AMENDED AND RESTATED
SUB-INVESTMENT ADVISORY AGREEMENT
July 14, 2000 as Amended and Restated May 3, 2004
Credit Suisse Asset Management Limited
Beaufort House
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Dear Sirs:
Credit Suisse Trust (the "Fund"), a corporation organized and
existing under the laws of the State of Maryland, with respect to the Emerging
Markets Portfolio, a duly organized series thereof (the "Portfolio"), and Credit
Suisse Asset Management, LLC, as investment adviser to the Trust ("CSAM"),
herewith confirms their agreement with Credit Suisse Asset Management Limited
(the "Sub-Adviser"), a corporation organized under the laws of England, as
follows:
1. Investment Description; Appointment
The Fund desires to employ the capital of the Portfolio by
investing and reinvesting in securities of the kind and in accordance with the
limitations specified in the Fund's Articles of Incorporation, as may be amended
from time to time (the "Articles of Incorporation"), and in the Portfolio'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 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 with
respect to the Portfolio 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 Portfolio'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 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:
(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) if requested by CSAM place purchase and sale orders
for securities on behalf of the Portfolio 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 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 Portfolio 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
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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 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 Portfolio 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 Portfolio and the
Sub-Adviser's other investment advisory clients.
(d) In connection with the purchase and sale of securities for
the Portfolio, the Sub-Adviser will provide such information as may be
reasonably necessary to enable the custodian and co-administrators to perform
their administrative and record-keeping responsibilities with respect to the
Portfolio.
4. Disclosure Regarding the Sub-Adviser
(a) The Sub-Adviser has reviewed the disclosure about the
Sub-Adviser contained in the Fund's registration statement and represents and
warrants that, with respect to such disclosure about the Sub-Adviser or
information related, directly or indirectly, to the Sub-Adviser, such
registration statement contains, as of the date hereof, no untrue statement of
any material fact and does not omit any statement of a material fact which is
required to be stated therein or necessary to make the statements contained
therein not misleading.
(b) The Sub-Adviser agrees to notify 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,
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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 Portfolio, promptly upon preparation thereof, copies of all
amendments or restatements of such document.
5. Certain Representations and Warranties of the Sub-Adviser
(a) The Sub-Adviser represents and warrants that it is a duly
registered investment adviser under the Advisers Act, a duly registered
investment adviser in any and all states of the United States in which the
Sub-Adviser is required to be so registered and has obtained all necessary
licenses and approvals in order to perform the services provided in this
Agreement. The Sub-Adviser covenants to maintain all necessary registrations,
licenses and approvals in effect during the term of this Agreement.
(b) The Sub-Adviser represents that it has read and
understands the Prospectus and SAI and warrants that in investing the
Portfolio's assets it will use all reasonable efforts to adhere to the
Portfolio's investment objectives, policies and restrictions contained therein.
(c) The Sub-Adviser represents that it has adopted a written
Code of Ethics in compliance with Rule 17j-1 under the 1940 Act and will provide
the Fund with any amendments to such Code.
6. Compliance
(a) The Sub-Adviser agrees that it shall promptly notify 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.
(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.
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(c) The Fund and CSAM shall be given access to the records of
the Sub-Adviser at reasonable times solely for the purpose of monitoring
compliance with the terms of this Agreement and the rules and regulations
applicable to the Sub-Adviser relating to its providing investment advisory
services to the Portfolio, including without limitation records relating to
trading by employees of the Sub-Adviser for their own accounts and on behalf of
other clients. The Sub-Adviser agrees to cooperate with the Portfolio and 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 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.
(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 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
Portfolio all records and other information relative to 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.
(c) The Sub-Adviser represents and warrants that neither it
nor any affiliate will use the name of 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 Portfolio 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 Portfolio or CSAM
in connection with the matters to which
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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 Portfolio or CSAM or to shareholders of the Portfolio to which the
Sub-Adviser would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence on its part in the performance of its duties or by
reason of the Sub-Adviser's reckless disregard of its obligations and duties
under this Agreement. The Fund and 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 Portfolio 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."
