As filed with the Securities and Exchange Commission

on April 28, 2009

 

Securities Act File No. 33-58125

Investment Company Act File No. 811-07261

 

 

 

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-1A

 

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

x

 

 

 

 

 

Pre-Effective Amendment No.

 

o

 

 

 

 

 

 

Post-Effective Amendment No. 30

 

x

 

 

 

 

 

 

and/or

 

 

 

 

 

 

 

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT of 1940

 

x

 

 

 

 

 

 

Amendment No. 31

 

x

 

 

 

 

 

 

(Check appropriate box or boxes)

 

 

 

Credit Suisse Trust

(Exact name of registrant as specified in charter)

 

Eleven Madison Avenue, New York, New York

 

10010

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (212) 325-2000

 

J. Kevin Gao, Esq.

Credit Suisse Trust

Eleven Madison Avenue

New York, New York 10010

(Name and Address of Agent for Service)

 

Copy to:

Rose F. DiMartino, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019-6099

 

Approximate date of proposed public offering: May 1, 2009.

 

It is proposed that this filing will become effective (check appropriate box)

 

o             Immediately upon filing pursuant to paragraph (b)

 

x            on May 1, 2009 pursuant to paragraph (b)

 

o             60 days after filing pursuant to paragraph (a) (1)

 

o             on (date) pursuant to paragraph (a) (1)

 

o             75 days after filing pursuant to paragraph (a) (2), or

 

o             on (date) pursuant to paragraph (a) (2) of Rule 485

 

If appropriate, check the following box:

 

o             This post-effective amendment designates a new effective date for a previously filed post-effective amendment

 

 

 



CREDIT SUISSE FUNDS

Prospectus

May 1, 2009

CREDIT SUISSE TRUST

n   U.S. EQUITY FLEX I PORTFOLIO

Credit Suisse Trust shares are not available directly to individual investors, but may be offered only through certain insurance products and pension and retirement plans.

As with all mutual funds, the Securities and Exchange Commission (SEC) has not approved these securities, nor has it passed upon the adequacy or accuracy of this Prospectus . It is a criminal offense to state otherwise.

The Trust is advised by Credit Suisse Asset Management, LLC.




C ONTENTS

KEY POINTS     4    
Goal and Principal Strategies     4    
A Word About Risk     5    
Investor Profile     6    
PERFORMANCE SUMMARY     7    
Year-by-Year Total Returns     7    
Average Annual Total Returns     8    
INVESTOR EXPENSES     9    
Fees and Portfolio Expenses     9    
Example     9    
THE PORTFOLIO IN DETAIL     10    
The Management Firm     10    
Portfolio Information Key     10    
Goal and Strategies     11    
Portfolio Investments     13    
Risk Factors     13    
Portfolio Management     14    
Financial Highlights     15    
MORE ABOUT RISK     16    
Introduction     16    
Types of Investment Risk     16    
Certain Investment Practices     19    
MEET THE MANAGER     22    
MORE ABOUT YOUR PORTFOLIO     23    
Share Valuation     23    
Distributions     24    
Taxes     24    
Statements and Reports     25    
BUYING AND SELLING SHARES     27    
OTHER INFORMATION     29    
About The Distributor     29    
FOR MORE INFORMATION     back cover    

 


3



KEY POINTS

GOAL AND PRINCIPAL STRATEGIES

GOAL   PRINCIPAL STRATEGIES   PRINCIPAL RISK FACTORS  
Capital growth   n Invests, under normal market conditions, at least 80% of its net assets, plus any borrowings for investment purposes, in equity securities of U.S. companies.
n Seeks to outperform the Russell 3000 ® Index, which is designed to measure the performance of the largest 3000 U.S. companies representing approximately 98% of the investable U.S. equity market
n Generally will (i) purchase securities, either directly or through derivatives, in an amount up to approximately 130% of its net assets and (ii) sell securities short (which means, sell borrowed securities with the intention of repurchasing them for a profit on the expectation that the market price will drop), either directly or through derivatives, in an amount up to approximately 30% of its net assets
n Uses proprietary quantitative models designed to:
n forecast the expected relative return of stocks by analyzing a number of fundamental factors, including a company's relative valuation, use of capital, management's approach to financial reporting, profitability, realized and expected growth potential and level and trend of earnings and share price
n identify stocks that are likely to suffer declines in price if market conditions deteriorate and either limit the portfolio's overall long exposure or increase the portfolio's overall short exposure to such low quality stocks and
n help determine the portfolio's relative exposure to different industry sectors by analyzing sector performance under different market scenarios
n Maintains investment attributes that are similar to those of the basket of securities included in the Russell 3000 ® Index and intends to limit its divergence from the that index in terms of market, industry and sector exposures
n May invest in equity securities without regard to market capitalization
  n Derivatives risk
n Leveraging risk
n Market risk
n Model risk
n Short sales risk
n Small companies
n Special-situation companies
 

 


4



g   A WORD ABOUT RISK

All investments involve some level of risk. Simply defined, risk is the possibility that you will lose money or not make money.

Principal risk factors for the portfolio are discussed below. Before you invest, please make sure you understand the risks that apply to the portfolio. As with any mutual fund, you could lose money over any period of time.

Investments in the portfolio are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

DERIVATIVES RISK

Derivatives, such as options, forwards, futures and swap agreements, (see "Certain Investment Practices" table beginning on page 19), are financial contracts whose value depends on, or is derived from, the value of an underlying asset, reference rate or index. The portfolio typically uses derivatives as a substitute for taking a position in the underlying asset and/or as part of a strategy designed to reduce exposure to other risks, such as interest rate risk. The portfolio may also use derivatives for leverage. The portfolio's use of derivative instruments involves risk different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Derivatives are subject to the following risks described below—correlation risk, liquidity risk, interest-rate risk, market risk and credit risk. Also, suitable derivative transactions may not be available in all circumstances and there can be no assurance that the portfolio will engage in these transactions to reduce exposure to other risks when that would be beneficial.

LEVERAGING RISK

When the portfolio uses leverage through activities such as borrowing, entering into short sales, purchasing securities on margin or on a "when-issued" basis or purchasing derivative instruments in an effort to increase its returns, the portfolio has the risk of magnified capital losses that occur when losses affect an asset base, enlarged by borrowings or the creation of liabilities, that exceeds the net assets of the portfolio. The net asset value of the portfolio when employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the portfolio to pay interest.

MARKET RISK

The market value of a security may fluctuate, sometimes rapidly and unpredictably. These fluctuations, which are often referred to as "volatility," may cause a security to be worth less than it was worth at an earlier time. Market risk may affect a single issuer, industry, sector of the economy, or the market as a whole. Market risk is common to most investments—including stocks and bonds, and the mutual funds that invest in them.

MODEL RISK

The portfolio bears the risk that the proprietary quantitative models used by the portfolio manager will not be successful in identifying securities that


5



will help the portfolio achieve its investment objective, causing the portfolio to underperform its benchmark or other funds with a similar investment objective.

SHORT SALES RISK

Short sales expose the portfolio to the risk that it will be required to cover its short position at a time when the securities have appreciated in value, thus resulting in a loss to the portfolio. The portfolio's loss on a short sale could theoretically be unlimited in a case where the portfolio is unable, for whatever reason, to close out its short position. Short sales also involve transaction and other costs that will reduce potential gains and increase potential portfolio losses. The use by the portfolio of short sales in combination with long positions in its portfolio in an attempt to improve performance may not be successful and may result in greater losses or lower positive returns than if the portfolio held only long positions. It is possible that the portfolio's long equity positions will decline in value at the same time that the value of the securities it has sold short increases, thereby increasing potential losses to the portfolio. In addition, the portfolio's short selling strategies may limit its ability to fully benefit from increases in the equity markets. Short selling also involves a form of financial leverage that may exaggerate any losses realized by the portfolio. Also, there is the risk that the counterparty to a short sale may fail to honor its contractual terms, causing a loss to the portfolio.

SMALL COMPANIES

Small companies may have less-experienced management, limited product lines, unproven track records or inadequate capital reserves. Their securities may carry increased market, liquidity and other risks. Key information about the company may be inaccurate or unavailable.

SPECIAL-SITUATION COMPANIES

"Special situations" are unusual developments that affect a company's market value. Examples include mergers, acquisitions and reorganizations. Securities of special-situation companies may decline in value if the anticipated benefits of the special situation do not materialize.

g   INVESTOR PROFILE

This portfolio is designed for investors who:

n   are investing for long-term goals

n   are willing to assume the risk of losing money in exchange for attractive potential long-term returns

n   are investing for capital growth

n   want to diversify their investments with stock funds

It may NOT be appropriate if you:

n   are investing for a shorter time horizon

n   are uncomfortable with an investment that will fluctuate in value

n   are looking for income

You should base your investment decision on your own goals, risk preferences and time horizon.


6



PERFORMANCE SUMMARY

The bar chart below and the table on the next page provide an indication of the risks of investing in the portfolio. The bar chart shows you how the portfolio's performance has varied from year to year for up to 10 years. The table compares the portfolio's performance over time to that of a broad-based securities market index. The bar chart and table do not reflect additional charges and expenses which are, or may be, imposed under the variable contracts or plans; such charges and expenses are described in the prospectus of the insurance company separate account or in the plan documents or other informational materials supplied by plan sponsors. Inclusion of these charges and expenses would reduce the total return for the periods shown. As with all mutual funds, past performance is not a prediction of future performance.

  *  The portfolio adopted investment strategies that became effective on December 1, 2006 so that its holdings are selected using quantitative stock selection models rather than a more traditional fundamental analysis approach. Effective May 1, 2009, the portfolio adopted new investment strategies through which it invests primarily in U.S. equity securities using a "flexible 130/30 strategy" in an attempt to outperform the Russell 3000 ® Index. Investors should be aware that performance information prior to December 1, 2006 does not reflect the investment strategies used between December 1, 2006 and May 1, 2009, and that performance information shown above does not reflect the current investment strategies of the portfolio. Prior to December 1, 2006, the portfolio was known as "Small Cap Growth Portfolio." Between December 1, 2006 and May 1, 2009, the portfolio was known as "Small Cap Core I Portfolio."


7



AVERAGE ANNUAL TOTAL RETURNS 1

PERIOD ENDED 12/31/08:   ONE YEAR
2008
  FIVE YEARS
2004-2008
  TEN YEARS
1999-2008
  INCEPTION
DATE
 
U.S. EQUITY
FLEX I PORTFOLIO
    -34.66 %     -6.04 %     -1.74 %     6/30/95    
STANDARD & POOR'S
SMALLCAP 600 ® INDEX 2
(REFLECTS NO DEDUCTION
FOR FEES AND EXPENSES)
    -13.82 %     9.89 %     -5.18 %        

 

  1   Performance information shown above does not reflect the current investment strategies of the portfolio. Effective May 1, 2009, the Russell 3000 ® Index replaced the Standard & Poor's SmallCap 600 ® Index as the benchmark-index for the portfolio.

  2   The Standard & Poor's SmallCap 600 ® Index is an unmanaged market-weighted index of 600 U.S. stocks selected on the basis of market capitalization, liquidity and industry group representation and is a registered trademark of McGraw-Hill Co. Inc. The Standard & Poor's SmallCap 600 ® Index became the portfolio's benchmark-index on December 1, 2006 in connection with its change in investment strategy. Investors cannot invest directly in an index.

UNDERSTANDING PERFORMANCE

   n    Total return tells you how much an investment in the portfolio has changed in value over a given time period. It assumes that all dividends and capital gains (if any) were reinvested in additional shares. The change in value can be stated either as a cumulative return or as an average annual rate of return .

   n   A cumulative total return is the actual return of an investment for a specified period. The year-by-year total returns in the bar chart are examples of one-year cumulative total returns.

   n   An average annual total return applies to periods longer than one year. It smooths out the variations in year-by-year performance to tell you what constant annual return would have produced the investment's actual cumulative return. This gives you an idea of an investment's annual contribution to your portfolio, assuming you held it for the entire period.

   n   Because of compounding, the average annual total returns in the table cannot be computed by averaging the returns in the bar chart.


8



INVESTOR EXPENSES

FEES AND PORTFOLIO EXPENSES

This table describes the fees and expenses you may pay as a shareholder. Annual portfolio operating expenses are estimated for the fiscal year ending December 31, 2009. The table and the example below do not reflect additional charges and expenses which are, or may be, imposed under the variable contracts or plans; such charges and expenses are described in the prospectus of the insurance company separate account or in the plan documents or other informational materials supplied by plan sponsors. If such charges and expenses were reflected in the table and example, the expenses shown below would have been higher. The portfolio's expenses should be considered with these charges and expenses in evaluating the overall cost of investing in the separate account.

Shareholder fees
(paid directly from your investment)
 
Sales charge (load) on purchases     N/A    
Deferred sales charge (load)     N/A    
Sales charge (load) on reinvested distributions     N/A    
Redemption fees     N/A    
Exchange fees     N/A    
Annual portfolio operating expenses
(deducted from portfolio assets)
 
Management fee     0.70 %  
Distribution and service (12b-1) fee     NONE    
Other expenses        
Dividends on short sales 1       0.70 %  
All other expenses     0.23 %  
Total annual portfolio operating expenses     1.63 %  

 

   1   Dividends on short sales are dividends paid to lenders on borrowed securities. These expenses relating to dividends on short sales will vary depending on whether the securities the portfolio sells short pay dividends and on the size of such dividends.

EXAMPLE

This example may help you compare the cost of investing in the portfolio with the cost of investing in other mutual funds. Because it uses hypothetical conditions, your actual costs may be higher or lower.

Assume you invest $10,000, the portfolio returns 5% annually, expense ratios remain as listed in the table above, and you close your account at the end of each of the time periods shown. Based on these assumptions, your cost would be:


  ONE
YEAR
  THREE
YEARS
  FIVE
YEARS
  TEN
YEARS
 
  $ 166     $ 514     $ 887     $ 1,933    

 


9



THE PORTFOLIO IN DETAIL

g   THE MANAGEMENT FIRM

CREDIT SUISSE ASSET
MANAGEMENT, LLC

Eleven Madison Avenue
New York, NY 10010

n   Investment adviser for the portfolio

n   Responsible for managing the portfolio's assets according to its goal and strategies

n   Is part of the asset management business of Credit Suisse, one of the world's leading banks

n   Credit Suisse provides its clients with investment banking, private banking and asset management services worldwide. The asset management business of Credit Suisse is comprised of a number of legal entities around the world that are subject to distinct regulatory requirements

For easier reading, Credit Suisse Asset Management, LLC will be referred to as "Credit Suisse" or "we" throughout this Prospectus .

For the 2008 fiscal year, the portfolio paid Credit Suisse 0.70% of its average net assets for advisory services.

A discussion regarding the basis for the Board of Trustees' approval of the investment advisory contract of the portfolio is available in the portfolio's Annual Report to shareholders for the period ended December 31, 2008.

g   PORTFOLIO INFORMATION KEY

A concise description of the portfolio follows. The description provides the following information:

GOAL AND STRATEGIES

The portfolio's particular investment goal and the strategies it intends to use in pursuing that goal. Percentages of portfolio assets are based on total assets unless indicated otherwise.

PORTFOLIO INVESTMENTS

The principal types of securities in which the portfolio invests. Secondary investments are described in "More About Risk."

RISK FACTORS

The principal risk factors associated with the portfolio. Additional risk factors are included in "More About Risk."

PORTFOLIO MANAGEMENT

The individual designated by the investment adviser to handle the portfolio's day-to-day management.

FINANCIAL HIGHLIGHTS

A table showing the portfolio's audited financial performance for up to five years. Certain information in the table reflects financial results for a single portfolio share.

n    Total return How much you would have earned or lost on an investment in the portfolio, assuming


10



you had reinvested all dividend and capital-gain distributions.

n    Portfolio turnover An indication of trading frequency. The portfolio may sell securities without regard to the length of time they have been held. A high turnover rate may increase the portfolio's transaction costs and negatively affect its performance.

The Annual Report includes the independent registed public accounting firm's report, along with the portfolio's financial statements. It is available free upon request through the methods described on the back cover of the Prospectus .

g   GOAL AND STRATEGIES

The portfolio seeks capital growth. To pursue this goal, it invests, under normal market conditions, at least 80% of its net assets, plus any borrowings for investment purposes, in equity securities of U.S. companies. The portfolio will consist of the securities of companies included within the Russell 3000 ® Index (the "Benchmark"), as well as other companies that the portfolio manager deems to have similar characteristics to the companies included in the Benchmark. The Benchmark is designed to measure the performance of the largest 3000 U.S. companies, representing approximately 98% of the investable U.S. equity market. As of March 31, 2009, the Benchmark had a market capitalization range of approximately $2 million to $338.866 billion.

The portfolio generally will (i) purchase securities (i.e., hold long positions), either directly or through derivatives, in an amount up to approximately 130% of its net assets and (ii) sell securities short (i.e., hold short positions), either directly or through derivatives, in an amount up to approximately 30% of its net assets. (Selling securities short means selling borrowed securities with the intention of repurchasing them for a profit on the expectation that the market price will drop.) The portfolio intends to maintain an approximate net 100% long exposure to the equity market (i.e., long market value minus short market value). The long and short positions held by the portfolio may vary over time depending on the relative performance of the portfolio's securities selections and the availability of attractive investment opportunities.

The term "flex" in the portfolio's name refers to the ability of the portfolio to vary from 100% to 130% its long positions and to vary from 0% to 30% its short positions, based on market conditions. While the portfolio intends to utilize short exposure, under certain conditions, it may be entirely long. In a traditional fund that does not permit short sales of securities, the fund's adviser can at most assign a zero weighting to securities that the adviser expects to underperform. With respect to the portfolio, however, the portfolio manager may actually sell securities short that it views as likely to decline in value or underperform. Additionally, the


11



ability of the portfolio to sell securities short generally enables the portfolio to invest in additional securities as long positions while normally keeping the overall net exposure to the market the same as a traditional long-only strategy.

The portfolio intends to maintain an approximate net 100% long exposure to the equity market (i.e., long market value minus short market value). The long and short positions held by the portfolio may vary over time depending on the relative performance of the portfolio's securities selections and the availability of attractive investment opportunities. In times of unusual or adverse market, economic or political conditions, the portfolio's long positions may be closer to 100% and/or its short positions may be closer to 0% of its net assets.

The portfolio follows quantitative portfolio management techniques rather than a traditional fundamental equity research approach. The portfolio manager selects securities for the portfolio using proprietary quantitative models, which are designed to:

n   forecast the expected relative return of stocks by analyzing a number of fundamental factors, including a company's relative valuation, use of capital, management's approach to financial reporting, profitability, realized and expected growth potential and level and trend of earnings and share price

n   identify stocks that are likely to suffer declines in price if market conditions deteriorate and either limit the portfolio's overall long exposure or increase the portfolio's overall short exposure to such low quality stocks and

n   help determine the portfolio's relative exposure to different industry sectors by analyzing sector performance under different market scenarios

The portfolio manager applies these models to companies that are represented in the Benchmark, as well as other companies that it deems to have similar characteristics to the companies included in the Benchmark. The portfolio normally will be managed by both overweighting and underweighting certain securities and selling short certain securities relative to the Benchmark, using the proprietary quantitative models discussed above and based on the expected return and the risks associated with individual securities considered relative to the portfolio as a whole, among other characteristics. In general, the portfolio will seek to maintain investment attributes that are similar to those of the basket of securities included in the Benchmark, and intends to limit its divergence from the Benchmark in terms of market, industry and sector exposures. The portfolio may invest in equity securities without regard to market capitalization.

The portfolio manager generally holds a long or short position until the quantitative stock selection models described above indicate that such position be reduced or eliminated, although the portfolio manager is not required to reduce or eliminate the position under those circumstances. The portfolio manager may also reduce


12



or eliminate a position in a security for a variety of reasons, such as to realize profits or take advantage of better investment opportunities.

Some companies may cease to be represented in the Benchmark after the portfolio has purchased their securities. The portfolio is not required to sell securities solely because the issuers are no longer represented in the Benchmark, and may continue to hold such securities.

The portfolio's 80% investment policy may be changed by the Board of Trustees on 60 days' notice to shareholders. The portfolio's investment objective may be changed without shareholder approval.

g   PORTFOLIO INVESTMENTS

The portfolio's equity holdings may include:

n   common stocks

n   preferred stocks

n   securities convertible into common stocks

n   securities whose values are based on common stock, such as rights and warrants

The portfolio invests primarily in U.S. equity securities, including both listed and unlisted securities, but may also invest in non-U.S. securities and restricted securities or other instruments with no ready market (see "Certain Investment Practices" table beginning on page 19). The portfolio may also engage in other investment practices, such as investing or using options, forwards, futures, swaps and other types of derivative instruments in seeking to achieve its investment objective or for hedging purposes.

g   RISK FACTORS

The portfolio's principal risk factors are:

n   derivatives risk

n   leveraging risk

n   market risk

n   model risk

n   short sales risk

n   small companies

n   special-situation companies

The portfolio's use of derivative instruments involves risk different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments.

When the portfolio uses leverage, the portfolio has the risk of magnified capital losses that occur when losses affect an asset base, enlarged by borrowings or the creation of liabilities, that exceeds the net assets of the portfolio. The net asset value of the portfolio when employing leverage will be more volatile and sensitive to market movements.

The value of your investment generally will fluctuate in response to stock market movements.

The portfolio bears the risk that the proprietary quantitative models used by


13



the portfolio manager will not be successful in identifying securities that will help the portfolio achieve its objectives, causing the portfolio to underperform its benchmark or other funds with a similar investment objective.

Short sales expose the portfolio to the risk that it will be required to cover its short position at a time when the securities have appreciated in value, thus resulting in a loss to the portfolio. The portfolio's loss on a short sale could theoretically be unlimited in a case where the portfolio is unable, for whatever reason, to close out its short position. The use by a portfolio of short sales in combination with long positions in its portfolio in an attempt to improve performance may not be successful and may result in greater losses or lower positive returns than if the portfolio held only long positions.

Investing in small companies may expose the portfolio to increased market, liquidity and information risks. These risks are defined in "More About Risk."

Securities of companies in "special situations" may decline in value and hurt the portfolio's performance if the anticipated benefits of the special situation do not materialize.

"More About Risk" details certain other investment practices the portfolio may use. Please read that section carefully before you invest.

g   PORTFOLIO MANAGEMENT

Jordan Low is responsible for the day-to-day portfolio management of the portfolio. Mr. Low is supported by a team of investment professionals from the Credit Suisse Quantitative Equities Group. See "Meet the Manager."


14




FINANCIAL HIGHLIGHTS

The figures below have been audited by the portfolio's independent registered public accounting firm, PricewaterhouseCoopers LLP, whose report on the portfolio's financial statements is included in the portfolio's Annual Report . The total returns do not reflect additional charges and expenses which are, or may be, imposed under the variable contracts or plans; if such charges and expenses were reflected, total returns would be lower.

FOR THE YEAR ENDED DECEMBER 31:   2008   2007   2006   2005   2004  
Per share data  
Net asset value, beginning of year   $ 15.47     $ 15.60     $ 14.89     $ 15.30     $ 13.80    
Investment Operations:  
Net investment income (loss)     0.10       0.02       (0.14 )     (0.14 )     (0.14 )  
Net gain (loss) on investments and
futures contracts (both realized and unrealized)
    (5.46 )     (0.15 )     0.85       (0.27 )     1.64    
Total from investment operations     (5.36 )     (0.13 )     0.71       (0.41 )     1.50    
Less Dividends  
Dividends from net investment income     (0.01 )                          
Net asset value, end of year   $ 10.10     $ 15.47     $ 15.60     $ 14.89     $ 15.30    
Total return 1     (34.66 )%     (0.83 )%     4.77 %     (2.68 )%     10.87 %  
Ratios and Supplemental Data:  
Net assets, end of year (000s omitted)   $ 135,359     $ 286,855     $ 413,335     $ 557,377     $ 767,104    
Ratio of expenses to average net assets     0.93 %     0.92 %     1.11 %     1.14 %     1.10 %  
Ratio of net investment income (loss) to
average net assets
    0.65 %     0.08 %     (0.75 )%     (0.84 )%     (0.92 )%  
Portfolio turnover rate     204 %     203 %     208 %     82 %     99 %  

 

1   Total returns are historical and assume changes in share price and reinvestment of all dividends and distributions. Total returns do not reflect charges and expenses attributable to any particular variable contract or plan.


15




MORE ABOUT RISK

g   INTRODUCTION

The portfolio's goal and principal strategies largely determine its risk profile. You will find a concise description of the portfolio's risk profile in "Key Points." The discussion of the portfolio contains more detailed information. This section discusses other risks that may affect the portfolio.

The portfolio may use certain investment practices that have higher risks associated with them. However, the portfolio has limitations and policies designed to reduce many of the risks. The "Certain Investment Practices" table describes these practices and the limitations on their use.

The portfolio offers its shares to (1) insurance company separate accounts that fund both variable annuity contracts and variable life insurance contracts and (2) tax-qualified pension and retirement plans including participant-directed plans which elect to make the portfolio an investment option for plan participants. Due to differences of tax treatment and other considerations, the interests of various variable annuity contract owners and plan participants participating in the portfolio may conflict. The Board of Trustees will monitor the portfolio for any material conflicts that may arise and will determine what action, if any, should be taken. If a conflict occurs, the Board may require one or more insurance company separate accounts and/or plans to withdraw its investments in the portfolio which may cause the portfolio to sell securities at disadvantageous prices and disrupt orderly portfolio management.

The Board also may refuse to sell shares of the portfolio to any variable annuity contract or plan or may suspend or terminate the offering of shares of the portfolio if such action is required by law or regulatory authority or is in the best interests of the shareholders of the portfolio.

g   TYPES OF INVESTMENT RISK

The following risks are referred to throughout this Prospectus .

PRINCIPAL RISK FACTORS

Derivatives Risk Derivatives, such as options, forwards, futures and swap agreements (see "Certain Investment Practices" table beginning on page 19), are financial contracts whose value depends on, or is derived from, the value of an underlying asset, reference rate or index. The portfolio typically uses derivatives as a substitute for taking a position in the underlying asset and/or as part of a strategy designed to reduce exposure to other risks, such as interest rate risk. The portfolio may also use derivatives for leverage. The portfolio's use of derivative instruments involves risk different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Derivatives are subject to the following risks described below – correlation risk, liquidity risk, interest-rate risk, market risk and credit risk. Also, suitable derivative transactions may not be available in all


16



circumstances and there can be no assurance that the portfolio will engage in these transactions to reduce exposure to other risks when that would be beneficial.

Leveraging Risk When the portfolio uses leverage through activities such as borrowing, entering into short sales, purchasing securities on margin or on a "when-issued" basis or purchasing derivative instruments in an effort to increase its returns, the portfolio has the risk of magnified capital losses that occur when losses affect an asset base, enlarged by borrowings or the creation of liabilities, that exceeds the net assets of the portfolio. The net asset value of the portfolio when employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the portfolio to pay interest.

Market Risk The market value of a security may fluctuate, sometimes rapidly and unpredictably. These fluctuations, which are often referred to as "volatility," may cause a security to be worth less than it was worth at an earlier time. Market risk may affect a single issuer, industry, sector of the economy, or the market as a whole. Market risk is common to most investments – including stocks and bonds, and the mutual funds that invest in them.

Model Risk The portfolio bears the risk that the proprietary quantitative models used by the portfolio manager will not be successful in identifying securities that will help the portfolio achieve its investment objectives, causing the portfolio to underperform its benchmark or other funds with a similar investment objective.

Short Sales Risk Short sales expose the portfolio to the risk that it will be required to cover its short position at a time when the securities have appreciated in value, thus resulting in a loss to the portfolio. The portfolio's loss on a short sale could theoretically be unlimited in a case where the portfolio is unable, for whatever reason, to close out its short position. Short sales also involve transaction and other costs that will reduce potential gains and increase potential portfolio losses. The use by the portfolio of short sales in combination with long positions in its portfolio in an attempt to improve performance may not be successful and may result in greater losses or lower positive returns than if the portfolio held only long positions. It is possible that the portfolio's long equity positions will decline in value at the same time that the value of the securities it has sold short increases, thereby increasing potential losses to the portfolio. In addition, the portfolio's short selling strategies may limit its ability to fully benefit from increases in the equity markets. Short selling also involves a form of financial leverage that may exaggerate any losses realized by the portfolio. Also, there is the risk that the counterparty to a short sale may fail to honor its contractual terms, causing a loss to the portfolio.

Small Companies Small companies may have less-experienced management, limited product lines,


17



unproven track records or inadequate capital reserves. Their securities may carry increased market, liquidity, information and other risks. Key information about the company may be inaccurate or unavailable.

Special-Situation Companies "Special situations" are unusual developments that affect a company's market value. Examples include mergers, acquisitions and reorganizations. Securities of special-situation companies may decline in value if the anticipated benefits of the special situation do not materialize.

OTHER RISK FACTORS

Correlation Risk The risk that changes in the value of an instrument used for hedging purposes will not match those of the investment being hedged.

Credit Risk The issuer of a security or the counterparty to a contract may default or otherwise become unable to honor a financial obligation.

Exposure Risk The risk associated with investments (such as derivatives) or practices (such as short selling) that increase the amount of money the portfolio could gain or lose on an investment.

n    Hedged Exposure risk could multiply losses generated by a derivative or practice used for hedging purposes. Such losses should be substantially offset by gains on the hedged investment. However, while hedging can reduce or eliminate losses, it can also reduce or eliminate gains.

n    Speculative To the extent that a derivative or practice is not used as a hedge, the portfolio is directly exposed to its risks. Potential losses from speculative positions in a derivative, such as writing uncovered call options, and from speculative short sales, are unlimited.

Information Risk Key information about an issuer, security or market may be inaccurate or unavailable.

Interest-rate Risk Changes in interest rates may cause a decline in the market value of an investment.

Liquidity Risk Certain portfolio securities may be difficult or impossible to sell at the time and the price that the portfolio would like. The portfolio may have to lower the price, sell other securities instead or forgo an investment opportunity. Any of these could have a negative effect on portfolio management or performance.

Regulatory Risk Governments, agencies or other regulatory bodies may adopt or change laws or regulations that could adversely affect an issuer, the market value of a security, or the portfolio's performance.

Valuation Risk The lack of an active trading market may make it difficult to obtain an accurate price for a portfolio security.


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CERTAIN INVESTMENT PRACTICES

For each of the following practices, this table shows the applicable investment limitation. Risks are indicated for each practice.

KEY TO TABLE:

n   Permitted without limitation; does not indicate actual use

20%  Bold type (e.g., 20%) represents an investment limitation as a percentage of net portfolio assets; does not indicate actual use

20%  Roman type (e.g., 20%) represents an investment limitation as a percentage of total portfolio assets; does not indicate actual use

o   Permitted, but not expected to be used to a significant extent

INVESTMENT PRACTICE   LIMIT  
Borrowing The borrowing of money from banks to meet redemptions or for other temporary
or emergency purposes. Leveraging, speculative exposure risk.
  33 1 / 3 %  
Equity and equity-related securities Common stocks and other securities representing or
related to ownership in a company. May also include warrants, rights, options, preferred
stocks and convertible debt securities. These investments may go down in value due to stock
market movements or negative company or industry events. Liquidity, market, valuation risks.
  n  
Futures and options on futures Futures contracts traded on an exchange that enable the portfolio to
hedge against or speculate on future changes in currency values, interest rates or stock
indexes. Futures obligate the portfolio (or give it the right, in the case of options) to receive
or make payment at a specific future time based on those future changes. 1 Correlation,
derivatives, hedged exposure, interest-rate, leveraging, market, speculative exposure risks. 2  
  o  
Options Instruments that provide a right to buy (call) or sell (put) a particular security, currency
or index of securities at a fixed price within a certain time period. The portfolio may purchase or
sell (write) both put and call options for hedging or speculative purposes. 1 Correlation,
credit, derivatives, hedged exposure, leveraging, liquidity, market, speculative exposure, valuation risks.
  25 %  
Real estate investment trusts (REITs) Pooled investment vehicles that invest primarily in
income-producing real estate or real estate-related loans or interests. Credit, interest rate,
liquidity, market risks.
  o  

 

1   The portfolio is not obligated to pursue any hedging strategy. In addition, hedging practices may not be available, may be too costly to be used effectively or may be unable to be used for other reasons.

2   The portfolio is limited to using 5% of net assets for amounts necessary for initial margin and premiums on futures positions considered to be speculative.


19



INVESTMENT PRACTICE   LIMIT  
Restricted and other illiquid securities Certain securities with restrictions on trading, or
those not actively traded. May include private placements. Liquidity, market, valuation risks.
  15 %  
Sector concentration Investing more than 25% of the portfolio's net assets in a
market sector. Performance will largely depend upon the sector's performance,
which may differ in direction and degree from that of the overall stock market. Financial,
economic, business, political and other developments affecting the sector will have a greater
effect on the portfolio.
  o  
Securities lending Lending portfolio securities to financial institutions; the portfolio receives cash,
U.S. government securities or bank letters of credit as collateral. Credit, liquidity, market risks.
  33 1 / 3 %  
Short positions Selling borrowed securities with the intention of repurchasing them for a profit
on the expectation that the market price will drop. If the portfolio were to take short positions
in stocks that increase in value, then the portfolio would have to repurchase the securities at
that higher price and it would be likely to underperform similar mutual funds that do not take
short positions. Leveraging, liquidity, market, short sales, speculative exposure risks.
  30 %  
Short sales "against the box" A short sale when the portfolio owns enough shares of the
security involved to cover the borrowed securities, if necessary. Liquidity, market, short sales,
speculative exposure risks.
  10 %  
Short-term trading Selling a security shortly after purchase. A fund engaging in short-term
trading will have higher turnover and transaction expenses. Increased short-term capital gains
distributions could raise shareholders' income tax liability.
  o  
Small companies Companies with small relative market capitalizations, including those with
continuous operations of less than three years. Information, liquidity, market, valuation risks.
  n  

 


20



INVESTMENT PRACTICE   LIMIT  
Special-situation companies Companies experiencing unusual developments affecting their
market values. Special situations may include acquisition, consolidation, reorganization,
recapitalization, merger, liquidation, special distribution, tender or exchange offer, or potentially
favorable litigation. Securities of a special-situation company could decline in value and hurt
the portfolio's performance if the anticipated benefits of the special situation do not materialize.
Information, market risks.
  n  
Structured instruments Swaps, structured securities and other instruments that allow the
portfolio to gain access to the performance of a benchmark asset (such as an index or selected
stocks) where the portfolio's direct investment is restricted. Credit, derivatives, information,
interest-rate, leveraging, liquidity, market, speculative exposure, valuation risks.
  o  
Swaps A contract between the portfolio and another party in which the parties agree to exchange
streams of payments based on certain benchmarks, such as market indices or currency or
interest rates. For example, the portfolio may use swaps to gain access to the performance of a
benchmark asset (such as an index or one or more stock) where the portfolio's direct investment
is restricted. Credit, derivatives, information, interest-rate, leveraging, liquidity, market,
speculative exposure, valuation risks.
  n  
Temporary defensive tactics Placing some or all of the portfolio's assets in investments such
as money-market obligations and investment-grade debt securities for defensive purposes.
Although intended to avoid losses in adverse market, economic, political or other conditions,
defensive tactics might be inconsistent with the portfolio's principal investment strategies and
might prevent the portfolio from achieving its goal.
  o  
Warrants Options issued by a company granting the holder the right to buy certain securities,
generally common stock, at a specified price and usually for a limited time. Liquidity, market,
speculative exposure risks.
  10 %  
When-issued securities and forward commitments The purchase or sale of securities for
delivery at a future date; market value may change before delivery. Liquidity, market,
speculative exposure risks.
  20 %  

 


21



MEET THE MANAGER

Jordan Low is responsible for the day-to-day portfolio management of the portfolio. Mr. Low is supported by a team of investment professionals from the Credit Suisse Quantitative Equities Group.

Jordan Low, Director, is global head of research and portfolio management for quantitative equity products. Mr. Low has been the portfolio's portfolio manager since February 2008. He joined Credit Suisse in February 2008. Mr. Low joined Credit Suisse Group in 2005 and was the US Head of Statistical Trading within the global proprietary trading business of the Investment Bank. Prior to joining Credit Suisse, Mr. Low worked for Deutsche Bank from 2002 to 2005 and for Morgan Stanley from 2001 to 2002 focusing on statistical arbitrage, fundamental and microstructure strategies as well as volatility arbitrage. Mr. Low holds B.S. in Computer Science, Management (Finance), Economics and Mathematics, and Master of Engineering in Computer Science, all from Massachusetts Institute of Technology. Mr. Low is a CFA charter holder and a member of the New York Society of Security Analysts as well as the Society of Quantitative Analysts.

The Statement of Additional Information (SAI) provides additional information about the portfolio manager's compensation, other accounts managed by the portfolio manager and the portfolio manager's ownership of securities in the portfolio.

Job titles indicate position with the investment adviser.


22




MORE ABOUT YOUR PORTFOLIO

g   SHARE VALUATION

The net asset value (NAV) of the portfolio is determined at the close of regular trading on the New York Stock Exchange (NYSE) (usually 4 p.m. Eastern Time) each day the NYSE is open for business. It is calculated by dividing the portfolio's total assets, less its liabilities, by the number of shares outstanding.

The portfolio's equity investments are valued at market value, which is generally determined using the closing price on the exchange or market on which the security is primarily traded at the time of valuation (the "Valuation Time"). If no sales are reported, equity investments are generally valued at the most recent bid quotation as of the Valuation Time or at the lowest asked quotation in the case of a short sale of securities. Debt securities with a remaining maturity greater than 60 days are valued in accordance with the price supplied by a pricing service, which may use a matrix, formula or other objective method that takes into consideration market indices, yield curves and other specific adjustments. Debt obligations that will mature in 60 days or less are valued on the basis of amortized cost, which approximates market value, unless it is determined that this method would not represent fair value. Investments in mutual funds are valued at the mutual fund's closing NAV per share on the day of valuation. Securities and other assets for which market quotations are not readily available, or whose values have been materially affected by events occurring before the portfolio's Valuation Time but after the close of the securities' primary markets, are valued at fair value as determined in good faith by, or under the direction of, the Board of Trustees under procedures established by the Board of Trustees. The portfolio may utilize a service provided by an independent third party which has been approved by the Board of Trustees to fair value certain securities.

The portfolio may also use fair value procedures if Credit Suisse determines that a significant event has occurred between the time at which a market price is determined and the time at which the portfolio's net asset value is calculated. In particular, the value of foreign securities may be materially affected by events occurring after the close of the market on which they are valued, but before the portfolio prices its shares. The portfolio uses a fair value model developed by an independent third party pricing service to price foreign equity securities on days when there is a certain percentage change in the value of a domestic equity security index, as such percentage may be determined by Credit Suisse from time to time.

The portfolio's fair valuation policies are designed to reduce dilution and other adverse effects on long-term shareholders of trading practices that seek to take advantage of "stale" or otherwise inaccurate prices. When fair value pricing is employed, the prices of securities used by the portfolio to calculate its NAV may differ from quoted or published prices for the same


23



securities. Valuing securities at fair value involves greater reliance on judgment than valuation of securities based on readily available market quotations. A portfolio that uses fair value to price securities may value those securities higher or lower than another fund using market quotations or its own fair value procedures to price the same securities. There can be no assurance that the portfolio could obtain the fair value assigned to a security if it were to sell the security at approximately the time at which the portfolio determines its NAV.

Some portfolio securities may be listed on foreign exchanges that are open on days (such as U.S. holidays) when the portfolio does not compute its prices. This could cause the value of the portfolio's investments to be affected by trading on days when you cannot buy or sell shares.

g   DISTRIBUTIONS

As a portfolio investor, you will receive distributions.

The portfolio earns dividends from stocks and interest from bond, money market and other investments. These are passed along as dividend distributions. The portfolio realizes capital gains whenever it sells securities for a higher price than it paid for them. These are passed along as capital gain distributions.

The portfolio typically distributes dividends and capital gains annually. The portfolio may make additional distributions at other times if necessary to avoid a federal tax. Unless otherwise specified, distributions will be reinvested automatically in additional shares of the portfolio.

Estimated year-end distribution information, including record and payment dates, generally will be available late in the year at www.credit-suisse.com/us or by calling 800-222-8977.

g   TAXES

The portfolio intends to comply with the diversification and investor control requirements currently imposed by the Internal Revenue Code of 1986, as amended (the "Code") on separate accounts of insurance companies as a condition of maintaining the tax-deferred status of variable contracts. The portfolio furthermore intends to qualify and be taxed each year as a "regulated investment company" under Subchapter M of the Code. In order to qualify to be taxed as a regulated investment company, the portfolio must meet certain income and asset diversification tests and distribution and investor control requirements. As a regulated investment company meeting these requirements, the portfolio will not be subject to federal income tax on its taxable net investment income and net capital gains that it distributes to its shareholders.

Shares of the portfolio may be purchased only through variable contracts and pension and retirement plans. Under current tax law, distributions that are left to accumulate in a variable annuity or life insurance contract are not subject to federal income tax until they are withdrawn from the contract. Distributions made by


24



the portfolio to an insurance company separate account, and exchanges and redemptions of portfolio shares made by a separate account, ordinarily do not cause the corresponding contract holder to recognize income or gain for federal income tax purposes. For a discussion of the tax status of a variable contract or pension or retirement plan, refer to the prospectus of the sponsoring participating insurance company separate account or plan documents or other informational materials supplied by plan sponsors.

In order to comply with the diversification requirements applicable to "segregated asset accounts" under the Code, the portfolio intends to structure its portfolio in a manner that complies with those requirements. The applicable Treasury regulations generally provide that, as of the end of each calendar quarter or within 30 days thereafter, no more than 55% of the total assets of an account may be represented by any one investment, no more than 70% by any two investments, no more than 80% by any three investments, and no more than 90% by any four investments. For this purpose all securities of the same issuer are considered a single investment, but in the case of government securities, each government agency or instrumentality is considered to be a separate issuer. So long as the portfolio qualifies as a "regulated investment company," each segregated asset account investing in the portfolio will be entitled to "look through" to the portfolio's assets in order to satisfy the diversification requirements. An alternative asset diversification test may be satisfied under certain circumstances. As noted above, the portfolio may sell its shares directly to separate accounts established and maintained by insurance companies for the purpose of funding variable annuity and variable life insurance contracts and to certain qualified pension and retirement plans; if the portfolio were to sell its shares to other categories of shareholders, the portfolio may fail to comply with applicable United States Treasury Department requirements regarding investor control. If the portfolio should fail to comply with the diversification or investor control requirements or fail to qualify as a regulated investment company under the Code, contracts invested in the portfolio would not be treated as annuity, endowment or life insurance contracts under the Code, and all income and gain earned inside the contracts would be taxed currently to the policyholders and would remain subject to taxation as ordinary income thereafter, even if the portfolio were to become adequately diversified.

Because each contract holder's situation is unique, ask your tax professional about the tax consequences of your investment.

g   STATEMENTS AND REPORTS

The portfolio produces financial reports, which include a list of the portfolio's holdings, semiannually and updates its Prospectus annually. The portfolio generally does not hold shareholder meetings. To reduce


25



expenses by eliminating duplicate mailings to the same address, the portfolio may choose to mail only one report, Prospectus or proxy statement to your household, even if more than one person in the household has an account with the portfolio. If you would like to receive additional reports, Prospectuses or proxy statements, please call 800-222-8977.

The portfolio discloses its portfolio holdings and certain of the portfolio's statistical characteristics, such as industry diversification, as of the end of each calendar month on its website, www.credit-suisse.com/us. This information is posted on the portfolio's website after the end of each month and generally remains available until the portfolio holdings and other information as of the end of the next calendar month are posted on the website. A description of the portfolio's policies and procedures with respect to disclosure of its portfolio securities is available in the portfolio's SAI .


26



BUYING AND SELLING SHARES

You may not buy or sell shares of the portfolio directly; you may only buy or sell shares through variable annuity contracts and variable life insurance contracts offered by separate accounts of certain insurance companies or through tax-qualified pension and retirement plans. The portfolio may not be available in connection with a particular contract or plan.

An insurance company's separate accounts buy and sell shares of the portfolio at NAV, without any sales or other charges. Each insurance company receives orders from its contract holders to buy or sell shares of the portfolio on any business day that the portfolio calculates its NAV. If the order is received by the insurance company prior to the close of regular trading on the NYSE, the order will be executed at that day's NAV.

Plan participants may buy shares of the portfolio through their plan by directing the plan trustee to buy shares for their account in a manner similar to that described above for variable annuity and variable life insurance contracts. You should contact your plan sponsor concerning the appropriate procedure for investing in the portfolio.

The portfolio reserves the right to:

n   change or discontinue its exchange privilege after 60 days' notice to current investors, or temporarily suspend this privilege during unusual market conditions

n   charge a wire redemption fee

n   make a "redemption in kind" – payment in portfolio securities rather than cash – for certain large redemption amounts that could hurt portfolio operations

n   suspend redemptions or postpone payment dates as permitted by law (such as during periods other than weekends or holidays when the NYSE is closed or trading on the NYSE is restricted, or any other time that the SEC permits)

n   stop offering the portfolio's shares for a period of time (such as when management believes that a substantial increase in assets could adversely affect it)

g   FREQUENT PURCHASES AND
g   SALES OF PORTFOLIO SHARES

Frequent purchases and redemptions of portfolio shares present risks to the contract owners or plan participants who hold shares of the portfolio through their annuity contracts or pension plans over the long term. These risks include the potential for dilution in the value of portfolio shares; interference with the efficient management of the portfolio, such as the need to keep a larger portion of the portfolio invested in cash or short-term securities, or to sell securities, rather than maintaining full investment in securities selected to achieve the portfolio's investment objective; losses on the sale of investments resulting from the need to sell securities at less favorable prices; and increased brokerage and administrative costs. These risks may be greater for portfolios investing in securities that are believed to be more susceptible to pricing discrepancies,


27



such as foreign securities, high yield debt securities and small capitalization securities, as certain investors may seek to make short-term trades as part of strategies aimed at taking advantage of "stale" or otherwise inaccurate prices for portfolio holdings (e.g., "time zone arbitrage").

The portfolio will take steps to detect and eliminate excessive trading in portfolio shares, pursuant to the portfolio's policies as described in this Prospectus and approved by the Board of Trustees. The portfolio defines excessive trading or "market timing" as two round trips (purchase and redemption of comparable assets) by an investor within 60 days. A contract owner or plan participant that is determined to be engaged in market timing will be restricted from making future purchases or exchange purchases in any of the Credit Suisse Funds. The portfolio's distributor enters into agreements with intermediaries such as insurance company separate accounts and tax-qualified pension and retirement plans that require such intermediaries to provide certain information to help detect frequent trading activity by their contract holders or plan participants and to eliminate frequent trading by these contract holders and plan participants.

The portfolio reserves the right to reject a purchase or exchange purchase order for any reason with or without prior notice to the insurance contract or plan. In particular, the portfolio reserves the right to reject a purchase or an exchange purchase order from any insurance contract or plan that in its opinion has not taken effective steps to detect and prevent frequent purchases and sales of portfolio shares.

The portfolio has also adopted fair valuation policies to protect the portfolio from "time zone arbitrage" with respect to foreign securities holdings and other trading practices that seek to take advantage of "stale" or otherwise inaccurate prices. See "More About Your Portfolio – Share Valuation."

There can be no assurance that these policies and procedures will be effective in limiting excessive trading in all cases. Also, contract holders and plan participants who invest in the portfolio through insurance company separate accounts and plans may be subject to the policies and procedures of their insurance companies and plans with respect to excessive trading of portfolio shares, which may define market timing differently than the portfolio does and have different consequences associated with it.

The portfolio's policies and procedures may be modified or terminated at any time upon notice of material changes to shareholders and prospective investors.


28



OTHER INFORMATION

g   ABOUT THE DISTRIBUTOR

Credit Suisse Asset Management Securities, Inc. (CSAMSI), an affiliate of Credit Suisse Asset Management, LLC, serves as distributor of the portfolio's shares. CSAMSI or its affiliates (including Credit Suisse Asset Management, LLC) may make payments out of their own resources to firms offering shares of the portfolio for providing administration, subaccounting, transfer agency and/or other services. CSAMSI or its affiliates may also make payments out of past profits and other available sources for marketing, promotional or related expenses. Such payments may be made to insurance companies and other entities offering shares of the portfolio and/or providing services with respect to such shares. The amount of these payments is determined by CSAMSI or its affiliates and may be substantial. For further information on the distributor's payments for distribution and shareholder servicing, see "Management of the Trust – Distribution and Shareholder Servicing" in the SAI .


29



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30



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31




FOR MORE INFORMATION

This Prospectus is intended for use in connection with certain insurance products and pension and retirement plans. Please refer to the prospectus of the sponsoring participating insurance company separate account or to the plan documents or other informational materials supplied by plan sponsors for information regarding distributions and instructions on purchasing or selling a variable contract and on how to select a portfolio as an investment option for a variable contract or plan. More information about the portfolio is available free upon request, including the following:

g   ANNUAL/SEMIANNUAL
g   REPORTS TO SHAREHOLDERS

Includes financial statements, portfolio investments and detailed performance information.

The Annual Report also contains a letter from the portfolio manager discussing market conditions and investment strategies that significantly affected portfolio performance during its past fiscal year.

g   OTHER INFORMATION

A current SAI , which provides more details about the portfolio, is on file with the SEC and is incorporated by reference.

You may visit the EDGAR Database on the SEC's Internet Web site (www.sec.gov) to view the SAI , Annual and Semiannual Reports , material incorporated by reference and other information. You can also obtain copies by visiting the SEC's Public Reference Room in Washington, DC (phone 202-551-8090) or by sending your request and a duplicating fee to the SEC's Public Reference Section, Washington, DC 20549-0102 or electronically at publicinfo@sec.gov.

Please contact the Credit Suisse Funds to obtain, without charge, the SAI, Annual and Semiannual Reports and other information, and to make shareholder inquiries:

BY TELEPHONE:

800-222-8977

BY FACSIMILE:

888-606-8252

BY MAIL:

Credit Suisse Trust

P.O. Box 55030

Boston, MA 02205-5030

BY OVERNIGHT OR COURIER SERVICE:

Boston Financial Data Services, Inc.

Attn: Credit Suisse Trust

30 Dan Road

Canton, MA 02021-2809

ON THE INTERNET:

www.credit-suisse.com/us

The portfolio's SAI and Annual and Semiannual Reports are available on Credit Suisse's website, www.credit-suisse.com/us.

SEC file number:

Credit Suisse Trust  811-07261

P.O. BOX 55030, BOSTON, MA 02205-5030

800-222-8977 n WWW.CREDIT-SUISSE.COM/US

CREDIT SUISSE ASSET MANAGEMENT SECURITIES, INC., DISTRIBUTOR.  TRSCC-PRO-0509




CREDIT SUISSE FUNDS

Prospectus

May 1, 2009

CREDIT SUISSE TRUST

n   U.S. EQUITY FLEX II PORTFOLIO

Credit Suisse Trust shares are not available directly to individual investors, but may be offered only through certain insurance products and pension and retirement plans.

As with all mutual funds, the Securities and Exchange Commission (SEC) has not approved these securities, nor has it passed upon the adequacy or accuracy of this Prospectus . It is a criminal offense to state otherwise.

The Trust is advised by Credit Suisse Asset Management, LLC.




C ONTENTS

K EY P OINTS     4    
Goal and Principal Strategies     4    
A Word About Risk     5    
Investor Profile     6    
PERFORMANCE SUMMARY     7    
Year-by-Year Total Returns     7    
Average Annual Total Returns     8    
INVESTOR EXPENSES     9    
Fees and Portfolio Expenses     9    
Example     10    
THE PORTFOLIO IN DETAIL     11    
The Management Firm     11    
Portfolio Information Key     11    
Goal and Strategies     12    
Portfolio Investments     14    
Risk Factors     14    
Portfolio Management     15    
Financial Highlights     16    
MORE ABOUT RISK     17    
Introduction     17    
Types of Investment Risk     17    
Certain Investment Practices     20    
MEET THE MANAGER     23    
MORE ABOUT YOUR PORTFOLIO     24    
Share Valuation     24    
Distributions     25    
Taxes     25    
Statements and Reports     27    
BUYING AND SELLING SHARES     28    
OTHER INFORMATION     30    
About the Distributor     30    
FOR MORE INFORMATION     back cover    

 


3



KEY POINTS

GOAL AND PRINCIPAL STRATEGIES

GOAL   PRINCIPAL STRATEGIES   PRINCIPAL RISK FACTORS  
Capital growth   n Invests, under normal market conditions, at least 80% of its net assets, plus any borrowings for investment purposes, in equity securities of U.S. companies.
n Seeks to outperform the Russell 3000 ® Index, which is designed to measure the performance of the largest 3000 U.S. companies representing approximately 98% of the investable U.S. equity market
n Generally will (i) purchase securities, either directly or through derivatives, in an amount up to approximately 130% of its net assets and (ii) sell securities short (which means, sell borrowed securities with the intention of repurchasing them for a profit on the expectation that the market price will drop), either directly or through derivatives, in an amount up to approximately 30% of its net assets
n Uses proprietary quantitative models designed to:
n forecast the expected relative return of stocks by analyzing a number of fundamental factors, including a company's relative valuation, use of capital, management's approach to financial reporting, profitability, realized and expected growth potential and level and trend of earnings and share price
n identify stocks that are likely to suffer declines in price if market conditions deteriorate and either limit the portfolio's overall long exposure or increase the portfolio's overall short exposure to such low quality stocks and
n help determine the portfolio's relative exposure to different industry sectors by analyzing sector performance under different market scenarios
n Maintains investment attributes that are similar to those of the basket of securities included in the Russell 3000 ® Index and intends to limit its divergence from the that index in terms of market, industry and sector exposures
n May invest in equity securities without regard to market capitalization
  n Derivatives risk
n Leveraging risk
n Market risk
n Model risk
n Short sales risk
n Small companies
n Special-situation companies
 

 


4



g   A WORD ABOUT RISK

All investments involve some level of risk. Simply defined, risk is the possibility that you will lose money or not make money.

Principal risk factors for the portfolio are discussed below. Before you invest, please make sure you understand the risks that apply to the portfolio. As with any mutual fund, you could lose money over any period of time.

Investments in the portfolio are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

DERIVATIVES RISK

Derivatives, such as options, forwards, futures and swap agreements, (see "Certain Investment Practices" table beginning on page 20), are financial contracts whose value depends on, or is derived from, the value of an underlying asset, reference rate or index. The portfolio typically uses derivatives as a substitute for taking a position in the underlying asset and/or as part of a strategy designed to reduce exposure to other risks, such as interest rate risk. The portfolio may also use derivatives for leverage. The portfolio's use of derivative instruments involves risk different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Derivatives are subject to the following risks described below—correlation risk, liquidity risk, interest-rate risk, market risk and credit risk. Also, suitable derivative transactions may not be available in all circumstances and there can be no assurance that the portfolio will engage in these transactions to reduce exposure to other risks when that would be beneficial.

LEVERAGING RISK

When the portfolio uses leverage through activities such as borrowing, entering into short sales, purchasing securities on margin or on a "when-issued" basis or purchasing derivative instruments in an effort to increase its returns, the portfolio has the risk of magnified capital losses that occur when losses affect an asset base, enlarged by borrowings or the creation of liabilities, that exceeds the net assets of the portfolio. The net asset value of the portfolio when employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the portfolio to pay interest.

MARKET RISK

The market value of a security may fluctuate, sometimes rapidly and unpredictably. These fluctuations, which are often referred to as "volatility," may cause a security to be worth less than it was worth at an earlier time. Market risk may affect a single issuer, industry, sector of the economy, or the market as a whole. Market risk is common to most investments—including stocks and bonds and the mutual funds that invest in them.

MODEL RISK

The portfolio bears the risk that the proprietary quantitative models used by the portfolio manager will not be successful in identifying securities that


5



will help the portfolio achieve its investment objectives, causing the portfolio to underperform its benchmark or other funds with a similar investment objective.

SHORT SALES RISK

Short sales expose the portfolio to the risk that it will be required to cover its short position at a time when the securities have appreciated in value, thus resulting in a loss to the portfolio. The portfolio's loss on a short sale could theoretically be unlimited in a case where the portfolio is unable, for whatever reason, to close out its short position. Short sales also involve transaction and other costs that will reduce potential gains and increase potential portfolio losses. The use by the portfolio of short sales in combination with long positions in its portfolio in an attempt to improve performance may not be successful and may result in greater losses or lower positive returns than if the portfolio held only long positions. It is possible that the portfolio's long equity positions will decline in value at the same time that the value of the securities it has sold short increases, thereby increasing potential losses to the portfolio. In addition, the portfolio's short selling strategies may limit its ability to fully benefit from increases in the equity markets. Short selling also involves a form of financial leverage that may exaggerate any losses realized by the portfolio. Also, there is the risk that the counterparty to a short sale may fail to honor its contractual terms, causing a loss to the portfolio.

SMALL COMPANIES

Small companies may have less-experienced management, limited product lines, unproven track records or inadequate capital reserves. Their securities may carry increased market, liquidity, information and other risks. Key information about the company may be inaccurate or unavailable.

