SUB-INVESTMENT ADVISORY AGREEMENT
April 1, 2006
Credit Suisse Asset Management Limited
Izumi Garden Tower, Xxxxx 00
0-0-0 Xxxxxxxx
Xxxxxx-xx, Xxxxx 000-0000
Xxxxx
Dear Sir/Madam:
The Global Small Cap Portfolio (the "Portfolio") of Credit
Suisse Trust (the "Fund"), a business trust organized under the laws of the
Commonwealth of Massachusetts, and Credit Suisse Asset Management, LLC, as
investment adviser to the Fund ("Credit Suisse"), 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 Portfolio by
investing and reinvesting in securities of the kind and in accordance with the
limitations specified in the Fund's Agreement and Declaration of Trust as may be
amended from time to time (the "Agreement and Declaration of Trust"), and in the
Fund's Prospectus and Statement of Additional Information relating to the
Portfolio, as from time to time in effect (the "Prospectus" and "SAI,"
respectively), and in such manner and to such extent as may from time to time be
approved by the Board of Trustees of the Fund. Copies of the Prospectus, SAI and
Agreement and Declaration of Trust have been or will be submitted to the
Sub-Adviser. The Fund agrees to promptly provide the Sub-Adviser copies of all
amendments to the Prospectus and SAI on an on-going basis. The Fund employs
Credit Suisse as its investment adviser to the Portfolio. Credit Suisse 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 Credit Suisse, the
Sub-Adviser will provide investment advisory and portfolio management advice to
all or that portion of the Portfolio's assets designated by Credit Suisse from
time to time (the "Assets") in accordance with (a) the Agreement and Declaration
of Trust, (b) the Investment Company Act of 1940, as amended (the "1940 Act"),
and the Investment Advisers Act of 1940, as amended (the "Advisers Act"), and
all applicable Rules and Regulations of the 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 Credit
Suisse from time to time. In connection therewith, the Sub-Adviser will, as
requested by Credit Suisse, provide one or all of the following services:
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(i) manage the Assets or furnish recommendations to manage the
Assets in accordance with the Portfolio's investment objective
and policies;
(ii) make investment decisions or recommendations with respect to
the Assets;
(iii) will place purchase and sale orders for securities on behalf
of the Portfolio with respect to the Assets;
(iv) exercise, or give advice in relation to the exercise of,
voting rights with respect to the Assets; and
(v) furnish Credit Suisse and the Fund's Board of Trustees with
such periodic and special reports as the Fund or Credit Suisse
may reasonably request.
In providing those services, the Sub-Adviser will, if
requested by Credit Suisse, 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; Services of the Sub-Adviser Non-Exclusive
(a) If applicable, 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 Credit Suisse for use on
behalf of the Fund or other clients of the Sub-Adviser or Credit Suisse.
(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 Credit Suisse further understand and acknowledge that the persons
employed by the
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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) If applicable, on occasions when the Sub-Adviser deems the
purchase or sale of a security to be in the best interest of the Portfolio as
well as of other investment advisory clients of the Sub-Adviser, the Sub-Adviser
may, to the extent permitted by applicable laws and regulations, but shall not
be obligated to, aggregate the securities to be so sold or purchased with those
of its other clients. In such event, allocation of the securities so purchased
or sold, as well as the expenses incurred in the transaction, will be made by
the Sub-Adviser in a manner that is fair and equitable, in the judgment of the
Sub-Adviser, in the exercise of its fiduciary obligations to the Fund and to
such other clients. The Fund recognizes that the effect of the aggregation may
operate on some occasions to the Portfolio's advantage or disadvantage. The
Sub-Adviser shall provide to Credit Suisse and the Fund all information
reasonably requested by Credit Suisse 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) If applicable, in connection with the purchase and sale of
securities for the Portfolio, the Sub-Adviser will provide such information as
may be reasonably necessary to enable the custodian and co-administrators to
perform their administrative and recordkeeping responsibilities with respect to
the Fund.
4. Disclosure Regarding the Sub-Adviser
(a) The Sub-Adviser has reviewed the disclosure about the
Sub-Adviser contained in the Fund's registration statement and represents and
warrants that, with respect to such disclosure about the Sub-Adviser or
information related, directly or indirectly, to the Sub-Adviser, such
registration statement contains, as of the date hereof, no untrue statement of
any material fact and does not omit any statement of a material fact which is
required to be stated therein or necessary to make the statements contained
therein not misleading.
(b) The Sub-Adviser agrees to notify Credit Suisse 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 Credit Suisse 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 Credit Suisse, 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
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of Promotional Material and the Fund or Credit Suisse, where applicable, will
use all reasonable efforts to ensure that all Promotional Material used or
distributed by or on behalf of the Fund or Credit Suisse 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 Credit Suisse and the Fund copies of its Form
ADV with all exhibits and attachments thereto and will hereinafter supply Credit
Suisse and the Fund, promptly upon preparation thereof, copies of all amendments
or restatements of such document.
