Common use of Investment Description Clause in Contracts

Investment Description. Appointment Each of the Series Funds, on behalf of their respective Series, and the High Yield Bond Fund desires to employ the capital of such Series or 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 Funds' Prospectus(es) and Statement(s) of Additional Information, if any, 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 each Series or Fund. Copies of the Funds' Prospectuses and SAIs have been or will be submitted to the Adviser. The Funds desire to employ and hereby appoint the Adviser to act as investment adviser to each of the Series or Funds. 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 each Series and Fund, the Adviser will (a) act in strict conformity with the Funds' Agreements and Declarations 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 such Series' or Fund's assets in accordance with such Series' or Fund's investment objective and policies as stated in the Funds' Prospectuses and SAIs, (c) make investment decisions for such Series or Fund, (d) place purchase and sale orders for securities on behalf of such Series or Fund, (e) exercise voting rights in respect of portfolio securities and other investments for such Series or Fund, and (f) monitor and evaluate the services provided by such Series' or 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 such Series' or Fund's investments and conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of such Series' or Fund's assets. In addition, the Adviser will furnish each Series and Fund with whatever statistical information such Series or Fund may reasonably request with respect to the securities that such Series or Fund may hold or contemplate purchasing. Subject to the approval of the Board of Trustees of each of the Series Funds and where required, such Series Fund's shareholders, the Adviser may engage an investment sub-adviser or sub-advisers to provide advisory services in respect of such Series 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 such Series 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 such Series and the Series' Board of Trustees and subject to the requirements of the 1940 Act. 3. Brokerage In executing transactions for each Series and 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 each Series and 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 each Series and Fund informed of developments materially affecting such Series or Fund, and will, on its own initiative, furnish such Series or 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 any Series or 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 each Fund and Series or to shareholders of such Series or 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, each Series and Fund will pay the Adviser the annual fee applicable to such Series or Fund calculated at an annual rate set forth on Annex I hereto of such Series' or 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 each Series' and Fund's net assets shall be computed at the times and in the manner specified in such Series' or Fund's Prospectus or SAI. With respect to the Credit Suisse Capital Funds, such fee shall be accrued daily and be payable in arrears on the last day of each calendar month for services performed hereunder during such month. With respect to the Credit Suisse Opportunity Funds, such fee shall be calculated and payable monthly. The fee for the Credit Suisse High Yield Bond Fund shall be computed and payable monthly, at the annual rate set forth for the DLJ High Yield Bond Fund on Annex I hereto, of the average weekly value of such Fund's total assets minus the sum of accrued liabilities (other than aggregate indebtedness constituting leverage). 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. Each Series and 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 such Series or 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 Series or Fund; Securities and Exchange Commission fees and state blue sky qualification fees; charges of custodians and transfer and dividend disbursing agents; such Series' or Fund's proportionate share of insurance premiums; outside auditing and legal expenses; costs of maintenance of such Series' or 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 such Series or Fund and of the officers or Board of Trustees of such Series or Fund; and any extraordinary expenses. Each Series and Fund will be responsible for nonrecurring expenses which may arise, including costs of litigation to which such Series or Fund is a party and of indemnifying officers and Trustees of such Series or Fund with respect to such litigation and other expenses as determined by the Trustees. 8. Services to Other Companies or Accounts Each Fund and Series 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 such Series or Fund has no objection to the Adviser so acting, provided that whenever such Series or 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. Each Series and Fund recognizes that in some cases this procedure may adversely affect the size of the position obtainable for such Series or Fund. In addition, each Series and 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) (i) in the case of a Series, the Board of Trustees of the Fund of which such Series is a part or (ii) in the case of the High Yield Bond Fund, the Board of Trustees of the Fund or (b) a vote of a "majority" (as defined in the 1000 Xxx) of each Series' and Fund's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Board of Trustees of the applicable Fund, 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 with respect to a Series or Fund, without penalty, on 60 days' written notice, by the Board of Trustees of such Series and Fund or by vote of holders of a majority of such Series' or 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 Funds represent that copies of their Agreements and Declarations of Trust, together with all amendments thereto, are on file in such state where such Fund is registered. 11.

Appears in 1 contract

Samples: Investment Advisory Agreement (Credit Suisse High Yield Bond Fund)

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Investment Description. Appointment Each of the Series Funds, on behalf of their respective Series, and the High Yield Bond Fund The Trust desires to employ the capital of such Series or Fund the Trust 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 Funds' Trust's Prospectus(es) and Statement(s) of Additional Information, if any, 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 each Series or Fundthe Trust. Copies of the Funds' Prospectuses Trust's Prospectus and SAIs SAI have been or will be submitted to the Adviser. The Funds desire Trust desires to employ and hereby appoint appoints the Adviser to act as investment adviser to each of the Series or FundsTrust. 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 each Series and Fundthe Trust, the Adviser will (a) act in strict conformity with the Funds' Agreements Trust's Agreement and Declarations 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 such Series' or Fundthe Trust's assets in accordance with such Series' or Fundthe Trust's investment objective and policies as stated in the Funds' Prospectuses Trust's Prospectus and SAIsSAI, (c) make investment decisions for such Series or Fundthe Trust, (d) place purchase and sale orders for securities on behalf of such Series or Fundthe Trust, (e) exercise voting rights in respect of portfolio securities and other investments for such Series or Fundthe Trust, and (f) monitor and evaluate the services provided by such Series' or Fundthe Trust'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 such Series' or Fundthe Trust's investments and conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of such Series' or Fundthe Trust's assets. In addition, the Adviser will furnish each Series and Fund the Trust with whatever statistical information such Series or Fund the Trust may reasonably request with respect to the securities that such Series or Fund the Trust may hold or contemplate purchasing. Subject to the approval of the Board of Trustees of each of the Series Funds Trust and where required, such Series Fundthe Trust's shareholders, the Adviser may engage an investment sub-adviser or sub-advisers to provide advisory services in respect of such Series the Trust 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 such Series the Trust with the services required to be performed by such investment sub-sub- adviser(s) under the applicable investment sub-advisory agreements or arranging for a successor investment sub-sub- adviser(s) to provide such services on terms and conditions acceptable to such Series the Trust and the Series' Trust's Board of Trustees and subject to the requirements of the 1940 Act. 3. Brokerage In executing transactions for each Series and Fundthe Trust, 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 each Series and Fund the Trust and/or other accounts over which the Adviser or an affiliate exercises investment discretion. 4. Information Provided to the Fund Trust The Adviser will keep each Series and Fund the Trust informed of developments materially affecting such Series or Fundthe Trust, and will, on its own initiative, furnish such Series or Fund the Trust 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 any Series or Fund the Trust 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 each Fund and Series the Trust or to shareholders of such Series or Fund the Trust 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 Adviseradviser's reckless disregard of its obligations and duties under this Agreement. 6. Compensation In consideration of the services rendered pursuant to this Agreement, each Series and Fund the Trust will pay the Adviser the annual a monthly fee applicable to such Series or Fund calculated at an annual rate set forth on Annex I hereto of such Series' or Fund1.00% of the Portfolio's average daily net assets. The fee for the period from the date of this Agreement to the end of the year month shall be prorated according to the proportion that such period bears to the full yearly monthly period. Upon any termination of this Agreement before the end of a yearmonth, the fee for such part of that year month shall be prorated according to the proportion that such period bears to the full yearly monthly 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 each Series' and Fundthe Trust's net assets shall be computed at the times and in the manner specified in such Series' or Fundthe Trust's Prospectus or SAI. With respect to the Credit Suisse Capital Funds, such fee shall be accrued daily and be payable in arrears on the last day of each calendar month for services performed hereunder during such month. With respect to the Credit Suisse Opportunity Funds, such fee shall be calculated and payable monthly. The fee for the Credit Suisse High Yield Bond Fund shall be computed and payable monthly, at the annual rate set forth for the DLJ High Yield Bond Fund on Annex I hereto, of the average weekly value of such Fund's total assets minus the sum of accrued liabilities (other than aggregate indebtedness constituting leverage). 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. Each Series and Fund The Trust 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 such Series or Fund the Trust who are not officers, directors, or employees of the Adviser, any sub-sub- adviser or any of their affiliates; fees of any pricing service employed to value shares of the Series or FundTrust; Securities and Exchange Commission fees and state blue sky qualification fees; charges of custodians and transfer and dividend disbursing agents; such Series' or Fundthe Trust's proportionate share of insurance premiums; outside auditing and legal expenses; costs of maintenance of such Series' or Fundthe Trust'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 such Series or Fund the Trust and of the officers or Board of Trustees of such Series or Fundthe Trust; and any extraordinary expenses. Each Series and Fund The Trust will be responsible for nonrecurring expenses which may arise, including costs of litigation to which such Series or Fund the Trust is a party and of indemnifying officers and Trustees of such Series or Fund the Trust with respect to such litigation and other expenses as determined by the Trustees. 8. Services to Other Companies or Accounts Each Fund and Series 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 such Series or Fund has no objection to the Adviser so acting, provided that whenever such Series or 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. Each Series and Fund recognizes that in some cases this procedure may adversely affect the size of the position obtainable for such Series or Fund. In addition, each Series and 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) (i) in the case of a Series, the Board of Trustees of the Fund of which such Series is a part or (ii) in the case of the High Yield Bond Fund, the Board of Trustees of the Fund or (b) a vote of a "majority" (as defined in the 1000 Xxx) of each Series' and Fund's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Board of Trustees of the applicable Fund, 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 with respect to a Series or Fund, without penalty, on 60 days' written notice, by the Board of Trustees of such Series and Fund or by vote of holders of a majority of such Series' or 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 Funds represent that copies of their Agreements and Declarations of Trust, together with all amendments thereto, are on file in such state where such Fund is registered. 11.

