AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
March 23, 2001 as Amended and Restated May 3, 2004
CREDIT SUISSE CAPITAL FUNDS
CREDIT SUISSE OPPORTUNITY FUNDS
CREDIT SUISSE HIGH YIELD BOND FUND
Credit Suisse Asset Management, LLC
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Dear Sirs:
Each of the Credit Suisse Capital Funds, a Massachusetts business
trust, the Credit Suisse Opportunity Funds, a Delaware business trust,
(collectively, the "Series Funds"), for and on behalf of each of their
respective series listed on Annex I hereto, which may be amended from time to
time, (each, a "Series" and, collectively, the "Series"), and the Credit Suisse
High Yield Bond Fund (the "High Yield Bond Fund"), a Delaware business trust
(each, a "Fund", and collectively, the "Funds"), herewith confirms its agreement
with Credit Suisse Asset Management, LLC (the "Adviser") as follows:
1. Investment Description; Appointment
Each of the Series Funds, on behalf of their respective Series,
and the High Yield Bond Fund desires to employ the capital of such Series or
Fund by investing and reinvesting in investments of the kind and in accordance
with the limitations specified in its Agreement and Declaration of Trust, as may
be amended from time to time, and in the Funds' Prospectus(es) and Statement(s)
of Additional Information, if any, 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 each Series or
Fund. Copies of the Funds' Prospectuses and SAIs have been or will be submitted
to the Adviser. The Funds desire to employ and hereby appoint the Adviser to act
as investment adviser to each of the Series or Funds. 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 each Series and Fund, the Adviser will (a) act in strict conformity with the
Funds' Agreements and Declarations 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 such Series' or Fund's assets in accordance
with such Series' or Fund's investment objective and policies as stated in
the Funds' Prospectuses and SAIs, (c) make investment decisions for such Series
or Fund, (d) place purchase and sale orders for securities on behalf of such
Series or Fund, (e) exercise voting rights in respect of portfolio securities
and other investments for such Series or Fund, and (f) monitor and evaluate the
services provided by such Series' or 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 such Series' or Fund's investments and conduct a continual
program of investment, evaluation and, if appropriate, sale and reinvestment of
such Series' or Fund's assets. In addition, the Adviser will furnish each Series
and Fund with whatever statistical information such Series or Fund may
reasonably request with respect to the securities that such Series or Fund may
hold or contemplate purchasing.
Subject to the approval of the Board of Trustees of each of the
Series Funds and where required, such Series Fund's shareholders, the Adviser
may engage an investment sub-adviser or sub-advisers to provide advisory
services in respect of such Series 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 such Series 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 such Series and the Series' Board of Trustees and subject to the
requirements of the 1940 Act.
3. Brokerage
In executing transactions for each Series and 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 each Series and 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 each Series and Fund informed of developments
materially affecting such Series or Fund, and will, on its own initiative,
furnish such Series or 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 any
Series or 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 each Fund and Series or to shareholders of
such Series or 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, each Series and Fund will pay the Adviser the annual fee applicable
to such Series or Fund calculated at an annual rate set forth on Annex I hereto
of such Series' or 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 each Series' and Fund's net assets
shall be computed at the times and in the manner specified in such Series' or
Fund's Prospectus or SAI.
With respect to the Credit Suisse Capital Funds, such fee shall be
accrued daily and be payable in arrears on the last day of each calendar month
for services performed hereunder during such month. With respect to the Credit
Suisse Opportunity Funds , such fee shall be calculated and payable monthly. The
fee for the Credit Suisse High Yield Bond Fund shall be computed and payable
monthly, at the annual rate set forth for the DLJ High Yield Bond Fund on Annex
I hereto, of the average weekly value of such Fund's total assets minus the sum
of accrued liabilities (other than aggregate indebtedness constituting
leverage).
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.
