Exhibit 77Q1(e)
AMENDED AND RESTATED
INVESTMENT MANAGEMENT AGREEMENT
CREDIT SUISSE COMMODITY STRATEGY FUNDS
CREDIT SUISSE OPPORTUNITY FUNDS
CREDIT SUISSE TRUST
November 15, 2016
Credit Suisse Asset Management, LLC
Xxx Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
Credit Suisse Commodity Strategy Funds and Credit
Suisse Opportunity Funds, each a Delaware business trust, and
Credit Suisse Trust, a business trust organized and existing
under the laws of the Commonwealth of Massachusetts (each,
a "Trust" and collectively, the "Trusts"), for and on behalf of
their respective series listed on Annex I hereto, which may be
amended from time to time (each, a "Fund" and, collectively,
the "Funds"), each herewith confirms its agreement with
Credit Suisse Asset Management, LLC (the "Manager") as
follows:
1. Investment Description; Appointment
Each Trust, on behalf of its respective Funds,
desires to employ the capital of such Funds by investing and
reinvesting in investments of the kind and in accordance with
the limitations specified in its respective 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 the Trust (the "Board").
Copies of the Funds' Prospectuses and SAIs have been or will
be submitted to the Manager. Each Trust desires to employ
and hereby appoints the Manager to act as investment manager
to each of the applicable Funds. The Manager accepts the
appointment and agrees to furnish the services for the
compensation set forth below.
2. Services as Investment Manager
Subject to the supervision and direction of the
Board of each Trust, the Manager will:
(a) act in strict conformity with the applicable
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 and monitor each Fund's assets in
accordance with such Fund's investment
objective, policies and restrictions as stated in
the Fund's Prospectuses and SAIs;
(c) make investment decisions for each Fund and
oversee risks of such investments;
(d) place purchase and sale orders for securities and
other investments on behalf of each Fund;
(e) exercise voting rights in respect of portfolio
securities and other investments for each Fund;
(f) furnish such statistical information each Fund
may reasonably request with respect to the
investments that such Fund may hold or
contemplate purchasing;
(g) apprise the Board of important developments
materially affecting each Fund;
(h) furnish to third-party data reporting services all
currently available standardized performance
information and other customary data;
(i) provide other information and services required
in connection with the preparation and filing
with regulatory authorities of all registration
statements and Prospectuses, Prospectus
supplements, SAIs, and annual, semi-annual and
periodic reports to shareholders of each Fund;
(j) monitor and evaluate the services provided by
each Fund's investment sub-adviser(s), if any,
under the terms of the applicable investment sub-
advisory agreement(s), monitor the compliance
of such sub-adviser(s) with the investment
objectives, policies and restrictions of such Fund,
and report to the Board with respect to the
performance of such sub-adviser(s);
(k) assist in supervising all aspects of each Fund's
operations, except those performed by other
parties pursuant to written agreements with the
Fund; provided, that the distribution of Fund
shares shall be the sole responsibility of the
Funds' distributor;
(l) assist in and coordinate the preparation of annual
post-effective amendments (and supplements
thereto) to each Fund's registration statement on
Form N-1A and provide specific information for
inclusion therein; prepare and file with the
Securities and Exchange Commission (the
"SEC") the Fund's Forms N-Q, N-PX and N-
CSR (other than the included financial report);
provide disclosure control review and chief
executive officer and chief financial officer
certifications for SEC filings; assist the Funds'
administrator (the "Administrator") with
preparation of Forms N-SAR, N-PORT and N-
CEN for the Funds and provide specific
information for inclusion therein;
(m) furnish corporate secretarial services, including
assisting the Board with the preparation of the
agendas and specific materials for meetings of
the Trust's Board and committees thereof;
distribute Board and committee meeting
materials and prepare minutes of routine
meetings of the Board and any committees
thereof and of a Fund's shareholders; follow up
on matters raised during Board meetings; and
liaise with the Board and providing additional
information upon request;
(n) monitor compliance by the Funds with relevant
provisions of the federal securities laws;
coordinate the resolution of compliance matters
identified with appropriate parties; assist in
developing and monitoring compliance
procedures for compliance with each Fund's
investment objective, policies and restrictions,
tax status, personal trading and proxy voting
procedures and certain other applicable laws and
regulations related to trading practices, such as
soft dollar and best execution policies; develop
or assist in developing guidelines and procedures
to improve overall compliance; [and assist in
developing and maintaining a disaster recovery
program for the Funds];
(o) supply the Funds with office facilities (which
may be the Manager's own offices), internal
executive, legal, regulatory and administrative
services, and stationery and office supplies;
(p) oversee the preparation and production of the
annual and semiannual reports to Fund
shareholders, prepare the management letters and
review and comment on the reports, including
notes to the financial statements;
(q) act as liaison between each Fund and the Fund's
independent registered public accountants,
counsel, custodian or custodians, transfer agent
and Administrator, and take all reasonable action
to assure that all necessary and reasonably
requested information is made available to each
of them; make reports and recommendations to
the Board regarding the performance of service
providers; and actively participate with other
