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 Small Cap Growth 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 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 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 1.00% 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
October 30, 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 SMALL CAP GROWTH 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
