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 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 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
Accepted:
CREDIT SUISSE ASSET MANAGEMENT, LLC
By: /s/Xxxx X. Xxxx
Name: Xxxx X. Xxxx
Title: Authorized Signatory
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 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).