5. Representations and Warranties
5.1 The Sub-Adviser represents and warrants that:
(a) it is a duly registered investment adviser under the
Advisers Act, a duly registered investment adviser in any and all states of the
United States in which the Sub-Adviser is required to be so registered and has
obtained all necessary licenses and approvals in order to perform the services
provided in this Agreement. The Sub-Adviser covenants to maintain all necessary
registrations, licenses and approvals in effect during the term of this
Agreement.
(b) it has read and understands the Prospectus and SAI and
warrants that in investing the Portfolio's assets it will use all reasonable
efforts to adhere to the Portfolio's investment objectives, policies and
restrictions contained therein.
(c) it has adopted a written Code of Ethics in compliance with
Rule 17j-1 under the 1940 Act and will provide the Fund with any amendments to
such Code.
5.2 The Fund represents and warrants that:
(a) it has full power to enter into the terms of this
Agreement and to enter into transactions contemplated by this Agreement and that
its entry into the Agreement nor the exercise by the Sub-Adviser of its
discretions or powers under this Agreement will result in any default under any
contract or other agreement or instrument to which the Fund is a party, or any
statute or rule, regulation or order of any governmental agency or body
applicable to the Fund.
(b) information which has been provided to the Sub-Adviser in
relation to the Fund's status, residence and domicile for taxation purposes is
complete and correct, and the Fund agrees to provide any further information
properly required by any competent authority.
(c) it will notify the Sub-Adviser promptly if there is any
material change in any of the above information and will provide such other
relevant information as the Sub-Adviser may reasonably request in order to
fulfill its regulatory and contractual obligations. The Fund acknowledges that a
failure to provide such information may adversely affect the quality of the
services that the Sub-Adviser may provide.
5.3 Credit Suisse represents and warrants that it has full power
to enter into the terms of this Agreement and to enter into transactions
contemplated by this Agreement and that neither its entry into the Agreement nor
the exercise by the Sub-Adviser of its discretions or powers
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under this Agreement will result in any default under any contract or other
agreement or instrument to which Credit Suisse is a party, or any statute or
rule, regulation or order of any governmental agency or body applicable to
Credit Suisse.
6. Compliance
(a) The Sub-Adviser agrees that it shall promptly notify
Credit Suisse and the Fund (i) in the event that the SEC or any other regulatory
authority has censured its activities, functions or operations; suspended or
revoked its registration as an investment adviser; or has commenced proceedings
or an investigation that may result in any of these actions, (ii) in the event
that there is a change in the Sub-Adviser, financial or otherwise, that
adversely affects its ability to perform services under this Agreement or (iii)
upon having a reasonable basis for believing that, as a result of the
Sub-Adviser's investing the Portfolio's assets, the Portfolio's investment
portfolio has ceased to adhere to the Portfolio's investment objectives,
policies and restrictions as stated in the Prospectus or SAI or is otherwise in
violation of applicable law.
(b) Credit Suisse agrees that it shall promptly notify the
Sub-Adviser in the event that the SEC has censured Credit Suisse or the Fund;
placed limitations upon any of their activities, functions or operations;
suspended or revoked Credit Suisse'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 Credit Suisse shall be given access to the
records with respect to the Portfolio of the Sub-Adviser at reasonable times
solely for the purpose of monitoring compliance with the terms of this Agreement
and the rules and regulations applicable to the Sub-Adviser relating to its
providing investment advisory services to the Portfolio. The Sub-Adviser agrees
to cooperate with the Fund and Credit Suisse and their representatives in
connection with any such monitoring efforts.
7. Books and Records
(a) In compliance with the requirements of Rule 31a-3 under
the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains
for the Fund or the Portfolio are the property of the Fund and further agrees to
surrender promptly to the Fund any of such 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-l under the 1940 Act
and to preserve the records required by Rule 204-2 under the Advisers Act for
the period specified therein.
(b) The Sub-Adviser hereby agrees to furnish to regulatory
authorities having the requisite authority any information or reports in
connection with services that the Sub-Adviser renders pursuant to this Agreement
which may be requested in order to ascertain whether the operations of the
Portfolio are being conducted in a manner consistent with applicable laws and
regulations.
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8. Provision of Information; Proprietary and Confidential Information
(a) Credit Suisse agrees that it will furnish to the
Sub-Adviser information related to or concerning the Fund or the Portfolio that
the Sub-Adviser may reasonably request.
(b) The Sub-Adviser agrees on behalf of itself and its
employees to treat confidentially and as proprietary information of the Fund all
records and other information relative to the Fund or the Portfolio, Credit
Suisse 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; provided however that such prior notification
and/or approval shall not be required in the event that the Sub-Adviser is
required to furnish information relating to the Portfolio to regulatory
authorities and governmental agencies having due authority over the Sub-Adviser.
(c) The Sub-Adviser represents and warrants that neither it
nor any affiliate will use the name of the Fund or the Portfolio, Credit Suisse
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 Credit Suisse,
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 Credit
Suisse 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 Credit Suisse 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
Credit Suisse 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, Credit Suisse 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.
