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:
The International Focus 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
("CSAM"), herewith confirm their agreement with Credit Suisse
Asset Management Limited (the "Sub-Adviser"), a corporation
organized under the laws of Japan, as follows:
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(es) and Statement(s) 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 CSAM as investment adviser to
the Portfolio. 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.
Services as Sub-Investment Adviser
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 Portfolio's assets designated by
CSAM 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 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 CSAM from time to time. In connection
therewith, the Sub-Adviser will:
manage the Assets or furnish recommendations to manage the Assets
in accordance with the Portfolio's investment objective and
policies;
make investment decisions or recommendations with respect to the
Assets;
if requested by CSAM will place purchase and sale orders for
securities on behalf of the Portfolio with respect to the Assets;
exercise voting rights with respect to the Assets if requested
by CSAM; and
furnish CSAM and the Fund's Board of Trustees 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.
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.
Execution of Transactions
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.
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.
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 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.
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.
Disclosure Regarding the Sub-Adviser
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.
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.
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.
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.
Representations and Warranties
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.
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.
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.
The Fund 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 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.
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.
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.
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.
Compliance
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 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.
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.
The Fund and CSAM 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, 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.
Books and Records
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-1 under the
1940 Act and to preserve the records required by Rule 204-2 under
the Advisers Act for the period specified therein.
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.
Provision of Information; Proprietary and Confidential
Information
CSAM 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.
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, 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.
The Sub-Adviser represents and warrants that neither it nor any
affiliate will use the name of the Fund or the Portfolio, 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.
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 or the Portfolio by
reason of such reliance of the Sub-Adviser.
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.
Expenses
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).
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 Trustees 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 Trustees of the Fund; and
any extraordinary expenses.
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 CSAM 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 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 or the Portfolio 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.
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 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.
Notices
All communications hereunder shall be given (a) if to
the Sub-Adviser, to Credit Suisse Asset Management Limited,
3-1 Toranomon 4-chome, Minato-ku, Tokyo Japan (Attention:
Xxxxxx Xxxxxx), telephone: 00-0-0000-0000, telecopy: 81-3-
5425-5505, (b) if to CSAM, to Credit Suisse Asset
Management, LLC, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000-0000 (Attention: Xxx Xxxxxx), telephone: (212) 875-
3779, 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: (212)
878-9351 (Attention: President).
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.
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.
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.
Miscellaneous
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.
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.
Nothing herein shall be construed to make the Sub-Adviser an
agent of CSAM or the Fund.
This Agreement may be executed in counterparts, with the same
effect as if the signatures were upon the same instrument.
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.
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]
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 TRUST
(International Focus Portfolio)
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.