SPECIAL-SITUATION COMPANIES

"Special situations" are unusual developments that affect a company's market value. Examples include mergers, acquisitions and reorganizations. Securities of special-situation companies may decline in value if the anticipated benefits of the special situation do not materialize.

g   INVESTOR PROFILE

This portfolio is designed for investors who:

n   are investing for long-term goals

n   are willing to assume the risk of losing money in exchange for attractive potential long-term returns

n   are investing for capital growth

n   want to diversify their investments with stock funds

It may NOT be appropriate if you:

n   are investing for a shorter time horizon

n   are uncomfortable with an investment that will fluctuate in value

n   are looking for income

You should base your investment decision on your own goals, risk preferences and time horizon.


6



PERFORMANCE SUMMARY

The bar chart below and the table on the next page provide an indication of the risks of investing in the portfolio. The bar chart shows you how the portfolio's performance has varied from year to year for up to 10 years. The table compares the portfolio's performance over time to that of a broad-based securities market index. The bar chart and table do not reflect additional charges and expenses which are, or may be, imposed under the variable contracts or plans; such charges and expenses are described in the prospectus of the insurance company separate account or in the plan documents or other informational materials supplied by plan sponsors. Inclusion of these charges and expenses would reduce the total return for the periods shown. As with all mutual funds, past performance is not a prediction of future performance.

  *  The portfolio adopted investment strategies that became effective on December 1, 2006 so that its holdings are selected using quantitative stock selection models rather than a more traditional fundamental analysis approach. Effective May 1, 2009, the portfolio adopted new investment strategies through which it invests primarily in U.S. equity securities using a "flexible 130/30 strategy" in an attempt to outperform the Russell 3000 ® Index. Investors should be aware that performance information prior to December 1, 2006 does not reflect the investment strategies used between December 1, 2006 and May 1, 2009, and that performance information shown above does not reflect the current investment strategies of the portfolio. Prior to May 1, 2009, the portfolio was known as "Large Cap Value Portfolio."


7



AVERAGE ANNUAL TOTAL RETURNS 1

PERIOD ENDED 12/31/08:   ONE YEAR
2008
  FIVE YEARS
2004-2008
  TEN YEARS
1999-2008
  INCEPTION
DATE
 
U.S. EQUITY FLEX II
PORTFOLIO
    -36.19 %     -1.37 %     0.48 %     10/31/97    
RUSSELL 1000 ® VALUE INDEX 2
(REFLECTS NO DEDUCTIONS
FOR FEES AND EXPENSES)
    -36.85 %     -0.79 %     1.36 %          

 

  1   Performance information shown above does not reflect the current investment strategies of the portfolio. Effective May 1, 2009, the Russell 3000 ® Index replaced the Russell 1000 ® Value Index as the benchmark-index for the portfolio.

   2   The Russell 1000 ® Value Index measures the performance of those companies in the Russell 1000 ® Index with lower price-to-book ratios and lower forecasted growth values. It is an unmanaged index of common stocks that includes reinvestment of dividends and is compiled by Frank Russell Company. Investors cannot invest directly in an index.

UNDERSTANDING PERFORMANCE

   n    Total return tells you how much an investment in the portfolio has changed in value over a given time period. It assumes that all dividends and capital gains (if any) were reinvested in additional shares. The change in value can be stated either as a cumulative return or as an average annual rate of return .

   n   A cumulative total return is the actual return of an investment for a specified period. The year-by-year total returns in the bar chart are examples of one-year cumulative total returns.

   n   An average annual total return applies to periods longer than one year. It smoothes out the variations in year-by-year performance to tell you what constant annual return would have produced the investment's actual cumulative return. This gives you an idea of an investment's annual contribution to your portfolio, assuming you held it for the entire period.

   n   Because of compounding, the average annual total returns in the table cannot be computed by averaging the returns in the bar chart.


8



INVESTOR EXPENSES

FEES AND PORTFOLIO EXPENSES

This table describes the fees and expenses you may pay as a shareholder. Annual portfolio operating expenses are estimated for the fiscal year ending December 31, 2009. The table below and the example on the following page do not reflect additional charges and expenses which are, or may be, imposed under the variable contracts or plans; such charges and expenses are described in the prospectus of the insurance company separate account or in the plan documents or other informational materials supplied by plan sponsors. If such charges and expenses were reflected in the table and example, the expenses shown below would have been higher. The portfolio's expenses should be considered with these charges and expenses in evaluating the overall cost of investing in the separate account.

Shareholder fees
(paid directly from your investment)
 
Sales charge (load) on purchases     N/A    
Deferred sales charge (load)     N/A    
Sales charge (load) on reinvested distributions     N/A    
Redemption fees     N/A    
Exchange fees     N/A    
Annual portfolio operating expenses
(deducted from portfolio assets)
 
Management fee     0.50 %  
Distribution and service (12b-1) fee     NONE    
Other expenses  
Dividends on short sales 1       0.70 %  
All other expenses     0.66 %  
Total annual portfolio operating expenses 2       1.86 %  

 

   1   Dividends on short sales are dividends paid to lenders on borrowed securities. These expenses relating to dividends on short sales will vary depending on whether the securities the portfolio sells short pay dividends and on the size of such dividends.

   2   Credit Suisse Asset Management, LLC has voluntarily agreed to waive a portion of its fees payable by the portfolio. Expected fees and expenses for the fiscal year ending December 31, 2009 (after waivers and expense reimbursements or credits) are shown below. Fee waivers and expense reimbursements are voluntary and may be discontinued at any time. Credit Suisse Asset Management, LLC will not reimburse the portfolio for any expenses relating to dividends on short sales.

EXPENSES AFTER WAIVERS,
REIMBURSEMENTS AND CREDITS
 
Management fee     0.34 %  
Distribution and service (12b-1) fee     NONE    
Other expenses  
Dividends on short sales     0.70 %  
All other expenses     0.66 %  
Net annual portfolio operating expenses     1.70 %  

 


9



EXAMPLE

This example may help you compare the cost of investing in the portfolio with the cost of investing in other mutual funds. Because it uses hypothetical conditions, your actual costs may be higher or lower.

Assume you invest $10,000, the portfolio returns 5% annually, expense ratios remain as listed in the table on the previous page, and you close your account at the end of each of the time periods shown. Based on these assumptions, your cost would be:

ONE
YEAR
  THREE
YEARS
  FIVE
YEARS
  TEN
YEARS
 
$ 189     $ 585     $ 1,006     $ 2,180    

 


10



THE PORTFOLIO IN DETAIL

g   THE MANAGEMENT FIRM

CREDIT SUISSE ASSET
MANAGEMENT, LLC

Eleven Madison Avenue
New York, NY 10010

n   Investment adviser for the portfolio

n   Responsible for managing the portfolio's assets according to its goal and strategies

n   Is part of the asset management business of Credit Suisse, one of the world's leading banks

n   Credit Suisse provides its clients with investment banking, private banking and asset management services worldwide. The asset management business of Credit Suisse is comprised of a number of legal entities around the world that are subject to distinct regulatory requirements

For easier reading, Credit Suisse Asset Management, LLC will be referred to as "Credit Suisse" or "we" throughout this Prospectus .

Credit Suisse's contractual fee for advisory services to the portfolio is 0.50%. For the 2008 fiscal year, the portfolio paid Credit Suisse 0.50% of its average net assets for advisory services.

A discussion regarding the basis for the Board of Trustees' approval of the investment advisory contract of the portfolio is available in the portfolio's Annual Report to shareholders for the period ended December 31, 2008.

g   PORTFOLIO INFORMATION KEY

A concise description of the portfolio follows. The description provides the following information:

GOAL AND STRATEGIES

The portfolio's particular investment goal and the strategies it intends to use in pursuing that goal. Percentages of portfolio assets are based on total assets unless indicated otherwise.

PORTFOLIO INVESTMENTS

The principal types of securities in which the portfolio invests. Secondary investments are described in "More About Risk."

RISK FACTORS

The principal risk factors associated with the portfolio. Additional risk factors are included in "More About Risk."

PORTFOLIO MANAGEMENT

The individual designated by the investment adviser to handle the portfolio's day-to-day management.

FINANCIAL HIGHLIGHTS

A table showing the portfolio's audited financial performance for up to five years. Certain information in the table reflects financial results for a single portfolio share.


11



n    Total return How much you would have earned or lost on an investment in the portfolio, assuming you had reinvested all dividend and capital-gain distributions.

n    Portfolio turnover An indication of trading frequency. The portfolio may sell securities without regard to the length of time they have been held. A high turnover rate may increase the portfolio's transaction costs and negatively affect its performance.

The Annual Report includes the independent registered public accounting firm's report, along with the portfolio's financial statements. It is available free upon request through the methods described on the back cover of this Prospectus .

g   GOAL AND STRATEGIES

The portfolio seeks capital growth. To pursue this goal, it invests, under normal market conditions, at least 80% of its net assets, plus any borrowings for investment purposes, in equity securities of U.S. companies. The portfolio will consist of the securities of companies included within the Russell 3000 ® Index (the "Benchmark"), as well as other companies that the portfolio manager deems to have similar characteristics to the companies included in the Benchmark. The Benchmark is designed to measure the performance of the largest 3000 U.S. companies, representing approximately 98% of the investable U.S. equity market. As of March 31, 2009, the Benchmark had a market capitalization range of approximately $2 million to $338.866 billion.

The portfolio generally will (i) purchase securities (i.e., hold long positions), either directly or through derivatives, in an amount up to approximately 130% of its net assets and (ii) sell securities short (i.e., hold short positions), either directly or through derivatives, in an amount up to approximately 30% of its net assets. (Selling securities short means selling borrowed securities with the intention of repurchasing them for a profit on the expectation that the market price will drop.) The portfolio intends to maintain an approximate net 100% long exposure to the equity market (i.e., long market value minus short market value). The long and short positions held by the portfolio may vary over time depending on the relative performance of the portfolio's securities selections and the availability of attractive investment opportunities.

The term "flex" in the portfolio's name refers to the ability of the portfolio to vary from 100% to 130% its long positions and to vary from 0% to 30% its short positions, based on market conditions. While the portfolio intends to utilize short exposure, under certain conditions, it may be entirely long. In a traditional fund that does not permit short sales of securities, the fund's adviser can at most assign a zero weighting to securities that the adviser expects to underperform. With respect to the portfolio, however, the portfolio


12



manager may actually sell securities short that it views as likely to decline in value or underperform. Additionally, the ability of the portfolio to sell securities short generally enables the portfolio to invest in additional securities as long positions while normally keeping the overall net exposure to the market the same as a traditional long-only strategy.

The portfolio intends to maintain an approximate net 100% long exposure to the equity market (i.e., long market value minus short market value). The long and short positions held by the portfolio may vary over time depending on the relative performance of the portfolio's securities selections and the availability of attractive investment opportunities. In times of unusual or adverse market, economic or political conditions, the portfolio's long positions may be closer to 100% and/or its short positions may be closer to 0% of its net assets.

The portfolio follows quantitative portfolio management techniques rather than a traditional fundamental equity research approach. The portfolio manager selects securities for the portfolio using proprietary quantitative models, which are designed to:

n   forecast the expected relative return of stocks by analyzing a number of fundamental factors, including a company's relative valuation, use of capital, management's approach to financial reporting, profitability, realized and expected growth potential and level and trend of earnings and share price

n   identify stocks that are likely to suffer declines in price if market conditions deteriorate and either limit the portfolio's overall long exposure or increase the portfolio's overall short exposure to such low quality stocks and

n   help determine the portfolio's relative exposure to different industry sectors by analyzing sector performance under different market scenarios

The portfolio manager applies these models to companies that are represented in the Benchmark, as well as other companies that it deems to have similar characteristics to the companies included in the Benchmark. The portfolio normally will be managed by both overweighting and underweighting certain securities and selling short certain securities relative to the Benchmark, using the proprietary quantitative models discussed above and based on the expected return and the risks associated with individual securities considered relative to the portfolio as a whole, among other characteristics. In general, the portfolio will seek to maintain investment attributes that are similar to those of the basket of securities included in the Benchmark, and intends to limit its divergence from the Benchmark in terms of market, industry and sector exposures. The portfolio may invest in equity securities without regard to market capitalization.

The portfolio manager generally holds a long or short position until the quantitative stock selection models


13



described above indicate that such position be reduced or eliminated, although the portfolio manager is not required to reduce or eliminate the position under those circumstances. The portfolio manager may also reduce or eliminate a position in a security for a variety of reasons, such as to realize profits or take advantage of better investment opportunities.

Some companies may cease to be represented in the Benchmark after the portfolio has purchased their securities. The portfolio is not required to sell securities solely because the issuers are no longer represented in the Benchmark, and may continue to hold such securities.

The portfolio's 80% investment policy may be changed by the Board of Trustees on 60 days' notice to shareholders. The portfolio's investment objective may be changed without shareholder approval.

g   PORTFOLIO INVESTMENTS

The portfolio's equity holdings may include:

n   common stocks

n   preferred stocks

n   securities convertible into common stocks

n   securities whose values are based on common stocks, such as rights and warrants

The portfolio invests primarily in U.S. equity securities, including both listed and unlisted securities, but may also invest in non-U.S. securities and restricted securities or other instruments with no ready market (see "Certain Investment Practices" table beginning on page 20). The portfolio may also engage in other investment practices, such as investing or using options, forwards, futures, swaps and other types of derivative instruments in seeking to achieve its investment objective or for hedging purposes.

g   RISK FACTORS

The portfolio's principal risk factors are:

n   derivatives risk

n   leveraging risk

n   market risk

n   model risk

n   short sales risk

n   small companies

n   special-situation companies

The portfolio's use of derivative instruments involves risk different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments.

When the portfolio uses leverage, the portfolio has the risk of magnified capital losses that occur when losses affect an asset base, enlarged by borrowings or the creation of liabilities, that exceeds the net assets of the portfolio. The net asset value of the portfolio when employing leverage will be more volatile and sensitive to market movements.


14



The value of your investment generally will fluctuate in response to stock-market movements.

The portfolio bears the risk that the proprietary quantitative models used by the portfolio manager will not be successful in identifying securities that will help the portfolio achieve its objectives, causing the portfolio to underperform its benchmark or other funds with a similar investment objective.

Short sales expose the portfolio to the risk that it will be required to cover its short position at a time when the securities have appreciated in value, thus resulting in a loss to the portfolio. The portfolio's loss on a short sale could theoretically be unlimited in a case where the portfolio is unable, for whatever reason, to close out its short position. The use by a portfolio of short sales in combination with long positions in its portfolio in an attempt to improve performance may not be successful and may result in greater losses or lower positive returns than if the portfolio held only long positions.

Investing in small companies may expose the portfolio to increase market, liquidity and information risks. These risks are defined in "More About Risk."

Securities of companies in "special situations" may decline in value and hurt the portfolio's performance if the anticipated benefits of the special situation do not materialize.

"More About Risk" details certain other investment practices the portfolio may use. Please read that section carefully before you invest.

g   PORTFOLIO MANAGEMENT

Jordan Low is responsible for the day-to-day portfolio management of the portfolio. Mr. Low is supported by a team of investment professionals from the Credit Suisse Quantitative Equities Group. See "Meet the Manager."


15




FINANCIAL HIGHLIGHTS

The figures below have been audited by the portfolio's independent registered public accounting firm, PricewaterhouseCoopers LLP, whose report on the portfolio's financial statements is included in the portfolio's Annual Report . The total returns do not reflect additional charges and expenses which are, or may be, imposed under the variable contracts or plans; if such charges and expenses were reflected, total returns would be lower.

FOR THE YEAR ENDED DECEMBER 31:   2008   2007   2006   2005   2004  
Per share data  
Net asset value, beginning of year   $ 13.48     $ 17.00     $ 14.38     $ 13.40     $ 12.10    
Investment Operations  
Net investment income     0.49       0.24       0.23       0.11       0.12    
Net gain (loss) on investments and foreign currency
related items (both realized and unrealized)
    (5.02 )     0.08       2.54       0.98       1.25    
Total from investment operations     (4.53 )     0.32       2.77       1.09       1.37    
Less Dividends and Distributions  
Dividends from net investment income     (0.33 )     (0.24 )     (0.15 )     (0.11 )     (0.07 )  
Distributions from net realized gains     (1.06 )     (3.60 )                    
Total dividends and distributions     (1.39 )     (3.84 )     (0.15 )     (0.11 )     (0.07 )  
Net asset value, end of year     $7.56     $ 13.48     $ 17.00     $ 14.38     $ 13.40    
Total return 1     (36.19 )%     1.79 %     19.35 %     8.14 %     11.34 %  
Ratios and supplemental data  
Net assets, end of year (000s omitted)     $9,877     $ 51,575     $ 55,796     $ 57,805     $ 44,853    
Ratio of expenses to average net assets     1.16 %     0.81 %     1.00 %     1.00 %     1.00 %  
Ratio of net investment income to average net assets     1.72 %     1.55 %     1.29 %     1.03 %     1.15 %  
Decrease reflected in above operating expense
ratios due to waivers/reimbursements
                0.06 %     0.09 %     0.14 %  
Portfolio turnover rate     198 %     95 %     143 %     81 %     53 %  

 

1   Total returns are historical and assume changes in share price and reinvestment of all dividends and distributions. Had certain expenses not been reduced during the years shown, total returns would have been lower. Total returns do not reflect charges and expenses attributable to any particular variable contract or plan.


16




MORE ABOUT RISK

g   INTRODUCTION

The portfolio's goal and principal strategies largely determine its risk profile. You will find a concise description of the portfolio's risk profile in "Key Points." The preceding discussion of the portfolio contains more detailed information. This section discusses other risks that may affect the portfolio.

The portfolio may use certain investment practices that have higher risks associated with them. However, the portfolio has limitations and policies designed to reduce many of the risks. The "Certain Investment Practices" table describes these practices and the limitations on their use.

The portfolio offers its shares to (1) insurance company separate accounts that fund both variable annuity contracts and variable life insurance contracts and (2) tax-qualified pension and retirement plans including participant-directed plans which elect to make the portfolio an investment option for plan participants. Due to differences of tax treatment and other considerations, the interests of various variable contract owners and plan participants participating in the portfolio may conflict. The Board of Trustees will monitor the portfolio for any material conflicts that may arise and will determine what action, if any, should be taken. If a conflict occurs, the Board may require one or more insurance company separate accounts and/or plans to withdraw its investments in the portfolio, which may cause the portfolio to sell securities at disadvantageous prices and disrupt orderly portfolio management. The Board also may refuse to sell shares of the portfolio to any variable contract or plan or may suspend or terminate the offering of shares of the portfolio if such action is required by law or regulatory authority or is in the best interests of the shareholders of the portfolio.

g   TYPES OF INVESTMENT RISK

The following risks are referred to throughout this Prospectus .

PRINCIPAL RISK FACTORS

Derivatives Risk Derivatives, such as options, forwards, futures and swap agreements (see "Certain Investment Practices" table beginning on page 20), are financial contracts whose value depends on, or is derived from, the value of an underlying asset, reference rate or index. The portfolio typically uses derivatives as a substitute for taking a position in the underlying asset and/or as part of a strategy designed to reduce exposure to other risks, such as interest rate risk. The portfolio may also use derivatives for leverage. The portfolio's use of derivative instruments involves risk different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Derivatives are subject to the following risks described below – correlation risk, liquidity risk, interest-rate risk, market risk and credit risk. Also, suitable derivative transactions may not be available in all circumstances and there can be no assurance that the portfolio will engage in these


17



transactions to reduce exposure to other risks when that would be beneficial.

Leveraging Risk When the portfolio uses leverage through activities such as borrowing, entering into short sales, purchasing securities on margin or on a "when-issued" basis or purchasing derivative instruments in an effort to increase its returns, the portfolio has the risk of magnified capital losses that occur when losses affect an asset base, enlarged by borrowings or the creation of liabilities, that exceeds the net assets of the portfolio. The net asset value of the portfolio when employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the portfolio to pay interest.

Market Risk The market value of a security may fluctuate, sometimes rapidly and unpredictably. These fluctuations, which are often referred to as "volatility," may cause a security to be worth less than it was worth at an earlier time. Market risk may affect a single issuer, industry, sector of the economy, or the market as a whole. Market risk is common to most investments – including stocks and bonds and the mutual funds that invest in them.

Model Risk The portfolio bears the risk that the proprietary quantitative models used by the portfolio manager will not be successful in identifying securities that will help the portfolio achieve its investment objectives, causing the portfolio to underperform its benchmark or other funds with a similar investment objective.

Short Sales Risk Short sales expose the portfolio to the risk that it will be required to cover its short position at a time when the securities have appreciated in value, thus resulting in a loss to the portfolio. The portfolio's loss on a short sale could theoretically be unlimited in a case where the portfolio is unable, for whatever reason, to close out its short position. Short sales also involve transaction and other costs that will reduce potential gains and increase potential portfolio losses. The use by the portfolio of short sales in combination with long positions in its portfolio in an attempt to improve performance may not be successful and may result in greater losses or lower positive returns than if the portfolio held only long positions. It is possible that the portfolio's long equity positions will decline in value at the same time that the value of the securities it has sold short increases, thereby increasing potential losses to the portfolio. In addition, the portfolio's short selling strategies may limit its ability to fully benefit from increases in the equity markets. Short selling also involves a form of financial leverage that may exaggerate any losses realized by the portfolio. Also, there is the risk that the counterparty to a short sale may fail to honor its contractual terms, causing a loss to the portfolio.

Small Companies Small companies may have less-experienced management, limited product lines, unproven track records or inadequate capital reserves. Their securities may carry increased market, liquidity,


18



information and other risks. Key information about the company may be inaccurate or unavailable.

Special-Situation Companies "Special situations" are unusual developments that affect a company's market value. Examples include mergers, acquisitions and reorganizations. Securities of special-situation companies may decline in value if the anticipated benefits of the special situation do not materialize.

OTHER RISK FACTORS

Correlation Risk The risk that changes in the value of an instrument used for hedging purposes will not match those of the investment being hedged.

Credit Risk The issuer of a security or the counterparty to a contract may default or otherwise become unable to honor a financial obligation.

Exposure Risk The risk associated with investments (such as derivatives) or practices (such as short selling) that increase the amount of money the portfolio could gain or lose on an investment.

n    Hedged Exposure risk could multiply losses generated by a derivative or practice used for hedging purposes. Such losses should be substantially offset by gains on the hedged investment. However, while hedging can reduce or eliminate losses, it can also reduce or eliminate gains.

n    Speculative To the extent that a derivative or practice is not used as a hedge, the portfolio is directly exposed to its risks. Potential losses from speculative positions in a derivative, such as writing uncovered call options, and from speculative short sales, are unlimited.

Information Risk Key information about an issuer, security or market may be inaccurate or unavailable.

Interest-rate Risk Changes in interest rates may cause a decline in the market value of an investment.

Liquidity Risk Certain portfolio securities may be difficult or impossible to sell at the time and the price that the portfolio would like. The portfolio may have to lower the price, sell other securities instead or forgo an investment opportunity. Any of these could have a negative effect on portfolio management or performance.

Regulatory Risk Governments, agencies or other regulatory bodies may adopt or change laws or regulations that could adversely affect an issuer, the market value of a security, or the portfolio's performance.

Valuation Risk The lack of an active trading market may make it difficult to obtain an accurate price for a portfolio security.


19



CERTAIN INVESTMENT PRACTICES

For each of the following practices, this table shows the applicable investment limitation. Risks are indicated for each practice.

KEY TO TABLE:

n   Permitted without limitation; does not indicate actual use

20%  Bold type (e.g., 20%) represents an investment limitation as a percentage of net portfolio assets; does not indicate actual use

20%  Roman type (e.g., 20%) represents an investment limitation as a percentage of total portfolio assets; does not indicate actual use

o    Permitted, but not expected to be used to a significant extent

INVESTMENT PRACTICE   LIMIT  
Borrowing The borrowing of money from banks to meet redemptions or for other
temporary or emergency purposes. Leveraging, speculative exposure risk.
  33 1 / 3 %  
Equity and equity-related securities Common stocks and other securities representing
or related to ownership in a company. May also include warrants, rights, options, preferred
stocks and convertible debt securities. These investments may go down in value due to stock
market movements or negative company or industry events. Liquidity, market, valuation risks.
  n  
Futures and options on futures Futures contracts traded on an exchange that enable the
portfolio to hedge against or speculate on future changes in currency values, interest rates or
stock indexes. Futures obligate the portfolio (or give it the right, in the case of options) to receive
or make payment at a specific future time based on those future changes. 1 Correlation,
derivatives, hedged exposure, interest-rate, leveraging, market, speculative exposure risks. 2  
  o  
Options Instruments that provide a right to buy (call) or sell (put) a particular security,
currency or index of securities at a fixed price within a certain time period. The portfolio
may purchase or sell (write) both put and call options for hedging or speculative purposes. 1
Correlation, credit, derivatives, hedged exposure, leveraging, liquidity, market, speculative
exposure, valuation risks.
  25 %  
Real estate investment trusts (REITs) Pooled investment vehicles that invest primarily in
income-producing real estate or real estate-related loans or interests. Credit, interest-rate,
liquidity, market risks.
  o  

 

1   The portfolio is not obligated to pursue any hedging strategy. In addition, hedging practices may not be available, may be too costly to be used effectively or may be unable to be used for other reasons.

2   The portfolio is limited to using 5% of net assets for amounts necessary for initial margin and premiums on futures positions considered to be speculative.


20



INVESTMENT PRACTICE   LIMIT  
Restricted and other illiquid securities Certain securities with restrictions on trading, or
those not actively traded. May include private placements. Liquidity, market, valuation risks.
  15 %  
Sector concentration Investing more than 25% of the portfolio's net assets in a
market sector. Performance will largely depend upon the sector's performance,
which may differ in direction and degree from that of the overall stock market. Financial,
economic, business, political and other developments affecting the sector will have a greater
effect on the portfolio.
  o  
Securities lending Lending portfolio securities to financial institutions; the portfolio receives cash,
U.S. government securities or bank letters of credit as collateral. Credit, liquidity, market risks .
  33 1 / 3 %  
Short positions Selling borrowed securities with the intention of repurchasing them for a
profit on the expectation that the market price will drop. If the portfolio were to take short
positions in stocks that increase in value, then the portfolio would have to repurchase the
securities at that higher price and it would be likely to underperform similar mutual funds that
do not take short positions. Leveraging, liquidity, market, short sales, speculative exposure risks.
  30 %  
Short sales "against the box" A short sale when the portfolio owns enough shares of the
security involved to cover the borrowed securities, if necessary. Liquidity, market, short sales,
speculative exposure risks.
  10 %  
Short-term trading Selling a security shortly after purchase. A fund engaging in short-term
trading will have higher turnover and transaction expenses. Increased short-term capital gains
distributions could raise shareholders' income tax liability.
  o  

 


21



INVESTMENT PRACTICE   LIMIT  
Small companies Companies with small relative market capitalizations, including those
with continuous operations of less than three years. Information, liquidity, market, valuation risks.
  n  
Special-situation companies Companies experiencing unusual developments affecting their
market values. Special situations may include acquisition, consolidation, reorganization,
recapitalization, merger, liquidation, special distribution, tender or exchange offer, or
potentially favorable litigation. Securities of a special-situation company could decline in
value and hurt the portfolio's performance if the anticipated benefits of the special situation
do not materialize. Information, market risks.
  n  
Structured instruments Swaps, structured securities and other instruments that allow the
portfolio to gain access to the performance of a benchmark asset (such as an index or selected
stocks) where the portfolio's direct investment is restricted. Credit, derivatives, information,
interest-rate, leveraging, liquidity, market, speculative exposure, valuation risks.
  o  
Swaps A contract between the portfolio and another party in which the parties agree to
exchange streams of payments based on certain benchmarks, such as market indices or
currency or interest rates. For example, the portfolio may use swaps to gain access to the
performance of a benchmark asset (such as an index or one or more stock) where the portfolio's
direct investment is restricted. Credit, derivatives, information, interest-rate, leveraging, liquidity,
market, speculative exposure, valuation risks.
  n  
Temporary defensive tactics Placing some or all of the portfolio's assets in investments
such as money-market obligations and investment-grade debt securities for defensive
purposes. Although intended to avoid losses in adverse market, economic, political or other
conditions, defensive tactics might be inconsistent with the portfolio's principal investment
strategies and might prevent the portfolio from achieving its goal.
  o  
Warrants Options issued by a company granting the holder the right to buy certain securities,
generally common stock, at a specified price and usually for a limited time. Liquidity,
market, speculative exposure risks.
  15 %  
When-issued securities and forward commitments The purchase or sale of securities for
delivery at a future date; market value may change before delivery. Liquidity, market,
speculative exposure risks.
  20 %  

 


22



MEET THE MANAGER

Jordan Low is responsible for the day-to-day portfolio management of the portfolio. Mr. Low is supported by a team of investment professionals from the Credit Suisse Quantitative Equities Group.

Jordan Low, Director, is global head of research and portfolio management for quantitative equity products. Mr. Low has been the portfolio's portfolio manager since February 2008. He joined Credit Suisse in February 2008. Mr. Low joined Credit Suisse Group in 2005 and was the US Head of Statistical Trading within the global proprietary trading business of the Investment Bank. Prior to joining Credit Suisse, Mr. Low worked for Deutsche Bank from 2002 to 2005 and for Morgan Stanley from 2001 to 2002 focusing on statistical arbitrage, fundamental and microstructure strategies as well as volatility arbitrage. Mr. Low holds B.S. in Computer Science, Management (Finance), Economics and Mathematics, and Master of Engineering in Computer Science, all from Massachusetts Institute of Technology. Mr. Low is a CFA charter holder and a member of the New York Society of Security Analysts as well as the Society of Quantitative Analysts.

The Statement of Additional Information (SAI) provides additional information about the portfolio manager's compensation, other accounts managed by the portfolio manager and the portfolio manager's ownership of securities in the portfolio.

Job titles indicate position with the investment adviser.


23




MORE ABOUT YOUR PORTFOLIO

g   SHARE VALUATION

The net asset value (NAV) of the portfolio is determined at the close of regular trading on the New York Stock Exchange (NYSE) (usually 4 p.m. Eastern Time) each day the NYSE is open for business. It is calculated by dividing the portfolio's total assets, less its liabilities, by the number of shares outstanding.

The portfolio's equity investments are valued at market value, which is generally determined using the closing price on the exchange or market on which the security is primarily traded at the time of valuation (the "Valuation Time"). If no sales are reported, equity investments are generally valued at the most recent bid quotation as of the Valuation Time or at the lowest asked quotation in the case of a short sale of securities. Debt securities with a remaining maturity greater than 60 days are valued in accordance with the price supplied by a pricing service, which may use a matrix, formula or other objective method that takes into consideration market indices, yield curves and other specific adjustments. Debt obligations that will mature in 60 days or less are valued on the basis of amortized cost, which approximates market value, unless it is determined that this method would not represent fair value. Investments in mutual funds are valued at the mutual fund's closing NAV per share on the day of valuation. Securities and other assets for which market quotations are not readily available, or whose values have been materially affected by events occurring before the portfolio's Valuation Time but after the close of the securities' primary markets, are valued at fair value as determined in good faith by, or under the direction of, the Board of Trustees under procedures established by the Board of Trustees. The portfolio may utilize a service provided by an independent third party which has been approved by the Board of Trustees to fair value certain securities.

The portfolio may also use fair value procedures if Credit Suisse determines that a significant event has occurred between the time at which a market price is determined and the time at which the portfolio's net asset value is calculated. In particular, the value of foreign securities may be materially affected by events occurring after the close of the market on which they are valued, but before the portfolio prices its shares. The portfolio uses a fair value model developed by an independent third party pricing service to price foreign equity securities on days when there is a certain percentage change in the value of a domestic equity security index, as such percentage may be determined by Credit Suisse from time to time.

The portfolio's fair valuation policies are designed to reduce dilution and other adverse effects on long-term shareholders of trading practices that seek to take advantage of "stale" or otherwise inaccurate prices. When fair value pricing is employed, the prices of securities used by the portfolio to


24



calculate its NAV may differ from quoted or published prices for the same securities. Valuing securities at fair value involves greater reliance on judgment than valuation of securities based on readily available market quotations. A portfolio that uses fair value to price securities may value those securities higher or lower than another fund using market quotations or its own fair value procedures to price the same securities. There can be no assurance that the portfolio could obtain the fair value assigned to a security if it were to sell the security at approximately the time at which the portfolio determines its NAV.

Some portfolio securities may be listed on foreign exchanges that are open on days (such as U.S. holidays) when the portfolio does not compute its prices. This could cause the value of the portfolio's investments to be affected by trading on days when you cannot buy or sell shares.

g   DISTRIBUTIONS

As a portfolio investor, you will receive distributions.

The portfolio earns dividends from stocks and interest from bond, money market and other investments. These are passed along as dividend distributions. The portfolio realizes capital gains whenever it sells securities for a higher price than it paid for them. These are passed along as capital gain distributions.

The portfolio typically distributes dividends and capital gains annually. The portfolio may make additional distributions at other times if necessary to avoid a federal tax. Unless otherwise specified, distributions will be reinvested automatically in additional shares of the portfolio.

Estimated year-end distribution information, including record and payment dates, generally will be available late in the year at www.credit-suisse.com/us or by calling 800-222-8977.

g   TAXES

The portfolio intends to comply with the diversification and investor control requirements currently imposed by the Internal Revenue Code of 1986, as amended (the "Code") on separate accounts of insurance companies as a condition of maintaining the tax-deferred status of variable contracts. The portfolio furthermore intends to qualify and be taxed each year as a "regulated investment company" under Subchapter M of the Code. In order to qualify to be taxed as a regulated investment company, the portfolio must meet certain income and asset diversification tests and distribution and investor control requirements. As a regulated investment company meeting these requirements, the portfolio will not be subject to federal income tax on its taxable net investment income and net capital gains that it distributes to its shareholders.

Shares of the portfolio may be purchased only through variable


25



contracts and pension and retirement plans. Under current tax law, distributions that are left to accumulate in a variable annuity or life insurance contract are not subject to federal income tax until they are withdrawn from the contract. Distributions made by the portfolio to an insurance company separate account, and exchanges and redemptions of portfolio shares made by a separate account, ordinarily do not cause the corresponding contract holder to recognize income or gain for federal income tax purposes. For a discussion of the tax status of a variable contract or pension or retirement plan, refer to the prospectus of the sponsoring participating insurance company separate account or plan documents or other informational materials supplied by plan sponsors.

In order to comply with the diversification requirements applicable to "segregated asset accounts" under the Code, the portfolio intends to structure its portfolio in a manner that complies with those requirements. The applicable Treasury regulations generally provide that, as of the end of each calendar quarter or within 30 days thereafter, no more than 55% of the total assets of an account may be represented by any one investment, no more than 70% by any two investments, no more than 80% by any three investments, and no more than 90% by any four investments. For this purpose all securities of the same issuer are considered a single investment, but in the case of government securities, each government agency or instrumentality is considered to be a separate issuer. So long as the portfolio qualifies as a "regulated investment company," each segregated asset account investing in the portfolio will be entitled to "look through" to the portfolio's assets in order to satisfy the diversification requirements. An alternative asset diversification test may be satisfied under certain circumstances. As noted above, the portfolio may sell its shares directly to separate accounts established and maintained by insurance companies for the purpose of funding variable annuity and variable life insurance contracts and to certain qualified pension and retirement plans; if the portfolio were to sell its shares to other categories of shareholders, the portfolio may fail to comply with applicable United States Treasury Department requirements regarding investor control. If the portfolio should fail to comply with the diversification or investor control requirements or fail to qualify as a regulated investment company under the Code, contracts invested in the portfolio would not be treated as annuity, endowment or life insurance contracts under the Code, and all income and gain earned inside the contracts would be taxed currently to the policyholders and would remain subject to taxation as ordinary income thereafter, even if the portfolio were to become adequately diversified.


26



Because each contract holder's situation is unique, ask your tax professional about the tax consequences of your investment.

g   STATEMENTS AND REPORTS

The portfolio produces financial reports, which include a list of the portfolio's holdings, semiannually and updates its Prospectus annually. The portfolio generally does not hold shareholder meetings. To reduce expenses by eliminating duplicate mailings to the same address, the portfolio may choose to mail only one report, Prospectus or proxy statement to your household, even if more than one person in the household has an account with the portfolio. If you would like to receive additional reports, Prospectuses or proxy statements, please call 800-222-8977.

The portfolio discloses its portfolio holdings and certain of the portfolio's statistical characteristics, such as industry diversification, as of the end of each calendar month on its website, www.credit-suisse.com/us. This information is posted on the portfolio's website after the end of each month and generally remains available until the portfolio holdings and other information as of the end of the next calendar month are posted on the website. A description of the portfolio's policies and procedures with respect to disclosure of its portfolio securities is available in the portfolio's SAI .


27



BUYING AND SELLING SHARES

You may not buy or sell shares of the portfolio directly; you may only buy or sell shares through variable annuity contracts and variable life insurance contracts offered by separate accounts of certain insurance companies or through tax-qualified pension and retirement plans. The portfolio may not be available in connection with a particular contract or plan.

An insurance company's separate accounts buy and sell shares of the portfolio at NAV, without any sales or other charges. Each insurance company receives orders from its contract holders to buy or sell shares of the portfolio on any business day that the portfolio calculates its NAV. If the order is received by the insurance company prior to the close of regular trading on the NYSE, the order will be executed at that day's NAV.

Plan participants may buy shares of the portfolio through their plan by directing the plan trustee to buy shares for their account in a manner similar to that described above for variable annuity and variable life insurance contracts. You should contact your plan sponsor concerning the appropriate procedure for investing in the portfolio.

The portfolio reserves the right to:

n   change or discontinue its exchange privilege after 60 days' notice to current investors, or temporarily suspend this privilege during unusual market conditions

n   charge a wire redemption fee

n   make a "redemption in kind" – payment in portfolio securities rather than cash – for certain large redemption amounts that could hurt portfolio operations

n   suspend redemptions or postpone payment dates as permitted by law (such as during periods other than weekends or holidays when the NYSE is closed or trading on the NYSE is restricted, or any other time that the SEC permits)

n   stop offering the portfolio's shares for a period of time (such as when management believes that a substantial increase in assets could adversely affect it)

g   FREQUENT PURCHASES AND
g   SALES OF PORTFOLIO SHARES

Frequent purchases and redemptions of portfolio shares present risks to the contract owners or plan participants who hold shares of the portfolio through their annuity contracts or pension plans over the long term. These risks include the potential for dilution in the value of portfolio shares; interference with the efficient management of the portfolio, such as the need to keep a larger portion of the portfolio invested in cash or short-term securities, or to sell securities, rather than maintaining full investment in securities selected to achieve the portfolio's investment objective; losses on the sale of investments resulting from the need to sell securities at less favorable prices; and increased brokerage and administrative costs.


28



These risks may be greater for portfolios investing in securities that are believed to be more susceptible to pricing discrepancies, such as foreign securities, high yield debt securities and small capitalization securities, as certain investors may seek to make short-term trades as part of strategies aimed at taking advantage of "stale" or otherwise inaccurate prices for portfolio holdings (e.g., "time zone arbitrage").

The portfolio will take steps to detect and eliminate excessive trading in portfolio shares, pursuant to the portfolio's policies as described in this Prospectus and approved by the Board of Trustees. The portfolio defines excessive trading or "market timing" as two round trips (purchase and redemption of comparable assets) by an investor within 60 days. A contract owner or plan participant that is determined to be engaged in market timing will be restricted from making future purchases or exchange purchases in any of the Credit Suisse Funds. The portfolio's distributor enters into agreements with intermediaries such as insurance company separate accounts and tax-qualified pension and retirement plans that require such intermediaries to provide certain information to help detect frequent trading activity by their contract holders or plan participants and to eliminate frequent trading by these contract holders and plan participants.

The portfolio reserves the right to reject a purchase or exchange purchase order for any reason with or without prior notice to the insurance contract or plan. In particular, the portfolio reserves the right to reject a purchase or an exchange purchase order from any insurance contract or plan that in its opinion has not taken effective steps to detect and prevent frequent purchases and sales of portfolio shares.

The portfolio has also adopted fair valuation policies to protect the portfolio from "time zone arbitrage" with respect to foreign securities holdings and other trading practices that seek to take advantage of "stale" or otherwise inaccurate prices. See "More About Your Portfolio – Share Valuation."

There can be no assurance that these policies and procedures will be effective in limiting excessive trading in all cases. Also, contract holders and plan participants who invest in the portfolio through insurance company separate accounts and plans may be subject to the policies and procedures of their insurance companies and plans with respect to excessive trading of portfolio shares, which may define market timing differently than the portfolio does and have different consequences associated with it.

The portfolio's policies and procedures may be modified or terminated at any time upon notice of material changes to shareholders and prospective investors.


29



OTHER INFORMATION

g   ABOUT THE DISTRIBUTOR

Credit Suisse Asset Management Securities, Inc. (CSAMSI), an affiliate of Credit Suisse Asset Management, LLC, serves as distributor of the portfolio's shares. CSAMSI or its affiliates (including Credit Suisse Asset Management, LLC) may make payments out of their own resources to firms offering shares of the portfolio for providing administration, subaccounting, transfer agency and/or other services. CSAMSI or its affiliates may also make payments out of past profits and other available sources for marketing, promotional or related expenses. Such payments may be made to insurance companies and other entities offering shares of the portfolio and/or providing services with respect to such shares. The amount of these payments is determined by CSAMSI or its affiliates and may be substantial. For further information on the distributor's payments for distribution and shareholder servicing, see "Management of the Trust – Distribution and Shareholder Servicing" in the SAI .


30



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31




FOR MORE INFORMATION

This Prospectus is intended for use in connection with certain insurance products and pension and retirement plans. Please refer to the prospectus of the sponsoring participating insurance company separate account or to the plan documents or other informational materials supplied by plan sponsors for information regarding distributions and instructions on purchasing or selling a variable contract and on how to select a portfolio as an investment option for a variable contract or plan. More information about the portfolio is available free upon request, including the following:

g   ANNUAL/SEMIANNUAL
g   REPORTS TO SHAREHOLDERS

Includes financial statements, portfolio investments and detailed performance information.

The Annual Report also contains a letter from the portfolio manager discussing market conditions and investment strategies that significantly affected portfolio performance during its past fiscal year.

g   OTHER INFORMATION

A current SAI , which provides more details about the portfolio, is on file with the SEC and is incorporated by reference.

You may visit the EDGAR Database on the SEC's Internet website (www.sec.gov) to view the SAI , Annual and Semiannual Reports , material incorporated by reference and other information.You can also obtain copies by visiting the SEC's Public Reference Room in Washington, DC (phone 202-551-8090) or by sending your request and a duplicating fee to the SEC's Public Reference Section, Washington, DC 20549-0102 or electronically at publicinfo@sec.gov.

Please contact the Credit Suisse Funds to obtain, without charge, the SAI, Annual and Semiannual Reports and other information, and to make shareholder inquiries:

BY TELEPHONE:

800-222-8977

BY FACSIMILE:

888-606-8252

BY MAIL:

Credit Suisse Trust

P.O. Box 55030

Boston, MA 02205-5030

BY OVERNIGHT OR COURIER SERVICE:

Boston Financial Data Services, Inc.

Attn: Credit Suisse Trust

30 Dan Road

Canton, MA 02021-2809

ON THE INTERNET:

www.credit-suisse.com/us

The portfolio's SAI and Annual and Semiannual Reports are available on Credit Suisse's website, www.credit-suisse.com/us.

SEC file number:

Credit Suisse Trust  811-07261

P.O. BOX 55030, BOSTON, MA 02205-5030

800-222-8977 n WWW.CREDIT-SUISSE.COM/US

CREDIT SUISSE ASSET MANAGEMENT SECURITIES, INC., DISTRIBUTOR.  TRLCV-PRO-0509




CREDIT SUISSE FUNDS

Prospectus

May 1, 2009

CREDIT SUISSE TRUST

n   U.S. EQUITY FLEX III PORTFOLIO

Credit Suisse Trust shares are not available directly to individual investors, but may be offered only through certain insurance products and pension and retirement plans.

As with all mutual funds, the Securities and Exchange Commission (SEC) has not approved these securities, nor has it passed upon the adequacy or accuracy of this Prospectus . It is a criminal offense to state otherwise.

The Trust is advised by Credit Suisse Asset Management, LLC.




C ONTENTS

KEY POINTS     4    
Goal and Principal Strategies     4    
A Word About Risk     5    
Investor Profile     6    
PERFORMANCE SUMMARY     7    
Year-by-Year Total Returns     7    
Average Annual Total Returns     8    
INVESTOR EXPENSES     9    
Fees and Portfolio Expenses     9    
Example     10    
THE PORTFOLIO IN DETAIL     11    
The Management Firm     11    
Portfolio Information Key     11    
Goal and Strategies     12    
Portfolio Investments     14    
Risk Factors     14    
Portfolio Management     15    
Financial Highlights     16    
MORE ABOUT RISK     17    
Introduction     17    
Types of Investment Risk     17    
Certain Investment Practices     20    
MEET THE MANAGER     23    
MORE ABOUT YOUR PORTFOLIO     24    
Share Valuation     24    
Distributions     25    
Taxes     25    
Statements and Reports     26    
BUYING AND SELLING SHARES     28    
OTHER INFORMATION     30    
About The Distributor     30    
FOR MORE INFORMATION     back cover    

 


3



KEY POINTS

GOAL AND PRINCIPAL STRATEGIES

GOAL   PRINCIPAL STRATEGIES   PRINCIPAL RISK FACTORS  
Capital growth   n Invests, under normal market conditions, at least 80% of its net assets, plus any borrowings for investment purposes, in equity securities of U.S. companies.
n Seeks to outperform the Russell 3000 ® Index, which is designed to measure the performance of the largest 3000 U.S. companies representing approximately 98% of the investable U.S. equity market
n Generally will (i) purchase securities, either directly or through derivatives, in an amount up to approximately 130% of its net assets and (ii) sell securities short (which means, sell borrowed securities with the intention of repurchasing them for a profit on the expectation that the market price will drop), either directly or through derivatives, in an amount up to approximately 30% of its net assets
n Uses proprietary quantitative models designed to:
n forecast the expected relative return of stocks by analyzing a number of fundamental factors, including a company's relative valuation, use of capital, management's approach to financial reporting, profitability, realized and expected growth potential and level and trend of earnings and share price
n identify stocks that are likely to suffer declines in price if market conditions deteriorate and either limit the portfolio's overall long exposure or increase the portfolio's overall short exposure to such low quality stocks and
n help determine the portfolio's relative exposure to different industry sectors by analyzing sector performance under different market scenarios
n Maintains investment attributes that are similar to those of the basket of securities included in the Russell 3000 ® Index and intends to limit its divergence from the that index in terms of market, industry and sector exposures
n May invest in equity securities without regard to market capitalization
  n Derivatives risk
n Leveraging risk
n Market risk
n Model risk
n Short sales risk
n Small companies
n Special-situation companies
 

 


4



g   A WORD ABOUT RISK

All investments involve some level of risk. Simply defined, risk is the possibility that you will lose money or not make money.

Principal risk factors for the portfolio are discussed below. Before you invest, please make sure you understand the risks that apply to the portfolio. As with any mutual fund, you could lose money over any period of time.

Investments in the portfolio are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

DERIVATIVES RISK

Derivatives, such as options, forwards, futures and swap agreements (see "Certain Investment Practices" table beginning on page 20), are financial contracts whose value depends on, or is derived from, the value of an underlying asset, reference rate or index. The portfolio typically uses derivatives as a substitute for taking a position in the underlying asset and/or as part of a strategy designed to reduce exposure to other risks, such as interest rate risk. The portfolio may also use derivatives for leverage. The portfolio's use of derivative instruments involves risk different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Derivatives are subject to the following risks described below—correlation risk, liquidity risk, interest-rate risk, market risk and credit risk. Also, suitable derivative transactions may not be available in all circumstances and there can be no assurance that the portfolio will engage in these transactions to reduce exposure to other risks when that would be beneficial.

LEVERAGING RISK

When the portfolio uses leverage through activities such as borrowing, entering into short sales, purchasing securities on margin or on a "when-issued" basis or purchasing derivative instruments in an effort to increase its returns, the portfolio has the risk of magnified capital losses that occur when losses affect an asset base, enlarged by borrowings or the creation of liabilities, that exceeds the net assets of the portfolio. The net asset value of the portfolio when employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the portfolio to pay interest.

MARKET RISK

The market value of a security may fluctuate, sometimes rapidly and unpredictably. These fluctuations, which are often referred to as "volatility," may cause a security to be worth less than it was worth at an earlier time. Market risk may affect a single issuer, industry, sector of the economy, or the market as a whole. Market risk is common to most investments—including stocks and bonds and the mutual funds that invest in them.

MODEL RISK

The portfolio bears the risk that the proprietary quantitative models used by


5



the portfolio manager will not be successful in identifying securities that will help the portfolio achieve its investment objectives, causing the portfolio to underperform its benchmark or other funds with a similar investment objective.

SHORT SALES RISK

Short sales expose the portfolio to the risk that it will be required to cover its short position at a time when the securities have appreciated in value, thus resulting in a loss to the portfolio. The portfolio's loss on a short sale could theoretically be unlimited in a case where the portfolio is unable, for whatever reason, to close out its short position. Short sales also involve transaction and other costs that will reduce potential gains and increase potential portfolio losses. The use by the portfolio of short sales in combination with long positions in its portfolio in an attempt to improve performance may not be successful and may result in greater losses or lower positive returns than if the portfolio held only long positions. It is possible that the portfolio's long equity positions will decline in value at the same time that the value of the securities it has sold short increases, thereby increasing potential losses to the portfolio. In addition, the portfolio's short selling strategies may limit its ability to fully benefit from increases in the equity markets. Short selling also involves a form of financial leverage that may exaggerate any losses realized by the portfolio. Also, there is the risk that the counterparty to a short sale may fail to honor its contractual terms, causing a loss to the portfolio.

SMALL COMPANIES

Small companies may have less-experienced management, limited product lines, unproven track records or inadequate capital reserves. Their securities may carry increased market, liquidity and other risks. Key information about the company may be inaccurate or unavailable.

SPECIAL-SITUATION COMPANIES

"Special situations" are unusual developments that affect a company's market value. Examples include mergers, acquisitions and reorganizations. Securities of special-situation companies may decline in value if the anticipated benefits of the special situation do not materialize.

g   INVESTOR PROFILE

This portfolio is designed for investors who:

n   are investing for long-term goals

n   are willing to assume the risk of losing money in exchange for attractive potential long-term returns

n   are investing for capital growth

n   want to diversify their portfolios with stock funds

It may NOT be appropriate if you:

n   are investing for a shorter time horizon

n   are uncomfortable with an investment that will fluctuate in value

n   are looking for income

You should base your investment decision on your own goals, risk preferences and time horizon.


6



PERFORMANCE SUMMARY

The bar chart below and the table on the next page provide an indication of the risks of investing in the portfolio. The bar chart shows you how the portfolio's performance has varied from year to year for up to 10 years. The table compares the portfolio's performance over time to that of a broad-based securities market index. The bar chart and table do not reflect additional charges and expenses which are, or may be, imposed under the variable contracts or plans; such charges and expenses are described in the prospectus of the insurance company separate account or in the plan documents or other informational materials supplied by plan sponsors. Inclusion of these charges and expenses would reduce the total return for the periods shown. As with all mutual funds, past performance is not a prediction of future performance.

  *  The portfolio adopted investment strategies that became effective on December 1, 2006 so that its holdings are selected using quantitative stock selection models rather than a more traditional fundamental analysis approach. Effective May 1, 2009, the portfolio adopted new investment strategies through which it invests primarily in U.S. equity securities using a "flexible 130/30 strategy" in an attempt to outperform the Russell 3000 ® Index. Investors should be aware that performance information prior to December 1, 2006 does not reflect the investment strategies used between December 1, 2006 and May 1, 2009, and that performance information shown above does not reflect the current investment strategies of the portfolio. Prior to December 1, 2006, the portfolio was known as "Mid-Cap Growth Portfolio." Between December 1, 2006 and May 1, 2009, the portfolio was known as "Mid-Cap Core Portfolio."


7



AVERAGE ANNUAL TOTAL RETURNS 1

PERIOD ENDED 12/31/08:   ONE YEAR
2008
  FIVE YEARS
2004-2008
  LIFE OF
PORTFOLIO
  INCEPTION
DATE
 
U.S. EQUITY FLEX III PORTFOLIO     -38.44 %     -3.25 %     0.74 %     9/13/99    
STANDARD & POOR'S
MIDCAP 400 ® INDEX 2
(REFLECTS NO DEDUCTIONS
FOR FEES, EXPENSES
OR TAXES)
    -36.23 %     -0.08 %     5.58 % 3        

 

   1   Performance information shown above does not reflect the current investment strategies of the portfolio. Effective May 1, 2009, the Russell 3000 ® Index replaced the Standard & Poor's Mid-Cap 400 ® Index as the benchmark-index for the portfolio.

   2   The Standard & Poor's MidCap 400 Index is an unmanaged market-weighted index of 400 U.S. stocks selected on the basis of market capitalization, liquidity and industry group representation and is a registered trademark of McGraw-Hill Co., Inc. Investors cannot invest directly in an index.

   3   Performance since October 1, 1999.

UNDERSTANDING PERFORMANCE

   n    Total return tells you how much an investment in the portfolio has changed in value over a given time period. It assumes that all dividends and capital gains (if any) were reinvested in additional shares. The change in value can be stated either as a cumulative return or as an average annual rate of return .

   n   A cumulative total return is the actual return of an investment for a specified period. The year-by-year total returns in the bar chart are examples of one-year cumulative total returns.

   n   An average annual total return applies to periods longer than one year. It smoothes out the variations in year-by-year performance to tell you what constant annual return would have produced the investment's actual cumulative return. This gives you an idea of an investment's annual contribution to your portfolio, assuming you held it for the entire period.

   n     Because of compounding, the average annual total returns in the table cannot be computed by averaging the returns in the bar chart.


8



INVESTOR EXPENSES

FEES AND PORTFOLIO EXPENSES

This table describes the fees and expenses you may pay as a shareholder. Annual portfolio operating expenses are estimated for the fiscal year ending December 31, 2009. The table below and the example on the next page do not reflect additional charges and expenses which are, or may be, imposed under the variable contracts or plans; such charges and expenses are described in the prospectus of the insurance company separate account or in the plan documents or other informational materials supplied by plan sponsors. If such charges and expenses were reflected in the table and example, the expenses shown below would have been higher. The portfolio's expenses should be considered with these charges and expenses in evaluating the overall cost of investing in the separate account.

Shareholder fees
(paid directly from your investment)
 
Sales charge (load) on purchases     N/A    
Deferred sales charge (load)     N/A    
Sales charge (load) on reinvested distributions     N/A    
Redemption fees     N/A    
Exchange fees     N/A    
Annual portfolio operating expenses
(deducted from portfolio assets)
 
Management fee     0.70 %  
Distribution and service (12b-1) fee     NONE    
Other expenses  
Dividends on short sales 1       0.70 %  
All other expenses     0.75 %  
Total annual portfolio operating expenses 2       2.15 %  

 

   1   Dividends on short sales are dividends paid to lenders on borrowed securities. These expenses relating to dividends on short sales will vary depending on whether the securities the portfolio sells short pay dividends and on the size of such dividends.

   2   Credit Suisse Asset Management, LLC has voluntarily agreed to waive a portion of its fees payable by the portfolio. Expected fees and expenses for the fiscal year ending December 31, 2009 (after waivers and expense reimbursements or credits) are shown below. Fee waivers and expense reimbursements are voluntary and may be discontinued at any time. Credit Suisse Asset Management, LLC will not reimburse the portfolio for any expenses relating to dividends on short sales.

EXPENSES AFTER WAIVERS,
REIMBURSEMENTS AND CREDITS
 
Management fee     0.50 %  
Distribution and service (12b-1) fee     NONE    
Other expenses  
Dividends on short sales     0.70 %  
All other expenses     0.75 %  
Net annual portfolio operating expenses     1.95 %  

 


9



EXAMPLE

This example may help you compare the cost of investing in the portfolio with the cost of investing in other mutual funds. Because it uses hypothetical conditions, your actual costs may be higher or lower.

Assume you invest $10,000, the portfolio returns 5% annually, expense ratios remain as listed in the table on the previous page (before fee waivers, expense reimbursements or credits), and you close your account at the end of each of the time periods shown. Based on these assumptions, your cost would be:

ONE YEAR   THREE YEARS   FIVE YEARS   TEN YEARS  
$ 218     $ 673     $ 1,154     $ 2,483    

 


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THE PORTFOLIO IN DETAIL

g   THE MANAGEMENT FIRM

CREDIT SUISSE ASSET
MANAGEMENT, LLC

Eleven Madison Avenue
New York, NY 10010

n   Investment adviser for the portfolio

n   Responsible for managing the portfolio's assets according to its goal and strategies

n   Is part of the asset management business of Credit Suisse, one of the world's leading banks

n   Credit Suisse provides its clients with investment banking, private banking and asset management services worldwide. The asset management business of Credit Suisse is comprised of a number of legal entities around the world that are subject to distinct regulatory requirements

For easier reading, Credit Suisse Asset Management, LLC will be referred to as "Credit Suisse" or "we" throughout this Prospectus .

Credit Suisse's contractual fee for advisory services to the portfolio is 0.70%. For the 2008 fiscal year, the portfolio paid Credit Suisse 0.59% of its average net assets for advisory services, due to voluntary fee waivers.

A discussion regarding the basis for the Board of Trustees' approval of the investment advisory contract of the portfolio is available in the portfolio's Annual Report to shareholders for the period ended December 31, 2008.

g   PORTFOLIO INFORMATION KEY

A concise description of the portfolio follows. The description provides the following information:

GOAL AND STRATEGIES

The portfolio's particular investment goal and the strategies it intends to use in pursuing that goal. Percentages of portfolio assets are based on total assets unless indicated otherwise.

