Exhibit 77Q1e
SUB-INVESTMENT ADVISORY AGREEMENT
April 1, 2006
Credit Suisse Asset Management Limited
Izumi Garden Tower, Xxxxx 00
0-0-0 Xxxxxxxx
Xxxxxx-xx, Xxxxx 000-0000
Xxxxx
Dear Sir/Madam:
Credit Suisse Global Small Cap Fund, Inc. the Fund, a
corporation organized and existing under the laws of
Maryland and Credit Suisse Asset Management, LLC, as
investment adviser to the Fund Credit Suisse, herewith
confirm their agreement with Credit Suisse Asset
Management Limited the Sub-Adviser, a corporation
organized under
the laws of Japan, as follows:
1. Investment Description; Appointment
The Fund desires to employ the capital of the Fund by
investing and reinvesting in securities of the kind and
in accordance with the limitations specified in the
Funds Articles of Incorporation as may be amended from
time to time the Articles of Incorporation, and in the
Funds Prospectuses and Statement of Additional
Information, as from time to time in effect the
Prospectus and SAI, respectively, and in such manner
and to such extent as may from time to time be approved
by the Board of Directors of the Fund. Copies of the
Prospectus, SAI and Articles of Incorporation have been
or will be submitted to the Sub-Adviser. The Fund agrees
to promptly provide the Sub-Adviser copies of all
amendments to the Prospectus and SAI on an on-going basis.
The Fund employs Credit Suisse as its investment adviser.
Credit Suisse desires to employ and hereby appoints the
Sub-Adviser to act as its sub-investment adviser upon the
terms set forth in this Agreement. The Sub-Adviser accepts
the appointment and agrees to furnish the services
set forth below for the compensation provided for herein.
2. Services as Sub-Investment Adviser
(a) Subject to the supervision and direction of Credit
Suisse, the Sub-Adviser will provide investment advisory
and portfolio management advice to all or that portion of
the Funds assets designated by Credit Suisse from time to
time the Assets in accordance with (a) the Articles of
Incorporation, (b) the Investment Company Act of 1940, as
amended the 1940 Act, and the Investment Advisers Act of
1940, as amended the Advisers Act, and all applicable Rules
and Regulations of the SEC and all other applicable laws
and regulations, and (c) the Funds investment objective
and policies as stated in the Prospectus and SAI and
investment parameters provided by Credit Suisse from
time to time. In connection therewith, the Sub-Adviser will,
as requested by Credit Suisse, provide one or all of the
following services (i) manage the Assets or furnish
recommendations to manage the Assets in accordance with the
Funds investment objective and policies(ii) make investment
decisions or recommendations with respect to the Assets
(iii) will place purchase and sale orders for securities
on behalf of the Fund with respect to the Assets
(iv) exercise, or give advice in relation to the
exercise of, voting rights with respect to the Assets and
(v) furnish Credit Suisse and the Funds Board of Directors
with such periodic and special reports as the Fund or Credit
Suisse may reasonably request.
In providing those services, the Sub-Adviser will, if
requested by Credit Suisse, provide investment research and
supervision of the Assets and conduct a continued program of
investment, evaluation and, if appropriate, sale and
reinvestment of the Assets. (b) In connection with the
performance of the services of the Sub-Adviser provided for
herein, the Sub-Adviser may contract at its own expense with
third parties for the acquisition of research, clerical
services and other administrative services that would not
require such parties to be required to register as an
investment adviser under the Advisers Act provided that the
Sub-Adviser shall remain liable for the performance of its
duties hereunder.3. Execution of Transactions Services
of the Sub-Adviser Non-Exclusive
(a) If applicable, in executing transactions for the
Assets, selecting brokers or dealers and negotiating any
brokerage commission rates, the Sub-Adviser will use its
best efforts to seek best execution. In assessing best
execution available for any portfolio transaction, the
Sub-Adviser will consider all factors it deems relevant
including, but not limited to, the 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 for transactions executed through the broker or
dealer in the aggregate. In selecting brokers or dealers to
execute a particular transaction and in evaluating the best
overall terms available, to the extent that the execution and
price offered by more than one broker or dealer are comparable
the Sub-Adviser may consider any brokerage and research
services as those terms are defined in Section 28(e) of the
Securities Exchange Act of 1934 provided to the Sub-Adviser or
to Credit Suisse for use on behalf of the Fund or other clients
of the Sub-Adviser or Credit Suisse.
