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 Japan Growth 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 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 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 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 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 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 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 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 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 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 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, 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 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 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 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, 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, 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 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 (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.
******************
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 JAPAN GROWTH FUND, INC.
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/ Xxxxxxxx Xxxxxxxx
Name: Xxxxxxxx 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.
