Exhibit 77Q1 E
INVESTMENT ADVISORY AGREEMENT
September 12 2001 as Amended and Restated February 21 2005 and December 1 2006
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 openend
management investment company that currently offers nine
portfolios one of which is the Small Cap Core II Portfolio
(formerly 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 Trusts
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 Trusts 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 Trusts Agreement and Declaration of Trust the Investment
Company Act of 0000 (xxx 0000 Xxx) and the Investment Advisers
Act of 1940 as the same may from time to time be amended (b)
manage the Portfolios assets in accordance with the Portfolios
investment objective and policies as stated in the Trusts
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 Portfolios investment sub adviser(s) if any
under the terms of the applicable investment subadvisory
agreement(s). In providing those services the Adviser will
provide investment research and supervision of the Portfolios
investments and conduct a continual program of investment
evaluation and if appropriate sale and reinvestment of the
Portfolios 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 Portfolios 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 advisers 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 subadvisory agreements or
arranging for a successor investment sub adviser(s) to provide
such services on terms and conditions acceptable to the Trust
and the Trusts 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 advisers 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 the lower of (A) 0.70% of the Portfolios average
daily net assets or (B) 0.875% of the Portfolios average daily net
assets for the first $100 million 0.75% of the Portfolios average
daily net assets for the next $100 million and 0.50% of the
Portfolios 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 Portfolios net assets shall
be computed at the times and in the manner specified in the Trusts
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 Portfolios proportionate share of insurance premiums outside
auditing and legal expenses costs of maintenance of the Portfolios
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 advisers 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 twoyear 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 Portfolios 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
Portfolios 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 i
n 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 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 advisers request the Trusts license to use the
words CS 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 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
SMALL CAP CORE II PORTFOLIO
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
Exhibit 77Q1 E
INVESTMENT ADVISORY AGREEMENT
October 1 2006
Credit Suisse Asset Management LLC
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx Xxx Xxxx 100173147
Dear Sirs:
Credit Suisse Trust on behalf of the Emerging Markets 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 Trusts Prospectus
(es) and Statement(s) of Additional Information as from time to
time in effect (the Prospectusand SAIrespectively) 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 Trusts 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 Trusts Agreement and Declaration of Trust the Investment
Company Act of 0000 (xxx 0000 Xxx) and the Investment Advisers Act
of 1940 as the same may from time to time be amended (b) manage
the Trusts assets in accordance with the Trusts investment objective
and policies as stated in the Trusts 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
Trusts investment subadviser(s) if any under the terms of the
applicable investment subadvisory agreement(s). In providing those
services the Adviser will provide investment research and
supervision of the Trusts investments and conduct a continual
program of investment evaluation and if appropriate sale and
reinvestment of the Trusts 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 Trusts shareholders the Adviser may engage an
investment subadviser or subadvisers to provide advisory services
in respect of the Trust and may delegate to such investment
subadviser(s) the responsibilities described in subparagraphs (b)
(c) (d) and (e) above. In the event that an investment subadvisers
engagement has been terminated the Adviser shall be responsible for
furnishing the Trust with the services required to be performed by
such investment subadviser(s) under the applicable investment
subadvisory agreements or arranging for a successor investment
subadviser(s) to provide such services on terms and conditions
acceptable to the Trust and the Trusts 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
Advisers 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 a monthly fee of 1/12 of 1.20% of the
average daily closing net asset value of the Portfolio (the Base Fee)
adjusted by a performance fee as set forth in Schedule A. For any period
less than a month during which this Agreement is in effect the base
fee shall be prorated according to the proportion which such period
bears to the full month. For the purpose of determining fees payable
to the Adviser the value of the Trusts net assets shall be computed
at the times and in the manner specified in the Trusts 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 subadviser 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 Trusts proportionate share of insurance premiums outside auditing
and legal expenses costs of maintenance of the Trusts 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 Advisers 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 twoyear 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 Trusts 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 Trusts 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 CSor 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 Trusts shares the Trust agrees that at
the Advisers request the Trusts license to use the words CSor
Credit Suisse(or any combination thereof) will terminate and that
the Trust will take all necessary action to change the name of the
Trust to names not including the words CSor 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 TRUST
ON BEHALF OF THE
EMERGING MARKETS PORTFOLIO
By: /s/Xxxxxx X. Plump
Name: Xxxxxx X. Plump
Title: Chief Executive Officer and President
Accepted:
CREDIT SUISSE ASSET MANAGEMENT LLC
By: /s/Xxxxxx X. Plump
Name: Xxxxxx Plump
Title: Managing Director
SCHEDULE A
PERFORMANCE ADJUSTMENT
Beginning with the Base Fee payable for ______ 2006 and in month
13 from the date of this agreement the Base Fee shall be adjusted
monthly based upon the investment performance of the Fund in
relation to the cumulative investment record of the Funds benchmark
the MSCI Emerging Markets Free Index (the Index) over the
Performance Period(such adjustment being referred to herein as
the Performance Adjustment). The Performance Periodis defined as
the shorter of (a) the period from the date of this Agreement
through the end of the month for which the fee is being calculated
and (b) the 36month period preceding the end of the month for
which the fee is being calculated.