(b) It is understood that the services of the Sub-Adviser
are not exclusive, and nothing in this Agreement shall prevent
the Sub-Adviser from providing similar services to other
investment companies or from engaging in other activities,
provided that those activities do not adversely affect the
ability of the Sub-Adviser to perform its services under this
Agreement. The Fund and Credit Suisse further understand and
acknowledge that the persons employed by the Sub-Adviser to
assist in the performance of its duties under this Agreement
will not devote their full time to that service. Nothing
contained in this Agreement will 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, provided that
doing so does not adversely affect the ability of the Sub-Adviser
to perform its services under this Agreement.
(c) If applicable, on occasions when the Sub-Adviser deems
the purchase or sale of a security to be in the best interest of
the Fund as
well as of other investment advisory clients of the Sub-Adviser,
the Sub-Adviser may, to the extent permitted by applicable laws
and regulations, but shall not be obligated to, aggregate the
securities to be so sold or purchased with those of its other
clients. In such event, allocation of the securities so
purchased or sold, as well as the expenses incurred in the
transaction, will be made by the Sub-Adviser in a manner
that is fair and equitable, in the judgment of the Sub-Adviser,
in the exercise of its fiduciary obligations to the Fund and to
such other clients. The Fund recognizes that the effect of the
aggregation may operate on some occasions to the Funds advantage
or disadvantage. The Sub-Adviser shall provide to Credit Suisse
and the Fund all information reasonably requested by Credit Suisse
and the Fund relating to the decisions made by the Sub-Adviser
regarding allocation of securities purchased or sold, as well as
the expenses incurred in a transaction, among the Fund and the
Sub-Advisers other investment advisory clients.
(d) If applicable, in connection with the purchase and sale
of securities for the Fund, the Sub-Adviser will provide such
information as may be reasonably necessary to enable the custodian
and co-administrators to perform their administrative and
recordkeeping responsibilities with respect to the Fund.
4. Disclosure Regarding the Sub-Adviser
(a) The Sub-Adviser has reviewed the disclosure about the
Sub-Adviser contained in the Funds registration statement and
represents and warrants that, with respect to such disclosure about
the Sub-Adviser or information related, directly or indirectly, to
the Sub-Adviser, such registration statement contains, as of the
date hereof, no untrue statement of any material fact and does not
omit any statement of a material fact which is required to be stated
therein or necessary to make the statements contained therein not
misleading.(b) The Sub-Adviser agrees to notify Credit Suisse and
the Fund promptly of (i) any statement about the Sub-Adviser
contained in the Funds registration statement that becomes untrue
in any material respect, (ii) any omission of a material fact about
the Sub-Adviser in the Funds registration statement which is
required to be stated therein or necessary to make the statements
contained therein not misleading, or (iii) any reorganization or
change in the Sub-Adviser, including any change in its ownership or
key employees.(c) Prior to the Fund or Credit Suisse or any
affiliated person as defined in the 1940 Act, an Affiliate of either
using or distributing sales literature or other promotional
material referring to the Sub-Adviser Promotional Material, the
Fund or Credit Suisse, where applicable, shall forward such
material to the Sub-Adviser and shall allow the Sub-Adviser
reasonable time to review the material. The Sub-Adviser will
not act unreasonably in its review of Promotional Material and the
Fund or Credit Suisse, where applicable, will use all reasonable
efforts to ensure that all Promotional Material used or distributed
by or on behalf of the Fund or Credit Suisse will comply with the
requirements of the Advisers Act, the 1940 Act and the rules and
regulations promulgated thereunder.(d) The Sub-Adviser has
supplied Credit Suisse and the Fund copies of its Form ADV with all
exhibits and attachments thereto and will hereinafter supply Credit
Suisse and the Fund, promptly upon preparation thereof, copies of
all amendments or restatements of such document.
5. Representations and Warranties
5.1 The Sub-Adviser represents and warrants that:
(a) it is a duly registered investment adviser under the
Advisers Act, a duly registered investment adviser in any and all
states of the United States in which the Sub-Adviser is required
to be so registered and has obtained all necessary licenses and
approvals in order to perform the services provided in this
Agreement. The Sub-Adviser covenants to maintain all necessary
registrations, licenses and approvals in effect during the term
of this Agreement.
