Exhibit 77Q1e
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 Mid-Cap Growth 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 0.90% 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 November 12, 1987, 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 MID-CAP GROWTH 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
