EXHIBIT 99.d(4)
SUB-INVESTMENT ADVISORY AGREEMENT
Effective as of May 1, 2002
Credit Suisse Asset Management Limited
0-0 Xxxxxxxxx 0-xxxxx
Xxxxxx-xx, Xxxxx.
Xxxxx
Dear Sirs:
Credit Suisse Institutional International Fund, Inc. (the "Fund"), a
corporation organized and existing under the laws of the State of Maryland, and
Credit Suisse Asset Management, LLC, as investment adviser to the Fund ("CSAM"),
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 Fund's Articles of Incorporation as may be amended from time to
time (the "Articles of Incorporation"), and in the Fund'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 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 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 Fund'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 Fund'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 Fund'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 Fund 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 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 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
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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 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 Fund's advantage or disadvantage. 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 Fund and the Sub-Adviser's other investment
advisory clients.
(d) 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 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
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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 Fund's assets it will use all reasonable efforts to adhere
to the Fund'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.
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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 Fund's assets, the Fund's investment portfolio has ceased to
adhere to the Fund'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 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, including without limitation records
relating to trading by employees of the Sub-Adviser for their own accounts and
on behalf of other clients. 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 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-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 Fund
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 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
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relative to the Fund, 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 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, 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 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
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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 Fund'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 Fund'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 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 Fund 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 Limited, 0-0 Xxxxxxxxx 0-Xxxxx,
Xxxxxx-xx, Xxxxx, Xxxxx (Attention: Xxxxxx Xxxxxx), telephone: 00-0-0000-0000,
telecopy: 00-0-0000-0000, (b) if to CSAM, to Credit Suisse Asset Management,
LLC, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 (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).
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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.
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.
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[SIGNATURE PAGE FOLLOWS]
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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 INTERNATIONAL
FUND, INC.
By: /s/ Xxx Xxxxxx
--------------
Name: Xxx Xxxxxx
Title: Vice President and Secretary
CREDIT SUISSE ASSET
MANAGEMENT LIMITED
By: /s/ Xxxxxx Xxxxxx
-----------------
Name: Xxxxxx Xxxxxx
Title: Representative Director
Date: May 1, 2002
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SCHEDULE A
CSAM will pay the Sub-Adviser a fee of $250,000 (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.