Appears in 1 contract

Samples: Agreement and Plan (Credit Suisse Trust)

Investment Description. Appointment Each of the Series Funds, on behalf of their respective Series, and the High Yield Bond The Fund desires to employ the capital of such Series or the Fund by investing and reinvesting in investments of the kind and in accordance with the limitations specified in its Agreement and Declaration Articles of TrustIncorporation, as may be amended from time to time, and in the Funds' Fund's Prospectus(es) and Statement(s) of Additional Information, if any, 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 Directors of each Series or the Fund. Copies of the Funds' Prospectuses Fund's Prospectus and SAIs SAI have been or will be submitted to the Adviser. The Funds desire Fund desires to employ and hereby appoint appoints the Adviser to act as investment adviser to each of the Series or FundsFund. 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 Directors of each Series and the Fund, the Adviser will (a) act in strict conformity with the Funds' Agreements and Declarations Fund's Articles of TrustIncorporation, 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 amendedamended (the "Advisers Act"), (b) manage such Series' or the Fund's assets in accordance with such Series' or the Fund's investment objective and policies as stated in the Funds' Prospectuses Fund's Prospectus and SAIsSAI, (c) make investment decisions for such Series or the Fund, (d) place purchase and sale orders for securities on behalf of such Series or the Fund, (e) exercise voting rights in respect of portfolio securities and other investments for such Series or the Fund, and (f) monitor and evaluate the services provided by such Series' or the Fund's investment sub-adviser(s), if any, under the terms of the applicable investment sub-advisory agreement(s)agreement. In providing those services, the Adviser will provide investment research and supervision of such Series' or the Fund's investments and conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of such Series' or the Fund's assets. In addition, the Adviser will furnish each Series and the Fund with whatever statistical information such Series or the Fund may reasonably request with respect to the securities that such Series or the Fund may hold or contemplate purchasing. Subject to the approval of the Board of Trustees of each Directors of the Series Funds and Fund and, where requiredrequired by law, such Series the Fund's shareholders, the Adviser may engage an investment sub-adviser or sub-advisers to provide advisory services in respect of such Series 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 such Series the Fund with the services required to be performed by such investment sub-adviser(sadviser (s) under the applicable investment sub-advisory agreements agreement(s) or arranging for a successor investment sub-adviser(s) to provide such services on terms and conditions acceptable to such Series the Fund and the Series' Fund's Board of Trustees Directors and subject to the requirements of the 1940 Act. 3. Brokerage In executing transactions for each Series and 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 each Series and 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 each Series and the Fund informed of developments materially affecting such Series or the Fund, and will, on its own initiative, furnish such Series or the Fund from time to time with whatever information the Adviser believes is appropriate for this purpose. 5. Standard of Care Disclosure Regarding the Adviser (a) The Adviser shall exercise its best judgment in rendering has reviewed 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 any Series or Fund in connection with the matters to which this Agreement relates, provided that nothing herein shall be deemed to protect or purport to protect disclosure about the Adviser against any liability contained in the Fund's registration statement and represents and warrants that, with respect to each Fund and Series or to shareholders of such Series or Fund to which disclosure about the Adviser would otherwise be subject by reason of willful misfeasanceor information related, bad faith directly 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 Agreementindirectly, each Series and Fund will pay the Adviser the annual fee applicable to such Series or Fund calculated at an annual rate set forth on Annex I hereto of such Series' or 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, such registration statement contains, as of the value date hereof, no untrue statement of each Series' 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 net assets shall be computed at registration statement that becomes untrue in any material respect, (ii) any omission of a material fact about the times and Adviser in the manner specified in such Series' or Fund's Prospectus registration statement which is required to be stated therein or SAI. With respect necessary to make the Credit Suisse Capital Fundsstatements contained therein not misleading, such fee shall be accrued daily and be payable (iii) any reorganization or change in arrears on the last day of each calendar month for services performed hereunder during such month. With respect to the Credit Suisse Opportunity Funds, such fee shall be calculated and payable monthly. The fee for the Credit Suisse High Yield Bond Fund shall be computed and payable monthly, at the annual rate set forth for the DLJ High Yield Bond Fund on Annex I hereto, of the average weekly value of such Fund's total assets minus the sum of accrued liabilities (other than aggregate indebtedness constituting leverage). 7. Expenses The Adviser will bear all expenses in connection with the performance of its services under this AgreementAdviser, including the fees payable to any investment sub-adviser engaged pursuant to paragraph 2 of this Agreement. Each Series and Fund will bear its proportionate share of certain other expenses to be incurred change in its operation, including: investment advisory and administration fees; taxes, interest, brokerage fees and commissions, if any; fees of Trustees of such Series ownership or Fund who are not officers, directorskey employees, or employees (iv) any change in the membership of the Adviser, any sub-adviser or any of their affiliates; fees of any pricing service employed to value shares of as long as the Series or Fund; Securities and Exchange Commission fees and state blue sky qualification fees; charges of custodians and transfer and dividend disbursing agents; such Series' or Fund's proportionate share of insurance premiums; outside auditing and legal expenses; costs of maintenance of such Series' or 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 such Series or Fund and of the officers or Board of Trustees of such Series or Fund; and any extraordinary expenses. Each Series and Fund will be responsible for nonrecurring expenses which may arise, including costs of litigation to which such Series or Fund Adviser is a party and of indemnifying officers and Trustees of such Series or Fund with respect partnership. (c) Prior to such litigation and other expenses as determined by the Trustees. 8. Services to Other Companies or Accounts Each Fund and Series 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 such Series or Fund has no objection to the Adviser so acting, provided that whenever such Series or 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. Each Series and Fund recognizes that in some cases this procedure may adversely affect the size of the position obtainable for such Series or Fund. In addition, each Series and 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) (i) in the case of a Series, the Board of Trustees of the Fund of which such Series is a part or (ii) in the case of the High Yield Bond Fund, the Board of Trustees of the Fund or (b) a vote of a "majority" any affiliated person (as defined in the 1000 Xxx1940 Act, an "Affiliate") of each Series' 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 Fund's outstanding voting securities, provided 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 in either event the continuance is also approved all Promotional Material used or distributed by a majority or on behalf of the Board of Trustees Fund will comply with the requirements of the applicable 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, who are not "interested persons" (as defined in said Act) promptly upon preparation thereof, copies 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 with respect to a Series all amendments or Fund, without penalty, on 60 days' written notice, by the Board of Trustees restatements of such Series and Fund or by vote of holders of a majority of such Series' or Fund's shares, or upon 90 days' written notice, by the Adviserdocument. This Agreement will also terminate automatically in the event of its assignment (as defined in said Act). 10. Representation by the Fund The Funds represent that copies of their Agreements and Declarations of Trust, together with all amendments thereto, are on file in such state where such Fund is registered. 116.

