SUB-INVESTMENT ADVISORY AGREEMENT
October 9, 2002
Credit Suisse Asset Management (Australia) Limited
Xxxxx 00, Xxxxxxx Xxxxxxxx
0 Xxxxxxxxx Xxxxx
XXXXXX XXX 0000
Dear Sir/Madam:
Credit Suisse Institutional Fund, Inc. (the "Fund"), a corporation
organized and existing under the laws of the State of Maryland,
with respect to its International Focus Portfolio, a duly organized
series thereof (the "Portfolio"), and Credit Suisse Asset
Management, LLC, as investment adviser to the Fund ("CSAM"),
herewith confirms their agreement with Credit Suisse Asset
Management (Australia) Limited (the "Sub-Adviser"), a company
registered under the laws of the State of Victoria, Australia,
as follows:
1. Investment Description; Appointment
The Fund desires to employ the capital of the Portfolio by
investing and reinvesting in securities of the kind and in
accordance with the limitations specified in the Fund's Articles
of Incorporation, as may be amended from time to time (the
"Articles of Incorporation"), and in the Portfolio's Prospectus(es)
and Statement(s) 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 with copies of all amendments to the Prospectus and
SAI on an on-going basis. The Fund employs CSAM as its investment
adviser. CSAM desires to employ and hereby appoints the Sub-Adviser
to act as its sub-investment adviser with respect to the Portfolio
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 CSAM, the
Sub-Adviser will provide investment advisory and portfolio management
advice to all or that portion of the Portfolio's assets designated
by CSAM 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 Securities and Exchange Commission (the "SEC")
and all other applicable laws and regulations, and (c) the Portfolio's
investment objective and policies as stated in the Prospectus and
SAI and investment parameters provided by CSAM from time to time.
In connection therewith, the Sub-Adviser will:
(i) manage the Assets or furnish recommendations to
manage the Assets in accordance with the Portfolio's investment
objective and policies;
(ii) make investment decisions or recommendations with
respect to the Assets;
(iii) if requested by CSAM will place purchase and sale
orders for securities on behalf of the Portfolio with respect to
the Assets;
(iv) exercise voting rights with respect to the Assets
if requested by CSAM; and
(v) furnish CSAM and the Fund's Board of Directors
with such periodic and special reports as the Fund or CSAM may
reasonably request.
In providing those services, the Sub-Adviser will, if requested
by CSAM, 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
(a) 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 the best overall
terms available. In assessing the best overall terms 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 CSAM for
use on behalf of the Fund or other clients of the Sub-Adviser or
CSAM.
(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 CSAM 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) On occasions when the Sub-Adviser deems the purchase or
sale of a security to be in the best interest of the Portfolio 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 Portfolio and to such other clients.
The Sub-Adviser shall provide to CSAM and the Fund all
information reasonably requested by CSAM 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 Portfolio and the Sub-Adviser's other
investment advisory clients.
(d) In connection with the purchase and sale of securities
for the Portfolio, 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 Fund's 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 CSAM and the Fund
promptly of (i) any statement about the Sub-Adviser contained
in the Fund's registration statement that becomes untrue in
any material respect, (ii) any omission of a material fact about
the Sub-Adviser in the Fund's 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 CSAM 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 CSAM, 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 CSAM, where
applicable, will use all reasonable efforts to ensure that all
Promotional Material used or distributed by or on behalf of the
Fund or CSAM 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 CSAM and the Fund copies
of its Form ADV with all exhibits and attachments thereto and
will hereinafter supply CSAM 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 Portfolio's assets it will use
all reasonable efforts to adhere to the Portfolio's 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 Fund's 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 CSAM 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 CSAM is a party, or any statute
or rule, regulation or order of any governmental agency or body
applicable to CSAM.
6. Compliance
(a) The Sub-Adviser agrees that it shall promptly notify
CSAM 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-Adviser's
investing the Portfolio's assets, the Portfolio's investment
portfolio has ceased to adhere to the Portfolio's investment
objectives, policies and restrictions as stated in the Prospectus
or SAI or is otherwise in violation of applicable law.
(b) CSAM agrees that it shall promptly notify the Sub-Adviser
in the event that the SEC has censured CSAM or the Fund; placed
limitations upon any of their activities, functions or operations;
suspended or revoked CSAM's registration as an investment
adviser; or has commenced proceedings or an investigation that
may result in any of these actions.