The Performance Adjustment shall be calculated by subtracting the
investment record of the Index from the investment performance of
the Fund. If there is less than a 1.00% difference (plus or minus)
between the investment performance of the Fund and the investment
record of the Index the Fund pays the Adviser the Base Fee with
no adjustment. If the difference between the investment performance
of the Fund and the investment record of the Index is 1.00% or
greater during any Performance Period the Base Fee will be subject
to an upward or downward performance adjustment of 1/12 of 0.10%
for every full 1.00% increment by which the Fund outperforms or
underperforms the Index. The maximum percentage used in calculating
the Performance Adjustment (positive or negative) in any month is
1/12 of 0.20%. The Performance Adjustment is applied against the
Funds average daily net assets during the Performance Period.
For purposes of computing the Base Fee and the Performance Adjustment
net assets are averaged over different periods (average daily net
assets during the relevant month for the Base Fee versus average
daily net assets during the Performance Period for the Performance
Adjustment). The Base Fee is calculated and accrued daily. The
Performance Adjustment is accrued and calculated daily. The
investment advisory fee is paid monthly in arrears.
The average daily net asset value of the Fund or any class thereof
shall be determined in the manner set forth in the Trusts
Declaration of Trust Bylaws and registration statement each as
may be amended from time to time.
The investment performance of the Fund will be the sum of:
(1) the change in the Funds net asset value (NAV) per share
during the Performance Period plus
(2) the value of the Funds cash distributions per share
accumulated to the end of the Performance Period plus
(3) the value of capital gains taxes per share paid or
payable on undistributed realized longterm capital gains
accumulated to the end of the Performance Period expressed as a
percentage of the Funds NAV per share at the beginning of the
Performance Period. For this purpose the value of distributions
per share of realized capital gains of dividends per share paid
from investment income and of capital gains taxes per share paid
or payable on undistributed realized longterm capital gains shall
be treated as reinvested in shares of the Fund at the NAV in
effect at the close of business on the record date for the
payment of such distributions and dividends and the date on
which provision is made for such taxes after giving effect to
such distributions dividends and taxes.
The investment record of the Index will be the sum of:
(1) the change in the level of the Index during the
Performance Period
plus
(2) the value computed consistently with the Index of cash
distributions made by companies whose securities comprise the
Index accumulated to the end of the Performance Period expressed
as a percentage of the Index level at the beginning of the
Performance Period. For this purpose cash distributions on the
securities which comprise the Index shall be treated as reinvested
in the index at least as frequently as the end of each calendar
quarter following the payment of the dividend.
