INTERIM INVESTMENT MANAGEMENT AGREEMENT
DLJ FOCUS FUNDS
DLJ OPPORTUNITY FUNDS
DLJ SELECT FUNDS
DLJ HIGH YIELD BOND FUND
277 Park Avenue
New York, NY 10172
INTERIM INVESTMENT MANAGEMENT AGREEMENT, dated November 3, 2000 (the
"Agreement"), among each of the DLJ Focus Funds, a Massachusetts business trust,
the DLJ Opportunity Funds, a Delaware business trust, the DLJ Select Funds, a
Delaware business trust, for and on behalf of each of their respective series
(individually, each a "Series" and collectively, the "Series"), and the DLJ High
Yield Bond Fund, a Delaware business trust (the "Fund", and together with the
DLJ Focus Funds, the DLJ Opportunity Funds and the DLJ Select Funds, the
"Funds"), on the one hand, and Credit Suisse Asset Management, LLC ("CSAM, LLC"
or the "Adviser"), on the other hand.
RECITALS
WHEREAS, Donaldson, Lufkin & Jenrette, Inc. ("DLJ"), the indirect parent
of DLJ Asset Management Group, Inc. ("DLJAM"), and Credit Suisse Group ("Credit
Suisse") have entered into an agreement pursuant to which Credit Suisse acquired
DLJ (the "Acquisition");
WHEREAS, upon the consummation of the Acquisition, DLJAM was merged with
the parent company of CSAM, LLC, Credit Suisse Investment Corporation, which
subsequently changed its name to CSAM Americas Holding Corp. As part of the
Acquisition, DLJAM contributed all of its assets and liabilities, including its
investment advisory agreements to CSAM, LLC;
WHEREAS, as a result of such Acquisition, the investment advisory
agreement currently in effect between the Fund and each Series, if any, on the
one hand, and DLJAM, on the other hand (the "Previous Agreements"), will
terminate; and
WHEREAS, the Board of Trustees of each of the Funds, including a
majority of the Trustees who are not interested persons of such Fund, have
approved this Agreement in accordance with Rule 15a-4 under the Investment
Company Act of 1940 (the "Investment Company Act") and have made the
determinations required by such Rule.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein contained and other good and valuable consideration, the
receipt of which is hereby acknowledged, it is agreed by and between the parties
hereto as follows:
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1. Interim Investment Management Agreement. Each of the Funds for itself
or the Series listed on Schedule A, as the case may be, on the one hand, and the
Adviser, on the other hand, hereby enter into this Agreement, the terms of which
shall be identical to the terms of the Previous Agreements, except as set forth
as follows:
a. This Agreement shall become effective for the Fund and each Series
upon the consummation of the Acquisition and shall continue in effect
until the earlier of: (i) the date a new investment management agreement
with the Adviser (the "New Agreement") is approved by the holders of a
majority of the outstanding voting securities of the Fund or such
Series, as the case may be, and (ii) 150 days from the effective date of
this Agreement.
b. This Agreement may be terminated with respect to the Fund or a
Series, by the Board of Trustees of the applicable Fund or the holders
of a majority of the outstanding voting securities of the Fund or Series
at any time without penalty upon giving the Adviser ten days' written
notice (which notice may be waived by the Adviser).
2. Compensation of the Adviser
a. Effective upon the termination of the sub-advisory agreement with AXA
Investor Managers GS Ltd., expected to occur as of November 3, 2000, the
DLJ International Equity Fund agrees to pay to the Adviser and the
Adviser agrees to accept as full compensation for all services rendered
by the Adviser as such, a reduced fee computed and payable monthly in an
amount equal to 1.00% of the average daily net assets of such Series on
an annualized basis.
b. All fees earned by the Adviser under this Agreement in respect of the
Fund or a Series will be deposited into an interest-bearing escrow
account with Citibank, N.A., as set forth in the escrow agreement
attached hereto as Annex B and will be paid to the Adviser with respect
to the Fund or such Series if a majority of the holders of such Fund or
Series approve the New Agreement by the end of the 150-day period
referred to above. If the holders of a majority of the outstanding
voting securities of such Fund or Series do not approve the New
Agreement, the Adviser will receive out of the escrow account as
compensation in respect of such Fund or Series the lesser of: (i) the
total amount in the escrow account with respect to such Fund or Series
(plus interest earned on that amount while in escrow); or (ii) the costs
of providing services during the term of this Agreement in respect of
such Fund or Series (plus interest earned on that amount while in
escrow).
3. Assignment. This Agreement shall not terminate in the event of an
assignment that is not an "assignment" under the Investment Company Act and the
rules and regulations thereunder.
4. Other Terms. Except as expressly modified by this Agreement, the
terms of the Previous Agreements are deemed a part of this Agreement.
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5. Counterparts. This Agreement may be executed in any number of
counterparts, each of which, when executed, shall be deemed to be an original
and all of which together shall constitute one and the same document.
6. Construction. The recitals, section numbers and headings contained in
this Agreement are inserted for reference purposes only and shall not affect the
meaning or interpretation of this Agreement.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused the foregoing
instrument to be executed by their duly authorized officers, all as of the day
and the year first above written.
DLJ FOCUS FUNDS
DLJ OPPORTUNITY FUNDS
DLJ SELECT FUNDS
DLJ HIGH YIELD BOND FUND
By: __________________________
Name:
Title:
CREDIT SUISSE ASSET MANAGEMENT, LLC
By: __________________________
Name:
Title:
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<PAGE>
Annex A
Closed-end Fund
DLJ High Yield Bond Fund
Open-end Funds
Equity Funds
Core Equity Fund (a series of the DLJ Focus Funds)
Growth and Income Fund (a series of the DLJ Focus Funds)
Small Company Value Fund (a series of the DLJ Focus Funds)
Strategic Growth Fund (a series of the DLJ Select Funds)
Technology Fund (a series of the DLJ Select Funds)
Developing Markets Fund (a series of the DLJ Opportunity Funds)
International Equity Fund (a series of the DLJ Opportunity Funds)
Fixed Income Funds
Fixed Income Fund (a series of the DLJ Focus Funds)
Municipal Trust Fund (a series of the DLJ Focus Funds)
High Income Fund (a series of the DLJ Opportunity Funds)
Money Market Funds
U.S. Government Money Fund (a series of the DLJ Opportunity Funds)
Municipal Money Fund (a series of the DLJ Opportunity Funds)
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