AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
July 6, 1999, as Amended and Restated May 3, 2004
Credit Suisse Asset Management, LLC
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Dear Sirs:
Credit Suisse Emerging Markets Fund, Inc. (the "Fund"), a corporation
organized and existing under the laws of the State of Maryland, herewith
confirms its agreement with Credit Suisse Asset Management, LLC
(the "Adviser") as follows:
1. Investment Description; Appointment
The Fund 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 Articles of Incorporation, as may be amended
from time to time, 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 Fund's Prospectus and SAI have been or will be submitted
to the Adviser. The Fund 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 Directors of
the Fund, the Adviser will (a) act in strict conformity with the
Fund's Articles of Incorporation, 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 objective and policies as stated
in the Fund's Prospectus and SAI, (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 Fund with whatever statistical information
the Fund may reasonably request with respect to the securities that the
Fund may hold or contemplate purchasing.
Subject to the approval of the Board of Directors of the Fund and
where required, the Fund'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 Fund's Board of Directors 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 Fund
The Adviser will keep the Fund informed of developments materially
affecting the Fund, and will, on its own initiative, furnish the
Fund 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 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 Fund
or to shareholders of 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.
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 of 1.25% 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. 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 Fund's Prospectus or SAI.
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 Directors
of the Fund 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 Directors of the Fund; and any extraordinary expenses.
The Fund 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 Directors of the Fund with respect to such
litigation and other expenses as determined by the Directors.
8. Services to Other Companies or Accounts
The Fund 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 Fund 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 accordance with a formula believed to be equitable
to each entity. The Fund recognizes that in some cases this
procedure may adversely affect the size of the position obtainable
for the Fund. In addition, the Fund understands that the
persons employed by the Adviser to assist in the performance
of the Adviser's duties hereunder 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 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 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 Directors of the Fund 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 Fund
The Fund represents that a copy of its Articles of Incorporation,
dated December 22, 1993, together with all amendments thereto,
is on file in the Department of Assessments and Taxation of the
State of Maryland.
11. Miscellaneous
The Fund recognizes that directors, officers and employees of the
Adviser may from time to time serve as directors, 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" (or any combination thereof or 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 Fund
agrees that, at the Adviser's request,
the Fund's license to use the words "CS", "CSFB", "CSAM" or
"Credit Suisse" or any combination thereof) will terminate and
that the Fund will take all necessary action to change the
name of the Fund to names not including the words "CS", "CSFB",
"CSAM" or "Credit Suisse" (or any combination thereof).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 EMERGING MARKETS FUND, INC.
By: /s/Xxx Xxxxxx
Name: Xxx Xxxxxx
Title: Vice President and
Secretary
Accepted:
CREDIT SUISSE ASSET MANAGEMENT, LLC
By: /s/Xxx Xxxxxx
Name: Xxx Xxxxxx
Title: Managing Director