Each Series and 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 such Series or 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 Series or Fund; Securities
and Exchange Commission fees and state blue sky qualification fees; charges of
custodians and transfer and dividend disbursing agents; such Series' or Fund's
proportionate share of insurance premiums; outside auditing and legal expenses;
costs of maintenance of such Series' or 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
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shareholders of such Series or Fund and of the officers or Board of Trustees of
such Series or Fund; and any extraordinary expenses.
Each Series and Fund will be responsible for nonrecurring expenses
which may arise, including costs of litigation to which such Series or Fund is a
party and of indemnifying officers and Trustees of such Series or Fund with
respect to such litigation and other expenses as determined by the Trustees.
8. Services to Other Companies or Accounts
Each Fund and Series 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 such Series or Fund has no objection to the Adviser
so acting, provided that whenever such Series or 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. Each Series and Fund recognizes that in some cases this procedure may
adversely affect the size of the position obtainable for such Series or Fund. In
addition, each Series and 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) (i) in the case of a Series, the
Board of Trustees of the Fund of which such Series is a part or (ii) in the case
of the High Yield Bond Fund, the Board of Trustees of the Fund or (b) a vote of
a "majority" (as defined in the 0000 Xxx) of each Series' and Fund's outstanding
voting securities, provided that in either event the continuance is also
approved by a majority of the Board of Trustees of the applicable Fund, 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 with respect to a Series or Fund,
without penalty, on 60 days' written notice, by the Board of Trustees of such
Series and Fund or by vote of holders of a majority of such Series' or 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 Funds represent that copies of their Agreements and
Declarations of Trust, together with all amendments thereto, are on file in such
state where such Fund is registered.
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11. Use of Names
The Funds recognize 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" 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 a Series or Fund, such Series or Fund agrees that, at the Adviser's
request, such Series' or Fund's license to use the words "CS", "CSFB", "CSAM" or
"Credit Suisse" will terminate and that such Series or Fund will take all
necessary action to change the name of such Series or 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 a Fund by an officer of such Fund in his capacity as an officer and
not individually. It is understood and expressly stipulated that none of the
Trustees or shareholders of any Fund shall be personally liable hereunder.
Neither the Trustees, officers, agents nor shareholders of any Fund assume any
personal liability for obligations entered into on behalf of a Fund. All persons
dealing with a Fund must look solely to the property of such Fund for the
enforcement of any claims against such 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
CREDIT SUISSE OPPORTUNITY FUNDS
CREDIT SUISSE HIGH YIELD BOND FUND
By: /s/Xxx Xxxxxx
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Name: Xxx Xxxxxx
Title: Vice President and Secretary
Accepted:
CREDIT SUISSE ASSET MANAGEMENT, LLC
By: /s/Xxx Xxxxxx
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Name: Xxx Xxxxxx
Title: Managing Director
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ANNEX I
TO INVESTMENT ADVISORY AGREEMENT
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ANNUAL FEE RATE
(AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS OF
SERIES OR FUND SUCH SERIES OR FUND, AS APPLICABLE)
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Credit Suisse Large Cap Value Fund (a series of the Credit .75 of 1% of the first $75,000,000; .50 of 1%
Suisse Capital Funds) over $75,000,000
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Credit Suisse Small Company Value Fund (a series of the .875 of 1% of the first $100,000,000; .75 of 1%
Credit Suisse Capital Funds) of the next $100,000,000, and .625 of 1% over
$200,000,000
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Credit Suisse High Income Fund (a series of the Credit .70 of 1% of the first $100,000,000; .50 of 1%
Suisse Opportunity Funds) over $100,000,000
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Credit Suisse US Government Money Fund (a series of the .40 of 1% of the first $1,000,000,000; .35 of
Credit Suisse Opportunity Funds) 1% over $1,000,000,000
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Credit Suisse Municipal Money Fund (a series of the Credit .40 of 1% of the first $1,000,000,000; .35 of
Suisse Opportunity Funds) 1% over $1,000,000,000
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Credit Suisse High Yield Bond Fund 1% (1)
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1 The fee is computed at the annual rate of 1% of the average weekly value of
the fund's total assets minus the sum of accrued liabilities (other than
aggregate indebtedness constituting leverage).
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