the Compliance Policies or of the Sub-Advisers code of ethics, and/or
related code. Throughout the term of
this Agreement, the Sub-Adviser shall provide the Adviser with any certifications,
information and access to personnel and resources (including those resources
that will permit testing of the Compliance Polices by the Adviser) that the
Adviser may reasonably request to enable the Company to comply with Rule 38a-1
under the Investment Company Act of 1940.
6. Books
and Records
The Sub-Adviser agrees to preserve for the periods
prescribed by Rule 31a-2 under the Investment Company Act of 1940 the
records required to be maintained by a registered investment company pursuant
to Rule 31a-1 thereunder. The
Sub-Adviser, Adviser and the Company agree, in compliance with Rule 31a-3
under the Investment Company Act of 1940, that all records which the
Sub-Adviser maintains for the Company are the property of the Company and
further agrees to surrender promptly to the Company any such records upon the
Companys request.
7. Standard
of Care
The Sub-Adviser shall exercise its best judgment in
rendering the services described in paragraph 2 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 the
Adviser 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 the Adviser, 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.
8. Compensation
(a) 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 during the term of this
Agreement, a fee for the previous quarter computed monthly an annual rate of
.10% of the Companys Average Weekly Base Amount (as defined below).
(b) (i) Average Weekly Base Amount for any
quarter is the average of the lesser of (A) Market Value of the Companys
outstanding shares, and (B) the Companys net assets, in each case
determined as the last trading day for each week during that quarter.
(ii) Market
Value of the Companys outstanding shares will be determined as follows:
(A) if
the Companys 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;
(B) if
the Companys 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
(C) if
the Companys 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.
F-11
(c) Pursuant
to the terms of the Advisory Agreement between the Company and the Adviser, the
Advisor may direct the Company to pay the Sub-Adviser directly amounts owed
under this Agreement. 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 the
Adviser for payment of fees due.
(d) 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
Companys net assets shall be computed at the times and in the manner specified
in the Companys Registration Statement as from time to time in effect.
9. 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, the Adviser, any other
sub-investment adviser or any of their affiliates; U.S. Securities and Exchange
Commission fees, state Blue Sky qualification or offering fees; charges of
custodians, sub-custodians and transfer and dividend disbursing agents;
expenses in connection with the Companys Dividend Reinvestment and Cash
Purchase Plan; insurance premiums; outside auditing, pricing and legal
expenses; costs of maintenance of the Companys 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 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.
10. 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-Advisers 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.
11. Term
of Agreement
This Agreement shall become effective upon being
approved in accordance with the requirements of the Investment Company Act of
1940, and shall continue for an initial two-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
Companys 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 the Adviser or by vote of holders of a majority of
the Companys shares, or upon 60 days written notice, by the Sub-Adviser. This Agreement will also terminate
automatically in the event of its assignment (as defined in said Act).
12. Change
in Control
The Sub-Adviser will promptly notify the Company and
the Adviser of any change in the board of directors, management, principal
shareholdings or control of the Sub-Adviser.
13. Entire
Agreement
This
Agreement constitutes the entire agreement among the parties hereto.
14. 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.
F-12
15. 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 1633 Broadway, New York, New York 10019 (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 the Adviser. 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 the Adviser.
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 the Adviser to serve process in any manner permitted by law or
limit the right of the Company or the Adviser to bring proceedings against the
Sub-Adviser in the courts of any jurisdiction or jurisdictions.
16. Independent
Contractor Status
The Sub-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 be deemed an agent of the Company.
17. 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.
18. Notices
Any notice under this Agreement shall be in writing
to the other party and shall be delivered in person or by facsimile or
electronic mail (followed by mailing such notice, air mail postage prepaid, on
the day on which such facsimile or electronic mail is sent) to such address as
the other party may designate from time to time for the receipt of such notice
and shall be deemed to have been given, if by personal delivery, on the day of
such delivery, and, if by facsimile and mail or electronic mail and mail, on
the date on which such facsimile and confirmatory letter or electronic mail and confirmatory letter are
sent.
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:
|
|
F-13
ABERDEEN ASSET MANAGEMENT
INVESTMENT SERVICES LIMITED
|
By:
|
|
Name:
|
|
Title:
|
|
Accepted:
CELFIN SERVICIOS FINANCIEROS S.A.
F-14
EXHIBIT
G
RATE
OF COMPENSATION UNDER EXISTING SUB-ADVISORY AGREEMENTS; FEES PAID TO NON-CSAM
SUB-ADVISERS
RATE
OF COMPENSATION UNDER THE SUB-ADVISORY AGREEMENTS
Fund
|
|
Rate of Compensation (fee is paid out of
amounts received by CSAM and is computed
monthly and paid quarterly at the rate below
based on the Funds average weekly market
value or net assets, whichever is lower)
|
|
The Chile Fund, Inc. - Celfin
|
|
0.20
|
%
|
The Latin America Equity Fund, Inc. -
Celfin
|
|
0.10
|
%
|
The First Israel Fund, Inc. - Analyst
Exchange
|
|
0.30
|
%
|
FEES
PAID TO CSAM SUB-ADVISERS
(PURSUANT
TO SUB-ADVISORY AGREEMENT WITH RESPECT TO THE FUNDS BETWEEN
CSAM
AND AFFILIATES)
Fund
|
|
Fees Paid
|
|
The Chile Fund, Inc. - Celfin
|
|
$
|
318,879
|
|
The Latin America Equity Fund, Inc. -
Celfin
|
|
$
|
251,386
|
|
The First Israel Fund, Inc. - Analyst
Exchange*
|
|
$
|
270,601
|
|
* In addition to the fee paid to Analyst
Exchange, CSAM also pays Analyst Exchange, out of its advisory fee, a
reimbursement for any Israeli Value added taxes (currently 15.5%) and $25,000
annually to cover expenses incurred in the execution of sub-advisory services.
G-1
EXHIBIT H
NOMINATING COMMITTEE CHARTER
NOMINATING COMMITTEE CHARTER
This
document serves as the Charter for the Nominating Committee (the Committee)
of the Board of Directors/Trustees (the Board) of each fund (the Fund and
collectively the Funds) advised by Credit Suisse Asset Management, LLC
(Credit Suisse) listed on Appendix A hereto (each such Charter being a
separate Charter).
PURPOSE & SCOPE
The purpose of the
Nominating Committee is to assist the Board in its selection and evaluation of
members with the competencies needed to oversee the Funds so that the interests
of shareholders in the Funds are well-served.
In pursuit of this
purpose, the scope of the Committees responsibilities shall include:
·
the
nomination of new Directors.
·
the
evaluation of the Board and its committee structure.
MEMBERSHIP
The Committee for each
Fund shall consist of all of the Directors who are not interested persons of
the Fund, as defined in the Investment Company Act of 1940, as amended (the
1940 Act), and, if applicable, independent as such term is defined by the
listing standards of the principal national securities exchange upon which the
Funds shares are listed, if any.
The Committee shall
appoint its Chairperson by a majority vote of its members.
The compensation, if any,
of the Committee members shall be as determined by the Board.
NOMINATION AND APPOINTMENT POLICY AND RESPONSIBILITIES
In nominating candidates,
the Committee will search for those highly qualified candidates who can bring
to the Board the skills, experience and judgment necessary to address the
issues directors of investment companies may confront in fulfilling their
duties to fund shareholders. The
Committee may, in its discretion, establish specific, minimum qualifications
(including
H-1
skills) that must be met
by Committee-nominated or shareholder-nominated candidates. The Committee is also responsible for the
analyses of the appropriateness of establishing minimum shareholding levels for
Directors.
The Committee will
consider candidates submitted by shareholders or from other sources it deems
appropriate. Any recommendation should
be submitted to the Secretary of each Fund, c/o Credit Suisse Asset Management,
LLC, Eleven Madison Avenue, New York, New York 10010. Any submission should include, at a minimum,
the following information: As to each
individual proposed for election or re-election as director, the name, age,
business address, residence address and principal occupation or employment of
such individual, the class, series and number of shares of stock of the Fund
that are beneficially owned by such individual, the date such shares were
acquired and the investment intent of such acquisition, whether such
stockholder believes such individual is, or is not, an interested person of
the Fund (as defined in the 1940 Act), and information regarding such
individual that is sufficient, in the discretion of the Committee, to make such
determination, and all other information relating to such individual that is
required to be disclosed in solicitation of proxies for election of directors
in an election contest (even if an election contest is not involved) or is
otherwise required, in each case pursuant to Regulation 14A (or any successor
provision) under the Securities Exchange Act of 1934, as amended, and the rules thereunder
(including such individuals written consent to being named in the proxy
statement as a nominee and to serving as a director (if elected)). In the case of any Fund holding a meeting of
shareholders, any such submission in order to be considered for inclusion in
the Funds proxy statement, should be submitted by a date not later than the
120
th
calendar day before the date the Funds proxy
statement was released to security holders in connection with the Funds
previous years annual meeting or, if the Fund has changed the meeting date by
more than 30 days or if no meeting was held the previous year, within a
reasonable time before the Fund begins to print and mail its proxy
statement. Any such submission must also
be submitted by such date and contain such information as may be specified in
the Funds By-laws, or as required by any relevant stock exchange listing
standards.
