Exhibit 77Q1e
AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
March 23, 2001 as Amended and Restated May 3, 2004
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
respectiveseries 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 adviser to
each of the Series or Funds. 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
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 or
Fund may hold or contemplate purchasing.
Subject to the approval of the Board of Trustees of each of the Series
Funds 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 deems relevant including, but not limited to,
breadth of the market inthe security, the price of the security, the
financial condition and execution capability of the broker or dealer and the
reasonableness of any commission for specific transaction and for transactions
executed through the broker or dealer the 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 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
any Series or 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 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 of each 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 be accrued 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.
8. Services 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",
"CSFB", "CSAM" or "Credit Suisse" as part of their names, and that the
Adviser or its affiliates may enter into advisory or other agreements
with such other corporations and trusts. If the Adviser ceases to
act as the investment adviser of 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", "CSFB", "CSAM" 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", "CSFB", "CSAM", 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/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
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).75 of 1% of the first $75,000,000; .50 of 1% over $75,000,000
Credit Suisse Small Company Value Fund (a series of the Credit Suisse
Capital Funds) .875 of 1% of the first $100,000,000; .75 of 1% of the next
$100,000,000, and .625 of 1% over $200,000,000
Credit Suisse High Income Fund (a series of the Credit Suisse
Opportunity Funds).70 of 1% of the first $100,000,000; .50
of 1% over $100,000,000 Credit Suisse US Government Money Fund
(a series of the Credit Suisse Opportunity Funds).40 of 1% of the first
$1,000,000,000; .35 of 1% over $1,000,000,000 Credit Suisse
Municipal Money Fund (a series of the Credit Suisse Opportunity Funds)
..40 of 1% of the first $1,000,000,000; .35 of 1% over $1,000,000,000
Credit Suisse High Yield Bond Fund 1% (1)
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).