Appears in 1 contract

Samples: Credit Suisse Institutional Fixed Income Fund Inc

Investment Description. Appointment Each of The Trust anticipates that the Series Funds, on behalf of their respective Series, and the High Yield Bond Fund desires to will employ the its capital of such Series or Fund by investing and reinvesting in investments of the kind and in accordance with the investment objective, policies and limitations specified in its Agreement and Declaration of Trust, dated January 19, 1996, as may be amended from time to time (the "Declaration of Trust"), its By-laws, as amended from time to time, in the Fund's prospectus (the "Prospectus") and the statement of additional information (the "Statement") filed with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended (the "1940 Act"), and the Securities Act of 1933, as amended, as part of the Trust's Registration Statement on Form N- 1A, as amended from time to time, and in the Funds' Prospectus(es) and Statement(s) of Additional Information, if any, as from time to time in effect (the "Prospectus" and "SAI," respectively), and in such manner and to such the extent as may from time to time be approved by in the Board manner set forth in the Declaration of Trustees of each Series or FundTrust. Copies of the Funds' Prospectuses Fund's Prospectus, Statement, Declaration of Trust and SAIs By-laws have been or will be submitted to the AdviserManager. The Funds desire Fund desires to employ and hereby appoint appoints the Adviser Manager to act as its investment adviser adviser, to each oversee the administration of all aspects of the Series or Funds. The Adviser accepts Fund's business and affairs and to supervise the appointment performance of professional services provided by others, including the administrator, transfer agent, custodian and agrees distributor to furnish the services for the compensation set forth belowFund. 2. Services as Investment Adviser Subject to the overall supervision and direction of the Board of Trustees of each Series and Fund, the Adviser will (a) act in strict conformity with the Funds' Agreements and Declarations of Trust, the Investment Company Manager shall have general responsibility for the investment and management of the Fund's assets, subject to and in accordance with the Fund's investment objective, policies and restrictions as stated in the Prospectus and Statement, as from time to time in effect, and the Declaration of Trust and By-laws, the 1940 Act of 1940 (the "1940 Act") and the Investment Advisers Advisors Act of 1940, as the same may from time to time be amended. In discharging its responsibility, (b) manage such Series' or Fund's assets in accordance with such Series' or the Manager shall seek to replicate as closely as possible the performance of the Lxxxxx Brothers Aggregate Bond Index before the deduction of Fund expenses and shall determine and monitor the investments of the Fund's investment objective and policies as stated in portfolios accordingly. 3. Information Provided to the Funds' Prospectuses and SAIs, (c) make investment decisions for such Series or Fund, (d) place purchase and sale orders for securities on behalf Trust The Manager will keep the Fund informed of such Series or Fund, (e) exercise voting rights in respect of portfolio securities and other investments for such Series or Fund, and (f) monitor and evaluate developments materially affecting the services provided by such Series' or 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 such Series' or Fund's investments and conduct a continual program of investment, evaluation portfolio and, if appropriate, sale and reinvestment of such Series' or Fund's assets. In addition, in addition to providing the Adviser will furnish each Series and Fund Trust with whatever statistical or other information such Series or Fund the Trust may reasonably request with respect to the securities that such Series or Fund may hold or contemplate purchasing. Subject to the approval of the Board of Trustees of each of the Series Funds and where required, such Series Fund's shareholdersits investments, the Adviser may engage an investment sub-adviser or sub-advisers to provide advisory services in respect of such Series 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 such Series 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 such Series and the Series' Board of Trustees and subject to the requirements of the 1940 Act. 3. Brokerage In executing transactions for each Series and 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 each Series and 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 each Series and Fund informed of developments materially affecting such Series or Fund, and Manager will, on its own initiative, furnish such Series or Fund the Trust from time to time with whatever information the Adviser Manager believes is appropriate for this purpose. 54. Standard of Care The Adviser Manager shall exercise its best judgment in rendering the services listed in paragraphs 2, 3 and 4 paragraph 2 above. The Adviser Manager shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Series or Fund the Trust in connection with the matters to which this Agreement relates, provided that nothing herein in this Agreement shall be deemed to protect or purport to protect the Adviser Manager against any liability to each Fund and Series the Trust or to shareholders holders of such Series or Fund the Fund's shares ("Shareholders") to which the Adviser Manager 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 AdviserManager's reckless disregard of its obligations and duties under this Agreement. 65. Compensation Indemnification (a) The Trust shall indemnify and hold the Manager harmless from and against any and all claims, costs, expenses (including reasonable attorneys' fees), losses, damages, charges, payments and liabilities of any sort or kind which may be asserted against the Manager or for which the Manager may be held to be liable in connection with this Agreement or the Manager's performance hereunder (a "Claim"), unless such Claim resulted from a grossly negligent act or omission to act or bad faith by the Manager in the performance of its duties hereunder. (b) In consideration any case in which the Trust may be asked to indemnify or hold the Manager harmless, the Manager will notify the Trust promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Trust although the failure to do so shall not prevent recovery by the Manager and shall keep the Trust advised with respect to all developments concerning such situation. The Trust shall have the option to defend the Manager against any Claim which may be the subject of this indemnification, and, in the event that the Trust so elects, such defense shall be conducted by counsel chosen by the Trust and satisfactory to the Manager, and thereupon the Trust shall take over complete defense of the services rendered pursuant to this Agreement, each Series Claim and Fund will pay the Adviser the annual fee applicable to such Series Manager shall sustain no further legal or Fund calculated at an annual rate set forth on Annex I hereto other expenses in respect of such Series' or Fund's average daily net assetsClaim. The fee for Manager will not confess any Claim or make any compromise in any case in which the period from Trust will be asked to provide indemnification, except with the date of this Agreement to the end Trust's prior written consent. The obligations of the year parties hereto under this Section 5 shall be prorated according to survive 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 each Series' and Fund's net assets shall be computed at the times and in the manner specified in such Series' or Fund's Prospectus or SAI. With respect to the Credit Suisse Capital Funds, such fee shall be accrued daily and be payable in arrears on the last day of each calendar month for services performed hereunder during such month. With respect to the Credit Suisse Opportunity Funds, such fee shall be calculated and payable monthly. The fee for the Credit Suisse High Yield Bond Fund shall be computed and payable monthly, at the annual rate set forth for the DLJ High Yield Bond Fund on Annex I hereto, of the average weekly value of such Fund's total assets minus the sum of accrued liabilities (other than aggregate indebtedness constituting leverage). 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. Each Series and 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 such Series or 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 Series or Fund; Securities and Exchange Commission fees and state blue sky qualification fees; charges of custodians and transfer and dividend disbursing agents; such Series' or Fund's proportionate share of insurance premiums; outside auditing and legal expenses; costs of maintenance of such Series' or 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 such Series or Fund and of the officers or Board of Trustees of such Series or Fund; and any extraordinary expenses. Each Series and Fund will be responsible for nonrecurring expenses which may arise, including costs of litigation to which such Series or Fund is a party and of indemnifying officers and Trustees of such Series or Fund with respect to such litigation and other expenses as determined by the Trustees. 8. Services to Other Companies or Accounts Each Fund and Series 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 such Series or Fund has no objection to the Adviser so acting, provided that whenever such Series or 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. Each Series and Fund recognizes that in some cases this procedure may adversely affect the size of the position obtainable for such Series or Fund. In addition, each Series and 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) (i) in the case of a Series, the Board of Trustees of the Fund of which such Series is a part or (ii) in the case of the High Yield Bond Fund, the Board of Trustees of the Fund or (b) a vote of a "majority" (as defined in the 1000 Xxx) of each Series' and Fund's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Board of Trustees of the applicable Fund, 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 with respect to a Series or Fund, without penalty, on 60 days' written notice, by the Board of Trustees of such Series and Fund or by vote of holders of a majority of such Series' or 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 Funds represent that copies of their Agreements and Declarations of Trust, together with all amendments thereto, are on file in such state where such Fund is registered. 11.

Appears in 1 contract

Samples: Bt Insurance Funds Trust /Ma/

Investment Description. Appointment Each of the Series Funds, on behalf of their respective Series, and the High Yield Bond Fund desires to employ the capital of such Series or 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 Funds' Prospectus(es) and Statement(s) of Additional Information, if any, 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 each Series or Fund. Copies of the Funds' Prospectuses and SAIs have been or will be submitted to the Adviser. The Funds desire to employ and hereby appoint the Adviser to act as investment adviser to each of the Series or Funds. 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 each Series and Fund, the Adviser will (a) act in strict conformity with the Funds' Agreements and Declarations 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 such Series' or Fund's assets in accordance with such Series' or Fund's investment objective and policies as stated in the Funds' Prospectuses and SAIs, (c) make investment decisions for such Series or Fund, (d) place purchase and sale orders for securities on behalf of such Series or Fund, (e) exercise voting rights in respect of portfolio securities and other investments for such Series or Fund, and (f) monitor and evaluate the services provided by such Series' or 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 such Series' or Fund's investments and conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of such Series' or Fund's assets. In addition, the Adviser will furnish each Series and Fund with whatever statistical information such Series or Fund may reasonably request with respect to the securities that such Series or Fund may hold or contemplate purchasing. Subject to the approval of the Board of Trustees of each of the Series Funds and where required, such Series Fund's shareholders, the Adviser may engage an investment sub-adviser or sub-advisers to provide advisory services in respect of such Series 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 such Series 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 such Series and the Series' Board of Trustees and subject to the requirements of the 1940 Act. 3. Brokerage In executing transactions for each Series and 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 each Series and 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 each Series and Fund informed of developments materially affecting such Series or Fund, and will, on its own initiative, furnish such Series or 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 any Series or 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 each Fund and Series or to shareholders of such Series or 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, each Series and Fund will pay the Adviser the annual fee applicable to such Series or Fund calculated at an annual rate set forth on Annex I hereto of such Series' or 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 each Series' and Fund's net assets shall be computed at the times and in the manner specified in such Series' or Fund's Prospectus or SAI. SAI With respect to the Credit Suisse Capital Funds, such fee shall be accrued daily and be payable in arrears on the last day of each calendar month for services performed hereunder during such month. With respect to the Credit Suisse Opportunity FundsFunds , such fee shall be calculated and payable monthly. The fee for the Credit Suisse High Yield Bond Fund shall be computed and payable monthly, at the annual rate set forth for the DLJ High Yield Bond Fund on Annex I hereto, of the average weekly value of such Fund's total assets minus the sum of accrued liabilities (other than aggregate indebtedness constituting leverage). 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. Each Series and Fund will bear its proportionate share of certain other expenses to be incurred in its operation, including: investment advisory and administration fees; taxesfees;taxes, interest, brokerage fees and commissions, if any; fees of Trustees of such Series or Fund who are not officers, directors, or employees of the Adviser, any sub-sub- adviser or any of their affiliates; fees of any pricing service employed to value shares of the Series or Fund; Securities and Exchange Commission fees and state blue sky qualification fees; charges of custodians and transfer and dividend disbursing agents; such Series' or Fund's proportionate share of insurance premiums; outside auditing and legal expenses; costs of maintenance of such Series' or 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 such Series or Fund and of the officers or Board of Trustees of such Series or Fund; and any extraordinary expenses. Each Series and Fund will be responsible for nonrecurring expenses which may arise, including costs of litigation to which such Series or Fund is a party and of indemnifying officers and Trustees of such Series or Fund with respect to such litigation and other expenses as determined by the Trustees. 8. Services to Other Companies or Accounts Each Fund and Series 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 such Series or Fund has no objection to the Adviser so acting, provided that whenever such Series or 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. Each Series and Fund recognizes that in some cases this procedure may adversely affect the size of the position obtainable for such Series or Fund. In addition, each Series and 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) (i) in the case of a Series, the Board of Trustees of the Fund of which such Series is a part or (ii) in the case of the High Yield Bond Fund, the Board of Trustees of the Fund or (b) a vote of a "majority" (as defined in the 1000 0000 Xxx) of each Series' and Fund's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Board of Trustees of the applicable Fund, 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 with respect to a Series or Fund, without penalty, on 60 days' written notice, by the Board of Trustees of such Series and Fund or by vote of holders of a majority of such Series' or 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 Funds represent that copies of their Agreements and Declarations of Trust, together with all amendments thereto, are on file in such state where such Fund is registered. 11.

