SUB-ITEM 77Q1: Exhibits
Y
(e) Investment Advisory Agreement with Credit Suisse
Asset Management, LLC dated April 11, 2003
SUB-ITEM 77Q1(e): New Investment Advisory Contract
INVESTMENT ADVISORY AGREEMENT
April 11, 2003
Credit Suisse Asset Management, LLC
000 Xxxxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
Credit Suisse Institutional Fixed Income Fund, Inc. (the "Fund"), a
corporation organized and existing under the laws of the State of
Maryland, herewith confirms its agreement with Credit Suisse Asset
Management, LLC (the "Adviser") as follows:
1. Investment Description; Appointment
The Fund desires to employ the capital of the Fund by investing and
reinvesting in investments of the kind and in accordance with the
limitations specified in its Articles of Incorporation, as may be
amended from time to time, and in the Fund's Prospectus(es) and
Statement(s) of Additional Information as from time to time in effect
(the "Prospectus" and "SAI," respectively), and in such manner and
to such extent as may from time to time be approved by the Board of
Directors of the Fund. Copies of the Fund's Prospectus and SAI have
been or will be submitted to the Adviser. The Fund desires to employ
and hereby appoints the Adviser to act as investment adviser to the
Fund. The Adviser accepts the appointment and agrees to furnish the
services for the compensation set forth below.
2. Services as Investment Adviser
Subject to the supervision and direction of the Board of Directors of
the Fund, the Adviser will (a) act in strict conformity with the
Fund's Articles of Incorporation, 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 (the "Advisers Act"), (b) manage
the Fund's assets in accordance with the Fund's investment objective
and policies as stated in the Fund's Prospectus and SAI, (c) make
investment decisions for the Fund, (d) place purchase and sale
orders for securities on behalf of the Fund, (e) exercise voting
rights in respect of portfolio securities and other investments
for the Fund, and (f) monitor and evaluate the services provided
by the Fund's investment sub-adviser(s), if any, under the terms
of the applicable investment sub-advisory agreement. In providing
those services, the Adviser will provide investment research and
supervision of the Fund's investments and conduct a continual
program of investment, evaluation and, if appropriate, sale and
reinvestment of the Fund's assets. In addition, the Adviser
will furnish the Fund with whatever statistical information the
Fund may reasonably request with respect to the securities that
the Fund may hold or contemplate purchasing.
Subject to the approval of the Board of Directors of the Fund
and, where required by law, the Fund's shareholders, the Adviser
may engage an investment sub-adviser or sub-advisers to provide
advisory services in respect of the Fund and may delegate to such
investment sub-adviser(s) the responsibilities described in
subparagraphs (b), (c), (d) and (e) above. In the event that
an investment sub-adviser's engagement has been terminated, the
Adviser shall be responsible for furnishing the Fund with the
services required to be performed by such investment sub-adviser
(s) under the applicable investment sub-advisory agreement(s) or
arranging for a successor investment sub-adviser(s) to provide
such services on terms and conditions acceptable to the Fund and
the Fund's Board of Directors and subject to the requirements
of the 1940 Act.
3. Brokerage
In executing transactions for the Fund, selecting brokers or
dealers and negotiating any brokerage commission rates, the Adviser
will use its best efforts to seek the best overall terms available.
In assessing the best overall terms available for any portfolio
transaction, the Adviser will consider all factors it deems relevant
including, but not limited to, breadth of the market in the
security, the price of the security, the financial condition and
execution capability of the broker or dealer and the reasonableness
of any commission for the specific transaction and for transactions
executed through the broker or dealer in the aggregate. In
selecting brokers or dealers to execute a particular transaction
and in evaluating the best overall terms available, the Adviser
may consider the brokerage and research services (as those terms
are defined in Section 28(e) of the Securities Exchange Act of
1934, as the same may from time to time be amended) provided to
the Fund and/or other accounts over which the Adviser or an
affiliate exercises investment discretion.
4. Information Provided to the Fund
The Adviser will keep the Fund informed of developments materially
affecting the Fund, and will, on its own initiative, furnish the
Fund from time to time with whatever information the Adviser
believes is appropriate for this purpose.
5. Disclosure Regarding the Adviser
(a) The Adviser has reviewed the disclosure about the Adviser
contained in the Fund's registration statement and represents
and warrants that, with respect to such disclosure about the Adviser
or information related, directly or indirectly, to the Adviser,
such registration statement contains, as of the date hereof, no
untrue statement of any material fact and does not omit any statement
of a material fact which is required to be stated therein or
necessary to make the statements contained therein not misleading.
(b) The Adviser agrees to notify the Fund promptly of (i) any
statement about the Adviser contained in the Fund's registration
statement that becomes untrue in any material respect, (ii) any
omission of a material fact about the Adviser in the Fund's
registration statement which is required to be stated therein or
necessary to make the statements contained therein not misleading,
(iii) any reorganization or change in the Adviser, including any
change in its ownership or key employees, or (iv) any change in
the membership of the Adviser, as long as the Adviser is a
partnership.
