CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.
RESTATED INVESTMENT ADVISORY AGREEMENT
AGREEMENT, made as of the 5th day of February, 2001 between Credit
Suisse Asset Management Income Fund, Inc., a Maryland corporation (the "Fund"),
and Credit Suisse Asset Management, LLC, a Delaware limited liability company
(the "Adviser").
W I T N E S S E T H
WHEREAS, the Fund is a diversified, closed-end investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act");
WHEREAS, the Adviser provides investment advisory services to the Fund
pursuant to an Investment Advisory Agreement with the Fund dated as of June 13,
1995 (the "Investment Advisory Agreement");
WHEREAS, following changes in the respective name of the Fund and of
the Adviser, the parties executed an Addendum dated as of February 7, 2000 to
amend the Investment Advisory Agreement to properly reflect the name of the Fund
and the entity that is providing investment advisory services to the Fund;
WHEREAS, the Adviser and the Fund have recently moved to new offices
at 000 Xxxxxxxxx xxxxxx, Xxx Xxxx; and
WHEREAS, the parties now wish to restate the Investment Advisory
Agreement for the sole purposes of incorporating the changes made by the
Addendum and properly reflecting the business address of the Adviser and the
Fund and to make certain other ministerial changes.
NOW, THEREFORE, in consideration of the premises and mutual promises
hereinafter set forth, the parties hereto agree as follows:
1. The Fund hereby appoints the Adviser to act as investment adviser
to the Fund. The Adviser accepts such appointment and agrees to render the
services herein set forth, for the compensation herein provided.
2. Subject to the supervision of the Board of Directors of the Fund,
the Adviser will manage the portfolio of securities and investments (including
cash) belonging to the Fund including the purchase, retention and disposition
thereof and the execution of agreements relating thereto, in accordance with the
Fund's investment objective, policies and restrictions as stated in the
Prospectus (as defined in paragraph 4(f) of this Agreement) and subject to the
following understandings:
(a) The Adviser shall furnish a continuous investment program for the
Fund and in so doing shall determine from time to time what investments or
securities will be purchased, retained or sold by the Fund, and what
portion of the assets will be invested or held uninvested as cash;
(b) The Adviser shall use its best judgment in the performance of its
duties under this Agreement;
(c) The Adviser, in the performance of its duties and obligations
under this Agreement, shall act in conformity with the Articles of
Incorporation, the Bylaws and Prospectus of the Fund and with the
instructions and directions of the Board of Directors of the Fund and will
conform to and comply with the requirements of the 1940 Act and all other
applicable federal and state laws and regulations;
(d) The Adviser shall determine the securities to be purchased or
sold by the Fund and as agent for the Fund will effect portfolio
transactions pursuant to its determinations either directly with the issuer
or with any broker and/or dealer in such securities; in placing orders with
brokers and/or dealers the Adviser intends to seek the best available price
and execution for purchases and sales; the Adviser shall also determine
whether or not the Fund shall enter into repurchase or reverse repurchase
agreements;
On occasions when the Adviser deems the purchase or sale of a
security to be in the best interest of the Fund as well as other customers,
the Adviser may, to the extent permitted by applicable laws and
regulations, but shall not be obligated to, aggregate the securities to be
sold or purchased in order to obtain the best execution and lower brokerage
commissions, if any. In such event, allocation of the securities so
purchased or sold, as well as the expenses incurred in the transaction,
will be made by the Adviser in the manner it considers to be the most
equitable and consistent with its fiduciary obligations to the Fund and, if
applicable, to such other customers;
(e) The Adviser shall maintain books and records with respect to the
securities transactions of the Fund and shall render to the Fund's Board of
Directors such periodic and special reports as the Board of Directors may
reasonably request;
(f) The Adviser shall provide the Fund's Custodian as required with
information relating to all transactions concerning the assets belonging to
the Fund, except purchases of and any sales of the Fund's Common Stock
("Fund Shares"); and
(g) The investment management services of the Adviser to the Fund
under this Agreement are not to be deemed exclusive, and the Adviser shall
be free to render similar services to others.
3. The Adviser is authorized to select the brokers and dealers that
will execute the purchases and sales of portfolio securities for the Fund and is
directed to use its best
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efforts to obtain the best available price and execution, except as prescribed
herein. Unless and until otherwise directed by the Board of Directors of the
Fund, the Adviser may also effect individual securities transactions at
commission rates in excess of the minimum commission rates available, if the
Adviser determines in good faith that such amount of commission is reasonable in
relation to the value of the brokerage or research services provided by such
broker or dealer, viewed in terms of either that particular transaction or the
Adviser's overall responsibilities with respect to the Fund. The execution of
such transactions shall not be deemed to represent an unlawful act or breach of
any duty created by this Agreement or otherwise.
4. The Fund has delivered copies of each of the following documents
to the Adviser and will promptly notify and deliver to it all future amendments
and supplements, if any:
(a) Articles of Incorporation of the Fund, filed with the Department
of Assessments and Taxation of the State of Maryland on February 11, 1987
(such Articles of Incorporation, as presently in effect and as amended from
time to time, being herein called the "Articles of Incorporation");
(b) Bylaws of the Fund (such Bylaws, as presently in effect and as
amended from time to time, being herein called the "Bylaws");
(c) Certified resolutions of the Board of Directors of the Fund
authorizing the appointment of the Adviser and approving the form of this
Agreement;
(d) Registration Statement under the 1940 Act and the Securities Act
of 1933, as amended, on Form N-2 (No. 33-10851) (the "Registration
Statement") as filed with the Securities and Exchange Commission (the
"Commission") on September 27, 1996 relating to the Fund and the Fund
Shares, and all amendments thereto;
(e) Notification of Registration of the Fund under the 1940 Act on
Form N-8A as filed with the Commission on February 13, 1987 and all
amendments thereto; and
(f) Prospectus of the Fund dated September 27, 1996 (such prospectus
being herein called the "Prospectus").