ADDITIONAL RIGHTS AND RESPONSIBILITIES
The Committee shall review, as it deems necessary, and make
recommendations with regard to the tenure of the directors, including any term
limits, limits on the number of boards (or committees) on which a director may
sit and normal retirement age.
The Committee may retain and terminate a search firm to identify
director nominees, subject to the Boards sole authority to approve the search
firms fees and other retention terms.
The Committee shall be responsible for annually evaluating the Board
and its committee structure to determine whether the Board and its committee
structure is functioning effectively.
The Committee shall determine the nature of the evaluation, supervise
the conduct of the evaluation and prepare an assessment of the performance of
the Board and its committees, to be discussed with the Board.
The Committee shall have the authority to delegate all or a portion of
its duties and responsibilities to a subcommittee of the Committee.
The Committee shall have any other duties or responsibilities expressly
delegated to the Committee by the Board from time to time relating to the
nomination of the Board members or any Committee members.
PROCEDURAL MATTERS
The Committee shall meet at least once a year.
The Committee shall keep written minutes of its meetings, which minutes
shall be maintained with the books and records of the Fund, and the Committee
shall report to the Board on its meetings.
The Committee shall, from time to time (but not less frequently than
annually) as it deems appropriate, review and reassess the adequacy of this
Charter and recommend any proposed changes to the Board for approval. The Charter shall be posted on the Funds
website.
The Board has granted to the Committee access to the resources and
authority to make reasonable expenditures, including expenditures to retain any
experts and counsel related to the aforementioned duties and tasks, that will
be reimbursed by the Fund.
H-2
APPENDIX A TO NOMINATING COMMITTEE CHARTER
Open-End Funds:
Credit Suisse Large Cap Growth Fund
Credit Suisse Capital Funds
Credit
Suisse Large Cap Value Fund
Credit
Suisse Small Cap Core Fund
Credit Suisse Absolute Return Fund
Credit
Suisse Asia Bond Fund
Credit Suisse Commodity Return Strategy Fund
Credit Suisse Global Fixed Income Fund
Credit Suisse Global Small Cap Fund
Credit Suisse Institutional Fund
Asia
Bond Portfolio
International
Focus Portfolio
Credit Suisse International Focus Fund
Credit Suisse Mid-Cap Core Fund
Credit Suisse Opportunity Funds
Credit
Suisse High Income Fund
Credit Suisse Cash Reserve Fund
Credit Suisse Global High Yield Fund
Credit Suisse Institutional Money Market Fund
Government
Portfolio
Prime
Portfolio
Credit Suisse Large Cap Blend Fund
Credit Suisse Short Duration Bond Fund
Credit Suisse Trust
Blue
Chip Portfolio
Commodity
Return Strategy Portfolio
Emerging
Markets Portfolio
Global
Small Cap Portfolio
International
Focus Portfolio
Large
Cap Value Portfolio
Mid-Cap
Core Portfolio
Small
Cap Core I Portfolio
Closed-End Funds:
Credit
Suisse High Yield Bond Fund
Credit
Suisse Asset Management Income Fund
The
Chile Fund
The
Emerging Markets Telecommunications Fund
The
First Israel Fund
The
Indonesia Fund
The
Latin America Equity Fund
H-4
EXHIBIT I
AUDIT COMMITTEE CHARTER
AUDIT COMMITTEE CHARTER
This document serves as the
Charter for the Audit Committee (the Committee) of the Board of
Directors/Trustees (the Board) of each fund (the Fund) advised by Credit
Suisse Asset Management, LLC (Credit Suisse) listed on Appendix A hereto
(each such Charter being a separate Charter).
Purpose
The primary purposes of the
Committee are to:
·
assist
Board oversight of
1. the
integrity of the Funds financial statements
2. the
independent auditors qualifications and independence
3. the
performance of the Funds independent auditors
4. the
Funds compliance with legal and regulatory requirements
·
prepare an audit committee report, if
required by the SEC, to be included in the Funds annual proxy statement, if
any;
·
oversee the scope of the annual audit of
the Funds financial statements, the quality and objectivity of the Funds
financial statements, the Funds accounting and financial reporting policies
and practices and its internal controls relating thereto;
·
determine the selection, appointment,
retention and termination of the Funds independent auditors, as well as
approving the compensation of the auditors;
·
pre-approve all audit and non-audit
services provided to the Fund and certain other persons (as described in 2(b) below)
by such independent auditors; and
·
act as a liaison between the Funds
independent auditors and the Board.
The Funds independent auditors shall report directly to the Committee.
The primary function of the
Committee is oversight. The Funds
management is responsible for (i) the preparation, presentation and
integrity of the Funds financial statements, (ii) the maintenance of
appropriate accounting and financial reporting principles and policies and (iii) the
maintenance of internal controls and procedures designed to assure compliance
with accounting standards and applicable laws and regulations.
The independent auditors are
responsible for planning and carrying out proper audits and reviews in
accordance with generally accepted auditing standards.
I-1
In fulfilling their
responsibilities hereunder, it is recognized that members of the Committee are
not full-time employees of the Fund. As
such, it is not the duty or responsibility of the Committee or its members to
conduct field work or other types of auditing or accounting reviews or
procedures or to set auditor independence standards. Each member of the Committee shall be
entitled to rely on (i) the integrity of those persons and organizations
within and outside the Fund from which it receives information, (ii) the
accuracy of the financial and other information provided to the Committee by
such persons and organizations absent actual knowledge to the contrary (which
shall be promptly reported to the Funds Board) and (iii) statements made
by the officers and employees of the Fund, Credit Suisse or other third parties
as to any information technology, internal audit and other non-audit services
provided by the independent auditors to the Fund. In addition, the evaluation of the Funds
financial statements by the Committee is not of the same scope as, and does not
involve the extent of detail as, audits performed by the independent auditors,
nor does the Committees evaluation substitute for the responsibilities of the
Funds management for preparing, or the independent auditors for auditing, the
financial statements.
Composition and
Qualifications
(a) The Committee shall
consist of at least three Board members none of whom is an interested person,
as that term is defined in Section 2(a)(19) of the Investment Company Act
of 1940, as amended (the Independent Board Members), each of whom shall be
financially literate and able to read and understand fundamental financial
statements, including the Funds balance sheet, income statement and cash flow
statement, and at least one of whom shall have accounting or related financial
management expertise as determined by the Funds Board in its business
judgment. Each member of the Committee
must also meet the New York Stock Exchanges independence requirements for
audit committee members of listed companies and the independence requirements
applicable to investment companies set forth in Rule 10A-3 under the
Securities Exchange Act of 1934, as amended (the 1934 Act). If one or more members of the Committee
qualify as an audit committee financial expert (ACFE), within the meaning
of the rules adopted and implemented under Section 407 of the
Sarbanes-Oxley Act of 2002, at least one such member shall be designated as the
Committees ACFE. The Committee shall
elect a chairperson, who shall preside over Committee meetings (the
Chairperson). The Chairperson shall
serve as such until his successor is selected by the Committee.
The designation of a person
as an ACFE shall not impose any greater responsibility or liability on that
person than the responsibility and liability imposed on such person as a member
of the Committee, nor does it decrease the duties and obligations of other Committee
members or the Board.
(b) With respect to any subsequent
changes to the composition of the Committee, and otherwise approximately once
each year, the Board of Directors shall determine:
(i) that each member of the Audit
Committee is independent pursuant to the governance standards of the New York
Stock Exchange (NYSE) or applicable law or, in the case of a Fund whose
securities are listed on the American Stock Exchange (AMEX), pursuant to the
governance standards of the AMEX;
(ii) that each Audit Committee member is
financially literate and able to read and understand fundamental financial
statements, including the Funds balance sheet, income statement and cash flow
statement;
(iii) that at least one of the Committee
members has accounting or related financial management expertise and, for a
Fund whose securities are listed on the AMEX, is financially sophisticated
pursuant to AMEX rules; and
(iv) the adequacy of the Charter.
