Exhibit 77Q1(e)
AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
March 23, 2001 as Amended and Restated May 3, 2004,
February 14, 2005 and December 1, 2006
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 respective series 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 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 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" 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" 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" 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/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
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) 0.50% of the Fund's average daily net assets
Credit Suisse Small Cap Core Fund (a series of the Credit Suisse Capital
Funds) (formerly Small Cap Value Fund) the lower of (A) 0.70% of the
Fund's average daily net assets or (B) 0.875% of the Fund's average daily
net assets for the first $100 million, 0.75% of the Fund's average daily
net assets for the next $100 million, and 0.50% of the Fund's average daily
net assets above $200 million Credit Suisse High Income Fund (a series of
the Credit Suisse Opportunity Funds) 0.70 of 1% of the first $100,000,000;
0.50 of 1% over $100,000,000 Credit Suisse High Yield Bond Fund 1% of the
first $250,000,000(1) and 0.75 of 1.00% over $250,000,000
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).
