INVESTMENT ADVISORY AGREEMENT
September 12, 2001 as Amended and Restated February 21, 2005
Credit Suisse Asset Management, LLC
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000 3140
Dear Sirs:
Credit Suisse Trust (the "Trust"), a business trust organized under the
laws of The Commonwealth of Massachusetts, is an open-end, management
investment company that currently offers eight portfolios, one of which
is the Small Cap Value Portfolio (the "Portfolio"). The Trust on behalf
of the Portfolio herewith confirms its agreement with Credit Suisse Asset
Management, LLC (the "Adviser") as follows:
1. Investment Description; Appointment
The Trust desires to employ the capital of the Portfolio by investing
and reinvesting in investments of the kind and in accordance with the
limitations specified in its Declaration of Trust, as may be amended
from time to time, and in the Trust's Prospectus and Statement of
Additional Information relating to the Portfolio 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 Trust. Copies of the Trust's
Prospectus and SAI relating to the Portfolio have been or will be
submitted to the Adviser. The Trust desires to employ and hereby
appoints the Adviser to act as investment adviser to the Portfolio.
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 Trust, the Adviser will (a) act in strict conformity with the
Trust'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 Portfolio's
assets in accordance with the Portfolio's investment objective and
policies as stated in the Trust's Prospectus and SAI relating to the
Portfolio, (c) make investment decisions for the Portfolio, (d) place
purchase and sale orders for securities on behalf of the Portfolio,
(e) exercise voting rights in respect of portfolio securities and other
investments for the Portfolio, and (f) monitor and evaluate the
services provided by the Portfolio'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 Portfolio's
investments and conduct a continual program of investment, evaluation
and, if appropriate, sale and reinvestment of the Portfolio's assets.
In addition, the Adviser will furnish the Trust with whatever
statistical information the Trust may reasonably request with
respect to the securities that the Portfolio may hold or contemplate
purchasing.
Subject to the approval of the Board of Trustees of the Trust and
where required, the Portfolio's shareholders, the Adviser may engage
an investment sub-adviser or sub-advisers to provide advisory services
in respect of the Portfolio 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 Trust 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 Trust
and the Trust's Board of Trustees and subject to the requirements of
the 1940 Act.
3. Brokerage
In executing transactions for the Portfolio, 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 Portfolio and/or other accounts over which
the Adviser or an affiliate exercises investment discretion.
4. Information Provided to the Trust
The Adviser will keep the Trust informed of developments materially
affecting the Portfolio, and will, on its own initiative, furnish the
Trust 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 Trust 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 Trust or the Portfolio
or to shareholders of the Trust or the Portfolio 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 Portfolio will pay the Adviser an annual fee calculated at an annual
rate of 0.88% of the Portfolio's average daily net assets for the first
$100 million, 0.75% of the Portfolio's average daily net assets for the
next $100 million, and 0.50% of the Portfolio's average daily net assets
above $200 million. 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 Portfolio's
net assets shall be computed at the times and in the manner specified
in the Trust's Prospectus or SAI relating to the Portfolio.
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 Portfolio 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 Trust who are not
officers, Trustees, or employees of the Adviser, any sub-adviser or
any of their affiliates; fees of any pricing service employed to value
shares of the Portfolio; Securities and Exchange Commission fees and
state blue sky qualification fees; charges of custodians and transfer
and dividend disbursing agents; the Portfolio's proportionate share of
insurance premiums; outside auditing and legal expenses; costs of
maintenance of the Portfolio'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 Trust and of the officers or Board of Trustees of
the Trust; and any extraordinary expenses.
The Trust will be responsible for nonrecurring expenses which may
arise, including costs of litigation to which the Portfolio is a party
and of indemnifying officers and Trustees of the Trust with respect to
such litigation and other expenses as determined by the Trustees.
8. Services to Other Companies or Accounts
The Trust 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 Trust has no objection to the
Adviser so acting, provided that whenever the Portfolio 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 Trust recognizes that in
some cases this procedure may adversely affect the size of the position
obtainable for the Portfolio. In addition, the Trust 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 Trustees
of the Trust or (b) a vote of a "majority" (as defined in the 0000 Xxx)
of the Portfolio'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 Trust or by vote of holders of a majority of the
Portfolio'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 Trust
The Trust represents that a copy of its Agreement and Declaration of
Trust, dated March 15, 1995, 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 Trust and not by the Trustees of the Trust or its officers
individually, and the obligations of the Trust hereunder shall not be
binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Trust individually, but bind only the assets
and property of the Portfolio, as provided in the Declaration of Trust
of the Trust. The execution and delivery of this Agreement have been
authorized by the Trustees and the sole shareholder of the Portfolio
and signed by an authorized officer of the Trust, 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
Portfolio as provided in its Declaration of Trust.
12. Miscellaneous
The Trust recognizes that Trustees, 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" 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 Portfolio,
the Trust agrees that, at the Adviser's request, the Trust's license to
use the words "CS", "CSFB", "CSAM" or "Credit Suisse" will terminate and
that the Trust will take all necessary action to change the name of the
Trust and the Portfolio to names not including the words "CS", "CSFB",
"CSAM" or "Credit Suisse".
