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 00000-0000
Dear Sirs:
Credit Suisse Large Cap Growth Fund (formerly Credit Suisse
Capital Appreciation Fund) (the "Fund"), 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 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 Agreement and Declaration of
Trust, 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 Trustees 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 Trustees
of the Fund, the Adviser will (a) act in strict conformity with
the Fund's Agreement and Declaration 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 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 Trustees 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 Trustees 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 0.50% 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. 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
Trustees 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
Trustees 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 Trustees of the Fund with respect
to such litigation and other expenses as determined by the Trustees.
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 Trustees 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 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 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 Agreement and Declaration of
Trust, dated January 20, 1987, 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 Fund and not by the Trustees of the Fund or its officers
individually, and the obligations of the Fund hereunder shall not be
binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Fund individually, but bind only the assets
and property of the Fund, as provided in the Agreement and Declaration
of Trust of the Fund. The execution and delivery of this Agreement
have been authorized by the Trustees and the sole shareholder of the
Fund and signed by an authorized officer of the Fund, 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
Fund as provided in its Agreement and Declaration of Trust.
12. 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" 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" 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" 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 LARGE CAP GROWTH FUND
By: /s/J. Xxxxx Xxx
Name: J. Xxxxx Xxx
Title: Vice President and Secretary
Accepted:
CREDIT SUISSE ASSET MANAGEMENT, LLC
By: _/s/Xxxxxx Plump
Name: Xxxxxx X. Plump
Title: Managing Director
