SUB-INVESTMENT ADVISORY AGREEMENT
_______ , 2000
Credit Suisse Asset
Management Limited
Beaufort House
00 Xx. Xxxxxxx Xxxxxx
Xxxxxx XX0 X0XX
Dear Sirs:
Credit Suisse Institutional Fund, Inc., a corporation organized and
existing under the laws of the State of Maryland (the "Fund"), on behalf of the
Global Telecommunications Portfolio, and Credit Suisse Asset Management, LLC, as
its investment adviser (the "Adviser"), herewith confirm their agreement with
Credit Suisse Asset Management Limited (the "Sub-Adviser") 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 Articles of Incorporation, as may be amended from time
to time (the "Articles of Incorporation"), and in the Prospectus and Statement
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 provide the Sub-Adviser copies of all
amendments to the Prospectus and SAI on an on-going basis. The Fund employs the
Adviser as its investment adviser. The Adviser 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-ADVISER
(a) Subject to the supervision and direction of the Adviser, the
Sub-Adviser will provide investment advisory assistance and portfolio management
advice to the Portfolio 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 Portfolio's
investment objective and policies as stated in the Prospectus and SAI and
investment parameters provided by the Adviser from time to time. In connection
therewith, the Sub-Adviser will:
(i) furnish the Adviser on behalf of the Portfolio such information,
investment recommendations, advice and assistance as the Adviser
shall from time to time reasonably request;
(ii) execute, or place orders for the execution of, securities
transactions on behalf of the Portfolio, after consultation with the
Adviser;
(iii) confer with the Adviser concerning the purchase, retention or sale of
securities on behalf of the Portfolio;
(iv) provide the Adviser with statistical, research and other factual data
for its use in connection with the Portfolio's investment program;
(v) assist the Adviser in monitoring the execution of securities
transactions and the settlement and clearance of securities
transactions on behalf of the Portfolio; and
(vi) furnish the Adviser and the Fund's Board of Directors with such
periodic and special reports as the Fund or the Adviser may
reasonably request.
(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) The Sub-Adviser will execute transactions for the Portfolio only
through brokers or dealers appearing on a list of brokers and dealers approved
by the Adviser. In executing transactions for the Portfolio, 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 the Adviser for use on behalf of the Portfolio or other
clients of the Sub-Adviser or the Adviser.
(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 the Adviser 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 Portfolio and
to such other clients. The Sub-Adviser shall provide to the Adviser and the
Portfolio all information reasonably requested by the Adviser and the Portfolio
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 Portfolio.
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 the Adviser and the Fund promptly of
any (i) statement about the Sub-Adviser contained in the Fund's registration
statement that becomes untrue in any material respect or (ii) 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 the Adviser 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 the Adviser, 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 the Adviser,
where applicable, will use all reasonable efforts to ensure that all Promotional
Material used or distributed by or on behalf of the Fund or the Adviser 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 the Adviser and the Fund copies of its
Form ADV with all exhibits and attachments thereto and will hereinafter supply
the Adviser, promptly upon preparation thereof, copies of all amendments or
restatements of such document.
5. CERTAIN REPRESENTATIONS AND
WARRANTIES OF THE SUB-ADVISER
(a) The Sub-Adviser represents and warrants that 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) The Sub-Adviser represents that 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) The Sub-Adviser represents that 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.
6. COMPLIANCE
(a) The Sub-Adviser agrees that it shall promptly notify the Adviser 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 objective, policies and restrictions as stated in the Prospectus or
SAI or is otherwise in violation of applicable law.
(b) The Adviser agrees that it shall promptly notify the Sub-Adviser in the
event that the SEC has censured the Adviser or the Fund; placed limitations upon
any of their activities, functions or operations; suspended or revoked the
Adviser'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 the Adviser shall be given access to the records 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. The
Sub-Adviser agrees to cooperate with the Portfolio and the Adviser 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
Portfolio are the property of the Fund and further agrees to surrender promptly
to either the Adviser or the Fund any of such records upon the request of either
of them. 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 and the
Portfolio are being conducted in a manner consistent with applicable laws and
regulations.
8. PROVISION OF INFORMATION;
PROPRIETARY AND CONFIDENTIAL INFORMATION
(a) The Adviser agrees that it will furnish to the Sub-Adviser information
related to or concerning 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 Portfolio, the Adviser 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, the Portfolio, the Adviser 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 the Adviser, 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, the Portfolio or the Adviser 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, the Portfolio or the Adviser or to shareholders of the Fund or the
Portfolio 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 the Adviser
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, the
Adviser will pay the Sub-Adviser a quarterly fee equal to [___]% of the
quarterly amount received by the Adviser for its services as the Portfolio's
investment adviser after any fee waivers and expense reimbursements. The fee for
the period from the date of this Agreement to the end of the quarter during
which this Agreement commenced shall be prorated according to the proportion
that such period bears to the full quarterly period. Such fee shall be paid by
the Adviser to the Sub-Adviser within ten (10) business days after the last day
of each quarter or, upon termination of this Agreement before the end of a
quarter, within ten (10) business days after the effective date of such
termination. Upon any termination of this Agreement before the end of a quarter,
the fee for such part of that quarter shall be prorated according to the
proportion that such period bears to the full quarterly period. The Sub-Adviser
shall have no right to obtain compensation directly from the Fund or the
Portfolio
for services provided hereunder and agrees to look solely to the Adviser for
payment of fees due.
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
Portfolio's expenses listed in paragraph 11(b).
(b) The Portfolio 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 the Fund, the Adviser 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 Portfolio's proportionate share of insurance premiums;
outside auditing and legal expenses; costs of maintenance of the Portfolio'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 Portfolio and of the officers or Board
of Directors of the Fund; and any extraordinary expenses.
12. TERM OF AGREEMENT
This Agreement 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 Portfolio'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 the Adviser on
60 (sixty) days' written notice to the Portfolio and the Sub-Adviser, (ii) by
the Board of Directors of the Fund or by vote of holders of a majority of the
Portfolio's shares on 60 (sixty) days' written notice to the Adviser and the
Sub-Adviser, or (iii) by the Sub-Adviser upon 60 (sixty) days' written notice to
the Fund and the Adviser. 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 Portfolio kept by the Sub-Adviser shall promptly be returned to the
Adviser 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 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
All communications hereunder shall be given (a) if to the Sub-Adviser, to Credit
Suisse Asset Management
Limited, Xxxxxxxx Xxxxx, 00xx Xx. Xxxxxxx Xxxxxx, Xxxxxx XX0X0XX (Attention: Xxx
Xxxxxx), telephone: (000) 000-0000, telecopy: (000) 000-0000, (b) if to the
Adviser, to Credit Suisse Asset Management, LLC, One Citicorp Center, 000 Xxxx
00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (Attention: Xxx Xxxxxx), telephone: (212)
000-0000, telecopy: (000) 000-0000, and (c) if to the Portfolio, c/o Credit
Suisse Asset Management, LLC, One Citicorp Center, 000 Xxxx 00xx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000 (Attention: Xxx Xxxxxx), telephone: (000) 000-0000,
telecopy: (000) 000-0000.
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
the Adviser, the Fund or the Portfolio.
(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:
Title:
CREDIT SUISSE INSTITUTIONAL
FUND,
INC. ON BEHALF OF THE GLOBAL
TELECOMMUNICATIONS PORTFOLIO
By: ____________________________
Name:
Title:
CREDIT SUISSE ASSET MANAGEMENT LIMITED
By: _______________________________
Name:
Title:
