Exhibit 77.Q1e
AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
December 30, 2004 as Amended and Restated
August 14, 2012 and May 6, 2013
CREDIT SUISSE COMMODITY STRATEGY FUNDS
Credit Suisse Asset Management, LLC
Xxx Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Dear Sirs:
Credit Suisse Commodity Strategy Funds, a Delaware
business trust (formerly, Credit Suisse Commodity Return Strategy
Fund) (the "Fund"), for and on behalf of its series listed on
Annex I hereto, which may be amended from time to time (each,
a "Series" and, collectively, the "Series"), herewith confirms
its agreement with Credit Suisse Asset Management, LLC
(the "Adviser") as follows:
1. Investment Description; Appointment
The Fund, on behalf of its respective Series, desires
to employ the capital of such Series by investing and reinvesting
in investments of the kind and in accordance with the limitations
specified in its Trust Instrument, as may be amended from time to
time, and in each Series' 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
Trustees of the Fund. Copies of each Series' 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 each Series. 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 the Fund, the Adviser will (a) act in strict
conformity with the Fund's Trust Instrument, the Investment
Company Act of 1940, as amended, (the "1940 Act") and the
Investment Advisers Act of 1940, as the same may from time to time
be amended, (b) manage each Series' assets in accordance with such
Series' investment objective and policies as stated in the Series'
Prospectus and SAI, (c) make investment decisions for each Series,
(d) place purchase and sale orders for securities on behalf of each
Series, (e) exercise voting rights in respect of portfolio securities
and other investments for each Series, and (f) monitor and evaluate
the services provided by each Series' investment sub-adviser(s), if
any, under the terms of the applicable investment sub-advisory
agreement. In providing those services, the Adviser will provide
investment research and supervision of each Series' investments and
conduct a continual program of investment, evaluation and, if
appropriate, sale and reinvestment of such Series' assets. In
addition, the Adviser will furnish each Series with whatever
statistical information the Fund may reasonably request with
respect to the securities that such Series may hold or contemplate
purchasing.
Subject to the approval of the Board of Trustees of the
Fund and, where required, the Series' shareholders, the Adviser
may engage an investment sub-adviser or sub-advisers to provide
advisory services in respect of a 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 each Series with the
services required to be performed by such investment
sub-adviser(s) under the applicable investment sub-advisory
agreement(s) or arranging for a successor investment
sub-adviser(s) to provide such services on terms and
conditions acceptable to the Series and the Fund's Board of
Trustees and subject to the requirements of the 1940 Act.
3. Brokerage
In executing transactions for each Series, 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/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 informed of
developments materially affecting such Series, and will, on
its own initiative, furnish such Series 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 a Series 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
Series or to shareholders of such Series 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 will pay the Adviser an annual
fee applicable to such Series calculated at an annual rate set
forth on Annex I hereto of such Series' average daily net assets.
The fee for the period from the date of this Agreement to the
end of the calendar 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' net assets shall be
computed at the times and in the manner specified in such
Series' 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. Each
Series 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, any sub-adviser, or any of their affiliates; fees of
any pricing service employed to value shares of the Series;
Securities and Exchange Commission fees and state blue sky
qualification fees; charges of custodians and transfer and
dividend disbursing agents; each Series proportionate share
of insurance premiums; outside auditing and legal expenses;
costs of maintenance of each Series' 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
such Series and of the officers or Board of Trustees of the
Fund; and any extraordinary expenses.
Each Series 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 such Series 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 a Series 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 Series. 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 with respect to
each Series for an initial two-year period from the
commencement date for the Series, specified in Annex I,
and thereafter shall continue automatically for successive
annual periods, provided such continuance is specifically
approved at least annually by (a) the Board of Trustees of
the Fund or (b) a vote of a "majority" (as defined in the
0000 Xxx) of the Series' outstanding voting securities,
provided that in either event the continuance is also
approved by a majority of the Board of Trustees 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, with respect
to a Series, on 60 days' written notice, by the Board of
Trustees of the Fund or by vote of holders of a majority
of the Series 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 Trust
Instrument, dated May 18, 2004, together with all amendments
thereto, is on file in the State of Delaware.
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 trusts (including other investment companies) and that
such other corporations and business trusts may include the
name "CS","CSAM" or "Credit Suisse" (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 or trusts. If the Adviser ceases
to act as the investment adviser of a Series' shares, the
Fund agrees that, at the Adviser's request, such Series'
license to use the words "CS","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","CSAM"
or "Credit Suisse" (or any combination thereof).
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 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 obligation entered into on behalf of the
Fund. All persons dealing with a Fund must look solely
to the property of such 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 COMMODITY STRATEGY FUNDS
By:/s/Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Secretary
Accepted:
CREDIT SUISSE ASSET MANAGEMENT, LLC
By: /s/Xxxx Xxxx
Name: Xxxx Xxxx
Title: Managing Director
ANNEX I
TO INVESTMENT ADVISORY AGREEMENT
Annual Fee Rate
(as a percentage of
average daily net
Series assets of such Series) Commencement Date
Credit Suisse
Commodity ACCESS
Strategy Fund 0.80% August 14, 2012
Credit Suisse
Commodity Return
Strategy Fund 0.50% December 30, 2004
Credit Suisse
Gold and Income
Strategy Fund 0.80% May 6, 2013
