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 Japan Growth Fund, Inc. (the "Fund"), a
corporation.organized and existing under the laws of the State
of Maryland, and Credit Suisse Asset Management, LLC, as
investment adviser to the Fund ("CSAM"), herewith 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,
3 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 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, 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 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.
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).
(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 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 3147 (Attention: Xxx Xxxxxx), telephone: (000) 000-0000,
telecopy: (000) 000-0000, and (c) if to the Fund, c/o
Credit Suisse Funds, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000-0000, telephone: (000) 000-0000,
telecopy: (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.
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]
Please confirm that the foregoing is in accordance with your
understanding by indicating your acceptance hereof at the
place below indicated, whereupon it shall become a binding
agreement between us.
Very truly yours,
CREDIT SUISSE ASSET MANAGEMENT, LLC
By: /s/Xxx Xxxxxx
Name: Xxx Xxxxxx
Title: Managing Director
CREDIT SUISSE JAPAN GROWTH FUND, INC.
By: /s/Xxx Xxxxxx
Name: Xxx Xxxxxx
Title: Vice President and Secretary
CREDIT SUISSE ASSET
MANAGEMENT LIMITED
By: /s/Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Representative Director
Date: May 1, 2002
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.
