INVESTMENT ADVISORY AGREEMENT
_______________, 2006
CREDIT SUISSE CAPITAL FUNDS, on behalf of
Credit Suisse U.S. Multi-Cap Research Fund
Credit Suisse Asset Management, LLC
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Dear Sirs:
Credit Suisse Capital Funds (the "Trust"), a business trust
organized and existing under the laws of the Commonwealth of Massachusetts, is
an open-end, management investment company that currently offers five
portfolios, one of which is the Credit Suisse U.S. Multi-Cap Research Fund (the
"Fund"). The Trust on behalf of the Fund herewith confirms its agreement with
Credit Suisse Asset Management, LLC (the "Adviser") as follows:
1. Investment Description; Appointment
The Trust desires to employ the capital of the Fund by
investing and reinvesting in investments of the kind and in accordance with the
limitations specified in its Declaration of Trust, as may be amended from time
to time, and in its Prospectus and Statement of Additional Information relating
to the Fund 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 Trust. Copies of the Trust's Prospectus
and SAI relating to the Fund have been or will be submitted to the Adviser. The
Trust desires to employ and hereby appoints the Adviser to act as investment
adviser to the Fund. The Adviser accepts the appointment and agrees to furnish
the services for the compensation set forth below.
2. Services as Investment Adviser
Subject to the supervision and direction of the Board of
Trustees of the Trust, the Adviser will (a) act in strict conformity with the
Trust's Declaration of Trust, the Investment Company Act of 1940 (the "1940
Act") and the Investment Advisers Act of 1940, as the same may from time to time
be amended, (b) manage the Fund's assets in accordance with the Fund's
investment objectives and policies as stated in the Trust's Prospectus and SAI
relating to the Fund, (c) make investment decisions for the Fund, (d) place
purchase and sale orders for securities on behalf of the Fund, (e) exercise
voting rights in respect of portfolio securities and other investments for the
Fund, and (f) monitor and evaluate the services provided by the Fund's
investment sub-adviser(s), if any, under the terms of the applicable investment
sub-advisory agreement(s). In providing those services, the Adviser will provide
investment research and supervision of the Fund's investments and conduct a
continual program of investment, evaluation and, if appropriate, sale and
reinvestment of the Fund's assets. In addition, the
Adviser will furnish the Trust with whatever statistical information the Trust
may reasonably request with respect to the securities that the Fund may hold or
contemplate purchasing.
Subject to the approval of the Board of Trustees of the Trust
and where required, the Trust's shareholders, the Adviser may engage an
investment sub-adviser or sub-advisers to provide advisory services in respect
of the Fund and may delegate to such investment sub-adviser(s) the
responsibilities described in subparagraphs (b), (c), (d) and (e) above. In the
event that an investment sub-adviser's engagement has been terminated, the
Adviser shall be responsible for furnishing the Fund with the services required
to be performed by such investment sub-adviser(s) under the applicable
investment sub-advisory agreements or arranging for a successor investment
sub-adviser(s) to provide such services on terms and conditions acceptable to
the Fund and the Trust's Board of Trustees and subject to the requirements of
the 1940 Act.
3. Brokerage
In executing transactions for the Fund, selecting brokers or
dealers and negotiating any brokerage commission rates, the 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 Adviser will consider
all factors it deems relevant including, but not limited to, 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, the Adviser may consider the brokerage and research services (as
those terms are defined in Section 28(e) of the Securities Exchange Act of 1934,
as the same may from time to time be amended) provided to the Fund and/or other
accounts over which the Adviser or an affiliate exercises investment discretion.
4. Information Provided to the Trust
The Adviser will keep the Trust informed of developments
materially affecting the Fund, and will, on its own initiative, furnish the
Trust from time to time with whatever information the Adviser believes is
appropriate for this purpose.
5. Standard of Care
The Adviser shall exercise its best judgment in rendering the
services listed in paragraphs 2, 3 and 4 above. The Adviser shall not be liable
for any error of judgment or mistake of law or for any loss suffered by the
Trust or the Fund in connection with the matters to which this Agreement
relates, provided that nothing herein shall be deemed to protect or purport to
protect the Adviser against any liability to the Trust or the Fund or to
shareholders of the Trust or the Fund to which the 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 Adviser's reckless
disregard of its obligations and duties under this Agreement.