PORTFOLIO INVESTMENTS

The principal types of securities in which the portfolio invests. Secondary investments are described in "More About Risk."

RISK FACTORS

The principal risk factors associated with the portfolio. Additional risk factors are included in "More About Risk."

PORTFOLIO MANAGEMENT

The individual designated by the investment adviser to handle the portfolio's day-to-day management.

FINANCIAL HIGHLIGHTS

A table showing the portfolio's audited financial performance for up to five years. Certain information in the table reflects financial results for a single portfolio share.

n    Total return How much you would have earned or lost on an investment in the portfolio, assuming you had reinvested all dividend and capital-gain distributions.


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n    Portfolio turnover An indication of trading frequency. The portfolio may sell securities without regard to the length of time they have been held. A high turnover rate may increase the portfolio's transaction costs and negatively affect its performance.

The Annual Report includes the independent registered public accounting firm's report, along with the portfolio's financial statements. It is available free upon request through the methods described on the back cover of this Prospectus .

g   GOAL AND STRATEGIES

The portfolio seeks capital growth. To pursue this goal, it invests, under normal market conditions, at least 80% of its net assets, plus any borrowings for investment purposes, in equity securities of U.S. companies. The portfolio will consist of the securities of companies included within the Russell 3000 ® Index (the "Benchmark"), as well as other companies that the portfolio manager deems to have similar characteristics to the companies included in the Benchmark. The Benchmark is designed to measure the performance of the largest 3000 U.S. companies, representing approximately 98% of the investable U.S. equity market. As of March 31, 2009, the Benchmark had a market capitalization range of approximately $2 million to $338.866 billion.

The portfolio generally will (i) purchase securities (i.e., hold long positions), either directly or through derivatives, in an amount up to approximately 130% of its net assets and (ii) sell securities short (i.e., hold short positions), either directly or through derivatives, in an amount up to approximately 30% of its net assets. (Selling securities short means selling borrowed securities with the intention of repurchasing them for a profit on the expectation that the market price will drop.) The portfolio intends to maintain an approximate net 100% long exposure to the equity market (i.e., long market value minus short market value). The long and short positions held by the portfolio may vary over time depending on the relative performance of the portfolio's securities selections and the availability of attractive investment opportunities.

The term "flex" in the portfolio's name refers to the ability of the portfolio to vary from 100% to 130% its long positions and to vary from 0% to 30% its short positions, based on market conditions. While the portfolio intends to utilize short exposure, under certain conditions, it may be entirely long. In a traditional fund that does not permit short sales of securities, the fund's adviser can at most assign a zero weighting to securities that the adviser expects to underperform. With respect to the portfolio, however, the portfolio manager may actually sell securities short that it views as likely to decline in value or underperform. Additionally, the ability of the portfolio to sell securities short generally enables the portfolio to invest in additional securities as long positions while normally keeping the overall net exposure to the market the same as a traditional long-only strategy.


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The portfolio intends to maintain an approximate net 100% long exposure to the equity market (i.e., long market value minus short market value). The long and short positions held by the portfolio may vary over time depending on the relative performance of the portfolio's securities selections and the availability of attractive investment opportunities. In times of unusual or adverse market, economic or political conditions, the portfolio's long positions may be closer to 100% and/or its short positions may be closer to 0% of its net assets.

The portfolio follows quantitative portfolio management techniques rather than a traditional fundamental equity research approach. The portfolio manager selects securities for the portfolio using proprietary quantitative models, which are designed to:

n   forecast the expected relative return of stocks by analyzing a number of fundamental factors, including a company's relative valuation, use of capital, management's approach to financial reporting, profitability, realized and expected growth potential and level and trend of earnings and share price

n   identify stocks that are likely to suffer declines in price if market conditions deteriorate and either limit the portfolio's overall long exposure or increase the portfolio's overall short exposure to such low quality stocks and

n   help determine the portfolio's relative exposure to different industry sectors by analyzing sector performance under different market scenarios

The portfolio manager applies these models to companies that are represented in the Benchmark, as well as other companies that it deems to have similar characteristics to the companies included in the Benchmark. The portfolio normally will be managed by both overweighting and underweighting certain securities and selling short certain securities relative to the Benchmark, using the proprietary quantitative models discussed above and based on the expected return and the risks associated with individual securities considered relative to the portfolio as a whole, among other characteristics. In general, the portfolio will seek to maintain investment attributes that are similar to those of the basket of securities included in the Benchmark, and intends to limit its divergence from the Benchmark in terms of market, industry and sector exposures. The portfolio may invest in equity securities without regard to market capitalization.

The portfolio manager generally holds a long or short position until the quantitative stock selection models described above indicate that such position be reduced or eliminated, although the portfolio manager is not required to reduce or eliminate the position under those circumstances. The portfolio manager may also reduce or eliminate a position in a security for a variety of reasons, such as to realize profits or take advantage of better investment opportunities.


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Some companies may cease to be represented in the Benchmark after the portfolio has purchased their securities. The portfolio is not required to sell securities solely because the issuers are no longer represented in the Benchmark, and may continue to hold such securities.

The portfolio's 80% investment policy may be changed by the Board of Trustees on 60 days' notice to shareholders.

The portfolio's investment objective may be changed without shareholder approval.

g   PORTFOLIO INVESTMENTS

The portfolio's equity holdings may include:

n   common stocks

n   preferred stocks

n   securities convertible into common stocks

n   securities whose values are based on common stocks, such as rights and warrants

The portfolio invests primarily in U.S. equity securities, including both listed and unlisted securities, but may also invest in non-U.S. securities and restricted securities or other instruments with no ready market (see "Certain Investment Practices" table beginning on page 20). The portfolio may also engage in other investment practices, such as investing or using options, forwards, futures, swaps and other types of derivative instruments in seeking to achieve its investment objective or for hedging purposes.

g   RISK FACTORS

The portfolio's principal risk factors are:

n   derivatives risk

n   leveraging risk

n   market risk

n   model risk

n   short sales risk

n   small companies

n   special-situation companies

The portfolio's use of derivative instruments involves risk different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments.

When the portfolio uses leverage, the portfolio has the risk of magnified capital losses that occur when losses affect an asset base, enlarged by borrowings or the creation of liabilities, that exceeds the net assets of the portfolio. The net asset value of the portfolio when employing leverage will be more volatile and sensitive to market movements.

The value of your investment generally will fluctuate in response to stock-market movements.

The portfolio bears the risk that the proprietary quantitative models used by the portfolio manager will not be successful in identifying securities that will help the portfolio achieve its investment objectives, causing the portfolio to underperform its benchmark or other funds with a similar investment objective.


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Short sales expose the portfolio to the risk that it will be required to cover its short position at a time when the securities have appreciated in value, thus resulting in a loss to the portfolio. The portfolio's loss on a short sale could theoretically be unlimited in a case where the portfolio is unable, for whatever reason, to close out its short position. The use by a portfolio of short sales in combination with long positions in its portfolio in an attempt to improve performance may not be successful and may result in greater losses or lower positive returns than if the portfolio held only long positions.

Investing in small companies may expose the portfolio to increased market, liquidity and information risks. These risks are defined in "More About Risk."

Securities of companies in "special situations" may decline in value and hurt the portfolio's performance if the anticipated benefits of the special situation do not materialize.

"More About Risk" details certain other investment practices the portfolio may use. Please read that section carefully before you invest.

g   PORTFOLIO MANAGEMENT

Jordan Low is responsible for the day-to-day portfolio management of the portfolio. Mr. Low is supported by a team of investment professionals from the Credit Suisse Quantitative Equities Group. See "Meet the Manager."


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FINANCIAL HIGHLIGHTS

The figures below have been audited by the portfolio's independent registered public accounting firm, PricewaterhouseCoopers LLP, whose report on the portfolio's financial statements is included in the portfolio's Annual Report . The total returns do not reflect additional charges and expenses which are, or may be, imposed under the variable contracts or plans; if such charges and expenses were reflected, total returns would be lower.

FOR THE YEAR ENDED DECEMBER 31:   2008   2007   2006   2005   2004  
Per share data  
Net asset value, beginning of year   $ 15.01     $ 13.44     $ 13.19     $ 12.33     $ 10.90    
Investment Operations:  
Net investment income (loss)     0.11       (0.04 )     (0.04 )     (0.10 )     (0.11 )  
Net gain (loss) on investments and futures contracts
(both realized and unrealized)
    (5.88 )     1.61       0.29       0.96       1.54    
Total from investment operations     (5.77 )     1.57       0.25       0.86       1.43    
Net asset value, end of year   $ 9.24     $ 15.01     $ 13.44     $ 13.19     $ 12.33    
Total return 1     (38.44 )%     11.68 %     1.90 %     6.97 %     13.12 %  
Ratios and supplemental data  
Net assets, end of year (000s omitted)   $ 12,638     $ 26,985     $ 30,496     $ 37,659     $ 42,452    
Ratio of expenses to average net assets     1.34 %     1.25 %     1.21 %     1.25 %     1.25 %  
Ratio of net investment income (loss) to
average net assets
    0.80 %     (0.23 )%     (0.26 )%     (0.70 )%     (0.87 )%  
Decrease reflected in above operating expense
ratios due to waivers/reimbursements
    0.11 %     0.03 %     0.13 %     0.12 %     0.08 %  
Portfolio turnover rate     217 %     232 %     140 %     95 %     124 %  

 

1   Total returns are historical and assume changes in share price and reinvestment of all dividends and distributions. Had certain expenses not been reduced during the years shown, total returns would have been lower. Total returns do not reflect charges and expenses attributable to any particular variable contract or plan.


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MORE ABOUT RISK

g   INTRODUCTION

The portfolio's goal and principal strategies largely determine its risk profile. You will find a concise description of the portfolio's risk profile in "Key Points." The preceding discussion of the portfolio contains more detailed information. This section discusses other risks that may affect the portfolio.

The portfolio may use certain investment practices that have higher risks associated with them. However, the portfolio has limitations and policies designed to reduce many of the risks. The "Certain Investment Practices" table describes these practices and the limitations on their use.

The portfolio offers its shares to (1) insurance company separate accounts that fund both variable annuity contracts and variable life insurance contracts and (2) tax-qualified pension and retirement plans including participant-directed plans which elect to make the portfolio an investment option for plan participants. Due to differences of tax treatment and other considerations, the interests of various variable contract owners and plan participants participating in the portfolio may conflict. The Board of Trustees will monitor the portfolio for any material conflicts that may arise and will determine what action, if any, should be taken. If a conflict occurs, the Board may require one or more insurance company separate accounts and/or plans to withdraw its investments in the portfolio, which may cause the portfolio to sell securities at disadvantageous prices and disrupt orderly portfolio management. The Board also may refuse to sell shares of the portfolio to any variable contract or plan or may suspend or terminate the offering of shares of the portfolio if such action is required by law or regulatory authority or is in the best interests of the shareholders of the portfolio.

g   TYPES OF INVESTMENT RISK

The following risks are referred to throughout this Prospectus .

PRINCIPAL RISK FACTORS

Derivatives Risk Derivatives, such as options, forwards, futures and swap agreements (see "Certain Investment Practices" table beginning on page 20), are financial contracts whose value depends on, or is derived from, the value of an underlying asset, reference rate or index. The portfolio typically uses derivatives as a substitute for taking a position in the underlying asset and/or as part of a strategy designed to reduce exposure to other risks, such as interest rate risk. The portfolio may also use derivatives for leverage. The portfolio's use of derivative instruments involves risk different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Derivatives are subject to the following risks described below – correlation risk, liquidity risk, interest-rate risk, market risk and credit risk. Also, suitable derivative transactions may not be available in all circumstances and there can be no assurance that the portfolio will engage in these transactions to reduce exposure to other risks when that would be beneficial.

Leveraging Risk When the portfolio uses leverage through activities such as borrowing, entering into short sales, purchasing securities


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on margin or on a "when-issued" basis or purchasing derivative instruments in an effort to increase its returns, the portfolio has the risk of magnified capital losses that occur when losses affect an asset base, enlarged by borrowings or the creation of liabilities, that exceeds the net assets of the portfolio. The net asset value of the portfolio when employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the portfolio to pay interest.

Market Risk The market value of a security may fluctuate, sometimes rapidly and unpredictably. These fluctuations, which are often referred to as "volatility," may cause a security to be worth less than it was worth at an earlier time. Market risk may affect a single issuer, industry, sector of the economy, or the market as a whole. Market risk is common to most investments – including stocks and bonds and the mutual funds that invest in them.

Model Risk The portfolio bears the risk that the proprietary quantitative models used by the portfolio manager will not be successful in identifying securities that will help the portfolio achieve its investment objectives, causing the portfolio to underperform its benchmark or other funds with a similar investment objective.

Short Sales Risk Short sales expose the portfolio to the risk that it will be required to cover its short position at a time when the securities have appreciated in value, thus resulting in a loss to the portfolio. The portfolio's loss on a short sale could theoretically be unlimited in a case where the portfolio is unable, for whatever reason, to close out its short position. Short sales also involve transaction and other costs that will reduce potential gains and increase potential portfolio losses. The use by the portfolio of short sales in combination with long positions in its portfolio in an attempt to improve performance may not be successful and may result in greater losses or lower positive returns than if the portfolio held only long positions. It is possible that the portfolio's long equity positions will decline in value at the same time that the value of the securities it has sold short increases, thereby increasing potential losses to the portfolio. In addition, the portfolio's short selling strategies may limit its ability to fully benefit from increases in the equity markets. Short selling also involves a form of financial leverage that may exaggerate any losses realized by the portfolio. Also, there is the risk that the counterparty to a short sale may fail to honor its contractual terms, causing a loss to the portfolio.

Small Companies Small companies may have less-experienced management, limited product lines, unproven track records or inadequate capital reserves. Their securities may carry increased market, liquidity, information and other risks. Key information about the company may be inaccurate or unavailable.

Special-Situation Companies "Special situations" are unusual developments that affect a company's market value. Examples include mergers, acquisitions and reorganizations. Securities of special-situation companies may decline in value if the anticipated benefits of the special situation do not materialize.


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OTHER RISK FACTORS

Correlation Risk The risk that changes in the value of an instrument used for hedging purposes will not match those of the investment being hedged.

Credit Risk The issuer of a security or the counterparty to a contract may default or otherwise become unable to honor a financial obligation.

Exposure Risk The risk associated with investments (such as derivatives) or practices (such as short selling) that increase the amount of money the portfolio could gain or lose on an investment.

n    Hedged Exposure risk could multiply losses generated by a derivative or practice used for hedging purposes. Such losses should be substantially offset by gains on the hedged investment. However, while hedging can reduce or eliminate losses, it can also reduce or eliminate gains.

n    Speculative To the extent that a derivative or practice is not used as a hedge, the portfolio is directly exposed to its risks. Potential losses from speculative positions in a derivative, such as writing uncovered call options, and from speculative short sales, are unlimited.

Information Risk Key information about an issuer, security or market may be inaccurate or unavailable.

Interest-rate Risk Changes in interest rates may cause a decline in the market value of an investment.

Liquidity Risk Certain portfolio securities may be difficult or impossible to sell at the time and the price that the portfolio would like. The portfolio may have to lower the price, sell other securities instead or forgo an investment opportunity. Any of these could have a negative effect on portfolio management or performance.

Regulatory Risk Governments, agencies or other regulatory bodies may adopt or change laws or regulations that could adversely affect an issuer, the market value of a security, or the portfolio's performance.

Valuation Risk The lack of an active trading market may make it difficult to obtain an accurate price for a portfolio security.


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CERTAIN INVESTMENT PRACTICES

For each of the following practices, this table shows the applicable investment limitation. Risks are indicated for each practice.

KEY TO TABLE:

n   Permitted without limitation; does not indicate actual use

20%  Bold type (e.g., 20%) represents an investment limitation as a percentage of net portfolio assets; does not indicate actual use

20%  Roman type (e.g., 20%) represents an investment limitation as a percentage of total portfolio assets; does not indicate actual use

o   Permitted, but not expected to be used to a significant extent

INVESTMENT PRACTICE   LIMIT  
Borrowing The borrowing of money from banks to meet redemptions or for other temporary
or emergency purposes. Leveraging, speculative exposure risk.
  33 1 / 3 %  
Equity and equity-related securities Common stocks and other securities representing or related to
ownership in a company. May also include warrants, rights, options preferred stocks and convertible debt
securities. These investments may go down in value due to stock market movements or negative
company or industry events. Liquidity, market, valuation risks .
  n  
Futures and options on futures Futures contracts traded on an exchange that enable the portfolio to
hedge against or speculate on future changes in currency values, interest rates or stock indexes. Futures
obligate the portfolio (or give it the right, in the case of options) to receive or make payment at a
specific future time based on those future changes. 1 Correlation, derivatives, hedged exposure,
interest-rate, leveraging, market, speculative exposure risks. 2  
  o  
Options Instruments that provide a right to buy (call) or sell (put) a particular security, currency or
index of securities at a fixed price within a certain time period. The portfolio may purchase or sell
(write) both put and call options for hedging or speculative purposes. 1 Correlation, credit, derivatives,
hedged exposure, leveraging, liquidity, market, speculative exposure, valuation risks.
  25 %  
Real estate investment trusts (REITs) Pooled investment vehicles that invest primarily in income
producing real estate or real estate related loans or interests. Credit, interest-rate, liquidity,
market risks.
  o  

 

1   The portfolio is not obligated to pursue any hedging strategy. In addition, hedging practices may not be available, may be too costly to be used effectively or may be unable to be used for other reasons.

2   The portfolio is limited to using 5% of net assets for amounts necessary for initial margin and premiums on futures positions considered to be speculative.


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INVESTMENT PRACTICE   LIMIT  
Restricted and other illiquid securities Certain securities with restrictions on trading, or those
not actively traded. May include private placements. Liquidity, market, valuation risks.
  10 %  
Sector concentration Investing more than 25% of the portfolio's net assets in a market sector.
Performance will largely depend on the sector's performance, which may differ in direction and degree
from that of the overall stock market. Financial, economic, business, political and other developments
affecting the sector will have a greater effect on the portfolio.
  o  
Securities lending Lending portfolio securities to financial institutions; the portfolio receives cash,
U.S. government securities or bank letters of credit as collateral. Credit, liquidity, market risks.
  33 1 / 3 %  
Short positions Selling borrowed securities with the intention of repurchasing them for a profit
on the expectation that the market price will drop. If the portfolio were to take short positions in
stocks that increase in value, then the portfolio would have to repurchase the securities at that
higher price and it would be likely to underperform similar mutual funds that do not take short
positions. Leveraging, liquidity, market, short sales, speculative exposure risks .
  30 %  
Short sales "against the box" A short sale when the portfolio owns enough shares of the
security involved to cover the borrowed securities, if necessary. Liquidity, market, short sales,
speculative exposure risks .
  10 %  
Short-term trading Selling a security shortly after purchase. A fund engaging in short-term
trading will have higher turnover and transaction expenses. Increased short-term capital gains
distributions could raise shareholders' income tax liability.
  o  
Small companies Companies with small relative market capitalizations, including
those with continuous operations of less than three years. Information, liquidity, market, valuation risks.
  n  

 


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INVESTMENT PRACTICE   LIMIT  
Special-situation companies Companies experiencing unusual developments affecting their market
values. Special situations may include acquisition, consolidation, reorganization, recapitalization,
merger, liquidation, special distribution, tender or exchange offer, or potentially favorable litigation.
Securities of a special-situation company could decline in value and hurt the portfolio's performance
if the anticipated benefits of the special situation do not materialize. Information, market risks.
  n  
Structured investments Swaps, structured securities and other instruments that allow the portfolio
to gain access to the performance of a benchmark asset (such as an index or selected stocks) where
the portfolio's direct investment is restricted. Credit, derivatives, information, interest-rate, leveraging,
liquidity, market, speculative exposure, valuation risks .
  o  
Swaps A contract between the portfolio and another party in which the parties agree to exchange
streams of payments based on certain benchmarks, such as market indices or currency or interest
rates. For example, the portfolio may use swaps to gain access to the performance of a benchmark
asset (such as an index or one or more stock) where the portfolio's direct investment is restricted. Credit,
derivatives, information, interest-rate, leveraging, liquidity, market, speculative exposure, valuation risks .
  n  
Temporary defensive tactics Placing some or all of the portfolio's assets in investments such as
money-market obligations and investment-grade debt securities for defensive purposes. Although
intended to avoid losses in adverse market, economic, political or other conditions, defensive tactics
might be inconsistent with the portfolio's principal investment strategies and might prevent the
portfolio from achieving its goal.
  o  
Warrants Options issued by a company granting the holder the right to buy certain securities,
generally common stock, at a specified price and usually for a limited time. Liquidity, market,
speculative exposure risks.
  10 %  
When-issued securities and forward commitments The purchase or sale of securities for
delivery at a future date; market value may change before delivery. Liquidity, market, speculative
exposure risks.
  20 %  

 


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MEET THE MANAGER

Jordan Low is responsible for the day-to-day portfolio management of the portfolio. Mr. Low is supported by a team of investment professionals from the Credit Suisse Quantitative Equities Group.

Jordan Low, Director, is global head of research and portfolio management for quantitative equity products. Mr. Low has been the portfolio's portfolio manager since February 2008. He joined Credit Suisse in February 2008. Mr. Low joined Credit Suisse Group in 2005 and was the US Head of Statistical Trading within the global proprietary trading business of the Investment Bank. Prior to joining Credit Suisse, Mr. Low worked for Deutsche Bank from 2002 to 2005 and for Morgan Stanley from 2001 to 2002 focusing on statistical arbitrage, fundamental and microstructure strategies as well as volatility arbitrage. Mr. Low holds B.S. in Computer Science, Management (Finance), Economics and Mathematics, and Master of Engineering in Computer Science, all from Massachusetts Institute of Technology. Mr. Low is a CFA charter holder and a member of the New York Society of Security Analysts as well as the Society of Quantitative Analysts.

The Statement of Additional Information (SAI) provides additional information about the portfolio manager's compensation, other accounts managed by the portfolio manager and the portfolio manager's ownership of securities in the portfolio.

Job titles indicate position with the investment adviser.


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MORE ABOUT YOUR PORTFOLIO

g   SHARE VALUATION

The net asset value (NAV) of the portfolio is determined at the close of regular trading on the New York Stock Exchange (NYSE) (usually 4 p.m. Eastern Time) each day the NYSE is open for business. It is calculated by dividing the portfolio's total assets, less its liabilities, by the number of shares outstanding.

The portfolio's equity investments are valued at market value, which is generally determined using the closing price on the exchange or market on which the security is primarily traded at the time of valuation (the "Valuation Time"). If no sales are reported, equity investments are generally valued at the most recent bid quotation as of the Valuation Time or at the lowest asked quotation in the case of a short sale of securities. Debt securities with a remaining maturity greater than 60 days are valued in accordance with the price supplied by a pricing service, which may use a matrix, formula or other objective method that takes into consideration market indices, yield curves and other specific adjustments. Debt obligations that will mature in 60 days or less are valued on the basis of amortized cost, which approximates market value, unless it is determined that this method would not represent fair value. Investments in mutual funds are valued at the mutual fund's closing NAV per share on the day of valuation. Securities and other assets for which market quotations are not readily available, or whose values have been materially affected by events occurring before the portfolio's Valuation Time but after the close of the securities' primary markets, are valued at fair value as determined in good faith by, or under the direction of, the Board of Trustees under procedures established by the Board of Trustees. The portfolio may utilize a service provided by an independent third party which has been approved by the Board of Trustees to fair value certain securities.

The portfolio may also use fair value procedures if Credit Suisse determines that a significant event has occurred between the time at which a market price is determined and the time at which the portfolio's net asset value is calculated. In particular, the value of foreign securities may be materially affected by events occurring after the close of the market on which they are valued, but before the portfolio prices its shares. The portfolio uses a fair value model developed by an independent third party pricing service to price foreign equity securities on days when there is a certain percentage change in the value of a domestic equity security index, as such percentage may be determined by Credit Suisse from time to time.

The portfolio's fair valuation policies are designed to reduce dilution and other adverse effects on long-term shareholders of trading practices that seek to take advantage of "stale" or otherwise inaccurate prices. When fair value pricing is employed, the prices of securities used by the portfolio to calculate its NAV may differ from quoted or published prices for the same securities. Valuing securities at fair


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value involves greater reliance on judgment than valuation of securities based on readily available market quotations. A portfolio that uses fair value to price securities may value those securities higher or lower than another fund using market quotations or its own fair value procedures to price the same securities. There can be no assurance that the portfolio could obtain the fair value assigned to a security if it were to sell the security at approximately the time at which the portfolio determines its NAV.

Some portfolio securities may be listed on foreign exchanges that are open on days (such as U.S. holidays) when the portfolio does not compute its prices. This could cause the value of the portfolio's investments to be affected by trading on days when you cannot buy or sell shares.

g   DISTRIBUTIONS

As a portfolio investor, you will receive distributions.

The portfolio earns dividends from stocks and interest from bond, money market and other investments. These are passed along as dividend distributions. The portfolio realizes capital gains whenever it sells securities for a higher price than it paid for them. These are passed along as capital gain distributions.

The portfolio typically distributes dividends and capital gains annually. The portfolio may make additional distributions at other times if necessary to avoid a federal tax. Unless otherwise specified, distributions will be reinvested automatically in additional shares of the portfolio.

Estimated year-end distribution information, including record and payment dates, generally will be available late in the year at www.credit-suisse.com/us or by calling 800-222-8977.

g   TAXES

The portfolio intends to comply with the diversification and investor control requirements currently imposed by the Internal Revenue Code of 1986, as amended (the "Code") on separate accounts of insurance companies as a condition of maintaining the tax-deferred status of variable contracts. The portfolio furthermore intends to qualify and be taxed each year as a "regulated investment company" under Subchapter M of the Code. In order to qualify to be taxed as a regulated investment company, the portfolio must meet certain income and asset diversification tests and distribution and investor control requirements. As a regulated investment company meeting these requirements, the portfolio will not be subject to federal income tax on its taxable net investment income and net capital gains that it distributes to its shareholders.

Shares of the portfolio may be purchased only through variable contracts and pension and retirement plans. Under current tax law, distributions that are left to accumulate in a variable annuity or life insurance contract are not subject to federal income tax until they are withdrawn


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from the contract. Distributions made by the portfolio to an insurance company separate account, and exchanges and redemptions of portfolio shares made by a separate account, ordinarily do not cause the corresponding contract holder to recognize income or gain for federal income tax purposes. For a discussion of the tax status of a variable contract or pension or retirement plan, refer to the prospectus of the sponsoring participating insurance company separate account or plan documents or other informational materials supplied by plan sponsors.

In order to comply with the diversification requirements applicable to "segregated asset accounts" under the Code, the portfolio intends to structure its portfolio in a manner that complies with those requirements. The applicable Treasury regulations generally provide that, as of the end of each calendar quarter or within 30 days thereafter, no more than 55% of the total assets of an account may be represented by any one investment, no more than 70% by any two investments, no more than 80% by any three investments, and no more than 90% by any four investments. For this purpose all securities of the same issuer are considered a single investment, but in the case of government securities, each government agency or instrumentality is considered to be a separate issuer. So long as the portfolio qualifies as a "regulated investment company," each segregated asset account investing in the portfolio will be entitled to "look through" to the portfolio's assets in order to satisfy the diversification requirements. An alternative asset diversification test may be satisfied under certain circumstances. As noted above, the portfolio may sell its shares directly to separate accounts established and maintained by insurance companies for the purpose of funding variable annuity and variable life insurance contracts and to certain qualified pension and retirement plans; if the portfolio were to sell its shares to other categories of shareholders, the portfolio may fail to comply with applicable United States Treasury Department requirements regarding investor control. If the portfolio should fail to comply with the diversification or investor control requirements or fail to qualify as a regulated investment company under the Code, contracts invested in the portfolio would not be treated as annuity, endowment or life insurance contracts under the Code, and all income and gain earned inside the contracts would be taxed currently to the policyholders and would remain subject to taxation as ordinary income thereafter, even if the portfolio were to become adequately diversified.

Because each contract holder's situation is unique, ask your tax professional about the tax consequences of your investment.

g   STATEMENTS AND REPORTS

The portfolio produces financial reports, which include a list of the portfolio's holdings, semiannually and updates its Prospectus annually. The portfolio generally does not hold


26



shareholder meetings. To reduce expenses by eliminating duplicate mailings to the same address, the portfolio may choose to mail only one report, Prospectus or proxy statement to your household, even if more than one person in the household has an account with the portfolio. If you would like to receive additional reports, Prospectuses or proxy statements, please call 800-222-8977.

The portfolio discloses its portfolio holdings and certain of the portfolio's statistical characteristics, such as industry diversification, as of the end of each calendar month on its website, www.credit-suisse.com/us. This information is posted on the portfolio's website after the end of each month and generally remains available until the portfolio holdings and other information as of the end of the next calendar month are posted on the website. A description of the portfolio's policies and procedures with respect to disclosure of its portfolio securities is available in the portfolio's SAI .


27



BUYING AND SELLING SHARES

You may not buy or sell shares of the portfolio directly; you may only buy or sell shares through variable annuity contracts and variable life insurance contracts offered by separate accounts of certain insurance companies or through tax-qualified pension and retirement plans. The portfolio may not be available in connection with a particular contract or plan.

An insurance company's separate accounts buy and sell shares of the portfolio at NAV, without any sales or other charges. Each insurance company receives orders from its contract holders to buy or sell shares of the portfolio on any business day that the portfolio calculates its NAV. If the order is received by the insurance company prior to the close of regular trading on the NYSE, the order will be executed at that day's NAV.

Plan participants may buy shares of the portfolio through their plan by directing the plan trustee to buy shares for their account in a manner similar to that described above for variable annuity and variable life insurance contracts. You should contact your plan sponsor concerning the appropriate procedure for investing in the portfolio.

The portfolio reserves the right to:

n   change or discontinue its exchange privilege after 60 days' notice to current investors, or temporarily suspend this privilege during unusual market conditions

n   charge a wire redemption fee

n   make a "redemption in kind" – payment in portfolio securities rather than cash – for certain large redemption amounts that could hurt portfolio operations

n   suspend redemptions or postpone payment dates as permitted by law (such as during periods other than weekends or holidays when the NYSE is closed or trading on the NYSE is restricted, or any other time that the SEC permits)

n   stop offering the portfolio's shares for a period of time (such as when management believes that a substantial increase in assets could adversely affect it)

g   FREQUENT PURCHASES AND
g   SALES OF PORTFOLIO SHARES

Frequent purchases and redemptions of portfolio shares present risks to the contract owners or plan participants who hold shares of the portfolio through their annuity contracts or pension plans over the long term. These risks include the potential for dilution in the value of portfolio shares; interference with the efficient management of the portfolio, such as the need to keep a larger portion of the portfolio invested in cash or short-term securities, or to sell securities, rather than maintaining full investment in securities selected to achieve the portfolio's investment objective; losses on the sale of investments resulting from the need to sell securities at less favorable prices; and increased brokerage and administrative costs. These risks may be greater for portfolios investing in securities that are believed to be more susceptible to


28



pricing discrepancies, such as foreign securities, high yield debt securities and small capitalization securities, as certain investors may seek to make short-term trades as part of strategies aimed at taking advantage of "stale" or otherwise inaccurate prices for portfolio holdings (e.g., "time zone arbitrage").

The portfolio will take steps to detect and eliminate excessive trading in portfolio shares, pursuant to the portfolio's policies as described in this Prospectus and approved by the Board of Trustees. The portfolio defines excessive trading or "market timing" as two round trips (purchase and redemption of comparable assets) by an investor within 60 days. A contract owner or plan participant that is determined to be engaged in market timing will be restricted from making future purchases or exchange purchases in any of the Credit Suisse Funds. The portfolio's distributor enters into agreements with intermediaries such as insurance company separate accounts and tax-qualified pension and retirement plans that require such intermediaries to provide certain information to help detect frequent trading activity by their contract holders or plan participants and to eliminate frequent trading by these contract holders and plan participants.

The portfolio reserves the right to reject a purchase or exchange purchase order for any reason with or without prior notice to the insurance contract or plan. In particular, the portfolio reserves the right to reject a purchase or an exchange purchase order from any insurance contract or plan that in its opinion has not taken effective steps to detect and prevent frequent purchases and sales of portfolio shares.

The portfolio has also adopted fair valuation policies to protect the portfolio from "time zone arbitrage" with respect to foreign securities holdings and other trading practices that seek to take advantage of "stale" or otherwise inaccurate prices. See "More About Your Portfolio – Share Valuation."

There can be no assurance that these policies and procedures will be effective in limiting excessive trading in all cases. Also, contract holders and plan participants who invest in the portfolio through insurance company separate accounts and plans may be subject to the policies and procedures of their insurance companies and plans with respect to excessive trading of portfolio shares, which may define market timing differently than the portfolio does and have different consequences associated with it.

The portfolio's policies and procedures may be modified or terminated at any time upon notice of material changes to shareholders and prospective investors.


29



OTHER INFORMATION

g   ABOUT THE DISTRIBUTOR

Credit Suisse Asset Management Securities, Inc. (CSAMSI), an affiliate of Credit Suisse Asset Management, LLC, serves as distributor of the portfolio's shares. CSAMSI or its affiliates (including Credit Suisse Asset Management, LLC) may make payments out of their own resources to firms offering shares of the portfolio for providing administration, subaccounting, transfer agency and/or other services. CSAMSI or its affiliates may also make payments out of past profits and other available sources for marketing, promotional or related expenses. Such payments may be made to insurance companies and other entities offering shares of the portfolio and/or providing services with respect to such shares. The amount of these payments is determined by CSAMSI or its affiliates and may be substantial. For further information on the distributor's payments for distribution and shareholder servicing, see "Management of the Trust – Distribution and Shareholder Servicing" in the SAI .


30



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31




FOR MORE INFORMATION

This Prospectus is intended for use in connection with certain insurance products and pension and retirement plans. Please refer to the prospectus of the sponsoring participating insurance company separate account or to the plan documents or other informational materials supplied by plan sponsors for information regarding distributions and instructions on purchasing or selling a variable contract and on how to select a portfolio as an investment option for a variable contract or plan. More information about the portfolio is available free upon request, including the following:

g   ANNUAL/SEMIANNUAL
g   REPORTS TO SHAREHOLDERS

Includes financial statements, portfolio investments and detailed performance information.

The Annual Report also contains a letter from the portfolio manager discussing market conditions and investment strategies that significantly affected portfolio performance during its past fiscal year.

g   OTHER INFORMATION

A current SAI , which provides more details about the portfolio, is on file with the SEC and is incorporated by reference.

You may visit the EDGAR Database on the SEC's Internet website (www.sec.gov) to view the SAI , Annual and Semiannual Reports , material incorporated by reference and other information. You can also obtain copies by visiting the SEC's Public Reference Room in Washington, DC (phone 202-551-8090) or by sending your request and a duplicating fee to the SEC's Public Reference Section, Washington, DC 20549-0102 or electronically at publicinfo@sec.gov.

Please contact the Credit Suisse Funds to obtain, without charge, the SAI, Annual and Semiannual Reports and other information, and to make shareholder inquiries:

BY TELEPHONE:

800-222-8977

BY FACSIMILE:

888-606-8252

BY MAIL:

Credit Suisse Trust

P.O. Box 55030

Boston, MA 02205-5030

BY OVERNIGHT OR COURIER SERVICE:

Boston Financial Data Services, Inc.

Attn: Credit Suisse Trust

30 Dan Road

Canton, MA 02021-2809

ON THE INTERNET:

www.credit-suisse.com/us

The portfolio's SAI and Annual and Semiannual Reports are available on Credit Suisse's website, www.credit-suisse.com/us.

SEC file number:

Credit Suisse Trust  811-07261

P.O. BOX 55030, BOSTON, MA 02205-5030

800-222-8977 n WWW.CREDIT-SUISSE.COM/US

CREDIT SUISSE ASSET MANAGEMENT SECURITIES, INC., DISTRIBUTOR.  TRMCC-PRO-0509




CREDIT SUISSE FUNDS

Prospectus

May 1, 2009

CREDIT SUISSE TRUST

n   U.S. EQUITY FLEX IV PORTFOLIO

Credit Suisse Trust shares are not available directly to individual investors, but may be offered only through certain insurance products and pension and retirement plans.

As with all mutual funds, the Securities and Exchange Commission (SEC) has not approved these securities, nor has it passed upon the adequacy or accuracy of this Prospectus . It is a criminal offense to state otherwise.

The Trust is advised by Credit Suisse Asset Management, LLC.




C ONTENTS

KEY POINTS     4    
Goal and Principal Strategies     4    
A Word About Risk     5    
Investor Profile     6    
PERFORMANCE SUMMARY     7    
Year-by-Year Total Returns     7    
Average Annual Total Returns     8    
INVESTOR EXPENSES     9    
Fees and Portfolio Expenses     9    
Example     10    
THE PORTFOLIO IN DETAIL     11    
The Management Firm     11    
Portfolio Information Key     11    
Goal and Strategies     12    
Portfolio Investments     14    
Risk Factors     14    
Portfolio Management     15    
Financial Highlights     16    
MORE ABOUT RISK     17    
Introduction     17    
Types of Investment Risk     17    
Certain Investment Practices     20    
MEET THE MANAGER     24    
MORE ABOUT YOUR PORTFOLIO     25    
Share Valuation     25    
Distributions     26    
Taxes     26    
Statements and Reports     27    
BUYING AND SELLING SHARES     29    
OTHER INFORMATION     31    
About The Distributor     31    
FOR MORE INFORMATION     back cover    

 


3



KEY POINTS

GOAL AND PRINCIPAL STRATEGIES

GOAL   PRINCIPAL STRATEGIES   PRINCIPAL RISK FACTOR  
Capital growth   n Invests, under normal market conditions, at least 80% of its net assets, plus any borrowings for investment purposes, in equity securities of U.S. companies.
n Seeks to outperform the Russell 3000 ® Index, which is designed to measure the performance of the largest 3000 U.S. companies representing approximately 98% of the investable U.S. equity market
n Generally will (i) purchase securities, either directly or through derivatives, in an amount up to approximately 130% of its net assets and (ii) sell securities short (which means, sell borrowed securities with the intention of repurchasing them for a profit on the expectation that the market price will drop), either directly or through derivatives, in an amount up to approximately 30% of its net assets
n Uses proprietary quantitative models designed to:
n forecast the expected relative return of stocks by analyzing a number of fundamental factors, including a company's relative valuation, use of capital, management's approach to financial reporting, profitability, realized and expected growth potential and level and trend of earnings and share price
n identify stocks that are likely to suffer declines in price if market conditions deteriorate and either limit the portfolio's overall long exposure or increase the portfolio's overall short exposure to such low quality stocks and
n help determine the portfolio's relative exposure to different industry sectors by analyzing sector performance under different market scenarios
n Maintains investment attributes that are similar to those of the basket of securities included in the Russell 3000 ® Index and intends to limit its divergence from the that index in terms of market, industry and sector exposures
n May invest in equity securities without regard to market capitalization
  n Derivatives risk
n Leveraging risk
n Market risk
n Model risk
n Short sales risk
n Small companies
n Special-situation companies
 

 


4



g   A WORD ABOUT RISK

All investments involve some level of risk. Simply defined, risk is the possibility that you will lose money or not make money.

Principal risk factors for the portfolio are discussed below. Before you invest, please make sure you understand the risks that apply to the portfolio. As with any mutual fund, you could lose money over any period of time.

Investments in the portfolio are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

DERIVATIVES RISK

Derivatives, such as options, forwards, futures and swap agreements (see "Certain Investment Practices" table beginning on page 20), are financial contracts whose value depends on, or is derived from, the value of an underlying asset, reference rate or index. The portfolio typically uses derivatives as a substitute for taking a position in the underlying asset and/or as part of a strategy designed to reduce exposure to other risks, such as interest rate risk. The portfolio may also use derivatives for leverage. The portfolio's use of derivative instruments involves risk different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Derivatives are subject to the following risks described below—correlation risk, liquidity risk, interest-rate risk, market risk and credit risk. Also, suitable derivative transactions may not be available in all circumstances and there can be no assurance that the portfolio will engage in these transactions to reduce exposure to other risks when that would be beneficial.

LEVERAGING RISK

When the portfolio uses leverage through activities such as borrowing, entering into short sales, purchasing securities on margin or on a "when-issued" basis or purchasing derivative instruments in an effort to increase its returns, the portfolio has the risk of magnified capital losses that occur when losses affect an asset base, enlarged by borrowings or the creation of liabilities, that exceeds the net assets of the portfolio. The net asset value of the portfolio when employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the portfolio to pay interest.

MARKET RISK

The market value of a security may fluctuate, sometimes rapidly and unpredictably. These fluctuations, which are often referred to as "volatility," may cause a security to be worth less than it was worth at an earlier time. Market risk may affect a single issuer, industry, sector of the economy, or the market as a whole. Market risk is common to most investments—including stocks and bonds and the mutual funds that invest in them.

MODEL RISK

The portfolio bears the risk that the proprietary quantitative models used by the portfolio manager will not be successful in identifying securities that


5



will help the portfolio achieve its investment objective, causing the portfolio to underperform its benchmark or other funds with a similar investment objective.

SHORT SALES RISK

Short sales expose the portfolio to the risk that it will be required to cover its short position at a time when the securities have appreciated in value, thus resulting in a loss to the portfolio. The portfolio's loss on a short sale could theoretically be unlimited in a case where the portfolio is unable, for whatever reason, to close out its short position. Short sales also involve transaction and other costs that will reduce potential gains and increase potential portfolio losses. The use by the portfolio of short sales in combination with long positions in its portfolio in an attempt to improve performance may not be successful and may result in greater losses or lower positive returns than if the portfolio held only long positions. It is possible that the portfolio's long equity positions will decline in value at the same time that the value of the securities it has sold short increases, thereby increasing potential losses to the portfolio. In addition, the portfolio's short selling strategies may limit its ability to fully benefit from increases in the equity markets. Short selling also involves a form of financial leverage that may exaggerate any losses realized by the portfolio. Also, there is the risk that the counterparty to a short sale may fail to honor its contractual terms, causing a loss to the portfolio.

SMALL COMPANIES

Small companies may have less-experienced management, limited product lines, unproven track records or inadequate capital reserves. Their securities may carry increased market, liquidity, information and other risks. Key information about the company may be inaccurate or unavailable.

SPECIAL-SITUATION COMPANIES

"Special situations" are unusual developments that affect a company's market value. Examples include mergers, acquisitions and reorganizations. Securities of special-situation companies may decline in value if the anticipated benefits of the special situation do not materialize.

g   INVESTOR PROFILE

This portfolio is designed for investors who:

n   are investing for long-term goals

n   are willing to assume the risk of losing money in exchange for attractive potential long-term returns

n   are investing for capital growth

n   want to diversify their investments with stock funds

It may NOT be appropriate if you:

n   are investing for a shorter time horizon

n   are uncomfortable with an investment that will fluctuate in value

n   are looking for income

You should base your investment decision on your own goals, risk preferences and time horizon.


6



PERFORMANCE SUMMARY

The bar chart below and the table on the next page provide an indication of the risks of investing in the portfolio. The bar chart shows you how the portfolio's performance has varied from year to year for up to 10 years. The table compares the performance of the portfolio over time to that of a broad-based securities market index. The bar chart and table do not reflect additional charges and expenses which are, or may be, imposed under the variable contracts or plans; such charges and expenses are described in the prospectus of the insurance company separate account or in the plan documents or other informational materials supplied by plan sponsors. Inclusion of these charges would reduce the total return for the periods shown. As with all mutual funds, past performance is not a prediction of future performance.

*    The portfolio adopted investment strategies that became effective on June 1, 2005 so that its holdings are selected using quantitative stock selection models rather than a more traditional fundamental analysis approach. Effective May 1, 2009, the portfolio adopted new investment strategies through which it invests primarily in U.S. equity securities using a "flexible 130/30 strategy" in an attempt to outperform the Russell 3000 ® Index. Investors should be aware that performance information prior to June 1, 2005 does not reflect the investment strategies used between June 1, 2005 and May 1, 2009, and that performance information shown above does not reflect the current investment strategies of the portfolio. Prior May 1, 2009, the portfolio was known as "Blue Chip Portfolio."


7



AVERAGE ANNUAL TOTAL RETURNS 1

PERIOD ENDED 12/31/08:   ONE YEAR
2008
  FIVE YEARS
2004-2008
  LIFE OF
PORTFOLIO
  INCEPTION
DATE
 
U.S. EQUITY FLEX IV PORTFOLIO     -35.69 %     -1.56 %     -2.28 %     11/30/01    
S&P 500 INDEX 2 (REFLECTS NO
DEDUCTIONS FOR FEES AND EXPENSES)
    -37.00 %     -2.19 %     -1.39 % 3        

 

   1   Performance information shown above does not reflect the current investment strategies of the portfolio. Effective May 1, 2009, the Russell 3000 ® Index replaced the S&P 500 Index as the benchmark-index for the portfolio.

   2   The S&P 500 Index is an unmanaged index (with no defined investment objective) of common stocks. It includes reinvestment of dividends, and is a registered trademark of The McGraw-Hill Companies, Inc. Investors cannot invest directly in an index.

   3   Performance since December 1, 2001.

UNDERSTANDING PERFORMANCE

   n    Total return tells you how much an investment in the portfolio has changed in value over a given time period. It assumes that all dividends and capital gains (if any) were reinvested in additional shares. The change in value can be stated either as a cumulative return or as an average annual rate of return .

   n   A cumulative total return is the actual return of an investment for a specified period. The year-by-year total returns in the bar chart are examples of one-year cumulative total returns.

   n   An average annual total return applies to periods longer than one year. It smoothes out the variations in year-by-year performance to tell you what constant annual return would have produced the investment's actual cumulative return. This gives you an idea of an investment's annual contribution to your portfolio, assuming you held it for the entire period.

   n   Because of compounding, the average annual total returns in the table cannot be computed by averaging the returns in the bar chart.


8



INVESTOR EXPENSES

FEES AND PORTFOLIO EXPENSES

This table describes the fees and expenses you may pay as a shareholder. Annual portfolio operating expenses are estimated for the fiscal year ending December 31, 2009. The table below and the example on the next page do not reflect additional charges and expenses which are, or may be, imposed under the variable contracts or plans; such charges and expenses are described in the prospectus of the insurance company separate account or in the plan documents or other informational materials supplied by plan sponsors. If such charges and expenses were reflected in the table and example, the expenses shown below would have been higher. The portfolio's expenses should be considered with these charges and expenses in evaluating the overall cost of investing in the separate account.

Shareholder fees
(paid directly from your investment)
 
Sales charge (load) on purchases     N/A    
Deferred sales charge (load)     N/A    
Sales charge (load) on reinvested distributions     N/A    
Redemption fees     N/A    
Exchange fees     N/A    
Annual portfolio operating expenses
(deducted from portfolio assets)
 
Management fee     0.50 %  
Distribution and service (12b-1) fee     NONE    
Other expenses  
Dividends on short sales 1       0.70 %  
All other expenses     1.53 %  
Total annual portfolio operating expenses 2       2.73 %  

 

  1   Dividends on short sales are dividends paid to lenders on borrowed securities. These expenses relating to dividends on short sales will vary depending on whether the securities the portfolio sells short pay dividends and on the size of such dividends.

   2   Credit Suisse Asset Management, LLC has voluntarily agreed to waive a portion of its fees payable by the portfolio. Expected fees and expenses for the fiscal year ending December 31, 2009 (after waivers and expense reimbursements or credits) are shown below. Fee waivers and expense reimbursements are voluntary and may be discontinued at any time. Credit Suisse Asset Management, LLC will not reimburse the portfolio for any expenses relating to dividends on short sales.

EXPENSES AFTER WAIVERS
AND REIMBURSEMENTS
 
Management fee     0.00 %  
Distribution and service (12b-1) fee     NONE    
Other expenses  
Dividends on short sales     0.70 %  
All other expenses     0.95 %  
Net annual portfolio operating expenses     1.65 %  

 


9



EXAMPLE

This example may help you compare the cost of investing in the portfolio with the cost of investing in other mutual funds. Because it uses hypothetical conditions, your actual costs may be higher or lower.

Assume you invest $10,000, the portfolio returns 5% annually, expense ratios remain as listed in the table on the previous page (before fee waivers, expense reimbursements or credits), and you close your account at the end of each of the time periods shown. Based on these assumptions, your cost would be:

ONE
YEAR
  THREE
YEARS
  FIVE
YEARS
  TEN
YEARS
 
$ 276     $ 847     $ 1,445     $ 3,061    

 


10



THE PORTFOLIO IN DETAIL

g   THE MANAGEMENT FIRM

CREDIT SUISSE ASSET
MANAGEMENT, LLC

Eleven Madison Avenue
New York, NY 10010

n   Investment adviser for the portfolio

n   Responsible for managing the portfolio's assets according to its goal and strategies

n   Is part of the asset management business of Credit Suisse, one of the world's leading banks

n   Credit Suisse provides its clients with investment banking, private banking and asset management services worldwide. The asset management business of Credit Suisse is comprised of a number of legal entities around the world that are subject to distinct regulatory requirements

For easier reading, Credit Suisse Asset Management, LLC will be referred to as "Credit Suisse" or "we" throughout this Prospectus .

Credit Suisse's contractual fee for advisory services to the portfolio is 0.50%. For the 2008 fiscal year, the portfolio did not pay Credit Suisse for advisory services, due to voluntary fee waivers.

A discussion regarding the basis for the Board of Trustees' approval of the investment advisory contract of the portfolio is available in the portfolio's Annual Report to shareholders for the period ended December 31, 2008.

g   PORTFOLIO INFORMATION KEY

A concise description of the portfolio follows. The description provides the following information:

GOAL AND STRATEGIES

The portfolio's particular investment goal and the strategies it intends to use in pursuing that goal. Percentages of portfolio assets are based on total assets unless indicated otherwise.

PORTFOLIO INVESTMENTS

The principal types of securities in which the portfolio invests. Secondary investments are described in "More About Risk."

RISK FACTOR

The principal risk factor associated with the portfolio. Additional risk factors are included in "More About Risk."

PORTFOLIO MANAGEMENT

The individual designated by the investment adviser to handle the portfolio's day-to-day management.

FINANCIAL HIGHLIGHTS

A table showing the portfolio's audited financial performance for up to five years. Certain information in the table reflects financial results for a single portfolio share.

n    Total return How much you would have earned or lost on an investment in the portfolio, assuming you had reinvested all dividend and capital-gain distributions.


11



n    Portfolio turnover An indication of trading frequency. The portfolio may sell securities without regard to the length of time they have been held. A high turnover rate may increase the portfolio's transaction costs and negatively affect its performance.

The Annual Report includes the independent registered public accounting firm's report, along with the portfolio's financial statements. It is available free upon request through the methods described on the back cover of this Prospectus .

g   GOAL AND STRATEGIES

The portfolio seeks capital growth. To pursue this goal, it invests, under normal market conditions, at least 80% of its net assets, plus any borrowings for investment purposes, in equity securities of U.S. companies. The portfolio will consist of the securities of companies included within the Russell 3000 ® Index (the "Benchmark"), as well as other companies that the portfolio manager deems to have similar characteristics to the companies included in the Benchmark. The Benchmark is designed to measure the performance of the largest 3000 U.S. companies, representing approximately 98% of the investable U.S. equity market. As of March 31, 2009, the Benchmark had a market capitalization range of approximately $2 million to $338.866 billion.

The portfolio generally will (i) purchase securities (i.e., hold long positions), either directly or through derivatives, in an amount up to approximately 130% of its net assets and (ii) sell securities short (i.e., hold short positions), either directly or through derivatives, in an amount up to approximately 30% of its net assets. (Selling securities short means selling borrowed securities with the intention of repurchasing them for a profit on the expectation that the market price will drop.) The portfolio intends to maintain an approximate net 100% long exposure to the equity market (i.e., long market value minus short market value). The long and short positions held by the portfolio may vary over time depending on the relative performance of the portfolio's securities selections and the availability of attractive investment opportunities.

The term "flex" in the portfolio's name refers to the ability of the portfolio to vary from 100% to 130% its long positions and to vary from 0% to 30% its short positions, based on market conditions. While the portfolio intends to utilize short exposure, under certain conditions, it may be entirely long. In a traditional fund that does not permit short sales of securities, the fund's adviser can at most assign a zero weighting to securities that the adviser expects to underperform. With respect to the portfolio, however, the portfolio manager may actually sell securities short that it views as likely to decline in value or underperform. Additionally, the ability of the portfolio to sell securities short generally enables the portfolio to invest in additional securities as long positions while normally keeping the overall net exposure to the market the same as a traditional long-only strategy.

The portfolio intends to maintain an approximate net 100% long exposure to


12



the equity market (i.e., long market value minus short market value). The long and short positions held by the portfolio may vary over time depending on the relative performance of the portfolio's securities selections and the availability of attractive investment opportunities. In times of unusual or adverse market, economic or political conditions, the portfolio's long positions may be closer to 100% and/or its short positions may be closer to 0% of its net assets.

The portfolio follows quantitative portfolio management techniques rather than a traditional fundamental equity research approach. The portfolio manager selects securities for the portfolio using proprietary quantitative models, which are designed to:

n   forecast the expected relative return of stocks by analyzing a number of fundamental factors, including a company's relative valuation, use of capital, management's approach to financial reporting, profitability, realized and expected growth potential and level and trend of earnings and share price

n   identify stocks that are likely to suffer declines in price if market conditions deteriorate and either limit the portfolio's overall long exposure or increase the portfolio's overall short exposure to such low quality stocks and

n   help determine the portfolio's relative exposure to different industry sectors by analyzing sector performance under different market scenarios

The portfolio manager applies these models to companies that are represented in the Benchmark, as well as other companies that it deems to have similar characteristics to the companies included in the Benchmark. The portfolio normally will be managed by both overweighting and underweighting certain securities and selling short certain securities relative to the Benchmark, using the proprietary quantitative models discussed above and based on the expected return and the risks associated with individual securities considered relative to the portfolio as a whole, among other characteristics. In general, the portfolio will seek to maintain investment attributes that are similar to those of the basket of securities included in the Benchmark, and intends to limit its divergence from the Benchmark in terms of market, industry and sector exposures. The portfolio may invest in equity securities without regard to market capitalization.

The portfolio manager generally holds a long or short position until the quantitative stock selection models described above indicate that such position be reduced or eliminated, although the portfolio manager is not required to reduce or eliminate the position under those circumstances. The portfolio manager may also reduce or eliminate a position in a security for a variety of reasons, such as to realize profits or take advantage of better investment opportunities.

Some companies may cease to be represented in the Benchmark after the portfolio has purchased their securities. The portfolio is not required to sell securities solely because the issuers are no longer represented in the Benchmark, and may continue to hold such securities.


13



The portfolio's 80% investment policy may be changed by the Board of Trustees on 60 days' notice to shareholders. The portfolio's investment objective may be changed without shareholder approval.

g   PORTFOLIO INVESTMENTS

The portfolio invests primarily in:

n   common stocks

n   preferred stocks

n   securities convertible into common stocks

n   securities whose values are based on common stock, such as rights and warrants

The portfolio invests primarily in U.S. equity securities, including both listed and unlisted securities, but may also invest in non-U.S. securities and restricted securities or other instruments with no ready market (see "Certain Investment Practices" table beginning on page 20). The portfolio may also engage in other investment practices, such as investing or using options, forwards, futures, swaps and other types of derivative instruments in seeking to achieve its investment objective or for hedging purposes.

g   RISK FACTORS

This portfolio's principal risk factors are:

n   derivatives risk

n   leveraging risk

n   market risk

n   model risk

n   short sales risk

n   small companies

n   special-situation companies

The portfolio's use of derivative instruments involves risk different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments.

When the portfolio uses leverage, the portfolio has the risk of magnified capital losses that occur when losses affect an asset base, enlarged by borrowings or the creation of liabilities, that exceeds the net assets of the portfolio. The net asset value of the portfolio when employing leverage will be more volatile and sensitive to market movements.

The value of your investment will fluctuate in response to stock market movements.

The portfolio bears the risk that the proprietary quantitative models used by the portfolio manager will not be successful in identifying securities that will help the portfolio achieve its investment objectives, causing the portfolio to underperform its benchmark or other funds with a similar investment objective.

Short sales expose the portfolio to the risk that it will be required to cover its short position at a time when the securities have appreciated in value, thus resulting in a loss to the portfolio. The portfolio's loss on a short sale could theoretically be unlimited in a


14



case where the portfolio is unable, for whatever reason, to close out its short position. The use by a portfolio of short sales in combination with long positions in its portfolio in an attempt to improve performance may not be successful and may result in greater losses or lower positive returns than if the portfolio held only long positions.

Investing in small companies may expose the portfolio to increase market, liquidity and information risks. These risks are defined in "More About Risk."

Securities of companies in "special situations" may decline in value and hurt the portfolio's performance if the anticipated benefits of the special situation do not materialize.

"More About Risk" details certain other investment practices the portfolio may use. Please read that section carefully before you invest.

g   PORTFOLIO MANAGEMENT

Jordan Low is responsible for the day-to-day portfolio management of the portfolio. Mr. Low is supported by a team of investment professionals from the Credit Suisse Quantitative Equities Group. See "Meet the Manager."


