Exhibit 77Q1(e)
AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
March 23, 2001 as Amended and Restated May 3, 2004,
February 14, 2005 and December 1, 2006
CREDIT SUISSE CAPITAL FUNDS
CREDIT SUISSE OPPORTUNITY FUNDS
CREDIT SUISSE HIGH YIELD BOND FUND
Credit Suisse Asset Management, LLC
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Dear Sirs:
Each of the Credit Suisse Capital Funds, a Massachusetts
business trust, the Credit Suisse Opportunity Funds, a
Delaware business trust, (collectively, the
"Series Funds"), for and on behalf of each of their
respective series listed on Annex I hereto, which
may be amended from time to time, (each, a "Series"
and,collectively, the "Series"), and the Credit Suisse
High Yield Bond Fund (the "High Yield Bond Fund"),
a Delaware business trust (each, a "Fund", and collectively,
the "Funds"),herewith confirms its agreement with Credit
Suisse Asset Management, LLC (the "Adviser") as follows:
1.Investment Description; Appointment
Each of the Series Funds, on behalf of their respective
Series,and the High Yield Bond Fund desires to employ
the capital of such Series or 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 Funds' Prospectus(es) and Statement(s) of
Additional Information, if any, 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 each Series or Fund. Copies of the Funds' Prospectuses
and SAIs have been or will be submitted to the Adviser.
The Funds desire to employ and hereby appoint the Adviser
to act as investment adviserto each of the Series or Funds.
The Adviser accepts the appointment and agrees to furnish
the services for the compensation set forth below.
0.Xxxxxxxx as Investment Adviser
Subject to the supervision and direction of the Board
of Trustees of each Series and Fund, the Adviser will
(a) act in strict conformity with the Funds' Agreements
and Declarations 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 such Series' or
Fund's assets in accordance with such Series' or Fund's
investment objective and policies as stated in the Funds'
Prospectuses and SAIs, (c) make investment decisions for
such Series or Fund, (d) place purchase and sale orders for
securities on behalf of such Series or Fund, (e) exercise
voting rights in respect of portfolio securities and
other investments for such Series or Fund, and (f) monitor
and evaluate the services provided by such Series' or 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 such Series' or Fund's investments and
conduct a continual program of investment,evaluation and,
if appropriate, sale and reinvestment of such Series'or
Fund's assets. In addition, the Adviser will furnish each
Series and Fund with whatever statistical information such
Series or Fund may reasonably request with respect to the
securities that such Series orFund may hold or contemplate
purchasing.
subject to the approval of the Board of Trustees of each
of the SeriesFunds and where required, such Series Fund's
shareholders, the Adviser may engage an investment
sub-adviser or sub-advisers to provide
advisory services in respect of such 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 such Series 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 such Series and the Series'Board of Trustees and subject
to the requirements of the 1940 Act.
3.Brokerage
In executing transactions for each Series and 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 deemsrelevant 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 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 each Series and Fund informed of
developments materially affecting such Series or Fund,
and will, on its own initiative,furnish such Series or
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 serviceslisted 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 any Series or Fund in connection with .the matters
to which thisAgreement relates, provided that nothing
herein shall be deemed to.protect or purport to protect
the Adviser against any liability to each Fund and Series
or to shareholders of such Series or 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,each Series and Fund will pay the Adviser the
annual fee applicable to such Series or Fund calculated at
an annual rate set forth on Annex I hereto of such Series'
or 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 ofeach Series' and
Fund's net assets shall be computed at the times and in
the manner specified in such Series' or Fund's Prospectus
or SAI.With respect to the Credit Suisse Capital Funds,
such fee shall beaccrued daily and be payable in arrears
on the last day of each calendar month for services
performed hereunder during such month. With respect to the
Credit Suisse Opportunity Funds , such fee
shall be calculated and payable monthly. The fee for the Credit
Suisse High Yield Bond Fund shall be computed and payable monthly,
at the annual rate set forth for the DLJ High Yield Bond Fund on
Annex I hereto, of the average weekly value of such Fund's total
assets minus the sum of accrued liabilities (other than aggregate
indebtedness constituting leverage).