Appears in 1 contract

Samples: Investment Advisory Agreement (Credit Suisse Capital Funds)

Investment Description. Appointment Each of the Series Funds, on behalf of their respective Series, and the High Yield Bond Fund The Trust desires to employ the capital of such Series or Fund the Trust 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 Funds' Trust's Prospectus(es) and Statement(s) of Additional Information, if any, 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 each Series or Fundthe Trust. Copies of the Funds' Prospectuses Trust's Prospectus and SAIs SAI have been or will be submitted to the Adviser. The Funds desire Trust desires to employ and hereby appoint appoints the Adviser to act as investment adviser to each of the Series or FundsTrust. The Adviser accepts the appointment and agrees to furnish the services for the compensation set forth below. 2. Services 0.Xxxxxxxx as Investment Adviser Subject to the supervision and direction of the Board of Trustees of each Series and Fundthe Trust, the Adviser will (a) act in strict conformity with the Funds' Agreements Trust's Agreement and Declarations 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 such Series' or Fundthe Trust's assets in accordance with such Series' or Fundthe Trust's investment objective and policies as stated in the Funds' Prospectuses Trust's Prospectus and SAIsSAI, (c) make investment decisions for such Series or Fundthe Trust, (d) place purchase and sale orders for securities on behalf of such Series or Fundthe Trust, (e) exercise voting rights in respect of portfolio securities and other investments for such Series or Fundthe Trust, and (f) monitor and evaluate the services provided by such Series' or Fundthe Trust'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 such Series' or Fundthe Trust's investments and conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of such Series' or Fundthe Trust's assets. In addition, the Adviser will furnish each Series and Fund the Trust with whatever statistical information such Series or Fund the Trust may reasonably request with respect to the securities that such Series or Fund the Trust may hold or contemplate purchasing. Subject to the approval of the Board of Trustees of each of the Series Funds Trust and where required, such Series Fundthe Trust's shareholders, the Adviser may engage an investment sub-adviser or sub-advisers to provide advisory services in respect of such Series the Trust 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 such Series the Trust 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 such Series the Trust and the Series' Trust's Board of Trustees and subject to the requirements of the 1940 Act. 3. Brokerage 3.Brokerage In executing transactions for each Series and Fundthe Trust, 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 each Series and Fund the Trust and/or other accounts over which the Adviser or an affiliate exercises investment discretion. 4. Information 4.Information Provided to the Fund Trust The Adviser will keep each Series and Fund the Trust informed of developments materially affecting such Series or Fundthe Trust, and will, on its own initiative, furnish such Series or Fund the Trust from time to time with whatever information the Adviser believes is appropriate for this purpose. 5. Standard 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 any Series or Fund the Trust 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 each Fund and Series the Trust or to shareholders of such Series or Fund the Trust 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 6.Compensation In consideration of the services rendered pursuant to this Agreement, each Series and Fund the Trust will pay the Adviser the an annual fee applicable to such Series or Fund calculated at an annual rate set forth on Annex I hereto of such Series' or Fund1.00% of the Portfolio'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 each Series' and Fundthe Trust's net assets shall be computed at the times and in the manner specified in such Series' or Fundthe Trust's Prospectus or SAI. With respect to the Credit Suisse Capital Funds, such fee shall be accrued daily and be payable in arrears on the last day of each calendar month for services performed hereunder during such month. With respect to the Credit Suisse Opportunity Funds, such fee shall be calculated and payable monthly. The fee for the Credit Suisse High Yield Bond Fund shall be computed and payable monthly, at the annual rate set forth for the DLJ High Yield Bond Fund on Annex I hereto, of the average weekly value of such Fund's total assets minus the sum of accrued liabilities (other than aggregate indebtedness constituting leverage). 7. Expenses 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. Each Series and Fund The Trust 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 such Series or Fund the Trust 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 Series or FundTrust; Securities and Exchange Commission fees and state blue sky qualification fees; charges of custodians and transfer and dividend disbursing agents; such Series' or Fundthe Trust's proportionate share of insurance premiums; outside auditing and legal expenses; costs of maintenance of such Series' or Fundthe Trust'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 such Series or Fund the Trust and of the officers or Board of Trustees of such Series or Fundthe Trust; and any extraordinary expenses. Each Series and Fund The Trust will be responsible for nonrecurring expenses which may arise, including costs of litigation to which such Series or Fund the Trust is a party and of indemnifying officers and Trustees of such Series or Fund the Trust with respect to such litigation and other expenses as determined by the Trustees. 8. Services to Other Companies or Accounts Each Fund and Series 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 such Series or Fund has no objection to the Adviser so acting, provided that whenever such Series or 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. Each Series and Fund recognizes that in some cases this procedure may adversely affect the size of the position obtainable for such Series or Fund. In addition, each Series and 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) (i) in the case of a Series, the Board of Trustees of the Fund of which such Series is a part or (ii) in the case of the High Yield Bond Fund, the Board of Trustees of the Fund or (b) a vote of a "majority" (as defined in the 1000 Xxx) of each Series' and Fund's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Board of Trustees of the applicable Fund, 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 with respect to a Series or Fund, without penalty, on 60 days' written notice, by the Board of Trustees of such Series and Fund or by vote of holders of a majority of such Series' or 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 Funds represent that copies of their Agreements and Declarations of Trust, together with all amendments thereto, are on file in such state where such Fund is registered. 110.

Appears in 1 contract

Samples: Investment Advisory Agreement (Credit Suisse Trust)

Investment Description. Appointment Each of the Series Funds, on behalf of their respective Series, and the High Yield Bond The Fund desires to employ the capital of such Series or the Fund by investing and reinvesting in investments of the kind and in accordance with the limitations specified in its Agreement and Declaration Articles of TrustIncorporation, as may be amended from time to time, and in the Funds' Fund's Prospectus(es) and Statement(s) of Additional Information, if any, 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 Directors of each Series or the Fund. Copies of the Funds' Prospectuses Fund's Prospectus and SAIs SAI have been or will be submitted to the Adviser. The Funds desire Fund desires to employ and hereby appoint appoints the Adviser to act as investment adviser to each of the Series or FundsFund. 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 Directors of each Series and the Fund, the Adviser will (a) act in strict conformity with the Funds' Agreements and Declarations Fund's Articles of TrustIncorporation, 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 such Series' or the Fund's assets in accordance with such Series' or the Fund's investment objective and policies as stated in the Funds' Prospectuses Fund's Prospectus and SAIsSAI, (c) make investment decisions for such Series or the Fund, (d) place purchase and sale orders for securities on behalf of such Series or the Fund, (e) exercise voting rights in respect of portfolio securities and other investments for such Series or the Fund, and (f) monitor and evaluate the services provided by such Series' or the Fund's investment sub-adviser(s), if any, under the terms of the applicable investment sub-sub- advisory agreement(s). In providing those services, the Adviser will provide investment research and supervision of such Series' or the Fund's investments and conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of such Series' or the Fund's assets. In addition, the Adviser will furnish each Series and the Fund with whatever statistical information such Series or the Fund may reasonably request with respect to the securities that such Series or the Fund may hold or contemplate purchasing. Subject to the approval of the Board of Trustees of each Directors of the Series Funds Fund and where required, such Series the Fund's shareholders, the Adviser may engage an investment sub-adviser or sub-advisers to provide advisory services in respect of such Series 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 such Series the Fund with the services required to be performed by such investment sub-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 such Series the Fund and the Series' Fund's Board of Trustees Directors and subject to the requirements of the 1940 Act. 3. Brokerage In executing transactions for each Series and 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 each Series and 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 each Series and the Fund informed of developments materially affecting such Series or the Fund, and will, on its own initiative, furnish such Series or 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 any Series or 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 each the Fund and Series or to shareholders of such Series or 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, each Series and the Fund will pay the Adviser the an annual fee applicable to such Series or Fund calculated at an annual rate set forth on Annex I hereto of such Series' or 0.90% 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 each Series' and the Fund's net assets shall be computed at the times and in the manner specified in such Series' or the Fund's Prospectus or SAI. With respect to the Credit Suisse Capital Funds, such fee shall be accrued daily and be payable in arrears on the last day of each calendar month for services performed hereunder during such month. With respect to the Credit Suisse Opportunity Funds, such fee shall be calculated and payable monthly. The fee for the Credit Suisse High Yield Bond Fund shall be computed and payable monthly, at the annual rate set forth for the DLJ High Yield Bond Fund on Annex I hereto, of the average weekly value of such Fund's total assets minus the sum of accrued liabilities (other than aggregate indebtedness constituting leverage). 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. Each Series and 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 Directors of such Series or 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 Series or Fund; Securities and Exchange Commission fees and state blue sky qualification fees; charges of custodians and transfer and dividend disbursing agents; such Series' or the Fund's proportionate share of insurance premiums; outside auditing and legal expenses; costs of maintenance of such Series' or 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 such Series or the Fund and of the officers or Board of Trustees Directors of such Series or the Fund; and any extraordinary expenses. Each Series and The Fund will be responsible for nonrecurring expenses which may arise, including costs of litigation to which such Series or the Fund is a party and of indemnifying officers and Trustees Directors of such Series or the Fund with respect to such litigation and other expenses as determined by the TrusteesDirectors. 8. Services to Other Companies or Accounts Each The Fund and Series 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 such Series or the Fund has no objection to the Adviser so acting, provided that whenever such Series or 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. Each Series and The Fund recognizes that in some cases this procedure may adversely affect the size of the position obtainable for such Series or the Fund. In addition, each Series and 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 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) (i) in the case of a Series, the Board of Trustees of the Fund of which such Series is a part or (ii) in the case of the High Yield Bond Fund, the Board of Trustees of the Fund or (b) a vote of a "majority" (as defined in the 1000 Xxx) of each Series' and Fund's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Board of Trustees of the applicable Fund, 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 with respect to a Series or Fund, without penalty, on 60 days' written notice, by the Board of Trustees of such Series and Fund or by vote of holders of a majority of such Series' or 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 Funds represent that copies of their Agreements and Declarations of Trust, together with all amendments thereto, are on file in such state where such Fund is registered. 11.