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FINANCIAL HIGHLIGHTS

The figures below have been audited by the portfolio's independent registered public accounting firm, PricewaterhouseCoopers LLP, whose report on the portfolio's financial statements is included in the portfolio's Annual Report . The total returns do not reflect additional charges and expenses which are, or may be, imposed under the variable contracts or plans; if such charges and expenses were reflected, total returns would be lower.

FOR THE YEAR ENDED DECEMBER 31:   2008   2007   2006   2005   2004  
Per share data  
Net asset value, beginning of year   $ 12.74     $ 11.95     $ 10.41     $ 9.91     $ 9.15    
Investment Operations  
Net investment income     0.13       0.12       0.10       0.09       0.08    
Net gain (loss) on investments and foreign currency
related items (both realized and unrealized)
    (4.65 )     0.78       1.53       0.48       0.75    
Total from investment operations     (4.52 )     0.90       1.63       0.57       0.83    
Less Dividends  
Dividends from net investment income     (0.11 )     (0.11 )     (0.09 )     (0.07 )     (0.07 )  
Net asset value, end of year   $ 8.11     $ 12.74     $ 11.95     $ 10.41     $ 9.91    
Total return 1     (35.69 )%     7.56 %     15.79 %     5.78 %     9.13 %  
Ratios and supplemental data  
Net assets, end of year (000s omitted)   $ 6,945     $ 10,848     $ 10,867     $ 11,108     $ 13,437    
Ratio of expenses to average net assets     0.95 %     0.95 %     0.95 %     1.04 %     1.16 %  
Ratio of net investment income to average
net assets
    1.30 %     0.86 %     0.88 %     0.74 %     0.69 %  
Decrease reflected in above operating expense
ratios due to waivers/reimbursements
    1.08 %     0.47 %     0.58 %     0.47 %     0.50 %  
Portfolio turnover rate     170 %     124 %     131 %     114 %     47 %  

 

1   Total returns are historical and assume changes in share price and reinvestment of all dividends and distributions. Had certain expenses not been reduced during the years shown, total returns would have been lower. Total returns do not reflect charges and expenses attributable to any particular variable contract or plan.


16




MORE ABOUT RISK

g   INTRODUCTION

The portfolio's goal and principal strategies largely determine its risk profile. You will find a concise description of the portfolio's risk profile in "Key Points." The preceding discussion of the portfolio contains more detailed information. This section discusses other risks that may affect the portfolio.

The portfolio may use certain investment practices that have higher risks associated with them. However, the portfolio has limitations and policies designed to reduce many of the risks. The "Certain Investment Practices" table describes these practices and the limitations on their use.

The portfolio offers its shares to (1) insurance company separate accounts that fund both variable annuity contracts and variable life insurance contracts and (2) tax-qualified pension and retirement plans including participant-directed plans which elect to make the portfolio an investment option for plan participants. Due to differences of tax treatment and other considerations, the interests of various variable contract owners and plan participants participating in the portfolio may conflict. The Board of Trustees will monitor the portfolio for any material conflicts that may arise and will determine what action, if any, should be taken. If a conflict occurs, the Board may require one or more insurance company separate accounts and/or plans to withdraw its investments in the portfolio, which may cause the portfolio to sell securities at disadvantageous prices and disrupt orderly portfolio management. The Board also may refuse to sell shares of the portfolio to any variable contract or plan or may suspend or terminate the offering of shares of the portfolio if such action is required by law or regulatory authority or is in the best interests of the shareholders of the portfolio.

g   TYPES OF INVESTMENT RISK

The following risks are referred to throughout this Prospectus .

PRINCIPAL RISK FACTORS

Derivatives Risk Derivatives, such as options, forwards, futures and swap agreements (see "Certain Investment Practices" table beginning on page 20), are financial contracts whose value depends on, or is derived from, the value of an underlying asset, reference rate or index. The portfolio typically uses derivatives as a substitute for taking a position in the underlying asset and/or as part of a strategy designed to reduce exposure to other risks, such as interest rate risk. The portfolio may also use derivatives for leverage. The portfolio's use of derivative instruments involves risk different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Derivatives are subject to the following risks described below – correlation risk, liquidity risk, interest-rate risk, market risk and credit risk. Also, suitable derivative transactions may not be available in all circumstances and there can be no


17



assurance that the portfolio will engage in these transactions to reduce exposure to other risks when that would be beneficial.

Leveraging Risk When the portfolio uses leverage through activities such as borrowing, entering into short sales, purchasing securities on margin or on a "when-issued" basis or purchasing derivative instruments in an effort to increase its returns, the portfolio has the risk of magnified capital losses that occur when losses affect an asset base, enlarged by borrowings or the creation of liabilities, that exceeds the net assets of the portfolio. The net asset value of the portfolio when employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the portfolio to pay interest.

Market Risk The market value of a security may fluctuate, sometimes rapidly and unpredictably. These fluctuations, which are often referred to as "volatility," may cause a security to be worth less than it was worth at an earlier time. Market risk may affect a single issuer, industry, sector of the economy, or the market as a whole. Market risk is common to most investments – including stocks and bonds and the mutual funds that invest in them.

Model Risk The portfolio bears the risk that the proprietary quantitative models used by the portfolio manager will not be successful in identifying securities that will help the portfolio achieve its investment objectives, causing the portfolio to underperform its benchmark or other funds with a similar investment objective.

Short Sales Risk Short sales expose the portfolio to the risk that it will be required to cover its short position at a time when the securities have appreciated in value, thus resulting in a loss to the portfolio. The portfolio's loss on a short sale could theoretically be unlimited in a case where the portfolio is unable, for whatever reason, to close out its short position. Short sales also involve transaction and other costs that will reduce potential gains and increase potential portfolio losses. The use by the portfolio of short sales in combination with long positions in its portfolio in an attempt to improve performance may not be successful and may result in greater losses or lower positive returns than if the portfolio held only long positions. It is possible that the portfolio's long equity positions will decline in value at the same time that the value of the securities it has sold short increases, thereby increasing potential losses to the portfolio. In addition, the portfolio's short selling strategies may limit its ability to fully benefit from increases in the equity markets. Short selling also involves a form of financial leverage that may exaggerate any losses realized by the portfolio. Also, there is the risk that the counterparty to a short sale may fail to honor its contractual terms, causing a loss to the portfolio.

Small Companies Small companies may have less-experienced management, limited product lines, unproven track records or inadequate


18



capital reserves. Their securities may carry increased market, liquidity, information and other risks. Key information about the company may be inaccurate or unavailable.

Special-Situation Companies "Special situations " are unusual developments that affect a company's market value. Examples include mergers, acquisitions and reorganizations. Securities of special-situation companies may decline in value if the anticipated benefits of the special situation do not materialize.

OTHER RISK FACTORS

Correlation Risk The risk that changes in the value of an instrument used for hedging purposes will not match those of the investment being hedged.

Credit Risk The issuer of a security or the counterparty to a contract may default or otherwise become unable to honor a financial obligation.

Exposure Risk The risk associated with investments (such as derivatives) or practices (such as short selling) that increase the amount of money the portfolio could gain or lose on an investment.

n    Hedged Exposure risk could multiply losses generated by a derivative or practice used for hedging purposes. Such losses should be substantially offset by gains on the hedged investment. However, while hedging can reduce or eliminate losses, it can also reduce or eliminate gains.

n    Speculative To the extent that a derivative or practice is not used as a hedge, the portfolio is directly exposed to its risks. Potential losses from speculative positions in a derivative, such as writing uncovered call options, and from speculative short sales, are unlimited.

Information Risk Key information about an issuer, security or market may be inaccurate or unavailable.

Interest-rate Risk Changes in interest rates may cause a decline in the market value of an investment.

Liquidity Risk Certain portfolio securities may be difficult or impossible to sell at the time and the price that the portfolio would like. The portfolio may have to lower the price, sell other securities instead or forgo an investment opportunity. Any of these could have a negative effect on portfolio management or performance.

Regulatory Risk Governments, agencies or other regulatory bodies may adopt or change laws or regulations that could adversely affect an issuer, the market value of a security, or the portfolio's performance.

Valuation Risk The lack of an active trading market may make it difficult to obtain an accurate price for a portfolio security.


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CERTAIN INVESTMENT PRACTICES

For each of the following practices, this table shows the applicable investment limitation. Risks are indicated for each practice.

KEY TO TABLE:

n   Permitted without limitation; does not indicate actual use

20%  Bold type (e.g., 20%) represents an investment limitation as a percentage of net portfolio assets; does not indicate actual use

20%  Roman type (e.g., 20%) represents an investment limitation as a percentage of total portfolio assets; does not indicate actual use

o   Permitted, but not expected to be used to a significant extent

INVESTMENT PRACTICE   LIMIT  
Borrowing The borrowing of money from banks to meet redemptions or for other
temporary or emergency purposes. Leveraging, speculative exposure risk .
    33 1 / 3 %    
Equity and equity-related securities Common stocks and other securities representing or
related to ownership in a company. May also include warrants, rights, options, preferred
stocks and convertible debt securities. These investments may go down in value due to stock
market movements or negative company or industry events. Liquidity, market, valuation risks .
    n    

 


20



INVESTMENT PRACTICE   LIMIT  
Futures and options on futures Futures contracts traded on an exchange that enable the portfolio to
hedge against or speculate on future changes in currency values, interest rates or stock
indexes. Futures obligate the portfolio (or give it the right, in the case of options) to receive
or make payment at a specific future time based on those future changes. 1 Correlation,
derivatives, hedged exposure, interest-rate, leveraging, market, speculative exposure risks . 2
  o  
Options Instruments that provide a right to buy (call) or sell (put) a particular security,
currency or index of securities at a fixed price within a certain time period. The portfolio may
purchase or sell (write) both put and call options for hedging or speculative purposes. 1
Correlation, credit, derivatives, hedged exposure, leveraging, liquidity, market, speculative
exposure, valuation risks .
  25 %  
Real-estate investment trusts (REITs) Pooled investment vehicles that invest primarily in
income-producing real estate or real estate related loans or interests. Credit, liquidity,
interest-rate, market risks .
  o  
Restricted and other illiquid securities Certain securities with restrictions on trading, or
those not actively traded. May include private placements. Liquidity, market, valuation risks .
  15 %  
Sector concentration Investing more than 25% of the portfolio's net assets in a market
sector. Performance will largely depend on the sector's performance, which may differ in
direction and degree from that of the overall stock market. Financial, economic, business,
political and other developments affecting the sector will have a greater effect on the portfolio.
  o  
Securities lending Lending portfolio securities to financial institutions; the portfolio receives
cash, U.S. government securities or bank letters of credit as collateral. Credit, liquidity, market risks .
  33 1 / 3 %  

 

1   The portfolio is not obligated to pursue any hedging strategy. In addition, hedging practices may not be available, may be too costly to be used effectively or may be unable to be used for other reasons.

2   The portfolio is limited to using 5% of net assets for amounts necessary for initial margin and premiums on futures positions considered to be speculative.


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INVESTMENT PRACTICE   LIMIT  
Short positions Selling borrowed securities with the intention of repurchasing them for a
profit on the expectation that the market will drop. If the portfolio were to take short positions
in stocks that increase in value, then the portfolio would have to repurchase the securities at
that higher price and it would be likely to underperform similar mutual funds that do not take
short positions. Leveraging, liquidity, market, short sales, speculative exposure risks .
  30 %  
Short sales "against the box" A short sale where the portfolio owns enough shares of the security
involved to cover the borrowed securities, if necessary. Liquidity, market, short sales, speculative
exposure risks .
  10 %  
Short-term trading Selling a security shortly after purchase. A fund engaging in short-term
trading will have higher turnover and transaction expenses. Increased short-term capital gains
distributions could raise shareholders' income tax liability.
  o  
Small companies Companies with small relative market capitalizations, including those
with continuous operations of less than three years. Information, liquidity, market, valuation risks .
  n  
Special-situation companies Companies experiencing unusual developments affecting
their market values. Special situations may include acquisition, consolidation, reorganization,
recapitalization, merger, liquidation, special distribution, tender or exchange offer, or
potentially favorable litigation. Securities of a special-situation company could decline in
value and hurt the portfolio's performance if the anticipated benefits of the special situation
do not materialize. Information, market risks .
  n  
Structured instruments Swaps, structured securities and other instruments that allow the
portfolio to gain access to the performance of a benchmark asset (such as an index or
selected stocks) where the portfolio's direct investment is restricted. Credit, currency,
derivatives, information, interest-rate, leveraging, liquidity, market, speculative exposure,
valuation risks .
  o  

 


22



INVESTMENT PRACTICE   LIMIT  
Swaps A contract between the portfolio and another party in which the parties agree to
exchange streams of payments based on certain benchmarks, such as market indices or
currency or interest rates. For example, the portfolio may use swaps to gain access to the
performance of a benchmark asset (such as an index or one or more stock) where the
portfolio's direct investment is restricted. Credit, derivatives, information, interest-rate,
leveraging, liquidity, market, speculative exposure, valuation risks.
  n  
Temporary defensive tactics Placing some or all of the portfolio's assets in investments
such as money-market obligations and investment-grade debt securities for defensive
purposes. Although intended to avoid losses in adverse market, economic, political or other
conditions, defensive tactics might be inconsistent with the portfolio's principal investment
strategies and might prevent the portfolio from achieving its goal.
  o  
Warrants Options issued by a company granting the holder the right to buy certain
securities, generally common stock, at a specified price and usually for a limited time.
Liquidity, market, speculative exposure risks .
  10 %  
When-issued securities and forward commitments The purchase or sale of securities
for delivery at a future date; market value may change before delivery. Liquidity, market,
speculative exposure risks .
  20 %  

 


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MEET THE MANAGER

Jordan Low is responsible for the day-to-day portfolio management of the portfolio. Mr. Low is supported by a team of investment professionals from the Credit Suisse Quantitative Equities Group.

Jordan Low, Director, is global head of research and portfolio management for quantitative equity products. Mr. Low has been the portfolio's portfolio manager since February 2008. He joined Credit Suisse in February 2008. Mr. Low joined Credit Suisse Group in 2005 and was the US Head of Statistical Trading within the global proprietary trading business of the Investment Bank. Prior to joining Credit Suisse, Mr. Low worked for Deutsche Bank from 2002 to 2005 and for Morgan Stanley from 2001 to 2002 focusing on statistical arbitrage, fundamental and microstructure strategies as well as volatility arbitrage. Mr. Low holds B.S. in Computer Science, Management (Finance), Economics and Mathematics, and Master of Engineering in Computer Science, all from Massachusetts Institute of Technology. Mr. Low is a CFA charter holder and a member of the New York Society of Security Analysts as well as the Society of Quantitative Analysts.

The Statement of Additional Information (SAI) provides additional information about the portfolio manager's compensation, other accounts managed by the portfolio manager and the portfolio manager's ownership of securities in the portfolio.

Job titles indicate position with the investment adviser.


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MORE ABOUT YOUR PORTFOLIO

g   SHARE VALUATION

The net asset value (NAV) NAV is determined at the close of regular trading on the New York Stock Exchange (NYSE) (usually 4 p.m. Eastern Time) each day the NYSE is open for business. It is calculated by dividing the portfolio's total assets, less its liabilities, by the number of its shares outstanding.

The portfolio's equity investments are valued at market value, which is generally determined using the closing price on the exchange or market on which the security is primarily traded at the time of valuation (the "Valuation Time"). If no sales are reported, equity investments are generally valued at the most recent bid quotation as of the Valuation Time or at the lowest asked quotation in the case of a short sale of securities. Debt securities with a remaining maturity greater than 60 days are valued in accordance with the price supplied by a pricing service, which may use a matrix, formula or other objective method that takes into consideration market indices, yield curves and other specific adjustments. Debt obligations that will mature in 60 days or less are valued on the basis of amortized cost, which approximates market value, unless it is determined that this method would not represent fair value. Investments in mutual funds are valued at the mutual fund's closing NAV per share on the day of valuation. Securities and other assets for which market quotations are not readily available, or whose values have been materially affected by events occurring before the portfolio's Valuation Time but after the close of the securities' primary markets, are valued at fair value as determined in good faith by, or under the direction of, the Board of Trustees under procedures established by the Board of Trustees. The portfolio may utilize a service provided by an independent third party which has been approved by the Board of Trustees to fair value certain securities.

The portfolio may also use fair value procedures if Credit Suisse determines that a significant event has occurred between the time at which a market price is determined and the time at which the portfolio's net asset value is calculated. In particular, the value of foreign securities may be materially affected by events occurring after the close of the market on which they are valued, but before the portfolio prices its shares. The portfolio uses a fair value model developed by an independent third party pricing service to price foreign equity securities on days when there is a certain percentage change in the value of a domestic equity security index, as such percentage may be determined by Credit Suisse from time to time.

The portfolio's fair valuation policies are designed to reduce dilution and other adverse effects on long-term shareholders of trading practices that seek to take advantage of "stale" or otherwise inaccurate prices. When fair value pricing is employed, the prices of securities used by the portfolio to calculate its NAV may differ from quoted or published prices for the same


25



securities. Valuing securities at fair value involves greater reliance on judgment than valuation of securities based on readily available market quotations. A portfolio that uses fair value to price securities may value those securities higher or lower than another fund using market quotations or its own fair value procedures to price the same securities. There can be no assurance that the portfolio could obtain the fair value assigned to a security if it were to sell the security at approximately the time at which the portfolio determines its NAV.

Some portfolio securities may be listed on foreign exchanges that are open on days (such as U.S. holidays) when the portfolio does not compute its price. This could cause the value of the portfolio's investments to be affected by trading on days when you cannot buy or sell shares.

g   DISTRIBUTIONS

As a portfolio investor, you will receive distributions.

The portfolio earns dividends from stocks and interest from bond, money market and other investments. These are passed along as dividend distributions. The portfolio realizes capital gains whenever it sells securities for a higher price than it paid for them. These are passed along as capital gain distributions.

The portfolio typically distributes dividends and capital gains annually. The portfolio may make additional distributions at other times if necessary to avoid a federal tax. Unless otherwise specified, distributions will be reinvested automatically in additional shares of the portfolio.

Estimated year-end distribution information, including record and payment dates, generally will be available late in the year at www.credit-suisse.com/us or by calling 800-222-8977.

g   TAXES

The portfolio intends to comply with the diversification and investor control requirements currently imposed by the Internal Revenue Code of 1986, as amended (the "Code") on separate accounts of insurance companies as a condition of maintaining the tax-deferred status of variable contracts. The portfolio furthermore intends to qualify and be taxed each year as a "regulated investment company" under Subchapter M of the Code. In order to qualify to be taxed as a regulated investment company, the portfolio must meet certain income and asset diversification tests and distribution and investor control requirements. As a regulated investment company meeting these requirements, the portfolio will not be subject to federal income tax on its taxable net investment income and net capital gains that it distributes to its shareholders.

Shares of the portfolio may be purchased only through variable contracts and pension and retirement plans. Under current tax law, distributions that are left to accumulate in a variable annuity or life insurance


26



contract are not subject to federal income tax until they are withdrawn from the contract. Distributions made by the portfolio to an insurance company separate account, and exchanges and redemptions of portfolio shares made by a separate account, ordinarily do not cause the corresponding contract holder to recognize income or gain for federal income tax purposes. For a discussion of the tax status of a variable contract or pension or retirement plan, refer to the prospectus of the sponsoring participating insurance company separate account or plan documents or other informational materials supplied by plan sponsors.

In order to comply with the diversification requirements applicable to "segregated asset accounts" under the Code, the portfolio intends to structure its portfolio in a manner that complies with those requirements. The applicable Treasury regulations generally provide that, as of the end of each calendar quarter or within 30 days thereafter, no more than 55% of the total assets of an account may be represented by any one investment, no more than 70% by any two investments, no more than 80% by any three investments, and no more than 90% by any four investments. For this purpose all securities of the same issuer are considered a single investment, but in the case of government securities, each government agency or instrumentality is considered to be a separate issuer. So long as the portfolio qualifies as a "regulated investment company," each segregated asset account investing in the portfolio will be entitled to "look through" to the portfolio's assets in order to satisfy the diversification requirements. An alternative asset diversification test may be satisfied under certain circumstances. As noted above, the portfolio may sell its shares directly to separate accounts established and maintained by insurance companies for the purpose of funding variable annuity and variable life insurance contracts and to certain qualified pension and retirement plans; if the portfolio were to sell its shares to other categories of shareholders, the portfolio may fail to comply with applicable United States Treasury Department requirements regarding investor control. If the portfolio should fail to comply with the diversification or investor control requirements or fail to qualify as a regulated investment company under the Code, contracts invested in the portfolio would not be treated as annuity, endowment or life insurance contracts under the Code, and all income and gain earned inside the contracts would be taxed currently to the policyholders and would remain subject to taxation as ordinary income thereafter, even if the portfolio were to become adequately diversified.

Because each contract holder's situation is unique, ask your tax professional about the tax consequences of your investment.

g   STATEMENTS AND REPORTS

The portfolio produces financial reports, which include a list of the portfolio's holdings, semiannually and


27



updates its Prospectus annually. The portfolio generally does not hold shareholder meetings. To reduce expenses by eliminating duplicate mailings to the same address, the portfolio may choose to mail only one report, Prospectus or proxy statement to your household, even if more than one person in the household has an account with the portfolio. If you would like to receive additional reports, Prospectuses or proxy statements, please call 800-222-8977.

The portfolio discloses its portfolio holdings and certain of the portfolio's statistical characteristics, such as industry diversification, as of the end of each calendar month on its website, www.credit-suisse.com/us. This information is posted on the portfolio's website after the end of each month and generally remains available until the portfolio holdings and other information as of the end of the next calendar month are posted on the website. A description of the portfolio's policies and procedures with respect to disclosure of its portfolio securities is available in the portfolio's SAI .


28



BUYING AND SELLING SHARES

You may not buy or sell shares of the portfolio directly; you may only buy or sell shares through variable annuity contracts and variable life insurance contracts offered by separate accounts of certain insurance companies or through tax-qualified pension and retirement plans. The portfolio may not be available in connection with a particular contract or plan.

An insurance company's separate accounts buy and sell shares of the portfolio at NAV, without any sales or other charges. Each insurance company receives orders from its contract holders to buy or sell shares of the portfolio on any business day that the portfolio calculates its NAV. If the order is received by the insurance company prior to the close of regular trading on the NYSE, the order will be executed at that day's NAV.

Plan participants may buy shares of the portfolio through their plan by directing the plan trustee to buy shares for their account in a manner similar to that described above for variable annuity and variable life insurance contracts. You should contact your plan sponsor concerning the appropriate procedure for investing in the portfolio.

The portfolio reserves the right to:

n   change or discontinue its exchange privilege after 60 days' notice to current investors, or temporarily suspend this privilege during unusual market conditions

n   charge a wire-redemption fee

n   make a "redemption in kind" – payment in portfolio securities rather than cash – for certain large redemption amounts that could hurt portfolio operations

n   suspend redemptions or postpone payment dates as permitted by law (such as during periods other than weekends or holidays when the NYSE is closed or trading on the NYSE is restricted, or any other time that the SEC permits)

n   stop offering its shares for a period of time (such as when management believes that a substantial increase in assets could adversely affect it)

g   FREQUENT PURCHASES AND
g   SALES OF PORTFOLIO SHARES

Frequent purchases and redemptions of portfolio shares present risks to the contract owners or plan participants who hold shares of the portfolio through their annuity contracts or pension plans over the long term. These risks include the potential for dilution in the value of portfolio shares; interference with the efficient management of the portfolio, such as the need to keep a larger portion of the portfolio invested in cash or short-term securities, or to sell securities, rather than maintaining full investment in securities selected to achieve the portfolio's investment objective; losses on the sale of investments resulting from the need to sell securities at less favorable prices; and increased brokerage and administrative costs. These risks may be greater for portfolios investing in securities that are believed to be more susceptible to pricing discrepancies, such as foreign securities, high yield debt securities and small capitalization securities, as


29



certain investors may seek to make short-term trades as part of strategies aimed at taking advantage of "stale" or otherwise inaccurate prices for portfolio holdings (e.g., "time zone arbitrage").

The portfolio will take steps to detect and eliminate excessive trading in portfolio shares, pursuant to the portfolio's policies as described in this Prospectus and approved by the Board of Trustees. The portfolio defines excessive trading or "market timing" as two round trips (purchase and redemption of comparable assets) by an investor within 60 days. A contract owner or plan participant that is determined to be engaged in market timing will be restricted from making future purchases or exchange purchases in any of the Credit Suisse Funds. The portfolio's distributor enters into agreements with intermediaries such as insurance company separate accounts and tax-qualified pension and retirement plans that require such intermediaries to provide certain information to help detect frequent trading activity by their contract holders or plan participants and to eliminate frequent trading by these contract holders and plan participants.

The portfolio reserves the right to reject a purchase or exchange purchase order for any reason with or without prior notice to the insurance contract or plan. In particular, the portfolio reserves the right to reject a purchase or an exchange purchase order from any insurance contract or plan that in its opinion has not taken effective steps to detect and prevent frequent purchases and sales of portfolio shares.

The portfolio has also adopted fair valuation policies to protect the portfolio from "time zone arbitrage" with respect to foreign securities holdings and other trading practices that seek to take advantage of "stale" or otherwise inaccurate prices. See "More About Your Portfolio – Share Valuation."

There can be no assurance that these policies and procedures will be effective in limiting excessive trading in all cases. Also, contract holders and plan participants who invest in the portfolio through insurance company separate accounts and plans may be subject to the policies and procedures of their insurance companies and plans with respect to excessive trading of portfolio shares, which may define market timing differently than the portfolio does and have different consequences associated with it.

The portfolio's policies and procedures may be modified or terminated at any time upon notice of material changes to shareholders and prospective investors.


30



OTHER INFORMATION

g   ABOUT THE DISTRIBUTOR

Credit Suisse Asset Management Securities, Inc. (CSAMSI), an affiliate of Credit Suisse Asset Management, LLC, serves as distributor of the portfolio's shares. CSAMSI or its affiliates (including Credit Suisse Asset Management, LLC) may make payments out of their own resources to firms offering shares of the portfolio for providing administration, subaccounting, transfer agency and/or other services.

CSAMSI or its affiliates may also make payments out of past profits and other available sources for marketing, promotional or related expenses. Such payments may be made to insurance companies and other entities offering shares of the portfolio and/or providing services with respect to such shares. The amount of these payments is determined by CSAMSI or its affiliates and may be substantial. For further information on the distributor's payments for distribution and shareholder servicing, see "Management of the Trust – Distribution and Shareholder Servicing" in the SAI.


31




FOR MORE INFORMATION

This Prospectus is intended for use in connection with certain insurance products and pension and retirement plans. Please refer to the prospectus of the sponsoring participating insurance company separate account or to the plan documents or other informational materials supplied by plan sponsors for information regarding distributions and instructions on purchasing or selling a variable contract and on how to select the portfolio as an investment option for a variable contract or plan. More information about the portfolio is available free upon request, including the following:

g   ANNUAL/SEMIANNUAL
g   REPORTS TO SHAREHOLDERS

Includes financial statements, portfolio investments and detailed performance information.

The Annual Report also contains a letter from the portfolio manager discussing market conditions and investment strategies that significantly affected portfolio performance during its past fiscal year.

g   OTHER INFORMATION

A current SAI , which provides more details about the portfolio, is on file with the SEC and is incorporated by reference.

You may visit the EDGAR Database on the SEC's Internet website (www.sec.gov) to view the SAI , Annual and Semiannual Reports , material incorporated by reference and other information. You can also obtain copies by visiting the SEC's Public Reference Room in Washington, DC (phone 202-551-8090) or by sending your request and a duplicating fee to the SEC's Public Reference Section, Washington, DC 20549-0102 or electronically at publicinfo@sec.gov.

Please contact the Credit Suisse Funds to obtain, without charge, the SAI, Annual and Semiannual Reports and other information, and to make shareholder inquiries:

BY TELEPHONE:

800-222-8977

BY FACSIMILE:

888-606-8252

BY MAIL:

Credit Suisse Trust

P.O. Box 55030

Boston, MA 02205-5030

BY OVERNIGHT OR COURIER SERVICE:

Boston Financial Data Services, Inc.

Attn: Credit Suisse Trust

30 Dan Road

Canton, MA 02021-2809

ON THE INTERNET:

www.credit-suisse.com/us

The portfolio's SAI and Annual and Semiannual Reports are available on Credit Suisse's website, www.credit-suisse.com/us.

SEC File Number:

Credit Suisse Trust  811-07261

P.O. BOX 55030, BOSTON, MA 02205-5030

800-222-8977 n WWW.CREDIT-SUISSE.COM/US

CREDIT SUISSE ASSET MANAGEMENT SECURITIES, INC., DISTRIBUTOR.  TRBLC-PRO-0509




CREDIT SUISSE FUNDS

Prospectus

May 1, 2009

CREDIT SUISSE TRUST
n   INTERNATIONAL EQUITY FLEX I PORTFOLIO

Credit Suisse Trust shares are not available directly to individual investors, but may be offered only through certain insurance products and pension and retirement plans.

As with all mutual funds, the Securities and Exchange Commission (SEC) has not approved these securities, nor has it passed upon the adequacy or accuracy of this Prospectus . It is a criminal offense to state otherwise.

The Trust is advised by Credit Suisse Asset Management, LLC.

This prospectus will not be generally distributed or circulated in India. The portfolio shares may not be offered or sold directly or indirectly, in India or to any residents of India, except as permitted by applicable Indian laws and regulations.




C ONTENTS

KEY POINTS     4    
Goal and Principal Strategies     4    
A Word About Risk     5    
Investor Profile     7    
PERFORMANCE SUMMARY     8    
Year-by-Year Total Returns     8    
Average Annual Total Returns     9    
INVESTOR EXPENSES     10    
Fees and Portfolio Expenses     10    
Example     11    
THE PORTFOLIO IN DETAIL     12    
The Management Firms     12    
Portfolio Information Key     12    
Goal and Strategies     13    
Portfolio Investments     15    
Risk Factors     15    
Portfolio Management     16    
Financial Highlights     17    
MORE ABOUT RISK     18    
Introduction     18    
Types of Investment Risk     18    
Certain Investment Practices     22    
MEET THE MANAGERS     26    
MORE ABOUT YOUR PORTFOLIO     27    
Share Valuation     27    
Distributions     28    
Taxes     28    
Statements and Reports     29    
BUYING AND SELLING SHARES     31    
OTHER INFORMATION     33    
About the Distributor     33    
FOR MORE INFORMATION     back cover    

 


3



KEY POINTS

GOAL AND PRINCIPAL STRATEGIES

GOAL   PRINCIPAL STRATEGIES   PRINCIPAL RISK FACTORS  
Capital appreciation   n Invests, under normal market conditions, at least 80% of its net assets, plus any borrowings for investment purposes, in equity securities of foreign companies and derivatives providing exposure to equity securities of foreign companies
n Seeks to outperform the MSCI EAFE Index, which is designed to measure the performance of equities in developed markets outside of North America, which include Europe, Australasia (Australia & New Zealand) and the Far East
n Generally will (i) purchase securities, either directly or through derivatives, in an amount up to approximately 130% of its net assets and (ii) sell securities short (which means, sell borrowed securities with the intention of repurchasing them for a profit on the expectation that the market price will drop), either directly or through derivatives, in an amount up to approximately 30% of its net assets
n Uses proprietary quantitative models designed to:
n forecast the expected relative return of stocks by analyzing a number of fundamental factors, including a company's relative valuation, use of capital, management's approach to financial reporting, profitability, realized and expected growth potential and level and trend of earnings and share price
n identify stocks that are likely to suffer declines in price if market conditions deteriorate and either limit the portfolio's overall long exposure or increase the portfolio's overall short exposure to such low quality stocks and
n help determine the portfolio's relative exposure to different industry sectors by analyzing sector performance under different market scenarios
n Maintains investment attributes that are similar to those of the basket of securities included in the MSCI EAFE Index and intends to limit its divergence from the that index in terms of market, industry and sector exposures
n May invest in equity securities without regard to market capitalization
  n Derivatives risk
n Foreign securities risk
n Leveraging risk
n Market risk
n Model risk
n Short sales risk
n Small companies
n Special-situation companies
 

 


4



g   A WORD ABOUT RISK

All investments involve some level of risk. Simply defined, risk is the possibility that you will lose money or not make money.

Principal risk factors for the portfolio are discussed below. Before you invest, please make sure you understand the risks that apply to the portfolio. As with any mutual fund, you could lose money over any period of time.

Investments in the portfolio are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

DERIVATIVES RISK

Derivatives, such as options, forwards, futures and swap agreements (see "Certain Investment Practices" table beginning on page 22), are financial contracts whose value depends on, or is derived from, the value of an underlying asset, reference rate or index. The portfolio typically uses derivatives as a substitute for taking a position in the underlying asset and/or as part of a strategy designed to reduce exposure to other risks, such as interest rate or currency risks. The portfolio may also use derivatives for leverage. The portfolio's use of derivative instruments involves risk different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Derivatives are subject to the following risks described below – correlation risk, liquidity risk, interest-rate risk, market risk and credit risk. Also, suitable derivative transactions may not be available in all circumstances and there can be no assurance that the portfolio will engage in these transactions to reduce exposure to other risks when that would be beneficial.

FOREIGN SECURITIES RISK

A portfolio that invests outside the United States carries additional risks that include:

n    Currency Risk Fluctuations in exchange rates between the U.S. dollar and foreign currencies may negatively affect an investment. Adverse changes in exchange rates may erode or reverse any gains produced by foreign-currency-denominated investments and may widen any losses. Although the portfolio may seek to reduce currency risk by hedging part or all of its exposure to various foreign currencies, it is not required to do so.

n    Information Risk Key information about an issuer, security or market may be inaccurate or unavailable.

n    Political Risk Foreign governments may expropriate assets, impose capital or currency controls, impose punitive taxes, or nationalize a company or industry. Any of these actions could have a severe effect on security prices and impair the portfolio's ability to bring its capital or income back to the United States Other political risks include


5



economic-policy changes, social and political instability, military action and war.

LEVERAGING RISK

When the portfolio uses leverage through activities such as borrowing, entering into short sales, purchasing securities on margin or on a "when-issued" basis or purchasing derivative instruments in an effort to increase its returns, the portfolio has the risk of magnified capital losses that occur when losses affect an asset base, enlarged by borrowings or the creation of liabilities, that exceeds the net assets of the portfolio. The net asset value of the portfolio when employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the portfolio to pay interest.

MARKET RISK

The market value of a security may fluctuate, sometimes rapidly and unpredictably. These fluctuations, which are often referred to as "volatility," may cause a security to be worth less than it was worth at an earlier time. Market risk may affect a single issuer, industry, sector of the economy, or the market as a whole. Market risk is common to most investments—including stocks and bonds, and the mutual funds that invest in them.

MODEL RISK

The portfolio bears the risk that the proprietary quantitative models used by the portfolio manager will not be successful in identifying securities that will help the portfolio achieve its investment objectives, causing the portfolio to underperform its benchmark or other funds with a similar investment objective.

SHORT SALES RISK

Short sales expose the portfolio to the risk that it will be required to cover its short position at a time when the securities have appreciated in value, thus resulting in a loss to the portfolio. The portfolio's loss on a short sale could theoretically be unlimited in a case where the portfolio is unable, for whatever reason, to close out its short position. Short sales also involve transaction and other costs that will reduce potential gains and increase potential portfolio losses. The use by the portfolio of short sales in combination with long positions in its portfolio in an attempt to improve performance may not be successful and may result in greater losses or lower positive returns than if the portfolio held only long positions. It is possible that the portfolio's long equity positions will decline in value at the same time that the value of the securities it has sold short increases, thereby increasing potential losses to the portfolio. In addition, the portfolio's short selling strategies may limit its ability to fully


6



benefit from increases in the equity markets. Short selling also involves a form of financial leverage that may exaggerate any losses realized by the portfolio. Also, there is the risk that the counterparty to a short sale may fail to honor its contractual terms, causing a loss to the portfolio.

SMALL COMPANIES

Small companies may have less-experienced management, limited product lines, unproven track records or inadequate capital reserves. Their securities may carry increased market, liquidity, information and other risks. Key information about the company may be inaccurate or unavailable.

SPECIAL-SITUATION COMPANIES

"Special situations" are unusual developments that affect a company's market value. Examples include mergers, acquisitions and reorganizations. Securities of special-situation companies may decline in value if the anticipated benefits of the special situation do not materialize.

g   INVESTOR PROFILE

This portfolio is designed for investors who:

n   are investing for long-term goals

n   are willing to assume the risk of losing money in exchange for attractive potential long-term returns

n   are investing for capital appreciation

n   want to diversify their investments internationally

It may NOT be appropriate if you:

n   are investing for a shorter time horizon

n   are uncomfortable with an investment that will fluctuate in value

n   want to limit your exposure to foreign securities

n   are looking for income

You should base your investment decision on your own goals, risk preferences and time horizon.


7



PERFORMANCE SUMMARY

The bar chart below and the table on the next page provide an indication of the risks of investing in the portfolio. The bar chart shows you how the portfolio's performance has varied from year to year for up to 10 years. The table compares the portfolio's performance over time to that of a broad-based securities market index. The bar chart and table do not reflect additional charges and expenses which are, or may be, imposed under the variable contracts or plans; such charges and expenses are described in the prospectus of the insurance company separate account or in the plan documents or other informational materials supplied by plan sponsors. Inclusion of these charges and expenses would reduce the total return for the periods shown. As with all mutual funds, past performance is not a prediction of future performance.

  *  Effective May 1, 2009, the portfolio adopted new investment strategies so that its holdings are selected using quantitative stock selection models rather than a more traditional fundamental analysis approach and through which it invests primarily in foreign equity securities using a "flexible 130/30 strategy" in an attempt to outperform the MSCI EAFE Index. Investors should be aware that performance information shown above does not reflect the current investment strategies of the portfolio. Prior to May 1, 2009, the portfolio was known as "International Focus Portfolio."


8



AVERAGE ANNUAL TOTAL RETURNS 1

PERIOD ENDED 12/31/08:   ONE YEAR
2008
  FIVE YEARS
2004-2008
  TEN YEARS
1999-2008
  INCEPTION
DATE
 
INTERNATIONAL EQUITY
FLEX I PORTFOLIO
    -41.03 %     1.91 %     0.35 %     6/30/95    
MSCI EAFE INDEX 2
(NET DIVIDENDS)
(REFLECTS NO DEDUCTIONS
FOR FEES AND EXPENSES)
    -45.09 %     -0.81 %     -1.26 %          

 

   1   Performance information shown above does not reflect the current investment strategies of the portfolio.

   2   The Morgan Stanley Capital International EAFE Index (net dividends) (Europe, Australasia and Far East) (MSCI EAFE) is a free float-adjusted market capitalization index that is designed to measure developed-market equity performance, excluding the U.S. and Canada. It is the exclusive property of Morgan Stanley Capital International Inc. Investors cannot invest directly in an index.

UNDERSTANDING PERFORMANCE

   n    Total return tells you how much an investment in the portfolio has changed in value over a given time period. It assumes that all dividends and capital gains (if any) were reinvested in additional shares. The change in value can be stated either as a cumulative return or as an average annual rate of return .

   n   A cumulative total return is the actual return of an investment for a specified period. The year-by-year total returns in the bar chart are examples of one-year cumulative total returns.

   n    An average annual total return applies to periods longer than one year. It smoothes out the variations in year-by-year performance to tell you what constant annual return would have produced the investment's actual cumulative return. This gives you an idea of an investment's annual contribution to your portfolio, assuming you held it for the entire period.

   n   Because of compounding, the average annual total returns in the table cannot be computed by averaging the returns in the bar chart.


9



INVESTOR EXPENSES

FEES AND PORTFOLIO EXPENSES

This table describes the fees and expenses you may pay as a shareholder. Annual portfolio operating expenses are estimated for the fiscal year ending December 31, 2009. The table below and the example on the following page do not reflect additional charges and expenses which are, or may be, imposed under the variable contracts or plans; such charges and expenses are described in the prospectus of the insurance company separate account or in the plan documents or other informational materials supplied by plan sponsors. If such charges and expenses were reflected in the table and example, the expenses shown below would have been higher. The portfolio's expenses should be considered with these charges and expenses in evaluating the overall cost of investing in the separate account.

Shareholder fees
(paid directly from your investment)
 
Sales charge (load) on purchases     N/A    
Deferred sales charge (load)     N/A    
Sales charge (load) on reinvested distributions     N/A    
Redemption fees     N/A    
Exchange fees     N/A    
Annual portfolio operating expenses
(deducted from portfolio assets)
 
Management fee     1.00 %  
Distribution and service (12b-1) fee     NONE    
Other expenses          
Dividends on short sales 1     0.80 %  
All other expenses     0.34 %  
Total annual portfolio operating expenses     2.14 %  

 

   1   Dividends on short sales are dividends paid to lenders on borrowed securities. These expenses relating to dividends on short sales will vary depending on whether the securities the portfolio sells short pay dividends and on the size of such dividends.


10



EXAMPLE

This example may help you compare the cost of investing in the portfolio with the cost of investing in other mutual funds. Because it uses hypothetical conditions, your actual costs may be higher or lower.

Assume you invest $10,000, the portfolio returns 5% annually, expense ratios remain as listed in the table on the previous page, and you close your account at the end of each of the time periods shown. Based on these assumptions, your cost would be:

ONE YEAR   THREE YEARS   FIVE YEARS   TEN YEARS  
$ 217     $ 670     $ 1,149     $ 2,472    

 


11



THE PORTFOLIO IN DETAIL

g   THE MANAGEMENT FIRMS

CREDIT SUISSE ASSET
MANAGEMENT, LLC

Eleven Madison Avenue
New York, NY 10010

n   Investment adviser for the portfolio

n   Responsible for managing the portfolio's assets according to its goal and strategies

n   Is part of the asset management business of Credit Suisse, one of the world's leading banks

n   Credit Suisse provides its clients with investment banking, private banking and asset management services worldwide. The asset management business of Credit Suisse is comprised of a number of legal entities around the world that are subject to distinct regulatory requirements

For easier reading, Credit Suisse Asset Management, LLC will be referred to as "Credit Suisse" or "we" throughout this Prospectus .

For the 2008 fiscal year, the portfolio paid Credit Suisse 1.00% of its average net assets for advisory services.

A discussion regarding the basis for the Board of Trustees' approval of the investment advisory and sub-advisory contracts of the portfolio is available in the portfolio's Annual Report to shareholders for the period ended December 31, 2008.

g   PORTFOLIO INFORMATION KEY

A concise description of the portfolio follows. The description provides the following information:

GOAL AND STRATEGIES

The portfolio's particular investment goal and the strategies it intends to use in pursuing that goal. Percentages of portfolio assets are based on total assets unless indicated otherwise.

PORTFOLIO INVESTMENTS

The principal types of securities in which the portfolio invests. Secondary investments are described in "More About Risk."

RISK FACTORS

The principal risk factors associated with the portfolio. Additional risk factors are included in "More About Risk."

PORTFOLIO MANAGEMENT

The individuals designated by the investment adviser to handle the portfolio's day-to-day management.

FINANCIAL HIGHLIGHTS

A table showing the portfolio's audited financial performance for up to five years. Certain information in the table reflects financial results for a single portfolio share.

n    Total return How much you would have earned or lost on an investment in the portfolio, assuming you had reinvested all dividend and capital-gain distributions.


12



n    Portfolio turnover An indication of trading frequency. The portfolio may sell securities without regard to the length of time they have been held. A high turnover rate may increase the portfolio's transaction costs and negatively affect its performance.

The Annual Report includes the independent registered public accounting firm's report, along with the portfolio's financial statements. It is available free upon request through the methods described on the back cover of this Prospectus .

g   GOAL AND STRATEGIES

The portfolio seeks capital appreciation. To pursue this goal, it invests, under normal market conditions, at least 80% of its net assets, plus any borrowings for investment purposes, in equity securities of foreign companies and derivatives providing exposure to equity securities of foreign companies. The portfolio will consist of the securities of companies included within the MSCI EAFE Index (the "Benchmark"), as well as other companies that the portfolio manager deems to have similar characteristics to the companies included in the Benchmark. The Benchmark is designed to measure the performance of equities in developed markets outside of North America, which include Europe, Australasia (Australia & New Zealand) and the Far East. As of March 31, 2009, the Benchmark had a market capitalization range of approximately $482 million to $129.614 billion.

The portfolio generally will (i) purchase securities (i.e., hold long positions), either directly or through derivatives, in an amount up to approximately 130% of its net assets and (ii) sell securities short (i.e., hold short positions), either directly or through derivatives, in an amount up to approximately 30% of its net assets. (Selling securities short means selling borrowed securities with the intention of repurchasing them for a profit on the expectation that the market price will drop.) The portfolio intends to maintain an approximate net 100% long exposure to the equity market (i.e., long market value minus short market value). The long and short positions held by the portfolio may vary over time depending on the relative performance of the portfolio's securities selections and the availability of attractive investment opportunities.

The term "flex" in the portfolio's name refers to the ability of the portfolio to vary from 100% to 130% its long positions and to vary from 0% to 30% its short positions, based on market conditions. While the portfolio intends to utilize short exposure, under certain conditions, it may be entirely long. In a traditional fund that does not permit short sales of securities, the fund's adviser can at most assign a zero weighting to securities that the adviser expects to underperform. With respect to the portfolio, however, the portfolio manager may actually sell securities short that it views as likely to decline in value or underperform. Additionally, the ability of the portfolio to sell securities


13



short generally enables the portfolio to invest in additional securities as long positions while normally keeping the overall net exposure to the market the same as a traditional long-only strategy.

The portfolio intends to maintain an approximate net 100% long exposure to the equity market (i.e., long market value minus short market value). The long and short positions held by the portfolio may vary over time depending on the relative performance of the portfolio's securities selections and the availability of attractive investment opportunities. In times of unusual or adverse market, economic or political conditions, the portfolio's long positions may be closer to 100% and/or its short positions may be closer to 0% of its net assets.

The portfolio follows quantitative portfolio management techniques rather than a traditional fundamental equity research approach. The portfolio manager selects securities for the portfolio using proprietary quantitative models, which are designed to:

n   forecast the expected relative return of stocks by analyzing a number of fundamental factors, including a company's relative valuation, use of capital, management's approach to financial reporting, profitability, realized and expected growth potential and level and trend of earnings and share price

n   identify stocks that are likely to suffer declines in price if market conditions deteriorate and either limit the portfolio's overall long exposure or increase the portfolio's overall short exposure to such low quality stocks and

n   help determine the portfolio's relative exposure to different industry sectors by analyzing sector performance under different market scenarios

The portfolio manager applies these models to companies that are represented in the Benchmark, as well as other companies that it deems to have similar characteristics to the companies included in the Benchmark. The portfolio normally will be managed by both overweighting and underweighting certain securities and selling short certain securities relative to the Benchmark, using the proprietary quantitative models discussed above and based on the expected return and the risks associated with individual securities considered relative to the portfolio as a whole, among other characteristics. In general, the portfolio will seek to maintain investment attributes that are similar to those of the basket of securities included in the Benchmark, and intends to limit its divergence from the Benchmark in terms of market, industry and sector exposures. The portfolio may invest in equity securities without regard to market capitalization.

The portfolio manager generally maintains a long or short position until the quantitative stock selection models described above indicate that such position be reduced or eliminated,


14



although the portfolio manager is not required to reduce or eliminate the position under those circumstances. The portfolio manager may also reduce or eliminate a position in a security for a variety of reasons, such as to realize profits or take advantage of better investment opportunities.

Some companies may cease to be represented in the Benchmark after the portfolio has purchased their securities. The portfolio is not required to sell securities solely because the issuers are no longer represented in the Benchmark, and may continue to hold such securities.

The portfolio's 80% investment policy may be changed by the Board of Trustees on 60 days' notice to shareholders. The portfolio's investment objective may be changed without shareholder approval.

g   PORTFOLIO INVESTMENTS

This portfolio's equity holdings may include:

n   common stocks

n   preferred stocks

n   securities convertible into common stocks

n   securities whose values are based on common stock, such as rights and warrants

The portfolio invests primarily in foreign equity securities, including both listed and unlisted securities, but may also invest in foreign securities and restricted securities or other instruments with no ready market (see "Certain Investment Practices" table beginning on page 22). The portfolio may also engage in other investment practices, such as investing or using options, forwards, futures, swaps and other types of derivative instruments in seeking to achieve its investment objective or for hedging purposes.

g   RISK FACTORS

This portfolio's principal risk factors are:

n   derivatives risk

n   foreign securities risk

n   leveraging risk

n   market risk

n   model risk

n   short sales risk

n   small companies

n   special-situation companies

The portfolio's use of derivative instruments involves risk different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments.

Because the portfolio invests internationally, it carries additional risks, including currency, information and political risks. These risks are defined in "More About Risk."

When the portfolio uses leverage, the portfolio has the risk of magnified capital losses that occur when losses affect an asset base, enlarged by borrowings or the creation of liabilities, that exceeds the net assets of the


15



portfolio. The net asset value of the portfolio when employing leverage will be more volatile and sensitive to market movements.

The value of your investment generally will fluctuate in response to stock-market movements.

The portfolio bears the risk that the proprietary quantitative models used by the portfolio manager will not be successful in identifying securities that will help the portfolio achieve its investment objectives, causing the portfolio to underperform the Benchmark or other funds with a similar investment objective.

Short sales expose the portfolio to the risk that it will be required to cover its short position at a time when the securities have appreciated in value, thus resulting in a loss to the portfolio. The portfolio's loss on a short sale could theoretically be unlimited in a case where the portfolio is unable, for whatever reason, to close out its short position. The use by a portfolio of short sales in combination with long positions in its portfolio in an attempt to improve performance may not be successful and may result in greater losses or lower positive returns than if the portfolio held only long positions.

Investing in small companies may expose the portfolio to increase market, liquidity and information risks. These risks are defined in "More About Risk."

Securities of companies in "special situations" may decline in value and hurt the portfolio's performance if the anticipated benefits of the special situation do not materialize.

"More About Risk" details these and certain other investment practices the portfolio may use. Please read that section carefully before you invest.

g   PORTFOLIO MANAGEMENT

Jordan Low is responsible for the day-to-day portfolio management of the portfolio. Mr. Low is supported by a team of investment professionals from the Credit Suisse Quantitative Equities Group. See "Meet the Manager."


16




FINANCIAL HIGHLIGHTS

The figures below have been audited by the portfolio's independent registered public accounting firm, PricewaterhouseCoopers LLP, whose report on the portfolio's financial statements is included in the portfolio's Annual Report . The total returns do not reflect additional charges and expenses which are, or may be, imposed under the variable contracts or plans; if such charges and expenses were reflected, total returns would be lower.

FOR THE YEAR ENDED DECEMBER 31:   2008   2007   2006   2005   2004  
Per share data  
Net asset value, beginning of year   $ 15.85     $ 13.74     $ 11.70     $ 10.04     $ 8.85    
Investment Operations  
Net investment income     0.27       0.22       0.15       0.14       0.11    
Net gain (loss) on investments and foreign currency
related items (both realized and unrealized)
    (6.72 )     2.05       2.02       1.62       1.17    
Total from investment operations     (6.45 )     2.27       2.17       1.76       1.28    
Less Dividends  
Dividends from net investment income     (0.23 )     (0.16 )     (0.13 )     (0.10 )     (0.09 )  
Net asset value, end of year   $ 9.17     $ 15.85     $ 13.74     $ 11.70     $ 10.04    
Total return 1     (41.03 )%     16.60 %     18.65 %     17.56 %     14.63 %  
Ratios and supplemental data  
Net assets, end of year (000s omitted)   $ 48,406     $ 99,146     $ 94,806     $ 92,212     $ 87,301    
Ratio of expenses to average net assets     1.34 %     1.32 %     1.32 %     1.42 %     1.37 %  
Ratio of net investment income to average net assets     2.00 %     1.33 %     1.08 %     1.17 %     0.98 %  
Decrease reflected in above operating expense
ratios due to waivers/reimbursements
          0.01 %     0.04 %              
Portfolio turnover rate     80 %     41 %     37 %     47 %     90 %  

 

1   Total returns are historical and assume changes in share price and reinvestment of all dividends and distributions. Had certain expenses not been reduced during the years shown, total returns would have been lower. Total returns do not reflect charges and expenses attributable to any particular variable contract or plan.


17




MORE ABOUT RISK

g   INTRODUCTION

The portfolio's goal and principal strategies largely determine its risk profile. You will find a concise description of the portfolio's risk profile in "Key Points." The preceding discussion of the portfolio contains more detailed information. This section discusses other risks that may affect the portfolio.

The portfolio may use certain investment practices that have higher risks associated with them. However, the portfolio has limitations and policies designed to reduce many of the risks. The "Certain Investment Practices" table describes these practices and the limitations on their use.

The portfolio offers its shares to (1) insurance company separate accounts that fund both variable annuity contracts and variable life insurance contracts and (2) tax-qualified pension and retirement plans including participant-directed plans which elect to make the portfolio an investment option for plan participants. Due to differences of tax treatment and other considerations, the interests of various variable contract owners and plan participants participating in the portfolio may conflict. The Board of Trustees will monitor the portfolio for any material conflicts that may arise and will determine what action, if any, should be taken. If a conflict occurs, the Board may require one or more insurance company separate accounts and/or plans to withdraw its investments in the portfolio, which may cause the portfolio to sell securities at disadvantageous prices and disrupt orderly portfolio management. The Board also may refuse to sell shares of the portfolio to any variable contract or plan or may suspend or terminate the offering of shares of the portfolio if such action is required by law or regulatory authority or is in the best interests of the shareholders of the portfolio.

g   TYPES OF INVESTMENT RISK

The following risks are referred to throughout this Prospectus .

PRINCIPAL RISK FACTORS

Derivatives Risk Derivatives, such as options, forwards, futures and swap agreements (see "Certain Investment Practices" table beginning on page 22), are financial contracts whose value depends on, or is derived from, the value of an underlying asset, reference rate or index. The portfolio typically uses derivatives as a substitute for taking a position in the underlying asset and/or as part of a strategy designed to reduce exposure to other risks, such as interest rate or currency risks. The portfolio may also use derivatives for leverage. The portfolio's use of derivative instruments involves risk different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Derivatives are subject to the following risks described below – correlation risk, liquidity risk, interest-rate risk, market risk and credit risk. Also, suitable derivative transactions may not be available in all circumstances and there can be no


18



assurance that the portfolio will engage in these transactions to reduce exposure to other risks when that would be beneficial.

Foreign Securities Risk A portfolio that invests outside the United States carries additional risks that include:

n    Currency Risk Fluctuations in exchange rates between the U.S. dollar and foreign currencies may negatively affect an investment. Adverse changes in exchange rates may erode or reverse any gains produced by foreign-currency-denominated investments and may widen any losses. Although the portfolio may seek to reduce currency risk by hedging part or all of its exposure to various foreign currencies, it is not required to do so.

n    Information Risk Key information about an issuer, security or market may be inaccurate or unavailable.

n    Political Risk Foreign governments may expropriate assets, impose capital or currency controls, impose punitive taxes, or nationalize a company or industry. Any of these actions could have a severe effect on security prices and impair the portfolio's ability to bring its capital or income back to the United States. Other political risks include economic policy changes, social and political instability, military action and war.

Leveraging Risk When the portfolio uses leverage through activities such as borrowing, entering into short sales, purchasing securities on margin or on a "when-issued" basis or purchasing derivative instruments in an effort to increase its returns, the portfolio has the risk of magnified capital losses that occur when losses affect an asset base, enlarged by borrowings or the creation of liabilities, that exceeds the net assets of the portfolio. The net asset value of the portfolio when employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the portfolio to pay interest.

Market Risk The market value of a security may fluctuate, sometimes rapidly and unpredictably. These fluctuations, which are often referred to as "volatility," may cause a security to be worth less than it was worth at an earlier time. Market risk may affect a single issuer, industry, sector of the economy, or the market as a whole. Market risk is common to most investments – including stocks and bonds, and the mutual funds that invest in them.

Model Risk The portfolio bears the risk that the proprietary quantitative models used by the portfolio manager will not be successful in identifying securities that will help the portfolio achieve its investment objectives, causing the portfolio to underperform its benchmark or other funds with a similar investment objective.

Short Sales Risk Short sales expose the portfolio to the risk that it will be required to cover its short position at a time when the securities have appreciated in value, thus resulting in a loss to the portfolio. The portfolio's loss


19



on a short sale could theoretically be unlimited in a case where the portfolio is unable, for whatever reason, to close out its short position. Short sales also involve transaction and other costs that will reduce potential gains and increase potential portfolio losses. The use by the portfolio of short sales in combination with long positions in its portfolio in an attempt to improve performance may not be successful and may result in greater losses or lower positive returns than if the portfolio held only long positions. It is possible that the portfolio's long equity positions will decline in value at the same time that the value of the securities it has sold short increases, thereby increasing potential losses to the portfolio. In addition, the portfolio's short selling strategies may limit its ability to fully benefit from increases in the equity markets. Short selling also involves a form of financial leverage that may exaggerate any losses realized by the portfolio. Also, there is the risk that the counterparty to a short sale may fail to honor its contractual terms, causing a loss to the portfolio.

Small Companies Small companies may have less-experienced management, limited product lines, unproven track records or inadequate capital reserves. Their securities may carry increased market, liquidity, information and other risks. Key information about the company may be inaccurate or unavailable.

Special-Situation Companies "Special situations" are unusual developments that affect a company's market value. Examples include mergers, acquisitions and reorganizations. Securities of special-situation companies may decline in value if the anticipated benefits of the special situation do not materialize.

