Exhibit 77Q1e
AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
April 11, 2003, as Amended and Restated August 8, 2005
Credit Suisse Asset Management, LLC
000 Xxxxxxxxx Xxxxxxx
00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
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 0.75% 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
ualification 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: /s/Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: General Counsel and Secretary