Appears in 1 contract

Samples: Investment Advisory Agreement (Credit Suisse Mid-Cap Growth Fund Inc)

Investment Description. Appointment Each of the Series Funds, on behalf of their respective Series, and the High Yield Bond The Fund desires to employ the capital of such Series or 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 Funds' Fund's Prospectus(es) and Statement(s) of Additional Information, if any, 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 each Series or the Fund. Copies of the Funds' Prospectuses Fund's Prospectus and SAIs SAI have been or will be submitted to the Adviser. The Funds desire Fund desires to employ and hereby appoint appoints the Adviser to act as investment adviser to each of the Series or FundsFund. 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 each Series and the Fund, the Adviser will (a) act in strict conformity with the Funds' Agreements Fund's Agreement and Declarations 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 such Series' or the Fund's assets in accordance with such Series' or the Fund's investment objective and policies as stated in the Funds' Prospectuses Fund's Prospectus and SAIsSAI, (c) make investment decisions for such Series or the Fund, (d) place purchase and sale orders for securities on behalf of such Series or the Fund, (e) exercise voting rights in respect of portfolio securities and other investments for such Series or the Fund, and (f) monitor and evaluate the services provided by such Series' or 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 such Series' or the Fund's investments and conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of such Series' or the Fund's assets. In addition, the Adviser will furnish each Series and the Fund with whatever statistical information such Series or the Fund may reasonably request with respect to the securities that such Series or the Fund may hold or contemplate purchasing. Subject to the approval of the Board of Trustees of each of the Series Funds Fund and where required, such Series the Fund's shareholders, the Adviser may engage an investment sub-adviser or sub-advisers to provide advisory services in respect of such Series 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 such Series 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 such Series the Fund and the Series' Fund's Board of Trustees and subject to the requirements of the 1940 Act. 3. Brokerage In executing transactions for each Series and 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 each Series and 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 each Series and the Fund informed of developments materially affecting such Series or the Fund, and will, on its own initiative, furnish such Series or 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 any Series or 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 each the Fund and Series or to shareholders of such Series or 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, each Series and the Fund will pay the Adviser the an annual fee applicable to such Series or Fund calculated at an annual rate set forth on Annex I hereto of such Series' or 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 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 each Series' and the Fund's net assets shall be computed at the times and in the manner specified in such Series' or the Fund's Prospectus or SAI. With respect to the Credit Suisse Capital Funds, such fee shall be accrued daily and be payable in arrears on the last day of each calendar month for services performed hereunder during such month. With respect to the Credit Suisse Opportunity Funds, such fee shall be calculated and payable monthly. The fee for the Credit Suisse High Yield Bond Fund shall be computed and payable monthly, at the annual rate set forth for the DLJ High Yield Bond Fund on Annex I hereto, of the average weekly value of such Fund's total assets minus the sum of accrued liabilities (other than aggregate indebtedness constituting leverage). 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. Each Series and 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 such Series or 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 Series or Fund; Securities and Exchange Commission fees and state blue sky qualification fees; charges of custodians and transfer and dividend disbursing agents; such Series' or the Fund's proportionate share of insurance premiums; outside auditing and legal expenses; costs of maintenance of such Series' or 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 such Series or the Fund and of the officers or Board of Trustees of such Series or the Fund; and any extraordinary expenses. Each Series and The Fund will be responsible for nonrecurring expenses which may arise, including costs of litigation to which such Series or the Fund is a party and of indemnifying officers and Trustees of such Series or the Fund with respect to such litigation and other expenses as determined by the Trustees. 8. Services to Other Companies or Accounts Each The Fund and Series 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 such Series or the Fund has no objection to the Adviser so acting, provided that whenever such Series or 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. Each Series and The Fund recognizes that in some cases this procedure may adversely affect the size of the position obtainable for such Series or the Fund. In addition, each Series and 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 whateverkind or nature, provided that doing so does not adversely affect the ability of the Adviser 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) (i) in the case of a Series, the Board of Trustees of the Fund of which such Series is a part or (ii) in the case of the High Yield Bond Fund, the Board of Trustees of the Fund or (b) a vote of a "majority" (as defined in the 1000 0000 Xxx) of each Series' and the Fund's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Board of Trustees of the applicable Fund, 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 with respect to a Series or Fundterminable, without penalty, on 60 days' written notice, by the Board of Trustees of such Series and the Fund or by vote of holders of a majority of such Series' or 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 Funds represent that copies of their Agreements and Declarations of Trust, together with all amendments thereto, are on file in such state where such Fund is registered. 11.

Appears in 1 contract

Samples: Investment Advisory Agreement (Credit Suisse Fixed Income Fund)

