AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
March 23, 2001 as Amended and Restated May 3, 2004,
February 14, 2005, December 1, 2006 and November 16, 2011
CREDIT SUISSE OPPORTUNITY FUNDS
CREDIT SUISSE HIGH YIELD BOND FUND
Credit Suisse Asset Management, LLC
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
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 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 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 X. Xxxx
Name: Xxxx X. Xxxx
Title: Managing Director
ANNEX I
TO INVESTMENT ADVISORY AGREEMENT
Series or Fund Annual Fee Rate (as a percentage
of average daily net assets of such
Series or Fund, as applicable)
Credit Suisse Floating Rate
High Income Fund (a series of
the Credit Suisse
Opportunity Funds) 0.70 of 1% of the first $100,000,000;
0.50 of 1% over $100,000,000
Credit Suisse Liquid
Alternative Beta Fund (a
series of the Credit
Suisse Opportunity Funds) 1.15% of the Fund's average daily
net assets
Credit Suisse High
Yield Bond Fund 1% of the first $250,000,000(1) and
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).