I-2
Duties and Powers
1. To carry out its purposes, the Committee
shall have the following duties and powers to be exercised at such times and in
such manner as the Committee shall deem necessary or appropriate: (a) to
determine, and recommend to the Independent Board Members for their
ratification and approval, the selection, appointment, compensation, retention
and termination of the Funds independent auditors (or any other public
accounting firm engaged for the purposes of performing other audit, review or
attest services for the Fund);
(b) to resolve any
disagreements between management and the independent auditors regarding
financial reporting and to evaluate and accept the determination of
independence made by the independent auditors;
(c) to pre-approve
(i) all audit and permissible non-audit services(1) to be provided by
the independent auditors to the Fund, and (ii) all permissible non-audit
services to be provided by the independent auditors to Credit Suisse and any
service provider to the Fund controlling, controlled by or under common control
with Credit Suisse that provides ongoing services to the Fund (Covered
Services Provider), if the engagement relates directly to the operations and
financial reporting of the Fund. The
Committee may delegate its responsibility to pre-approve any such audit and
permissible non-audit services to the Chairperson of the Committee, and the
Chairperson shall report to the Committee, at its next regularly scheduled
meeting after the Chairpersons pre-approval of such services, his or her
decision(s). The Committee may also
establish detailed pre-approval policies and procedures for pre-approval of
such services in accordance with applicable laws, including the delegation of
some or all of the Committees pre-approval responsibilities to other persons
(other than Credit Suisse or the Funds officers);
(d) to meet with
the Funds independent auditors, including meetings apart from management, on a
regular basis: (i) to review the arrangements for and scope of the
proposed annual audit and any special audits; (ii) to review the scope of
and approve non-audit services being provided and proposed to be provided; (iii) to
discuss any matters of importance relating to the Funds financial statements,
including any adjustments to such statements recommended by the independent
auditors, or other results of said audits; (iv) to consider the
independent auditors comments communicated to the Committee with respect to
the Funds financial policies, procedures and internal accounting controls and
managements responses thereto; (v) to obtain annually in writing from the
independent auditors their letter as to the adequacy of such controls as
required by Form N-CSR; (vi) to review the form of report the
independent auditors propose to render to the Board and shareholders; (vii) to
discuss with the independent auditors any disclosed relationships or services
that may diminish the objectivity and independence of the independent auditors,
and (viii) receive reports at least annually from the independent auditors
regarding their independence (including receiving the independent auditors
specific representations as to independence consistent with current statements
of the Independence Standards Board), and discuss such reports with the independent
(1) The
Committee is responsible for pre-approving (i) all audit and permissible
non-audit services to be provided by the independent auditors to the Fund and (ii) all
permissible non-audit services to be provided by the independent auditors to
Credit Suisse and any service provider to the Fund controlling, controlled by
or under common control with Credit Suisse that provided ongoing services to
the Fund (Covered Services Provider) if the engagement relates directly to
the operations and financial reporting of the registrant. The Committee may delegate its responsibility
to pre-approve any such audit and permissible non-audit services to the
Chairperson of the Committee, and the Chairperson shall report to the
Committee, at its next regularly scheduled meeting after the Chairpersons
pre-approval of such services, his or her decision(s). The Committee may also establish detailed
pre-approval policies and procedures for pre-approval of such services in accordance
with applicable laws, including the delegation of some or all of the
Committees pre-approval responsibilities to other persons (other than Credit
Suisse or the Funds officers).
Pre-approval by the Committee of any permissible non-audit services shall
not be required so long as: (i) the aggregate amount of all such
permissible non-audit services provided to the Fund, Credit Suisse and any
Covered Services Provider constitutes not more than 5% of the total amount of
revenues paid by the registrant to its independent auditors during the fiscal
year in which the permissible non-audit services are provided; (ii) the
permissible non-audit services were not recognized by the Fund at the time of
the engagement to be non-audit services; and (iii) such services are
promptly brought to the attention of the Committee and approved by the
Committee (or its delegate(s)) prior to the completion of the audit.
I-3
auditors, and, if so determined by the Committee,
recommend that the Board take appropriate action to ensure the independence of
the independent auditors;
(e) to review with
the Funds management and independent auditors: (i) critical accounting
policies and practices applied by the Fund and communicated to the Committee by
the independent auditors and/or management in preparing its financial
statements; (ii) alternative treatments within generally accepted
accounting principles for policies and practices related to material items that
have been discussed with management communicated to the Committee; (iii) other
material written communications between the independent auditors and the Fund,
including any management letter, report on observations and recommendations on
internal controls, report on any unadjusted differences (including a listing of
adjustments and reclassifications not recorded, if any) communicated to the
Committee, engagement letter and independence letter; and (iv) any audit
problems or difficulties and managements response, including any restrictions
on the scope of the auditors activities or on access to requested information,
and any significant disagreements with management;
(f) to consider
and evaluate the effect upon the Fund of significant changes in accounting
principles, practices, controls or procedures proposed or contemplated by
management or the independent auditors;
(g) to review with
management in a general manner, but not assume responsibility for, the Funds
processes with respect to risk assessment and risk management, and the steps
taken to monitor and control such risks and exposures;
(h) to discuss
generally the types of information to be disclosed in press releases concerning
dividends, as well as financial information provided to analysts and rating
agencies, and the type of presentation to be made;
(i) to establish
procedures for the receipt, retention and treatment of complaints regarding
accounting, internal accounting controls or auditing matters, including
procedures for the confidential, anonymous submission by employees of the Fund
and its service providers (as and to the extent required with respect to
service providers by applicable rules, regulations or listing requirements or
otherwise deemed advisable) of concerns regarding questionable accounting or
auditing matters pertaining to the Fund;
(j) to establish
policies governing the hiring by entities within the Funds investment company
complex of employees or former employees of the independent auditors consistent
with government regulations;
(k) at least
annually, to obtain and review a report by the Funds independent auditors
describing: (1) the audit firms internal quality-control procedures; (2) any
material issues raised by the most recent internal quality-control review, or
peer review, of the firm, or by any inquiry or investigation by governmental or
professional authorities, within the preceding five years, respecting one or
more independent audits carried out by the audit firm, and any steps taken to
deal with any such issues; and (3) for the purpose of assessing the
auditors independence, all relationships between the independent auditors and
the Fund, as well as Credit Suisse and any Covered Services Provider;
(l) to review and
evaluate the qualifications, performance and independence of the lead audit
partner of the independent auditors on the Funds engagement;
(m) to oversee the
regular rotation of such lead audit partner and the reviewing partner, and to
consider whether there should be a regular rotation of the audit firm itself;
(n) to review and
discuss the Funds audited and unaudited financial statements with management
and, in the case of the audited financials, the independent auditor, including
the Funds disclosure of managements discussion of Fund performance, and to
recommend to the Board, as appropriate, the inclusion of the Funds audited
financial statements in the Funds annual report;
(o) to report
regularly to the full Board any issues that arise with respect to: (1) the
quality or integrity of the Funds financial statements, (2) the Funds
compliance with legal or regulatory requirements and (3) the performance
and independence of the Funds independent auditors, and make such
recommendations with respect to
I-4
the matters within the scope of its authority and other
matters, as the Committee may deem necessary or appropriate; and
(p) to meet
periodically with Fund management on all relevant matters, apart from the
Funds independent auditors.
2. The
Committee shall meet as frequently as necessary to carry out its obligations,
but not less frequently than twice a year, and shall hold special meetings as
circumstances require. A majority of the
total number of members of the Committee shall constitute a quorum of the
Committee. A majority of the members of
the Committee present shall be empowered to act on behalf of the
Committee. The Committee shall regularly
meet (typically, on the same day as regular Committee meetings), in separate
executive sessions, with representatives of the Funds management, the Funds
independent auditors and the Funds other service providers as the members of
the Committee deem necessary. Members of
the Committee may participate in a meeting of the Committee in person or by
means of a conference call or similar communications equipment by means of
which all persons participating in the meeting can hear each other.
3. The
Committee shall have the resources and authority appropriate to discharge its
responsibilities, including the authority to retain, as it deems necessary to
carry out its duties, special counsel and other experts or consultants at the
expense of the Fund. The Fund shall
provide appropriate funding for the Committee to carry out its duties and its
responsibilities, including appropriate funding, as determined by the Committee
(a) for payment of compensation to the Funds independent auditors or
other public accounting firm providing audit, review or attest services for the
Fund, (b) for payment of compensation to any advisors employed by the
Committee and (c) for the ordinary administrative expenses of the
Committee that are necessary or appropriate in carrying out its duties. In performing its duties, the Committee shall
consult as it deems appropriate with the members of the Board, officers and
employees of the Fund, Credit Suisse, the Funds sub-advisor(s), if any, the
Funds counsel and the Funds other service providers.