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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 administrative fees; taxes,
interest, brokerage fees and commissions, if any; fees of Trustees of the Fund
who are not officers, directors, or employees of Credit Suisse or the
Sub-Adviser or affiliates of any of them; fees of any pricing service employed
to value shares of the Fund; SEC fees, state Blue Sky qualification fees and any
foreign qualification fees; charges of custodians and transfer and dividend
disbursing agents; the Fund's proportionate share of insurance premiums; outside
auditing and legal expenses; costs of maintenance of the Fund's existence; costs
attributable to investor services, including, without limitation, telephone and
personnel expenses; costs of preparing and printing prospectuses and statements
of additional information for regulatory purposes and for distribution to
existing shareholders; costs of shareholders' reports and meetings of the
shareholders of the Fund and of the officers or Board of Trustees of the Fund;
and any extraordinary expenses.
12. Term of Agreement
This Agreement shall commence on the date first written above
and shall continue for an initial two-year period commencing on the date first
written above, and thereafter shall continue automatically for successive annual
periods, provided such continuance is specifically approved at least annually by
(a) the Board of Trustees of the Fund or (b) a vote of a "majority" (as defined
in the 0000 Xxx) of the Portfolio's outstanding voting securities, provided that
in either event the continuance is also approved by a majority of the Board of
Trustees who are not "interested persons" (as defined the 0000 Xxx) of any party
to this Agreement, by vote cast in person at a meeting called for the purpose of
voting on such approval. This Agreement is terminable, without penalty, (i) by
Credit Suisse on 60 (sixty) days' written notice to the Fund and the
Sub-Adviser, (ii) by the Board of Trustees of the Fund or by vote of holders of
a majority of the Portfolio's shares on 60 (sixty) days' written notice to
Credit Suisse and the Sub-Adviser, or (iii) by the Sub-Adviser upon 60 (sixty)
days' written notice to the Fund and Credit Suisse This Agreement will also
terminate automatically in the event of its assignment (as defined in the 0000
Xxx) by any party hereto. In the event of termination of this Agreement for any
reason, all records relating to the Fund or the Portfolio kept by the
Sub-Adviser shall promptly be returned to Credit Suisse or the Fund, free from
any claim or retention of rights in such records by the Sub-Adviser. In the
event this Agreement is terminated or is not approved in the foregoing manner,
the provisions contained in paragraph numbers 4(c), 7, 8 and 9 shall remain in
effect.
13. Amendments
No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against which enforcement of the change, waiver, discharge or
termination is sought, and no amendment of this Agreement shall be effective
until approved by an affirmative vote of (a) the holders of a majority of the
outstanding voting securities of the Portfolio and (b) the Board of Trustees of
the
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Fund, including a majority of Trustees who are not "interested persons" (as
defined in the 0000 Xxx) of the Fund or of either party to this Agreement, by
vote cast in person at a meeting called for the purpose of voting on such
approval, if such approval is required by applicable law.
14. Notices
14.1 All communications hereunder shall be given (a) if to the
Sub-Adviser, to Credit Suisse Asset Management Limited, Izumi Xxxxxx Xxxxx Xxxxx
00 0-0, Xxxxxxxx 1-Chome, Xxxxxx-xx, Xxxxx 000-0000 Xxxxx (Attention:Legal and
Compliance), telephone: 00-0-0000-0000, telecopy: 00-0-0000-0000, (b) if to
Credit Suisse, to Credit Suisse Asset Management, LLC, 000 Xxxxxxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000-0000 (Attention: General Counsel), telephone: (212)
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: (212)
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
Credit Suisse 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 Credit Suisse 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. Credit Suisse 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 Credit Suisse or the Fund.
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(d) This Agreement may be executed in counterparts, with the
same effect as if the signatures were upon the same instrument.
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.
18. Limitation of Liability
It is expressly agreed that this Agreement was executed by or
on behalf of the Fund and not by the Trustees of the Fund or its officers
individually, and the obligations of the Fund hereunder shall not be binding
upon any of the Trustees, shareholders, nominees, officers, agents or employees
of the Fund individually, but bind only the assets and property of the Fund, as
provided in the Agreement and Declaration of Trust of the Fund. The execution
and delivery of this Agreement have been authorized by the Trustees and the
shareholders of the Portfolio and signed by an authorized officer of the Fund,
acting as such, and neither such authorization by such Trustees and shareholders
nor such execution and delivery by such officer shall be deemed to have been
made by any of them individually or to impose any liability on any of them
personally, but shall bind only the trust property of the Fund as provided in
its Agreement and Declaration of Trust.
******************
[signature page follows]
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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/ Xxxxxx X. Plump
-------------------
Name: Xxxxxx X. Plump
Title: Managing Director
CREDIT SUISSE TRUST
By: /s/ Xxxxxx X. Plump
-------------------
Name: Xxxxxx X. Plump
Title: Chief Executive Officer and
President
CREDIT SUISSE ASSET MANAGEMENT LIMITED
By: /s/Xxxxxxxx Xxxxxxxx
--------------------
Name: Xxxxxxxx Xxxxxxxx
Title: President and Representative Director
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SCHEDULE A
Credit Suisse will pay the Sub-Adviser a fee equal to 10% of the advisory fee
(after waivers and reimbursements) paid by the Portfolio to Credit Suisse, 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.