INVESTMENT ADVISORY AGREEMENT
November 1, 2005
Credit Suisse Asset Management, LLC
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Dear Ladies and Gentlemen:
Credit Suisse Opportunity Funds (the "Trust"), a statutory
trust organized under the laws of the State of Delaware, is an open-end,
management investment company that currently offers four portfolios, one of
which is the Credit Suisse Strategic Allocation Fund --Moderate (the "Fund").
The Fund has been organized for the purpose of investing its assets in certain
registered investment companies or portfolios of such registered investment
companies managed by Credit Suisse Asset Management, LLC (the "Adviser") (the
"Underlying Credit Suisse Funds") and in direct portfolio securities of other
issuers ("Portfolio Securities"). The Trust on behalf of the Fund herewith
confirms its agreement with the Adviser as follows:
1. Investment Description; Appointment
The Trust desires to employ the capital of the Fund by
investing and reinvesting in investments of the kind and in accordance with the
limitations specified in its Declaration of Trust, as may be amended from time
to time, and in the Trust's Prospectus and Statement of Additional Information
relating to the Fund 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. Copies of the Trust's Prospectus
and SAI relating to the Fund have been or will be submitted to the Adviser. The
Trust desires to employ and hereby appoints the Adviser to act as investment
adviser to the Fund. 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 the Trust, the Adviser will (a) act in strict conformity with the
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 the Fund's assets in accordance with the
Fund's investment objective and policies as stated in the Trust's Prospectus and
SAI relating to the Fund, (c) make investment decisions for the Fund, including
the determination of how the Fund's assets will be invested in the Underlying
Credit Suisse Funds and in Portfolio Securities, (d) place purchase and sale
orders for securities on behalf of the Fund, (e) allocate and reallocate the
Fund's assets to the Underlying Credit Suisse Funds and to Portfolio Securities
subject to any investment targets and ranges set forth in the Prospectus and SAI
(the "Investment Limitations"), (f) exercise voting rights in respect of the
Fund's investments in Underlying Credit Suisse Funds and in Portfolio
Securities, and (g) monitor and evaluate the services provided by the 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 the Fund's investments and conduct a
continual program of investment,
evaluation and, if appropriate, sale and reinvestment of the Fund's assets. In
addition, the Adviser will furnish the Trust with whatever statistical
information the Trust may reasonably request with respect to the securities that
the Fund may hold or contemplate purchasing.
The Adviser shall make recommendations to the Trustees
concerning changes to (a) the Underlying Credit Suisse Funds in which the Fund
may invest, (b) the allocation of the Fund's assets to the Underlying Credit
Suisse Funds and to Portfolio Securities and (c) the Investment Limitations.
Subject to the approval of the Board of Trustees of the Trust
and where required, the Fund's shareholders, the Adviser may engage an
investment sub-adviser or sub-advisers to provide advisory services in respect
of the Fund and may delegate to such investment subadviser(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 the Trust 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
the Trust and the Trust's Board of Trustees and subject to the requirements of
the 1940 Act.
3. Brokerage
In executing transactions for the 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 the Fund and/or other
accounts over which the Adviser or an affiliate exercises investment discretion.
4. Information Provided to the Trust
The Adviser will keep the Trust informed of developments
materially affecting the Fund, and will, on its own initiative, furnish the
Trust 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 the
Trust 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 the Trust or the Fund or to shareholders of the Trust
or the
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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, the Fund will pay the Adviser a fee calculated at the annual rate of
the Fund's average daily net assets of: 0.10% on investments in Underlying
Credit Suisse Funds and cash or cash equivalents and 0.55% on investments in
Portfolio Securities. 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 the Fund's net assets
shall be computed at the times and in the manner specified in the Trust's
Prospectus or SAI relating to the Fund.
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.
The 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 Trust who are not officers, Trustees, or employees of the Adviser, any
sub-adviser or any of their affiliates; fees of any pricing service employed to
value shares of the Fund; Securities and Exchange Commission fees and state blue
sky qualification fees; charges of custodians and transfer and dividend
disbursing agents; the Fund's proportionate share of insurance premiums; outside
auditing and legal expenses; costs of maintenance of the 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 the Trust and of the officers or Board of Trustees of the Trust;
and any extraordinary expenses.
The Trust will be responsible for nonrecurring expenses which
may arise, including costs of litigation to which the Fund is a party and of
indemnifying officers and Trustees of the Trust with respect to such litigation
and other expenses as determined by the Trustees.
8. Services to Other Companies or Accounts
The Trust 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 the Trust has no objection to the Adviser so acting,
provided that whenever the Fund and one or more other accounts or
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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. The Trust
recognizes that in some cases this procedure may adversely affect the size of
the position obtainable for the Fund. In addition, the Trust 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
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) the Board of Trustees of the
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 Trustees 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, without penalty, on 60 days' written notice, by the
Board of Trustees of the Trust or by vote of holders of a majority of the 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 Trust
The Trust represents that a copy of its Agreement and
Declaration of Trust, dated March 15, 1995, together with all amendments
thereto, is on file in the office of the Secretary of State of the State of
Delaware.
11. Limitation of Liability
It is expressly agreed that this Agreement was executed by or
on behalf of the Trust and not by the Trustees of the Trust or its officers
individually, and the obligations of the Trust hereunder shall not be binding
upon any of the Trustees, shareholders, nominees, officers, agents or employees
of the Trust individually, but bind only the assets and property of the Fund, as
provided in the Declaration of Trust of the Trust. The execution and delivery of
this Agreement have been authorized by the Trustees and the sole shareholder of
the Fund and signed by an authorized officer of the Trust, acting as such, and
neither such authorization by such Trustees and shareholder nor such execution
and delivery by such officer shall be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but shall
bind only the trust property of the Fund as provided in its Declaration of
Trust.
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12. Miscellaneous
The Trust recognizes that Trustees, officers and employees of
the Adviser may from time to time serve as directors, trustees, officers and
employees of corporations and statutory trusts (including other investment
companies) and that such other corporations and trusts may include the name
"CS", "CSAM" 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 the Fund, the Trust agrees that, at the Adviser's request, the Trust's
license to use the words "CS", "CSAM" or "Credit Suisse" will terminate and that
the Trust will take all necessary action to change the name of the Trust and the
Fund to names not including the words "CS", "CSAM" or "Credit Suisse."
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
By: /s/ J. Xxxxx Xxx
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Name: J. Xxxxx Xxx
Title: Vice President and Secretary
Accepted:
CREDIT SUISSE ASSET MANAGEMENT, LLC
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title: Secretary
