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
and August 14, 2012
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 a
ccepts 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 T
rustees 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: Secretary
Accepted:
CREDIT SUISSE ASSET MANAGEMENT, LLC
By: /s/Xxxx X. Xxxx
Name: Xxxx X. Xxxx
Title: Authorized Signatory
ANNEX I
TO INVESTMENT ADVISORY AGREEMENT
Annual Fee Rate (as a
percentage of average daily net
assets of such Series or Fund, as
Series or Fund 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 Fund
(a series of the
Credit Suisse
Opportunity Funds) 1.15% of the Fund's average
daily net assets
Credit Suisse
Liquid Managed Futures
Strategy Fund (a series
of the Credit Suisse
Opportunity Funds) 1.15% of the Fund's average
daily net assets
Credit Suisse
Strategic Income Fund
(a series of the
Credit Suisse
Opportunity Funds) 0.75% 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).
