PURCHASE AGREEMENT
Credit Suisse Opportunity Funds (the "Trust"), a statutory
trust organized under the laws of the State of Delaware, with respect to the
Credit Suisse Strategic Allocation Fund -- Conservative, Credit Suisse Strategic
Allocation Fund -- Moderate and Credit Suisse Strategic Allocation Fund --
Aggressive (the "Funds"), and Credit Suisse Asset Management, LLC ("CSAM")
hereby agree as follows:
1. The Trust offers CSAM and CSAM hereby purchases three
shares of beneficial interest in each of the Funds, which for each Fund shall
consist of one Class A Share, one Class C Share and one Common Class Share,
having a par value $.001 per share, at a price of $10.00 per share (the "Initial
Shares"), the Funds agreeing to waive the initial sales charge and any
contingent deferred sales charge on such purchases. CSAM hereby acknowledges
receipt of the certificates representing the Initial Shares, and the Trust
hereby acknowledges receipt from CSAM of $90.00 in full payment for the Initial
Shares.
2. CSAM represents and warrants to the Trust that the Initial
Shares are being acquired for investment purposes and not for the purpose of
distribution.
3. CSAM agrees that if any holder of the Initial Shares of a
Fund redeems it before one year after the date upon which the Fund commences its
investment activities, the redemption proceeds will be reduced by the amount of
unamortized organizational and offering expenses with respect to that Fund. The
parties hereby acknowledge that any shares acquired by CSAM other than the
Initial Shares have not been acquired to fulfill the requirements of Section 14
of the Investment Company Act of 1940, as amended, and, if redeemed, their
redemption proceeds will not be subject to reduction based on the unamortized
organizational and offering expenses of the Funds.
4. The Trust and CSAM agree that the obligations of the Trust
under this Agreement will not be binding upon any of the Trustees, shareholders,
nominees, officers, employees or agents, whether past, present or future, of the
Trust, individually, but are binding only upon the assets and property of the
Trust, as provided in the Declaration of Trust. The execution and delivery of
this Agreement have been authorized by the Trustees of the Trust, and signed by
an authorized officer of the Trust, acting as such, and neither the
authorization by the Trustees nor the execution and delivery by the officer will
be deemed to have been made by any of them individually or to impose any
liability on any of them personally, but will bind only the trust property of
the Trust as provided in the Declaration of Trust. No series of the Trust,
including the Funds, will be liable for any claims against any other series.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the 3rd day of October, 2005.
CREDIT SUISSE OPPORTUNITY FUNDS
By: /s/J. Xxxxx Xxx
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Name: J. Xxxxx Xxx
Title: Vice President and
Secretary
Attest:
/s/Xxxxx Xxxxx
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CREDIT SUISSE ASSET MANAGEMENT, LLC
By: /s/Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title: Director and Secretary
Attest:
/s/Xxxxx Xxxxx
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