Exhibit 77Q1 E
AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
April 11, 2003, as Amended and Restated August 8, 2005 and
December 1, 2006
Credit Suisse Asset Management, LLC
Eleven Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Dear Sirs:
Credit Suisse Large Cap Blend 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 (the "Advisers Act"), (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. 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 by law, 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 agreement(s) 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. Disclosure Regarding the Adviser
(a) The Adviser has reviewed the disclosure about the
Adviser contained in the Fund's registration statement and
represents and warrants that, with respect to such
disclosure about the Adviser or information related,
directly or indirectly, to the Adviser, such registration
statement contains, as of the date hereof, no untrue
statement of any material fact and does not omit any
statement of a material fact which is required to be stated
therein or necessary to make the statements contained
therein not misleading.
(b) The Adviser agrees to notify the Fund promptly of
(i) any statement about the Adviser contained in the Fund's
registration statement that becomes untrue in any material
respect, (ii) any omission of a material fact about the
Adviser in the Fund's registration statement which is
required to be stated therein or necessary to make the
statements contained therein not misleading, (iii) any
reorganization or change in the Adviser, including any
change in its ownership or key employees, or (iv) any
change in the membership of the Adviser, as long as the
Adviser is a partnership.
(c) Prior to the Fund or any affiliated person (as
defined in the 1940 Act, an "Affiliate") of the Fund using
or distributing sales literature or other promotional
material referring to the Adviser ("Promotional Material"),
the Fund shall forward such material to the Adviser and shall
allow the Adviser reasonable time to review the material.
The Adviser will not act unreasonably in its review of
Promotional Material and the Fund will use all reasonable
efforts to ensure that all Promotional Material used or
distributed by or on behalf of the Fund will comply with the
requirements of the Advisers Act, the 1940 Act and the rules
and regulations promulgated thereunder.
(d) The Adviser has supplied the Fund copies of its Form
ADV with all exhibits and attachments thereto and will
hereinafter supply the Fund, promptly upon preparation
thereof, copies of all amendments or restatements of such
document.
6. Compliance
(a) The Adviser agrees that it shall promptly notify the
Fund (i) in the event that the SEC or any other regulatory
authority has censured its activities, functions or
operations; suspended or revoked its registration as an
investment adviser; or has commenced proceedings or an
investigation that may result in any of these actions, (ii)
in the event that there is a change in the Adviser,
financial or otherwise, that adversely affects its ability
to perform services under this Agreement or (iii) upon
having a reasonable basis for believing that, as a result of
the Adviser's investing the Fund's assets, the Fund's
investment portfolio has ceased to adhere to the Fund's
investment objectives, policies and restrictions as stated
in the Prospectus or SAI or is otherwise in violation of
applicable law.
(b) The Fund agrees that it shall promptly notify the
Adviser in the event that the SEC has censured the Fund;
placed limitations upon any of its activities, functions or
operations; or has commenced proceedings or an investigation
that may result in any of these actions.
(c) The Fund shall be given access to the records of the
Adviser at reasonable times solely for the purpose of
monitoring compliance with the terms of this Agreement and
the rules and regulations applicable to the Adviser relating
to its providing investment advisory services to the Fund,
including without limitation records relating to trading by
employees of the Adviser for their own accounts and on behalf
of other clients. The Adviser agrees to cooperate with the
Fund and its representatives in connection with any such
monitoring efforts.
7. Books and Records
(a) In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Adviser hereby agrees that all
records which it maintains for the Fund are the property of
the Fund and further agrees to surrender promptly to the
Fund any of such records upon request. The Adviser further
agrees to preserve for the periods prescribed by Rule 31a-2
under the 1940 Act the records required to be maintained by
Rule 31a-1 under the 1940 Act and to preserve the records
required by Rule 204-2 under the Advisers Act for the period
specified therein.
(b) The Adviser agrees on behalf of itself and its
employees to treat confidentially and as proprietary
information of the Fund all records and other information
relative to the Fund and prior, present or potential
shareholders and not to use such records and information for
any purpose other than performance of its responsibilities
and duties hereunder except after prior notification to and
approval in writing of the Fund, which approval shall not be
unreasonably withheld and may not be withheld where the
Adviser may be exposed to civil or criminal contempt
proceedings for failure to comply or when requested to
divulge such information by duly constituted authorities.
(c) The Adviser hereby agrees to furnish to regulatory
authorities having the requisite authority any information
or reports in connection with services that the Adviser
renders pursuant to this Agreement which may be requested in
order to ascertain whether the operations of the Fund are
being conducted in a manner consistent with applicable laws
and regulations.
8. 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.
9. 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 0.50% of the Fund's average
daily net assets. The fee for the period from the date of
this Agreement to the end of the calendar 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.
10. 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
or any of its 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.
11. 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.
12. 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).
13. Representations by the Parties
(a) The Adviser represents and warrants that it is a
duly registered investment adviser under the Advisers Act, a
duly registered investment adviser in any and all states of
the United States in which the Adviser is required to be so
registered and has obtained all necessary licenses and
approvals in order to perform the services provided in this
Agreement. The Adviser covenants to maintain all necessary
registrations, licenses and approvals in effect during the
term of this Agreement.
(b) The Adviser represents that it has read and
understands the Prospectus and SAI and warrants that in
investing the Fund's assets it will use all reasonable
efforts to adhere to the Fund's investment objectives,
policies and restrictions contained therein.
(c) The Adviser represents that it has adopted a written
Code of Ethics in compliance with Rule 17j-1 under the 1940
Act and will provide the Fund with any amendments to such
Code and will provide any certifications required by Rule
17j-1.
(d) The Fund represents that a copy of its Articles of
Incorporation, dated July 31, 1998, together with all
amendments thereto, is on file in the Department of
Assessments and Taxation of the State of Maryland.
14. 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 business trusts may include
the name "CS", "CSFB", "CSAM" or "Credit Suisse" (or any
combination thereof) as part of their names, and that the
Adviser or its affiliates may enter into advisory or other
agreements with such other corporations or business 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 LARGE CAP BLEND FUND, INC.
By: /s/J. Xxxxx Xxx
Name: J. Xxxxx Xxx
Title: Vice President and Secretary
Accepted:
CREDIT SUISSE ASSET MANAGEMENT, LLC
By: Xxxxxx X. Plump
Name: Xxxxxx X. Plump
Title: Managing Director
