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 Fixed Income Fund (the "Fund"), a business trust
organized under the laws of the Commonwealth of Massachusetts, 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 Agreement and Declaration of Trust, 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 Trustees
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 Trustees of the
Fund, 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 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 Trustees 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 Trustees
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 0.50% 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. 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, 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 Trustees 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 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 whateverkind 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 Trustees 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 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,
on 60 days' written notice, by the Board of Trustees 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 Agreement and Declaration of Trust,
dated January 20, 1987, together with all amendments thereto, is on file in
the office of the Secretary of State of the Commonwealth of Massachusetts.
11. Limitation of Liability
It is expressly agreed that this Agreement was executed by or on behalf
of the Fund and not by the Trustees of the Fund or its officers individually,
and the obligations of the Fund hereunder shall not be binding upon any of
the Trustees, shareholders, nominees, officers, agents or employees of the
Fund individually, but bind only the assets and property of the Fund, as
provided in the Agreement and Declaration of Trust of the Fund. The
execution and delivery of this Agreement have been authorized by the
Trustees and the sole shareholder of the Fund and signed by an authorized
officer of the Fund, acting as such, and neither such authorization by such
Trustees and shareholder nor such execution and delivery by such officer
shall be deemed to have been made by any of them individually or to
impose any liability on any of them personally, but shall bind only the trust
property of the Fund as provided in its Agreement and Declaration of Trust.
12. 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 FIXED INCOME FUND
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
