FORM OF
INVESTMENT ADVISORY AGREEMENT
August 18, 2005
Credit Suisse Asset Management, LLC
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Dear Ladies and Gentlemen:
Credit Suisse Opportunity Funds (the "Trust"), a statutory trust organized
under the laws of the State of Delaware, is an open-end, management investment
company that currently offers four portfolios, one of which is the _________
Fund (the "Fund"). The Fund has been organized for the purpose of investing its
assets in certain registered investment companies or portfolios of such
registered investment companies managed by Credit Suisse Asset Management, LLC
(the "Adviser") (the "Underlying Credit Suisse Funds") and in direct portfolio
securities of other issuers ("Portfolio Securities"). The Trust on behalf of the
Fund herewith confirms its agreement with the Adviser as follows:
1. Investment Description; Appointment
The Trust desires to employ the capital of the Fund by investing and
reinvesting in investments of the kind and in accordance with the limitations
specified in its Declaration of Trust, as may be amended from time to time, and
in the Trust's Prospectus and Statement of Additional Information relating to
the Fund 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 the Trust. Copies of the Trust's Prospectus
and SAI relating to the Fund have been or will be submitted to the Adviser. The
Trust desires to employ and hereby appoints the Adviser to act as investment
adviser to the Fund. The Adviser accepts the appointment and agrees to furnish
the services for the compensation set forth below.
2. Services as Investment Adviser
Subject to the supervision and direction of the Board of Trustees of the
Trust, the Adviser will (a) act in strict conformity with the Trust's Agreement
and 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 the Fund's assets in accordance with the Fund's investment
objective and policies as stated in the Trust's Prospectus and SAI relating to
the Fund, (c) make investment decisions for the Fund, including the
determination of how the Fund's assets will be invested in the Underlying Credit
Suisse Funds and in Portfolio Securities, (d) place purchase and sale orders for
securities on behalf of the Fund, (e) allocate and reallocate the Fund's assets
to the Underlying Credit Suisse Funds and to Portfolio Securities subject to any
investment targets and ranges set forth in the Prospectus and SAI (the
"Investment Limitations"), (f) exercise voting rights in respect of the Fund's
investments in Underlying Credit Suisse Funds
and in Portfolio Securities, and (g) monitor and evaluate the services provided
by the Fund's investment sub-adviser(s), if any, under the terms of the
applicable investment sub-advisory agreement(s). In providing those services,
the Adviser will provide investment research and supervision of the Fund's
investments and conduct a continual program of investment, evaluation and, if
appropriate, sale and reinvestment of the Fund's assets. In addition, the
Adviser will furnish the Trust with whatever statistical information the Trust
may reasonably request with respect to the securities that the Fund may hold or
contemplate purchasing.
The Adviser shall make recommendations to the Trustees concerning changes
to (a) the Underlying Credit Suisse Funds in which the Fund may invest, (b) the
allocation of the Fund's assets to the Underlying Credit Suisse Funds and to
Portfolio Securities and (c) the Investment Limitations.
Subject to the approval of the Board of Trustees of the Trust and where
required, the Fund's shareholders, the Adviser may engage an investment
sub-adviser or sub-advisers to provide advisory services in respect of the Fund
and may delegate to such investment sub-adviser(s) the responsibilities
described in subparagraphs (b), (c), (d) and (e) above. In the event that an
investment sub-adviser's engagement has been terminated, the Adviser shall be
responsible for furnishing the 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 the Trust and the Trust's
Board of Trustees and subject to the requirements of the 1940 Act.
3. Brokerage
In executing transactions for the Fund, selecting brokers or dealers and
negotiating any brokerage commission rates, the Adviser will use its best
efforts to seek the best overall terms available. In assessing the best overall
terms available for any portfolio transaction, the Adviser will consider all
factors it deems relevant including, but not limited to, breadth of the market
in the security, the price of the security, the financial condition and
execution capability of the broker or dealer and the reasonableness of any
commission for the specific transaction and for transactions executed through
the broker or dealer in the aggregate. In selecting brokers or dealers to
execute a particular transaction and in evaluating the best overall terms
available, the Adviser may consider the brokerage and research services (as
those terms are defined in Section 28(e) of the Securities Exchange Act of 1934,
as the same may from time to time be amended) provided to the Fund and/or other
accounts over which the Adviser or an affiliate exercises investment discretion.
4. Information Provided to the Trust
The Adviser will keep the Trust informed of developments materially
affecting the Fund, and will, on its own initiative, furnish 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 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 the Trust or the Fund or to shareholders of the Trust
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, the
Fund will pay the Adviser a fee calculated at the annual rate of the Fund's
average daily net assets of: 0.10% on investments in Underlying Credit Suisse
Funds and cash or cash equivalents and 0.55% on investments in Portfolio
Securities. The fee for the period from the date of this Agreement to the end of
the year shall be prorated according to the proportion that such period bears to
the full yearly period. Upon any termination of this Agreement before the end of
a year, the fee for such part of that year shall be prorated according to the
proportion that such period bears to the full yearly period and shall be payable
upon the date of termination of this Agreement. For the purpose of determining
fees payable to the Adviser, the value of the Fund's net assets shall be
computed at the times and in the manner specified in the Trust's Prospectus or
SAI relating to the Fund.