Fees shall cease to accrue under the previous compensation
structure on May 14, 2002 and such fees shall be paid to the Sub-Adviser as soon
as practicable after the end of the month of May 2002.
11. Expenses
(a) The Sub-Adviser will bear all expenses in connection with
the performance of its services under this Agreement, which shall not include
the Portfolio's expenses listed in paragraph 11(b).
(b) The Portfolio will bear certain other expenses to be
incurred in its operation, including: investment advisory and administration
fees; taxes, interest, brokerage fees and commissions, if any; fees of Directors
of the Portfolio 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 Portfolio; SEC fees, state Blue Sky qualification fees
and any foreign qualification fees; charges of custodians and transfer and
dividend disbursing agents; the Portfolio's proportionate share of insurance
premiums; outside auditing and legal expenses; costs of maintenance of the
Portfolio's existence; costs attributable to investor services, including,
without limitation, telephone and personnel expenses; costs of preparing and
printing prospectuses and statements of additional information for regulatory
purposes and for distribution to existing shareholders; costs of shareholders'
reports and meetings of the shareholders of the Portfolio and of the officers or
Board of Directors of the Fund; and any extraordinary expenses.
12. Term of Agreement
This Agreement shall 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"
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(as defined in the ▇▇▇▇ ▇▇▇) of the Portfolio's outstanding voting securities,
provided that in either event the continuance is also approved by a majority of
the Board of Directors who are not "interested persons" (as defined the ▇▇▇▇
▇▇▇) 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 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 ▇▇▇▇ ▇▇▇) by any
party hereto. In the event of termination of this Agreement for any reason, all
records relating to the Portfolio kept by the Sub-Adviser shall promptly be
returned to 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 Portfolio and (b) the Board of Directors of
the Fund, including a majority of Directors who are not "interested persons" (as
defined in the ▇▇▇▇ ▇▇▇) of the Fund or of either party to this Agreement, by
vote cast in person at a meeting called for the purpose of voting on such
approval, if such approval is required by applicable law.
14. Notices
All communications hereunder shall be given (a) if to the
Sub-Adviser, to Credit Suisse Asset Management Limited, Beaufort House, ▇▇ ▇▇.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇), telephone:
▇▇-▇▇-▇▇▇▇-▇▇▇▇, telecopy: ▇▇-▇▇-▇▇▇▇-▇▇▇▇, (b) if to CSAM, to Credit Suisse
Asset Management, LLC, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
(Attention: ▇▇▇ ▇▇▇▇▇▇), telephone: (▇▇▇) ▇▇▇-▇▇▇▇, telecopy: (▇▇▇) ▇▇▇-▇▇▇▇,
and (c) if to the Portfolio, c/o Credit Suisse Funds, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, telephone: (▇▇▇) ▇▇▇-▇▇▇▇, telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
(Attention: President).
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.
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(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, the Portfolio or the Fund.
(d) This Agreement may be executed in counterparts, with the
same effect as if the signatures were upon the same instrument.
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[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/▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
CREDIT SUISSE TRUST on behalf of its
EMERGING MAKETS PORTFOLIO
By: /s/▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇▇
Title: Vice President and Secretary
CREDIT SUISSE ASSET
MANAGEMENT LIMITED
By: /s/▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Director
CREDIT SUISSE ASSET
MANAGEMENT LIMITED
By: /s/▇. ▇▇▇▇▇▇▇▇
----------------
Name: ▇. ▇▇▇▇▇▇▇▇
Title: Director (Legal)
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SCHEDULE A
CSAM will pay the Sub-Adviser a fee of $250,000 per annum (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 Portfolio 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
Portfolio 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 Portfolio during such
calendar quarter or portion thereof and (ii) the denominator of which
is the aggregate average monthly net assets of the Portfolio and other
registered investment companies for which the Sub-Adviser has been
appointed as such during such calendar quarter or portion thereof
(rounded to the nearest thousand dollars).
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