If consistent with the Trusts Agreement and Declaration of Trust
and Bylaws as amended the Trustees should subsequently decide to
divide shares of the Fund into two or more separate classes the
oldest class of shares will be used for purposes of determining
the Performance Adjustment. From time to time subject to
compliance with applicable law the Trustees may by vote of the
Trustees of the Trust voting in person including a majority of
the Trustees who are not parties to this Agreement or interested
persons(as defined in the 0000 Xxx) of any such parties determine
that a different class of shares of the Fund is the most
appropriate for use in calculating the Performance Adjustment. If
a different class of shares (Successor Class) is substituted for
the existing class in calculating the Performance Adjustment
the use of that Successor Class of shares for purposes of
calculating the Performance Adjustment may apply to the entire
Performance Period so long as such Successor Class was outstanding
at the beginning of such period. If the Successor Class of shares
was not outstanding for all or a portion of the Performance Period
it may only be used in calculating that portion of the Performance
Adjustment attributable to the period during which such Successor
Class was outstanding and any prior portion of the Performance
Period shall be calculated using the class of shares previously
designated.
Exhibit 77Q1 E
AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
July 6 1999 as amended and restated May 3 2004 and December 1 2006
Credit Suisse Asset Management LLC
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx Xxx Xxxx 100173147
Dear Sirs:
Credit Suisse Trust on behalf of the Large Cap Value 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 Trusts 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 Trusts 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 Trusts Agreement and Declaration of
Trust the Investment Company Act of 0000 (xxx 0000 Xxx)
and the Investment Advisers Act of 1940 as the same may from
time to time be amended (b) manage the Trusts assets in
accordance with the Trusts investment objective and policies
as stated in the Trusts 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 Trusts investment subadviser(s) if any under the terms
of the applicable investment subadvisory agreement(s). In
providing those services the Adviser will provide investment
research and supervision of the Trusts investments and conduct
a continual program of investment evaluation and if
appropriate sale and reinvestment of the Trusts 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 Trusts shareholders the Adviser
may engage an investment subadviser or subadvisers to provide
advisory services in respect of the Trust and may delegate to
such investment subadviser(s) the responsibilities described
in subparagraphs (b) (c) (d) and (e) above. In the event
that an investment subadvisers engagement has been terminated
the Adviser shall be responsible for furnishing the Trust with
the services required to be performed by such investment
subadviser(s) under the applicable investment subadvisory
agreements or arranging for a successor investment subadviser(s)
to provide such services on terms and conditions acceptable to
the Trust and the Trusts 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
Advisers 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 0.50% of the Portfolios
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 Trusts net assets shall be computed at the times
and in the manner specified in the Trusts 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 subadviser 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 Trusts proportionate share of insurance
premiums outside auditing and legal expenses costs of
maintenance of the Trusts 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 Advisers 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 twoyear 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 Trusts
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 Trusts
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 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 Trusts shares the Trust
agrees that at the Advisers request the Trusts license to
use the words CS or Credit Suisse or any combination thereof)
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 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 TRUST
ON BEHALF OF THE
LARGE CAP VALUE PORTFOLIO
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 Plump
Title: Managing Director
Exhibit 77Q1 E
AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
July 6 1999 as amended and restated May 3 2004 and December 1 2006
Credit Suisse Asset Management LLC
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx Xxx Xxxx 100173147
Dear Sirs:
Credit Suisse Trust on behalf of the Small Cap Core I Portfolio
(formerly Small Cap Growth 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 Trusts 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 Trusts 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
Trusts Agreement and Declaration of Trust the Investment Company
Act of 0000 (xxx 0000 Xxx) and the Investment Advisers Act of 1940
as the same may from time to time be amended (b) manage the
Trusts assets in accordance with the Trusts investment objective and
policies as stated in the Trusts 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 Trusts
investment subadviser(s) if any under the terms of the applicable
investment subadvisory agreement(s). In providing those services
the Adviser will provide investment research and supervision of the
Trusts investments and conduct a continual program of investment
evaluation and if appropriate sale and reinvestment of the Trusts
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 Trusts shareholders the Adviser may engage an
investment subadviser or subadvisers to provide advisory services in
respect of the Trust and may delegate to such investment subadviser(s)
the responsibilities described in subparagraphs (b) (c) (d) and (e)
above. In the event that an investment subadvisers engagement has
been terminated the Adviser shall be responsible for furnishing the
Trust with the services required to be performed by such investment
subadviser(s) under the applicable investment subadvisory agreements
or arranging for a successor investment subadviser(s) to provide such
services on terms and conditions acceptable to the Trust and the Trusts
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 Advisers 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
0.70% of the Portfolios 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 Trusts net assets shall be computed
at the times and in the manner specified in the Trusts 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 subadviser 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 Trusts proportionate share of insurance premiums
outside auditing and legal expenses costs of maintenance of the Trusts
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 Advisers
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 twoyear 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 Trusts 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 Trusts 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 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 Trusts shares the Trust
agrees that at the Advisers request the Trusts license to use the words
CS or Credit Suisse or any combination thereof) 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 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 TRUST
ON BEHALF OF THE
SMALL CAP CORE I PORTFOLIO
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 Plump
Title: Managing Director
Exhibit 77Q1 E
AMENDED AND RESTATED
INVESTMENT ADVISORY
AGREEMENT
July 6 1999 as amended and restated May 3 2004
and December 1 2006
Credit Suisse Asset Management LLC
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx Xxx Xxxx 100173147
Dear Sirs:
Credit Suisse Trust on behalf of the MidCap Core
Portfolio (formerly MidCap Growth 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 Trusts 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 Trusts
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.