4. The
Committee shall evaluate its performance under this Charter annually.
5. The
Committee shall review the adequacy of this Charter at least annually and
recommend any changes to the full Board.
The Board also shall review and approve this Charter at least annually.
6. This
Charter may be altered, amended or repealed, or a new Charter may be adopted,
by the Board by the affirmative vote of a majority of all of the members of the
Board, including a majority of the non-interested Board members (within the
meaning of the Investment Company Act of 1940, as amended).
7. The
Chief Executive Officer (the CEO) and the Chief Financial Officer of each
Fund shall certify to the Audit Committee of each Fund annually that he is not
aware of any violation by the Fund of any corporate governance standards or
policies to which the Fund is subject.
In addition, the CEO of the Fund must promptly notify the relevant Audit
Committee in writing after any executive officer of the Fund becomes aware of
any material non-compliance with any applicable corporate governance listing
standard or policy.
8. FOR
CLOSED-END FUNDS ONLY. (a) Each
Fund whose securities are listed on the NYSE shall provide the NYSE, with
respect to any subsequent changes to the composition of the Audit Committee or
otherwise approximately once each year, written confirmation of the
determinations required by Section 1(b) above insofar as Section 1(b) relates
to NYSE requirements.
(b) The CEO of each Fund whose securities
are listed on the NYSE shall certify to the NYSE annually that he is not aware
of any violation by the Fund of the NYSE corporate governance listing standards
and such certification shall be included in the Funds annual report to
shareholders. If the CEO of any such
Fund provides notice to the NYSE upon receipt of a report by any executive
officer of any material non-compliance with any applicable provisions of the
NYSE corporate governance listing standards, copies of any such certification
or notice shall be provided to the Audit Committee of the relevant Fund.
I-5
(c) If a Fund whose securities are listed
on the AMEX provides the AMEX notice upon receipt of a report by an executive
officer of any material non-compliance with the requirements of Rule 10A-3
under the 1934 Act relating to audit committees, copies of any such notice
shall be provided to the Audit Committee of the relevant Fund.
Adopted: Effective May 14, 2008
Meeting
|
|
Audit Committee Action
|
|
Full Board Action
|
1
st
Quarter
meeting
(covering 4
th
Quarter results)
|
|
·
12/31
year end Funds
: discuss
results of audit [1(e)]
·
12/31
year end Funds
: review
financial statements and recommend to full boards that they be included in
each respective annual report to shareholders [1(n)]
·
12/31
year end Funds
: Obtain
auditor letter as to adequacy of internal controls [1(d)]
|
|
·
All
closed-end Funds:
determine
ability of Audit Committee Members to serve on multiple Audit Committees
·
All
Funds
: Audit Committee
Members, determine independence and financial literacy of all, and financial
expertise of at least one. [Composition and Qualifications (b)]
·
12/31
year end
Funds: review
financial statements and approve inclusion in each respective annual report
to shareholders [1(n)]
|
Meeting
|
|
Audit Committee Action
|
|
Full Board Action
|
2
nd
Quarter
meeting
(covering 1
st
Quarter results)
|
|
·
All
Funds
: undertake annual
review of the adequacy of the Audit Committee Charter [5]
|
|
·
All
Funds
: review adequacy of
Audit Committee Charter and approve any changes to Audit Committee Charter
recommended by Audit Committees [Composition and Qualifications (b)]
|
Meeting
|
|
Audit Committee Action
|
|
Full Board Action
|
3
nd
Quarter
meeting
(covering 2
nd
Quarter results)
|
|
No action required
|
|
No action required
|
I-6
Meeting
|
|
Audit Committee Action
|
|
Full Board Action
|
4
th
Quarter
meeting
(covering 3
rd
Quarter results)
|
|
·
All
Funds
: presentation of
proposed scope of audit [1(d)]
·
All
Funds
: discuss audit fees,
non-audit services and engagement letters [1(c)]
·
All
Funds:
approve independent
auditors
·
All
Funds
: Review auditor
report on audit firms internal quality-control procedures, material issues,
performance and independence [1(k)]
·
All
Funds
: Audit Committee
self-evaluation [4]
·
10/31
year end Funds
: discuss
results of audit [1(e)]
·
10/31
year end Funds
: review
financial statements and recommend to full board that they be included in the
annual report to shareholders [1(n)]
|
|
|
|
|
·
10/31
year end Funds
: Obtain
auditor letter as to adequacy of internal controls [1(d)]
|
|
·
10/31 year end Funds
:
review financial statements and approve inclusion in the respective annual
report to shareholders [1(n)]
|
|
|
|
|
|
Special Telephonic
|
|
|
|
|
|
|
|
|
|
Meeting
|
|
|
|
|
I-7
APPENDIX A TO AUDIT COMMITTEE CHARTER
Open-End Funds:
Credit Suisse Large Cap Growth Fund
Credit Suisse Capital Funds
Credit
Suisse Asia Bond Fund
Credit
Suisse Large Cap Value Fund
Credit
Suisse Small Cap Core Fund
Credit
Suisse Absolute Return Fund
Credit Suisse Commodity Return Strategy Fund
Credit Suisse Global Fixed Income Fund
Credit Suisse Global Small Cap Fund
Credit Suisse Institutional Fund
Asia
Bond Portfolio
International
Focus Portfolio
Credit Suisse International Focus Fund
Credit Suisse Mid-Cap Core Fund
Credit Suisse Opportunity Funds
Credit
Suisse High Income Fund
Credit Suisse Cash Reserve Fund
Credit Suisse Global High Yield Fund
Credit Suisse Institutional Money Market Fund
Government
Portfolio
Prime
Portfolio
Credit Suisse Large Cap Blend Fund
Credit Suisse Short Duration Bond Fund
Credit Suisse Trust
Blue
Chip Portfolio
Commodity
Return Strategy Portfolio
Emerging
Markets Portfolio
Global
Small Cap Portfolio
International
Focus Portfolio
Large
Cap Value Portfolio
Mid-Cap
Core Portfolio
Small
Cap Core I Portfolio
Closed-End Funds:
Credit
Suisse High Yield Bond Fund
Credit
Suisse Asset Management Income Fund
The
Chile Fund
The
Emerging Markets Telecommunications Fund
The
First Israel Fund
The
Indonesia Fund
The Latin America Equity Fund
I-8
[LOGO]
www.[ ].com
[codes]
[ / ]
EZVOTE CONSOLIDATED PROXY CARD
THE CHILE FUND, INC.
|
THE TOP HALF OF THIS
FORM IS YOUR EZVOTE CONSOLIDATED PROXY. IT REFLECTS ALL OF YOUR ACCOUNTS
REGISTERED TO THE SAME SOCIAL SECURITY OR TAX I.D. NUMBER AT THIS ADDRESS. BY
VOTING AND SIGNING THE CONSOLIDATED PROXY CARD, YOU ARE VOTING ALL OF THESE
ACCOUNTS IN THE SAME MANNER AS INDICATED ON THE REVERSE SIDE OF THE FORM.
|
THE FIRST ISRAEL FUND,
INC.
|
THE LATIN AMERICA EQUITY
FUND, INC.
|
THE INDONESIA FUND, INC.
|
THE EMERGING MARKETS
|
TELECOMMUNICATIONS FUND, INC.
|
|
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MASTER CONTROL NUMBER:
XXX XXX XXX XXX XX
|
TO VOTE BY TELEPHONE OR INTERNET,
SEE INSTRUCTIONS BELOW.
|
|
|
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS
MAY 8, 2009
The undersigned hereby appoints as proxies J.
Kevin Gao and Karen Regan, and each of them (with power of substitution), to
vote all the undersigneds shares in The Chile Fund, Inc., The First
Israel Fund, Inc., The Latin America Equity Fund, Inc., The Indonesia
Fund, Inc. and The Emerging Markets Telecommunications Fund, Inc. at
the Annual Meeting of Shareholders to be held on May 8, 2009, at the
offices of Credit Suisse Asset Management, LLC, Eleven Madison Avenue, New
York, New York 10010 and any adjournment thereof (Meeting), and to otherwise
represent the undersigned with all the power the undersigned would have if
personally present at the Meeting.
The Annual Meeting for each Fund will begin at the following time:
Fund
|
|
Annual Meeting Time
|
|
The Indonesia Fund, Inc.
|
|
9:00 a.m.