relevant parties in the resolution of matters raised
affecting the Funds and their operations;
(r) act as liaison with the SEC and other regulators
in relation to inquiries and inspections relating to
the Funds;
(s) review, approve and arrange for the payment of
Fund expenses; review and approve expense
budgets and periodic expense adjustments;
(t) develop and maintain a website for the Funds;
(u) conduct due diligence of financial intermediaries
that propose to enter into distribution and/or
service agreements for the sale of Fund shares,
negotiate legal arrangements with those
intermediaries, provide specific information to
financial intermediaries for transmission to their
clients/customer, coordinate administrative
efforts to offer Fund shares on various
distribution platforms, reconcile invoices of
financial intermediaries with transfer agency
records, and arrange for the payment of financial
intermediaries to the extent they are paid out of
Fund assets;
(v) monitor compliance with the Funds' trading
policy, including frequent trading, oversee
review of transaction information provided by
financial intermediaries to the Fund or the
Funds' transfer agent, determine the
appropriateness of hardship exceptions to any
Fund redemption fee requirements, monitor as-of
trades, assist in the correction of net asset value
or other errors affecting Fund share prices, and
provide periodic reports to the Board regarding
these matters;
(w) perform certain legal duties for the Funds; retain
and manage outside counsel as appropriate;
(x) provide infrastructure and support services to the
Funds;
(y) perform valuation services with respect to
investments held by the Funds to the extent not
provided by other service providers;
(z) coordinating mailings to Fund shareholders,
such as prospectus supplements, but specifically
excluding dividend payments and transaction
confirmations and account statements;
(aa) review each Fund's tax returns as prepared by
the Administrator or other third party; oversee
preparation and coordinate the mailing of Forms
1099 for the Funds; prepare descriptive
information to accompany Forms 1099; monitor
the accuracy of data provided on Forms 1099;
and with the advice of counsel and the Funds'
independent accountants, determine the
appropriate tax treatment for specific
investments or investment strategies;
(bb) maintain and preserve Fund records consisting of
Board and committee meeting materials and
minutes, Trust corporate/trust records, Trust
agreements with service providers, Trust policies
and procedures and files evidencing compliance
with the Trust's Rule 17j-1 code of ethics;
(cc) respond to Fund shareholder complaints and
shareholder inquiries as requested by the Funds'
transfer agent;
(dd) oversee the provision of shareholder liaison
services by the Funds' transfer agent (i.e., the
transfer agent's response to inquiries of Fund
shareholders, its provision of information on
shareholder investments, its assistance to Fund
shareholders in changing account options and
addresses);
(ee) prepare reports and provide information
regarding the Funds as reasonably requested by
the Board or by other Fund service providers;
(ff) assist in and coordinate the preparation of proxy
statements; provide assistance in the solicitation
of Fund shareholders by providing data for
inclusion in proxy statements, coordinating
proxy solicitors and other vendors, coordinating
mailing of proxies and other solicitation
materials, conducting shareholder meetings and
developing strategies for solicitation campaigns;
and
(gg) provide information to the Funds' distributor, as
reasonably requested, concerning the Funds,
such as portfolio holdings, expense ratios and
performance information, to support their
advisory and distribution activities.
In providing those services, the Manager will
provide investment research and supervision of each Fund's
investments and conduct a continual program of investment,
evaluation and, if appropriate, sale and reinvestment of such
Fund's assets.
Subject to the approval of the Board of each
Trust and where required, a Fund's shareholders, the Manager
may engage an investment sub-adviser or sub-advisers to
provide advisory services in respect of such Fund and may
delegate to such investment sub-adviser(s) the responsibilities
described in subparagraphs (b) through (j) above. In the event
that an investment sub-adviser's engagement has been
terminated, the Manager shall be responsible for furnishing
such Fund 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 Fund and the Trust's Board
and subject to the requirements of the 1940 Act.
3. Brokerage
In executing transactions for each Fund, selecting
brokers or dealers and negotiating any brokerage commission
rates, the Manager will use its best efforts to seek the best
overall terms available. In assessing the best overall terms
available for any portfolio transaction, the Manager 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 Manager 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 Fund and/or other accounts over which the
Manager or an affiliate exercises investment discretion.
4. Information Provided to the Funds
The Manager will keep each Fund informed of
developments materially affecting such Fund, and will, on its
own initiative, furnish such Fund from time to time with
whatever information the Manager believes is appropriate for
this purpose.
5. Standard of Care
The Manager shall exercise its best judgment in
rendering the services listed in paragraphs 2, 3 and 4 above.
The Manager shall not be liable for any error of judgment or
mistake of law or for any loss suffered by any Fund in
connection with the matters to which this agreement
("Agreement") relates, provided that nothing herein shall be
deemed to protect or purport to protect the Manager against
any liability to each Fund or to shareholders of such Fund to
which the Manager 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 Manager's
reckless disregard of its obligations and duties under this
Agreement.
