EXHIBIT 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 Global Fixed Income 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
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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
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,
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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
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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 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.
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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 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).
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(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.
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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).
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.
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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.
******************
[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 GLOBAL FIXED INCOME 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.
