Sub-Item 77Q1e: Amended and Restated Investment Advisory Agreement
AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
July 6, 1999, as Amended and Restated May 3, 2004 and February 21, 2005
Credit Suisse Asset Management, LLC
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Dear Sirs:
Credit Suisse Global Small Cap 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 othe 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
1.25% 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 16, 1996, 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 SMALL CAP FUND, INC.
By: /s/J. Xxxxx Xxx
Name: J. Xxxxx Xxx
Title: Vice President and Secretary
Accepted:
CREDIT SUISSE ASSET MANAGEMENT, LLC
By: /s/Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: Deputy General Counsel and Secretary
