Exhibit 77Q1e
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 Japan Equity Fund, Inc. (the "Fund"), a corporation
organizedand existing under the laws of the State of Maryland,
herewith confirms itsagreement 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 tothe 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 investmentsub-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'sexistence; 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
October 9, 1995, 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 JAPAN EQUITY 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