(c) Prior to the Fund or any affiliated person (as defined in
the 1940 Act, an "Affiliate") of the Fund using or distributing
sales literature or other promotional material referring to the
Adviser ("Promotional Material"), the Fund shall forward such material
to the Adviser and shall allow the Adviser reasonable time to review
the material. The Adviser will not act unreasonably in its review
of Promotional Material and the Fund will use all reasonable efforts
to ensure that all Promotional Material used or distributed by or
on behalf of the Fund will comply with the requirements of the
Advisers Act, the 1940 Act and the rules and regulations promulgated
thereunder.
(d) The Adviser has supplied the Fund copies of its Form ADV
with all exhibits and attachments thereto and will hereinafter supply
the Fund, promptly upon preparation thereof, copies of all amendments
or restatements of such document.
6. Compliance
(a) The Adviser agrees that it shall promptly notify the Fund
(i) in the event that the SEC or any other regulatory authority has
censured its activities, functions or operations; suspended or revoked
its registration as an investment adviser; or has commenced proceedings
or an investigation that may result in any of these actions, (ii)
in the event that there is a change in the Adviser, financial or
otherwise, that adversely affects its ability to perform services
under this Agreement or (iii) upon having a reasonable basis for
believing that, as a result of the Adviser's investing the Fund's
assets, the Fund's investment portfolio has ceased to adhere to the
Fund's investment objectives, policies and restrictions as stated in
the Prospectus or SAI or is otherwise in violation of applicable law.
(b) The Fund agrees that it shall promptly notify the Adviser in
the event that the SEC has censured the Fund; placed limitations upon
any of its activities, functions or operations; or has commenced
proceedings or an investigation that may result in any of these actions.
(c) The Fund shall be given access to the records of the Adviser
at reasonable times solely for the purpose of monitoring compliance
with the terms of this Agreement and the rules and regulations
applicable to the Adviser relating to its providing investment advisory
services to the Fund, including without limitation records relating
to trading by employees of the Adviser for their own accounts and on
behalf of other clients. The Adviser agrees to cooperate with the
Fund and its representatives in connection with any such monitoring
efforts.
7. Books and Records
(a) In compliance with the requirements of Rule 31a-3 under the
1940 Act, the Adviser xxxxxx agrees that all records which it
maintains for the Fund are the property of the Fund and further
agrees to surrender promptly to the Fund any of such records upon
request. The Adviser further agrees to preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act the records required
to be maintained by Rule 31a-1 under the 1940 Act and to preserve
the records required by Rule 204-2 under the Advisers Act for the
period specified therein.
(b) The Adviser agrees on behalf of itself and its employees to
treat confidentially and as proprietary information of the Fund all
records and other information relative to the Fund and prior,
present or potential shareholders and not to use such records and
information for any purpose other than performance of its
responsibilities and duties hereunder except after prior notification
to and approval in writing of the Fund, which approval shall not be
unreasonably withheld and may not be withheld where the Adviser may
be exposed to civil or criminal contempt proceedings for failure to
comply or when requested to divulge such information by duly
constituted authorities.
(c) The Adviser hereby agrees to furnish to regulatory authorities
having the requisite authority any information or reports in
connection with services that the Adviser renders pursuant to this
Agreement which may be requested in order to ascertain whether the
operations of the Fund are being conducted in a manner consistent
with applicable laws and regulations.
8. Standard of Care
The Adviser shall exercise its best judgment in rendering the services
listed in paragraphs 2, 3 and 4 above. The Adviser shall not be
liable for any error of judgment or mistake of law or for any loss
suffered by the Fund in connection with the matters to which this
Agreement relates, provided that nothing herein shall be deemed to
protect or purport to protect the Adviser against any liability to
the Fund or to shareholders of the Fund to which the Adviser would
otherwise be subject by reason of willful misfeasance, bad faith
or gross negligence on its part in the performance of its duties
or by reason of the Adviser's reckless disregard of its obligations
and duties under this Agreement.
9. Compensation
In consideration of the services rendered pursuant to this Agreement,
the Fund will pay the Adviser an annual fee calculated at an annual
rate of 0.375% of the Fund's average daily net assets. The fee
for the period from the date of this Agreement to the end of the
calendar year shall be prorated according to the proportion that
such period bears to the full yearly period. Upon any termination
of this Agreement before the end of a year, the fee for such part
of that year shall be prorated according to the proportion that
such period bears to the full yearly period and shall be payable
upon the date of termination of this Agreement. For the purpose
of determining fees payable to the Adviser, the value of the Fund's
net assets shall be computed at the times and in the manner
specified in the Fund's Prospectus or SAI.
