Sub-Item 77Q1: Amended and Restated Investment Advisory Contract
AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
July 6, 1999, as Amended and Restated May 3, 2004
Credit Suisse Asset Management, LLC
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Dear Sirs:
Credit Suisse Global 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, (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(s). 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, 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 agreements
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. 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.
6. 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 1.00% of the 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 the Fund's net assets shall be computed at the
times and in the manner specified in the Fund's Prospectus or SAI.
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 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,
any sub-adviser or any of their 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.
8. 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.
9. Term of Agreement
This Agreement shall continue for an initial two-year period commencing
on the date first written above, and thereafter shall continue
automatically for successive annual periods, provided such continuance
is specifically approved at least annually by (a) the Board of Directors
of the Fund or (b) a vote of a "majority" (as defined in
the 0000 Xxx) 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).
10. Representation by the Fund
The Fund represents that a copy of its Articles of Incorporation,
dated July 6, 1990, together with all amendments thereto, is on file
in the Department of Assessments and Taxation of the State of Maryland.
11. 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 trusts may
include the name "CS", "CSFB", "CSAM" 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 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 GLOBAL 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