6. Compensation
In consideration of the management services
rendered pursuant to Section 2 of this Agreement, each Fund
will pay the Manager the annual fee applicable to such Fund
calculated at an annual rate set forth on Annex I hereto of such
Fund's average daily net assets. The fee shall be calculated
and payable monthly.
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 Manager, the value of each
Fund's net assets shall be computed at the times and in the
manner specified in such Fund's Prospectus or SAI.
7. Expenses
The Manager 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;
provided, however, that each Fund will reimburse the
Manager for the reasonable out-of-pocket expenses incurred
by it on behalf of the Fund with respect to services rendered
pursuant to paragraphs (l) through (ee) of Section 2 upon
presentation of appropriate documentation. Such reimbursable
expenses shall include, but not be limited to, postage,
telephone, facsimile, photocopying and commercial courier
charges. Each 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 applicable Trust who are not officers, directors, or
employees of the Manager, any sub-adviser or any of their
affiliates; fees of any pricing service employed to value shares
of the Fund; SEC fees and state blue sky qualification fees;
charges of custodians and transfer and dividend disbursing
agents; such Fund's proportionate share of insurance
premiums; outside auditing and legal expenses; costs of
maintenance of such Fund's existence; except as otherwise
provided herein, 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
Fund and of the officers or Board of the applicable Trust; and
any extraordinary expenses.
Each Fund will be responsible for nonrecurring
expenses which may arise, including costs of litigation to
which such Fund is a party and of indemnifying officers and
Trustees of the applicable Trust with respect to such litigation
and other expenses as determined by the Trustees.
8. Services to Other Companies or Accounts
Each Trust understands that the Manager now
acts, will continue to act and may act in the future as
investment adviser to fiduciary and other managed accounts
and as investment adviser or manager to one or more other
investment companies or series of investment companies, and
such Trust has no objection to the Manager so acting, provided
that whenever a Fund and one or more other accounts or
investment companies or portfolios advised by the Manager
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 Trust
recognizes that in some cases this procedure may adversely
affect the size of the position obtainable for a Fund. In
addition, each Trust understands that the persons employed by
the Manager to assist in the performance of the Manager'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 Manager or any affiliate of the
Manager 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 Manager to perform its services under this Agreement.
9. Term of Agreement
With respect to each Fund, this Agreement shall
continue for an initial period of one year 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 the applicable 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 the applicable Trust,
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 Fund, without
penalty, on 60 days' written notice, by the Board of the
applicable Trust or by vote of holders of a majority of the
applicable Fund's shares, or upon 90 days' written notice, by
the Manager. This Agreement will also terminate
automatically in the event of its assignment (as defined in said
Act).
10. Representation by the Trusts
Each Trust represents that copies of its
Agreement and Declaration of Trust, together with all
amendments thereto, are on file in such state where the
applicable Trust is registered.
11. Use of Names
Each Trust recognizes that directors, officers and
employees of the Manager 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
Manager or its affiliates may enter into advisory or other
agreements with such other corporations and trusts. If the
Manager ceases to act as the investment adviser of a Fund,
such Fund agrees that, at the Manager's request, such Fund's
license to use the words "CS" or "Credit Suisse" will
terminate and that such Fund will take all necessary action to
change the name of such 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
COMMODITY STRATEGY FUNDS
By:
/s/Xxxxx Xxxxx
Name:
Xxxxx Xxxxx
Title:
Secretary and Vice
President
CREDIT SUISSE
OPPORTUNITY FUNDS
By:
/s/Xxxxx Xxxxx
Name:
Xxxxx Xxxxx
Title:
Secretary and Vice
President
CREDIT SUISSE
TRUST
By:
/s/Xxxxx Xxxxx
Name:
Xxxxx Xxxxx
Title:
Secretary and Vice
President
Accepted:
CREDIT SUISSE ASSET MANAGEMENT, LLC
By:
/s/Xxxx Xxxx
Name:
Xxxx Xxxx
Title:
Managing Director
ANNEX I
TO INVESTMENT MANAGEMENT AGREEMENT
Fund
Annual Fee Rate
(as a percentage of average daily
net assets of such Fund)
Credit Suisse Commodity
Strategy Funds
Credit Suisse Commodity ACCESS
Strategy Fund
0.89%
Credit Suisse Commodity Return
Strategy Fund
0.59%
Credit Suisse Gold and Income
Strategy Fund
0.89%
Credit Suisse Opportunity Funds
Credit Suisse Floating Rate
High Income Fund
0.79 of 1% of the first
$100,000,000;
0.59 of 1% over
$100,000,000
Credit Suisse Multialternative
Strategy Fund
1.04%
Credit Suisse Managed Futures
Strategy Fund
1.04%
Credit Suisse Strategic Income
Fund
0.84%
Credit Suisse Emerging Markets
Equity Fund
0.99%
Credit Suisse Global
Sustainable Dividend Equity
Fund
0.69%
Credit Suisse Trust
Commodity Return Strategy
Portfolio
0.59%
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