OTHER RISK FACTORS

Access Risk Some countries may restrict the portfolio's access to investments or offer terms that are less advantageous than those for local investors. This could limit the attractive investment opportunities available to the portfolio.

Correlation Risk The risk that changes in the value of an instrument used for hedging purposes will not match those of the investment being hedged.

Credit Risk The issuer of a security or the counterparty to a contract may default or otherwise become unable to honor a financial obligation.

Emerging Markets Risk Investing in emerging (less developed) markets involves higher levels of risk, including increased currency, information, liquidity, market, political and valuation risks. Deficiencies in regulatory oversight, market infrastructure, shareholder protections and company laws could expose the portfolio to operational and other risks as well. Some countries may have restrictions that could limit the portfolio's access to attractive opportunities. Additionally, emerging markets often face serious economic problems (such as high external debt, inflation and unemployment) that could subject the


20



portfolio to increased volatility or substantial declines in value.

Exposure Risk The risk associated with investments (such as derivatives) or practices (such as short selling) that increase the amount of money a portfolio could gain or lose on an investment.

n    Hedged Exposure risk could multiply losses generated by a derivative or practice used for hedging purposes. Such losses should be substantially offset by gains on the hedged investment. However, while hedging can reduce or eliminate losses, it can also reduce or eliminate gains.

n    Speculative To the extent that a derivative or practice is not used as a hedge, the portfolio is directly exposed to its risks. Potential losses from speculative positions, such as writing uncovered call options, and from speculative short sales, are unlimited.

Interest-rate Risk Changes in interest rates may cause a decline in the market value of an investment.

Liquidity Risk Certain portfolio securities may be difficult or impossible to sell at the time and the price that the portfolio would like. The portfolio may have to lower the price, sell other securities instead or forgo an investment opportunity. Any of these could have a negative effect on portfolio management or performance.

Operational Risk Some countries have less-developed securities markets (and related transaction, registration and custody practices) that could subject the portfolio to losses from fraud, negligence, delay or other actions.

Regulatory Risk Governments, agencies or other regulatory bodies may adopt or change laws or regulations that could adversely affect an issuer, the market value of a security, or the portfolio's performance.

Valuation Risk The lack of an active trading market may make it difficult to obtain an accurate price for a portfolio security.


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CERTAIN INVESTMENT PRACTICES

For each of the following practices, this table shows the applicable investment limitation. Risks are indicated for each practice.

KEY TO TABLE:

n   Permitted without limitation; does not indicate actual use

20% Bold type (e.g., 20%) represents an investment limitation as a percentage of net portfolio assets; does not indicate actual use

20% Roman type (e.g., 20%) represents an investment limitation as a percentage of total portfolio assets; does not indicate actual use

o   Permitted, but not expected to be used to a significant extent

INVESTMENT PRACTICE   LIMIT  
Borrowing The borrowing of money from banks to meet redemptions or for other temporary
or emergency purposes. Leveraging, speculative exposure risk.
  33 1 / 3 %  
Country/region focus Investing a significant portion of portfolio assets in a single country or region
Market swings in the targeted country or region will be likely to have a greater effect on portfolio
performance than they would in a more geographically diversified equity portfolio. Currency,
market, political, regulatory risks.
  n  
Currency transactions Instruments, such as options, futures, forwards or swaps, intended to
manage portfolio exposure to currency risk or to enhance total return. Options, futures or forwards
involve the right or obligation to buy or sell a given amount of foreign currency at a specified price
and future date. Swaps involve the right or obligation to receive or make payments based on two
different currency rates. 1 Correlation, credit, currency, derivatives, hedged exposure, leveraging,
liquidity, political, speculative exposure, valuation risks.
  n  
Emerging markets Countries generally considered to be relatively less developed or industrialized.
Emerging markets often face economic problems that could subject the portfolio to increased volatility
or substantial declines in value. Deficiencies in regulatory oversight, market infrastructure, shareholder
protections and company laws could expose the portfolio to risks beyond those generally encountered in
developed countries. Access, currency, emerging markets, information, liquidity, market, operational,
political, regulatory, valuation risks.
  n  
Equity and equity-related securities Common stocks and other securities representing or related to
ownership in a company. May also include warrants, rights, options, preferred stocks and convertible debt
securities. These investments may go down in value due to stock market movements or negative company
or industry events. Liquidity, market, valuation risks.
  n  

 

1   The portfolio is not obligated to pursue any hedging strategy. In addition, hedging practices may not be available, may be too costly to be used effectively or may be unable to be used for other reasons.


22



INVESTMENT PRACTICE   LIMIT  
Foreign securities Securities of foreign issuers. May include depository receipts. Currency, information,
liquidity, market, operational, political, regulatory valuation risks.
  n  
Futures and options on futures Futures contracts traded on an exchange that enable the portfolio to
hedge against or speculate on future changes in currency values, interest rates or stock indexes. Futures
obligate the portfolio (or give it the right, in the case of options) to receive or make payment at a specific
future time based on those future changes. 1 Correlation, currency, derivatives, hedged exposure,
interest-rate, leveraging, market, speculative exposure risks. 2  
  o  
Options Instruments that provide a right to buy (call) or sell (put) a particular security, currency or index of
securities at a fixed price within a certain time period. The portfolio may purchase or sell (write) both put
and call options for hedging or speculative purposes. 1 Correlation, credit, derivatives, hedged exposure,
leveraging, liquidity, market, speculative exposure, valuation risks.
  25 %  
Privatization programs Foreign governments may sell all or part of their interests in enterprises they
own or control. Access, currency, information, liquidity, operational, political, regulatory valuation risks .
  n  
Real-estate investment trusts (REITs) Pooled investment vehicles that invest primarily in income-
producing real estate or real-estate-related loans or interests. Credit, interest-rate, liquidity, market risks.
  o  
Restricted and other illiquid securities Certain securities with restrictions on trading, or those not
actively traded. May include private placements. Liquidity, market, regulatory valuation risks.
  15 %  

 

1   The portfolio is not obligated to pursue any hedging strategy. In addition, hedging practices may not be available, may be too costly to be used effectively or may be unable to be used for other reasons.

2   The portfolio is limited to using 5% of net assets for amounts necessary for initial margin and premiums on futures positions considered to be speculative.


23



INVESTMENT PRACTICE   LIMIT  
Sector concentration Investing more than 25% of the portfolio's net assets in a market sector.
Performance will largely depend on the sector's performance, which may differ in direction and degree
from that of the overall stock market. Financial, economic, business, political and other developments
affecting the sector will have a greater effect on the portfolio.
  o  
Securities lending Lending portfolio securities to financial institutions; the portfolio receives cash, U.S.
government securities or bank letters of credit as collateral. Credit, liquidity, market risks.
  33 1 / 3 %  
Short positions Selling borrowed securities with the intention of repurchasing them for a profit on the
expectation that the market price will drop. If the portfolio were to take short positions in stocks that
increase in value, then the portfolio would have to repurchase the securities at that higher price and it
would be likely to underperform similar mutual funds that do not take short positions. Leveraging, liquidity,
market, short sales, speculative exposure risks.
  30 %  
Short sales "against the box" A short sale when the portfolio owns enough shares of the security
involved to cover the borrowed securities, if necessary. Liquidity, market, short sales, speculative
exposure risks.
  10 %  
Short-term trading Selling a security shortly after purchase. A fund engaging in short-term trading will
have higher turnover and transaction expenses. Increased short-term capital gains distributions could
raise shareholders' income tax liability.
  o  
Small companies Companies with small relative market capitalizations, including those with continuous
operations of less than three years. Information, liquidity, market, valuation risks.
  n  
Special-situation companies Companies experiencing unusual developments affecting their market
values. Special situations may include acquisition, consolidation, reorganization, recapitalization, merger,
liquidation, special distribution, tender or exchange offer, or potentially favorable litigation. Securities of a
special-situation company could decline in value and hurt the portfolio's performance if the anticipated
benefits of the special situation do not materialize. Information, market risks.
  n  

 


24



INVESTMENT PRACTICE   LIMIT  
Structured investments Swaps, structured securities and other instruments that allow the portfolio to
gain access to the performance of a benchmark asset (such as an index or selected stocks) where the
portfolio's direct investment is restricted. Credit, currency, derivatives, information, interest-rate, leveraging,
liquidity, market, political, speculative exposure, valuation risks.
  o  
Swaps A contract between the portfolio and another party in which the parties agree to exchange
streams of payments based on certain benchmarks, such as market indices or currency or interest rates.
For example, the portfolio may use swaps to gain access to the performance of a benchmark asset (such
as an index or one or more stocks) where the portfolio's direct investment is restricted. Credit, currency,
derivatives, information, interest-rate, leveraging, liquidity, market, political, speculative exposure,
valuation risks.
  n  
Temporary defensive tactics Placing some or all of the portfolio's assets in investments such as
money-market obligations and investment-grade debt securities for defensive purposes. Although
intended to avoid losses in adverse market, economic, political or other conditions, defensive tactics
might be inconsistent with the portfolio's principal investment strategies and might prevent the portfolio
from achieving its goal.
  o  
Warrants Options issued by a company granting the holder the right to buy certain securities,
generally common stock, at a specified price and usually for a limited time. Liquidity, market, speculative
exposure risks.
  10 %  
When-issued securities and forward commitments The purchase or sale of securities for delivery
at a future date; market value may change before delivery. Liquidity, market, speculative exposure risks.
  20 %  

 


25



MEET THE MANAGERS

Jordan Low is responsible for the day-to-day portfolio management of the portfolio. Mr. Low is supported by a team of investment professionals from the Credit Suisse Quantitative Equities Group.

Jordan Low, Director, is global head of research and portfolio management for quantitative equity products. Mr. Low has been the portfolio's portfolio manager since May 1, 2009. He joined Credit Suisse in February 2008. Mr. Low joined Credit Suisse Group in 2005 and was the US Head of Statistical Trading within the global proprietary trading business of the Investment Bank. Prior to joining Credit Suisse, Mr. Low worked for Deutsche Bank from 2002 to 2005 and for Morgan Stanley from 2001 to 2002 focusing on statistical arbitrage, fundamental and microstructure strategies as well as volatility arbitrage. Mr. Low holds B.S. in Computer Science, Management (Finance), Economics and Mathematics, and Master of Engineering in Computer Science, all from Massachusetts Institute of Technology. Mr. Low is a CFA charter holder and a member of the New York Society of Security Analysts as well as the Society of Quantitative Analysts.

The Statement of Additional Information (SAI) provides additional information about the portfolio manager's compensation, other accounts managed by the portfolio manager and the portfolio manager's ownership of securities in the portfolio.

Job titles indicate position with the investment adviser.


26




MORE ABOUT YOUR PORTFOLIO

g   SHARE VALUATION

The net asset value (NAV) of the portfolio is determined at the close of regular trading on the New York Stock Exchange (NYSE) (usually 4 p.m. Eastern Time) each day the NYSE is open for business. It is calculated by dividing the portfolio's total assets, less its liabilities, by the number of shares outstanding.

The portfolio's equity investments are valued at market value, which is generally determined using the closing price on the exchange or market on which the security is primarily traded at the time of valuation (the "Valuation Time"). If no sales are reported, equity investments are generally valued at the most recent bid quotation as of the Valuation Time or at the lowest asked quotation in the case of a short sale of securities. Debt securities with a remaining maturity greater than 60 days are valued in accordance with the price supplied by a pricing service, which may use a matrix, formula or other objective method that takes into consideration market indices, yield curves and other specific adjustments. Debt obligations that will mature in 60 days or less are valued on the basis of amortized cost, which approximates market value, unless it is determined that this method would not represent fair value. Investments in mutual funds are valued at the mutual fund's closing NAV per share on the day of valuation. Securities and other assets for which market quotations are not readily available, or whose values have been materially affected by events occurring before the portfolio's Valuation Time but after the close of the securities' primary markets, are valued at fair value as determined in good faith by, or under the direction of, the Board of Trustees under procedures established by the Board of Trustees. The portfolio may utilize a service provided by an independent third party which has been approved by the Board of Trustees to fair value certain securities.

The portfolio may also use fair value procedures if Credit Suisse determines that a significant event has occurred between the time at which a market price is determined and the time at which the portfolio's net asset value is calculated. In particular, the value of foreign securities may be materially affected by events occurring after the close of the market on which they are valued, but before the portfolio prices its shares. The portfolio uses a fair value model developed by an independent third party pricing service to price foreign equity securities on days when there is a certain percentage change in the value of a domestic equity security index, as such percentage may be determined by Credit Suisse from time to time.

The portfolio's fair valuation policies are designed to reduce dilution and other adverse effects on long-term shareholders of trading practices that seek to take advantage of "stale" or otherwise inaccurate prices. When fair value pricing is employed, the prices of securities used by the portfolio to calculate its NAV may differ from quoted or published prices for the same securities. Valuing securities at fair


27



value involves greater reliance on judgment than valuation of securities based on readily available market quotations. A portfolio that uses fair value to price securities may value those securities higher or lower than another fund using market quotations or its own fair value procedures to price the same securities. There can be no assurance that the portfolio could obtain the fair value assigned to a security if it were to sell the security at approximately the time at which the portfolio determines its NAV.

Some portfolio securities may be listed on foreign exchanges that are open on days (such as U.S. holidays) when the portfolio does not compute its prices. This could cause the value of the portfolio's investments to be affected by trading on days when you cannot buy or sell shares.

g   DISTRIBUTIONS

As a portfolio investor, you will receive distributions.

The portfolio earns dividends from stocks and interest from bond, money market and other investments. These are passed along as dividend distributions. The portfolio realizes capital gains whenever it sells securities for a higher price than it paid for them. These are passed along as capital gain distributions.

The portfolio typically distributes dividends and capital gains annually. The portfolio may make additional distributions at other times if necessary to avoid a federal tax. Unless otherwise specified, distributions will be reinvested automatically in additional shares of the portfolio.

Estimated year-end distribution information, including record and payment dates, generally will be available late in the year at www.credit-suisse.com/us or by calling 800-222-8977.

g   TAXES

The portfolio intends to comply with the diversification and investor control requirements currently imposed by the Internal Revenue Code of 1986, as amended (the "Code") on separate accounts of insurance companies as a condition of maintaining the tax-deferred status of variable contracts. The portfolio furthermore intends to qualify and be taxed each year as a "regulated investment company" under Subchapter M of the Code. In order to qualify to be taxed as a regulated investment company, the portfolio must meet certain income and asset diversification tests and distribution and investor control requirements. As a regulated investment company meeting these requirements, the portfolio will not be subject to federal income tax on its taxable net investment income and net capital gains that it distributes to its shareholders.

Shares of the portfolio may be purchased only through variable contracts and pension and retirement plans. Under current tax law, distributions that are left to accumulate in a variable annuity or life insurance contract are not subject to federal income tax until they are withdrawn from the contract. Distributions made by the portfolio to an insurance company


28



separate account, and exchanges and redemptions of portfolio shares made by a separate account, ordinarily do not cause the corresponding contract holder to recognize income or gain for federal income tax purposes. For a discussion of the tax status of a variable contract or pension or retirement plan, refer to the prospectus of the sponsoring participating insurance company separate account or plan documents or other informational materials supplied by plan sponsors.

In order to comply with the diversification requirements applicable to "segregated asset accounts" under the Code, the portfolio intends to structure its portfolio in a manner that complies with those requirements. The applicable Treasury regulations generally provide that, as of the end of each calendar quarter or within 30 days thereafter, no more than 55% of the total assets of an account may be represented by any one investment, no more than 70% by any two investments, no more than 80% by any three investments, and no more than 90% by any four investments. For this purpose all securities of the same issuer are considered a single investment, but in the case of government securities, each government agency or instrumentality is considered to be a separate issuer. So long as the portfolio qualifies as a "regulated investment company," each segregated asset account investing in the portfolio will be entitled to "look through" to the portfolio's assets in order to satisfy the diversification requirements. An alternative asset diversification test may be satisfied under certain circumstances. As noted above, the portfolio may sell its shares directly to separate accounts established and maintained by insurance companies for the purpose of funding variable annuity and variable life insurance contracts and to certain qualified pension and retirement plans; if the portfolio were to sell its shares to other categories of shareholders, the portfolio may fail to comply with applicable United States Treasury Department requirements regarding investor control. If the portfolio should fail to comply with the diversification or investor control requirements or fail to qualify as a regulated investment company under the Code, contracts invested in the portfolio would not be treated as annuity, endowment or life insurance contracts under the Code, and all income and gain earned inside the contracts would be taxed currently to the policyholders and would remain subject to taxation as ordinary income thereafter, even if the portfolio were to become adequately diversified.

Because each contract holder's situation is unique, ask your tax professional about the tax consequences of your investment.

g   STATEMENTS AND REPORTS

The portfolio produces financial reports, which include a list of the portfolio's holdings, semiannually and updates its Prospectus annually. The portfolio generally does not hold shareholder meetings. To reduce expenses by eliminating duplicate


29



mailings to the same address, the portfolio may choose to mail only one report, Prospectus or proxy statement to your household, even if more than one person in the household has an account with the portfolio. If you would like to receive additional reports, Prospectuses or proxy statements, please call 800-222-8977.

The portfolio discloses its portfolio holdings and certain of the portfolio's statistical characteristics, such as industry diversification, as of the end of each calendar month on its website, www.credit-suisse.com/us. This information is posted on the portfolio's website after the end of each month and generally remains available until the portfolio holdings and other information as of the end of the next calendar month are posted on the website. A description of the portfolio's policies and procedures with respect to disclosure of its portfolio securities is available in the portfolio's SAI .


30



BUYING AND SELLING SHARES

You may not buy or sell shares of the portfolio directly; you may only buy or sell shares through variable annuity contracts and variable life insurance contracts offered by separate accounts of certain insurance companies or through tax-qualified pension and retirement plans. The portfolio may not be available in connection with a particular contract or plan.

An insurance company's separate accounts buy and sell shares of the portfolio at NAV, without any sales or other charges. Each insurance company receives orders from its contract holders to buy or sell shares of the portfolio on any business day that the portfolio calculates its NAV. If the order is received by the insurance company prior to the close of regular trading on the NYSE, the order will be executed at that day's NAV.

Plan participants may buy shares of the portfolio through their plan by directing the plan trustee to buy shares for their account in a manner similar to that described above for variable annuity and variable life insurance contracts. You should contact your plan sponsor concerning the appropriate procedure for investing in the portfolio.

The portfolio reserves the right to:

n   change or discontinue its exchange privilege after 60 days' notice to current investors, or temporarily suspend this privilege during unusual market conditions

n   charge a wire redemption fee

n   make a "redemption in kind" – payment in portfolio securities rather than cash – for certain large redemption amounts that could hurt portfolio operations

n   suspend redemptions or postpone payment dates as permitted by law (such as during periods other than weekends or holidays when the NYSE is closed or trading on the NYSE is restricted, or any other time that the SEC permits)

n   stop offering the portfolio's shares for a period of time (such as when management believes that a substantial increase in assets could adversely affect it)

g   FREQUENT PURCHASES AND
g   SALES OF PORTFOLIO SHARES

Frequent purchases and redemptions of portfolio shares present risks to the contract owners or plan participants who hold shares of the portfolio through their annuity contracts or pension plans over the long term. These risks include the potential for dilution in the value of portfolio shares; interference with the efficient management of the portfolio, such as the need to keep a larger portion of the portfolio invested in cash or short-term securities, or to sell securities, rather than maintaining full investment in securities selected to achieve the portfolio's investment objective; losses on the sale of investments resulting from the need to sell securities at less favorable prices; and increased brokerage and administrative costs. These risks may be greater for portfolios investing in securities that are believed to be more susceptible to


31



pricing discrepancies, such as foreign securities, high yield debt securities and small capitalization securities, as certain investors may seek to make short-term trades as part of strategies aimed at taking advantage of "stale" or otherwise inaccurate prices for portfolio holdings (e.g., "time zone arbitrage").

The portfolio will take steps to detect and eliminate excessive trading in portfolio shares, pursuant to the portfolio's policies as described in this Prospectus and approved by the Board of Trustees. The portfolio defines excessive trading or "market timing" as two round trips (purchase and redemption of comparable assets) by an investor within 60 days. A contract owner or plan participant that is determined to be engaged in market timing will be restricted from making future purchases or exchange purchases in any of the Credit Suisse Funds. The portfolio's distributor enters into agreements with intermediaries such as insurance company separate accounts and tax-qualified pension and retirement plans that require such intermediaries to provide certain information to help detect frequent trading activity by their contract holders or plan participants and to eliminate frequent trading by these contract holders and plan participants.

The portfolio reserves the right to reject a purchase or exchange purchase order for any reason with or without prior notice to the insurance contract or plan. In particular, the portfolio reserves the right to reject a purchase or an exchange purchase order from any insurance contract or plan that in its opinion has not taken effective steps to detect and prevent frequent purchases and sales of portfolio shares.

The portfolio has also adopted fair valuation policies to protect the portfolio from "time zone arbitrage" with respect to foreign securities holdings and other trading practices that seek to take advantage of "stale" or otherwise inaccurate prices. See "More About Your Portfolio – Share Valuation."

There can be no assurance that these policies and procedures will be effective in limiting excessive trading in all cases. Also, contract holders and plan participants who invest in the portfolio through insurance company separate accounts and plans may be subject to the policies and procedures of their insurance companies and plans with respect to excessive trading of portfolio shares, which may define market timing differently than the portfolio does and have different consequences associated with it.

The portfolio's policies and procedures may be modified or terminated at any time upon notice of material changes to shareholders and prospective investors.


32



OTHER INFORMATION

g   ABOUT THE DISTRIBUTOR

Credit Suisse Asset Management Securities, Inc. (CSAMSI), an affiliate of Credit Suisse Asset Management, LLC, serves as distributor of the portfolio's shares. CSAMSI or its affiliates (including Credit Suisse Asset Management, LLC) may make payments out of their own resources to firms offering shares of the portfolio for providing administration, subaccounting, transfer agency and/or other services. CSAMSI or its affiliates may also make payments out of past profits and other available sources for marketing, promotional or related expenses. Such payments may be made to insurance companies and other entities offering shares of the portfolio and/or providing services with respect to such shares. The amount of these payments is determined by CSAMSI or its affiliates and may be substantial. For further information on the distributor's payments for distribution and shareholder servicing, see "Management of the Trust – Distribution and Shareholder Servicing" in the SAI .


33



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34



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35




FOR MORE INFORMATION

This Prospectus is intended for use in connection with certain insurance products and pension and retirement plans. Please refer to the prospectus of the sponsoring participating insurance company separate account or to the plan documents or other informational materials supplied by plan sponsors for information regarding distributions and instructions on purchasing or selling a variable contract and on how to select a portfolio as an investment option for a variable contract or plan. More information about the portfolio is available free upon request, including the following:

g   ANNUAL/SEMIANNUAL
g   REPORTS TO SHAREHOLDERS

Includes financial statements, portfolio investments and detailed performance information.

The Annual Report also contains a letter from the portfolio managers discussing market conditions and investment strategies that significantly affected portfolio performance during its past fiscal year.

g   OTHER INFORMATION

A current SAI , which provides more details about the portfolio, is on file with the SEC and is incorporated by reference.

You may visit the EDGAR Database on the SEC's Internet Web site (www.sec.gov) to view the SAI, Annual and Semiannual Reports , material incorporated by reference and other information. You can also obtain copies by visiting the SEC's Public Reference Room in Washington, DC (phone 202-551-8090) or by sending your request and a duplicating fee to the SEC's Public Reference Section, Washington, DC 20549-0102 or electronically at publicinfo@sec.gov.

Please contact the Credit Suisse Funds to obtain, without charge, the SAI, Annual and Semiannual Reports and other information, and to make shareholder inquiries:

BY TELEPHONE:

800-222-8977

BY FACSIMILE:

888-606-8252

BY MAIL:

Credit Suisse Trust

P.O. Box 55030

Boston, MA 02205-5030

BY OVERNIGHT OR COURIER SERVICE:

Boston Financial Data Services, Inc.

Attn: Credit Suisse Trust

30 Dan Road

Canton, MA 02021-2809

ON THE INTERNET:

www.credit-suisse.com/us

The portfolio's SAI and Annual and Semiannual Reports are available on Credit Suisse's website, www.credit-suisse.com/us.

SEC file number:

Credit Suisse Trust  811-07261

P.O. BOX 55030, BOSTON, MA 02205-5030

800-222-8977 n WWW.CREDIT-SUISSE.COM/US

CREDIT SUISSE ASSET MANAGEMENT SECURITIES, INC., DISTRIBUTOR.  TRINT-PRO-0509




CREDIT SUISSE FUNDS

Prospectus

May 1, 2009

CREDIT SUISSE TRUST

n   INTERNATIONAL EQUITY FLEX II PORTFOLIO

Credit Suisse Trust shares are not available directly to individual investors, but may be offered only through certain insurance products and pension and retirement plans.

As with all mutual funds, the Securities and Exchange Commission (SEC) has not approved these securities, nor has it passed upon the adequacy or accuracy of this Prospectus . It is a criminal offense to state otherwise.

The Trust is advised by Credit Suisse Asset Management, LLC.

This prospectus will not be generally distributed or circulated in India. The portfolio shares may not be offered or sold directly or indirectly, in India or to any residents of India, except as permitted by applicable Indian laws and regulations.




C ONTENTS

KEY POINTS     4    
Goal and Principal Strategies     4    
A Word About Risk     5    
Investor Profile     7    
PERFORMANCE SUMMARY     8    
Year-by-Year Total Returns     8    
Average Annual Total Returns     9    
INVESTOR EXPENSES     10    
Fees and Portfolio Expenses     10    
Example     11    
THE PORTFOLIO IN DETAIL     12    
The Management Firms     12    
Portfolio Information Key     12    
Goal and Strategies     13    
Portfolio Investments     15    
Risk Factors     15    
Portfolio Management     16    
Financial Highlights     17    
MORE ABOUT RISK     18    
Introduction     18    
Types of Investment Risk     18    
Certain Investment Practices     22    
MEET THE MANAGERS     26    
MORE ABOUT YOUR PORTFOLIO     27    
Share Valuation     27    
Distributions     28    
Taxes     28    
Statements and Reports     30    
BUYING AND SELLING SHARES     31    
OTHER INFORMATION     33    
About The Distributor     33    
FOR MORE INFORMATION     back cover    

 


3



KEY POINTS

GOAL AND PRINCIPAL STRATEGIES

GOAL   PRINCIPAL STRATEGIES   PRINCIPAL RISK FACTORS  
Capital appreciation   n Invests, under normal market conditions, at least 80% of its net assets, plus any borrowings for investment purposes, in equity securities of foreign companies and derivatives providing exposure to equity securities of foreign companies
n Seeks to outperform the MSCI EAFE Index which is designed to measure the performance of equities in developed markets outside of North America, which include Europe, Australasia (Australia & New Zealand) and the Far East
n Generally will (i) purchase securities, either directly or through derivatives, in an amount up to approximately 130% of its net assets and (ii) sell securities short (which means, sell borrowed securities with the intention of repurchasing them for a profit on the expectation that the market price will drop), either directly or through derivatives, in an amount up to approximately 30% of its net assets
n Uses proprietary quantitative models designed to:
n forecast the expected relative return of stocks by analyzing a number of fundamental factors, including a company's relative valuation, use of capital, management's approach to financial reporting, profitability, realized and expected growth potential and level and trend of earnings and share price
n identify stocks that are likely to suffer declines in price if market conditions deteriorate and either limit the portfolio's overall long exposure or increase the portfolio's overall short exposure to such low quality stocks and
n help determine the portfolio's relative exposure to different industry sectors by analyzing sector performance under different market scenarios
n Maintains investment attributes that are similar to those of the basket of securities included in the MSCI EAFE Index and intends to limit its divergence from the that index in terms of market, industry and sector exposures
n May invest in equity securities without regard to market capitalization
  n Derivatives risk
n Foreign securities risk
n Leveraging risk
n Market risk
n Model risk
n Short sales risk
n Small companies
n Special-situation companies
 

 


4



g   A WORD ABOUT RISK

All investments involve some level of risk. Simply defined, risk is the possibility that you will lose money or not make money.

Principal risk factors for the portfolio are discussed below. Before you invest, please make sure you understand the risks that apply to the portfolio. As with any mutual fund, you could lose money over any period of time.

Investments in the portfolio are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

DERIVATIVES RISK

Derivatives, such as options, forwards, futures and swap agreements, (see "Certain Investment Practices" table beginning on page 22), are financial contracts whose value depends on, or is derived from, the value of an underlying asset, reference rate or index. The portfolio typically uses derivatives as a substitute for taking a position in the underlying asset and/or as part of a strategy designed to reduce exposure to other risks, such as interest rate or currency risks. The portfolio may also use derivatives for leverage. The portfolio's use of derivative instruments involves risk different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Derivatives are subject to the following risks described below – correlation risk, liquidity risk, interest-rate risk, market risk and credit risk. Also, suitable derivative transactions may not be available in all circumstances and there can be no assurance that the portfolio will engage in these transactions to reduce exposure to other risks when that would be beneficial.

FOREIGN SECURITIES RISK

A portfolio that invests outside the U.S. carries additional risks that include:

n    Currency Risk Fluctuations in exchange rates between the U.S. dollar and foreign currencies may negatively affect an investment. Adverse changes in exchange rates may erode or reverse any gains produced by foreign-currency-denominated investments and may widen any losses. The portfolio may, but is not required to, seek to reduce currency risk by hedging part or all of its exposure to various foreign currencies.

n    Information Risk Key information about an issuer, security or market may be inaccurate or unavailable.

n    Political Risk Foreign governments may expropriate assets, impose capital or currency controls, impose punitive taxes, or nationalize a company or industry. Any of these actions could have a severe effect on security prices and impair the portfolio's ability to bring its capital or income back to the U.S. Other political risks include economic policy changes, social and political instability, military action and war.


5



LEVERAGING RISK

When the portfolio uses leverage through activities such as borrowing, entering into short sales, purchasing securities on margin or on a "when-issued" basis or purchasing derivative instruments in an effort to increase its returns, the portfolio has the risk of magnified capital losses that occur when losses affect an asset base, enlarged by borrowings or the creation of liabilities, that exceeds the net assets of the portfolio. The net asset value of the portfolio when employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the portfolio to pay interest.

MARKET RISK

The market value of a security may fluctuate, sometimes rapidly and unpredictably. These fluctuations, which are often referred to as "volatility," may cause a security to be worth less than it was worth at an earlier time. Market risk may affect a single issuer, industry, sector of the economy or the market as a whole. Market risk is common to most investments – including stocks and bonds, and the mutual funds that invest in them.

MODEL RISK

The portfolio bears the risk that the proprietary quantitative models used by the portfolio managers to identify U.S. securities for investment will not be successful in identifying securities that will help the portfolio achieve its investment objectives, causing the portfolio to underperform its benchmark or other funds with a similar investment objective.

SHORT SALES RISK

Short sales expose the portfolio to the risk that it will be required to cover its short position at a time when the securities have appreciated in value, thus resulting in a loss to the portfolio. The portfolio's loss on a short sale could theoretically be unlimited in a case where the portfolio is unable, for whatever reason, to close out its short position. Short sales also involve transaction and other costs that will reduce potential gains and increase potential portfolio losses. The use by the portfolio of short sales in combination with long positions in its portfolio in an attempt to improve performance may not be successful and may result in greater losses or lower positive returns than if the portfolio held only long positions. It is possible that the portfolio's long equity positions will decline in value at the same time that the value of the securities it has sold short increases, thereby increasing potential losses to the portfolio. In addition, the portfolio's short selling strategies may limit its ability to fully benefit from increases in the equity markets. Short selling also involves a form of financial leverage that may exaggerate any losses realized by the portfolio. Also, there is the risk that the counterparty to a short sale may fail to honor its contractual terms, causing a loss to the portfolio.


6



SMALL COMPANIES

Small companies may have less-experienced management, limited product lines, unproven track records or inadequate capital reserves. Their securities may carry increased market, liquidity and other risks. Key information about the company may be inaccurate or unavailable.

SPECIAL-SITUATION COMPANIES

"Special situations" are unusual developments that affect a company's market value. Examples include mergers, acquisitions and reorganizations. Securities of special-situation companies may decline in value if the anticipated benefits of the special situation do not materialize.

g   INVESTOR PROFILE

This portfolio is designed for investors who:

n   are investing for long-term goals

n   are willing to assume the risk of losing money in exchange for attractive potential long-term returns

n   are investing for capital appreciation

n   want to diversify their investments internationally

It may NOT be appropriate if you:

n   are investing for a shorter time horizon

n   are uncomfortable with an investment that will fluctuate in value

n   want to limit your exposure to foreign securities

n   are looking for income

You should base your investment decision on your own goals, risk preferences and time horizon.


7



PERFORMANCE SUMMARY

The bar chart below and the table on the next page provide an indication of the risks of investing in the portfolio. The bar chart shows you how the portfolio's performance has varied from year to year for up to 10 years. The table compares the portfolio's performance over time to that of a broad-based securities market index. The bar chart and table do not reflect additional charges and expenses which are, or may be, imposed under the variable contracts or plans; such charges and expenses are described in the prospectus of the insurance company separate account or in the plan documents or other informational materials supplied by plan sponsors. Inclusion of these charges and expenses would reduce the total return for the periods shown. As with all mutual funds, past performance is not a prediction of future performance.

  *  Effective May 1, 2009, the portfolio adopted new investment strategies so that its holdings are selected using quantitative stock selection models rather than the fundamental analysis approach and through which it invests primarily in foreign equity securities using a "flexible 130/30 strategy" in an attempt to outperform the MSCI EAFE Index. Prior to February 21, 2005, the portfolio followed a different investment policy. Investors should be aware that performance information prior to February 21, 2005 does not reflect the investment policy used between February 21, 2005 and May 1, 2009, and that performance information shown above does not reflect the current investment strategies of the portfolio. Prior to February 21, 2005, the portfolio was known as "Global Post Venture Capital Portfolio." Between February 21, 2005 and May 1, 2009, the portfolio was known as "Global Small Cap Portfolio."


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AVERAGE ANNUAL TOTAL RETURNS 1

PERIOD ENDED 12/31/08:   ONE YEAR
2008
  FIVE YEARS
2004-2008
  TEN YEARS
1999-2008
  INCEPTION
DATE
 
INTERNATIONAL EQUITY
FLEX II PORTFOLIO
  -46.75%   -4.52%   -3.14%   9/30/96  
MSCI WORLD SMALL CAP INDEX 2
(REFLECTS NO DEDUCTION FOR
FEES, EXPENSES OR TAXES)
  -42.91%   -1.63%   3.65%      

 

  1   Performance information shown above does not reflect the current investment strategies of the portfolio. Effective May 1, 2009, the MSCI EAFE Index replaced the MSCI World Small Cap Index as the benchmark-index for the portfolio.

  2   The Morgan Stanley Capital International (MSCI) World Small Cap Index is an unmanaged broad-based index comprised of small cap companies from 23 developed markets. The index returns shown above are price only and do not reflect the reinvestment of dividends. It is the exclusive property of Morgan Stanley Capital International Inc. Investors cannot invest directly in an index.

UNDERSTANDING PERFORMANCE

   n    Total return tells you how much an investment in the portfolio has changed in value over a given time period. It assumes that all dividends and capital gains (if any) were reinvested in additional shares. The change in value can be stated either as a cumulative return or as an average annual rate of return .

   n   A cumulative total return is the actual return of an investment for a specified period. The year-by-year total returns in the bar chart are examples of one-year cumulative total returns.

   n   An average annual total return applies to periods longer than one year. It smoothes out the variations in year-by-year performance to tell you what constant annual return would have produced the investment's actual cumulative return. This gives you an idea of an investment's annual contribution to your portfolio, assuming you held it for the entire period.

   n   Because of compounding, the average annual total returns in the table cannot be computed by averaging the returns in the bar chart.


9



INVESTOR EXPENSES

FEES AND PORTFOLIO EXPENSES

This table describes the fees and expenses you may pay as a shareholder. Annual portfolio operating expenses are estimated for the fiscal year ending December 31, 2009. The table below and the example on the following page do not reflect additional charges and expenses which are, or may be, imposed under the variable contracts or plans; such charges and expenses are described in the prospectus of the insurance company separate account or in the plan documents or other informational materials supplied by plan sponsors. If such charges and expenses were reflected in the table and example, the expenses shown below would have been higher. The portfolio's expenses should be considered with these charges and expenses in evaluating the overall cost of investing in the separate account.

Shareholder fees
(paid directly from your investment)
 
Sales charge (load) on purchases     N/A    
Deferred sales charge (load)     N/A    
Sales charge (load) on reinvested distributions     N/A    
Redemption fees     N/A    
Exchange fees     N/A    
Annual portfolio operating expenses
(deducted from portfolio assets)
 
Management fee     1.25 %  
Distribution and service (12b-1) fee     NONE    
Other expenses  
Dividends on short sales 1       0.80 %  
All other expenses     0.63 %  
Total annual portfolio operating expenses 2       2.68 %  

 

  1   Dividends on short sales are dividends paid to lenders on borrowed securities. These expenses relating to dividends on short sales will vary depending on whether the securities the portfolio sells short pay dividends and on the size of such dividends.

   2   Credit Suisse Asset Management, LLC has voluntarily agreed to waive a portion of its fees payable by the portfolio. Expected fees and expenses for the fiscal year ending December 31, 2009 (after fee waivers and expense reimbursements) are shown below. Fee waivers and expense reimbursements are voluntary and may be discontinued at any time. Credit Suisse Asset Management, LLC will not reimburse the portfolio for any expenses relating to dividends on short sales.

EXPENSES AFTER WAIVERS,
REIMBURSEMENTS AND CREDITS
 
Management fee     0.37 %  
Distribution and service (12b-1) fee     NONE    
Other expenses          
Dividends on short sales     0.80 %  
All other expenses     0.63 %  
Net annual portfolio operating expenses     1.80 %  

 


10



EXAMPLE

This example may help you compare the cost of investing in the portfolio with the cost of investing in other mutual funds. Because it uses hypothetical conditions, your actual costs may be higher or lower.

Assume you invest $10,000, the portfolio returns 5% annually, expense ratios remain as listed in the first table above (before fee waivers, expense reimbursements or credits), and you close your account at the end of each of the time periods shown. Based on these assumptions, your cost would be:

ONE
YEAR
  THREE
YEARS
  FIVE
YEARS
  TEN
YEARS
 
$ 271     $ 832     $ 1,420     $ 3,012    

 


11



THE PORTFOLIO IN DETAIL

g   THE MANAGEMENT FIRMS

CREDIT SUISSE ASSET
MANAGEMENT, LLC

Eleven Madison Avenue
New York, NY 10010

n   Investment adviser for the portfolio

n   Responsible for managing the portfolio's assets according to its goal and strategies

n   Is part of the asset management business of Credit Suisse, one of the world's leading banks

n   Credit Suisse provides its clients with investment banking, private banking and asset management services worldwide. The asset management business of Credit Suisse is comprised of a number of legal entities around the world that are subject to distinct regulatory requirements

For easier reading, Credit Suisse Asset Management, LLC will be referred to as Credit Suisse or "we" throughout this Prospectus .

Credit Suisse's contractual fee for advisory services to the portfolio is 1.25%. For the 2008 fiscal year, the portfolio paid Credit Suisse 0.37% of its average net assets for advisory services, due to voluntary fee waivers.

A discussion regarding the basis for the Board of Trustees' approval of the investment advisory and sub-advisory contracts of the portfolio is available in the portfolio's Annual Report to shareholders for the period ended December 31, 2008.

g   PORTFOLIO INFORMATION KEY

A concise description of the portfolio follows. The description provides the following information:

GOAL AND STRATEGIES

The portfolio's particular investment goal and the strategies it intends to use in pursuing that goal. Percentages of portfolio assets are based on total assets unless indicated otherwise.

PORTFOLIO INVESTMENTS

The principal types of securities in which the portfolio invests. Secondary investments are described in "More About Risk."

RISK FACTORS

The principal risk factors associated with the portfolio. Additional risk factors are included in "More About Risk."

PORTFOLIO MANAGEMENT

The individuals designated by the investment adviser to handle the portfolio's day-to-day management.

FINANCIAL HIGHLIGHTS

A table showing the portfolio's audited financial performance for up to five years. Certain information in the table reflects financial results for a single portfolio share.

n    Total return How much you would have earned or lost on an investment in the portfolio, assuming you had reinvested all dividend and capital-gain distributions.


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n    Portfolio turnover An indication of trading frequency. The portfolio may sell securities without regard to the length of time they have been held. A high turnover rate may increase the portfolio's transaction costs and negatively affect its performance.

The Annual Report includes the independent registered public accounting firm's report, along with the portfolio's financial statements. It is available free upon request through the methods described on the back cover of this Prospectus .

g   GOAL AND STRATEGIES

The portfolio seeks capital appreciation. To pursue this goal, it invests, under normal market conditions, at least 80% of its net assets, plus any borrowings for investment purposes, in equity securities of foreign companies and derivatives providing exposure to equity securities of foreign companies. The portfolio will consist of the securities of companies included within the MSCI EAFE Index (the "Benchmark"), as well as other companies that the portfolio manager deems to have similar characteristics to the companies included in the Benchmark. The Benchmark is designed to measure the performance of equities in developed markets outside of North America, which include Europe, Australasia (Australia & New Zealand) and the Far East. As of March 31, 2009, the Benchmark had a market capitalization range of approximately $482 million to $129.614 billion.

The portfolio generally will (i) purchase securities (i.e., hold long positions), either directly or through derivatives, in an amount up to approximately 130% of its net assets and (ii) sell securities short (i.e., hold short positions), either directly or through derivatives, in an amount up to approximately 30% of its net assets. (Selling securities short means selling borrowed securities with the intention of repurchasing them for a profit on the expectation that the market price will drop.) The portfolio intends to maintain an approximate net 100% long exposure to the equity market (i.e., long market value minus short market value). The long and short positions held by the portfolio may vary over time depending on the relative performance of the portfolio's securities selections and the availability of attractive investment opportunities.

The term "flex" in the portfolio's name refers to the ability of the portfolio to vary from 100% to 130% its long positions and to vary from 0% to 30% its short positions, based on market conditions. While the portfolio intends to utilize short exposure, under certain conditions, it may be entirely long. In a traditional fund that does not permit short sales of securities, the fund's adviser can at most assign a zero weighting to securities that the adviser expects to underperform. With respect to the portfolio, however, the portfolio manager may actually sell securities short that it views as likely to decline in value or underperform. Additionally, the ability of the portfolio to sell securities


13



short generally enables the portfolio to invest in additional securities as long positions while normally keeping the overall net exposure to the market the same as a traditional long-only strategy.

The portfolio intends to maintain an approximate net 100% long exposure to the equity market (i.e., long market value minus short market value). The long and short positions held by the portfolio may vary over time depending on the relative performance of the portfolio's securities selections and the availability of attractive investment opportunities. In times of unusual or adverse market, economic or political conditions, the portfolio's long positions may be closer to 100% and/or its short positions may be closer to 0% of its net assets.

The portfolio follows quantitative portfolio management techniques rather than a traditional fundamental equity research approach. The portfolio manager selects securities for the portfolio using proprietary quantitative models, which are designed to:

n   forecast the expected relative return of stocks by analyzing a number of fundamental factors, including a company's relative valuation, use of capital, management's approach to financial reporting, profitability, realized and expected growth potential and level and trend of earnings and share price

n   identify stocks that are likely to suffer declines in price if market conditions deteriorate and either limit the portfolio's overall long exposure or increase the portfolio's overall short exposure to such low quality stocks and

n   help determine the portfolio's relative exposure to different industry sectors by analyzing sector performance under different market scenarios

The portfolio manager applies these models to companies that are represented in the Benchmark, as well as other companies that it deems to have similar characteristics to the companies included in the Benchmark. The portfolio normally will be managed by both overweighting and underweighting certain securities and selling short certain securities relative to the Benchmark, using the proprietary quantitative models discussed above and based on the expected return and the risks associated with individual securities considered relative to the portfolio as a whole, among other characteristics. In general, the portfolio will seek to maintain investment attributes that are similar to those of the basket of securities included in the Benchmark, and intends to limit its divergence from the Benchmark in terms of market, industry and sector exposures. The portfolio may invest in equity securities without regard to market capitalization.

The portfolio manager generally maintains a long or short position until the quantitative stock selection models described above indicate that such position be reduced or eliminated,


14



although the portfolio manager is not required to reduce or eliminate the position under those circumstances. The portfolio manager may also reduce or eliminate a position in a security for a variety of reasons, such as to realize profits or take advantage of better investment opportunities.

Some companies may cease to be represented in the Benchmark after the portfolio has purchased their securities. The portfolio is not required to sell securities solely because the issuers are no longer represented in the Benchmark, and may continue to hold such securities.

The portfolio's 80% investment policy may be changed by the Board of Trustees on 60 days' notice to shareholders. The portfolio's investment objective may be changed without shareholder approval.

g   PORTFOLIO INVESTMENTS

The portfolio's equity holdings may include:

n   common stocks

n   preferred stocks

n   securities convertible into common stocks

n   securities whose values are based on common stock, such as rights and warrants

The portfolio invests primarily in foreign equity securities, including both listed and unlisted securities, but may also invest in foreign securities and restricted securities or other instruments with no ready market (see "Certain Investment Practices" table beginning on page 22). The portfolio may also engage in other investment practices, such as investing or using options, forwards, futures, swaps and other types of derivative instruments in seeking to achieve its investment objective or for hedging purposes.

g   RISK FACTORS

The portfolio's principal risk factors are:

n   derivatives risk

n   foreign securities risk

n   leveraging risk

n   market risk

n   model risk

n   short sales risk

n   small companies

n   special-situation companies

The portfolio's use of derivative instruments involves risk different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments.

Because the portfolio invests internationally, it carries additional risks, including currency, information and political risks. These risks are defined in "More About Risk."

When the portfolio uses leverage, the portfolio has the risk of magnified capital losses that occur when losses affect an asset base, enlarged by borrowings or the creation of liabilities,


15



that exceeds the net assets of the portfolio. The net asset value of the portfolio when employing leverage will be more volatile and sensitive to market movements.

The value of your investment generally will fluctuate in response to stock-market movements.

The portfolio bears the risk that the proprietary quantitative models used by the portfolio manager to identify U.S. securities will not be successful in identifying securities that will help the portfolio achieve its investment objectives, causing the portfolio to underperform the Benchmark or other funds with a similar investment objective.

Short sales expose the portfolio to the risk that it will be required to cover its short position at a time when the securities have appreciated in value, thus resulting in a loss to the portfolio. The portfolio's loss on a short sale could theoretically be unlimited in a case where the portfolio is unable, for whatever reason, to close out its short position. The use by a portfolio of short sales in combination with long positions in its portfolio in an attempt to improve performance may not be successful and may result in greater losses or lower positive returns than if the portfolio held only long positions.

Investing in small companies may expose the portfolio to increase market, liquidity and information risks. These risks are defined in "More About Risk."

Securities of companies in "special situations" may decline in value and hurt the portfolio's performance if the anticipated benefits of the special situation do not materialize.

"More About Risk" details certain other investment practices the portfolio may use. Please read that section carefully before you invest.

g   PORTFOLIO MANAGEMENT

Jordan Low is responsible for the day-to-day portfolio management of the portfolio. Mr. Low is supported by a team of investment professionals from the Credit Suisse Quantitative Equities Group. See "Meet the Manager."


16




FINANCIAL HIGHLIGHTS

The figures below have been audited by the portfolio's independent registered public accounting firm, PricewaterhouseCoopers LLP, whose report on the portfolio's financial statements is included in the portfolio's Annual Report . The total returns do not reflect additional charges and expenses which are, or may be, imposed under the variable contracts or plans; if such charges and expenses were reflected, total returns would be lower.

FOR THE YEAR ENDED DECEMBER 31:   2008   2007   2006   2005   2004  
Per share data  
Net asset value, beginning of year   $ 14.08     $ 14.67     $ 12.95     $ 11.15     $ 9.45    
Investment Operations:  
Net investment income (loss)     0.10       0.18       (0.00 ) 2     (0.04 )     (0.09 )  
Net gain (loss) on investments and foreign currency
related items (both realized and unrealized)
    (6.61 )     (0.77 )     1.72       1.84       1.79    
Total from investment operations     (6.51 )     (0.59 )     1.72       1.80       1.70    
Less Dividends  
Dividends from net investment income     (0.21 )                          
Net asset value, end of year   $ 7.36     $ 14.08     $ 14.67     $ 12.95     $ 11.15    
Total return 1     (46.75 )%     (4.02 )%     13.28 %     16.14 %     17.99 %  
Ratios and supplemental data:  
Net assets, end of year (000s omitted)   $ 34,600     $ 86,884     $ 119,105     $ 129,308     $ 110,110    
Ratio of expenses to average net assets     1.00 %     1.37 %     1.40 %     1.40 %     1.40 %  
Ratio of net investment income (loss) to average
net assets
    0.95 %     1.01 %     (0.02 )%     (0.39 )%     (0.85 )%  
Decrease reflected in above operating
expense ratios due to waivers/reimbursements
    0.88 %     0.21 %     0.16 %     0.19 %     0.17 %  
Portfolio turnover rate     171 %     76 %     117 %     75 %     79 %  

 

1   Total returns are historical and assume changes in share price and reinvestment of all dividends and distributions. Had certain expenses not been reduced during the years shown, total returns would have been lower. Total returns do not reflect charges and expenses attributable to any particular variable contract or plan.

2   This amount represents less than $(0.01) per share.


17




MORE ABOUT RISK

g   INTRODUCTION

The portfolio's goal and principal strategies largely determine its risk profile. You will find a concise description of the portfolio's risk profile in "Key Points." The preceding discussion of the portfolio contains more detailed information. This section discusses other risks that may affect the portfolio.

The portfolio may use certain investment practices that have higher risks associated with them. However, the portfolio has limitations and policies designed to reduce many of the risks. The "Certain Investment Practices" table describes these practices and the limitations on their use.

The portfolio offers its shares to (1) insurance company separate accounts that fund both variable annuity contracts and variable life insurance contracts and (2) tax-qualified pension and retirement plans including participant-directed plans which elect to make the portfolio an investment option for plan participants. Due to differences of tax treatment and other considerations, the interests of various variable contract owners and plan participants participating in the portfolio may conflict. The Board of Trustees will monitor the portfolio for any material conflicts that may arise and will determine what action, if any, should be taken. If a conflict occurs, the Board may require one or more insurance company separate accounts and/or plans to withdraw its investments in the portfolio which may cause the portfolio to sell securities at disadvantageous prices and disrupt orderly portfolio management. The Board also may refuse to sell shares of the portfolio to any variable contract or plan or may suspend or terminate the offering of shares of the portfolio if such action is required by law or regulatory authority or is in the best interests of the shareholders of the portfolio.

g   TYPES OF INVESTMENT RISK

The following risks are referred to throughout this Prospectus .

PRINCIPAL RISK FACTORS

Derivatives Risk Derivatives, such as options, forwards, futures and swap agreements (see "Certain Investment Practices" table beginning on page 22), are financial contracts whose value depends on, or is derived from, the value of an underlying asset, reference rate or index. The portfolio typically uses derivatives as a substitute for taking a position in the underlying asset and/or as part of a strategy designed to reduce exposure to other risks, such as interest rate or currency risks. The portfolio may also use derivatives for leverage. The portfolio's use of derivative instruments involves risk different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Derivatives are subject to the following risks described below – correlation risk, liquidity risk, interest-rate risk, market risk and credit risk. Also, suitable derivative transactions may not be available in all circumstances and there can be no assurance that the portfolio will engage in these transactions to reduce


18



exposure to other risks when that would be beneficial.

Foreign Securities Risk A portfolio that invests outside the U.S. carries additional risks that include:

n    Currency Risk Fluctuations in exchange rates between the U.S. dollar and foreign currencies may negatively affect an investment. Adverse changes in exchange rates may erode or reverse any gains produced by foreign-currency-denominated investments and may widen any losses. Although the portfolio may seek to reduce currency risk by hedging part or all of its exposure to various foreign currencies, it is not required to do so.

n    Information Risk Key information about an issuer, security or market may be inaccurate or unavailable.

n    Political Risk Foreign governments may expropriate assets, impose capital or currency controls, impose punitive taxes, or nationalize a company or industry. Any of these actions could have a severe effect on security prices and impair the portfolio's ability to bring its capital or income back to the U.S. Other political risks include economic policy changes, social and political instability, military action and war.

Leveraging Risk When the portfolio uses leverage through activities such as borrowing, entering into short sales, purchasing securities on margin or on a "when-issued" basis or purchasing derivative instruments in an effort to increase its returns, the portfolio has the risk of magnified capital losses that occur when losses affect an asset base, enlarged by borrowings or the creation of liabilities, that exceeds the net assets of the portfolio. The net asset value of the portfolio when employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the portfolio to pay interest.

Market Risk The market value of a security may fluctuate, sometimes rapidly and unpredictably. These fluctuations, which are often referred to as "volatility," may cause a security to be worth less than it was worth at an earlier time. Market risk may affect a single issuer, industry, sector of the economy, or the market as a whole. Market risk is common to most investments – including stocks and bonds, and the mutual funds that invest in them.

Model Risk The portfolio bears the risk that the proprietary quantitative models used by the portfolio managers to identify U.S. securities will not be successful in identifying securities that will help the portfolio achieve its investment objectives, causing the portfolio to underperform its benchmark or other funds with a similar investment objective.

Short Sales Risk Short sales expose the portfolio to the risk that it will be required to cover its short position at a time when the securities have appreciated in value, thus resulting in a loss to the portfolio. The portfolio's loss on a short sale could theoretically be unlimited in a case where the portfolio


19



is unable, for whatever reason, to close out its short position. Short sales also involve transaction and other costs that will reduce potential gains and increase potential portfolio losses. The use by the portfolio of short sales in combination with long positions in its portfolio in an attempt to improve performance may not be successful and may result in greater losses or lower positive returns than if the portfolio held only long positions. It is possible that the portfolio's long equity positions will decline in value at the same time that the value of the securities it has sold short increases, thereby increasing potential losses to the portfolio. In addition, the portfolio's short selling strategies may limit its ability to fully benefit from increases in the equity markets. Short selling also involves a form of financial leverage that may exaggerate any losses realized by the portfolio. Also, there is the risk that the counterparty to a short sale may fail to honor its contractual terms, causing a loss to the portfolio.

Small Companies Start-up and other small companies may have less-experienced management, limited product lines, unproven track records or inadequate capital reserves. Their securities may carry increased market, liquidity, information and other risks. Key information about the company may be inaccurate or unavailable.

Special-Situation Companies "Special situations" are unusual developments that affect a company's market value. Examples include mergers, acquisitions and reorganizations. Securities of special-situation companies may decline in value if the anticipated benefits of the special situation do not materialize.

OTHER RISK FACTORS

Access Risk Some countries may restrict the portfolio's access to investments or offer terms that are less advantageous than those for local investors. This could limit the attractive investment opportunities available to the portfolio.

Correlation Risk The risk that changes in the value of an instrument used for hedging purposes will not match those of the investment being hedged.

Credit Risk The issuer of a security or the counterparty to a contract may default or otherwise become unable to honor a financial obligation.

Emerging Markets Risk Investing in emerging (less developed) markets involves higher levels of risk, including increased currency, information, liquidity, market, political and valuation risks. Deficiencies in regulatory oversight, market infrastructure, shareholder protections and company laws could expose the portfolio to operational and other risks as well. Some countries may have restrictions that could limit the portfolio's access to attractive opportunities. Additionally, emerging markets often face serious economic problems (such as high external debt, inflation and unemployment) that could subject the


20



portfolio to increased volatility or substantial declines in value.

Exposure Risk The risk associated with investments (such as derivatives) or practices (such as short selling) that increase the amount of money a portfolio could gain or lose on an investment.

n    Hedged Exposure risk could multiply losses generated by a derivative or practice used for hedging purposes. Such losses should be substantially offset by gains on the hedged investment. However, while hedging can reduce or eliminate losses, it can also reduce or eliminate gains.

n    Speculative To the extent that a derivative or practice is not used as a hedge, the portfolio is directly exposed to its risks. Potential losses from speculative positions, such as writing uncovered call options, and from speculative short sales, are unlimited.

Interest-rate Risk Changes in interest rates may cause a decline in the market value of an investment.

Liquidity Risk Certain portfolio securities may be difficult or impossible to sell at the time and the price that the portfolio would like. The portfolio may have to lower the price, sell other securities instead or forgo an investment opportunity. Any of these could have a negative effect on portfolio management or performance.

Operational Risk Some countries have less-developed securities markets (and related transaction, registration and custody practices) that could subject the portfolio to losses from fraud, negligence, delay or other actions.

Regulatory Risk Governments, agencies or other regulatory bodies may adopt or change laws or regulations that could adversely affect an issuer, the market value of a security, or the portfolio's performance.

Valuation Risk The lack of an active trading market may make it difficult to obtain an accurate price for a portfolio security.


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CERTAIN INVESTMENT PRACTICES

For each of the following practices, this table shows the applicable investment limitation. Risks are indicated for each practice.