Investment Description. Appointment Each of the Series Funds, on behalf of their respective Series, ,and the High Yield Bond Fund desires to employ the capital of such Series or 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 Funds' Prospectus(es) and Statement(s) of Additional Information, if any, as from time to time in effect (the 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 each Series or Fund. Copies of the Funds' Prospectuses and SAIs have been or will be submitted to the Adviser. The Funds desire to employ and hereby appoint the Adviser to act as investment adviser to adviserto each of the Series or Funds. The Adviser accepts the appointment and agrees to furnish the services for the compensation set forth below. 2. Services 0.Xxxxxxxx as Investment Adviser Subject to the supervision and direction of the Board of Trustees of each Series and Fund, the Adviser will (a) act in strict conformity with the Funds' Agreements and Declarations 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 such Series' or Fund's assets in accordance with such Series' or Fund's investment objective and policies as stated in the Funds' Prospectuses and SAIs, (c) make investment decisions for such Series or Fund, (d) place purchase and sale orders for securities on behalf of such Series or Fund, (e) exercise voting rights in respect of portfolio securities and other investments for such Series or Fund, and (f) monitor and evaluate the services provided by such Series' or 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 such Series' or Fund's investments and conduct a continual program of investment, ,evaluation and, if appropriate, sale and reinvestment of such Series' or Series'or Fund's assets. In addition, the Adviser will furnish each Series and Fund with whatever statistical information such Series or Fund may reasonably request with respect to the securities that such Series or Fund orFund may hold or contemplate purchasing. Subject subject to the approval of the Board of Trustees of each of the Series Funds SeriesFunds and where required, such Series Fund's shareholders, the Adviser may engage an investment sub-adviser or sub-advisers to provide advisory services in respect of such Series 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 such Series 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(sadviser (s) to provide such services on terms and conditions acceptable to such Series and the Series' Board Series'Board of Trustees and subject to the requirements of the 1940 Act. 3. Brokerage 3.Brokerage In executing transactions for each Series and 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 deemsrelevant 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 each Series and Fund and/or other accounts over which the Adviser or an affiliate exercises investment discretion. 4. Information 4.Information Provided to the Fund The Adviser will keep each Series and Fund informed of developments materially affecting such Series or Fund, and will, on its own initiative, ,furnish such Series or Fund from time to time with whatever information the Adviser believes is appropriate for this purpose. 5. Standard 5.Standard of Care The the Adviser shall exercise its best judgment in rendering the services listed serviceslisted 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 any Series or Fund in connection with the .the matters to which this Agreement thisAgreement relates, provided that nothing herein shall be deemed to protect to.protect or purport to protect the Adviser against any liability to each Fund and Series or to shareholders of such Series or 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 6.Compensation In consideration of the services rendered pursuant to this Agreement, ,each Series and Fund will pay the Adviser the annual fee applicable to such Series or Fund calculated at an annual rate set forth on Annex I hereto of such Series' or 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 each ofeach Series' and Fund's net assets shall be computed at the times and in the manner specified in such Series' or Fund's Prospectus or SAI. With SAI.With respect to the Credit Suisse Capital Funds, such fee shall be accrued beaccrued daily and be payable in arrears on the last day of each calendar month for services performed hereunder during such month. With respect to the Credit Suisse Opportunity FundsFunds , such fee shall be calculated and payable monthly. The fee for the Credit Suisse High Yield Bond Fund shall be computed and payable monthly, at the annual rate set forth for the DLJ High Yield Bond Fund on Annex I hereto, of the average weekly value of such Fund's total assets minus the sum of accrued liabilities (other than aggregate indebtedness constituting leverage). 7. Expenses 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 this. Agreement. Each Series and 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 such Series or 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 Series or Fund; Securities and Exchange Commission fees and state blue sky qualification fees; charges of custodians and transfer and dividend disbursing agents; such Series' or Fund's proportionate share of insurance premiums; outside auditing and legal expenses; costs of maintenance of such Series' or 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 such Series or Fund and of the officers or Board of Trustees of such Series or Fund; and any extraordinary expenses. Each Series and Fund will be responsible for nonrecurring expenses which may arise, including costs of litigation to which such Series or Fund is a party and of indemnifying officers and Trustees of such Series or Fund with respect to such litigation and other expenses as determined by the Trustees. 8. Services 0.Xxxxxxxx to Other Companies or Accounts Each Fund and Series 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 such Series or Fund has no objection to the Adviser so acting, provided that whenever such Series or 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. Each Series and Fund recognizes that in some cases this procedure may adversely affect the size of the position obtainable for such Series or Fund. In addition, each Series and 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 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) (i) in the case of a Series, the Board of Trustees of the Fund of which such Series is a part or (ii) in the case of the High Yield Bond Fund, the Board of Trustees of the Fund or (b) a vote of a "majority" (as defined in the 1000 0000 Xxx) of each Series' and Fund's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Board of Trustees of the applicable Fund, 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 with respect to a Series or Fund, without penalty, on 60 days' written notice, by the Board of Trustees of such Series and Fund or by vote of holders of a majority of such Series' or 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 10.Representation by the Fund The Funds represent that copies of their Agreements and Declarations of Trust, together with all amendments thereto, are on file in such state where such Fund is registered. 11.

Appears in 1 contract

Samples: Investment Advisory Agreement (Credit Suisse Opportunity Funds)

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Investment Description. Appointment Each of the Series Funds, on behalf of their respective Series, and the High Yield Bond The Fund desires to employ the capital of such Series or the Fund by investing and reinvesting in investments of the kind and in accordance with the limitations specified in its Agreement and Declaration Articles of TrustIncorporation, as may be amended from time to time, and in the Funds' Funds Prospectus(es) and Statement(s) of Additional Information, if any, Information as from time to time in effect (the "Prospectus" 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 Directors of each Series or the Fund. Copies of the Funds' Prospectuses Funds Prospectus and SAIs SAI have been or will be submitted to the Adviser. The Funds desire Fund desires to employ and hereby appoint appoints the Adviser to act as investment adviser to each of the Series or FundsFund. 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 Directors of each Series and the Fund, the Adviser will (a) act in strict conformity with the Funds' Agreements and Declarations Funds Articles of TrustIncorporation, the Investment Company Act of 1940 0000 (the "1940 Act"xxx 0000 Xxx) and the Investment Advisers Act of 1940, as the same may from time to time be amended, (b) manage such Series' or Fund's the Funds assets in accordance with such Series' or Fund's the Funds investment objective and policies as stated in the Funds' Prospectuses Funds Prospectus and SAIsSAI, (c) make investment decisions for such Series or the Fund, (d) place purchase and sale orders for securities on behalf of such Series or the Fund, (e) exercise voting rights in respect of portfolio securities and other investments for such Series or the Fund, and (f) monitor and evaluate the services provided by such Series' or Fund's the Funds 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 such Series' or Fund's the Funds investments and conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of such Series' or Fund's the Funds assets. In addition, the Adviser will furnish each Series and the Fund with whatever statistical information such Series or the Fund may reasonably request with respect to the securities that such Series or the Fund may hold or contemplate purchasing. Subject to the approval of the Board of Trustees of each Directors of the Series Funds Fund and where required, such Series Fund's the Funds shareholders, the Adviser may engage an investment sub-adviser or sub-advisers to provide advisory services in respect of such Series 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 advisers engagement has been terminated, the Adviser shall be responsible for furnishing such Series 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 such Series the Fund and the Series' Funds Board of Trustees Directors and subject to the requirements of the 1940 Act. 3. Brokerage In executing transactions for each Series and 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 each Series and 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 each Series and the Fund informed of developments materially affecting such Series or the Fund, and will, on its own initiative, furnish such Series or 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 any Series or 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 each the Fund and Series or to shareholders of such Series or 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, each Series and the Fund will pay the Adviser the an annual fee applicable to such Series or Fund calculated at an annual rate set forth on Annex I hereto of such Series' or Fund's 0.70% of the Funds 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 each Series' and Fund's the Funds net assets shall be computed at the times and in the manner specified in such Series' or Fund's the Funds Prospectus or SAI. With respect to the Credit Suisse Capital Funds, such fee shall be accrued daily and be payable in arrears on the last day of each calendar month for services performed hereunder during such month. With respect to the Credit Suisse Opportunity Funds, such fee shall be calculated and payable monthly. The fee for the Credit Suisse High Yield Bond Fund shall be computed and payable monthly, at the annual rate set forth for the DLJ High Yield Bond Fund on Annex I hereto, of the average weekly value of such Fund's total assets minus the sum of accrued liabilities (other than aggregate indebtedness constituting leverage). 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. Each Series and The Fund will bear its proportionate share of certain other expenses to be incurred in its operation, including: investment advisory and administration fees; fees taxes, interest, brokerage fees and commissions, if any; any fees of Trustees Directors of such Series or the Fund who are not officers, directors, or employees of the Adviser, any sub-adviser or any of their affiliates; affiliates fees of any pricing service employed to value shares of the Series or Fund; Fund Securities and Exchange Commission fees and state blue sky qualification fees; fees charges of custodians and transfer and dividend disbursing agents; such Series' or Fund's agents the Funds proportionate share of insurance premiums; premiums outside auditing and legal expenses; expenses costs of maintenance of such Series' or Fund's existence; the Funds existence costs attributable to investor services, including, without limitation, telephone and personnel expenses; expenses costs of preparing and printing prospectuses and statements of additional information for regulatory purposes and for distribution to existing shareholders; shareholders costs of shareholders' shareholders reports and meetings of the shareholders of such Series or the Fund and of the officers or Board of Trustees Directors of such Series or Fund; the Fund and any extraordinary expenses. Each Series and The Fund will be responsible for nonrecurring expenses which may arise, including costs of litigation to which such Series or the Fund is a party and of indemnifying officers and Trustees Directors of such Series or the Fund with respect to such litigation and other expenses as determined by the TrusteesDirectors. 8. Services to Other Companies or Accounts Each The Fund and Series 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 such Series or the Fund has no objection to the Adviser so acting, provided that whenever such Series or 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. Each Series and The Fund recognizes that in some cases this procedure may adversely affect the size of the position obtainable for such Series or the Fund. In addition, each Series and the Fund understands that the persons employed by the Adviser to assist in the performance of the Adviser's Advisers 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 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) (i) in the case of a Series, the Board of Trustees of the Fund of which such Series is a part or (ii) in the case of the High Yield Bond Fund, the Board of Trustees of the Fund or (b) a vote of a "majority" (as defined in the 1000 Xxx) of each Series' and Fund's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Board of Trustees of the applicable Fund, 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 with respect to a Series or Fund, without penalty, on 60 days' written notice, by the Board of Trustees of such Series and Fund or by vote of holders of a majority of such Series' or 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 Funds represent that copies of their Agreements and Declarations of Trust, together with all amendments thereto, are on file in such state where such Fund is registered. 11.