(b) it has read and understands the Prospectus and SAI and
warrants that in investing the Funds assets it will use all
reasonable efforts to adhere to the Funds investment objectives,
policies and restrictions contained therein.
(c) it has adopted a written Code of Ethics in compliance
with Rule 17j-1 under the 1940 Act and will provide the Fund with
any amendments to such Code.
5.2 The Fund represents and warrants that
(a) it has full power to enter into the terms of this
Agreement and to enter into transactions contemplated by this
Agreement and that its entry into the Agreement nor the exercise
by the Sub-Adviser of its discretions or powers under this
Agreement will result in any default under any contract or other
agreement or instrument to which the Fund is a party, or any
statute or rule, regulation or order of any governmental agency
or body applicable to the Fund.
(b) information which has been provided to the Sub-Adviser
in relation to the Funds status, residence and domicile for
taxation purposes is complete and correct, and the Fund agrees
to provide any further information properly required by any
competent authority.
(c) it will notify the Sub-Adviser promptly if there is
any material change in any of the above information and will
provide such other relevant information as the Sub-Adviser may
reasonably request in order to fulfill its regulatory and
contractual obligations. The Fund acknowledges that a failure
to provide such information may adversely affect the quality of
the services that the Sub-Adviser may provide.
5.3 Credit Suisse represents and warrants that it has full
power to enter into the terms of this Agreement and to enter
into transactions contemplated by this Agreement and that neither
its entry into the Agreement nor the exercise by the Sub-Adviser
of its discretions or powers under this Agreement will result
in any default under any contract or other agreement or
instrument to which Credit Suisse is a party, or any statute or
rule, regulation or order of any governmental agency or body
applicable to Credit Suisse.
6 Compliance
(a) The Sub-Adviser agrees that it shall promptly notify
Credit Suisse and the Fund (i) in the event that the SEC or any
other regulatory authority has censured its activities,
functions or operations suspended or revoked its registration
as an investment adviser or has commenced proceedings or an
investigation that may result in any of these actions,
(ii) in the event that there is a change in the Sub-Adviser,
financial or otherwise, that adversely affects its ability to
perform services under this Agreement or (iii) upon having a
reasonable basis for believing that, as a result of the
Sub-Advisers investing the Funds assets, the Funds
investment portfolio has ceased to adhere to the Funds
investment objectives, policies and restrictions as stated in
the Prospectus or SAI or is otherwise in violation of
applicable law.
(b) Credit Suisse agrees that it shall promptly notify the
Sub-Adviser in the event that the SEC has censured Credit
Suisse or the Fund placed limitations upon any of their
activities, functions or operations suspended or revoked Credit
Suisses registration as an investment adviser or has commenced
proceedings or an investigation that may result in any of these
actions.
(c) The Fund and Credit Suisse shall be given access to the
records with respect to the Fund of the Sub-Adviser at reasonable
times solely for the purpose of monitoring compliance with the
terms of this Agreement and the rules and regulations applicable
to the Sub-Adviser relating to its providing investment advisory
services to the Fund. The Sub-Adviser agrees to cooperate with
the Fund and Credit Suisse and their representatives in
connection with any such monitoring efforts.
7. Books and Records
(a) In compliance with the requirements of Rule 31a-3 under
the 1940 Act, the Sub-Adviser hereby agrees that all records
which it maintains for the Fund are the property of the Fund
and further agrees to surrender promptly to the Fund any of such
records upon request. The Sub-Adviser further agrees to preserve
for the periods prescribed by Rule 31a-2 under the 1940 Act the
records required to be maintained by Rule 31a-l under the 1940
Act and to preserve the records required by Rule 204-2 under the
Advisers Act for the period specified therein.
(b) The Sub-Adviser hereby agrees to furnish to regulatory
authorities having the requisite authority any information or
reports in connection with services that the Sub-Adviser renders
pursuant to this Agreement which may be requested in order to
ascertain whether the operations of the Fund are being conducted
in a manner consistent with applicable laws and regulations.