10. 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 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 Directors of the
Fund who are not officers, directors, or employees of the Adviser
or any of its affiliates; fees of any pricing service employed
to value shares of the Fund; Securities and Exchange Commission
fees and state blue sky qualification fees; charges of custodians
and transfer and dividend disbursing agents; the Fund's
proportionate share of insurance premiums; outside auditing and
legal expenses; costs of maintenance of the Fund's existence; costs
attributable to investor services, including, without limitation,
telephone and personnel expenses; costs of preparing and printing
prospectuses and statements of additional information for
regulatory purposes and for distribution to existing shareholders;
costs of shareholders' reports and meetings of the shareholders
of the Fund and of the officers or Board of Directors of the Fund;
and any extraordinary expenses.
The Fund will be responsible for nonrecurring expenses which may
arise, including costs of litigation to which the Fund is a party
and of indemnifying officers and Directors of the Fund with
respect to such litigation and other expenses as determined by
the Directors.
11. Services to Other Companies or Accounts
The Fund understands that the Adviser now acts, will continue to
act and may act in the future as investment adviser to fiduciary
and other managed accounts and to one or more other investment
companies or series of investment companies, and the Fund has no
objection to the Adviser so acting, provided that whenever the
Fund and one or more other accounts or investment companies or
portfolios advised by the Adviser have available funds for
investment, investments suitable and appropriate for each will
be allocated in accordance with a formula believed to be
equitable to each entity. The Fund recognizes that in some cases
this procedure may adversely affect the size of the position
obtainable for the Fund. In addition, the Fund understands that
the persons employed by the Adviser to assist in the performance
of the Adviser's duties hereunder will not devote their full
time to such service and nothing contained herein shall be deemed
to limit or restrict the right of the Adviser or any affiliate
of the Adviser to engage in and devote time and attention to
other businesses or to render services of whatever kind or nature,
provided that doing so does not adversely affect the ability
of the Adviser to perform its services under this Agreement.
12. 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 Directors of the Fund or (b) a vote of a "majority"
(as defined in the 1940 Act) of the Fund's outstanding voting
securities, provided that in either event the continuance is also
approved by a majority of the Board of Directors 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 Directors of the Fund or by vote of holders of a majority
of the Fund's shares, or upon 90 days' written notice, by the
Adviser. This Agreement will also terminate automatically in the
event of its assignment (as defined in said Act).
13. Representations by the Parties
(a) The Adviser represents and warrants that it is a duly
registered investment adviser under the Advisers Act, a duly
registered investment adviser in any and all states of the United
States in which the Adviser is required to be so registered and
has obtained all necessary licenses and approvals in order to
perform the services provided in this Agreement. The Adviser
covenants to maintain all necessary registrations, licenses and
approvals in effect during the term of this Agreement.
(b) The Adviser represents that it has read and understands
the Prospectus and SAI and warrants that in investing the Fund's
assets it will use all reasonable efforts to adhere to the Fund's
investment objectives, policies and restrictions contained therein.
(c) The Adviser represents that it has adopted a written Code
of Ethics in compliance with Rule 17j-1 under the 1940 Act and will
provide the Fund with any amendments to such Code and will provide
any certifications required by Rule 17j-1.
(d) The Fund represents that a copy of its Articles of
Incorporation, dated July 31, 1998, together with all amendments
thereto, is on file in the Department of Assessments and Taxation
of the State of Maryland.
14. Miscellaneous
The Fund recognizes that directors, officers and employees of the
Adviser may from time to time serve as directors, trustees, officers
and employees of corporations and business trusts (including other
investment companies) and that such other corporations and business
trusts may include the name "CS", "CSFB", "CSAM" or "Credit Suisse"
(or any combination thereof) as part of their names, and that the
Adviser or its affiliates may enter into advisory or other
agreements with such other corporations or business trusts. If
the Adviser ceases to act as the investment adviser of the Fund's
shares, the Fund agrees that, at the Adviser's request, the Fund's
license to use the words "CS", "CSFB", "CSAM" or "Credit Suisse"
(or any combination thereof) will terminate and that the Fund
will take all necessary action to change the name of the Fund to
names not including the words "CS", "CSFB", "CSAM" or "Credit
Suisse" (or any combination thereof).
Please confirm that the foregoing is in accordance with your
understanding by indicating your acceptance hereof at the place below
indicated, whereupon it shall become a binding agreement between us.
Very truly yours,
CREDIT SUISSE INSTITUTIONAL FIXED INCOME FUND, INC.
By: /s/Xxx Xxxxxx
Name: Xxx Xxxxxx
Title: Vice President and Secretary
Accepted:
CREDIT SUISSE ASSET MANAGEMENT, LLC
By: /s/Xxx Xxxxxx
Name: Xxx Xxxxxx
Title: Managing Director