Appears in 1 contract

Samples: Investment Advisory Agreement (Credit Suisse Mid Cap Core Fund, Inc)

Investment Description. Appointment Each of the Series Funds, on behalf of their respective Series, and the High Yield Bond The Fund desires to employ the capital of such Series or the Fund by investing and reinvesting in investments of the kind and in accordance with the limitations specified in its Agreement and Declaration Articles of TrustIncorporation, as may be amended from time to time, and in the Funds' Fund's Prospectus(es) and Statement(s) of Additional Information, if any, 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 Directors of each Series or the Fund. Copies of the Funds' Prospectuses Fund's Prospectus and SAIs SAI have been or will be submitted to the Adviser. The Funds desire Fund desires to employ and hereby appoint appoints the Adviser to act as investment adviser to each of the Series or FundsFund. 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 Directors of each Series and the Fund, the Adviser will (a) act in strict conformity with the Funds' Agreements and Declarations Fund's Articles of TrustIncorporation, 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 such Series' or the Fund's assets in accordance with such Series' or the Fund's investment objective and policies as stated in the Funds' Prospectuses Fund's Prospectus and SAIsSAI, (c) make investment decisions for such Series or the Fund, (d) place purchase and sale orders for securities on behalf of such Series or the Fund, (e) exercise voting rights in respect of portfolio securities and other investments for such Series or the Fund, and (f) monitor and evaluate the services provided by such Series' or 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 such Series' or the Fund's investments and conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of such Series' or the Fund's assets. In addition, the Adviser will furnish each Series and the Fund with whatever statistical information such Series or the Fund may reasonably request with respect to the securities that such Series or the Fund may hold or contemplate purchasing. Subject to the approval of the Board of Trustees of each Directors of the Series Funds Fund and where required, such Series the Fund's shareholders, the Adviser may engage an investment sub-adviser or sub-advisers to provide advisory services in respect of such Series 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 such Series 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 such Series the Fund and the Series' Fund's Board of Trustees Directors and subject to the requirements of the 1940 Act. 3. Brokerage In executing transactions for each Series and 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 each Series and 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 each Series and the Fund informed of developments materially affecting such Series or the Fund, and will, on its own initiative, furnish such Series or 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 any Series or 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 each the Fund and Series or to shareholders of such Series or 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, each Series and the Fund will pay the Adviser the an annual fee applicable to such Series or Fund calculated at an annual rate set forth on Annex I hereto of such Series' or 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 each Series' and the Fund's net assets shall be computed at the times and in the manner specified in such Series' or the Fund's Prospectus or SAI. With respect to the Credit Suisse Capital Funds, such fee shall be accrued daily and be payable in arrears on the last day of each calendar month for services performed hereunder during such month. With respect to the Credit Suisse Opportunity Funds, such fee shall be calculated and payable monthly. The fee for the Credit Suisse High Yield Bond Fund shall be computed and payable monthly, at the annual rate set forth for the DLJ High Yield Bond Fund on Annex I hereto, of the average weekly value of such Fund's total assets minus the sum of accrued liabilities (other than aggregate indebtedness constituting leverage). 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. Each Series and 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 Directors of such Series or 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 Series or Fund; Securities and Exchange Commission fees and state blue sky qualification fees; charges of custodians and transfer and dividend disbursing agents; such Series' or the Fund's proportionate share of insurance premiums; outside auditing and legal expenses; costs of maintenance of such Series' or 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 such Series or the Fund and of the officers or Board of Trustees Directors of such Series or the Fund; and any extraordinary expenses. Each Series and The Fund will be responsible for nonrecurring expenses which may arise, including costs of litigation to which such Series or the Fund is a party and of indemnifying officers and Trustees Directors of such Series or the Fund with respect to such litigation and other expenses as determined by the TrusteesDirectors. 8. Services to Other Companies or Accounts Each The Fund and Series 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 such Series or the Fund has no objection to the Adviser so acting, provided that whenever such Series or 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. Each Series and The Fund recognizes that in some cases this procedure may adversely affect the size of the position obtainable for such Series or the Fund. In addition, each Series and 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 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) (i) in the case of a Series, the Board of Trustees of the Fund of which such Series is a part or (ii) in the case of the High Yield Bond Fund, the Board of Trustees of the Fund or (b) a vote of a "majority" (as defined in the 1000 Xxx) of each Series' and Fund's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Board of Trustees of the applicable Fund, 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 with respect to a Series or Fund, without penalty, on 60 days' written notice, by the Board of Trustees of such Series and Fund or by vote of holders of a majority of such Series' or 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 Funds represent that copies of their Agreements and Declarations of Trust, together with all amendments thereto, are on file in such state where such Fund is registered. 11.

Appears in 1 contract

Samples: Investment Advisory Agreement (Credit Suisse Small Cap Growth Fund Inc)

Investment Description. Appointment Each of the Series Funds, on behalf of their respective Series, and the High Yield Bond Fund The Trust desires to employ the capital of such Series or Fund the Trust 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 Funds' Trust's Prospectus(es) and Statement(s) of Additional Information, if any, 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 each Series or Fundthe Trust. Copies of the Funds' Prospectuses Trust's Prospectus and SAIs SAI have been or will be submitted to the Adviser. The Funds desire Trust desires to employ and hereby appoint appoints the Adviser to act as investment adviser to each of the Series or FundsTrust. The Adviser accepts the appointment and agrees to furnish the services for the compensation set forth below. 2. Services 0.Xxxxxxxx as Investment Adviser Subject to the supervision and direction of the Board of Trustees of each Series and Fundthe Trust, the Adviser will (a) act in strict conformity with the Funds' Agreements Trust's Agreement and Declarations 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 such Series' or Fundthe Trust's assets in accordance with such Series' or Fundthe Trust's investment objective and policies as stated in the Funds' Prospectuses Trust's Prospectus and SAIsSAI, (c) make investment decisions for such Series or Fundthe Trust, (d) place purchase and sale orders for securities on behalf of such Series or Fundthe Trust, (e) exercise voting rights in respect of portfolio securities and other investments for such Series or Fundthe Trust, and (f) monitor and evaluate the services provided by such Series' or Fundthe Trust'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 such Series' or Fundthe Trust's investments and conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of such Series' or Fundthe Trust's assets. In addition, the Adviser will furnish each Series and Fund the Trust with whatever statistical information such Series or Fund the Trust may reasonably request with respect to the securities that such Series or Fund the Trust may hold or contemplate purchasing. Subject to the approval of the Board of Trustees of each of the Series Funds Trust and where required, such Series Fundthe Trust's shareholders, the Adviser may engage an investment sub-adviser or sub-advisers to provide advisory services in respect of such Series the Trust 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 such Series the Trust 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 such Series the Trust and the Series' Trust's Board of Trustees and subject to the requirements of the 1940 Act. 3. Brokerage 3.Brokerage In executing transactions for each Series and Fundthe Trust, 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 each Series and Fund the Trust and/or other accounts over which the Adviser or an affiliate exercises investment discretion. 4. Information 4.Information Provided to the Fund Trust The Adviser will keep each Series and Fund the Trust informed of developments materially affecting such Series or Fundthe Trust, and will, on its own initiative, furnish such Series or Fund the Trust from time to time with whatever information the Adviser believes is appropriate for this purpose. 5. Standard 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 any Series or Fund the Trust 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 each Fund and Series the Trust or to shareholders of such Series or Fund the Trust 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 6.Compensation In consideration of the services rendered pursuant to this Agreement, each Series and Fund the Trust will pay the Adviser the an annual fee applicable to such Series or Fund calculated at an annual rate set forth on Annex I hereto of such Series' or Fund1.25% for the Emerging Markets Portfolio, 1.25% of the Portfolio'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 each Series' and Fundthe Trust's net assets shall be computed at the times and in the manner specified in such Series' or Fundthe Trust's Prospectus or SAI. With respect to the Credit Suisse Capital Funds, such fee shall be accrued daily and be payable in arrears on the last day of each calendar month for services performed hereunder during such month. With respect to the Credit Suisse Opportunity Funds, such fee shall be calculated and payable monthly. The fee for the Credit Suisse High Yield Bond Fund shall be computed and payable monthly, at the annual rate set forth for the DLJ High Yield Bond Fund on Annex I hereto, of the average weekly value of such Fund's total assets minus the sum of accrued liabilities (other than aggregate indebtedness constituting leverage). 7. Expenses 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. Each Series and Fund The Trust 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 such Series or Fund the Trust 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 Series or FundTrust; Securities and Exchange Commission fees and state blue sky qualification fees; charges of custodians and transfer and dividend disbursing agents; such Series' or Fundthe Trust's proportionate share of insurance premiums; outside auditing and legal expenses; costs of maintenance of such Series' or Fundthe Trust'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 such Series or Fund the Trust and of the officers or Board of Trustees of such Series or Fundthe Trust; and any extraordinary expenses. Each Series and Fund The Trust will be responsible for nonrecurring expenses which may arise, including costs of litigation to which such Series or Fund the Trust is a party and of indemnifying officers and Trustees of such Series or Fund the Trust with respect to such litigation and other expenses as determined by the Trustees. 8. Services to Other Companies or Accounts Each Fund and Series 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 such Series or Fund has no objection to the Adviser so acting, provided that whenever such Series or 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. Each Series and Fund recognizes that in some cases this procedure may adversely affect the size of the position obtainable for such Series or Fund. In addition, each Series and 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) (i) in the case of a Series, the Board of Trustees of the Fund of which such Series is a part or (ii) in the case of the High Yield Bond Fund, the Board of Trustees of the Fund or (b) a vote of a "majority" (as defined in the 1000 Xxx) of each Series' and Fund's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Board of Trustees of the applicable Fund, 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 with respect to a Series or Fund, without penalty, on 60 days' written notice, by the Board of Trustees of such Series and Fund or by vote of holders of a majority of such Series' or 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 Funds represent that copies of their Agreements and Declarations of Trust, together with all amendments thereto, are on file in such state where such Fund is registered. 110.