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 TRUST
By: /s/J. Xxxxx Xxx
Name: J. Xxxxx Xxx
Title: Vice President and Secretary
Accepted:
CREDIT SUISSE ASSET MANAGEMENT, LLC
By: /s/Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: Deputy General Counsel and Secretary
INVESTMENT ADVISORY AGREEMENT
July 6, 1999 as Amended and Restated February 21, 2005
Credit Suisse Asset Management, LLC
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Dear Sirs:
Credit Suisse Trust on behalf of the Global Small Cap Portfolio
(the "Trust"), 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 Trust desires to employ the capital of the Trust 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 Trust'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 Trust. Copies of the Trust's Prospectus and SAI have been or will be
submitted to the Adviser. The Trust desires to employ and hereby appoints
the Adviser to act as investment adviser to the Trust. 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 Trust, the Adviser will (a) act in strict conformity with the
Trust'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 Trust's
assets in accordance with the Trust's investment objective and policies
as stated in the Trust's Prospectus and SAI, (c) make investment
decisions for the Trust, (d) place purchase and sale orders for
securities on behalf of the Trust, (e) exercise voting rights in
respect of portfolio securities and other investments for the Trust,
and (f) monitor and evaluate the services provided by the Trust'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
Trust's investments and conduct a continual program of investment,
evaluation and, if appropriate, sale and reinvestment of the Trust's
assets. In addition, the Adviser will furnish the Trust with whatever
statistical information the Trust may reasonably request with respect
to the securities that the Trust may hold or contemplate purchasing.
Subject to the approval of the Board of Trustees of the Trust and
where required, the Trust's shareholders, the Adviser may engage an
investment sub-adviser or sub-advisers to provide advisory services
in respect of the Trust 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 Trust 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 Trust and the Trust's Board of Trustees and subject
to the requirements of the 1940 Act.
3. Brokerage
In executing transactions for the Trust, 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 Trust and/or other accounts over which the
Adviser or an affiliate exercises investment discretion.
4. Information Provided to the Trust
The Adviser will keep the Trust informed of developments materially
affecting the Trust, and will, on its own initiative, furnish the
Trust 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 Trust 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 Trust or
to shareholders of the Trust 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 Trust will pay the Adviser an annual fee calculated at an annual
rate of 1.25% of the Portfolio'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 Trust's net assets shall be computed at the times and
in the manner specified in the Trust's Prospectus or SAI.
7. Expenses
The Adviser will bear all expenses in connection with the performance
of its services under this Agreement. The Trust 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 Trust 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 Trust; Securities
and Exchange Commission fees and state blue sky qualification fees;
charges of custodians and transfer and dividend disbursing agents;
the Trust's proportionate share of insurance premiums; outside
auditing and legal expenses; costs of maintenance of the Trust'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 Trust and of the officers or Board of Trustees
of the Trust; and any extraordinary expenses.
The Trust will be responsible for nonrecurring expenses which may
arise, including costs of litigation to which the Trust is a party
and of indemnifying officers and Trustees of the Trust with respect
to such litigation and other expenses as determined by the Trustees.
8. Services to Other Companies or Accounts
The Trust 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 Trust has no
objection to the Adviser so acting, provided that whenever the Trust
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 Trust
recognizes that in some cases this procedure may adversely affect the
size of the position obtainable for the Trust. In addition, the Trust
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 Trustees
of the Trust or (b) a vote of a "majority" (as defined in the 0000 Xxx)
of the Trust'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 Trust or by vote of holders of a majority of the Trust'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 Trust
The Trust represents that a copy of its Agreement and Declaration of
Trust, dated March 15, 1995, 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 Trust and not by the Trustees of the Trust or its
officers individually, and the obligations of the Trust hereunder
shall not be binding upon any of the Trustees, shareholders,
nominees, officers, agents or employees of the Trust individually,
but bind only the assets and property of the Trust, as provided in
the Agreement and Declaration of Trust of the Trust. The execution
and delivery of this Agreement have been authorized by the Trustees
and the sole shareholder of the Trust and signed by an authorized
officer of the Trust, 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 Trust as provided in
its Agreement and Declaration of Trust.
12. Miscellaneous
The Trust 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" 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 Trust's shares, the Trust agrees that, at the Adviser's request,
the Trust's license to use the words "CS", "CSFB", "CSAM" or "Credit
Suisse" will terminate and that the Trust will take all necessary
action to change the name of the Trust to names not including the
words "CS", "CSFB", "CSAM" or "Credit Suisse".
