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, February 18, 2014 and
November 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
uccessor 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: Secretary and Vice President
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
Series or Fund such Series or Fund, as applicable)
Credit Suisse Floating
Rate High Income Fund
(a series of the Credit
Suisse Opportunity 0.70 of 1% of the first $100,000,000;
Funds) 0.50 of 1% over $100,000,00
Credit Suisse
Multialternative Strategy
Fund (a series of the Credit 0.95% of the Fund's average daily net
Suisse Opportunity Funds) assets
Credit Suisse Managed
Futures Strategy Fund (a
series of the Credit 0.95% of the Fund's average daily net
Suisse Opportunity Funds) assets
Credit Suisse Strategic
Income Fund (a series of
the Credit Suisse 0.75% of the Fund's average daily net
Opportunity Funds) assets
Credit Suisse Emerging
Markets Equity Fund (a
series of the Credit 0.90% of the Fund's average daily net
Suisse Opportunity Funds) assets
Credit Suisse Volaris U.S.
Strategies Fund (a series of
the Credit Suisse Opportunity 1.00% of the Fund's average daily net
Funds) assets
1% of the first $250,000,000(1)
Credit Suisse High Yield and 0.75 of
Bond Fund 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).