8. Provision of Information; Proprietary and Confidential
Information
(a) Credit Suisse agrees that it will furnish to the
Sub-Adviser information related to or concerning the Fund that
the Sub-Adviser may reasonably request.
(b) The Sub-Adviser agrees on behalf of itself and its
employees to treat confidentially and as proprietary information
of the Fund all records and other information relative to the
Fund, Credit Suisse and prior, present or potential shareholders
and not to 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 of the
Fund, 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 or when
requested to divulge such information by duly constituted
authorities provided however that such prior notification and/or
approval shall not be required in the event that the Sub-Adviser
is required to furnish information relating to the Fund to
regulatory authorities and governmental agencies having due
authority over the Sub-Adviser.
(c) The Sub-Adviser represents and warrants that neither it
nor any affiliate will use the name of the Fund, Credit Suisse or
any of their affiliates in any prospectus, sales literature or
other material in any manner without the prior written approval
of the Fund or Credit Suisse, as applicable.
9. Standard of Care The Sub-Adviser shall exercise its best
judgment in rendering the services described herein. The
Sub-Adviser shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Fund or Credit
Suisse in connection with the matters to which this Agreement
relates, except that the Sub-Adviser shall be liable for a loss
resulting from a breach of fiduciary duty by the Sub-Adviser with
respect to the receipt of compensation for services provided that
nothing herein shall be deemed to protect or purport to protect
the Sub-Adviser against any liability to the Fund or Credit
Suisse or to shareholders of the Fund 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 by reason of the Sub-Advisers reckless disregard of
its obligations and duties under this Agreement. The Fund and
Credit Suisse understand and agree that the Sub-Adviser may rely
upon information furnished to it reasonably believed by the
Sub-Adviser to be accurate and reliable and, except as herein
provided, the Sub-Adviser shall not be accountable for loss
suffered by the Fund by reason of such reliance of the
Sub-Adviser.
10. Compensation
In consideration of the services rendered pursuant to this
Agreement, Credit Suisse will pay the Sub-Adviser such amounts
as the parties may agree upon from time to time as set forth on
Schedule A, as amended from time to time.
11. Expenses
(a) The Sub-Adviser will bear all expenses in connection
with the performance of its services under this Agreement,
which shall not include the Fund's expenses listed in paragraph
11(b).
(b) The Fund will bear certain other expenses to be
incurred in its operation, including: investment advisory and
administrative fees taxes, interest, brokerage fees and
commissions, if any; fees of Directors of the Fund who are not
officers, directors, or employees of Credit Suisse or the
Sub-Adviser or affiliates of any of them; fees of any pricing
service employed to value shares of the Fund SEC fees, state
Blue Sky qualification fees and any foreign qualification fees
charges of custodians and transfer and dividend disbursing agents
the Funds proportionate share of insurance premiums outside
auditing and legal expenses; costs of maintenance of the Funds
existence costs attributable to investor services, including,
without limitation, telephone and personnel expenses costs of
preparing and printing prospectuses and statements of additional
information for regulatory purposes and for distribution to
existing shareholders costs of shareholders reports and meetings
of the shareholders of the Fund and of the officers or Board of
Directors of the Fund; and any extraordinary expenses.
12. Term of Agreement
This Agreement shall commence on the date first written above
and shall continue for an initial two-year period commencing on
the date first written above, and thereafter shall continue
automatically for successive annual periods, provided such
continuance is specifically approved at least annually by (a)
the Board of Directors of the Fund or (b) a vote of a majority
as defined in the 1940 Act of the Funds 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 the 1940 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, (i) by Credit Suisse on 60 (sixty)
days written notice to the Fund and the Sub-Adviser, (ii) by
the Board of Directors of the Fund or by vote of holders of a
majority of the Fund's shares on 60 (sixty) days written notice
to Credit Suisse and the Sub-Adviser, or (iii) by the
Sub-Adviser upon 60 (sixty) days written notice to the Fund
and Credit Suisse. This Agreement will also terminate
automatically in the event of its assignment as defined in the
1940 Act by any party hereto. In the event of termination of
this Agreement for any reason, all records relating to the Fund
kept by the Sub-Adviser shall promptly be returned to Credit
Suisse or the Fund, free from any claim or retention of rights
in such records by the Sub-Adviser. In the event this Agreement
is terminated or is not approved in the foregoing manner, the
provisions contained in paragraph numbers 4(c), 7, 8 and 9
shall remain in effect.