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 and 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 such
Series or 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 or Fund;
Securities and Exchange Commission fees and state blue sky
qualification fees; charges of custodians and transfer and dividend
disbursing agents; such Series' or Fund's proportionate share of
insurance premiums; outside auditing and legal expenses; costs of
maintenance of such Series' or 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 such Series or Fund and of the
officers or Board of Trustees of such Series or Fund; and any
extraordinary expenses. Each Series and Fund will be responsible for
nonrecurring expenses which may arise, including costs of litigation
to which such Series or Fund is a party and of indemnifying officers
and Trustees of such Series or Fund with respect to such litigation
and other expenses as determined by the Trustees.
0.Xxxxxxxx to Other Companies or Accounts
Each Fund and Series 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 such
Series or Fund has no objection to the Adviser so acting, provided
that whenever such Series or 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. Each Series and Fund recognizes that
in some cases this procedure may adversely affect the size of the
position obtainable for such Series or Fund. In addition, each
Series and 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) (i)
in the case of a Series, the Board of Trustees of the Fund of which
such Series is a part or (ii) in the case of the High Yield Bond
Fund, the Board of Trustees of the Fund or (b) a vote of a "majority"
(as defined in the 0000 Xxx) of each Series' and Fund's outstanding
voting securities, provided that in either event the continuance
is also approved by a majority of the Board of Trustees of the
applicable Fund, 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 with respect to a Series or Fund,
without penalty, on 60 days' written notice, by the Board of
Trustees of such Series and Fund or by vote of holders of a majority
of such Series' or 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 Funds represent that copies of their Agreements and Declarations
of Trust, together with all amendments thereto, are on file in such
state where such Fund is registered.
11.Use of Names
The Funds recognize 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" 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 a Series or Fund,
such Series or Fund agrees that, at the Adviser's request, such
Series' or Fund's license to use the words "CS" or "Credit Suisse"
will terminate and that such Series or Fund will take all necessary
action to change the name of such Series or Fund to names not
including the words "CS" or "Credit Suisse".
12.Miscellaneous
Notice is hereby given that this Agreement is entered into on
behalf of a Fund by an officer of such Fund in his capacity as
an officer and not individually. It is understood and expressly
stipulated that none of the Trustees or shareholders of any Fund
shall be personally liable hereunder. Neither the Trustees,
officers, agents nor shareholders of any Fund assume any personal
liability for obligations entered into on behalf of a Fund.
All persons dealing with a Fund must look solely to the property
of such Fund for the enforcement of any claims against such 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 CAPITAL FUNDS
CREDIT SUISSE OPPORTUNITY FUNDS
CREDIT SUISSE HIGH YIELD BOND FUND
By: /s/J. Xxxxx Xxx
Name: J. Xxxxx Xxx
Title: Vice President and Secretary
Accepted:
CREDIT SUISSE ASSET MANAGEMENT, LLC
By: /s/Xxxxxx X. Plump
Name: Xxxxxx X. Plump
Title: Managing Director
ANNEX I
TO INVESTMENT ADVISORY AGREEMENT
Series or Fund Annual Fee Rate
(as a percentage of average daily net assets of such Series
or Fund, as applicable)
Credit Suisse Large Cap Value Fund (a series of the Credit
Suisse Capital Funds) 0.50% of the Fund's average daily
net assets
Credit Suisse Small Cap Core Fund (a series of the Credit
Suisse Capital Funds) (formerly Small Cap Value Fund)
the lower of (A) 0.70% of the Fund's average daily net
assets or (B) 0.875% of the Fund's average daily net
assets for the first $100 million, 0.75% of the Fund's
average daily net assets for the next $100 million, and
0.50% of the Fund's average daily net assets above
$200 million
Credit Suisse High Income Fund (a series of the Credit
Suisse Opportunity Funds) 0.70 of 1% of the first
$100,000,000; 0.50 of 1% over $100,000,000
Credit Suisse High Yield Bond Fund 1% of the first
$250,000,000(1) and 0.75 of 1.00% over $250,000,000
1 The fee is computed at the annual rate of 1%
of the average weekly value of the fund's total assets
minus the sum of accrued liabilities (other than
aggregate indebtedness constituting leverage).
