Exhibit 77Q1(e)
AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
CREDIT SUISSE HIGH YIELD BOND FUND
November 15, 2016
Credit Suisse Asset Management, LLC
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Dear Sirs:
Credit Suisse High Yield Bond Fund (the "Fund"), a
Delaware business trust, herewith confirms its agreement with
Credit Suisse Asset Management, LLC (the "Adviser") as
follows:
1. Investment Description; Appointment
The Fund desires to employ its capital 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 its Prospectus and Statement 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 the Fund (the "Board"). 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, the Adviser will:
(a) act in strict conformity with the Fund's
Agreement and 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 and monitor the Fund's assets in
accordance with the Fund's investment
objective, policies and restrictions as stated in
the Fund's Prospectus and SAI;
(c) make investment decisions for the Fund and
oversee risks of such investments;
(d) place purchase and sale orders for securities and
other investments on behalf of the Fund;
(e) exercise voting rights in respect of portfolio
securities and other investments for the Fund;
(f) furnish such statistical information the Fund may
reasonably request with respect to the
investments that the Fund may hold or
contemplate purchasing;
(g) apprise the Board of important developments
materially affecting the Fund;
(h) furnish to third-party data reporting services all
currently available standardized performance
information and other customary data;
(i) provide other information and services required
in connection with the preparation and filing
with regulatory authorities of all registration
statements and Prospectuses, Prospectus
supplements, SAIs, and annual, semi-annual and
periodic reports to shareholders of the Fund;
(j) assist in supervising all aspects of the Fund's
operations, except those performed by other
parties pursuant to written agreements with the
Fund;
(k) act as liaison between the Fund and the Fund's
independent registered public accountants,
counsel, custodian or custodians, transfer agent
and administrator, and take all reasonable action
to assure that all necessary and reasonably
requested information is made available to each
of them; make reports and recommendations to
the Board regarding the performance of service
providers; and actively participate with other
relevant parties in the resolution of matters raised
affecting the Fund and its operations;
(l) act as liaison with the SEC and other regulators
in relation to inquiries and inspections relating to
the Fund;
(m) perform certain legal duties for the Fund; retain
and manage outside counsel as appropriate;
(n) provide infrastructure and support services to the
Fund;
(o) perform valuation services with respect to
investments held by the Funds to the extent not
provided by other service providers;
(p) respond to Fund shareholder complaints and
shareholder inquiries as requested by the Fund's
transfer agent; and
(q) prepare reports and provide information
regarding the Fund as reasonably requested by
the Board or by other Fund service providers.
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.
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
("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% of the first
$250,000,000 and 0.75 of 1% over $250,000,000 of the
average weekly value of the Fund's total assets minus the sum
of accrued liabilities (other than aggregate indebtedness
constituting leverage). The fee shall be computed and payable
monthly.
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.
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 Fund
who are not officers, directors, or employees of the 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; 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
Trustees of the Fund with respect to such litigation and other
expenses as determined by the Trustees.
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
With respect to the Fund, this Agreement shall
continue for an initial period of one year 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 or (b) a vote of a "majority" (as defined in the ▇▇▇▇
▇▇▇) of the Fund's outstanding voting securities, provided that
in either event the continuance is also approved by a majority
of the Board, 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 the
Fund, without penalty, on 60 days' written notice, by the
Board 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 Agreement
and Declaration of Trust, together with all amendments
thereto, is on file in such state where the Fund is registered.
11. Use of Names
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" 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,
the Fund agrees that, at the Adviser's request, the Fund's
license to use the words "CS" or "Credit Suisse" 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".
12. Miscellaneous
Notice is hereby given that this Agreement is
entered into on behalf of the Fund by an officer of the Fund in
his capacity as an officer and not individually. It is
understood and expressly stipulated that none of the Trustees
or shareholders of the Fund shall be personally liable
hereunder. Neither the Trustees, officers, agents nor
shareholders of the 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.
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 HIGH
YIELD BOND FUND
By:
/s/▇▇▇▇▇ ▇▇▇▇▇
Name:
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Title:
Senior Vice President and
Secretary
Accepted:
CREDIT SUISSE ASSET MANAGEMENT, LLC
By:
/s/▇▇▇▇ ▇▇▇▇
Name:
▇▇▇▇ ▇▇▇▇
Title:
Managing Director
