CSAM INVESTMENT ADVISORY AGREEMENT
__________ __, 2002
Credit Suisse Asset Management, LLC
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
Credit Suisse Strategic Small Cap 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 0.95% 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 June 26, 2001, 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 "Warburg", "Warburg Pincus", "CS", "CSFB", "CSAM", "Credit
Suisse" or "Credit Suisse Warburg Pincus" (or any combination thereof) 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 "Warburg" ,
"Warburg Pincus" "CS", "CSFB", "CSAM", "Credit Suisse" or "Credit Suisse Warburg
Pincus" (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 "Warburg" "Warburg Pincus", "CS", "CSFB", "CSAM", "Credit Suisse" or
"Credit Suisse Warburg Pincus" (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 STRATEGIC SMALL
CAP FUND, INC.
By: _______________________
Name: ________________
Title: _______________
Accepted:
CREDIT SUISSE ASSET MANAGEMENT, LLC
By: _______________________
Name: ______________
Title: _______________