(c) The Fund and CSAM shall be given access to the records
with respect to the Portfolio 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 Portfolio, including without limitation
records relating to trading by employees of the Sub-Adviser for
their own accounts and on behalf of other clients, provided
that such access does not constitute a breach of any obligation
of client confidentiality to which the Sub-Adviser is bound.
The Sub-Adviser agrees to cooperate with the Fund and CSAM 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 or the Portfolio are the property
of the Fund and further agrees to surrender promptly to the Fund
any of such 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-1 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 Portfolio are being
conducted in a manner consistent with applicable laws and
regulations.
8. Provision of Information; Proprietary and Confidential
Information
(a) CSAM agrees that it will furnish to the Sub-Adviser
information related to or concerning the Fund or the Portfolio
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 or the Portfolio, CSAM 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, where practicable, 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.
(c) The Sub-Adviser represents and warrants that neither
it nor any affiliate will use the name of the Fund or the
Portfolio, CSAM 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 CSAM, 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 CSAM 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 CSAM 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-Adviser's reckless disregard of its
obligations and duties under this Agreement. The Fund and
CSAM 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 or the Portfolio by reason of such
reliance of the Sub-Adviser.
10. Compensation
In consideration of the services rendered pursuant to this
Agreement, CSAM 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 administration fees; taxes, interest, brokerage fees
and commissions, if any; fees of Directors of the Fund
who are not officers, directors, or employees of CSAM 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 Fund's proportionate share
of insurance premiums; outside auditing and legal
expenses; costs of maintenance of the Fund's 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 0000 Xxx)
of the Portfolio's outstanding voting securities, provided
that in either event the continuance is also approved by
a majority of the Board of Directors who are not
"interested persons" (as defined the 0000 Xxx) 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
CSAM 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 Portfolio's
shares on 60 (sixty) days' written notice to CSAM and the
Sub-Adviser, or (iii) by the Sub-Adviser upon 60 (sixty)
days' written notice to the Fund and CSAM. This Agreement
will also terminate automatically in the event of its
assignment (as defined in the 0000 Xxx) by any party
hereto. In the event of termination of this Agreement
for any reason, all records relating to the Fund or the
Portfolio kept by the Sub-Adviser shall promptly be
returned to CSAM 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
Portfolio and (b) the Board of Directors of the Fund,
including a majority of Directors who are not "interested
persons" (as defined in the 0000 Xxx) 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
(Australia) Limited, Xxxxx 00, Xxxxxxx Xxxxxxxx, 0
Xxxxxxxxx Xxxxx, XXXXXX XXX XXXXXXXXX Attention: Xxxxxxx
Xxxxxx, telephone: 000-0000-0000 facsimile: 000-0000-0000,
email, xxxxxxx.x.xxxxxx@xxxx.xxx (b) if to CSAM, to Credit
Suisse Asset Management, LLC, 000 Xxxxxxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000 3147 (Attention: Xxx Xxxxxx),
telephone: (000) 000-0000, telecopy: (000) 000-0000,
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 CSAM
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 CSAM 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. CSAM 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 CSAM or the Fund.
(d) This Agreement may be executed in counterparts,
with the same effect as if the signatures were upon the
same instrument.
******************
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/Xxx Xxxxxx
Name Xxx Xxxxxx
Title: Managing Director
CREDIT SUISSE INSTITUTIONAL FUND, INC. on behalf of its
INTERNATIONAL FOCUS PORTFOLIO
By: /s/Xxx Xxxxxx
Name: Xxx Xxxxxx
Title: Vice President and Secretary
CREDIT SUISSE ASSET
MANAGEMENT (AUSTRALIA) LIMITED,
ABN 57 007 305 384, in accordance with its Articles of
Association
By: /s/Xxxxxx Xxxxxxxx
Name: Xxxxxx Xxxxxxxx
Title: Director
By: /s/Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Director/Secretary
SCHEDULE A
CSAM will pay the Sub-Adviser a fee of $480,000
(the "Total Fee"), 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. The Total Fee shall be an
aggregate fee paid for services rendered with respect
to this Fund and such other Credit Suisse Funds for
which the Sub-Adviser has been appointed as such and
which CSAM and the Sub Adviser agree will be governed
by this fee schedule.
The portion of the Total Fee allocable with respect to
the Fund for any calendar quarter or portion thereof
is equal to the product of (a) the Total Fee and (b) a
fraction: (i) the numerator of which is the average
monthly net assets of the Fund during such calendar
quarter or portion thereof and (ii) the denominator
of which is the sum of the total aggregate average
monthly net assets of the Fund and other registered
investment companies for which the Sub-Adviser has
been appointed as such during such calendar quarter
or portion thereof.