New York time
|
|
The First Israel Fund, Inc.
|
|
10:00 a.m.
New York time
|
|
The Emerging Markets Telecommunications
Fund, Inc.
|
|
11:00 a.m.
New York time
|
|
The Chile Fund, Inc.
|
|
1:00 p.m.
New York time
|
|
The Latin America Equity Fund, Inc.
|
|
2:00 p.m.
New York time
|
|
The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting of Shareholders and of the accompanying Proxy Statement (the terms of
each of which are incorporated by reference herein) and revokes any proxy
heretofore given with respect to such Meeting.
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARDS OF DIRECTORS OF
THE CHILE FUND, INC., THE FIRST ISRAEL FUND, INC., THE LATIN AMERICA EQUITY
FUND, INC., THE INDONESIA FUND, INC. AND THE EMERGING MARKETS
TELECOMMUNICATIONS FUND, INC.
The shares represented by
this proxy will be voted as instructed.
UNLESS INDICATED TO THE CONTRARY, THIS PROXY SHALL BE DEEMED TO GRANT
AUTHORITY TO VOTE FOR THE PROPOSALS SPECIFIED ON THE REVERSE SIDE. THIS PROXY ALSO GRANTS DISCRETIONARY POWER TO
VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR
ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF.
YOUR VOTE IS IMPORTANT NO
MATTER HOW MANY SHARES YOU OWN. IF YOU ARE NOT AUTHORIZING YOUR PROXY BY PHONE
OR INTERNET, PLEASE SIGN AND DATE THIS PROXY BELOW AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE.
|
, 2009
|
|
Signature (owner, trustee,
custodian, etc.)
|
|
(PLEASE SIGN IN BOX)
|
|
|
|
|
|
|
|
|
|
Please sign exactly as
name appears hereon If shares are held in the name of two or more persons,
any may sign. Attorneys-in-fact executors, administrators, etc. should so
indicate. If shareholder is a corporation or partnership, please sign in full
corporate or partnership name by authorized person.
|
|
|
|
|
|
|
[ ]-EZ
|
|
DETACH CONSOLIDATED PROXY
CARD AT PERFORATION BELOW.
FAST,
CONVENIENT VOTING OPTIONS!
·
VOTE BY TELEPHONE. Call our toll-free
dedicated voting number
[ ].
The voting site is open 24 hours a day, 7 days a week. Enter your MASTER
CONTROL NUMBER shown above and follow the recorded instructions. You may vote
all accounts at once or each account separately. Your vote will be confirmed
at the end of the call.
|
|
TO
VOTE EACH OF YOUR ACCOUNTS SEPARATELY On the reverse side of this form (and
on accompanying pages, if necessary) you will find individual ballots, one
for each of your accounts. If you would wish to vote each of these accounts
separately, sign in the signature box below, mark each individual ballot to
indicate your vote, detach the form at the perforation above and return the individual
ballots portion only.
|
|
|
|
·
VOTE ON THE INTERNET. Log on our Internet
voting web site -
[ ]
and enter your MASTER CONTROL NUMBER. Follow the on-screen instructions. You
may vote all accounts at once or each account separately. You may request an
e-mail confirmation of your vote.
|
|
NOTE: IF YOU ELECT TO VOTE
EACH ACCOUNT
SEPARATELY,
DO NOT RETURN THE
CONSOLIDATED
PROXY CARD ABOVE.
SIGN AND DATE BELOW IF YOU
ARE VOTING EACH ACCOUNT SEPARATELY.
|
|
|
|
NOTE:
|
IF YOU VOTE BY PHONE OR ON THE INTERNET, IT IS NOT NECESSARY TO
RETURN YOUR PROXY CARD.
|
|
|
|
|
|
|
|
, 2009
|
|
|
|
Signature (owner, trustee,
custodian, etc.)
|
|
(PLEASE SIGN IN BOX)
|
|
|
|
|
|
|
|
|
|
Please sign exactly as
name appears hereon. If shares are
held in the name of two or more persons, any may sign. Attorneys-in-fact, executors,
administrators, etc. should so indicate.
If shareholder is a corporation or partnership, please sign in full
corporate or partnership name by authorized person.
|
|
|
|
|
|
|
[ ]-IND
|
|
EZVOTE
CONSOLIDATED PROXY CARD
YOUR VOTE IS IMPORTANT NO
MATTER HOW MANY SHARES YOU OWN. IF YOU
ARE NOT VOTING BY PHONE OR INTERNET, PLEASE SIGN AND DATE THE OTHER SIDE OF THIS PROXY CARD AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2
PENCIL. PLEASE DO NOT USE FINE POINT PENS.
x
ANNUAL MEETING PROPOSAL
|
|
FOR ALL
|
|
|
|
|
NOMINEES
|
|
WITHHOLD
|
|
|
LISTED
|
|
AUTHORITY
TO
|
1. To elect Directors to the Board of
|
|
(EXCEPT
AS NOTED
|
|
VOTE FOR
ALL
|
Directors of each Fund.
|
|
AT
BELOW)
|
|
NOMINEES
LISTED
|
|
|
|
|
|
|
|
o
|
|
o
|
Fund
|
|
Nominee(s)
|
The Chile Fund, Inc.
|
|
Enrique R. Arzac
|
The First Israel
Fund, Inc.
|
|
Enrique R. Arzac
|
The Indonesia
Fund, Inc.
|
|
Enrique
R. Arzac
Steven
N. Rappaport
|
The Latin America Equity
Fund, Inc.
|
|
Enrique
R. Arzac
Lawrence
J. Fox
|
The Emerging Markets
Telecommunications Fund, Inc.
|
|
Walter Eberstadt
Steven N. Rappaport
|
Instruction:
To Withhold Authority To
Vote for Any Individual Nominee, Write The Number(s) in the Line Immediately
Below.
|
|
|
|
|
|
IF YOU PLAN TO ATTEND THE MEETING, PLEASE CALL
.
|
|
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND
DATED.
|
|
|
[ ]-EZ
|
|
DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.
|
|
|
|
|
|
|
EZVOTE CONSOLIDATED PROXY CARD
THE CHILE FUND, INC.
|
THE TOP HALF OF THIS
FORM IS YOUR EZVOTE CONSOLIDATED PROXY. IT REFLECTS ALL OF YOUR ACCOUNTS
REGISTERED TO THE SAME SOCIAL SECURITY OR TAX I.D. NUMBER AT THIS ADDRESS. BY
VOTING AND SIGNING THE CONSOLIDATED PROXY CARD, YOU ARE VOTING ALL OF THESE
ACCOUNTS IN THE SAME MANNER AS INDICATED ON THE REVERSE SIDE OF THE FORM.
|
THE FIRST ISRAEL FUND,
INC.
|
THE LATIN AMERICA EQUITY
FUND, INC.
|
THE INDONESIA FUND, INC.
|
THE EMERGING MARKETS
|
TELECOMMUNICATIONS FUND, INC.
|
|
|
MASTER CONTROL NUMBER:
XXX XXX XXX XXX XX
|
TO VOTE BY TELEPHONE OR INTERNET,
SEE INSTRUCTIONS BELOW.
|
|
|
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
May 8, 2009
The undersigned hereby appoints as proxies
J. Kevin Gao and Karen Regan, and each of them (with power of substitution), to
vote all the undersigneds shares in The Chile Fund, Inc., The First
Israel Fund, Inc., The Latin America Equity Fund, Inc., The Indonesia
Fund, Inc. and The Emerging Markets Telecommunications Fund, Inc. at
the Special Meeting of Shareholders to be held on May 8, 2009, at the
offices of Credit Suisse Asset Management, LLC, Eleven Madison Avenue, New
York, New York 10010 and any adjournment thereof (Special Meeting), and to
otherwise represent the undersigned with all the power the undersigned would
have if personally present at the Special Meeting.
The
Special Meeting for each Fund will begin at the following time:
Fund
|
|
Special Meeting Time
|
|
The Indonesia Fund, Inc.
|
|
9:30 a.m.
New York time
|
|
The First Israel Fund, Inc.
|
|
10:30 a.m.
New York time
|
|
The Emerging Markets Telecommunications
Fund, Inc.
|
|
11:30 a.m.
New York time
|
|
The Chile Fund, Inc.
|
|
1:30 p.m.
New York time
|
|
The Latin America Equity Fund, Inc.
|
|
2:30 p.m.