13. Amendments
No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought, and no
amendment of this Agreement shall be effective until approved
by an affirmative vote of (a) the holders of a majority of the
outstanding voting securities of the Fund and (b) the Board of
Directors of the Fund, including a majority of Directors who
are not interested persons as defined in the 1940 Act of the
Fund or of either party to this Agreement, by vote cast in
person at a meeting called for the purpose of voting on such
approval, if such approval is required by applicable law.
14. Notices
14.1 All communications hereunder shall be given (a) if to
the Sub-Adviser, to Credit Suisse Asset Management Limited,
Izumi Xxxxxx Xxxxx Xxxxx 00 0-0, Xxxxxxxx 1-Chome, Xxxxxx-xx,
Xxxxx 000-0000 Xxxxx Attention Legal and Compliance,
telephone 00-0-0000-0000, telecopy 00-0-0000-0000, (b) if to
Credit Suisse, to Credit Suisse Asset Management, LLC, 000
Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 Attention
General Counsel, telephone (000) 000-0000, telecopy (646)
878-9351, and (c) if to the Fund, c/o Credit Suisse Funds,
000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000,
telephone (000) 000-0000, telecopy (000) 000-0000
Attention President.
14.2 The Sub-Adviser may rely on, and act without further
enquiry upon, any instruction, notice or request of any
person(s) who is or who the Sub-Adviser reasonably believes
in good faith to be person(s) designated by Credit Suisse or
the Fund to give such instruction, notice or request, and
further provided that such instruction, notice or request is
made in writing and sent by original signed letter, facsimile
or electronic means in accordance with the provisions of
Clause 14.1.
14.3 Credit Suisse and the Fund will provide a list of
person(s) who are authorized to give instructions and sign
documents and take other actions in respect of the Assets.
Credit Suisse or the Fund shall notify the Sub-Adviser
promptly of any amendment to such list and provide specimen
signatures of new signatories, and the Sub-Adviser shall
accept any such amendments.
15 Choice of Law
This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York in the
United States, including choice of law principles provided
that nothing herein shall be construed in a manner
inconsistent with the 1940 Act, the Advisers Act or any
applicable rules, regulations or orders of the SEC.
16 Miscellaneous
(a) The captions of this Agreement are included for
convenience only and in no way define or limit any of the
provisions herein or otherwise affect their construction or
effect.
(b) If any provision of this Agreement shall be held or
made invalid by a court decision, by statute or otherwise,
the remainder of this Agreement shall not be affected thereby
and, to this extent, the provisions of this Agreement shall
be deemed to be severable.
(c) Nothing herein shall be construed to make the
Sub-Adviser an agent of Credit Suisse or the Fund.
(d) This Agreement may be executed in counterparts,
with the same effect as if the signatures were upon the
same instrument.
17. Japanese Regulatory Matters
The Sub-Adviser is regulated by the Financial Services
Agency (FSA) in carrying out its investment business and is
also subject to applicable local laws and regulation.
******************
[signature page follows]
Please confirm that the foregoing is in accordance with your
understanding by indicating your acceptance hereof at the
place below indicated, whereupon it shall become a binding
agreement between us.
Very truly yours,
CREDIT SUISSE ASSET MANAGEMENT, LLC
By: /s/ Xxxxxx X. Plump
Name: Xxxxxx X. Plump
Title: Managing Director
CREDIT SUISSE GLOBAL SMALL CAP FUND, INC.
By: /s/Xxxxxx X. Plump
Name: Xxxxxx X. Plump
Title: Chief Executive Officer and President
CREDIT SUISSE ASSET MANAGEMENT LIMITED
By: /s/Xxxxxxxx Xxxxxxxx
Name: Xxxxxxxx Xxxxxxxx
Title: President and Representative Director
SCHEDULE A
Credit Suisse will pay the Sub-Adviser a fee equal to 10% of the
advisory fee (after waivers and reimbursements) paid by the Fund
to Credit Suisse, one quarter of which shall be payable in U.S.
dollars in arrears on the last business day of each calendar
quarter. The fee for the first period during which this Agreement
is in effect shall be pro-rated for the portion of the calendar
quarter that the Agreement is in effect.