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6. Compensation
In consideration of the services rendered pursuant to this
Agreement, the Fund will pay the Adviser an annual fee calculated at an annual
rate equal to 0.60% of the Fund's average daily net assets. The fee for the
period from the date of this Agreement to the end of the year shall be prorated
according to the proportion that such period bears to the full yearly period.
Upon any termination of this Agreement before the end of a year, the fee for
such part of that year shall be prorated according to the proportion that such
period bears to the full yearly period and shall be payable upon the date of
termination of this Agreement. The fee shall be accrued daily and payable
monthly in arrears. For the purpose of determining fees payable to the Adviser,
the value of the Fund's net assets shall be computed at the times and in the
manner specified in the Trust's Prospectus or SAI relating to the Fund.
7. Expenses
The Adviser will bear all expenses in connection with the
performance of its services under this Agreement, including the fees payable to
any investment sub-adviser engaged pursuant to paragraph 2 of this Agreement.
The Fund will bear its proportionate share of 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 Trust who are not officers, directors, or employees of the Adviser, any
sub-adviser or any of their affiliates; fees of any pricing service employed to
value shares of the Fund; Securities and Exchange Commission fees and state blue
sky 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 Trust;
and any extraordinary expenses.
The Trust will be responsible for nonrecurring expenses which
may arise, including costs of litigation to which the Fund is a party and of
indemnifying officers and Trustees of the Trust with respect to such litigation
and other expenses as determined by the Trustees.
8. Services to Other Companies or Accounts
The Trust understands that the Adviser now acts, will continue
to act and may act in the future as investment adviser to fiduciary and other
managed accounts and to one or more other investment companies or series of
investment companies, and the Trust has no objection to the Adviser so acting,
provided that whenever the Fund and one or more other accounts or investment
companies or portfolios advised by the Adviser have available funds for
investment, investments suitable and appropriate for each will be allocated in a
manner believed to be equitable to each entity. The Trust recognizes that in
some cases this procedure may adversely affect the size of the position
obtainable for the Fund. In addition, the Trust understands that the persons
employed by the Adviser to assist in the performance of the Adviser's duties
hereunder
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will not devote their full time to such service and nothing contained herein
shall be deemed to limit or restrict the right of the Adviser or any affiliate
of the 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 adviser to perform its services under this
Agreement.
9. Term of Agreement
This Agreement 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
Trust 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 Trustees who are not "interested
persons" (as defined in said Act) 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, on 60 days' written notice, by the
Board of Trustees of the Trust or by vote of holders of a majority of the Fund's
shares, or upon 90 days' written notice, by the Adviser. This Agreement will
also terminate automatically in the event of its assignment (as defined in said
Act).
10. Representation by the Trust
The Trust represents that a copy of its Amended and Restated
Declaration of Trust, dated February 22, 1996, together with all amendments
thereto, are on file in the Office of the Secretary of the Commonwealth of
Massachusetts.
11. Use of Names
The Trust recognizes that trustees, officers and employees of
the Adviser may from time to time serve as trustees, trustees, officers and
employees of corporations and business trusts (including other investment
companies) and that such other corporations and trusts may include the name
"CS," "CSFB," "CSAM" or "Credit Suisse" as part of their names, and that the
Adviser or its affiliates may enter into advisory or other agreements with such
other corporations and trusts. If the Adviser ceases to act as the investment
adviser of the Fund's shares, the Trust agrees that, at the Adviser's request,
the Trust's license to use the words "CS," "CSFB," "CSAM" or "Credit Suisse"
will terminate and that the Trust will take all necessary action to change the
names of the Trust and the Fund to names not including the words "CS," "CSFB,"
"CSAM" or "Credit Suisse".
12. Miscellaneous
Notice is hereby given that this Agreement is entered into on
behalf of the Trust by an officer of the Trust in his capacity as an officer and
not individually. It is understood and expressly stipulated that none of the
Trustees or shareholders of the Trust or any Fund shall be personally liable
hereunder. Neither the Trustees, officers, agents nor shareholders of the Trust
or any Fund assume any personal liability for obligations entered into on behalf
of the Fund. All persons dealing with the Fund must look solely to the property
of the Fund for the enforcement of any claims against the Fund.
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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 CAPITAL FUNDS
By:
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Name:
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Title:
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Accepted:
CREDIT SUISSE ASSET MANAGEMENT, LLC
By:
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Name:
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Title:
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