Appears in 1 contract

Samples: Investment Advisory Agreement (Credit Suisse Trust)

Investment Description. Appointment Each of the Series Funds, on behalf of their respective Series, and the High Yield Bond The Fund desires to employ the capital of such Series or the Fund by investing and reinvesting in investments of the kind and in accordance with the limitations specified in its Agreement and Declaration Articles of TrustIncorporation, as may be amended from time to time, and in the Funds' Fund's Prospectus(es) and Statement(s) of Additional Information, if any, 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 Directors of each Series or the Fund. Copies of the Funds' Prospectuses Fund's Prospectus and SAIs SAI have been or will be submitted to the Adviser. The Funds desire Fund desires to employ and hereby appoint appoints the Adviser to act as investment adviser to each of the Series or FundsFund. 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 Directors of each Series and the Fund, the Adviser will (a) act in strict conformity with the Funds' Agreements and Declarations Fund's Articles of TrustIncorporation, 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 amendedamended (the "Advisers Act"), (b) manage such Series' or the Fund's assets in accordance with such Series' or the Fund's investment objective and policies as stated in the Funds' Prospectuses Fund's Prospectus and SAIsSAI, (c) make investment decisions for such Series or the Fund, (d) place purchase and sale orders for securities on behalf of such Series or the Fund, (e) exercise voting rights in respect of portfolio securities and other investments for such Series or the Fund, and (f) monitor f)monitor and evaluate the services provided by such Series' or the Fund's investment sub-adviser(s), if any, under the terms of the applicable investment sub-advisory agreement(s)agreement. In providing those services, the Adviser will provide investment research and supervision of such Series' or the Fund's investments and conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of such Series' or the Fund's assets. In addition, the Adviser will furnish each Series and the Fund with whatever statistical information such Series or the Fund may reasonably request with respect to the securities that such Series or the Fund may hold or contemplate purchasing. Subject to the approval of the Board of Trustees of each of the Series Funds and where required, such Series Fund's shareholders, the Adviser may engage an investment sub-adviser or sub-advisers to provide advisory services in respect of such Series 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 such Series 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 such Series and the Series' Board of Trustees and subject to the requirements of the 1940 Act. 3. Brokerage In executing transactions for each Series and 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 each Series and 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 each Series and Fund informed of developments materially affecting such Series or Fund, and will, on its own initiative, furnish such Series or 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 any Series or 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 each Fund and Series or to shareholders of such Series or 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, each Series and Fund will pay the Adviser the annual fee applicable to such Series or Fund calculated at an annual rate set forth on Annex I hereto of such Series' or 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 each Series' and Fund's net assets shall be computed at the times and in the manner specified in such Series' or Fund's Prospectus or SAI. With respect to the Credit Suisse Capital Funds, such fee shall be accrued daily and be payable in arrears on the last day of each calendar month for services performed hereunder during such month. With respect to the Credit Suisse Opportunity Funds, such fee shall be calculated and payable monthly. The fee for the Credit Suisse High Yield Bond Fund shall be computed and payable monthly, at the annual rate set forth for the DLJ High Yield Bond Fund on Annex I hereto, of the average weekly value of such Fund's total assets minus the sum of accrued liabilities (other than aggregate indebtedness constituting leverage). 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. Each Series and 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 such Series or 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 Series or Fund; Securities and Exchange Commission fees and state blue sky qualification fees; charges of custodians and transfer and dividend disbursing agents; such Series' or Fund's proportionate share of insurance premiums; outside auditing and legal expenses; costs of maintenance of such Series' or 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 such Series or Fund and of the officers or Board of Trustees of such Series or Fund; and any extraordinary expenses. Each Series and Fund will be responsible for nonrecurring expenses which may arise, including costs of litigation to which such Series or Fund is a party and of indemnifying officers and Trustees of such Series or Fund with respect to such litigation and other expenses as determined by the Trustees. 8. Services to Other Companies or Accounts Each Fund and Series 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 such Series or Fund has no objection to the Adviser so acting, provided that whenever such Series or 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. Each Series and Fund recognizes that in some cases this procedure may adversely affect the size of the position obtainable for such Series or Fund. In addition, each Series and 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) (i) in the case of a Series, the Board of Trustees of the Fund of which such Series is a part or (ii) in the case of the High Yield Bond Fund, the Board of Trustees of the Fund or (b) a vote of a "majority" (as defined in the 1000 Xxx) of each Series' and Fund's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Board of Trustees of the applicable Fund, 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 with respect to a Series or Fund, without penalty, on 60 days' written notice, by the Board of Trustees of such Series and Fund or by vote of holders of a majority of such Series' or 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 Funds represent that copies of their Agreements and Declarations of Trust, together with all amendments thereto, are on file in such state where such Fund is registered. 11.

Appears in 1 contract

Samples: Investment Advisory Agreement (Credit Suisse Large Cap Blend Fund, Inc.)

Investment Description. Appointment Each of the Series Funds, on behalf of their respective Series, and the High Yield Bond The Fund desires to employ the capital of such Series or 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 Funds' Fund's Prospectus(es) and Statement(s) of Additional Information, if any, 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 each Series or the Fund. Copies of the Funds' Prospectuses Fund's Prospectus and SAIs SAI have been or will be submitted to the Adviser. The Funds desire Fund desires to employ and hereby appoint appoints the Adviser to act as investment adviser to each of the Series or FundsFund. 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 each Series and the Fund, the Adviser will (a) act in strict conformity with the Funds' Agreements Fund's Agreement and Declarations 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 such Series' or the Fund's assets in accordance with such Series' or the Fund's investment objective and policies as stated in the Funds' Prospectuses Fund's Prospectus and SAIsSAI, (c) make investment decisions for such Series or the Fund, (d) place purchase and sale orders for securities on behalf of such Series or the Fund, (e) exercise voting rights in respect of portfolio securities and other investments for such Series or the Fund, and (f) monitor and evaluate the services provided by such Series' or 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 such Series' or the Fund's investments and conduct a continual program of investmentinvestment , evaluation and, if appropriate, sale and reinvestment of such Series' or the Fund's assets. In addition, the Adviser will furnish each Series and the Fund with whatever statistical information such Series or the Fund may reasonably request with respect to the securities that such Series or the Fund may hold or contemplate purchasing. Subject to the approval of the Board of Trustees of each of the Series Funds Fund and where required, such Series the Fund's shareholders, the Adviser may engage an investment sub-adviser or sub-advisers to provide advisory services in respect of such Series 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 such Series 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 such Series the Fund and the Series' Fund's Board of Trustees and subject to the requirements of the 1940 Act. 3. Brokerage In executing transactions for each Series and 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 each Series and 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 each Series and the Fund informed of developments materially affecting such Series or the Fund, and will, on its own initiative, furnish such Series or 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 any Series or 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 each the Fund and Series or to shareholders of such Series or 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, each Series and the Fund will pay the Adviser the an annual fee applicable to such Series or Fund calculated at an annual rate set forth on Annex I hereto of such Series' or 0.40% 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 each Series' and the Fund's net assets shall be computed at the times and in the manner specified in such Series' or the Fund's Prospectus or SAI. With respect to the Credit Suisse Capital Funds, such fee shall be accrued daily and be payable in arrears on the last day of each calendar month for services performed hereunder during such month. With respect to the Credit Suisse Opportunity Funds, such fee shall be calculated and payable monthly. The fee for the Credit Suisse High Yield Bond Fund shall be computed and payable monthly, at the annual rate set forth for the DLJ High Yield Bond Fund on Annex I hereto, of the average weekly value of such Fund's total assets minus the sum of accrued liabilities (other than aggregate indebtedness constituting leverage). 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. Each Series and 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 such Series or 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 Series or Fund; Securities and Exchange Commission fees and state blue sky qualification fees; charges of custodians and transfer and dividend disbursing agents; such Series' or the Fund's proportionate share of insurance premiums; outside auditing and legal expenses; costs of maintenance of such Series' or 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 such Series or the Fund and of the officers or Board of Trustees of such Series or the Fund; and any extraordinary expenses. Each Series and The Fund will be responsible for nonrecurring expenses which may arise, including costs of litigation to which such Series or the Fund is a party and of indemnifying officers and Trustees of such Series or the Fund with respect to such litigation and other expenses as determined by the Trustees. 8. Services to Other Companies or Accounts Each The Fund and Series 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 such Series or the Fund has no objection to the Adviser so acting, provided that whenever such Series or 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. Each Series and The Fund recognizes that in some cases this procedure may adversely affect the size of the position obtainable for such Series or the Fund. In addition, each Series and 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 ofthe 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) (i) in the case of a Series, the Board of Trustees of the Fund of which such Series is a part or (ii) in the case of the High Yield Bond Fund, the Board of Trustees of the Fund or (b) a vote of a "majority" (as defined in the 1000 0000 Xxx) of each Series' and the Fund's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Board of Trustees of the applicable Fund, 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 with respect to a Series or Fundterminable, without penalty, on 60 days' written notice, by the Board of Trustees of such Series and the Fund or by vote of holders of a majority of such Series' or 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 Funds represent that copies of their Agreements and Declarations of Trust, together with all amendments thereto, are on file in such state where such Fund is registered. 11.

Appears in 1 contract

Samples: Investment Advisory Agreement (Credit Suisse New York Municipal Fund)

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