0.Xxxxxxxx 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 Trusts Agreement and Declaration
of Trust the Investment Company Act of 0000 (xxx 0000 Xxx)
and the Investment Advisers Act of 1940 as the same may
from time to time be amended (b) manage the Trusts assets
in accordance with the Trusts investment objective and
policies as stated in the Trusts 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 Trusts investment subadviser(s) if any under
the terms of the applicable investment subadvisory
agreement(s). In providing those services the Adviser
will provide investment research and supervision of the
Trusts investments and conduct a continual program of
investment evaluation and if appropriate sale and
reinvestment of the Trusts 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 Trusts shareholders the
Adviser may engage an investment subadviser or
subadvisers to provide advisory services in respect of
the Trust and may delegate to such investment subadviser(s)
the responsibilities described in subparagraphs (b) (c)
(d) and (e) above. In the event that an investment
subadvisers engagement has been terminated the Adviser
shall be responsible for furnishing the Trust with the
services required to be performed by such investment
subadviser(s) under the applicable investment
subadvisory agreements or arranging for a successor
investment subadviser(s) to provide such services on
terms and conditions acceptable to the Trust and the Trusts
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 Advisers 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 0.70% of the
Portfolios 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 Trusts net assets shall be computed at
the times and in the manner specified in the Trusts
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 subadviser
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 Trusts proportionate
share of insurance premiums; outside auditing and legal
expenses; costs of maintenance of the Trusts 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 Advisers 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 twoyear
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
Trusts 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 Trusts 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 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 Trusts shares the Trust agrees
that at the Advisers request the Trusts
license to use the words CS or Credit Suisse
or any combination thereof) 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 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 TRUST
ON BEHALF OF THE
MIDCAP CORE PORTFOLIO
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 Plump
Title: Managing Director
Item 77H Change in Control of Registrant
Ceasing control of Credit Suisse Global Small Cap Trust Portfolio
As of December 31 2005 Fidelity Investments Life Insurance
Company (Shareholder) owned 2531161.522 shares of the Fund
which represented 25.33% of the Fund. As of December 31
2006 Shareholder owned 1709840.665 shares of the Fund
which represents only 21% of the Fund. Accordingly
Shareholder may be presumed to have ceased to be a controlling
person of the Fund. The Fund does not believe this entity
is the beneficial owner of the shares held of record by this
entity.
Obtaining Control of Credit Suisse Commodity Return Strategy
Trust Portfolio
The Credit Suisse Commodity Return Strategy Trust Portfolio
launched on February 28 2006. As of December 31 2006 IDS
Life Insurance Company (Shareholder) owned 13216962.087
shares of the Fund which represents 93.95% of the
outstanding shares of the Fund. Accordingly Shareholder
may be presumed to be a controlling person of the Fund. The
Fund does not believe this entity is the beneficial owner of
the shares held of record by this entity.
