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 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 0.70% 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. ThisAgreement 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", "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 CAPITAL APPRECIATION FUND
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