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 TRUST
ON BEHALF OF THE
GLOBAL SMALL CAP PORTFOLIO
By: /s/J. Xxxxx Xxx
Name: J. Xxxxx Xxx
Title: Vice President and Secretary
Accepted:
CREDIT SUISSE ASSET MANAGEMENT, LLC
By: /s/Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: Deputy General Counsel and Secretary
INVESTMENT ADVISORY AGREEMENT
September 12, 2001, as Amended and Restated May 17, 2005
Credit Suisse Asset Management, LLC
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000 3140
Dear Sirs:
Credit Suisse Trust (the "Trust"), a business trust organized under the
laws of The Commonwealth of Massachusetts, is an open-end, management
investment company that currently offers eight portfolios, one of which
is the Blue Chip Portfolio (the "Portfolio"). The Trust on behalf of
the Portfolio herewith confirms its agreement with Credit Suisse Asset
Management, LLC (the "Adviser") as follows:
1. Investment Description; Appointment
The Trust desires to employ the capital of the Portfolio by investing
and reinvesting in investments of the kind and in accordance with the
limitations specified in its Declaration of Trust, as may be amended
from time to time, and in the Trust's Prospectus and Statement of
Additional Information relating to the Portfolio 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 Trust. Copies of the Trust's Prospectus and SAI relating
to the Portfolio have been or will be submitted to the Adviser. The
Trust desires to employ and hereby appoints the Adviser to act as
investment adviser to the Portfolio. 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 Trust, the Adviser will (a) act in strict conformity with the
Trust'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
Portfolio's assets in accordance with the Portfolio's investment
objective and policies as stated in the Trust's Prospectus and SAI
relating to the Portfolio, (c) make investment decisions for the
Portfolio, (d) place purchase and sale orders for securities on
behalf of the Portfolio, (e) exercise voting rights in respect of
portfolio securities and other investments for the Portfolio, and
(f) monitor and evaluate the services provided by the Portfolio'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
Portfolio's investments and conduct a continual program of investment,
evaluation and, if appropriate, sale and reinvestment of the
Portfolio's assets. In addition, the Adviser will furnish the Trust
with whatever statistical information the Trust may reasonably request
with respect to the securities that the Portfolio may hold or
contemplate purchasing.
Subject to the approval of the Board of Trustees of the Trust and
where required, the Portfolio's shareholders, the Adviser may engage
an investment sub-adviser or sub-advisers to provide advisory services
in respect of the Portfolio 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 Trust 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 Trust and the Trust's Board of Trustees and subject
to the requirements of the 1940 Act.
3. Brokerage
In executing transactions for the Portfolio, 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 Portfolio and/or other accounts over which the
Adviser or an affiliate exercises investment discretion.
4. Information Provided to the Trust
The Adviser will keep the Trust informed of developments materially
affecting the Portfolio, and will, on its own initiative, furnish the
Trust 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 Trust 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 Trust or the Portfolio or to shareholders of the Trust or the
Portfolio 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 Portfolio will pay the Adviser an annual fee calculated at an
annual rate of 0.50% of the Portfolio'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 Portfolio's net assets shall
be computed at the times and in the manner specified in the Trust's
Prospectus or SAI relating to the Portfolio.
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 Portfolio 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 Trust who are not officers, Trustees, or
employees of the Adviser, any sub-adviser or any of their affiliates; fees
of any pricing service employed to value shares of the Portfolio;
Securities and Exchange Commission fees and state blue sky qualification
fees; charges of custodians and transfer and dividend disbursing agents;
the Portfolio's proportionate share of insurance premiums; outside
auditing and legal expenses; costs of maintenance of the Portfolio'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 Trust and of the officers or Board of Trustees of the Trust;
and any extraordinary expenses.
The Trust will be responsible for nonrecurring expenses which may arise,
including costs of litigation to which the Portfolio is a party and of
indemnifying officers and Trustees of the Trust with respect to such
litigation and other expenses as determined by the Trustees.
8. Services to Other Companies or Accounts
The Trust 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 Trust has no objection to the
Adviser so acting, provided that whenever the Portfolio 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 Trust recognizes that in
some cases this procedure may adversely affect the size of the position
obtainable for the Portfolio. In addition, the Trust 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 Trustees
of the Trust or (b) a vote of a "majority" (as defined in the 0000
Xxx) of the Portfolio'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 Trust or by vote of holders of a
majority of the Portfolio'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 Trust
The Trust represents that a copy of its Agreement and Declaration of
Trust, dated March 15, 1995, 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 Trust and not by the Trustees of the Trust or its
officers individually, and the obligations of the Trust hereunder
shall not be binding upon any of the Trustees, shareholders,
nominees, officers, agents or employees of the Trust individually,
but bind only the assets and property of the Portfolio, as provided
in the Declaration of Trust of the Trust. The execution and delivery
of this Agreement have been authorized by the Trustees and the sole
shareholder of the Portfolio and signed by an authorized officer of
the Trust, 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 Portfolio as provided
in its Declaration of Trust.
12. Miscellaneous
The Trust recognizes that Trustees, 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" 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 Portfolio, the Trust agrees that, at the Adviser's request,
the Trust's license to use the words "CS", "CSFB", "CSAM" or "Credit
Suisse" will terminate and that the Trust will take all necessary
action to change the name of the Trust and the Portfolio to names
not including the words "CS", "CSFB", "CSAM" or "Credit Suisse".
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 TRUST
By: /s/J. Xxxxx Xxx
Name: J. Xxxxx Xxx
Title: Vice President and Secretary
Accepted:
CREDIT SUISSE ASSET MANAGEMENT, LLC
By: /s/Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: General Counsel and Director
