Exhibit 77Q1e
INVESTMENT ADVISORY AGREEMENT
October 1, 2006
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 a monthly
base fee of 1/12 of 1.20% of the average daily closing
net asset value of the Fund (the "Base Fee"), adjusted
by a performance fee as set forth in Schedule A. For
any period less than a month during which this Agreement
is in effect, the base fee shall be prorated according
to the proportion which such period bears to a full
month. 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" 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"
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" 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/Xxxxxx X. Plump
Name:Xxxxxx X. Plump
Title: Chief Executive Officer/President
Accepted:
CREDIT SUISSE ASSET MANAGEMENT, LLC
By: /s/Xxxxxx X. Plump
Name: Xxxxxx X. Plump
Title: Managing Director
SCHEDULE A
PERFORMANCE ADJUSTMENT
Beginning with the Base Fee payable for ______ 2006
and in month 13 from the date of this agreement, the
Base Fee shall be adjusted monthly based upon the
investment performance of the Fund's Class A shares
in relation to the cumulative investment record of
the Fund's benchmark, the MSCI Emerging Markets Free
Index (the "Index"), over the "Performance Period"
(such adjustment being referred to herein as the
"Performance Adjustment"). The "Performance Period"
is defined as the shorter of (a) the period from the
date of this Agreement through the end of the month
for which the fee is being calculated and (b) the
36-month period preceding the end of the month for
which the fee is being calculated.
The Performance Adjustment shall be calculated by
subtracting the investment record of the Index from
the investment performance of the Fund's Class A
shares. If there is less than a 1.00% difference
(plus or minus) between the investment performance
of the Fund's Class A shares and the investment
record of the Index, the Fund pays the Adviser the
Base Fee with no adjustment. If the difference
between the investment performance of the Fund's
Class A shares and the investment record of the
Index is 1.00% or greater during any Performance
Period, the Base Fee will be subject to an upward
or downward performance adjustment of 1/12 of 0.10%
for every full 1.00% increment by which the Fund's
Class A shares outperform or underperform the Index.
The maximum percentage used in calculating the
Performance Adjustment (positive or negative) in any
month is 1/12 of 0.20%. The Performance Adjustment is
applied against the Fund's average daily net assets
during the Performance Period.
For purposes of computing the Base Fee and the
Performance Adjustment, net assets are averaged over
different periods (average daily net assets during
the relevant month for the Base Fee versus average
daily net assets during the Performance Period for
the Performance Adjustment). The Base Fee is
calculated and accrued daily. The Performance
Adjustment is accrued and calculated daily. The
investment advisory fee is paid monthly in arrears.
The average daily net asset value of the Fund, or
any class thereof, shall be determined in the manner
set forth in the Trust's Declaration of Trust, Bylaws
and registration statement, each as may be amended
from time to time.
The investment performance of the Fund's Class A
shares will be the sum
of:
(1) the change in the Fund's net asset value
("NAV") per Class A share
during the Performance Period; plus
(2) the value of the Fund's cash distributions
per Class A share accumulated to the end of the
Performance Period; plus
(3) the value of capital gains taxes per Class
A share paid or payable on undistributed realized
long-term capital gains accumulated to the end of
the Performance Period; expressed as a percentage of
the NAV per Class A share at the beginning of the
Performance Period. For this purpose, the value of
distributions per Class A share of realized capital
gains, of dividends per Class A share paid from
investment income and of capital gains taxes per
Class A share paid or payable on undistributed
realized long-term capital gains shall be treated
as reinvested in Class A shares of the Fund at the
NAV in effect at the close of business on the record
date for the payment of such distributions and
dividends and the date on which provision is made
for such taxes, after giving effect to such
distributions, dividends and taxes.
The investment record of the Index will be the sum of:
(1) the change in the level of the Index during
the Performance Period; plus
(2) the value, computed consistently with the
Index,
of cash distributions made by companies whose
securities comprise the Index accumulated to the
end of the Performance Period; expressed as a
percentage of the Index level at the beginning of
the Performance Period. For this purpose, cash
distributions on the securities which comprise
the Index shall be treated as reinvested in the
index at least as frequently as the end of each
calendar quarter following the payment of the
dividend.
From time to time, subject to compliance with
applicable law, the Trustees may, by vote of
the Trustees of the Trust voting in person,
including a majority of the Trustees who are not
parties to this Agreement or "interested persons"
(as defined in the 0000 Xxx) of any such parties,
determine that a class of shares of the Fund other
than Class A is the most appropriate for use in
calculating the Performance Adjustment. If a
different class of shares ("Successor Class") is
substituted for Class A in calculating the
Performance Adjustment, the use of that Successor
Class of shares for purposes of calculating the
Performance Adjustment may apply to the entire
Performance Period so long as such Successor
Class was outstanding at the beginning of
such period. If the Successor Class of shares
was not outstanding for all or a portion of
the Performance Period, it may only be used
in calculating that portion of the Performance
Adjustment attributable to the period during
which such Successor Class was outstanding and
any prior portion of the Performance Period
shall be calculated using the class of shares
previously designated.