New York time
|
|
The undersigned hereby acknowledges
receipt of the Notice of Special Meeting of Shareholders and of the
accompanying Proxy Statement (the terms of each of which are incorporated by
reference herein) and revokes any proxy heretofore given with respect to such
Special Meeting. THIS PROXY IS BEING
SOLICITED ON BEHALF OF THE BOARDS OF DIRECTORS OF THE CHILE FUND, INC., THE
FIRST ISRAEL FUND, INC., THE LATIN AMERICA EQUITY FUND, INC., THE INDONESIA
FUND, INC. AND THE EMERGING MARKETS TELECOMMUNICATIONS FUND, INC.
The shares represented by
this proxy will be voted as instructed.
UNLESS INDICATED TO THE CONTRARY, THIS PROXY SHALL BE DEEMED TO GRANT
AUTHORITY TO VOTE FOR THE PROPOSALS SPECIFIED ON THE REVERSE SIDE.
YOUR VOTE IS IMPORTANT NO
MATTER HOW MANY SHARES YOU OWN. IF YOU ARE NOT AUTHORIZING YOUR PROXY BY PHONE
OR INTERNET, PLEASE SIGN AND DATE THIS PROXY BELOW AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE.
|
, 2009
|
|
Signature (owner, trustee,
custodian, etc.)
|
|
(PLEASE SIGN IN BOX)
|
|
|
|
|
|
|
|
|
|
Please sign
exactly as name appears hereon If shares are held in the name of two or more
persons, any may sign. Attorneys-in-fact executors, administrators, etc.
should so indicate. If shareholder is
a corporation or partnership, please sign in full corporate or partnership
name by authorized person.
|
|
|
|
|
|
|
[ ]-EZ
|
|
DETACH CONSOLIDATED PROXY
CARD AT PERFORATION BELOW.
FAST, CONVENIENT VOTING OPTIONS!
·
VOTE BY TELEPHONE. Call our toll-free
dedicated voting number
[ ].
The voting site is open 24 hours a day, 7 days a week. Enter your MASTER
CONTROL NUMBER shown above and follow the recorded instructions. You may vote
all accounts at once or each account separately. Your vote will be confirmed
at the end of the call.
|
|
TO
VOTE EACH OF YOUR ACCOUNTS SEPARATELY
On the reverse side of this form (and on accompanying pages, if
necessary) you will find individual ballots, one for each of your accounts.
If you would wish to vote each of these accounts separately, sign in the
signature box below, mark each individual ballot to indicate your vote,
detach the form at the perforation above and return the individual ballots
portion only.
|
|
|
|
·
VOTE ON THE INTERNET. Log on our Internet
voting web site -
[ ]
and enter your MASTER CONTROL NUMBER. Follow the on-screen instructions. You
may vote all accounts at once or each account separately. You may request an
e-mail confirmation of your vote.
|
|
NOTE: IF YOU ELECT TO VOTE
EACH ACCOUNT
SEPARATELY, DO NOT RETURN THE
CONSOLIDATED PROXY CARD ABOVE.
SIGN AND DATE BELOW IF YOU
ARE VOTING EACH ACCOUNT SEPARATELY.
|
NOTE:
|
IF YOU VOTE BY PHONE OR ON
THE INTERNET, IT IS NOT NECESSARY TO RETURN YOUR PROXY CARD.
|
|
|
|
|
|
|
|
, 2009
|
|
|
|
Signature (owner, trustee,
custodian, etc.)
|
|
(PLEASE SIGN IN BOX)
|
|
|
|
|
|
|
|
|
|
Please sign exactly as
name appears hereon. If shares are
held in the name of two or more persons, any may sign. Attorneys-in-fact, executors,
administrators, etc. should so indicate.
If shareholder is a corporation or partnership, please sign in full
corporate or partnership name by authorized person.
|
|
|
|
|
|
|
[ ]-IND
|
|
EZVOTE
CONSOLIDATED PROXY CARD
YOUR VOTE IS IMPORTANT NO MATTER
HOW MANY SHARES YOU OWN. IF YOU ARE NOT
VOTING BY PHONE OR INTERNET, PLEASE SIGN AND DATE THE OTHER SIDE OF THIS PROXY CARD AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE
FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. PLEASE DO
NOT USE FINE POINT PENS.
x
SPECIAL MEETING PROPOSALS
|
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
(1)(a). Approve a New
Advisory Agreement between each Fund, on behalf of the Fund, and Aberdeen
Asset Management Investment Services Limited (CH, ISL, LAQ, ETF shareholders
only).
|
|
o
|
|
o
|
|
o
|
|
|
|
|
|
|
|
(1)(b).
Approve a New Advisory Agreement between the Fund, on behalf of the Fund, and
Aberdeen Asset Management Asia Limited (IF shareholders only).
|
|
o
|
|
o
|
|
o
|
|
|
|
|
|
|
|
(2)(a)
Approve a New Sub-Advisory Agreement among The First Israel Fund, Inc.,
Aberdeen Asset Management Investment Services Limited and Analyst Exchange
and Trading Services Ltd. (shareholders of ISL only).
|
|
o
|
|
o
|
|
o
|
|
|
|
|
|
|
|
(2)(b)
Approve a New Sub-Advisory Agreement with respect to each of The Chile
Fund, Inc. and The Latin America Equity Fund, Inc., among the
applicable Fund, Aberdeen Asset Management Investment Services Limited and
Celfin Capital Servicios Financieros S.A. (shareholders of CH and LAQ only).
|
|
o
|
|
o
|
|
o
|
IF YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE
CALL
.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
|
[ ]-EZ
|
|
DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.
|
|
INDIVIDUAL FORM - ANNUAL MEETING
NOTE: IF YOU HAVE USED THE CONSOLIDATED FORM, DO NOT
VOTE
THE INDIVIDUAL FORM BELOW.
XXX XXXXXXXXXX XXX
|
|
|
|
|
|
|
|
|
|
JOHN Q. SHAREHOLDER
|
|
|
|
|
123 MAIN STREET
|
|
|
|
|
ANYTOWN USA 12345
|
CONTROL NUMBER
|
|
|
|
|
|
XXX XXX XXX XXX XX
|
|
|
|
|
|
|
|
|
|
|
THE CHILE FUND, INC.
|
|
|
|
|
|
|
|
|
|
|
|
FOR ALL
|
|
|
|
|
NOMINEES
|
|
WITHHOLD
|
To elect Directors to the
|
|
LISTED
|
|
AUTHORITY
|
Board of Directors of
|
|
(EXCEPT
AS
|
|
TO VOTE
FOR ALL
|
the Fund.
|
|
NOTED
BELOW)
|
|
NOMINEES
LISTED
|
|
|
|
|
|
Nominees
:
|
|
o
|
|
o
|
|
|
|
|
|
(01)
Enrique R.
Arzac
|
|
|
|
|
|
|
|
|
|
Instruction:
To Withhold Authority To Vote for Any Individual Nominee, Write The
Number(s) in the Line Immediately Below.
|
|
|
|
|
|
|
|
|
|
XXX XXXXXXXXXX XXX
|
|
|
|
|
|
|
|
|
|
JOHN Q. SHAREHOLDER
|
|
|
|
|
123 MAIN STREET
|
|
|
|
|
ANYTOWN USA 12345
|
CONTROL NUMBER
|
|
|
|
|
|
XXX XXX XXX XXX XX
|
|
|
|
|
|
|
|
|
|
THE CHILE FUND, INC.
|
|
|
|
|
|
|
|
|
|
|
|
FOR ALL
|
|
|
|
|
NOMINEES
|
|
WITHHOLD
|
To elect Directors to the
|
|
LISTED
|
|
AUTHORITY
|
Board of Directors of
|
|
(EXCEPT
AS
|
|
TO VOTE
FOR ALL
|
the Fund.
|
|
NOTED
BELOW)
|
|
NOMINEES
LISTED
|
|
|
|
|
|
Nominees
:
|
|
o
|
|
o
|
|
|
|
|
|
(01)
Enrique R.
Arzac
|
|
|
|
|
|
|
|
|
|
Instruction:
To Withhold Authority To Vote for Any Individual Nominee, Write The
Number(s) in the Line Immediately Below.
|
|
|
|
|
IF YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE
CALL
.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
INDIVIDUAL FORM - SPECIAL MEETING
NOTE: IF YOU HAVE USED THE CONSOLIDATED FORM, DO NOT
VOTE
THE INDIVIDUAL FORM BELOW.
