SUB-ITEM 77Q1 (e)
Sub-Advisory Agreement among the Fund, Credit Suisse Asset Management, LLC
and Credit Suisse Asset Management (Australia) Limited
SUB-INVESTMENT ADVISORY AGREEMENT
October 9, 2002
Credit Suisse Asset Management (Australia) Limited
Xxxxx 00, Xxxxxxx Xxxxxxxx
0 Xxxxxxxxx Xxxxx
XXXXXX XXX 0000
Dear Sir/Madam:
The Emerging Markets Telecommunications 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 confirms their agreement
with Credit Suisse Asset Management (Australia)
Limited (the "Sub-Adviser"), a company registered
under the laws of the State of Victoria, Australia,
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 Registration
Statement, as from time to time in effect (the
"Registration Statement") 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
Registration Statement and Articles of Incorporation
have been or will be submitted to the Sub-Adviser.
The Fund agrees to promptly provide the Sub-Adviser
with copies of all amendments to the Registration
Statement 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
2.1 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 Registration Statement
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.
2.2 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
3.1 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 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 CSAM for use on behalf of the
Fund or other clients of the Sub-Adviser or CSAM.
3.2 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.
3.3 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 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.
3.4 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
4.1 The Sub-Adviser has reviewed the
disclosure about the Sub-Adviser contained in the
Fund's proxy statement used in seeking shareholder
approval for this Agreement 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 proxy 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.
4.2 The Sub-Adviser agrees to notify CSAM and
the Fund promptly of (i) any statement about the
Sub-Adviser contained in the Registration Statement
that becomes untrue in any material respect, (ii)
any omission of a material fact about the Sub-Adviser
in the 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.
4.4 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 Registration
Statement 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 Fund 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
CSAM 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
6.1 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 Registration
Statement or is otherwise in violation of applicable
law.
6.2 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.
6.3 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, provided that such access
does not constitute a breach of any obligation of
client confidentiality held by the Sub-Adviser.
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
7.1 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 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.
7.2 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
8.1 CSAM agrees that it will furnish to the
Sub-Adviser information related to or concerning the
Fund that the Sub-Adviser may reasonably request.
8.2 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, where practicable, 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.
8.3 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
("disabling conduct"). The Fund will indemnify
the Sub-Adviser against, and hold it harmless from,
any and all losses, claims, damages, liabilities or
expenses (including reasonable counsel fees and
expenses) not resulting from disabling conduct by
the Sub-Adviser. Indemnification shall be made only
following: (i) a final decision on the merits by a
court or other body before whom the proceeding was
brought that the Sub-Adviser was not liable by reason
of disabling conduct or (ii) in the absence of such
a decision, a reasonable determination, based upon
a review of the facts, that the Sub-Adviser was not
liable by reason of disabling conduct by (a) the vote
of a majority of a quorum of directors of the Fund
who are neither "interested persons" of the Fund nor
parties to the proceeding ("disinterested non-party
directors") or (b) an independent legal counsel in a
written opinion. The Sub-Adviser shall be entitled
to advances from the Fund for payment of the reasonable
expenses incurred by it in connection with the matter
as to which it is seeking indemnification in the manner
and to the fullest extent permissible under the
Maryland General Corporation Law. The Sub-Adviser
shall provide to the Fund a written affirmation of
its good faith belief that the standard of conduct
necessary for indemnification by the Fund has been
met and a written undertaking to repay any such
advance if it should ultimately be determined that
the standard of conduct has not been met. In addition,
at least one of the following additional conditions
shall be met: (a) the Sub-Adviser shall provide security
in form and amount acceptable to the Fund] for its
undertaking; (b) the Fund is insured against losses
arising by reason of the advance; or (c) a majority of
a quorum of the full Board of Directors of the Fund,
the members of which majority are disinterested
non-party directors, or independent legal counsel, in
a written opinion, shall have determined, based on a
review of facts readily available to the Fund at the
time the advance is proposed to be made, that there is
reason to believe that CSAM will ultimately be found
to be entitled to indemnification. 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
11.1 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).
11.2 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 assets 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 anuually 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 (Australia) Limited, Xxxxx 00,
Xxxxxxx Xxxxxxxx, 0 Xxxxxxxxx Xxxxx, XXXXXX XXX
XXXXXXXXX (Attention: Xxxxxxx Xxxxxx), telephone:
000-0000-0000 facsimile: 000-0000-0000, email,
xxxxxxx.x.xxxxxx@xxxx.xxx (b) if to CSAM, to Credit
Suisse Asset Management, LLC, 000 Xxxxxxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000-0000 (Attention: Xxx Xxxxxx),
telephone: (000) 000-0000, telecopy: (000) 000-0000,
and (c) if to the Fund, c/o Credit Suisse Funds, 000
Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000,
telephone: (000) 000-0000, telecopy: (000) 000-0000
(Attention: President).
14.2 The Sub-Adviser may rely on, and act
without further enquiry upon, any instruction, notice
or request of any person(s) who is or who the
Sub-Adviser reasonably believes in good faith to be
person(s) designated by CSAM or the Fund to give such
instruction, notice or request, and further provided
that such instruction, notice or request is made in
writing and sent by original signed letter, facsimile
or electronic means in accordance with the provisions
of Clause 14.1.
14.3 CSAM and the Fund will provide a list of
person(s) who are authorized to give instructions and
sign documents and take other actions in respect of
the Assets. CSAM of 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
16.1 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.
16.2 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.
16.3 Nothing herein shall be construed to make
the Sub-Adviser an agent of CSAM or the Fund.
16.4 This Agreement may be executed in
counterparts, with the same effect as if the
signatures were upon the same instrument.
******************
[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: ____________________
_____________
Name: Xxx Xxxxxx
Title: Managing
Director
THE EMERGING MARKETS TELECOMMUNICATIONS FUND, INC.
By: _______________________
__________
Name: Xxxxxxx X.
Xxxxxxxxx
Title: Chief
Financial Officer
CREDIT SUISSE ASSET
MANAGEMENT (AUSTRALIA) LIMITED,
ABN 57 007 305 384, in accordance with its Articles
of Association
______________________________
Xxxxxx XxXxxxxx
Director
______________________________
Xxxxxxx Xxxxxxxx
Director/Secretary
SCHEDULE A
CSAM will pay the Sub-Adviser a fee of $480,000
(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.
The portion of the Total Fee allocable with respect
to the Fund for any calendar quarter or portion
thereof is equal to the product of (a) the Total
Fee and (b) a fraction: (i) the numerator of
which is the average monthly net assets of the
Fund during such calendar quarter or portion
thereof and (ii) the denominator of which is
the sum of the total aggregate average monthly
net assets of the Fund and other registered
investment companies for which the Sub-Adviser
has been appointed as such during such calendar
quarter or portion thereof.
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