1099844.2
- 2 -
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 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
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: 612-8205-
4080 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 00000-0000 (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).
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: _________________________________
Name: Xxx Xxxxxx
Title: Managing Director
CREDIT SUISSE INSTITUTIONAL INTERNATIONAL
FUND, INC.
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.