5. The Adviser shall authorize and permit any of its partners,
agents and employees who may be elected as directors or officers of the Fund to
serve in the capacities in which they are elected. Services to be furnished by
the Adviser under this Agreement may be furnished through the medium of any of
such partners, agents or employees of the Adviser.
6. The Adviser shall keep the Fund's books and records required to
be maintained by it pursuant to paragraph 2(e) of this Agreement. The Adviser
agrees that all records which it maintains for the Fund are the property of the
Fund and it will promptly surrender any of such records to the Fund upon the
Fund's request. The Adviser further agrees to preserve for the periods
prescribed by Rule 31a-2 of the Commission under the 1940 Act any such records
as are required to be maintained by the Adviser with respect to the Fund by Rule
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31a-1 of the Commission under the 1940 Act.
7. During the term of this Agreement the Adviser will pay all
expenses (including without limitation the compensation of all its partners,
agents and employees serving as directors or officers of the Fund pursuant to
paragraph 5 of this Agreement) incurred by it in connection with its activities
under this Agreement other than the cost of securities and investments purchased
for the Fund (including taxes and brokerage commissions, if any).
8. For the services provided and the expenses borne pursuant to this
Agreement, the Fund will pay to the Adviser as full compensation therefor a fee,
computed weekly and payable quarterly, at an annual rate equal to 0.50% per
annum of the average weekly net assets of the Fund. This fee for each quarter
will be paid to the Adviser during the month succeeding such quarter.
9. 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, except a loss resulting from a breach
of fiduciary duty with respect to the receipt of compensation for services (in
which case any award of damages shall be limited to the period and the amount
set forth in Section 36(b)(3) of the 0000 Xxx) or a loss resulting from willful
misfeasance, bad faith or gross negligence on its part in the performance of its
duties or from reckless disregard by it of its obligations and duties under this
Agreement.
10. This Agreement shall become effective on the date hereof. Upon
becoming effective, this Agreement shall remain in effect for an initial
two-year term and shall continue in effect from year to year thereafter if such
continuance is approved at least annually by (a) a majority of the outstanding
voting securities (as defined in the 0000 Xxx) or by vote of the Fund's Board of
Directors, cast in person at a meeting called for the purpose of voting on such
approval, and (b) vote of a majority of the Directors of the Fund who are not
parties to this Agreement or "interested persons" (as defined in the 0000 Xxx)
of any party to this Agreement, cast in person at a meeting called for the
purpose of voting on such approval. This Agreement may be terminated by the Fund
at any time, without the payment of any penalty, by the Board of Directors of
the Fund or by vote of a majority of the outstanding voting securities (as
defined in the 0000 Xxx) of the Fund on 60 days' written notice to the Adviser,
or by the Adviser at any time, without the payment of any penalty, on 90 days'
written notice to the Fund. This Agreement will automatically and immediately
terminate in the event of its assignment (as defined in the 1940 Act).
11. The Adviser shall for all purposes herein be deemed to be an
independent contractor and shall, unless otherwise expressly provided herein or
authorized by the Board of Directors of the Fund from time to time, have no
authority to act for or represent the Fund in any way or otherwise be deemed an
agent of the Fund.
12. This Agreement may be amended by mutual consent, but the consent
of the Fund must be approved (a) by vote of a majority of those Directors of the
Fund who are not parties to this Agreement or "interested persons" (as defined
in the 0000 Xxx) of any such party,
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cast in person at a meeting called for the purpose of voting on such amendment,
and (b) by vote of a majority of the outstanding voting securities (as defined
in the 0000 Xxx) of the Fund.
13. Notices of any kind to be given to the Adviser by the Fund shall
be in writing and shall be duly given if mailed or delivered to the Adviser at
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Chief
Executive Officer, with a copy to: General Counsel or at such other address or
to such other individual as shall be specified by the Adviser to the Fund in
accordance with this paragraph 13. Notices of any kind to be given to the Fund
by the Adviser shall be in writing and shall be duly given if mailed or
delivered to the Fund at Credit Suisse Asset Management Income Fund, Inc., 000
Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Chairman,
with a copy to: Senior Vice President or at such other address or to such other
individual as shall be specified by the Fund to the Adviser in accordance with
this paragraph
13. The Adviser agrees to notify the Fund of any change in its
membership within a reasonable time of such change.
14. The Fund agrees that if this Agreement is terminated and the
Adviser shall no longer be the adviser to the Fund, the Fund will, within a
reasonable period of time, change its name to delete reference to "Credit Suisse
Asset Management".
15. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.
16. This Agreement may be executed in one or more counterparts, each
of which shall be deemed to be an original.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
CREDIT SUISSE ASSET MANAGEMENT INCOME
FUND, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxx
Title: Chief Financial Officer and Secretary
CREDIT SUISSE ASSET MANAGEMENT, LLC
By: /s/ Xxx Xxxxxx
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Name: Xxx Xxxxxx
Title: Managing Director