KEY TO TABLE:

n   Permitted without limitation; does not indicate actual use

20%  Bold type (e.g., 20%) represents an investment limitation as a percentage of net portfolio assets; does not indicate actual use

20%  Roman type (e.g., 20%) represents an investment limitation as a percentage of total portfolio assets; does not indicate actual use

o   Permitted, but not expected to be used to a significant extent

INVESTMENT PRACTICE   LIMIT  
Borrowing The borrowing of money from banks to meet redemptions or for other temporary
or emergency purposes. Leveraging, speculative exposure risk .
  33 1 / 3 %  
Country/region focus Investing a significant portion of portfolio assets in a single country or
region. Market swings in the targeted country or region will be likely to have a greater effect on
portfolio performance than they would in a more geographically diversified equity portfolio.
Currency, market, political, regulatory risks .
  n  
Currency transactions Instruments, such as options, futures, forwards or swaps, intended to
manage portfolio exposure to currency risk or to enhance total return. Options, futures or forwards
involve the right or obligation to buy or sell a given amount of foreign currency at a specified price
and future date. Swaps involve the right or obligation to receive or make payments based on two
different currency rates. 1 Correlation, credit, currency, derivatives, hedged exposure, leveraging,
liquidity, political, speculative exposure, valuation risks .
  n  
Emerging markets Countries generally considered to be relatively less developed or industrialized.
Emerging markets often face economic problems that could subject the portfolio to increased
volatility or substantial declines in value. Deficiencies in regulatory oversight, market infrastructure,
shareholder protections and company laws could expose the portfolio to risks beyond those generally
encountered in developed countries. Access, currency, emerging markets, information, liquidity, market, operational, political, regulatory, valuation risks .
  n  
Equity and equity-related securities Common stocks and other securities representing or
related to ownership in a company. May also include warrants, rights, options, preferred stocks
and convertible debt securities. These investments may go down in value due to stock market
movements or negative company or industry events. Liquidity, market, valuation risks .
  n  
Foreign securities Securities of foreign issuers. May include depository receipts. Currency,
information, liquidity, market, operational, political, regulatory, valuation risks .
  n  

 

1   The portfolio is not obligated to pursue any hedging strategy. In addition, hedging practices may not be available, may be too costly to be used effectively or may be unable to be used for other reasons.


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INVESTMENT PRACTICE   LIMIT  
Futures and options on futures Future's contracts traded on an exchange that enable the portfolio to
hedge against or speculate on future changes in currency values, interest rates or stock indexes. Futures
obligate the portfolio (or give it the right, in the case of options) to receive or make payment at a
specific future time based on those future changes. 1 Correlation, currency, derivatives, hedged
exposure, leveraging, interest-rate, market, speculative exposure risks . 2
  o  
Options Instruments that provide a right to buy (call) or sell (put) a particular security, currency
or index of securities at a fixed price within a certain time period. The portfolio may purchase or sell
(write) both put and call options for hedging or speculative purposes. 1 Correlation, credit, derivatives,
hedged exposure, leveraging, liquidity, market, speculative exposure, valuation risks .
  25 %  
Privatization programs Foreign governments may sell all or part of their interests in enterprises they
own or control. Access, currency, information, liquidity, operational, political, regulatory, valuation risks .
  n  
Real-estate investment trusts (REITs) Pooled investment vehicles that invest primarily in income-
producing real estate or real-estate-related loans or interests. Credit, interest-rate, liquidity, market risks .
  o  
Restricted and other illiquid securities Certain securities with restrictions on trading, or those
not actively traded. May include private placements. Liquidity, market, regulatory, valuation risks .
  15 %  
Sector concentration Investing more than 25% of the portfolio's net assets in a market sector.
Performance will largely depend on the sector's performance, which may differ in direction and
degree from that of the overall stock market. Financial, economic, business, political and other
developments affecting the sector will have a greater effect on the portfolio.
  o  

 

1   The portfolio is not obligated to pursue any hedging strategy. In addition, hedging practices may not be available, may be too costly to be used effectively or may be unable to be used for other reasons.

2   The portfolio is limited to using 5% of net assets for amounts necessary for initial margin and premiums on futures positions considered to be speculative.


23



INVESTMENT PRACTICE   LIMIT  
Securities lending Lending portfolio securities to financial institutions; the portfolio receives cash,
U.S. government securities or bank letters of credit as collateral. Credit, liquidity, market risks .
  33 1 / 3 %  
Short positions Selling borrowed securities with the intention of repurchasing them for a profit on
the expectation that the market price will drop. If the portfolio were to take short positions in stocks
that increase in value, then the portfolio would have to repurchase the securities at that higher price
and it would be likely to underperform similar mutual funds that do not take short positions. Leveraging
liquidity, market, short sales, speculative exposure risks .
  30 %  
Short sales "against the box" A short sale when the portfolio owns enough shares of the security
involved to cover the borrowed securities, if necessary. Liquidity, market, short sales, speculative
exposure risks .
  10 %  
Short-term trading Selling a security shortly after purchase. A fund engaging in short-term trading
will have higher turnover and transaction expenses. Increased short-term capital gains distributions
could raise shareholders' income tax liability.
  o  
Small companies Companies with small relative market capitalizations, including those with
continuous operations of less than three years. Information, liquidity, market, valuation risks .
  n  
Special-situation companies Companies experiencing unusual developments affecting their market
values. Special situations may include acquisition, consolidation, reorganization, recapitalization,
merger, liquidation, special distribution, tender or exchange offer, or potentially favorable litigation.
Securities of a special-situation company could decline in value and hurt the portfolio's performance
if the anticipated benefits of the special situation do not materialize. Information, market risks .
  n  

 


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INVESTMENT PRACTICE   LIMIT  
Structured investments Swaps, structured securities and other instruments that allow the portfolio
to gain access to the performance of a benchmark asset (such as an index or selected stocks)
where the portfolio's direct investment is restricted. Credit, currency, derivatives, information,
interest-rate, leveraging, liquidity, market, political, speculative exposure, valuation risks.
  o  
Swaps A contract between the portfolio and another party in which the parties agree to exchange streams
of payments based on certain benchmarks, such as market indices or currency or interest rates. For
example, the portfolio may use swaps to gain access to the performance of a benchmark asset (such as
an index or one or more stocks) where the portfolio's direct investment is restricted. Credit, currency,
derivatives, interest-rate, liquidity, market, political, speculative exposure,valuation risks .
  n  
Temporary defensive tactics Placing some or all of the portfolio's assets in investments such as
money-market obligations and investment-grade debt securities for defensive purposes. Although
intended to avoid losses in adverse market, economic, political or other conditions, defensive tactics
might be inconsistent with the portfolio's principal investment strategies and might prevent the
portfolio from achieving its goal.
  o  
Warrants Options issued by a company granting the holder the right to buy certain securities,
generally common stock, at a specified price and usually for a limited time. Liquidity, market,
speculative exposure risks .
  10 %  
When-issued securities and forward commitments The purchase or sale of securities for
delivery at a future date; market value may change before delivery. Liquidity, market, speculative
exposure risks .
  20 %  

 


25



MEET THE MANAGERS

Jordan Low is responsible for the day-to-day portfolio management of the portfolio. Mr. Low is supported by a team of investment professionals from the Credit Suisse Quantitative Equities Group.

Jordan Low , Director, is global head of research and portfolio management for quantitative equity products. Mr. Low has been the portfolio's portfolio manager since May 1, 2009. He joined Credit Suisse in February 2008. Mr. Low joined Credit Suisse Group in 2005 and was the US Head of Statistical Trading within the global proprietary trading business of the Investment Bank. Prior to joining Credit Suisse, Mr. Low worked for Deutsche Bank from 2002 to 2005 and for Morgan Stanley from 2001 to 2002 focusing on statistical arbitrage, fundamental and microstructure strategies as well as volatility arbitrage. Mr. Low holds B.S. in Computer Science, Management (Finance), Economics and Mathematics, and Master of Engineering in Computer Science, all from Massachusetts Institute of Technology. Mr. Low is a CFA charter holder and a member of the New York Society of Security Analysts as well as the Society of Quantitative Analysts.

The Statement of Additional Information (SAI) provides additional information about the portfolio manager's compensation, other accounts managed by the portfolio manager and the portfolio manager's ownership of securities in the portfolio.

Job titles indicate position with the investment adviser.


26




MORE ABOUT YOUR PORTFOLIO

g   SHARE VALUATION

The net asset value (NAV) of the portfolio is determined at the close of regular trading on the New York Stock Exchange (NYSE) (usually 4 p.m. Eastern Time) each day the NYSE is open for business. It is calculated by dividing the portfolio's total assets, less its liabilities, by the number of shares outstanding.

The portfolio's equity investments are valued at market value, which is generally determined using the closing price on the exchange or market on which the security is primarily traded at the time of valuation (the "Valuation Time"). If no sales are reported, equity investments are generally valued at the most recent bid quotation as of the Valuation Time or at the lowest asked quotation in the case of a short sale of securities. Debt securities with a remaining maturity greater than 60 days are valued in accordance with the price supplied by a pricing service, which may use a matrix, formula or other objective method that takes into consideration market indices, yield curves and other specific adjustments. Debt obligations that will mature in 60 days or less are valued on the basis of amortized cost, which approximates market value, unless it is determined that this method would not represent fair value. Investments in mutual funds are valued at the mutual fund's closing NAV per share on the day of valuation. Securities and other assets for which market quotations are not readily available, or whose values have been materially affected by events occurring before the portfolio's Valuation Time but after the close of the securities' primary markets, are valued at fair value as determined in good faith by, or under the direction of, the Board of Trustees under procedures established by the Board of Trustees. The portfolio may utilize a service provided by an independent third party which has been approved by the Board of Trustees to fair value certain securities.

The portfolio may also use fair value procedures if Credit Suisse determines that a significant event has occurred between the time at which a market price is determined and the time at which the portfolio's net asset value is calculated. In particular, the value of foreign securities may be materially affected by events occurring after the close of the market on which they are valued, but before the portfolio prices its shares. The portfolio uses a fair value model developed by an independent third party pricing service to price foreign equity securities on days when there is a certain percentage change in the value of a domestic equity security index, as such percentage may be determined by Credit Suisse from time to time.

The portfolio's fair valuation policies are designed to reduce dilution and other adverse effects on long-term shareholders of trading practices that seek to take advantage of "stale" or otherwise inaccurate prices. When fair value pricing is employed, the prices of securities used by the portfolio to calculate its NAV may differ from quoted or published prices for the same


27



securities. Valuing securities at fair value involves greater reliance on judgment than valuation of securities based on readily available market quotations. A portfolio that uses fair value to price securities may value those securities higher or lower than another fund using market quotations or its own fair value procedures to price the same securities. There can be no assurance that the portfolio could obtain the fair value assigned to a security if it were to sell the security at approximately the time at which the portfolio determines its NAV.

Some portfolio securities may be listed on foreign exchanges that are open on days (such as U.S. holidays) when the portfolio does not compute its prices. This could cause the value of the portfolio's investments to be affected by trading on days when you cannot buy or sell shares.

The portfolio's investments in private funds will be valued at the time of investment at the amount invested in the private fund, less related expenses, unless and until Credit Suisse determines that such value does not represent fair value, in which case fair value will be determined. Thereafter, investments in private funds held by the portfolio are valued at their "fair values" using procedures approved by the Board of Trustees. Credit Suisse shall review daily the portfolio's fair valued securities.

g   DISTRIBUTIONS

As a portfolio investor, you will receive distributions.

The portfolio earns dividends from stocks and interest from bond, money market and other investments. These are passed along as dividend distributions. The portfolio realizes capital gains whenever it sells securities for a higher price than it paid for them. These are passed along as capital gain distributions.

The portfolio typically distributes dividends and capital gains annually. The portfolio may make additional distributions at other times if necessary to avoid a federal tax. Unless otherwise specified, distributions will be reinvested automatically in additional shares of the portfolio.

Estimated year-end distribution information, including record and payment dates, generally will be available late in the year at www.credit-suisse.com/us or by calling 800-222-8977.

g   TAXES

The portfolio intends to comply with the diversification and investor control requirements currently imposed by the Internal Revenue Code of 1986, as amended (the "Code") on separate accounts of insurance companies as a condition of maintaining the tax-deferred status of variable contracts. The portfolio furthermore intends to qualify and be taxed each year as a "regulated investment company" under Subchapter M of the Code. In order to qualify to be taxed as a regulated investment company, the portfolio must meet certain income and asset diversification tests and distribution and investor control requirements. As a regulated investment company meeting these requirements, the portfolio will not be subject to federal income tax on its


28



taxable net investment income and net capital gains that it distributes to its shareholders.

Shares of the portfolio may be purchased only through variable contracts and pension and retirement plans. Under current tax law, distributions that are left to accumulate in a variable annuity or life insurance contract are not subject to federal income tax until they are withdrawn from the contract. Distributions made by the portfolio to an insurance company separate account, and exchanges and redemptions of portfolio shares made by a separate account, ordinarily do not cause the corresponding contract holder to recognize income or gain for federal income tax purposes. For a discussion of the tax status of a variable contract or pension or retirement plan, refer to the prospectus of the sponsoring participating insurance company separate account or plan documents or other informational materials supplied by plan sponsors.

In order to comply with the diversification requirements applicable to "segregated asset accounts" under the Code, the portfolio intends to structure its portfolio in a manner that complies with those requirements. The applicable Treasury regulations generally provide that, as of the end of each calendar quarter or within 30 days thereafter, no more than 55% of the total assets of an account may be represented by any one investment, no more than 70% by any two investments, no more than 80% by any three investments, and no more than 90% by any four investments. For this purpose all securities of the same issuer are considered a single investment, but in the case of government securities, each government agency or instrumentality is considered to be a separate issuer. So long as the portfolio qualifies as a "regulated investment company," each segregated asset account investing in the portfolio will be entitled to "look through" to the portfolio's assets in order to satisfy the diversification requirements. An alternative asset diversification test may be satisfied under certain circumstances. As noted above, the portfolio may sell its shares directly to separate accounts established and maintained by insurance companies for the purpose of funding variable annuity and variable life insurance contracts and to certain qualified pension and retirement plans; if the portfolio were to sell its shares to other categories of shareholders, the portfolio may fail to comply with applicable United States Treasury Department requirements regarding investor control. If the portfolio should fail to comply with the diversification or investor control requirements or fail to qualify as a regulated investment company under the Code, contracts invested in the portfolio would not be treated as annuity, endowment or life insurance contracts under the Code, and all income and gain earned inside the contracts would be taxed currently to the policyholders and would remain subject to taxation as ordinary income thereafter, even if the portfolio were to become adequately diversified.


29



Because each contract holder's situation is unique, ask your tax professional about the tax consequences of your investment.

g   STATEMENTS AND REPORTS

The portfolio produces financial reports, which include a list of the portfolio's holdings, semiannually and updates its Prospectus annually. The portfolio generally does not hold shareholder meetings. To reduce expenses by eliminating duplicate mailings to the same address, the portfolio may choose to mail only one report, Prospectus or proxy statement to your household, even if more than one person in the household has an account with the portfolio. If you would like to receive additional reports, Prospectuses or proxy statements, please call 800-222-8977.

The portfolio discloses its portfolio holdings and certain of the portfolio's statistical characteristics, such as industry diversification, as of the end of each calendar month on its website, www.credit-suisse.com/us. This information is posted on the portfolio's website after the end of each month and generally remains available until the portfolio holdings and other information as of the end of the next calendar month are posted on the website. A description of the portfolio's policies and procedures with respect to disclosure of its portfolio securities is available in the portfolio's SAI .


30



BUYING AND SELLING SHARES

You may not buy or sell shares of the portfolio directly; you may only buy or sell shares through variable annuity contracts and variable life insurance contracts offered by separate accounts of certain insurance companies or through tax-qualified pension and retirement plans. The portfolio may not be available in connection with a particular contract or plan.

An insurance company's separate accounts buy and sell shares of the portfolio at NAV, without any sales or other charges. Each insurance company receives orders from its contract holders to buy or sell shares of the portfolio on any business day that the portfolio calculates its NAV. If the order is received by the insurance company prior to the close of regular trading on the NYSE, the order will be executed at that day's NAV.

Plan participants may buy shares of the portfolio through their plan by directing the plan trustee to buy shares for their account in a manner similar to that described above for variable annuity and variable life insurance contracts. You should contact your plan sponsor concerning the appropriate procedure for investing in the portfolio.

The portfolio reserves the right to:

n   change or discontinue its exchange privilege after 60 days' notice to current investors, or temporarily suspend this privilege during unusual market conditions

n   charge a wire redemption fee

n   make a "redemption in kind" – payment in portfolio securities rather than cash – for certain large redemption amounts that could hurt portfolio operations

n   suspend redemptions or postpone payment dates as permitted by law (such as during periods other than weekends or holidays when the NYSE is closed or trading on the NYSE is restricted, or any other time that the SEC permits)

n   stop offering the portfolio's shares for a period of time (such as when management believes that a substantial increase in assets could adversely affect it)

g   FREQUENT PURCHASES AND
g   SALES OF PORTFOLIO SHARES

Frequent purchases and redemptions of portfolio shares present risks to the contract owners or plan participants who hold shares of the portfolio through their annuity contracts or pension plans over the long term. These risks include the potential for dilution in the value of portfolio shares; interference with the efficient management of the portfolio, such as the need to keep a larger portion of the portfolio invested in cash or short-term securities, or to sell securities, rather than maintaining full investment in securities selected to achieve the portfolio's investment objective; losses on the sale of investments resulting from the need to sell securities at less favorable prices; and increased brokerage and administrative costs. These risks may be greater for portfolios investing in securities that are believed to be more susceptible to


31



pricing discrepancies, such as foreign securities, high yield debt securities and small capitalization securities, as certain investors may seek to make short-term trades as part of strategies aimed at taking advantage of "stale" or otherwise inaccurate prices for portfolio holdings (e.g., "time zone arbitrage").

The portfolio will take steps to detect and eliminate excessive trading in portfolio shares, pursuant to the portfolio's policies as described in this Prospectus and approved by the Board of Trustees. The portfolio defines excessive trading or "market timing" as two round trips (purchase and redemption of comparable assets) by an investor within 60 days. A contract owner or plan participant that is determined to be engaged in market timing will be restricted from making future purchases or exchange purchases in any of the Credit Suisse Funds. The portfolio's distributor enters into agreements with intermediaries such as insurance company separate accounts and tax-qualified pension and retirement plans that require such intermediaries to provide certain information to help detect frequent trading activity by their contract holders or plan participants and to eliminate frequent trading by these contract holders and plan participants.

The portfolio reserves the right to reject a purchase or exchange purchase order for any reason with or without prior notice to the insurance contract or plan. In particular, the portfolio reserves the right to reject a purchase or an exchange purchase order from any insurance contract or plan that in its opinion has not taken effective steps to detect and prevent frequent purchases and sales of portfolio shares.

The portfolio has also adopted fair valuation policies to protect the portfolio from "time zone arbitrage" with respect to foreign securities holdings and other trading practices that seek to take advantage of "stale" or otherwise inaccurate prices. See "More About Your Portfolio – Share Valuation."

There can be no assurance that these policies and procedures will be effective in limiting excessive trading in all cases. Also, contract holders and plan participants who invest in the portfolio through insurance company separate accounts and plans may be subject to the policies and procedures of their insurance companies and plans with respect to excessive trading of portfolio shares, which may define market timing differently than the portfolio does and have different consequences associated with it.

The portfolio's policies and procedures may be modified or terminated at any time upon notice of material changes to shareholders and prospective investors.


32



OTHER INFORMATION

g   ABOUT THE DISTRIBUTOR

Credit Suisse Asset Management Securities, Inc. (CSAMSI), an affiliate of Credit Suisse Asset Management, LLC, serves as distributor of the portfolio's shares. CSAMSI or its affiliates (including Credit Suisse Asset Management, LLC) may make payments out of their own resources to firms offering shares of the portfolio for providing administration, subaccounting, transfer agency and/or other services. CSAMSI or its affiliates may also make payments out of past profits and other available sources for marketing, promotional or related expenses. Such payments may be made to insurance companies and other entities offering shares of the portfolio and/or providing services with respect to such shares. The amount of these payments is determined by CSAMSI or its affiliates and may be substantial. For further information on the distributor's payments for distribution and shareholder servicing, see "Management of the Trust – Distribution and Shareholder Servicing" in the SAI .


33



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35




FOR MORE INFORMATION

This Prospectus is intended for use in connection with certain insurance products and pension and retirement plans. Please refer to the prospectus of the sponsoring participating insurance company separate account or to the plan documents or other informational materials supplied by plan sponsors for information regarding distributions and instructions on purchasing or selling a variable contract and on how to select a portfolio as an investment option for a variable contract or plan. More information about the portfolio is available free upon request, including the following:

g   ANNUAL/SEMIANNUAL
g   REPORTS TO SHAREHOLDERS

Includes financial statements, portfolio investments and detailed performance information.

The Annual Report also contains a letter from the portfolio manager discussing market conditions and investment strategies that significantly affected portfolio performance during its past fiscal year.

g   OTHER INFORMATION

A current SAI , which provides more details about the portfolio, is on file with the SEC and is incorporated by reference.

You may visit the EDGAR Database on the SEC's Internet website (www.sec.gov) to view the SAI , Annual and Semiannual Reports , material incorporated by reference and other information. You can also obtain copies by visiting the SEC's Public Reference Room in Washington, DC (phone 202-551-8090) or by sending your request and a duplicating fee to the SEC's Public Reference Section, Washington, DC 20549-0102 or electronically at publicinfo@sec.gov.

Please contact the Credit Suisse Funds to obtain, without charge, the SAI, Annual and Semiannual Reports and other information, and to make shareholder inquiries:

BY TELEPHONE:

800-222-8977

BY FACSIMILE:

888-606-8252

BY MAIL:

Credit Suisse Trust

P.O. Box 55030

Boston, MA 02205-5030

BY OVERNIGHT OR COURIER SERVICE:

Boston Financial Data Services, Inc.

Attn: Credit Suisse Trust

30 Dan Road

Canton, MA

02021-2809

ON THE INTERNET:

www.credit-suisse.com/us

The portfolio's SAI and Annual and Semiannual Reports are available on Credit Suisse's website, www.credit-suisse.com/us.

SEC file number:

Credit Suisse Trust  811-07261

P.O. BOX 55030, BOSTON, MA 02205-5030

800-222-8977 n WWW.CREDIT-SUISSE.COM/US

CREDIT SUISSE ASSET MANAGEMENT SECURITIES, INC., DISTRIBUTOR.  TRGSC-PRO-0509




CREDIT SUISSE FUNDS

Prospectus

May 1, 2009

CREDIT SUISSE TRUST
n   INTERNATIONAL EQUITY FLEX III PORTFOLIO

Credit Suisse Trust shares are not available directly to individual investors, but may be offered only through certain insurance products and pension and retirement plans.

As with all mutual funds, the Securities and Exchange Commission ("SEC") has not approved these securities, nor has it passed upon the adequacy or accuracy of this Prospectus . It is a criminal offense to state otherwise.

The Trust is advised by Credit Suisse Asset Management, LLC.

This prospectus will not be generally distributed or circulated in India. The portfolio shares may not be offered or sold directly or indirectly, in India or to any residents of India, except as permitted by applicable Indian laws and regulations.




CONTENTS

KEY POINTS     4    
Goal and Principal Strategies     4    
A Word About Risk     5    
Investor Profile     7    
PERFORMANCE SUMMARY     8    
Year-by-Year Total Returns     8    
Average Annual Total Returns     9    
INVESTOR EXPENSES     10    
Fees and Portfolio Expenses     10    
Example     11    
THE PORTFOLIO IN DETAIL     12    
The Management Firms     12    
Portfolio Information Key     13    
Goal and Strategies     13    
Portfolio Investments     15    
Risk Factors     16    
Portfolio Management     16    
Financial Highlights     17    
MORE ABOUT RISK     18    
Introduction     18    
Types of Investment Risk     18    
Certain Investment Practices     22    
MEET THE MANAGERS     26    
MORE ABOUT YOUR PORTFOLIO     27    
Share Valuation     27    
Distributions     28    
Taxes     28    
Statements and Reports     30    
BUYING AND SELLING SHARES     31    
OTHER INFORMATION     33    
About The Distributor     33    
FOR MORE INFORMATION     back cover    

 


3



KEY POINTS

GOAL AND PRINCIPAL STRATEGIES

GOAL   PRINCIPAL STRATEGIES   PRINCIPAL RISK FACTORS  
Capital appreciation   n Invests, under normal market conditions, at least 80% of its net assets, plus any borrowings for investment purposes, in equity securities of foreign companies and derivatives providing exposure to equity securities of foreign companies
n Seeks to outperform the MSCI EAFE Index which is designed to measure the performance of equities in developed markets outside of North America, which include Europe, Australasia (Australia & New Zealand) and the Far East
n Generally will (i) purchase securities, either directly or through derivatives, in an amount up to approximately 130% of its net assets and (ii) sell securities short (which means, sell borrowed securities with the intention of repurchasing them for a profit on the expectation that the market price will drop), either directly or through derivatives, in an amount up to approximately 30% of its net assets
n Uses proprietary quantitative models designed to:
n forecast the expected relative return of stocks by analyzing a number of fundamental factors, including a company's relative valuation, use of capital, management's approach to financial reporting, profitability, realized and expected growth potential and level and trend of earnings and share price
n identify stocks that are likely to suffer declines in price if market conditions deteriorate and either limit the portfolio's overall long exposure or increase the portfolio's overall short exposure to such low quality stocks and
n help determine the portfolio's relative exposure to different industry sectors by analyzing sector performance under different market scenarios
n Maintains investment attributes that are similar to those of the basket of securities included in the MSCI EAFE Index and intends to limit its divergence from the that index in terms of market, industry and sector exposures
n May invest in equity securities without regard to market capitalization
  n Derivatives risk
n Foreign securities risk
n Leveraging risk
n Market risk
n Model risk
n Short sales risk
n Small companies
n Special-situation companies
 

 


4



g   A WORD ABOUT RISK

All investments involve some level of risk. Simply defined, risk is the possibility that you will lose money or not make money.

Principal risk factors for the portfolio are discussed below. Before you invest, please make sure you understand the risks that apply to the portfolio. As with any mutual fund, you could lose money over any period of time.

Investments in the portfolio are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

DERIVATIVES RISK

Derivatives, such as options, forwards, futures and swap agreements (see "Certain Investment Practices" table beginning on page 22), are financial contracts whose value depends on, or is derived from, the value of an underlying asset, reference rate or index. The portfolio typically uses derivatives as a substitute for taking a position in the underlying asset and/or as part of a strategy designed to reduce exposure to other risks, such as interest rate or currency risks. The portfolio may also use derivatives for leverage. The portfolio's use of derivative instruments involves risk different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Derivatives are subject to the following risks described below—correlation risk, liquidity risk, interest-rate risk, market risk and credit risk. Also, suitable derivative transactions may not be available in all circumstances and there can be no assurance that the portfolio will engage in these transactions to reduce exposure to other risks when that would be beneficial.

FOREIGN SECURITIES RISK

A portfolio that invests outside the U.S. carries additional risks that include:

n    Currency Risk Fluctuations in exchange rates between the U.S. dollar and foreign currencies may negatively affect an investment. Adverse changes in exchange rates may erode or reverse any gains produced by foreign-currency-denominated investments and may widen any losses. Although the portfolio may seek to reduce currency risk by hedging part or all of its exposure to various foreign currencies, it is not required to do so.

n    Information Risk Key information about an issuer, security or market may be inaccurate or unavailable.

n    Political Risk Foreign governments may expropriate assets, impose capital or currency controls, impose punitive taxes, or nationalize a company or industry. Any of these actions could have a severe effect on security prices and impair the portfolio's ability to bring its capital or income back to the U.S. Other political risks include economic policy changes, social and political instability, military action and war.


5



LEVERAGING RISK

When the portfolio uses leverage through activities such as borrowing, entering into short sales, purchasing securities on margin or on a "when-issued" basis or purchasing derivative instruments in an effort to increase its returns, the portfolio has the risk of magnified capital losses that occur when losses affect an asset base, enlarged by borrowings or the creation of liabilities, that exceeds the net assets of the portfolio. The net asset value of the portfolio when employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the portfolio to pay interest.

MARKET RISK

The market value of a security may fluctuate, sometimes rapidly and unpredictably. These fluctuations, which are often referred to as "volatility," may cause a security to be worth less than it was worth at an earlier time. Market risk may affect a single issuer, industry, sector of the economy, or the market as a whole. Market risk is common to most investments—including stocks and bonds and the mutual funds that invest in them.

MODEL RISK

The portfolio bears the risk that the proprietary quantitative models used by the portfolio manager will not be successful in identifying securities that will help the portfolio achieve its investment objectives, causing the portfolio to underperform its benchmark or other funds with a similar investment objective.

SHORT SALES RISK

Short sales expose the portfolio to the risk that it will be required to cover its short position at a time when the securities have appreciated in value, thus resulting in a loss to the portfolio. The portfolio's loss on a short sale could theoretically be unlimited in a case where the portfolio is unable, for whatever reason, to close out its short position. Short sales also involve transaction and other costs that will reduce potential gains and increase potential portfolio losses. The use by the portfolio of short sales in combination with long positions in its portfolio in an attempt to improve performance may not be successful and may result in greater losses or lower positive returns than if the portfolio held only long positions. It is possible that the portfolio's long equity positions will decline in value at the same time that the value of the securities it has sold short increases, thereby increasing potential losses to the portfolio. In addition, the portfolio's short selling strategies may limit its ability to fully benefit from increases in the equity markets. Short selling also involves a form of financial leverage that may exaggerate any losses realized by the portfolio. Also, there is the risk that the


6



counterparty to a short sale may fail to honor its contractual terms, causing a loss to the portfolio.

SMALL COMPANIES

Small companies may have less-experienced management, limited product lines, unproven track records or inadequate capital reserves. Their securities may carry increased market, liquidity, information and other risks. Key information about the company may be inaccurate or unavailable.

SPECIAL-SITUATION COMPANIES

"Special situations" are unusual developments that affect a company's market value. Examples include mergers, acquisitions and reorganizations. Securities of special-situation companies may decline in value if the anticipated benefits of the special situation do not materialize.

g   INVESTOR PROFILE

This portfolio is designed for investors who:

n   are investing for long-term goals

n   are willing to assume the risk of losing money in exchange for attractive potential long-term returns

n   are investing for capital appreciation

n   want to diversify their investments internationally

It may NOT be appropriate if you:

n   are investing for a shorter time horizon

n   are uncomfortable with an investment that will fluctuate in value

n   want to limit your exposure to foreign securities

n   are looking for income

You should base your investment decision on your own goals, risk preferences and time horizon.


7



PERFORMANCE SUMMARY

The bar chart below and the table on the next page provide an indication of the risks of investing in the portfolio. The bar chart shows you how the portfolio's performance has varied from year to year for up to 10 years. The table compares the portfolio's performance over time to that of a broad-based securities market index. The bar chart and table do not reflect additional charges and expenses which are, or may be, imposed under the variable contracts or plans; such charges and expenses are described in the prospectus of the insurance company separate account or in the plan documents or other informational materials supplied by plan sponsors. Inclusion of these charges and expenses would reduce the total return for the periods shown. As with all mutual funds, past performance is not a prediction of future performance.

  *  Effective May 1, 2009, the portfolio adopted new investment strategies so that its holdings are selected using quantitative stock selection models rather than the fundamental analysis approach and through which it invests primarily in foreign equity securities using a "flexible 130/30 strategy" in an attempt to outperform the MSCI EAFE Index. Investors should be aware that performance information shown above does not reflect the current investment strategies of the portfolio. Prior to May 1, 2009, the portfolio was known as "Emerging Markets Portfolio."


8



AVERAGE ANNUAL TOTAL RETURNS 1

PERIOD ENDED 12/31/08:   ONE YEAR
2008
  FIVE YEARS
2004-2008
  TEN YEARS
1999-2008
  INCEPTION
DATE
 
INTERNATIONAL EQUITY
FLEX III PORTFOLIO
    -54.80 %     4.38 %     5.79 %     12/31/97    
MSCI EMERGING MARKETS
FREE INDEX 2
(REFLECTS NO DEDUCTIONS
FOR FEES AND EXPENSES)
    -53.18 %     8.02 %     9.31 %        

 

          

   1   Performance information shown above does not reflect the current investment strategies of the portfolio. Effective May 1, 2009, the MSCI EAFE Index replaced the MSCI Emerging Markets Free Index as the benchmark-index for the portfolio.

  2   The Morgan Stanley Capital International Emerging Markets Free Index is a free float-adjusted market-capitalization index that is designed to measure equity-market performance in the global emerging markets. It is the exclusive property of Morgan Stanley Capital International Inc. Investors cannot invest directly in an index.

UNDERSTANDING PERFORMANCE

   n    Total return tells you how much an investment in the portfolio has changed in value over a given time period. It assumes that all dividends and capital gains (if any) were reinvested in additional shares. The change in value can be stated either as a cumulative return or as an average annual rate of return .

   n   A cumulative total return is the actual return of an investment for a specified period. The year-by-year total returns in the bar chart are examples of one-year cumulative total returns.

   n   An average annual total return applies to periods longer than one year. It smoothes out the variations in year-by-year performance to tell you what constant annual return would have produced the investment's actual cumulative return. This gives you an idea of an investment's annual contribution to your portfolio, assuming you held it for the entire period.

   n   Because of compounding, the average annual total returns in the table cannot be computed by averaging the returns in the bar chart.


9



INVESTOR EXPENSES

FEES AND PORTFOLIO EXPENSES

This table describes the fees and expenses you may pay as a shareholder. Annual portfolio operating expenses are estimated for the fiscal year ending December 31, 2009. The table below and the example on the next page do not reflect additional charges and expenses which are, or may be, imposed under the variable contracts or plans; such charges and expenses are described in the prospectus of the insurance company separate account or in the plan documents or other informational materials supplied by plan sponsors. If such charges and expenses were reflected in the table and example, the expenses shown below would have been higher. The portfolio's expenses should be considered with these charges and expenses in evaluating the overall cost of investing in the separate account.

Shareholder fees
(paid directly from your investment)
 
Sales charge (load) on purchases     N/A    
Deferred sales charge (load)     N/A    
Sales charge (load) on reinvested distributions     N/A    
Redemption fees     N/A    
Exchange fees     N/A    
Annual portfolio operating expenses
(deducted from portfolio assets)
 
Management fee 1       1.20 %  
Distribution and service (12b-1) fee     NONE    
Other expenses  
Dividends on short sales 2       0.80 %  
All other expenses     0.40 %  
Total annual portfolio operating expenses 3       2.40 %  
Fee waivers 1       (0.20 )%  
Net expenses 1       2.20 %  

 

   1   The portfolio pays a management fee that consists of two components: (1) a monthly base management fee calculated by applying a fixed rate of 1.20% ("Base Fee") plus or minus (2) a performance fee adjustment calculated by applying a variable rate of up to 0.20% (positive or negative) to average daily net assets during the applicable performance measurement period. The actual rate of the performance fee adjustment is based on the portfolio's performance relative to its previous benchmark index, the MSCI Emerging Markets Free Index, as follows:

Annualized Return
(Net of Expenses)
Relative to MSCI Emerging
Markets Free Index
  >2.00%

  2.00 % to
1.00 %
  1.00 % to
0.00 %
  0.00 % to
-1.00 %
  -1.00 % to
-2.00 %
  >-2.00%

 
Performance Adjustment   +0.20 %   +0.10 %   None   None   -0.10 %   -0.20 %  

 

              

    The performance fee adjustment went into effect on October 1, 2007. Based on performance as of December 31, 2008, the portfolio's advisory fee is comprised of a base fee of 1.20% and a performance adjustment of (0.31)%.


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    Credit Suisse Asset Management, LLC, the portfolio's investment adviser, has contractually agreed to waive its fee so that it does not exceed 1.00%. This arrangement will be terminated upon an amendment to the portfolio's investment advisory contract relating to a change in the management fee to the lesser of (i) a monthly fee calculated at an annualized rate of 1.00% of the Portfolio's average daily net assets or (ii) the current management fee which consists of the Base Fee plus or minus the performance fee adjustment for the applicable performance measurement period.

  2   Dividends on short sales are dividends paid to lenders on borrowed securities. These expenses relating to dividends on short sales will vary depending on whether the securities the portfolio sells short pay dividends and on the size of such dividends.

   3   Credit Suisse Asset Management, LLC has also voluntarily agreed to waive an additional portion of its fees payable by the portfolio. Expected fees and expenses for the fiscal year ending December 31, 2009 (after waivers and expense reimbursements or credits) are shown below. Fee waivers and expense reimbursements reflected in the fees and expenses shown below are voluntary and may be discontinued at any time. Credit Suisse Asset Management, LLC will not reimburse the portfolio for any expenses relating to dividends on short sales.

EXPENSES AFTER WAIVERS,
REIMBURSEMENTS AND CREDITS
 
Management fee     0.95 %  
Distribution and service (12b-1) fee     NONE    
Other expenses  
Dividends on short sales     0.80 %  
All other expenses     0.40 %  
Net annual portfolio operating expenses     2.15 %  

 

EXAMPLE

This example may help you compare the cost of investing in the portfolio with the cost of investing in other mutual funds. Because it uses hypothetical conditions, your actual costs may be higher or lower.

Assume you invest $10,000, the portfolio returns 5% annually, expense ratios remain as listed in the first table above (before fee waivers, expense reimbursements or credits), and you close your account at the end of each of the time periods shown. Based on these assumptions, your cost would be:

ONE YEAR   THREE YEARS   FIVE YEARS   TEN YEARS  
$ 223     $ 688     $ 1,180     $ 2,534    

 


11



THE PORTFOLIO IN DETAIL

g   THE MANAGEMENT FIRMS

CREDIT SUISSE ASSET
MANAGEMENT, LLC

Eleven Madison Avenue
New York, NY 10010

n   Investment adviser for the portfolio

n   Responsible for managing the portfolio's assets according to its goal and strategies

n   Is part of the asset management business of Credit Suisse, one of the world's leading banks

n   Credit Suisse provides its clients with investment banking, private banking and asset management services worldwide. The asset management business of Credit Suisse is comprised of a number of legal entities around the world that are subject to distinct regulatory requirements

For easier reading, Credit Suisse Asset Management, LLC will be referred to as "Credit Suisse" or "we" throughout this Prospectus .

For the 2008 fiscal year, the portfolio paid Credit Suisse 0.64% of its average net assets for advisory services, due to voluntary fee waivers. The portfolio's contractual management fee consists of two components: (1) a monthly base management fee calculated by applying a fixed rate of 1.20% ("Base Fee") plus or minus (2) a performance fee adjustment calculated by applying a variable rate of up to 0.20% (positive or negative) to average daily net assets during the applicable performance measurement period. The actual rate of the performance fee adjustment is based on the portfolio's performance relative to its previous benchmark index, the MSCI Emerging Markets Free Index, as follows:

Annualized Return
(Net of Expenses)
Relative to MSCI Emerging
Markets Free Index
  >2.00%

  2.00 % to
1.00 %
  1.00 % to
0.00 %
  0.00 % to
-1.00 %
  -1.00 % to
-2.00 %
  >-2.00%

 
Performance Adjustment   +0.20 %   +0.10 %   None   None   -0.10 %   -0.20 %  

 

Based on performance as of December 31, 2008, the portfolio's advisory fee was comprised of a base fee of 1.20% and a performance adjustment of (0.31)%.

Credit Suisse Asset Management, LLC, the portfolio's investment adviser, has contractually agreed to waive its fee so that it does not exceed 1.00%. This arrangement will be terminated upon an amendment to the portfolio's investment advisory contract relating to a change in the management fee to the lesser of (i) a monthly fee calculated at an annualized rate of 1.00% of the portfolio's average daily net assets or (ii) the current management fee which consists of the Base Fee plus or minus the performance fee adjustment for the applicable performance measurement period.

A discussion regarding the basis for the Board of Trustees' approval of the investment advisory and sub-advisory contracts of the portfolio is available in


12



the portfolio's Annual Report to shareholders for the period ended December 31, 2008.

g   PORTFOLIO INFORMATION KEY

A concise description of the portfolio follows. The description provides the following information:

GOAL AND STRATEGIES

The portfolio's particular investment goal and the strategies it intends to use in pursuing that goal. Percentages of portfolio assets are based on total assets unless indicated otherwise.

PORTFOLIO INVESTMENTS

The principal types of securities in which the portfolio invests. Secondary investments are described in "More About Risk."

RISK FACTORS

The principal risk factors associated with the portfolio. Additional risk factors are included in "More About Risk."

PORTFOLIO MANAGEMENT

The individuals designated by the investment adviser to handle the portfolio's day-to-day management.

FINANCIAL HIGHLIGHTS

A table showing the portfolio's audited financial performance for up to five years. Certain information in the table reflects financial results for a single portfolio share.

n    Total return How much you would have earned or lost on an investment in the portfolio, assuming you had reinvested all dividend and capital-gain distributions.

n    Portfolio turnover An indication of trading frequency. The portfolio may sell securities without regard to the length of time they have been held. A high turnover rate may increase the portfolio's transaction costs and negatively affect its performance.

The Annual Report includes the independent registered public accounting firm's report, along with the portfolio's financial statements. It is available free upon request through the methods described on the back cover of this Prospectus .

g   GOAL AND STRATEGIES

The portfolio seeks capital appreciation. To pursue this goal, it invests, under normal market conditions, at least 80% of its net assets, plus any borrowings for investment purposes, in equity securities of foreign companies and derivatives providing exposure to equity securities of foreign companies. The portfolio will consist of the securities of companies included within the MSCI EAFE Index (the "Benchmark"), as well as other companies that the portfolio manager deems to have similar characteristics to the companies included in the Benchmark. The Benchmark is designed to measure the performance of equities in developed markets outside of North America, which include Europe, Australasia (Australia & New Zealand) and the Far East. As of March 31, 2009, the


13



Benchmark had a market capitalization range of approximately $482 million to $129.614 billion.

The portfolio generally will (i) purchase securities (i.e., hold long positions), either directly or through derivatives, in an amount up to approximately 130% of its net assets and (ii) sell securities short (i.e., hold short positions), either directly or through derivatives, in an amount up to approximately 30% of its net assets. (Selling securities short means selling borrowed securities with the intention of repurchasing them for a profit on the expectation that the market price will drop.) The portfolio intends to maintain an approximate net 100% long exposure to the equity market (i.e., long market value minus short market value). The long and short positions held by the portfolio may vary over time depending on the relative performance of the portfolio's securities selections and the availability of attractive investment opportunities.

The term "flex" in the portfolio's name refers to the ability of the portfolio to vary from 100% to 130% its long positions and to vary from 0% to 30% its short positions, based on market conditions. While the portfolio intends to utilize short exposure, under certain conditions, it may be entirely long. In a traditional fund that does not permit short sales of securities, the fund's adviser can at most assign a zero weighting to securities that the adviser expects to underperform. With respect to the portfolio, however, the portfolio manager may actually sell securities short that it views as likely to decline in value or underperform. Additionally, the ability of the portfolio to sell securities short generally enables the portfolio to invest in additional securities as long positions while normally keeping the overall net exposure to the market the same as a traditional long-only strategy.

The portfolio intends to maintain an approximate net 100% long exposure to the equity market (i.e., long market value minus short market value). The long and short positions held by the portfolio may vary over time depending on the relative performance of the portfolio's securities selections and the availability of attractive investment opportunities. In times of unusual or adverse market, economic or political conditions, the portfolio's long positions may be closer to 100% and/or its short positions may be closer to 0% of its net assets.

The portfolio follows quantitative portfolio management techniques rather than a traditional fundamental equity research approach. The portfolio manager selects securities for the portfolio using proprietary quantitative models, which are designed to:

n   forecast the expected relative return of stocks by analyzing a number of fundamental factors, including a company's relative valuation, use of capital, management's approach to financial reporting, profitability, realized and expected growth potential and level and trend of earnings and share price

n   identify stocks that are likely to suffer declines in price if market conditions deteriorate and either limit the portfolio's overall long exposure or increase the portfolio's overall short


14



exposure to such low quality stocks and

n   help determine the portfolio's relative exposure to different industry sectors by analyzing sector performance under different market scenarios

The portfolio manager applies these models to companies that are represented in the Benchmark, as well as other companies that it deems to have similar characteristics to the companies included in the Benchmark. The portfolio normally will be managed by both overweighting and underweighting certain securities and selling short certain securities relative to the Benchmark, using the proprietary quantitative models discussed above and based on the expected return and the risks associated with individual securities considered relative to the portfolio as a whole, among other characteristics. In general, the portfolio will seek to maintain investment attributes that are similar to those of the basket of securities included in the Benchmark, and intends to limit its divergence from the Benchmark in terms of market, industry and sector exposures. The portfolio may invest in equity securities without regard to market capitalization.

The portfolio manager generally maintains a long or short position until the quantitative stock selection models described above indicate that such position be reduced or eliminated, although the portfolio manager is not required to reduce or eliminate the position under those circumstances. The portfolio manager may also reduce or eliminate a position in a security for a variety of reasons, such as to realize profits or take advantage of better investment opportunities.

Some companies may cease to be represented in the Benchmark after the portfolio has purchased their securities. The portfolio is not required to sell securities solely because the issuers are no longer represented in the Benchmark, and may continue to hold such securities.

The portfolio's 80% investment policy may be changed by the Board of Trustees on 60 days' notice to shareholders. The portfolio's investment objective may be changed without shareholder approval.

g   PORTFOLIO INVESTMENTS

The portfolio's equity holdings may include:

n   common stocks

n   preferred stocks

n   securities convertible into common stocks

n   securities whose values are based on common stock, such as rights and warrants

The portfolio invests primarily in foreign equity securities, including both listed and unlisted securities, but may also invest in foreign securities and restricted securities or other instruments with no ready market (see "Certain Investment Practices" table beginning on page 22). The portfolio may also engage in other investment practices, such as investing or using options, forwards, futures, swaps and other types of derivative instruments in


15



seeking to achieve its investment objective or for hedging purposes.

g   RISK FACTORS

The portfolio's principal risk factors are:

n   derivatives risk

n   foreign securities risk

n   leveraging risk

n   market risk

n   model risk

n   short sales risk

n   small companies

n   special-situation companies

The portfolio's use of derivative instruments involves risk different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments.

Because the portfolio invests internationally, it carries additional risks, including currency, information and political risks. These risks are defined in "More About Risk."

When the portfolio uses leverage, the portfolio has the risk of magnified capital losses that occur when losses affect an asset base, enlarged by borrowings or the creation of liabilities, that exceeds the net assets of the portfolio. The net asset value of the portfolio when employing leverage will be more volatile and sensitive to market movements.

The value of your investment generally will fluctuate in response to stock-market movements.

The portfolio bears the risk that the proprietary quantitative models used by the portfolio manager will not be successful in identifying securities that will help the portfolio achieve its investment objectives, causing the portfolio to underperform the Benchmark or other funds with a similar investment objective.

Short sales expose the portfolio to the risk that it will be required to cover its short position at a time when the securities have appreciated in value, thus resulting in a loss to the portfolio. The portfolio's loss on a short sale could theoretically be unlimited in a case where the portfolio is unable, for whatever reason, to close out its short position. The use by a portfolio of short sales in combination with long positions in its portfolio in an attempt to improve performance may not be successful and may result in greater losses or lower positive returns than if the portfolio held only long positions.

Investing in small companies may expose the portfolio to increase market, liquidity and information risks. These risks are defined in "More About Risk."

Securities of companies in "special situations" may decline in value and hurt the portfolio's performance if the anticipated benefits of the special situation do not materialize.

"More About Risk" details certain other investment practices the portfolio may use. Please read that section carefully before you invest.

g   PORTFOLIO MANAGEMENT

Jordan Low is responsible for the day-to-day portfolio management of the portfolio. Mr. Low is supported by a team of investment professionals from the Credit Suisse Quantitative Equities Group. See "Meet the Manager."


16




FINANCIAL HIGHLIGHTS

The figures below have been audited by the portfolio's independent registered public accounting firm, PricewaterhouseCoopers LLP, whose report on the portfolio's financial statements is included in the portfolio's Annual Report . The total returns do not reflect additional charges and expenses which are, or may be, imposed under the variable contracts or plans; if such charges and expenses were reflected, total returns would be lower.

FOR THE YEAR ENDED DECEMBER 31:   2008   2007   2006   2005   2004  
Per share data  
Net asset value, beginning of year   $ 23.58     $ 21.85     $ 16.82     $ 13.25     $ 10.63    
Investment Operations  
Net investment income     0.25       0.37       0.21       0.14       0.12    
Net gain on investments and
foreign currency related items (both
realized and unrealized)
    (10.11 ) 1     5.58       5.19       3.53       2.53    
Total from investment operations     (9.86 )     5.95       5.40       3.67       2.65    
Less Dividends and Distributions  
Dividends from net investment income     (0.34 )     (0.37 )     (0.11 )     (0.10 )     (0.03 )  
Distributions from net realized gains     (9.30 )     (3.85 )     (0.26 )              
Total dividends and distributions     (9.64 )     (4.22 )     (0.37 )     (0.10 )     (0.03 )  
Net asset value, end of year   $ 4.08     $ 23.58     $ 21.85     $ 16.82     $ 13.25    
Total return 2     (54.80 )%     29.44 %     32.51 %     27.84 %     25.02 %  
Ratios and Supplemental Data  
Net assets, end of year (000s omitted)   $ 53,245     $ 179,817     $ 242,319     $ 186,190     $ 115,224    
Ratio of expenses to average net assets     1.04 %     1.30 %     1.36 %     1.40 %     1.40 %  
Ratio of net investment income
to average net assets
    1.40 %     0.94 %     1.11 %     1.11 %     1.21 %  
Decrease reflected in above operating
expense ratios due to waivers/reimbursements
    0.25 %     0.15 %     0.23 %     0.25 %     0.29 %  
Portfolio turnover rate     61 %     62 %     80 %     77 %     121 %  

 

1   The investment adviser fully reimbursed the Portfolio for a loss on a transaction that did not meet the Portfolio's investment guidelines, which otherwise would have reduced the amount by $0.01.

2   Total returns are historical and assume changes in share price and reinvestment of all dividends and distributions. Had certain expenses not been reduced during the years shown, total returns would have been lower. Total returns do not reflect charges and expenses attributable to any particular variable contract or plan.


17




MORE ABOUT RISK

g   INTRODUCTION

The portfolio's goal and principal strategies largely determine its risk profile. You will find a concise description of the portfolio's risk profile in "Key Points." The preceding discussion of the portfolio contains more detailed information. This section discusses other risks that may affect the portfolio.

The portfolio may use certain investment practices that have higher risks associated with them. However, the portfolio has limitations and policies designed to reduce many of the risks. The "Certain Investment Practices" table describes these practices and the limitations on their use.

The portfolio offers its shares to (1) insurance company separate accounts that fund both variable annuity contracts and variable life insurance contracts and (2) tax-qualified pension and retirement plans including participant-directed plans which elect to make the portfolio an investment option for plan participants. Due to differences of tax treatment and other considerations, the interests of various variable contract owners and plan participants participating in the portfolio may conflict. The Board of Trustees will monitor the portfolio for any material conflicts that may arise and will determine what action, if any, should be taken. If a conflict occurs, the Board may require one or more insurance company separate accounts and/or plans to withdraw its investments in the portfolio, which may cause the portfolio to sell securities at disadvantageous prices and disrupt orderly portfolio management. The Board also may refuse to sell shares of the portfolio to any variable contract or plan or may suspend or terminate the offering of shares of the portfolio if such action is required by law or regulatory authority or is in the best interests of the shareholders of the portfolio.

g   TYPES OF INVESTMENT RISK

The following risks are referred to throughout this Prospectus .

PRINCIPAL RISK FACTORS

Derivatives Risk Derivatives, such as options, forwards, futures and swap agreements (see "Certain Investment Practices" table beginning on page 22), are financial contracts whose value depends on, or is derived from, the value of an underlying asset, reference rate or index. The portfolio typically uses derivatives as a substitute for taking a position in the underlying asset and/or as part of a strategy designed to reduce exposure to other risks, such as interest rate or currency risks. The portfolio may also use derivatives for leverage. The portfolio's use of derivative instruments involves risk different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Derivatives are subject to the following risks described below – correlation risk, liquidity risk, interest-rate risk, market risk and credit risk. Also, suitable derivative transactions may not be available in all circumstances and there can be no


18



assurance that the portfolio will engage in these transactions to reduce exposure to other risks when that would be beneficial.

Foreign Securities Risk A portfolio that invests outside the U.S. carries additional risks that include:

n    Currency Risk Fluctuations in exchange rates between the U.S. dollar and foreign currencies may negatively affect an investment. Adverse changes in exchange rates may erode or reverse any gains produced by foreign-currency-denominated investments and may widen any losses. Although the portfolio may seek to reduce currency risk by hedging part or all of its exposure to various foreign currencies, it is not required to do so.

n    Information Risk Key information about an issuer, security or market may be inaccurate or unavailable.

n    Political Risk Foreign governments may expropriate assets, impose capital or currency controls, impose punitive taxes, or nationalize a company or industry. Any of these actions could have a severe effect on security prices and impair the portfolio's ability to bring its capital or income back to the U.S. Other political risks include economic policy changes, social and political instability, military action and war.

Leveraging Risk When the portfolio uses leverage through activities such as borrowing, entering into short sales, purchasing securities on margin or on a "when-issued" basis or purchasing derivative instruments in an effort to increase its returns, the portfolio has the risk of magnified capital losses that occur when losses affect an asset base, enlarged by borrowings or the creation of liabilities, that exceeds the net assets of the portfolio. The net asset value of the portfolio when employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the portfolio to pay interest.

Market Risk The market value of a security may fluctuate, sometimes rapidly and unpredictably. These fluctuations, which are often referred to as "volatility," may cause a security to be worth less than it was worth at an earlier time. Market risk may affect a single issuer, industry, sector of the economy, or the market as a whole. Market risk is common to most investments – including stocks and bonds, and the mutual funds that invest in them.

Model Risk The portfolio bears the risk that the proprietary quantitative models used by the portfolio manager will not be successful in identifying securities that will help the portfolio achieve its investment objectives, causing the portfolio to underperform its benchmark or other funds with a similar investment objective.

Short Sales Risk Short sales expose the portfolio to the risk that it will be required to cover its short position at a time when the securities have appreciated in value, thus resulting in a


19



loss to the portfolio. The portfolio's loss on a short sale could theoretically be unlimited in a case where the portfolio is unable, for whatever reason, to close out its short position. Short sales also involve transaction and other costs that will reduce potential gains and increase potential portfolio losses. The use by the portfolio of short sales in combination with long positions in its portfolio in an attempt to improve performance may not be successful and may result in greater losses or lower positive returns than if the portfolio held only long positions. It is possible that the portfolio's long equity positions will decline in value at the same time that the value of the securities it has sold short increases, thereby increasing potential losses to the portfolio. In addition, the portfolio's short selling strategies may limit its ability to fully benefit from increases in the equity markets. Short selling also involves a form of financial leverage that may exaggerate any losses realized by the portfolio. Also, there is the risk that the counterparty to a short sale may fail to honor its contractual terms, causing a loss to the portfolio.

Small Companies Small companies may have less-experienced management, limited product lines, unproven track records or inadequate capital reserves. Their securities may carry increased market, liquidity, information and other risks. Key information about the company may be inaccurate or unavailable.

Special-Situation Companies "Special situations" are unusual developments that affect a company's market value. Examples include mergers, acquisitions and reorganizations. Securities of special-situation companies may decline in value if the anticipated benefits of the special situation do not materialize.

OTHER RISK FACTORS

Access Risk Some countries may restrict the portfolio's access to investments or offer terms that are less advantageous than those for local investors. This could limit the attractive investment opportunities available to the portfolio.

Correlation Risk The risk that changes in the value of an instrument used for hedging purposes will not match those of the investment being hedged.

Emerging Markets Risk Investing in emerging (less developed) markets involves higher levels of risk, including increased currency, information, liquidity, market, political and valuation risks. Deficiencies in regulatory oversight, market infrastructure, shareholder protections and company laws could expose the portfolio to operational and other risks as well. Some countries may have restrictions that could limit the portfolio's access to attractive opportunities. Additionally, emerging markets often face serious economic problems (such as high external debt, inflation and unemployment) that could subject the portfolio to increased volatility or substantial declines in value.


20



Credit Risk The issuer of a security or the counterparty to a contract may default or otherwise become unable to honor a financial obligation.

Exposure Risk The risk associated with investments (such as derivatives) or practices (such as short selling) that increase the amount of money a portfolio could gain or lose on an investment.

n    Hedged Exposure risk could multiply losses generated by a derivative or practice used for hedging purposes. Such losses should be substantially offset by gains on the hedged investment. However, while hedging can reduce or eliminate losses, it can also reduce or eliminate gains.

n    Speculative To the extent that a derivative or practice is not used as a hedge, the portfolio is directly exposed to its risks. Potential losses from speculative positions in a derivative, such as writing uncovered call options, and from speculative short sales, are unlimited.

Interest-rate Risk Changes in interest rates may cause a decline in the market value of an investment.

Liquidity Risk Certain portfolio securities may be difficult or impossible to sell at the time and the price that the portfolio would like. The portfolio may have to lower the price, sell other securities instead or forgo an investment opportunity. Any of these could have a negative effect on portfolio management or performance.

Operational Risk Some countries have less-developed securities markets (and related transaction, registration and custody practices) that could subject the portfolio to losses from fraud, negligence, delay or other actions.

Regulatory Risk Governments, agencies or other regulatory bodies may adopt or change laws or regulations that could adversely affect an issuer, the market value of a security, or the portfolio's performance.

