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 Opportunity Funds (the "Funds"), a business trust
organized under the laws of the State of Delaware, with respect to
the International Fund, 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 Agreement
and Declaration of Trust, as may be amended from time to time (the
"Agreement and Declaration of Trust"), 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 Trustees of the Fund. Copies of the
Prospectus, SAI and Agreement and Declaration of Trust 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 Agreement and Declaration of Trust, (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 Trustees 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 Trustees 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 Trustees 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 Trustees 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 Trustees 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 Trustees 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 Trustees of the
Fund, including a majority of Trustees 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: (212)
878-9351 (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.
17. Limitation of Liability
It is expressly agreed that this Agreement was executed by or on
behalf of the Fund and not by the Trustees of the Fund or its
officers individually, and the obligations of the Fund hereunder
shall not be binding upon any of the Trustees, shareholders,
nominees, officers, agents or employees of the Fund individually,
but bind only the assets and property of the Fund, as provided in
the Agreement and Declaration of Trust of the Fund. The execution
and delivery of this Agreement have been authorized by the
Trustees and the sole shareholder of the Portfolio and signed by
an authorized officer of the Fund, acting as such, and neither
such authorization by such Trustees and shareholder nor such
execution and delivery by such officer shall be deemed to have
been made by any of then individually or to impose any liability
on any of them personally, but shall bind only the trust property
of the Fund as provided in its Agreement and Declaration of Trust.
******************
[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: _________________________________
Name: Xxx Xxxxxx
Title: Managing Director
CREDIT SUISSE OPPORTUNITY FUNDS on behalf of the INTERNATIONAL
FUND
By: _________________________________
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: ______________________________
Name:
Title: Director
By: ______________________________
Name:
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.
