Exhibit 77Q1(e)
AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
March 23, 2001 as Amended and Restated May 3, 2004,
February 14, 2005, December 1, 2006, November 16, 2011,
August 14, 2012, November 12, 2013 and February 18, 2014
CREDIT SUISSE OPPORTUNITY FUNDS
CREDIT SUISSE HIGH YIELD BOND FUND
Credit Suisse Asset Management, LLC
Xxx Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
Credit Suisse Opportunity Funds, a Delaware business trust,
(the "Series Fund"), for and on behalf of its series listed on
Annex I hereto, which may be amended from time to time, (each, a
"Series" and, collectively, the "Series"), and the Credit Suisse
High Yield Bond Fund (the "High Yield Bond Fund"), a Delaware
business trust (each, a "Fund", and collectively, the "Funds"),
herewith confirms its agreement with Credit Suisse Asset
Management, LLC (the "Adviser") as follows:
1. Investment Description; Appointment
The Series Fund, on behalf of its 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 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 Credit
Suisse 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
With respect to each Series or Fund, 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 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. Use of Names
The Funds recognize that directors, officers and
employees of the Adviser may from time to time serve as
directors, trustees, officers and employees of corporations
and business trusts (including other investment companies)
and that such other corporations and trusts may include the
name "CS" 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 a Series or
Fund, such Series or Fund agrees that, at the Adviser's request,
such Series' or Fund's license to use the words "CS" or
"Credit Suisse" will terminate and that such Series or Fund
will take all necessary action to change the name of such
Series or Fund to names not including the words "CS" or "Credit
Suisse".
12. Miscellaneous
Notice is hereby given that this Agreement is
entered into on behalf of a Fund by an officer of such Fund
in his capacity as an officer and not individually. It is
understood and expressly stipulated that none of the Trustees
or shareholders of any Fund shall be personally liable
hereunder. Neither the Trustees, officers, agents nor
shareholders of any Fund assume any personal liability for
obligations entered into on behalf of a Fund. All persons
dealing with a Fund must look solely to the property of such
Fund for the enforcement of any claims against such Fund.
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
CREDIT SUISSE HIGH YIELD BOND FUND
By: /s/Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Vice President and Secretary
Accepted:
CREDIT SUISSE ASSET MANAGEMENT, LLC
By: /s/Xxxx Xxxx
Name: Xxxx Xxxx
Title: Managing Director
ANNEX I
TO INVESTMENT ADVISORY AGREEMENT
Annual Fee Rate (as a
percentage of average daily
net assets of such Series or
Series or Fund Fund, as applicable)
Credit Suisse Floating 0.70 of 1% of the first $100,000,000;
Rate High Income Fund 0.50 of 1% over $100,000,000
(a series of the Credit
SuisseOpportunity Funds)
Credit Suisse Liquid 1.15% of the Fund's average daily
Alternative Fund (a series net assets
of the Credit Suisse
Opportunity Funds)
Credit Suisse Liquid 1.15% of the Fund's average daily
Managed Futures Strategy net assets
Fund (a series of the
Credit Suisse Opportunity
Funds)
Credit Suisse Strategic 0.75% of the Fund's average daily
Income Fund (a series of net assets
the Credit Suisse
Opportunity Funds)
Credit Suisse Emerging 0.90% of the Fund's average daily
Markets Equity Fund net assets
(a series of the Credit
Suisse Opportunity Funds)
Credit Suisse Volaris 1.00% of the Fund's average daily
Alternative Equity Fund net assets
(a series of the Credit
Suisse Opportunity Funds)
Credit Suisse High 1% of the first $250,000,000(1) and
Yield Bond Fund 0.75 of 1.00% over $250,000,000
1 The fee is computed at the annual rate of 1% of the
average weekly value of the fund's total assets minus
the sum of accrued liabilities (other than aggregate
indebtedness constituting leverage).