Valuation Risk The lack of an active trading market may make it difficult to obtain an accurate price for a portfolio security.


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CERTAIN INVESTMENT PRACTICES

For each of the following practices, this table shows the applicable investment limitation. Risks are indicated for each practice.

KEY TO TABLE:

n   Permitted without limitation; does not indicate actual use

20%  Bold type (e.g., 20%) represents an investment limitation as a percentage of net portfolio assets; does not indicate actual use

20%  Roman type (e.g., 20%) represents an investment limitation as a percentage of total portfolio assets; does not indicate actual use

o   Permitted, but not expected to be used to a significant extent

INVESTMENT PRACTICE   LIMIT  
Borrowing The borrowing of money from banks to meet redemptions or for other temporary
or emergency purposes. Leveraging, speculative exposure risk.
  33 1 / 3 %  
Country/region focus Investing a significant portion of portfolio assets in a single country
or region. Market swings in the targeted country or region will be likely to have a greater
effect on portfolio performance than they would in a more geographically diversified equity
portfolio. Currency, market, political, regulatory risks.
  n  
Currency transactions Instruments, such as options, futures, forwards or swaps, intended
to manage portfolio exposure to currency risk or to enhance total return. Options, futures or
forwards involve the right or obligation to buy or sell a given amount of foreign currency at a
specified price and future date. Swaps involve the right or obligation to receive or make
payments based on two different currency rates. 1 Correlation, credit, currency, derivatives,
hedged exposure, leveraging, liquidity, political, speculative exposure, valuation risks.
  n  
Emerging markets Countries generally considered to be relatively less developed or industrialized.
Emerging markets often face economic problems that could subject the portfolio to increased
volatility or substantial declines in value. Deficiencies in regulatory oversight, market infrastructure,
shareholder protections and company laws could expose the portfolio to risks beyond those
generally encountered in developed countries. Access, currency, emerging markets, information,
liquidity, market, operational, political, regulatory, valuation risks.
  n  
Equity and equity-related securities Common stocks and other securities representing or
related to ownership in a company. May also include warrants, rights, options, preferred stocks
and convertible debt securities. These investments may go down in value due to stock market
movements or negative company or industry events. Liquidity, market, valuation risks.
  n  
Foreign securities Securities of foreign issuers. May include depository receipts. Currency,
information, liquidity, market, operational, political, regulatory, valuation risks.
  n  

 

1   The portfolio is not obligated to pursue any hedging strategy. In addition, hedging practices may not be available, may be too costly to be used effectively or may be unable to be used for other reasons.


22



INVESTMENT PRACTICE   LIMIT  
Futures and options on futures Futures contracts traded on an exchange that enable the portfolio to
hedge against or speculate on future changes in currency values, interest rates or stock indexes.
Futures obligate the portfolio (or give it the right, in the case of options) to receive or make
payment at a specific future time based on those future changes. 1 Correlation, currency,
derivatives, hedged exposure, interest-rate, leveraging, market, speculative exposure risks. 2  
  o  
Options Instruments that provide a right to buy (call) or sell (put) a particular security, currency
or index of securities at a fixed price within a certain time period. The portfolio may purchase
or sell (write) both put and call options for hedging or speculative purposes. 1 Correlation,
credit, derivatives, hedged exposure, leveraging, liquidity, market, speculative exposure, valuation risks.
  25 %  
Privatization programs Foreign governments may sell all or part of their interests in enterprises they
own or control. Access, currency, information, liquidity, operational, political, regulatory, valuation risks.
  n  

 

1   The portfolio is not obligated to pursue any hedging strategy. In addition, hedging practices may not be available, may be too costly to be used effectively or may be unable to be used for other reasons.

2   The portfolio is limited to using 5% of net assets for amounts necessary for initial margin and premiums on futures positions considered to be speculative.


23



INVESTMENT PRACTICE   LIMIT  
Real-estate investment trusts (REITs) Pooled investment vehicles that invest primarily in income-
producing real estate or real-estate-related loans or interests. Credit, interest-rate, liquidity, market risks.
  o  
Restricted and other illiquid securities Certain securities with restrictions on trading, or those
not actively traded. May include private placements. Liquidity, market, regulatory, valuation risks.
  15 %  
Sector concentration Investing more than 25% of the portfolio's net assets in a market sector.
Performance will largely depend on the sector's performance, which may differ in direction and degree
from that of the overall stock market. Financial, economic, business, political and other developments
affecting the sector will have a greater effect on the portfolio.
  o  
Securities lending Lending portfolio securities to financial institutions; the portfolio receives cash,
U.S. government securities or bank letters of credit as collateral. Credit, liquidity, market risks.
  33 1 / 3 %  
Short positions Selling borrowed securities with the intention of repurchasing them for a profit
on the expectation that the market price will drop. If the portfolio were to take short positions
in stocks that increase in value, then the portfolio would have to repurchase the securities at
that higher price and it would be likely to underperform similar mutual funds that do not take
short positions. Leveraging, liquidity, market, short sales, speculative exposure risks.
  30 %  
Short sales "against the box" A short sale when the portfolio owns enough shares of the
security involved to cover the borrowed securities, if necessary. Liquidity, market, short sales,
speculative exposure risks.
  10 %  
Short-term trading Selling a security shortly after purchase. A fund engaging in short-term trading will
have higher turnover and transaction expenses. Increased short-term capital gains distributions could
raise shareholders' income tax liability.
  o  
Small companies Companies with small relative market capitalizations,
including those with continuous operations of less than three years. Information, liquidity,
market, valuation risks.
  n  

 


24



INVESTMENT PRACTICE   LIMIT  
Special-situation companies Companies experiencing unusual developments affecting their
market values. Special situations may include acquisition, consolidation, reorganization,
recapitalization, merger, liquidation, special distribution, tender or exchange offer, or potentially
favorable litigation. Securities of a special-situation company could decline in value and hurt
the portfolio's performance if the anticipated benefits of the special situation do not materialize.
Information, market risks.
  n  
Structured investments Swaps, structured securities and other instruments that allow the portfolio
to gain access to the performance of a benchmark asset (such as an index or selected stocks)
where the portfolio's direct investment is restricted. Credit, currency, derivatives, information,
interest-rate, leveraging, liquidity, market, political, speculative exposure, valuation risks.
  o  
Swaps A contract between the portfolio and another party in which the parties agree to
exchange streams of payments based on certain benchmarks, such as market indices or
currency or interest rates. For example, the portfolio may use swaps to gain access to the
performance of a benchmark asset (such as an index or one or more stocks) where the
portfolio's direct investment is restricted. Credit, currency, derivatives, information, interest-rate,
leveraging, liquidity, market, political, speculative exposure, valuation risks.
  n  
Temporary defensive tactics Placing some or all of the portfolio's assets in investments such
as money-market obligations and investment-grade debt securities for defensive purposes.
Although intended to avoid losses in adverse market, economic, political or other conditions,
defensive tactics might be inconsistent with the portfolio's principal investment strategies and
might prevent the portfolio from achieving its goal.
  o  
Warrants Options issued by a company granting the holder the right to buy certain securities,
generally common stock, at a specified price and usually for a limited time. Liquidity, market,
speculative exposure risks.
  10 %  
When-issued securities and forward commitments The purchase or sale of securities for
delivery at a future date; market value may change before delivery. Liquidity, market,
speculative exposure risks.
  20 %  

 


25



MEET THE MANAGERS

Jordan Low is responsible for the day-to-day portfolio management of the portfolio. Mr. Low is supported by a team of investment professionals from the Credit Suisse Quantitative Equities Group.

Jordan Low, Director, is global head of research and portfolio management for quantitative equity products. Mr. Low has been the portfolio's portfolio manager since May 1, 2009. He joined Credit Suisse in February 2008. Mr. Low joined Credit Suisse Group in 2005 and was the US Head of Statistical Trading within the global proprietary trading business of the Investment Bank. Prior to joining Credit Suisse, Mr. Low worked for Deutsche Bank from 2002 to 2005 and for Morgan Stanley from 2001 to 2002 focusing on statistical arbitrage, fundamental and microstructure strategies as well as volatility arbitrage. Mr. Low holds B.S. in Computer Science, Management (Finance), Economics and Mathematics, and Master of Engineering in Computer Science, all from Massachusetts Institute of Technology. Mr. Low is a CFA charter holder and a member of the New York Society of Security Analysts as well as the Society of Quantitative Analysts.

The Statement of Additional Information (SAI) provides additional information about the portfolio manager's compensation, other accounts managed by the portfolio manager and the portfolio manager's ownership of securities in the portfolio.

Job titles indicate position with the investment adviser unless indicated otherwise.


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MORE ABOUT YOUR PORTFOLIO

g   SHARE VALUATION

The net asset value (NAV) of the portfolio is determined at the close of regular trading on the New York Stock Exchange (NYSE) (usually 4 p.m. Eastern Time) each day the NYSE is open for business. It is calculated by dividing the portfolio's total assets, less its liabilities, by the number of shares outstanding.

The portfolio's equity investments are valued at market value, which is generally determined using the closing price on the exchange or market on which the security is primarily traded at the time of valuation (the "Valuation Time"). If no sales are reported, equity investments are generally valued at the most recent bid quotation as of the Valuation Time or at the lowest asked quotation in the case of a short sale of securities. Debt securities with a remaining maturity greater than 60 days are valued in accordance with the price supplied by a pricing service, which may use a matrix, formula or other objective method that takes into consideration market indices, yield curves and other specific adjustments. Debt obligations that will mature in 60 days or less are valued on the basis of amortized cost, which approximates market value, unless it is determined that this method would not represent fair value. Investments in mutual funds are valued at the mutual fund's closing NAV per share on the day of valuation. Securities and other assets for which market quotations are not readily available, or whose values have been materially affected by events occurring before the portfolio's Valuation Time but after the close of the securities' primary markets, are valued at fair value as determined in good faith by, or under the direction of, the Board of Trustees under procedures established by the Board of Trustees. The portfolio may utilize a service provided by an independent third party which has been approved by the Board of Trustees to fair value certain securities.

The portfolio may also use fair value procedures if Credit Suisse determines that a significant event has occurred between the time at which a market price is determined and the time at which the portfolio's net asset value is calculated. In particular, the value of foreign securities may be materially affected by events occurring after the close of the market on which they are valued, but before the portfolio prices its shares. The portfolio uses a fair value model developed by an independent third party pricing service to price foreign equity securities on days when there is a certain percentage change in the value of a domestic equity security index, as such percentage may be determined by Credit Suisse from time to time.

The portfolio's fair valuation policies are designed to reduce dilution and other adverse effects on long-term shareholders of trading practices that seek to take advantage of "stale" or otherwise inaccurate prices. When fair value pricing is employed, the prices of securities used by the portfolio to


27



calculate its NAV may differ from quoted or published prices for the same securities. Valuing securities at fair value involves greater reliance on judgment than valuation of securities based on readily available market quotations. A portfolio that uses fair value to price securities may value those securities higher or lower than another fund using market quotations or its own fair value procedures to price the same securities. There can be no assurance that the portfolio could obtain the fair value assigned to a security if it were to sell the security at approximately the time at which the portfolio determines its NAV.

Some portfolio securities may be listed on foreign exchanges that are open on days (such as U.S. holidays) when the portfolio does not compute its prices. This could cause the value of the portfolio's investments to be affected by trading on days when you cannot buy or sell shares.

g   DISTRIBUTIONS

As a portfolio investor, you will receive distributions.

The portfolio earns dividends from stocks and interest from bond, money market and other investments. These are passed along as dividend distributions. The portfolio realizes capital gains whenever it sells securities for a higher price than it paid for them. These are passed along as capital gain distributions.

The portfolio typically distributes dividends and capital gains annually. The portfolio may make additional distributions at other times if necessary to avoid a federal tax. Unless otherwise specified, distributions will be reinvested automatically in additional shares of the portfolio.

Estimated year-end distribution information, including record and payment dates, generally will be available late in the year at www.credit-suisse.com/us or by calling 800-222-8977.

g   TAXES

The portfolio intends to comply with the diversification and investor control requirements currently imposed by the Internal Revenue Code of 1986, as amended (the "Code") on separate accounts of insurance companies as a condition of maintaining the tax-deferred status of variable contracts. The portfolio furthermore intends to qualify and be taxed each year as a "regulated investment company" under Subchapter M of the Code. In order to qualify to be taxed as a regulated investment company, the portfolio must meet certain income and asset diversification tests and distribution and investor control requirements. As a regulated investment company meeting these requirements, the portfolio will not be subject to federal income tax on its taxable net investment income and net capital gains that it distributes to its shareholders.

Shares of the portfolio may be purchased only through variable contracts and pension and retirement plans. Under current tax law,


28



distributions that are left to accumulate in a variable annuity or life insurance contract are not subject to federal income tax until they are withdrawn from the contract. Distributions made by the portfolio to an insurance company separate account, and exchanges and redemptions of portfolio shares made by a separate account, ordinarily do not cause the corresponding contract holder to recognize income or gain for federal income tax purposes. For a discussion of the tax status of a variable contract or pension or retirement plan, refer to the prospectus of the sponsoring participating insurance company separate account or plan documents or other informational materials supplied by plan sponsors.

In order to comply with the diversification requirements applicable to "segregated asset accounts" under the Code, the portfolio intends to structure its portfolio in a manner that complies with those requirements. The applicable Treasury regulations generally provide that, as of the end of each calendar quarter or within 30 days thereafter, no more than 55% of the total assets of an account may be represented by any one investment, no more than 70% by any two investments, no more than 80% by any three investments, and no more than 90% by any four investments. For this purpose all securities of the same issuer are considered a single investment, but in the case of government securities, each government agency or instrumentality is considered to be a separate issuer. So long as the portfolio qualifies as a "regulated investment company," each segregated asset account investing in the portfolio will be entitled to "look through" to the portfolio's assets in order to satisfy the diversification requirements. An alternative asset diversification test may be satisfied under certain circumstances. As noted above, the portfolio may sell its shares directly to separate accounts established and maintained by insurance companies for the purpose of funding variable annuity and variable life insurance contracts and to certain qualified pension and retirement plans; if the portfolio were to sell its shares to other categories of shareholders, the portfolio may fail to comply with applicable United States Treasury Department requirements regarding investor control. If the portfolio should fail to comply with the diversification or investor control requirements or fail to qualify as a regulated investment company under the Code, contracts invested in the portfolio would not be treated as annuity, endowment or life insurance contracts under the Code, and all income and gain earned inside the contracts would be taxed currently to the policyholders and would remain subject to taxation as ordinary income thereafter, even if the portfolio were to become adequately diversified.

Because each contract holder's situation is unique, ask your tax professional about the tax consequences of your investment.


29



g   STATEMENTS AND REPORTS

The portfolio produces financial reports, which include a list of the portfolio's holdings, semiannually and updates its Prospectus annually. The portfolio generally does not hold shareholder meetings. To reduce expenses by eliminating duplicate mailings to the same address, the portfolio may choose to mail only one report, Prospectus or proxy statement to your household, even if more than one person in the household has an account with the portfolio. If you would like to receive additional reports, Prospectuses or proxy statements, please call 800-222-8977.

The portfolio discloses its portfolio holdings and certain of the portfolio's statistical characteristics, such as industry diversification, as of the end of each calendar month on its website, www.credit-suisse.com/us. This information is posted on the portfolio's website after the end of each month and generally remains available until the portfolio holdings and other information as of the end of the next calendar month are posted on the website. A description of the portfolio's policies and procedures with respect to disclosure of its portfolio securities is available in the portfolio's SAI .


30



BUYING AND SELLING SHARES

You may not buy or sell shares of the portfolio directly; you may only buy or sell shares through variable annuity contracts and variable life insurance contracts offered by separate accounts of certain insurance companies or through tax-qualified pension and retirement plans. The portfolio may not be available in connection with a particular contract or plan.

An insurance company's separate accounts buy and sell shares of the portfolio at NAV, without any sales or other charges. Each insurance company receives orders from its contract holders to buy or sell shares of the portfolio on any business day that the portfolio calculates its NAV. If the order is received by the insurance company prior to the close of regular trading on the NYSE, the order will be executed at that day's NAV.

Plan participants may buy shares of the portfolio through their plan by directing the plan trustee to buy shares for their account in a manner similar to that described above for variable annuity and variable life insurance contracts. You should contact your plan sponsor concerning the appropriate procedure for investing in the portfolio.

The portfolio reserves the right to:

n   change or discontinue its exchange privilege after 60 days' notice to current investors, or temporarily suspend this privilege during unusual market conditions

n   charge a wire-redemption fee

n   make a "redemption in kind" – payment in portfolio securities rather than cash – for certain large redemption amounts that could hurt portfolio operations

n   suspend redemptions or postpone payment dates as permitted by law (such as during periods other than weekends or holidays when the NYSE is closed or trading on the NYSE is restricted, or any other time that the SEC permits)

n   stop offering the portfolio's shares for a period of time (such as when management believes that a substantial increase in assets could adversely affect it)

g   FREQUENT PURCHASES AND
g   SALES OF PORTFOLIO SHARES

Frequent purchases and redemptions of portfolio shares present risks to the contract owners or plan participants who hold shares of the portfolio through their annuity contracts or pension plans over the long term. These risks include the potential for dilution in the value of portfolio shares; interference with the efficient management of the portfolio, such as the need to keep a larger portion of the portfolio invested in cash or short-term securities, or to sell securities, rather than maintaining full investment in securities selected to achieve the portfolio's investment objective; losses on the sale of investments resulting from the need to sell securities at less favorable prices; and increased brokerage and administrative costs. These risks may be greater for portfolios investing in securities that are believed to be more susceptible to pricing discrepancies, such as foreign securities, high yield debt securities and small


31



capitalization securities, as certain investors may seek to make short-term trades as part of strategies aimed at taking advantage of "stale" or otherwise inaccurate prices for portfolio holdings (e.g., "time zone arbitrage").

The portfolio will take steps to detect and eliminate excessive trading in portfolio shares, pursuant to the portfolio's policies as described in this Prospectus and approved by the Board of Trustees. The portfolio defines excessive trading or "market timing" as two round trips (purchase and redemption of comparable assets) by an investor within 60 days. A contract owner or plan participant that is determined to be engaged in market timing will be restricted from making future purchases or exchange purchases in any of the Credit Suisse Funds. The portfolio's distributor enters into agreements with intermediaries such as insurance company separate accounts and tax-qualified pension and retirement plans that require such intermediaries to provide certain information to help detect frequent trading activity by their contract holders or plan participants and to eliminate frequent trading by these contract holders and plan participants.

The portfolio reserves the right to reject a purchase or exchange purchase order for any reason with or without prior notice to the insurance contract or plan. In particular, the portfolio reserves the right to reject a purchase or an exchange purchase order from any insurance contract or plan that in its opinion has not taken effective steps to detect and prevent frequent purchases and sales of portfolio shares.

The portfolio has also adopted fair valuation policies to protect the portfolio from "time zone arbitrage" with respect to foreign securities holdings and other trading practices that seek to take advantage of "stale" or otherwise inaccurate prices. See "More About Your Portfolio – Share Valuation."

There can be no assurance that these policies and procedures will be effective in limiting excessive trading in all cases. Also, contract holders and plan participants who invest in the portfolio through insurance company separate accounts and plans may be subject to the policies and procedures of their insurance companies and plans with respect to excessive trading of portfolio shares, which may define market timing differently than the portfolio does and have different consequences associated with it.

The portfolio's policies and procedures may be modified or terminated at any time upon notice of material changes to shareholders and prospective investors.


32



OTHER INFORMATION

g   ABOUT THE DISTRIBUTOR

Credit Suisse Asset Management Securities, Inc. (CSAMSI), an affiliate of Credit Suisse Asset Management, LLC, serves as distributor of the portfolio's shares. CSAMSI or its affiliates (including Credit Suisse Asset Management, LLC) may make payments out of their own resources to firms offering shares of the portfolio for providing administration, subaccounting, transfer agency and/or other services. CSAMSI or its affiliates may also make payments out of past profits and other available sources for marketing, promotional or related expenses. Such payments may be made to insurance companies and other entities offering shares of the portfolio and/or providing services with respect to such shares. The amount of these payments is determined by CSAMSI or its affiliates and may be substantial. For further information on the distributor's payments for distribution and shareholder servicing, see "Management of the Trust – Distribution and Shareholder Servicing" in the SAI .


33




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34



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35



FOR MORE INFORMATION

This Prospectus is intended for use in connection with certain insurance products and pension and retirement plans. Please refer to the prospectus of the sponsoring participating insurance company separate account or to the plan documents or other informational materials supplied by plan sponsors for information regarding distributions and instructions on purchasing or selling a variable contract and on how to select the portfolio as an investment option for a variable contract or plan. More information about the portfolio is available free upon request, including the following:

g   ANNUAL/SEMIANNUAL
g   REPORTS TO SHAREHOLDERS

Includes financial statements, portfolio investments and detailed performance information.

The Annual Report also contains a letter from the portfolio managers discussing market conditions and investment strategies that significantly affected portfolio performance during its past fiscal year.

g   OTHER INFORMATION

A current SAI which provides more details about the portfolio is on file with the SEC and is incorporated by reference.

You may visit the EDGAR Database on the SEC's Internet website (www.sec.gov) to view the SAI , Annual and Semiannual Reports, material incorporated by reference and other information. You can also obtain copies by visiting the SEC's Public Reference Room in Washington, DC (phone 202-551-8090) or by sending your request and a duplicating fee to the SEC's Public Reference Section, Washington, DC 20549-0102 or electronically at publicinfo@sec.gov.

Please contact the Credit Suisse Funds to obtain, without charge, the SAI , Annual and Semiannual Reports and other information and to make shareholder inquiries:

BY TELEPHONE:

800-222-8977

BY FACSIMILE:

888-606-8252

BY MAIL:

Credit Suisse Trust

P.O. Box 55030

Boston, MA 02205-5030

BY OVERNIGHT OR COURIER SERVICE:

Boston Financial Data Services, Inc.

Attn: Credit Suisse Trust

30 Dan Road

Canton, MA 02021-2809

ON THE INTERNET:

www.credit-suisse.com/us

The portfolio's SAI and Annual and Semiannual Reports are available on Credit Suisse's website, www.credit-suisse.com/us.

SEC file number:

Credit Suisse Trust  811-07261

P.O. BOX 55030, BOSTON, MA 02205-5030

800-222-8977 n WWW.CREDIT-SUISSE.COM/US

CREDIT SUISSE ASSET MANAGEMENT SECURITIES, INC., DISTRIBUTOR.  TREMK-PRO-0509




CREDIT SUISSE FUNDS

Prospectus

May 1, 2009

CREDIT SUISSE TRUST

n   COMMODITY RETURN
STRATEGY PORTFOLIO

Credit Suisse Trust shares are not available directly to individual investors, but may be offered only through certain insurance products and pension and retirement plans.

As with all mutual funds, the Securities and Exchange Commission (the "SEC") has not approved these securities, nor has it passed upon the adequacy or accuracy of this Prospectus . It is a criminal offense to state otherwise.

The Trust is advised by Credit Suisse Asset Management, LLC.




C ONTENTS

KEY POINTS     4    
Goal and Principal Strategies     4    
A Word About Risk     4    
Investor Profile     8    
PERFORMANCE SUMMARY     9    
INVESTOR EXPENSES     11    
Fees and Portfolio Expenses     11    
Example     12    
THE PORTFOLIO IN DETAIL     13    
The Management Firm     13    
Portfolio Information Key     13    
Goal and Strategies     14    
Portfolio Investments     16    
Risk Factors     20    
Portfolio Management     21    
Financial Highlights     22    
MORE ABOUT RISK     23    
Introduction     23    
Types of Investment Risk     23    
Certain Investment Practices     29    
MEET THE MANAGERS     32    
MORE ABOUT YOUR PORTFOLIO     33    
Share Valuation     33    
Distributions     34    
Taxes     34    
Statements and Reports     35    
BUYING AND SELLING SHARES     36    
OTHER INFORMATION     38    
About The Distributor     38    
FOR MORE INFORMATION     back cover    

 


3



KEY POINTS

GOAL AND PRINCIPAL STRATEGIES

GOAL   PRINCIPAL STRATEGIES   PRINCIPAL RISK FACTORS  
Total return   n Designed to achieve positive total return relative to the performance of the Dow Jones-AIG Commodity Index Total Return ("DJ-AIG Index")
n Intends to invest its assets in a combination of commodity-linked derivative instruments and fixed income securities
n Gains exposure to commodities markets by investing in structured notes whose principal and/or coupon payments are linked to the DJ-AIG Index and swap agreements on the DJ-AIG Index
n May invest up to 25% of total assets in Credit Suisse Cayman Commodity Fund II, Ltd. (the "Subsidiary"), a wholly owned subsidiary of the portfolio formed in the Cayman Islands, which has the same investment objective as the portfolio and has a strategy of investing in commodity-linked swap agreements and other commodity-linked derivative instruments, futures contracts on individual commodities or a subset of commodities and options on them
n Invests in a portfolio of fixed-income securities normally having an average duration of one year or less
n Emphasizes investment-grade fixed-income securities
n May invest without limit in U.S. dollar-denominated foreign securities
n May invest in non-U.S. dollar denominated securities
  n Commodity risk
n Correlation risk
n Credit risk
n Derivatives risk
n Exposure risk
n Focus risk
n Foreign securities risk
n Interest-rate risk
n Liquidity risk
n Market risk
n Non-diversified status
n Subsidiary risk
n Tax risk
 

 

g   A WORD ABOUT RISK

All investments involve some level of risk. Simply defined, risk is the possibility that you will lose money or not make money.

Principal risk factors for the portfolio are discussed below. Before you invest, please make sure you understand the risks that apply to the portfolio. As with any mutual fund, you could lose money over any period of time.


4



Investments in the portfolio are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

COMMODITY RISK

The portfolio's investment in commodity-linked derivative instruments may subject the portfolio to greater volatility than investments in traditional securities, particularly if the instruments involve leverage. The value of commodity-linked derivative instruments may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments.

Use of leveraged commodity-linked derivatives creates an opportunity for increased return but, at the same time, creates the possibility for greater loss (including the likelihood of greater volatility of the portfolio's net asset value), and there can be no assurance that the portfolio's use of leverage will be successful.

CORRELATION RISK

The risk that changes in the value of a hedging instrument will not match those of the investment being hedged. Commodity-linked structured notes may be structured in a way that results in the portfolio's performance diverging from the DJ-AIG Index, perhaps materially. For example, a note can be structured to limit the loss or the gain on the investment, which would result in the portfolio not participating in declines or increases in the DJ-AIG Index that exceed the limits.

CREDIT RISK

The issuer of a security or the counterparty to a contract, including derivatives contracts, may default or otherwise become unable to honor a financial obligation.

DERIVATIVES RISK

In addition to the risks described in this Prospectus under "Speculative Exposure Risk," there are additional risks associated with investing in derivatives. Derivatives are financial contracts whose value depends on, or is derived from, the value of an underlying asset, reference rate or index. The portfolio typically uses derivatives as a substitute for taking a position in the underlying asset and/or as part of a strategy designed to reduce exposure to other risks, such as interest rate or currency risk. The portfolio may also use derivatives for leverage. The portfolio's use of derivative instruments, particularly commodity-linked derivatives, involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Derivatives are subject to a number of risks described elsewhere in this Prospectus , such as commodity risk, correlation risk, liquidity risk, interest-rate risk, market risk and credit risk. Also, suitable derivative transactions may not be available in all circumstances and there can be no assurance that the portfolio will engage


5



in these transactions to reduce exposure to other risks when that would be beneficial.

EXPOSURE RISK

The risk associated with investments (such as derivatives) or practices (such as short selling) that increase the amount of money the portfolio could gain or lose on an investment.

n    Hedged Exposure risk could multiply losses generated by a derivative or practice used for hedging purposes. Such losses should be substantially offset by gains on the hedged investment. However, while hedging can reduce or eliminate losses, it can also reduce or eliminate gains.

n    Speculative To the extent that a derivative or practice is not used as a hedge, the portfolio is directly exposed to its risks. Gains or losses from speculative positions in a derivative may be much greater than the derivative's original cost. For example, potential losses from writing uncovered call options and from speculative short sales are unlimited.

FOCUS RISK

The portfolio will be exposed to the performance of commodities in the DJ-AIG Index, which may from time to time have a small number of commodity sectors (e.g., energy, metals or agricultural) representing a large portion of the index. As a result, the portfolio may be subject to greater volatility than if the index were more broadly diversified among commodity sectors.

FOREIGN SECURITIES RISK

A portfolio that invests outside the U.S. carries additional risks that include:

n    Currency Risk Fluctuations in exchange rates between the U.S. dollar and foreign currencies may negatively affect an investment. Adverse changes in exchange rates may erode or reverse any gains produced by foreign-currency denominated investments and may widen any losses. Although the portfolio may seek to reduce currency risk by hedging part or all of its exposure to various foreign currencies, it is not required to do so.

n    Information Risk Key information about an issuer, security or market may be inaccurate or unavailable.

n    Political Risk Foreign governments may expropriate assets, impose capital or currency controls, impose punitive taxes, or nationalize a company or industry. Any of these actions could have a severe effect on security prices and impair the portfolio's ability to bring its capital or income back to the U.S. Other political risks include economic policy changes, social and political instability, military action and war.

INTEREST-RATE RISK

Changes in interest rates may cause a decline in the market value of an investment. With bonds and other fixed-income securities, a rise in interest rates typically causes a fall in values, while a fall in interest rates typically causes a rise in values.

LIQUIDITY RISK

Certain portfolio securities, such as commodity-linked notes and swaps, may be difficult or impossible to sell at


6



the time and the price that the portfolio would like. The portfolio may have to lower the price, sell other securities instead or forgo an investment opportunity. Any of these could have a negative effect on portfolio management or performance.

MARKET RISK

The market value of a security may fluctuate, sometimes rapidly and unpredictably. These fluctuations, which are often referred to as "volatility," may cause a security to be worth less than it was worth at an earlier time. Market risk may affect a single issuer, industry, commodity, sector of the economy, or the market as a whole. Market risk is common to most investments—including stocks, bonds and commodities, and the mutual funds that invest in them.

Bonds and other fixed-income securities generally involve less market risk than stocks and commodities. The risk of bonds can vary significantly depending upon factors such as issuer and maturity. The bonds of some companies may be riskier than the stocks of others.

NON-DIVERSIFIED STATUS

The portfolio is considered a non-diversified investment company under the Investment Company Act of 1940, as amended (the "1940 Act") and is permitted to invest a greater proportion of its assets in the securities of a smaller number of issuers. As a result, the portfolio may be subject to greater volatility with respect to its portfolio securities than a fund that is diversified.

SUBSIDIARY RISK

By investing in the Subsidiary, the portfolio is indirectly exposed to the risks associated with the Subsidiary's investments. The derivatives and other investments held by the Subsidiary are generally similar to those that are permitted to be held by the portfolio and are subject to the same risks that apply to similar investments if held directly by the portfolio. These risks are described elsewhere in this Prospectus . There can be no assurance that the investment objective of the Subsidiary will be achieved.

The Subsidiary is not registered under the 1940 Act, and, unless otherwise noted in this Prospectus , is not subject to all the investor protections of the 1940 Act. However, the portfolio wholly owns and controls the Subsidiary, and the portfolio and the Subsidiary are both managed by Credit Suisse Asset Management, LLC, making it unlikely that the Subsidiary will take action contrary to the interests of the portfolio and its shareholders. The portfolio's Board of Trustees has oversight responsibility for the investment activities of the portfolio, including its investment in the Subsidiary, and the portfolio's role as sole shareholder of the Subsidiary. The Subsidiary will be subject to the same investment restrictions and limitations, and follow the same compliance policies and procedures, as the portfolio.

Changes in the laws of the United States and/or the Cayman Islands could result in the inability of the portfolio and/or the Subsidiary to operate as described in this Prospectus and the Statement of Additional Information (SAI) and could adversely affect the portfolio. For example, the Cayman Islands does not currently impose any income, corporate or capital gains tax, estate duty, inheritance tax, gift tax or withholding tax on the Subsidiary. If Cayman Islands law changes such that the Subsidiary must pay Cayman Islands taxes, portfolio shareholders would likely suffer decreased investment returns.


7



TAX RISK

In order to qualify as a regulated investment company ("RIC") under the Internal Revenue Code (the "Code"), the portfolio must meet certain requirements regarding the source of its income, the diversification of its assets and the distribution of its income. The Internal Revenue Service (the "IRS") has issued a ruling that causes certain income from commodity-linked swaps, in which the portfolio invests to gain exposure to the DJ-AIG Index, to not be considered qualifying income. Any income the portfolio derives from direct investments in such commodity-linked swaps or certain other commodity-linked derivatives must be limited to a maximum of 10% of the portfolio's gross income. If the portfolio fails to qualify as a RIC, the portfolio will be subject to federal income tax on its net income at regular corporate rates (without reduction for distributions to shareholders). When distributed, that income would also be taxable to shareholders as an ordinary dividend to the extent attributable to the portfolio's earnings and profits. If the portfolio were to fail to qualify as a RIC and become subject to federal income tax, shareholders of the portfolio would be subject to the risks of diminished returns. The portfolio has obtained a private letter ruling from the IRS confirming that the income produced by certain types of structured notes constitutes "qualifying income" under the Code.

In addition, the IRS has also issued a private letter ruling to the portfolio confirming that income derived from the portfolio's investment in its Subsidiary will also constitute qualifying income to the portfolio.

Based on such rulings, the portfolio seeks to gain exposure to the commodity markets primarily through investments in commodity index-linked notes and, through investments in the Subsidiary, commodity-related swaps and commodity futures. The use of commodity notes, swaps and futures and investments in the Subsidiary involve specific risks. See "Principal Portfolio Investments" for further information regarding commodity notes, swaps and futures, including the risks associated with these instruments, as well as for further information regarding the Subsidiary, including the risks associated with an investment in the Subsidiary.

g   INVESTOR PROFILE

This portfolio is designed for investors who:

n   are seeking total return

n   are looking to hedge during periods of rising inflation and are willing to accept risk and volatility

n   seek to add exposure to commodities markets to an asset allocation mix

It may NOT be appropriate if you:

n   are investing for income

n   require stability of your principal

You should base your investment decision on your own goals, risk preferences and time horizon.

The portfolio is not a complete investment program and should only form a small part of a diversified portfolio. At any time, the risk of loss associated with a particular instrument in the portfolio may be significantly higher than 50% of the value of the investment. Investors in the portfolio should be willing to assume the greater risks of potentially significant short-term share price fluctuations.


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PERFORMANCE SUMMARY

The bar chart below and the table on the next page provide an indication of the risks of investing in the portfolio. The bar chart shows you how portfolio performance has varied from year to year for up to 10 years. The table compares the performance of the portfolio over time to that of a broad-based securities market index. The bar chart and table do not reflect additional charges and expenses which are, or may be, imposed under the variable contracts or plans; such charges and expenses are described in the prospectus of the insurance company separate account or in the plan documents or other informational materials supplied by plan sponsors. Inclusion of these charges would reduce the total return for the periods shown. As with all mutual funds, past performance is not a prediction of future performance.


9



AVERAGE ANNUAL TOTAL RETURNS

PERIOD ENDED 12/31/08:   ONE YEAR
2008
  LIFE OF
PORTFOLIO
  INCEPTION
DATE
 
COMMODITY RETURN STRATEGY PORTFOLIO     -33.72 %     -6.46 %   2 /28/06  
DOW JONES-AIG COMMODITY INDEX TOTAL RETURN 1
(REFLECTS NO DEDUCTION FOR FEES, EXPENSES
OR TAXES)
    -35.65 %     -7.57 %      
STANDARD & POOR'S 500 INDEX (REFLECTS NO
DEDUCTIONS FOR FEES, EXPENSES OR TAXES) 2
    -37.00 %     -9.73 % 3      

 

  1   The Dow-Jones AIG Commodity Index Total Return is composed of futures contracts on 19 physical commodities. Investors cannot invest directly in an index.

   2   The Standard & Poor's 500 Index is an unmanaged index (with no defined investment objective) of common stocks, includes reinvestment of dividends, and is a registered trademark of The McGraw-Hill Companies, Inc. Investors cannot invest directly in an index.

   3   Performance since March 1, 2006.

UNDERSTANDING PERFORMANCE

   n    Total return tells you how much an investment in the portfolio has changed in value over a given time period. It assumes that all dividends and capital gains (if any) were reinvested in additional shares. The change in value can be stated either as a cumulative return or as an average annual rate of return .

   n    A cumulative total return is the actual return of an investment for a specified period. The year-by-year total returns in the bar chart are examples of one-year cumulative total returns.

   n    An average annual total return applies to periods longer than one year. It smoothes out the variations in year-by-year performance to tell you what constant annual return would have produced the investment's actual cumulative return. This gives you an idea of an investment's annual contribution to your portfolio, assuming you held it for the entire period.

   n   Because of compounding, the average annual total returns in the table cannot be computed by averaging the returns in the bar chart.


10



INVESTOR EXPENSES

FEES AND PORTFOLIO EXPENSES

This table describes the fees and expenses you may pay as a shareholder. Annual portfolio operating expenses are for the fiscal year ended December 31, 2008. The table and the example on the next page do not reflect additional charges and expenses which are, or may be, imposed under the variable contracts or plans; such charges and expenses are described in the prospectus of the insurance company separate account or in the plan documents or other informational materials supplied by plan sponsors. The portfolio's expenses should be considered with these charges and expenses in evaluating the overall cost of investing in the separate account.

Shareholder fees
(paid directly from your investment)
 
Sales charge (load) on purchases     N/A    
Deferred sales charge (load)     N/A    
Sales charge (load) on reinvested distributions     N/A    
Redemption fees     N/A    
Exchange fees     N/A    
Annual portfolio operating expenses
(deducted from portfolio assets)
 
Management fee of portfolio and Subsidiary 1       0.50 %  
Distribution and service (12b-1) fee     0.25 %  
Other expenses of the portfolio     0.31 %  
Other expenses of the Subsidiary 2       0.00 %  
Total other expenses     0.31 %  
Total annual portfolio operating expenses 3       1.06 %  

 

   1   The portfolio may invest in its wholly-owned Subsidiary. The Subsidiary has entered into a separate contract with Credit Suisse whereby Credit Suisse or its affiliates provide investment advisory and other services to the Subsidiary. Neither Credit Suisse nor any affiliate receives separate compensation from the Subsidiary for providing it with investment advisory or administrative services. However, the portfolio pays Credit Suisse and its affiliates based on the portfolio's assets, including the assets invested in the Subsidiary.

   2   The "Other Expenses" of the Subsidiary are less than 0.01% of the portfolio's average daily net assets for the Subsidiary's first fiscal year of operations.

   3   Expected fees and expenses for the fiscal year ending December 31, 2009 (after waivers and expense reimbursements or credits) are shown below. Waivers and expense reimbursements or credits are voluntary and may be discontinued at any time.

EXPENSES AFTER WAIVERS,
REIMBURSEMENTS OR CREDITS
 
Management fee     0.39 %  
Distribution and service (12b-1) fee     0.25 %  
Other expenses     0.31 %  
Net annual portfolio operating expenses     0.95 %  

 


11



EXAMPLE

This example may help you compare the cost of investing in the portfolio with the cost of investing in other mutual funds. Because it uses hypothetical conditions, your actual costs may be higher or lower.

Assume you invest $10,000, the portfolio returns 5% annually, expense ratios remain as listed in the first table on the previous page (before fee waivers and expense reimbursements or credits), and you close your account at the end of each of the time periods shown. Based on these assumptions, your cost would be:

ONE
YEAR
  THREE
YEARS
  FIVE
YEARS
  TEN
YEARS
 
$ 108     $ 337     $ 585     $ 1,294    

 


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THE PORTFOLIO IN DETAIL

g   THE MANAGEMENT FIRM

CREDIT SUISSE ASSET
MANAGEMENT, LLC

Eleven Madison Avenue
New York, NY 10010

n   Investment adviser for the portfolio. Credit Suisse also serves as the investment manager for the Subsidiary

n   Responsible for managing the portfolio's assets according to its goal and strategies

n   Is part of the asset management business of Credit Suisse, one of the world's leading banks

n   Credit Suisse provides its clients with investment banking, private banking and asset management services worldwide. The asset management business of Credit Suisse is comprised of a number of legal entities around the world that are subject to distinct regulatory requirements

For easier reading, Credit Suisse Asset Management, LLC will be referred to as "Credit Suisse" or "we" throughout this Prospectus .

For the 2008 fiscal year, the portfolio paid Credit Suisse 0.39% of its average net assets for advisory services. A discussion regarding the basis for the Board of Trustees' approval of the investment advisory agreement of the portfolio is available in the portfolio's Annual Report to shareholders for the year ended December 31, 2008.

As discussed in the "Goal and Principal Strategies" section, the portfolio intends to pursue its investment objective by investing in the Subsidiary. The Subsidiary has entered into a separate contract with Credit Suisse whereby Credit Suisse or its affiliates provide investment advisory and other services to the Subsidiary. Neither Credit Suisse nor any affiliate receives separate compensation from the Subsidiary for providing it with investment advisory or administrative services. However, the portfolio pays Credit Suisse and its affiliates based on the portfolio's assets, including the assets in the Subsidiary.

g   PORTFOLIO INFORMATION KEY

A concise description of the portfolio begins on the next page. The description provides the following information:

GOAL AND STRATEGIES

The portfolio's particular investment goal and the strategies it intends to use in pursuing that goal. Percentages of portfolio assets are based on total assets unless indicated otherwise.

PORTFOLIO INVESTMENTS

The principal types of securities and certain secondary types of securities in which the portfolio invests. Secondary investments are described in "More About Risk."


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RISK FACTORS

The principal risk factors associated with the portfolio. Additional risk factors are included in "More About Risk."

PORTFOLIO MANAGEMENT

The team designated by the investment adviser to handle the portfolio's day-to-day management.

FINANCIAL HIGHLIGHTS

A table showing the portfolio's audited financial performance for up to five years. Certain information in the table reflects financial results for a single portfolio share.

n    Total return How much you would have earned or lost on an investment in the portfolio, assuming you had reinvested all dividend and capital-gain distributions.

n    Portfolio turnover An indication of trading frequency. The portfolio may sell securities without regard to the length of time they have been held. A high turnover rate may increase the portfolio's transaction costs and negatively affect its performance.

The Annual Report includes the independent registered public accounting firm's report, along with the portfolio's financial statements. It is available free upon request through the methods described on the back cover of this Prospectus .

g   GOAL AND STRATEGIES

PRINCIPAL STRATEGIES

The portfolio seeks total return. To pursue this goal, it invests in commodity-linked derivative instruments and fixed-income securities. The portfolio invests in commodity-linked derivative instruments, such as commodity-linked notes, swap agreements, commodity options, futures and options on futures that provide exposure to the investment returns of the commodities markets without investing directly in physical commodities. The portfolio invests all of its assets in commodity-linked derivative instruments, such as structured notes and swaps, and fixed-income securities, subject to applicable IRS limits. The portfolio's investment objective of total return may be changed without shareholder approval.

The portfolio intends to gain exposure to commodities markets by investing primarily in commodity-linked structured notes and will limit its investments in commodity-linked swap agreements such that the income derived from commodity-linked swap agreements is limited to a maximum of 10% of the portfolio's annual gross income. The principal value of commodity-linked structured notes held by the portfolio is expected to equal between 0% and 50% of the portfolio's net assets at the time of investment, which percentage may be higher or lower as the value of the DJ-AIG Index changes. The remainder of the portfolio's assets (other than amounts invested in structured notes, swaps and other derivatives) are expected to consist predominantly of fixed income instruments.

The portfolio may also gain exposure to commodity markets by investing up to 25% of its total assets in the


14



Subsidiary. The Subsidiary is advised by Credit Suisse, and has the same investment objective as the portfolio. The Subsidiary (unlike the portfolio) may invest without limitation in commodity-linked swap agreements and other commodity-linked derivative instruments, including futures contracts on individual commodities or a subset of commodities and options on them. However, the Subsidiary is otherwise subject to the same fundamental, non-fundamental and certain other investment restrictions as the portfolio.

Credit Suisse believes that strong global demand for commodities coupled with inflationary pressures are creating a positive environment for commodities. The DJ-AIG Index is a broadly diversified futures index composed of futures contracts on 19 physical commodities. The index is weighted among commodity sectors using dollar-adjusted liquidity and production data. Currently, four energy products, six metals and nine agricultural products are represented in the index. The DJ-AIG Index is rebalanced as of the beginning of each calendar year so that as of that time no single commodity constitutes less than 2% or more than 15% of the index, and each sector represented in the index is limited to 33%. However, following this rebalancing and for the remainder of the calendar year these percentages may change so that a single commodity may constitute a lesser or greater percentage of the index and different sectors may represent different proportions of the index. (A more detailed description of the DJ-AIG Index is found in the Statement of Additional Information (SAI). ) The portfolio does not intend to invest in commodities directly or in instruments linked to individual commodity sectors.

The prices of commodity-linked instruments may move in different directions than investments in traditional equity and debt securities in periods of rising inflation. Of course, there can be no guarantee that the portfolio's commodity-linked investments would not be correlated with traditional financial assets under any particular market conditions. In addition, while the primary driver of the portfolio's returns is expected to be the change in value of the DJ-AIG Index, the portfolio is not an index fund. However, it is designed to generally achieve positive performance relative to the DJ-AIG Index, although there can be no guarantee that this positive performance will be achieved. In fact, commodity-linked structured notes may be structured in a way that results in the portfolio's performance diverging from the DJ-AIG Index, perhaps materially. For example, a note can be structured to limit the loss or the gain on the investment, which would result in the portfolio not participating in declines or increases in the DJ-AIG Index that exceed the limits.

The portfolio will not invest 25% or more of its total assets in instruments issued by companies in any one industry. However, 25% or more of its total assets may be indirectly exposed to industries in the three commodity sectors (currently the energy, metals and


15



agricultural sectors) of the DJ-AIG Index. In addition, the portfolio can invest more than 25% of its total assets in instruments (such as structured notes) issued by companies in the financial services sector (which includes the banking, brokerage and insurance industries). In that case the portfolio's share values will fluctuate in response to events affecting issues in those sectors.

The portfolio does not currently expect to invest more than 25% of its total assets in structured notes under whose terms the potential loss, either at redemption or maturity, is expected to exceed 50% of the face value of the notes, calculated at the time of investment.

The portfolio invests in commodity-linked derivatives that are structured notes and swaps and hybrid instruments excluded from regulation under the Commodity Exchange Act, so that the portfolio will not be considered a "commodity pool." From time to time the portfolio may invest in instruments that are regulated under that Act.

Under normal market conditions:

n   at least 90% of the portfolio's fixed-income securities (excluding structured notes) will be investment grade

n   the portfolio will maintain an average duration of the fixed-income portion of the portfolio (excluding structured notes) of one year or less

In determining the credit quality of a security, we will use the highest rating assigned to it. While structured notes are not typically rated, the portfolio does not intend to enter into structured notes with issuers that do not have debt ratings of investment grade.

Duration is a measure of the expected life of a fixed-income security that is used to determine the sensitivity of a security's price to changes in interest rates. The longer a security's duration, the more sensitive it will be to changes in interest rates. Similarly, a fund with a longer average portfolio duration will be more sensitive to changes in interest rates than a fund with a shorter average portfolio duration.

g   PORTFOLIO INVESTMENTS

PRINCIPAL PORTFOLIO INVESTMENTS

The portfolio typically will seek to gain exposure to the commodities markets by investing in commodity-linked structured notes with principal and/or coupon payments linked to the value of the DJ-AIG Index. These notes may be issued by U.S. and foreign banks, brokerage firms, insurance companies and other corporations. These notes are debt securities of the issuer and so, in addition to fluctuating in response to changes in the underlying commodity index, will be subject to credit and interest rate risks that typically affect debt securities.

The fixed-income securities the portfolio may invest in include:

n   corporate bonds, debentures and notes

n   convertible debt securities

n   preferred stocks


16



n   government and agency securities

n   municipal securities

n   mortgage-backed and other asset-backed securities

n   obligations of international agencies or supranational entities

n   repurchase agreements involving portfolio securities

n   structured notes, including hybrid or "indexed" securities, event-linked bonds and loan participations

n   delayed funding loans and revolving credit facilities

n   reverse repurchase agreements

n   bank certificates of deposit, fixed time deposits and bankers' acceptances

n   commercial paper

The portfolio may invest:

n   without limit in U.S. dollar-denominated, investment-grade foreign securities

n   up to 30% of its assets in non-dollar-denominated foreign securities

n   up to 10% of its assets in fixed-income securities rated below investment grade (junk bonds) or unrated securities of comparable quality

n   up to 5% of its assets in emerging markets debt securities

The use of commodity-linked structured notes and other derivative strategies, such as swaps, is a principal strategy of the portfolio. Derivative strategies and the writing of uncovered (or so-called "naked") options are speculative and may hurt the portfolio's performance. The portfolio may attempt to hedge its investments in order to mitigate risk, but it is not required to do so. The benefits to be derived from the portfolio's derivatives and options strategy are dependent upon Credit Suisse's ability to discern pricing inefficiencies and predict trends in the commodities and other markets, which decisions could prove to be inaccurate. This requires different skills and techniques than predicting changes in the price of individual stocks or fixed-income securities, and there can be no assurance that the use of this strategy will be successful. Additional information about the portfolio's derivatives and options strategy and related risks is included in the SAI and under "Certain Investment Practices" below.

The portfolio will normally hedge at least 75% of its exposure to foreign currency to reduce the risk of loss due to fluctuations in currency exchange rates. The portfolio will hedge its exposure to foreign currency through the use of currency futures and options on futures, forward currency contracts and currency options.

The portfolio also intends to gain exposure to commodity markets by investing up to 25% of its total assets in the Subsidiary. The Subsidiary invests primarily in commodity-linked derivative instruments, including swap agreements, commodity options,


17



futures and options on futures. Although the portfolio may enter into these commodity-linked derivative instruments directly, the portfolio will likely gain exposure to these derivative instruments indirectly by investing in the Subsidiary. To the extent that Credit Suisse believes that these commodity-linked derivative instruments are better suited to provide exposure to the commodities market than commodity index-linked notes, the portfolio's investment in the Subsidiary will likely increase. The Subsidiary will also invest in fixed income instruments, some of which are intended to serve as margin or collateral for the Subsidiary's derivatives position.

The derivative instruments in which the portfolio and the Subsidiary primarily intend to invest are instruments linked to certain commodity indices. Additionally, the portfolio or the Subsidiary may invest in derivative instruments linked to the value of a particular commodity or commodity futures contract, or a subset of commodities or commodity futures contracts, including swaps on commodity futures. The portfolio's or the Subsidiary's investments in commodity-linked derivative instruments may specify exposure to commodity futures with different roll dates, reset dates or contract months than those specified by a particular commodity index. As a result, the commodity-linked derivatives component of the portfolio's portfolio may deviate from the returns of any particular commodity index. The portfolio or the Subsidiary may also over-weight or under-weight its exposure to a particular commodity index, or a subset of commodities, such that the portfolio has greater or lesser exposure to that index than the value of the portfolio's net assets, or greater or lesser exposure to a subset of commodities than is represented by a particular commodity index. Such deviations will frequently be the result of temporary market fluctuations, and under normal circumstances the portfolio will seek to maintain net notional exposure to one or more commodity indices within 5% (plus or minus) of the value of the portfolio's net assets. The portion of the portfolio's or Subsidiary's assets exposed to any particular commodity or commodity sector will vary based on market conditions, but from time to time the portion could be substantial. To the extent that the portfolio invests in the Subsidiary, it may be subject to the risks associated with those derivative instruments and other securities, which are discussed elsewhere in this Prospectus .

The Subsidiary will be managed pursuant to compliance policies and procedures that are the same, in all material respects, as the policies and procedures adopted by the portfolio. As a result, Credit Suisse, in managing the Subsidiary's portfolio, is subject to the same investment policies and restrictions that apply to the management of the portfolio, and, in particular, to the requirements relating


18



to portfolio leverage, liquidity, brokerage, and the timing and method of the valuation of the Subsidiary's portfolio investments and shares of the Subsidiary. These policies and restrictions are described in detail in the portfolio's SAI . The portfolio's Chief Compliance Officer oversees implementation of the Subsidiary's policies and procedures, and makes periodic reports to the portfolio's Board of Trustees regarding the Subsidiary's compliance with its policies and procedures. The portfolio and Subsidiary will test for compliance with certain investment restrictions on a consolidated basis, except that with respect to its investments in certain securities that may involve leverage, the Subsidiary will comply with asset segregation or "earmarking" requirements to the same extent as the portfolio.

The Subsidiary has entered into a separate contract with Credit Suisse whereby Credit Suisse or its affiliates provide investment advisory and other services to the Subsidiary. Neither Credit Suisse nor any affiliate receives separate compensation from the Subsidiary for providing it with investment advisory or administrative services. However, the portfolio pays Credit Suisse and its affiliates based on the portfolio's assets, including the assets invested in the Subsidiary. The Subsidiary has also entered into separate contracts for the provision of custody, transfer agency, and audit services with the same or with affiliates of the same service providers that provide those services to the portfolio.

The financial statements of the Subsidiary are included in the annual (which include the Subsidiary's full audited financial statements) and semi-annual (which will include the Subsidiary's unaudited financial statements) reports provided to shareholders. The portfolio's annual and semi-annual reports are distributed to shareholders, and copies of the reports are provided without charge upon request as indicated on the back cover of this Prospectus . Please refer to the SAI for additional information about the organization and management of the Subsidiary.

OTHER PORTFOLIO INVESTMENTS

In addition to investing in commodity-linked structured notes and swaps, the portfolio may engage in other investment practices that include the use of options, futures and other derivative securities. The portfolio will attempt to take advantage of pricing inefficiencies in these securities. For example, the portfolio may write (i.e., sell) put and call options. The portfolio would receive premium income when it writes an option, which will increase the portfolio's return in the event the option expires unexercised or is closed out at a profit. Upon the exercise of a put or call option written by the portfolio, the portfolio may


19



suffer an economic loss equal to the difference between the price at which the portfolio is required to purchase, in the case of a put, or sell, in the case of a call, the underlying security or instrument and the option exercise price, less the premium received for writing the option. The portfolio may engage in derivative transactions involving a variety of underlying instruments, including, in addition to structured notes, swaps, equity and debt securities, securities indexes and futures.

The portfolio may also invest in common and preferred stock as well as convertible securities of issuers in commodity-related industries. To a limited extent, the portfolio may also engage in other investment practices.

The portfolio may, from time to time, place some or all of its assets in investments such as money-market obligations and investment-grade debt securities for defensive purposes. Although intended to avoid losses in adverse market, economic, political or other conditions, defensive tactics might be inconsistent with the portfolio's principal investment strategies and might prevent the portfolio from achieving its goal.

g   RISK FACTORS

The portfolio's principal risk factors are:

n   commodity risk

n   correlation risk

n   credit risk

n   derivatives risk

n   exposure risk

n   focus risk

n   foreign securities risk

n   interest-rate risk

n   liquidity risk

n   market risk

n   non-diversified status

n   subsidiary risk

n   tax risk

Commodities are volatile investments and exposure to commodities should only form a small part of a diversified portfolio. Commodities may not be suitable for all investors. The use of derivatives such as commodity-linked structured notes, swaps and futures contracts may add additional risk. The commodity-linked structured notes, swaps and futures contracts in which the portfolio may invest have substantial risks, including risk of loss of a significant portion of their principal value and lack of a secondary market. Investing in commodity-linked derivatives that involve leverage could increase volatility and losses. Gains or losses from speculative positions in a derivative may be much greater than the derivative's original cost. To the extent that it invests in derivatives, the portfolio may be subject to additional risks, such as commodity risk, correlation risk, liquidity risk, interest-rate risk, market risk and credit risk. The portfolio will attempt to limit credit risk


20



for commodity-linked notes by engaging in transactions primarily with counterparties that have an investment-grade credit rating, or a letter of credit or some other form of credit enhancement. However, the portfolio can invest up to 10% of its net assets in below-investment-grade securities that have greater credit risks than investment-grade securities. These risks are described in "More About Risk."

The portfolio's index may from time to time have a small number of commodity sectors (e.g., energy, metals or agricultural) representing a large portion of the index. As a result, the portfolio may be subject to greater volatility than if the index were more broadly diversified among commodity sectors.

You should expect fluctuations in share price, yield and total return, particularly with changes in interest rates, for the fixed-income portion of the portfolio. Typically, a rise in interest rates causes a decline in the market value of fixed-income securities. There is also the risk that an issuer of a debt security will fail to make timely payments of principal or interest to the portfolio.

Junk bonds are considered speculative with respect to the issuer's continuing ability to meet principal and interest payments. In the event of a payment problem by an issuer of junk bonds, more senior debt (such as bank loans and investment-grade bonds) will likely be paid a greater portion of any payment made by the issuer.

The portfolio is non-diversified, which means that it may concentrate its assets in a smaller number of issuers than a diversified fund.

To the extent that it invests in certain securities, the portfolio may be affected by additional risks, such as extension and prepayment risks associated with mortgage-backed securities.

Because the portfolio invests internationally, it carries additional risks, including currency, information and political risks.

These risks are defined in "More About Risk." That section also details certain other investment practices the portfolio may use. Please read "More About Risk" carefully before you invest.

g   PORTFOLIO MANAGEMENT

The Credit Suisse Commodities Management Team is responsible for the day-to-day management of the portfolio. The current members of the Credit Suisse Commodities Management Team are Andrew Karsh and Christopher Burton. You can find out more about them in "Meet the Managers."