7. Expenses
The Adviser will bear all expenses in connection with the performance of
its services under this Agreement, including the fees payable to any investment
sub-adviser engaged pursuant to paragraph 2 of this Agreement. The Fund will
bear its proportionate share of certain other expenses to be incurred in its
operation, including: investment advisory and administration fees; taxes,
interest, brokerage fees and commissions, if any; fees of Trustees of the Trust
who are not officers, Trustees, or employees of the Adviser, any sub-adviser or
any of their affiliates; fees of any pricing service employed to value shares of
the Fund; Securities and Exchange Commission fees and state blue sky
qualification fees; charges of custodians and transfer and dividend disbursing
agents; the Fund's proportionate share of insurance premiums; outside auditing
and legal expenses; costs of maintenance of the Fund's existence; costs
attributable to investor services, including, without limitation, telephone and
personnel expenses; costs of preparing and printing prospectuses and statements
of additional information for regulatory purposes and for distribution to
existing shareholders; costs of shareholders' reports and meetings of the
shareholders of the Trust and of the officers or Board of Trustees of the Trust;
and any extraordinary expenses.
The Trust will be responsible for nonrecurring expenses which may arise,
including costs of litigation to which the Fund is a party and of indemnifying
officers and Trustees of the Trust with respect to such litigation and other
expenses as determined by the Trustees.
8. Services to Other Companies or Accounts
The Trust understands that the Adviser now acts, will continue to act and
may act in the future as investment adviser to fiduciary and other managed
accounts and to one or more other investment companies or series of investment
companies, and the Trust has no objection to the Adviser so acting, provided
that whenever the Fund and one or more other accounts or investment companies or
portfolios advised by the Adviser have available funds for investment,
investments suitable and appropriate for each will be allocated in accordance
with a formula believed to be equitable to each entity. The Trust recognizes
that in some cases this procedure may adversely affect the size of the position
obtainable for the Fund. In addition, the Trust understands that the persons
employed by the Adviser to assist in the performance of the Adviser's duties
hereunder will not devote their full time to such service and nothing contained
herein shall be deemed to limit or restrict the right of the Adviser or any
affiliate of the Adviser to engage in and devote time and attention to other
businesses or to render services of whatever kind or nature, provided that doing
so does not adversely affect the ability of the adviser to perform its services
under this Agreement.
9. Term of Agreement
This Agreement shall continue for an initial two-year period commencing on
the date first written above, and thereafter shall continue automatically for
successive annual periods, provided such continuance is specifically approved at
least annually by (a) the Board of Trustees of the Trust or (b) a vote of a
"majority" (as defined in the 0000 Xxx) of the Fund's outstanding voting
securities, provided that in either event the continuance is also approved by a
majority of the Board of Trustees who are not "interested persons" (as defined
in said Act) of any party to this Agreement, by vote cast in person at a meeting
called for the purpose of voting on such approval. This Agreement is terminable,
without penalty, on 60 days' written notice, by the Board of Trustees of the
Trust or by vote of holders of a majority of the Fund's shares, or upon 90 days'
written notice, by the Adviser. This Agreement will also terminate automatically
in the event of its assignment (as defined in said Act).
10. Representation by the Trust
The Trust represents that a copy of its Agreement and Declaration of Trust,
dated March 15, 1995, together with all amendments thereto, is on file in the
office of the Secretary of State of the State of Delaware.
11. Limitation of Liability
It is expressly agreed that this Agreement was executed by or on behalf of
the Trust and not by the Trustees of the Trust or its officers individually, and
the obligations of the Trust hereunder shall not be binding upon any of the
Trustees, shareholders, nominees, officers, agents or employees of the Trust
individually, but bind only the assets and property of the Fund, as provided in
the Declaration of Trust of the Trust. The execution and delivery of this
Agreement have been authorized by the Trustees and the sole shareholder of the
Fund and signed by an authorized officer of the Trust, acting as such, and
neither such authorization by such Trustees and shareholder nor such execution
and delivery by such officer shall be deemed to
have been made by any of them individually or to impose any liability on any of
them personally, but shall bind only the trust property of the Fund as provided
in its Declaration of Trust.
12. Miscellaneous
The Trust recognizes that Trustees, officers and employees of the Adviser
may from time to time serve as directors, trustees, officers and employees of
corporations and statutory trusts (including other investment companies) and
that such other corporations and trusts may include the name "CS", "CSAM" or
"Credit Suisse" as part of their names, and that the Adviser or its affiliates
may enter into advisory or other agreements with such other corporations and
trusts. If the Adviser ceases to act as the investment adviser of the Fund, the
Trust agrees that, at the Adviser's request, the Trust's license to use the
words "CS", "CSAM" or "Credit Suisse" will terminate and that the Trust will
take all necessary action to change the name of the Trust and the Fund to names
not including the words "CS", "CSAM" or "Credit Suisse."
Please confirm that the foregoing is in accordance with your understanding
by indicating your acceptance hereof at the place below indicated, whereupon it
shall become a binding agreement between us.
Very truly yours,
CREDIT SUISSE OPPORTUNITY FUNDS
By:
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Name:
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Title:
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Accepted:
CREDIT SUISSE ASSET MANAGEMENT, LLC
By:
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Name:
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Title:
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