XXX XXXXXXXXXX XXX
|
|
JOHN Q. SHAREHOLDER
|
123 MAIN STREET
|
ANYTOWN USA 12345
|
CONTROL NUMBER
|
|
|
XXX XXX XXX XXX XX
|
|
THE
CHILE FUND, INC.
|
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
1. Approve a New Advisory
Agreement between The Chile Fund, Inc. and Aberdeen Asset Management
Investment Services Limited.
|
|
o
|
|
o
|
|
o
|
|
|
|
|
|
|
|
2.
Approve a New Sub-Advisory Agreement among The Chile Fund, Inc.,
Aberdeen Asset Management Investment Services Limited and Celfin Capital
Servicios Financieros S.A.
|
|
o
|
|
o
|
|
o
|
XXX XXXXXXXXXX XXX
|
|
JOHN Q. SHAREHOLDER
|
123 MAIN STREET
|
ANYTOWN USA 12345
|
CONTROL NUMBER
|
|
|
XXX XXX XXX XXX XX
|
|
THE
CHILE FUND, INC.
|
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
1. Approve a New Advisory
Agreement between The Chile Fund, Inc. and Aberdeen Asset Management
Investment Services Limited.
|
|
o
|
|
o
|
|
o
|
|
|
|
|
|
|
|
2.
Approve a New Sub-Advisory Agreement among The Chile Fund, Inc.,
Aberdeen Asset Management Investment Services Limited and Celfin Capital
Servicios Financieros S.A.
|
|
o
|
|
o
|
|
o
|
IF YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE
CALL
.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
INDIVIDUAL FORM - ANNUAL MEETING
NOTE: IF YOU HAVE USED THE CONSOLIDATED FORM, DO NOT
VOTE
THE INDIVIDUAL FORM BELOW.
XXX XXXXXXXXXX XXX
|
|
JOHN Q. SHAREHOLDER
|
123 MAIN STREET
|
ANYTOWN USA 12345
|
CONTROL NUMBER
|
|
|
XXX XXX XXX XXX XX
|
|
THE
FIRST ISRAEL FUND, INC.
|
|
FOR ALL
|
|
|
|
|
NOMINEES
|
|
WITHHOLD
|
To elect Directors to the
|
|
LISTED
|
|
AUTHORITY
|
Board of Directors of
|
|
(EXCEPT
AS
|
|
TO VOTE
FOR ALL
|
the Fund.
|
|
NOTED
BELOW)
|
|
NOMINEES
LISTED
|
|
|
|
|
|
Nominees
:
|
|
o
|
|
o
|
|
|
|
|
|
(01) Enrique R. Arzac
|
|
|
|
|
Instruction: To Withhold Authority To Vote for Any
Individual Nominee, Write The Number(s) in the Line Immediately Below.
XXX XXXXXXXXXX XXX
|
|
JOHN Q. SHAREHOLDER
|
123 MAIN STREET
|
ANYTOWN USA 12345
|
CONTROL NUMBER
|
|
|
XXX XXX XXX XXX XX
|
|
THE
FIRST ISRAEL FUND, INC.
|
|
FOR ALL
|
|
|
|
|
NOMINEES
|
|
WITHHOLD
|
To elect Directors to the
|
|
LISTED
|
|
AUTHORITY
|
Board of Directors of
|
|
(EXCEPT
AS
|
|
TO VOTE
FOR ALL
|
the Fund.
|
|
NOTED
BELOW)
|
|
NOMINEES
LISTED
|
|
|
|
|
|
Nominees
:
|
|
o
|
|
o
|
|
|
|
|
|
(01) Enrique R. Arzac
|
|
|
|
|
Instruction: To Withhold Authority To Vote for Any
Individual Nominee, Write The Number(s) in the Line Immediately Below.
IF YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE
CALL
.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
INDIVIDUAL FORM - SPECIAL MEETING
NOTE: IF YOU HAVE USED THE CONSOLIDATED FORM, DO NOT
VOTE
THE INDIVIDUAL FORM BELOW.
XXX XXXXXXXXXX XXX
|
|
JOHN Q. SHAREHOLDER
|
123 MAIN STREET
|
ANYTOWN USA 12345
|
CONTROL NUMBER
|
|
|
XXX XXX XXX XXX XX
|
|
THE
FIRST ISRAEL FUND, INC .
|
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
1. Approve a New Advisory Agreement between
The First Israel Fund, Inc. and Aberdeen Asset Management Investment
Services Limited.
|
|
o
|
|
o
|
|
o
|
|
|
|
|
|
|
|
2. Approve a New Sub-Advisory Agreement among
The First Israel Fund, Inc., Aberdeen Asset Management Investment
Services Limited and Analyst Exchange and Trading Services Ltd.
|
|
o
|
|
o
|
|
o
|
XXX XXXXXXXXXX XXX
|
|
JOHN Q. SHAREHOLDER
|
123 MAIN STREET
|
ANYTOWN USA 12345
|
CONTROL NUMBER
|
|
|
XXX XXX XXX XXX XX
|
|
THE
FIRST ISRAEL FUND, INC.
|
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
1. Approve a New Advisory Agreement between
The First Israel Fund, Inc. and Aberdeen Asset Management Investment
Services Limited.
|
|
o
|
|
o
|
|
o
|
|
|
|
|
|
|
|
2. Approve a New Sub-Advisory Agreement among
The First Israel Fund, Inc., Aberdeen Asset Management Investment
Services Limited and Analyst Exchange and Trading Services Ltd.
|
|
o
|
|
o
|
|
o
|
IF YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE
CALL
.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
[ ] -IND
INDIVIDUAL FORM - ANNUAL MEETING
NOTE: IF YOU HAVE USED THE CONSOLIDATED FORM, DO NOT
VOTE
THE INDIVIDUAL FORM BELOW.
XXX XXXXXXXXXX XXX
|
|
JOHN Q. SHAREHOLDER
|
123 MAIN STREET
|
ANYTOWN USA 12345
|
CONTROL NUMBER
|
|
|
XXX XXX XXX XXX XX
|
|
THE
INDONESIA FUND, INC.
|
|
FOR ALL
|
|
|
|
|
NOMINEES
|
|
WITHHOLD
|
To elect Directors to the
|
|
LISTED
|
|
AUTHORITY
|
Board of Directors of
|
|
(EXCEPT
AS
|
|
TO VOTE
FOR ALL
|
the Fund.
|
|
NOTED
BELOW)
|
|
NOMINEES
LISTED
|
|
|
|
|
|
Nominees
:
|
|
o
|
|
o
|
|
|
|
|
|
(01) Enrique R. Arzac
|
|
|
|
|
(02)
Steven N. Rappaport
|
|
|
|
|
Instruction: To Withhold Authority To Vote for Any
Individual Nominee, Write The Number(s) in the Line Immediately Below.
XXX XXXXXXXXXX XXX
|
|
JOHN Q. SHAREHOLDER
|
123 MAIN STREET
|
ANYTOWN USA 12345
|
CONTROL NUMBER
|
|
|
XXX XXX XXX XXX XX
|
|
THE
INDONESIA FUND, INC.
|
|
FOR ALL
|
|
|
|
|
NOMINEES
|
|
WITHHOLD
|
To elect Directors to the
|
|
LISTED
|
|
AUTHORITY
|
Board of Directors of
|
|
(EXCEPT
AS
|
|
TO VOTE
FOR ALL
|
the Fund.
|
|
NOTED
BELOW)
|
|
NOMINEES
LISTED
|
|
|
|
|
|
Nominees
:
|
|
o
|
|
o
|
|
|
|
|
|
(01) Enrique R. Arzac
|
|
|
|
|
(02)
Steven N. Rappaport
|
|
|
|
|
Instruction: To Withhold Authority To Vote for Any
Individual Nominee, Write The Number(s) in the Line Immediately Below.
IF YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE
CALL
.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
INDIVIDUAL FORM -
SPECIAL MEETING
NOTE: IF YOU HAVE USED THE CONSOLIDATED FORM, DO NOT
VOTE
THE INDIVIDUAL FORM BELOW.
XXX XXXXXXXXXX XXX
|
|
JOHN Q. SHAREHOLDER
|
123 MAIN STREET
|
ANYTOWN USA 12345
|
CONTROL NUMBER
|
|
|
XXX XXX XXX XXX XX
|
|
THE
INDONESIA FUND, INC.
|
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
1. Approve a new Advisory Agreement between
The Indonesia Fund, Inc. and Aberdeen Asset Management Asia Limited.
|
|
o
|
|
o
|
|
o
|
XXX XXXXXXXXXX XXX
|
|
JOHN Q. SHAREHOLDER
|
123 MAIN STREET
|
ANYTOWN USA 12345
|
CONTROL NUMBER
|
|
|
XXX XXX XXX XXX XX
|
|
THE
INDONESIA FUND, INC.
|
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
1. Approve a new Advisory Agreement between
The Indonesia Fund, Inc. and Aberdeen Asset Management Asia Limited.
|
|
o
|
|
o
|
|
o
|
IF YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE
CALL
.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
INDIVIDUAL FORM - ANNUAL MEETING
NOTE: IF YOU HAVE USED THE CONSOLIDATED FORM, DO NOT
VOTE
THE INDIVIDUAL FORM BELOW.
XXX XXXXXXXXXX XXX
|
|
JOHN Q. SHAREHOLDER
|
123 MAIN STREET
|
ANYTOWN USA 12345
|
CONTROL NUMBER
|
|
|
XXX XXX XXX XXX XX
|
|
THE
LATIN AMERICA EQUITY FUND, INC.
|
|
FOR ALL
|
|
|
|
|
NOMINEES
|
|
WITHHOLD
|
To elect Directors to the
|
|
LISTED
|
|
AUTHORITY
|
Board of Directors of
|
|
(EXCEPT
AS
|
|
TO VOTE
FOR ALL
|
the Fund.
|
|
NOTED
BELOW)
|
|
NOMINEES
LISTED
|
|
|
|
|
|
Nominees
:
|
|
o
|
|
o
|
|
|
|
|
|
(01) Enrique R. Arzac
|
|
|
|
|
(02)
Lawrence J. Fox
|
|
|
|
|
Instruction: To Withhold Authority To Vote for Any
Individual Nominee, Write The Number(s) in the Line Immediately Below.
XXX XXXXXXXXXX XXX
|
|
JOHN Q. SHAREHOLDER
|
123 MAIN STREET
|
ANYTOWN USA 12345
|
CONTROL NUMBER
|
|
|
XXX XXX XXX XXX XX
|
|
THE
LATIN AMERICA EQUITY FUND, INC.
|
|
FOR ALL
|
|
|
|
|
NOMINEES
|
|
WITHHOLD
|
To elect Directors to the
|
|
LISTED
|
|
AUTHORITY
|
Board of Directors of
|
|
(EXCEPT
AS
|
|
TO VOTE
FOR ALL
|
the Fund.
|
|
NOTED
BELOW)
|
|
NOMINEES
LISTED
|
|
|
|
|
|
Nominees
:
|
|
o
|
|
o
|
|
|
|
|
|
(01) Enrique R. Arzac
|
|
|
|
|
(02)
Lawrence J. Fox
|
|
|
|
|
Instruction: To Withhold Authority To Vote for Any
Individual Nominee, Write The Number(s) in the Line Immediately Below.
IF YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE
CALL
.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
INDIVIDUAL FORM - SPECIAL MEETING
NOTE: IF YOU HAVE USED THE CONSOLIDATED FORM, DO NOT
VOTE
THE INDIVIDUAL FORM BELOW.
XXX XXXXXXXXXX XXX
|
|
JOHN Q. SHAREHOLDER
|
123 MAIN STREET
|
ANYTOWN USA 12345
|
CONTROL NUMBER
|
|
|
XXX XXX XXX XXX XX
|
|
THE
LATIN AMERICA EQUITY FUND, INC.
|
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
1. Approve a New Advisory
Agreement between The Latin America Equity Fund, Inc. and Aberdeen Asset
Management Investment Services Limited.
|
|
o
|
|
o
|
|
o
|
|
|
|
|
|
|
|
2.
Approve a New Sub-Advisory Agreement among The Latin America Equity
Fund, Inc., Aberdeen Asset Management Investment Services Limited and
Celfin Capital Servicios Financieros S.A.
|
|
o
|
|
o
|
|
o
|
XXX XXXXXXXXXX XXX
|
|
JOHN Q. SHAREHOLDER
|
123 MAIN STREET
|
ANYTOWN USA 12345
|
CONTROL NUMBER
|
|
|
XXX XXX XXX XXX XX
|
|
THE
LATIN AMERICA EQUITY FUND, INC.
|
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
1. Approve a New Advisory Agreement between
The Latin America Equity Fund, Inc. and Aberdeen Asset Management
Investment Services Limited.
|
|
o
|
|
o
|
|
o
|
|
|
|
|
|
|
|
2. Approve a New Sub-Advisory Agreement among
The Latin America Equity Fund, Inc., Aberdeen Asset Management
Investment Services Limited and Celfin Capital Servicios Financieros S.A.
|
|
o
|
|
o
|
|
o
|
[ ] -IND
IF YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE
CALL
.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
INDIVIDUAL FORM - ANNUAL MEETING
NOTE: IF YOU HAVE USED THE CONSOLIDATED FORM, DO NOT
VOTE
THE INDIVIDUAL FORM BELOW.
XXX XXXXXXXXXX XXX
|
|
JOHN Q. SHAREHOLDER
|
123 MAIN STREET
|
ANYTOWN USA 12345
|
CONTROL NUMBER
|
|
|
XXX XXX XXX XXX XX
|
|
THE
EMERGING MARKETS TELECOMMUNICATIONS FUND, INC.
|
|
FOR ALL
|
|
|
|
|
NOMINEES
|
|
WITHHOLD
|
To elect Directors to the
|
|
LISTED
|
|
AUTHORITY
|
Board of Directors of
|
|
(EXCEPT
AS
|
|
TO VOTE
FOR ALL
|
the Fund.
|
|
NOTED
BELOW)
|
|
NOMINEES
LISTED
|
|
|
|
|
|
Nominees
:
|
|
o
|
|
o
|
|
|
|
|
|
(01)
Walter Eberstadt
|
|
|
|
|
(02)
Steven N. Rappaport
|
|
|
|
|
Instruction: To Withhold Authority To Vote for Any
Individual Nominee, Write The Number(s) in the Line Immediately Below.
XXX XXXXXXXXXX XXX
|
|
JOHN Q. SHAREHOLDER
|
123 MAIN STREET
|
ANYTOWN USA 12345
|
CONTROL NUMBER
|
|
|
XXX XXX XXX XXX XX
|
|
THE
EMERGING MARKETS TELECOMMUNICATIONS FUND, INC.
|
|
FOR ALL
|
|
|
|
|
NOMINEES
|
|
WITHHOLD
|
To elect Directors to the
|
|
LISTED
|
|
AUTHORITY
|
Board of Directors of
|
|
(EXCEPT
AS
|
|
TO VOTE
FOR ALL
|
the Fund.
|
|
NOTED
BELOW)
|
|
NOMINEES
LISTED
|
|
|
|
|
|
Nominees
:
|
|
o
|
|
o
|
|
|
|
|
|
(01)
Walter Eberstadt
|
|
|
|
|
(02)
Steven N. Rappaport
|
|
|
|
|
Instruction: To Withhold Authority To Vote for Any
Individual Nominee, Write The Number(s) in the Line Immediately Below.
IF YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE
CALL
.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
INDIVIDUAL FORM - SPECIAL MEETING
NOTE: IF YOU HAVE USED THE CONSOLIDATED FORM, DO NOT
VOTE
THE INDIVIDUAL FORM BELOW.
XXX XXXXXXXXXX XXX
|
|
JOHN Q. SHAREHOLDER
|
123 MAIN STREET
|
ANYTOWN USA 12345
|
CONTROL NUMBER
|
|
|
XXX XXX XXX XXX XX
|
|
THE
EMERGING MARKETS TELECOMMUNICATIONS FUND, INC.
|
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
1. Approve a New Advisory Agreement between
The Emerging Markets Telecommunications Fund, Inc. and Aberdeen Asset
Management Investment Services Limited.
|
|
o
|
|
o
|
|
o
|
XXX XXXXXXXXXX XXX
|
|
JOHN Q. SHAREHOLDER
|
123 MAIN STREET
|
ANYTOWN USA 12345
|
CONTROL NUMBER
|
|
|
XXX XXX XXX XXX XX
|
|
THE
EMERGING MARKETS TELECOMMUNICATIONS FUND, INC.
|
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
1. Approve a New Advisory Agreement between
The Emerging Markets Telecommunications Fund, Inc. and Aberdeen Asset
Management Investment Services Limited.
|
|
o
|
|
o
|
|
o
|
IF YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE
CALL
.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
Aberdeen Indonesia Fund ( (delisted) (AMEX:IF)
Historical Stock Chart
From May 2024 to Jun 2024
Aberdeen Indonesia Fund ( (delisted) (AMEX:IF)
Historical Stock Chart
From Jun 2023 to Jun 2024