21




FINANCIAL HIGHLIGHTS

The figures below have been audited by the portfolio's independent registered public accounting firm, PricewaterhouseCoopers LLP, whose report on the portfolio's financial statements is included in the portfolio's Annual Report . The total returns do not reflect additional charges and expenses which are, or may be, imposed under the variable contracts or plans. If such charges and expenses were reflected, total returns would be lower.

FOR THE PERIOD ENDED:   2008   2007   2006 1    
Per share data  
Net asset value, beginning of period   $ 11.58     $ 10.37     $ 10.00    
Investment Operations  
Net investment income 2       0.15       0.54       0.38    
Net gain (loss) on investments, futures contracts and swap contracts
(both realized and unrealized)
    (3.80 )     1.22       0.25    
Total from investment operations     (3.65 )     1.76       0.63    
Less Dividends and Distributions  
Dividends from net investment income     (0.15 )     (0.55 )     (0.26 )  
Distributions from net realized gains     (0.67 )              
Total dividends and distributions     (0.82 )     (0.55 )     (0.26 )  
Net asset value, end of period   $ 7.11     $ 11.58     $ 10.37    
Total return 3       (33.72 )%     17.33 %     6.36 %  
Ratios and supplemental data  
Net assets, end of period (000s omitted)   $ 69,919     $ 56,624     $ 145,907    
Ratio of expenses to average net assets     0.95 %     0.95 %     0.95 % 4    
Ratio of net investment income to average net assets     1.35 %     4.06 %     4.28 % 4    
Decrease reflected in above operating expense ratios due to
waivers/reimbursements
    0.11 %     0.08 %     0.31 % 4    
Portfolio turnover rate     140 %     93 %     27 %  

 

1   For the period February 28, 2006 (commencement of operations) through December 31, 2006.

2   Per share information is calculated using the average shares outstanding method.

3   Total returns are historical and assume changes in share price and reinvestment of all dividends and distributions. Had certain expenses not been reduced during the period shown, total returns would have been lower. Total returns do not reflect charges and expenses attributable to any particular variable contract or plan. Total returns for periods less than one year are not annualized.

4   Annualized.


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MORE ABOUT RISK

g   INTRODUCTION

The portfolio's goal and principal strategies largely determine its risk profile. You will find a concise description of the portfolio's risk profile in "Key Points." The preceding discussion of the portfolio contains more detailed information. This section discusses other risks that may affect the portfolio.

The portfolio may use certain investment practices that have higher risks associated with them. However, the portfolio has limitations and policies designed to reduce many of the risks. The "Certain Investment Practices" table describes these practices and the limitations on their use.

The portfolio offers its shares to (1) insurance company separate accounts that fund both variable contracts and variable life insurance contracts and (2) tax-qualified pension and retirement plans including participant-directed plans which elect to make the portfolio an investment option for plan participants. Due to differences of tax treatment and other considerations, the interests of various variable contract owners and plan participants participating in the portfolio may conflict. The Board of Trustees will monitor the portfolio for any material conflicts that may arise and will determine what action, if any, should be taken. If a conflict occurs, the Board may require one or more insurance company separate accounts and/or plans to withdraw its investments in the portfolio, which may cause the portfolio to sell securities at disadvantageous prices and disrupt orderly portfolio management. The Board also may refuse to sell shares of the portfolio to any variable contract or plan or may suspend or terminate the offering of shares of the portfolio if such action is required by law or regulatory authority or is in the best interests of the shareholders of the portfolio.

g   TYPES OF INVESTMENT RISK

The following risks are referred to throughout this Prospectus .

PRINCIPAL RISK FACTORS

Commodity Risk The portfolio's investment in commodity-linked derivative instruments may subject the portfolio to greater volatility than investments in traditional securities, particularly if the investments involve leverage. The value of commodity-linked derivative instruments may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments.

Use of leveraged commodity-linked derivatives creates an opportunity for increased return but, at the same time, creates the possibility for greater loss (including the likelihood of greater volatility of the portfolio's net asset value), and there can be no assurance that the portfolio's use of leverage will be successful.


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Correlation Risk The risk that changes in the value of a hedging instrument will not match those of the investment being hedged. Commodity-linked structured notes may be structured in a way that results in the portfolio's performance diverging from the DJ-AIG Index, perhaps materially. For example, a note can be structured to limit the loss or the gain on the investment, which would result in the portfolio not participating in declines or increases in the DJ-AIG Index that exceed the limits.

Credit Risk The issuer of a security or the counterparty to a contract may default or otherwise become unable to honor a financial obligation.

Derivatives Risk In addition to the risks described below under "Exposure Risk," there are additional risks associated with investing in derivatives. Derivatives are financial contracts whose value depends on, or is derived from, the value of an underlying asset, reference rate or index. The portfolio typically uses derivatives as a substitute for taking a position in the underlying asset and/or as part of a strategy designed to reduce exposure to other risks, such as interest rate or currency risk. The portfolio may also use derivatives for leverage. The portfolio's use of derivative instruments, particularly commodity-linked derivatives, involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Derivatives are subject to a number of risks described elsewhere in this section, such as commodity risk, correlation risk, liquidity risk, interest-rate risk, market risk and credit risk. Also, suitable derivative transactions may not be available in all circumstances and there can be no assurance that the portfolio will engage in these transactions to reduce exposure to other risks when that would be beneficial.

Exposure Risk The risk associated with investments (such as derivatives) or practices (such as short selling) that increase the amount of money the portfolio could gain or lose on an investment.

n    Hedged Exposure risk could multiply losses generated by a derivative or practice used for hedging purposes. Such losses should be substantially offset by gains on the hedged investment. However, while hedging can reduce or eliminate losses, it can also reduce or eliminate gains.

n    Speculative To the extent that a derivative or practice is not used as a hedge, the portfolio is directly exposed to its risks. Gains or losses from speculative positions in a derivative may be much greater than the derivative's original cost. For example, potential losses from writing uncovered call options and from speculative short sales are unlimited.

Focus Risk The portfolio will be exposed to the performance of commodities in the DJ-AIG Index, which may from time to time have a small number of commodity sectors


24



(e.g., energy, metals or agricultural) representing a large portion of the index. As a result, the portfolio may be subject to greater volatility than if the index were more broadly diversified among commodity sectors.

Foreign Securities Risk A portfolio that invests outside the U.S. carries additional risks that include:

n    Currency Risk Fluctuations in exchange rates between the U.S. dollar and foreign currencies may negatively affect an investment. Adverse changes in exchange rates may erode or reverse any gains produced by foreign-currency denominated investments and may widen any losses. Although the portfolio may seek to reduce currency risk by hedging part or all of its exposure to various foreign currencies, it is not required to do so.

n    Information Risk Key information about an issuer, security or market may be inaccurate or unavailable.

n    Political Risk Foreign governments may expropriate assets, impose capital or currency controls, impose punitive taxes, or nationalize a company or industry. Any of these actions could have a severe effect on security prices and impair the portfolio's ability to bring its capital or income back to the U.S. Other political risks include economic policy changes, social and political instability, military action and war.

Interest-rate Risk Changes in interest rates may cause a decline in the market value of an investment. With bonds and other fixed-income securities, a rise in interest rates typically causes a fall in values.

Liquidity Risk Certain portfolio securities, such as commodity-linked notes and swaps, may be difficult or impossible to sell at the time and the price that the portfolio would like. The portfolio may have to lower the price, sell other securities instead or forgo an investment opportunity. Any of these could have a negative effect on portfolio management or performance.

Market Risk The market value of a security may fluctuate, sometimes rapidly and unpredictably. These fluctuations, which are often referred to as "volatility," may cause a security to be worth less than it was worth at an earlier time. Market risk may affect a single issuer, industry, commodity, sector of the economy, or the market as a whole. Market risk is common to most investments – including stocks, bonds and commodities, and the mutual funds that invest in them.

Bonds and other fixed-income securities generally involve less market risk than stocks and commodities. However, the risk of bonds can vary significantly depending upon factors such as issuer and maturity. The bonds of some companies may be riskier than the stocks of others.

Non-Diversified Status The portfolio is considered a non-diversified investment company under the 1940 Act and is permitted to invest a greater proportion of its assets in the securities


25



of a smaller number of issuers. As a result, the portfolio may be subject to greater volatility with respect to its portfolio securities than a fund that is diversified.

Subsidiary Risk By investing in the Subsidiary, the portfolio is indirectly exposed to the risks associated with the Subsidiary's investments. The derivatives and other investments held by the Subsidiary are generally similar to those that are permitted to be held by the portfolio and are subject to the same risks that apply to similar investments if held directly by the portfolio. These risks are described elsewhere in this Prospectus . There can be no assurance that the investment objective of the Subsidiary will be achieved.

The Subsidiary is not registered under the 1940 Act, and, unless otherwise noted in this Prospectus , is not subject to all the investor protections of the 1940 Act. However, the portfolio wholly owns and controls the Subsidiary, and the portfolio and the Subsidiary are both managed by Credit Suisse, making it unlikely that the Subsidiary will take action contrary to the interests of the portfolio and its shareholders. The portfolio's Board of Trustees has oversight responsibility for the investment activities of the portfolio, including its investment in the Subsidiary, and the portfolio's role as sole shareholder of the Subsidiary. The Subsidiary will be subject to the same investment restrictions and limitations, and follow the same compliance policies and procedures, as the portfolio.

Changes in the laws of the United States and/or the Cayman Islands could result in the inability of the portfolio and/or the Subsidiary to operate as described in this Prospectus and the SAI and could adversely affect the portfolio. For example, the Cayman Islands does not currently impose any income, corporate or capital gains tax, estate duty, inheritance tax, gift tax or withholding tax on the Subsidiary. If Cayman Islands law changes such that the Subsidiary must pay Cayman Islands taxes, portfolio shareholders would likely suffer decreased investment returns.

Tax Risk In order to qualify as a RIC under the Code, the portfolio must meet certain requirements regarding the source of its income, the diversification of its assets and the distribution of its income. The IRS has issued a ruling that causes certain income from commodity-linked swaps, in which the portfolio invests to gain exposure to the DJ-AIG Index, to not be considered qualifying income. The income the portfolio derives from such commodity-linked swaps or certain other commodity-linked derivatives must be limited to a maximum of 10 percent of its gross income. If the portfolio fails to qualify as a RIC, the portfolio will be subject to federal income tax on its net income at regular corporate rates (without reduction for distributions to shareholders). When distributed, that income would also be taxable to shareholders as an ordinary dividend to the extent attributable to the portfolio's earnings and profits. If the portfolio were to fail to qualify as a RIC and become subject to federal income tax,


26



shareholders of the portfolio would be subject to the risks of diminished returns. The portfolio has obtained a private letter ruling from the IRS confirming that the income produced by certain types of structured notes constitutes "qualifying income" under the Code. If the portfolio should fail to qualify as a RIC, it would be considered as a single investment, which may result in variable contracts invested in the portfolio not being treated as annuity, endowment or life insurance contracts under the Code. All income and gain inside the variable contracts would be taxed currently to the holders, and the contracts would remain subject to taxation as ordinary income thereafter, even if they became adequately diversified.

In addition, the IRS has also issued a private letter ruling to the portfolio confirming that income derived from the portfolio's investment in its Subsidiary will also constitute qualifying income to the portfolio.

Based on such rulings, the portfolio seeks to gain exposure to the commodity markets primarily through investments in commodity index-linked notes and, through investments in the Subsidiary, commodity-related swaps and commodity futures. The use of commodity notes, swaps and futures and investments in the Subsidiary involve specific risks. See "Principal Portfolio Investments" for further information regarding commodity notes, swaps and futures, including the risks associated with these instruments, as well as for further information regarding the Subsidiary, including the risks associated with an investment in the Subsidiary.

OTHER RISK FACTORS

Access Risk Some countries may restrict the portfolio's access to investments or offer terms that are less advantageous than those for local investors. This could limit the attractive investment opportunities available to the portfolio.

Extension Risk An unexpected rise in interest rates may extend the life of a mortgage-backed security beyond the expected prepayment time, typically reducing the security's value.

Fund of funds The portfolio's Board of Trustees has approved making the portfolio's shares available as an investment for certain "fund of funds." From time to time, those funds of funds may invest significant portions of their assets in shares of the portfolio, and may own a significant amount of the portfolio's outstanding shares. Those funds of funds typically use asset allocation strategies under which they may increase or reduce the amount of their investments in the portfolio frequently, and may do so on a daily basis during volatile market conditions. If the size of those purchases and redemptions of the portfolio's shares were significant relative to the size of the portfolio's assets, the portfolio could be required to purchase or sell portfolio securities, increasing its transaction costs and possibly reducing its performance for all share classes. For a further discussion of the possible effects of frequent trading in the portfolio's shares, please refer to the section titled "Other Policies" in this prospectus.


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Leveraging Risk Although the portfolio itself will not be leveraged, certain transactions may give rise to a form of leverage. Such transactions may include, among others, structured notes, reverse repurchase agreements, indexed and inverse floating rate securities, swap agreements, futures contracts, loans of portfolio securities, and the use of when-issued, delayed delivery or forward commitment transactions. The use of derivatives may also create leveraging risk. To mitigate leveraging risk, Credit Suisse will segregate liquid assets or otherwise cover the transactions that may give rise to such risk. The Subsidiary will comply with these asset segregation or "earmarking" requirements to the same extent as the portfolio. The use of leverage may cause the portfolio to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet segregation requirements. Leverage, including borrowing, may cause the portfolio to be more volatile than if the portfolio had not been leveraged. This is because leverage tends to exaggerate the effect of any increase or decrease in the value of the portfolio's securities.

Operational Risk Some countries have less-developed securities markets (and related transaction, registration and custody practices) that could subject a fund to losses from fraud, negligence, delay or other actions.

Prepayment Risk Securities with high stated interest rates may be prepaid prior to maturity. During periods of falling interest rates, the portfolio would generally have to reinvest the proceeds at lower rates.

Regulatory Risk Governments, agencies or other regulatory bodies may adopt or change laws or regulations that could adversely affect the issuer, the market value of the security, or the portfolio's performance.

Valuation Risk The lack of an active trading market may make it difficult to obtain an accurate price for a security held by the portfolio. Many commodity-linked derivative instruments are not actively traded.


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CERTAIN INVESTMENT PRACTICES

For each of the following practices, this table shows the applicable investment limitation. Risks are indicated for each practice.

KEY TO TABLE:

n   Permitted without limitation; does not indicate actual use

20%  Bold type (e.g., 20%) represents an investment limitation as a percentage of net portfolio assets; does not indicate actual use

20%  Roman type (e.g., 20%) represents an investment limitation as a percentage of total portfolio assets; does not indicate actual use

o   Permitted, but not expected to be used to a significant extent

—  Not permitted

INVESTMENT PRACTICE   LIMIT  
Borrowing The borrowing of money from banks to meet redemptions or for other temporary
or emergency purposes. Speculative exposure risk.
  33 1 / 3 %  
Currency transactions Instruments, such as options, futures, forwards or swaps, intended
to manage portfolio exposure to currency risk or to enhance total return. Options, futures or
forwards involve the right or obligation to buy or sell a given amount of foreign currency
at a specified price and future date. Swaps involve the right or obligation to receive or
make payments based on two different currency rates. 1 Correlation, credit, currency,
hedged exposure, liquidity, political, speculative exposure, valuation risks. 2  
  n  
Emerging markets Countries generally considered to be relatively less developed or
industrialized. Emerging markets often face economic problems that could subject the
portfolio to increased volatility or substantial declines in value. Deficiencies in regulatory
oversight, market infrastructure, shareholder protections and company laws could expose
the portfolio to risks beyond those generally encountered in developed countries.
Access, currency, information, liquidity, market, operational, political, valuation risks.
  5 %  
Foreign securities Securities of foreign issuers. May include depository receipts.
Currency, information, liquidity, market, political, valuation risks.
  n  
Futures and options on futures Exchange-traded contracts that enable the portfolio
to hedge against or speculate on future changes in currency values, interest rates or
stock indexes. Futures obligate the portfolio (or give it the right, in the case of options)
to receive or make payment at a specific future time based on those future changes. 1
Correlation, currency, hedged exposure, interest-rate, market, speculative exposure risks. 2  
  n  
Investment grade debt securities Debt securities rated within the four highest grades
(AAA/Aaa through BBB-/Baa3) by Standard & Poor's or Moody's rating service, and
unrated securities of comparable quality. Credit, interest-rate, market risks.
  n  

 

1   The portfolio is not obligated to pursue any hedging strategy. In addition, hedging practices may not be available, may be too costly to be used effectively or may be unable to be used for other reasons.

2   The portfolio is limited to 5% of net assets for initial margin and premium amounts on futures positions considered to be speculative.


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INVESTMENT PRACTICE   LIMIT  
Investment in Wholly-Owned Subsidiary The portfolio may also gain exposure to
commodity markets by investing in the Subsidiary. The Subsidiary (unlike the portfolio)
may invest without limitation in commodity-linked swap agreements and other
commodity-linked derivative instruments, including futures contracts on individual
commodities or a subset of commodities and options on them.
  25 %  
Mortgage-backed and asset-backed securities Debt securities backed by pools of mortgages,
including pass-through certificates and other senior classes of collateralized mortgage obligations
(CMOs), or other receivables. Credit, extension, interest-rate, liquidity, prepayment risks.
  n  
Municipal securities Debt obligations issued by or on behalf of states, territories and
possessions of the U.S. and the District of Columbia and their political subdivisions,
agencies and instrumentalities. Municipal securities may be affected by uncertainties
regarding their tax status, legislative changes or rights of municipal-securities holders.
Credit, interest-rate, market, regulatory risks.
  n  
Non-investment-grade debt securities Debt securities and convertible securities rated
below the fourth-highest grade (BBB-/Baa3) by Standard & Poor's or Moody's rating
service, and unrated securities of comparable quality. Commonly referred to as junk bonds.
Credit, information, interest-rate, liquidity, market, valuation risks.
  10 %  
Options Instruments that provide a right to buy (call) or sell (put) a particular security,
currency or index of securities at a fixed price within a certain time period. The portfolio
may purchase or sell (write) both put and call options for hedging or speculative purposes.
An option is out-of-the money if the exercise price of the option is above, in the case of
a call option, or below, in the case of a put option, the current price (or interest rate or
yield for certain options) of the referenced security or instrument. 1 Correlation, credit,
derivatives, hedged exposure, liquidity, market, speculative exposure risks.
  20 %  
Real-estate investment trusts (REITs) Pooled investment vehicles that invest primarily in
income-producing real estate or real-estate-related loans or interests. Credit, interest-rate,
market risks.
  o  

 

1   The portfolio is not obligated to pursue any hedging strategy. In addition, hedging practices may not be available, may be too costly to be used effectively or may be unable to be used for other reasons.


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INVESTMENT PRACTICE   LIMIT  
Restricted and other illiquid securities Securities with restrictions on trading, or those
not actively traded. May include private placements. Liquidity, market, valuation risks . The portfolio's
Subsidiary will also limit its investment in illiquid securities to 15% of its net assets. In applying the
illiquid securities restriction to the portfolio, the portfolio's investment in the Subsidiary is considered
to be liquid.
  15 %  
Securities lending Lending portfolio securities to financial institutions; the portfolio receives cash,
U.S. government securities or bank letters of credit as collateral. Credit, liquidity, market risks.
  33 1 / 3 %  
Structured instruments Structured notes, swaps and other instruments that allow the portfolio
to gain access to the performance of a referenced asset (such as an index or selected stocks)
that may be more attractive or accessible than the portfolio's direct investment. Commodity,
credit, currency, derivatives, information, interest-rate, leveraging, liquidity, market, political,
speculative exposure, valuation, tax risks.
  n  
Temporary defensive tactics Placing some or all of the portfolio's assets in investments
such as money-market obligations and investment-grade debt securities for defensive purposes.
Although intended to avoid losses in adverse market, economic, political or other conditions,
defensive tactics might be inconsistent with the portfolio's principal investment strategies and
might prevent the portfolio from achieving its goal.
  o  
Warrants Options issued by a company granting the holder the right to buy certain
securities, generally common stock, at a specified price and usually for a limited time.
Liquidity, market, speculative exposure risks.
  10 %  
When-issued securities and forward commitments The purchase or sale of securities
for delivery at a future date; market value may change before delivery. Liquidity, market,
speculative exposure risks.
  20 %  
Zero-coupon bonds Debt securities that pay no cash income to holders for either an initial
period or until maturity and are issued at a discount from maturity value. At maturity, return
comes from the difference between purchase price and maturity value. Interest-rate, market risks.
  n  

 


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MEET THE MANAGERS

The Credit Suisse Commodities Management Team is responsible for the day-to-day management of the portfolio. The current members of the Credit Suisse Commodities Management Team are Andrew Karsh and Christopher Burton.

Andrew Karsh, Director, is a portfolio manager and trader specializing in derivatives. He joined Credit Suisse in December 2007. He has been a team member of the portfolio since January 2008. Mr. Karsh joined Credit Suisse Group in 1999, and was most recently part of the Fixed Income Structuring Group within Credit Suisse's Investment Banking Division. Prior to joining Credit Suisse, Mr. Karsh worked in Fixed Income and Derivatives roles at Santander Financial Products and Bear Stearns. Mr. Karsh holds a B.S./B.A. in Finance from American University.

Christopher Burton, Director, is a portfolio manager and trader specializing in derivatives. He has been a team member of the portfolio since 2005. Prior to joining Credit Suisse in 2005, Mr. Burton served as an analyst and derivatives strategist with Putnam Investments, where from 2002 to 2005 he developed analytical tools and managed options based yield enhancement strategies as well as exposure management strategies. Mr. Burton earned a B.S. in Economics with concentrations in Finance and Accounting from the University of Pennsylvania's Wharton School of Business.

The SAI provides additional information about the portfolio managers' compensation, other accounts managed by the portfolio managers and the portfolio managers' ownership of securities in the portfolio.

Job titles indicate position with the investment adviser.


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MORE ABOUT YOUR PORTFOLIO

g   SHARE VALUATION

The net asset value ("NAV") is determined at the close of regular trading on the New York Stock Exchange (NYSE) (usually 4 p.m. ET) each day the NYSE is open for business. It is calculated by dividing the portfolio's total assets, less its liabilities, by the number of its shares outstanding.

The portfolio's equity investments are valued at market value, which is generally determined using the closing price on the exchange or market on which the security is primarily traded at the time of valuation (the "Valuation Time"). Debt securities with a remaining maturity greater than 60 days are valued in accordance with the price supplied by a pricing service, which may use a matrix, formula or other objective method that takes into consideration market indices, yield curves and other specific adjustments. Debt obligations that will mature in 60 days or less are valued on the basis of amortized cost, which approximates market value, unless it is determined that this method would not represent fair value. If no sales are reported, equity investments are generally valued at the most recent bid quotation as of the Valuation Time or at the lowest asked quotation in the case of a short sale of securities. Investments in mutual funds are valued at the mutual fund's closing NAV per share on the day of valuation. Swap contracts are generally valued at a price at which the counterparty to such contract would repurchase the instrument or terminate the contract. Structured note agreements are valued in accordance with a dealer-supplied valuation based on changes in the value of the underlying index. Securities, options, futures contracts and other assets (including structured notes and swap agreements) for which market quotations are not readily available, or whose values have been materially affected by events occurring before the portfolio's Valuation Time but after the close of the securities' primary markets, are valued at fair value as determined in good faith by, or under the direction of, the Board of Trustees under procedures established by the Board of Trustees. The portfolio may utilize a service provided by an independent third party which has been approved by the Board of Trustees to fair value certain securities. The portfolio may also use fair value procedures if Credit Suisse determines that a significant event has occurred between the time at which a market price is determined and the time at which the portfolio's net asset value is calculated. In particular, the value of foreign securities may be materially affected by events occurring after the close of the market on which they are valued, but before the portfolio prices its shares. The portfolio uses a fair value model developed by an independent third party pricing service to price foreign equity securities on days when there is a certain percentage change in the value of a domestic equity security index, as such percentage may be determined by Credit Suisse from time to time. The Subsidiary is subject to the same valuation policies as the portfolio.

The portfolio's fair valuation policies are designed to reduce dilution and other adverse effects on long-term shareholders of trading practices that seek to take advantage of "stale" or otherwise inaccurate prices. When fair-value pricing is employed, the prices of


33



securities used by a fund to calculate its NAV may differ from quoted or published prices for the same securities. Valuing securities at fair value involves greater reliance on judgment than valuation of securities based on readily available market quotations. A portfolio that uses fair value to price securities may value those securities higher or lower than another fund using market quotations or its own fair value procedures to price the same securities. There can be no assurance that the portfolio could obtain the fair value assigned to a security if it were to sell the security at approximately the time at which the portfolio determines its NAV.

Some portfolio securities may be listed on foreign exchanges that are open on days (such as U.S. holidays) when the portfolio does not compute its prices. This could cause the value of the portfolio's investments to be affected by trading on days when you cannot buy or sell shares.

g   DISTRIBUTIONS

As a portfolio investor, you will receive distributions.

The portfolio earns income from structured notes and swap agreements, dividends from stocks and interest from bond, money market and other investments. These are passed along as dividend distributions. The portfolio realizes capital gains whenever it sells securities for a higher price than it paid for them. These are passed along as capital gain distributions.

The portfolio declares and pays dividends quarterly. The portfolio typically distributes capital gains annually, usually in December. The portfolio may make additional distributions at other times if necessary to avoid a federal tax. Unless otherwise specified, distributions will be reinvested automatically in additional shares of the portfolio.

Estimated year-end distribution information, including record and payment dates, generally will be available late in the year at www.credit-suisse.com/us or by calling 1-800-222-8977.

g   TAXES

The IRS has issued a ruling that causes certain income from commodity-linked swaps, in which the portfolio invests to gain exposure to the DJ-AIG Index, to not be considered qualifying income. Any income the portfolio derives from such direct investments in commodity-linked swaps or certain other commodity-linked derivatives must be limited to a maximum of 10% of the portfolio's gross income. If the portfolio fails to qualify as a RIC, the portfolio will be subject to federal income tax on its net income at regular corporate rates (without a deduction for distributions to shareholders). When distributed, that income would also be taxable to shareholders as an ordinary dividend to the extent attributable to the portfolio's earnings and profits.

The IRS has issued a private letter ruling to the portfolio in which the IRS specifically concluded that income from certain commodity index-linked notes is qualifying income. In addition, the IRS has also issued a private letter ruling to the portfolio confirming that income derived from the portfolio's investment in the Subsidiary will also constitute qualifying income to the portfolio, even if


34



the Subsidiary itself owns commodity-linked notes and swaps, commodity options, futures and options on futures. Based on such rulings, the portfolio seeks to gain exposure to the commodity markets primarily through investments in commodity index-linked notes and swaps and, through investments in the Subsidiary, futures contracts on individual commodities or a subset of commodities and options on them.

For a discussion of the tax status of a variable contract or pension or retirement plan, refer to the prospectus of the sponsoring participating insurance company separate account or plan documents or other informational materials supplied by plan sponsors. Because shares of the portfolio may be purchased only through variable contracts and plans, income dividends and capital gain distributions from the portfolio are taxable, if at all, to the participating insurance companies and plans and the variable contract owner or plan participant generally will not be subject to tax on such dividends and distributions until they are distributed to such owner or participant from their respective variable contract or plan.

The portfolio intends to comply with the diversification and investor control requirements currently imposed by the Code on separate accounts of insurance companies as a condition of maintaining the tax-deferred status of variable contracts. If the portfolio or a separate account did not meet such requirements, income allocable to the contracts associated with the separate account would be taxable currently to the holders of such contracts and income from prior periods with respect to such contracts also could be taxable.

Because each contract holder's situation is unique, ask your tax professional about the tax consequences of your investment.

g   STATEMENTS AND REPORTS

The portfolio produces financial reports, which include a list of the portfolio's holdings, semiannually and updates its Prospectus annually. The portfolio generally does not hold shareholder meetings. To reduce expenses by eliminating duplicate mailings to the same address, the portfolio may choose to mail only one report, Prospectus or proxy statement to your household, even if more than one person in the household has an account with the portfolio. Please call 1-800-222-8977 if you would like to receive additional reports, Prospectuses or proxy statements.

The portfolio discloses its portfolio holdings and certain of the portfolio's statistical characteristics, such as industry diversification, as of the end of each calendar month on its website, www.credit-suisse.com/us. This information is posted on the portfolio's website after the end of each month and generally remains available until the portfolio holdings and other information as of the end of the next calendar month is posted on the website. A description of the portfolio's policies and procedures with respect to disclosure of its portfolio securities is available in the portfolio's SAI .


35



BUYING AND SELLING SHARES

You may not buy or sell shares of the portfolio directly; you may only buy or sell shares through variable annuity contracts and variable life insurance contracts offered by separate accounts of certain insurance companies or through tax-qualified pension and retirement plans. The portfolio may not be available in connection with a particular contract or plan.

An insurance company's separate accounts buy and sell shares of the portfolio at NAV, without any sales or other charges. Each insurance company receives orders from its contract holders to buy or sell shares of the portfolio on any business day that the portfolio calculates its NAV. If the order is received by the insurance company prior to the close of regular trading on the NYSE, the order will be executed at that day's NAV.

Plan participants may buy shares of the portfolio through their plan by directing the plan trustee to buy shares for their account in a manner similar to that described above for variable annuity and variable life insurance contracts. You should contact your plan sponsor concerning the appropriate procedure for investing in the portfolio.

The portfolio reserves the right to:

n   change or discontinue its exchange privilege after 60 days' notice to current investors

n   temporarily suspend the exchange privilege during unusual market conditions

n   charge a wire-redemption fee

n   make a "redemption in kind" – payment in portfolio securities rather than cash – for certain large redemption amounts that could hurt portfolio operations

n   suspend redemptions or postpone payment dates as permitted by law (such as during periods other than weekends or holidays when the NYSE is closed or trading on the NYSE is restricted, or any other time that the SEC permits)

n   stop offering its shares for a period of time (such as when management believes that a substantial increase in assets could adversely affect it)

g   FREQUENT PURCHASES AND
g   SALES OF PORTFOLIO SHARES

Frequent purchases and redemptions of portfolio shares present risks to the contract owners or plan participants who hold shares of the portfolio through their annuity contracts or pension plans over the long term. These risks include the potential for dilution in the value of portfolio shares; interference with the efficient management of the portfolio, such as the need to keep a larger portion of the portfolio invested in cash or short-term securities, or to sell securities, rather than maintaining full investment in securities selected to achieve the portfolio's investment objective; losses on the sale of investments resulting from the need to sell securities at less favorable prices; and increased brokerage and administrative costs. These risks may be greater for portfolios investing in


36



securities that are believed to be more susceptible to pricing discrepancies, such as foreign securities, high yield debt securities and small capitalization securities, as certain investors may seek to make short-term trades as part of strategies aimed at taking advantage of "stale" or otherwise inaccurate prices for portfolio holdings (e.g., "time zone arbitrage").

The portfolio will take steps to detect and eliminate excessive trading in portfolio shares, pursuant to the portfolio's policies as described in this Prospectus and approved by the Board of Trustees. The portfolio defines excessive trading or "market timing" as two round trips (purchase and redemption of comparable assets) by an investor within 60 days. A contract owner or plan participant that is determined to be engaged in market timing will be restricted from making future purchases or exchange purchases in any of the Credit Suisse Funds. The portfolio's distributor enters into agreements with intermediaries such as insurance company separate accounts and tax-qualified pension and retirement plans that require such intermediaries to provide certain information to help detect frequent trading activity by their contract holders or plan participants and to eliminate frequent trading by these contract holders and plan participants.

The portfolio reserves the right to reject a purchase or exchange purchase order for any reason with or without prior notice to the insurance contract or plan. In particular, the portfolio reserves the right to reject a purchase or an exchange purchase order from any insurance contract or plan that in its opinion has not taken effective steps to detect and prevent frequent purchases and sales of portfolio shares.

The portfolio has also adopted fair valuation policies to protect the portfolio from "time zone arbitrage" with respect to foreign securities holdings and other trading practices that seek to take advantage of "stale" or otherwise inaccurate prices. See "More About Your Portfolio – Share Valuation."

There can be no assurance that these policies and procedures will be effective in limiting excessive trading in all cases. Also, contract holders and plan participants who invest in the portfolio through insurance company separate accounts and plans may be subject to the policies and procedures of their insurance companies and plans with respect to excessive trading of portfolio shares, which may define market timing differently than the portfolio does and have different consequences associated with it.

The portfolio's policies and procedures may be modified or terminated at any time upon notice of material changes to shareholders and prospective investors.


37



OTHER INFORMATION

g   ABOUT THE DISTRIBUTOR

Credit Suisse Asset Management Securities, Inc. (CSAMSI), an affiliate of Credit Suisse Asset Management, LLC, serves as distributor of the portfolio's shares.

The portfolio has adopted a Rule 12b-1 plan for its shares to pay distribution and service fees for the sale and servicing of shares.

Under the 12b-1 plan, CSAMSI receives fees at an annual rate of 0.25% per annum of average daily net assets of the portfolio's shares. Because the fees are paid out of the portfolio's assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.

Distribution and service fees are used to pay to promote the sale of shares and the servicing of accounts of the portfolio. Under the 12b-1 plan, the portfolio pays a fee to the distributor, which in turn remits all or a portion of the fee to participating insurance companies and pension and retirement plans to reimburse them for various costs incurred or paid by these companies and plans in connection with marketing, distributing and servicing shares. The distributor may remit payments to the participating insurance company's affiliated broker-dealers or other affiliated company rather than to a participating insurance company itself. Examples of expenses payable under the 12b-1 plan include the costs of printing and mailing materials (such as portfolio prospectuses, shareholder reports, portfolio advertisements and sales literature) to policyholders and plan participants, holding seminars and sales meetings, providing customer service to policyholders and plan participants and paying sales compensation to insurance company and plan employees.

With respect to the portfolio, CSAMSI or its affiliates (including Credit Suisse Asset Management, LLC) may make additional payments out of their own resources to firms offering shares of the portfolio for providing administration, subaccounting, transfer agency and/or other services. CSAMSI or its affiliates may also make payments out of past profits and other available sources for marketing, promotional or related expenses. Such payments may be made to insurance companies and other entities offering shares of the portfolio and/or providing services with respect to such shares. The amount of these payments is determined by CSAMSI or its affiliates and may be substantial. For further information on the distributor's payments for distribution and shareholder servicing, see "Management of the Trust – Shareholder Servicing" in the SAI .


38




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39



FOR MORE INFORMATION

This Prospectus is intended for use in connection with certain insurance products and pension and retirement plans. Please refer to the prospectus of the sponsoring participating insurance company separate account or to the plan documents or other informational materials supplied by plan sponsors for information regarding distributions and instructions on purchasing or selling a variable contract and on how to select the portfolio as an investment option for a variable contract or plan. More information about the portfolio is available free upon request, including the following:

g   ANNUAL/SEMIANNUAL
g   REPORTS TO SHAREHOLDERS

Includes financial statements, portfolio investments and detailed performance information.

The Annual Report also contains a letter from the portfolio managers discussing market conditions and investment strategies that significantly affected portfolio performance during its past fiscal year.

g   OTHER INFORMATION

A current SAI , which provides more details about the portfolio, is on file with the SEC and is incorporated by reference.

You may visit the SEC's Internet website (www.sec.gov) to view the SAI , material incorporated by reference and other information. You can also obtain copies by visiting the SEC's Public Reference Room in Washington, DC (phone 202-551-8090) or by sending your request and a duplicating fee to the SEC's Public Reference Section, Washington, DC 20549 or electronically at publicinfo@sec.gov.

Please contact the Credit Suisse Funds to obtain, without charge, the SAI , Annual and Semiannual Reports and other information, and to make shareholder inquiries:

BY TELEPHONE:

800-222-8977

BY FACSIMILE:

888-606-8252

BY MAIL:

Credit Suisse Trust

P.O. Box 55030

Boston, MA 02205-5030

BY OVERNIGHT OR COURIER SERVICE:

Boston Financial Data Services, Inc.

Attn: Credit Suisse Trust

30 Dan Road

Canton, MA 02021-2809

ON THE INTERNET:

www.credit-suisse.com/us

The portfolio's SAI and Annual and Semiannual Reports are available on Credit Suisse's website, www.credit-suisse.com/us.

SEC FILE NUMBER:

Credit Suisse Trust  811-07261

P.O. BOX 55030, BOSTON, MA 02205-5030

800-222-8977 n WWW.CREDIT-SUISSE.COM/US

CREDIT SUISSE ASSET MANAGEMENT SECURITIES, INC., DISTRIBUTOR.  TRCRS-PRO-0509




 

STATEMENT OF ADDITIONAL INFORMATION

 

May 1, 2009

 


 

CREDIT SUISSE TRUST

 

U.S. Equity Flex I Portfolio
U.S. Equity Flex II Portfolio
U.S. Equity Flex III Portfolio
U.S. Equity Flex IV Portfolio
International Equity Flex I Portfolio
International Equity Flex II Portfolio
International Equity Flex III Portfolio

 

This combined Statement of Additional Information provides information about Credit Suisse Trust (the “Trust”), relating to the U.S. Equity Flex I, U.S. Equity Flex II, U.S. Equity Flex III, U.S. Equity Flex IV, International Equity Flex I, International Equity Flex II and International Equity Flex III Portfolios (each, a “Portfolio” and collectively, the “Portfolios”) that supplements information contained in the Prospectus for each Portfolio (each, a “ Prospectus ,” and collectively, the “ Prospectuses ”), dated May 1, 2009.

 

Each Portfolio’s audited Annual Report dated December 31, 2008, which either accompanies this Statement of Additional Information or has previously been provided to the investor to whom this Statement of Additional Information is being sent, is incorporated herein by reference.

 

This Statement of Additional Information is not itself a prospectus, and no investment in shares of the Portfolios should be made solely upon the information contained herein.  Copies of the Trust’s Prospectuses , Annual Report and information regarding each Portfolio’s current performance may be obtained free of charge by writing or telephoning:

 

Credit Suisse Trust
P.O. Box 55030
Boston, MA 02205-5030
1-800-222-8977

 



 

Table of Contents

 

 

Page

 

 

INVESTMENT OBJECTIVES AND POLICIES

1

General Investment Strategies

1

Strategic and Other Transactions

1

Hedging Generally

1

Options on Securities and Securities Indices and Currency Exchange Transactions

3

Securities Options

3

Securities Index Options

6

OTC Options

6

Currency Exchange Transactions

7

Forward Currency Contracts

7

Currency Options

8

Currency Hedging

8

Futures Activities

9

Futures Contracts

9

Options on Futures Contracts

10

Swaps

11

Asset Coverage for Forward Contracts, Options, Futures and Options on Futures and Swaps

11

Foreign Investments

12

Foreign Currency Exchange

12

Information

13

Political Instability

13

Foreign Markets

13

Increased Expenses

13

Privatizations

13

Foreign Debt Securities

13

Sovereign Debt

14

Brady Bonds

15

Depository Receipts

15

Emerging Markets

16

U.S. Government Securities

16

Money Market Obligations

17

Repurchase Agreements

17

Money Market Mutual Funds

17

Debt Securities

18

Below Investment Grade Securities

18

Convertible Securities

19

Structured Securities

20

Mortgage-Backed Securities

20

Asset-Backed Securities

21

Loan Participations and Assignments

21

Structured Notes, Bonds or Debentures

22

Stand-By Commitments

23

 

i



 

Recent Market Events

23

Temporary Defensive Strategies

24

Securities of Other Investment Companies

24

Lending of Portfolio Securities

24

When-Issued Securities, Delayed-Delivery Transactions and Forward Commitments

25

Short Sales

26

Short Sales “Against the Box”

26

Reverse Repurchase Agreements and Dollar Rolls

27

Warrants

28

Non-Publicly Traded and Illiquid Securities

28

Rule 144A Securities

29

Borrowing

30

Small Capitalization and Emerging Growth Companies; Unseasoned Issuers

30

“Special Situation” Companies

30

General

30

REITs

31

INVESTMENT RESTRICTIONS

31

PORTFOLIO VALUATION

35

PORTFOLIO TRANSACTIONS

37

PORTFOLIO TURNOVER

42

MANAGEMENT OF THE TRUST

43

Officers and Board of Trustees

43

Ownership In Securities Of The Trust And Trust Complex

46

Committees and Meetings of Trustees

47

Trustees’ Compensation

49

Proxy Voting Policy

49

Disclosure of Portfolio Holdings

50

Investment Advisers and Co-Administrators

52

Sub-Advisory Agreements

55

Portfolio Manager

59

POTENTIAL CONFLICTS OF INTEREST

59

Portfolio Manager’s Ownership of Securities

60

Registered Investment Companies, Pooled Investment Vehicles and Other Accounts Managed

60

Co-Administration Agreements

60

Code of Ethics

61

Custodian and Transfer Agent

62

Distribution and Shareholder Servicing

62

Organization of the Trust

63

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

65

ADDITIONAL INFORMATION CONCERNING TAXES

66

The Portfolios

66

Special Tax Considerations

69

Short Sales

70

 

ii



 

Swaps

70

Foreign Investments

70

Passive Foreign Investment Companies

70

Other Taxes

71

Variable Contracts and Plans

71

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND COUNSEL

72

FINANCIAL STATEMENTS

72

MISCELLANEOUS

72

APPENDIX A - PROXY VOTING POLICY

A-1

APPENDIX B - DESCRIPTION OF RATINGS

B-1

APPENDIX C - FEE ARRANGEMENT FOR THE SALE OF SHARES OF THE CREDIT SUISSE TRUST

C-1

 

iii



 

INVESTMENT OBJECTIVES AND POLICIES

 

The following information supplements the descriptions of each Portfolio’s investment objective and policies in the Prospectuses .  There are no assurances that the Portfolios will achieve their investment objectives.

 

The investment objective of each of the U.S. Equity Flex I Portfolio, U.S. Equity Flex II Portfolio, U.S. Equity Flex III Portfolio and U.S. Equity Flex IV Portfolio (collectively, the “U.S. Portfolios”) is capital growth.  Each U.S. Portfolio will invest, under normal market conditions, at least 80% of its net assets, plus any borrowings for investment purposes, in equity securities of U.S. companies.

 

The investment objective of each of the International Equity Flex I Portfolio, International Equity Flex II Portfolio and International Equity Flex III Portfolio (collectively, the “International Portfolios”) is capital appreciation.  Each International Portfolio will invest, under normal market conditions, at least 80% of its net assets, plus any borrowings for investment purposes, in equity securities of foreign companies.

 

Each Portfolio’s investment objective may be changed by the Board of Trustees of the Trust (the “Board”) without shareholder approval.

 

These percentage requirements will not be applicable during periods when a Portfolio pursues a temporary defensive strategy, as discussed below.

 

General Investment Strategies

 

Unless otherwise indicated, all of the Portfolios are permitted, but not obligated, to engage in the following investment strategies, subject to any percentage limitations set forth below.  The Portfolios do not represent that these techniques are available now or will be available at any time in the future.

 

Strategic and Other Transactions

 

Subject to the limitations described above, up to 25% of a Portfolio’s assets may be at risk in connection with the strategies described below.  The amount of assets considered to be “at risk” in these transactions is, in the case of purchasing options, the amount of the premium paid and in the case of writing options, the value of the underlying obligation.

 

Hedging Generally.   Each Portfolio may enter into options, futures and currency exchange transactions for several purposes, including generating current income to offset expenses or increase return, and as hedges to reduce investment risk, generally by making an investment expected to move in the opposite direction of a portfolio position.  A hedge is designed to offset a loss in a portfolio position with a gain in the hedged position; at the same time, however, a properly correlated hedge will result in a gain in the portfolio position being offset by a loss in the hedged position.  As a result, the use of options, futures and currency exchange transactions for hedging purposes could limit any potential gain from an increase in the value of the position hedged.  In addition, the movement in the portfolio position hedged may not be of the same magnitude as movement in the hedge.  With respect to futures contracts, since the

 



 

value of portfolio securities will far exceed the value of the futures contracts sold by a Portfolio, an increase in the value of the futures contracts could only mitigate, but not totally offset, the decline in the value of a Portfolio’s assets.

 

In hedging transactions based on an index, whether a Portfolio will realize a gain or loss depends upon movements in the level of securities prices in the stock market generally or, in the case of certain indexes, in an industry or market segment, rather than movements in the price of a particular security.  The risk of imperfect correlation increases as the composition of a Portfolio’s portfolio varies from the composition of the index.  In an effort to compensate for imperfect correlation of relative movements in the hedged position and the hedge, a Portfolio’s hedge positions may be in a greater or lesser dollar amount than the dollar amount of the hedged position.  Such “over hedging” or “under hedging” may adversely affect a Portfolio’s net investment results if the markets do not move as anticipated when the hedge is established.  Securities index futures transactions may be subject to additional correlation risks.  First, all participants in the futures market are subject to margin deposit and maintenance requirements.  Rather than meeting additional margin deposit requirements, investors may close futures contracts through offsetting transactions which would distort the normal relationship between the securities index and futures markets.  Secondly, from the point of view of speculators, the deposit requirements in the futures market are less onerous than margin requirements in the securities market.  Therefore, increased participation by speculators in the futures market also may cause temporary price distortions.  Because of the possibility of price distortions in the futures market and the imperfect correlation between movements in the securities index and movements in the price of securities index futures, a correct forecast of general market trends by Credit Suisse Asset Management, LLC (“Credit Suisse” or the “Adviser”) still may not result in a successful hedging transaction.

 

Each Portfolio will engage in hedging transactions only when deemed advisable by Credit Suisse, and successful use by the Portfolios of hedging transactions will be subject to Credit Suisse’s ability to predict trends in currency, interest rate or securities markets, as the case may be, and to predict correctly movements in the directions of the hedge and the hedged position and the correlation between them, which predictions could prove to be inaccurate.  This requires different skills and techniques than predicting changes in the price of individual securities, and there can be no assurance that the use of these strategies will be successful.  Even a well-conceived hedge may be unsuccessful to some degree because of unexpected market behavior or trends.  Losses incurred in hedging transactions and the costs of these transactions will affect a Portfolio’s performance.

 

To the extent that a Portfolio engages in the strategies described below, the Portfolio may experience losses greater than if these strategies had not been utilized.  In addition to the risks described above, these instruments may be illiquid and/or subject to trading limits, and a Portfolio may be unable to close out a position without incurring substantial losses, if at all.  The Portfolios are also subject to the risk of a default by a counterparty to an off-exchange transaction.

 

2



 

Options on Securities and Securities Indices and Currency Exchange Transactions

 

Each Portfolio may purchase and write (sell) options on securities, securities indices and currencies for hedging purposes or to increase total return.  Each Portfolio may enter into futures contracts and options on futures contracts on securities, securities indices, foreign currencies interest rates and may engage in spot and forward currency exchange transactions (known as “foreign exchange transactions”) for these same purposes, which may involve speculation.  The amount of assets considered to be “at risk” in these transactions is, in the case of purchasing options, the amount of the premium paid, and, in the case of writing options, the value of the underlying obligation.

 

Securities Options.  Each Portfolio may write covered put and call options on stock and debt securities and may purchase such options that are traded on foreign and U.S. exchanges, as well as over-the-counter (“OTC”) options.  A Portfolio realizes fees (referred to as “premiums”) for granting the rights evidenced by the options it has written.  A put option embodies the right of its purchaser to compel the writer of the option to purchase from the option holder an underlying security at a specified price for a specified time period or at a specified time.  In contrast, a call option embodies the right of its purchaser to compel the writer of the option to sell to the option holder an underlying security at a specified price for a specified time period or at a specified time.

 

The potential loss associated with purchasing an option is limited to the premium paid, and the premium would partially offset any gains achieved from its use.  However, for an option writer the exposure to adverse price movements in the underlying security or index is potentially unlimited during the exercise period.  Writing securities options may result in substantial losses to a Portfolio, force the sale or purchase of portfolio securities at inopportune times or at less advantageous prices, limit the amount of appreciation the Portfolio could realize on its investments or require the Portfolio to hold securities it would otherwise sell.

 

The principal reason for writing covered options on a security is to attempt to realize, through the receipt of premiums, a greater return than would be realized on the securities alone.  In return for a premium, a Portfolio as the writer of a covered call option forfeits the right to any appreciation in the value of the underlying security above the strike price for the life of the option (or until a closing purchase transaction can be effected).  When a Portfolio writes call options, it retains the risk of a decline in the price of the underlying security.  The size of the premiums that the Portfolios may receive may be adversely affected as new or existing institutions, including other investment companies, engage in or increase their option-writing activities.

 

If security prices rise, a put writer would generally expect to profit, although its gain would be limited to the amount of the premium it received.  If security prices remain the same over time, it is likely that the writer will also profit, because it should be able to close out the option at a lower price.  If security prices decline, the put writer would expect to suffer a loss.  This loss may be less than the loss from purchasing the underlying instrument directly to the extent that the premium received offsets the effects of the decline.

 

3



 

In the case of options written by a Portfolio that are deemed covered by virtue of the Portfolio’s holding convertible or exchangeable preferred stock or debt securities, the time required to convert or exchange and obtain physical delivery of the underlying common stock with respect to which the Portfolio has written options may exceed the time within which the Portfolio must make delivery in accordance with an exercise notice.  In these instances, a Portfolio may purchase or temporarily borrow the underlying securities for purposes of physical delivery.  By so doing, the Portfolio will not bear any market risk, since the Portfolio will have the absolute right to receive from the issuer of the underlying security an equal number of shares to replace the borrowed securities, but the Portfolio may incur additional transaction costs or interest expenses in connection with any such purchase or borrowing.

 

Additional risks exist with respect to certain of the securities for which a Portfolio may write covered call options.  For example, if the Portfolio writes covered call options on mortgage-backed securities, the mortgage-backed securities that it holds as cover may, because of scheduled amortization or unscheduled prepayments, cease to be sufficient cover.  If this occurs, the Portfolio will compensate for the decline in the value of the cover by purchasing an appropriate additional amount of mortgage-backed securities.

 

Options written by a Portfolio will normally have expiration dates between one and nine months from the date written.  The exercise price of the options may be below, equal to or above the market values of the underlying securities at the times the options are written.  In the case of call options, these exercise prices are referred to as “in-the-money,” “at-the-money” and “out-of-the-money,” respectively.  Each Portfolio may write (i) in-the-money call options when Credit Suisse expects that the price of the underlying security will remain flat or decline moderately during the option period, (ii) at-the-money call options when Credit Suisse expects that the price of the underlying security will remain flat or advance moderately during the option period and (iii) out-of-the-money call options when Credit Suisse expects that the premiums received from writing the call option plus the appreciation in market price of the underlying security up to the exercise price will be greater than the appreciation in the price of the underlying security alone.  In any of the preceding situations, if the market price of the underlying security declines and the security is sold at this lower price, the amount of any realized loss will be offset wholly or in part by the premium received.  Out-of-the-money, at-the-money and in-the-money put options (the reverse of call options as to the relation of exercise price to market price) may be used in the same market environments that such call options are used in equivalent transactions.  To secure its obligation to deliver the underlying security when it writes a call option, each Portfolio will be required to deposit in escrow the underlying security or other assets in accordance with the rules of the Options Clearing Corporation (the “Clearing Corporation”) and of the securities exchange on which the option is written.

 

Prior to their expirations, put and call options may be sold in closing sale or purchase transactions (sales or purchases by a Portfolio prior to the exercise of options that it has purchased or written, respectively, of options of the same series) in which a Portfolio may realize a profit or loss from the sale.  An option position may be closed out only where there exists a secondary market for an option of the same series on a recognized securities exchange or in the OTC market.  When a Portfolio has purchased an option and engages in a closing sale transaction, whether the Portfolio realizes a profit or loss will depend upon whether the amount received in the closing sale transaction is more or less than the premium the Portfolio initially

 

4



 

paid for the original option plus the related transaction costs.  Similarly, in cases where a Portfolio has written an option, it will realize a profit if the cost of the closing purchase transaction is less than the premium received upon writing the original option and will incur a loss if the cost of the closing purchase transaction exceeds the premium received upon writing the original option.  A Portfolio may engage in a closing purchase transaction to realize a profit, to prevent an underlying security with respect to which it has written an option from being called or put or, in the case of a call option, to unfreeze an underlying security (thereby permitting its sale or the writing of a new option on the security prior to the outstanding option’s expiration).  The obligation of a Portfolio under an option it has written would be terminated by a closing purchase transaction (the Portfolio would not be deemed to own an option as a result of the transaction).  So long as the obligation of a Portfolio as the writer of an option continues, the Portfolio may be assigned an exercise notice by the broker-dealer through which the option was sold, requiring the Portfolio to deliver the underlying security against payment of the exercise price.  This obligation terminates when the option expires or the Portfolio effects a closing purchase transaction.  A Portfolio cannot effect a closing purchase transaction with respect to an option once it has been assigned an exercise notice.

 

There is no assurance that sufficient trading interest will exist to create a liquid secondary market on a securities exchange for any particular option or at any particular time, and for some options no such secondary market may exist.  A liquid secondary market in an option may cease to exist for a variety of reasons.  In the past, for example, higher than anticipated trading activity or order flow or other unforeseen events have at times rendered certain of the facilities of the Clearing Corporation and various securities exchanges inadequate and resulted in the institution of special procedures, such as trading rotations, restrictions on certain types of orders or trading halts or suspensions in one or more options.  There can be no assurance that similar events, or events that may otherwise interfere with the timely execution of customers’ orders, will not recur.  In such event, it might not be possible to effect closing transactions in particular options.  Moreover, a Portfolio’s ability to terminate options positions established in the OTC market may be more limited than for exchange-traded options and may also involve the risk that securities dealers participating in OTC transactions would fail to meet their obligations to the Portfolio.  The Portfolios, however, will purchase OTC options only from dealers whose debt securities, as determined by Credit Suisse, are considered to be investment grade.  If, as a covered call option writer, the Portfolio is unable to effect a closing purchase transaction in a secondary market, it will not be able to sell the underlying security and would continue to be at market risk on the security.

 

Securities exchanges generally have established limitations governing the maximum number of calls and puts of each class which may be held or written, or exercised within certain time periods by an investor or group of investors acting in concert (regardless of whether the options are written on the same or different securities exchanges or are held, written or exercised in one or more accounts or through one or more brokers).  It is possible that the Portfolios and other clients of Credit Suisse and certain of its affiliates may be considered to be such a group.  A securities exchange may order the liquidation of positions found to be in violation of these limits and it may impose certain other sanctions.  These limits may restrict the number of options the Portfolios will be able to purchase on a particular security.

 

5



 

Securities Index Options .  Each Portfolio may purchase and write exchange-listed and OTC put and call options on securities indexes.  A securities index measures the movement of a certain group of securities by assigning relative values to the securities included in the index, fluctuating with changes in the market values of the securities included in the index.  Some securities index options are based on a broad market index, such as the New York Stock Exchange (the “NYSE”) Composite Index, or a narrower market index such as the Standard & Poor’s 100.  Indexes may also be based on a particular industry or market segment.

 

Options on securities indexes are similar to options on securities except that (i) the expiration cycles of securities index options are monthly, while those of securities options are currently quarterly, and (ii) the delivery requirements are different.  Instead of giving the right to take or make delivery of securities at a specified price, an option on a securities index gives the holder the right to receive a cash “exercise settlement amount” equal to (a) the amount, if any, by which the fixed exercise price of the option exceeds (in the case of a put) or is less than (in the case of a call) the closing value of the underlying index on the date of exercise, multiplied by (b) a fixed “index multiplier.”  Receipt of this cash amount will depend upon the closing level of the securities index upon which the option is based being greater than, in the case of a call, or less than, in the case of a put, the exercise price of the index and the exercise price of the option times a specified multiple.  The writer of the option is obligated, in return for the premium received, to make delivery of this amount.  Securities index options may be offset by entering into closing transactions as described above for securities options.

 

OTC Options.  Each Portfolio may purchase OTC or dealer options or sell covered OTC options.  Unlike exchange-listed options where an intermediary or clearing corporation, such as the Clearing Corporation, assures that all transactions in such options are properly executed, the responsibility for performing all transactions with respect to OTC options rests solely with the writer and the holder of those options.  A listed call option writer, for example, is obligated to deliver the underlying securities to the clearing organization if the option is exercised, and the clearing organization is then obligated to pay the writer the exercise price of the option.  If a Portfolio were to purchase a dealer option, however, it would rely on the dealer from whom it purchased the option to perform if the option were exercised.  If the dealer fails to honor the exercise of the option by a Portfolio, the Portfolio would lose the premium it paid for the option and the expected benefit of the transaction.

 

Exchange-traded options generally have a continuous liquid market while OTC or dealer options do not.  Consequently, a Portfolio will generally be able to realize the value of a dealer option it has purchased only by exercising it or reselling it to the dealer who issued it.  Similarly, when a Portfolio writes a dealer option, it generally will be able to close out the option prior to its expiration only by entering into a closing purchase transaction with the dealer to which the Portfolio originally wrote the option.  Although the Portfolios will seek to enter into dealer options only with dealers who will agree to and that are expected to be capable of entering into closing transactions with the Portfolios, there can be no assurance that the Portfolios will be able to liquidate a dealer option at a favorable price at any time prior to expiration.  The inability to enter into a closing transaction may result in material losses to a Portfolio.  Until a Portfolio, as a covered OTC call option writer, is able to effect a closing purchase transaction, it will not be able to liquidate securities (or other assets) used to cover the written option until the option expires or is exercised.  This requirement may impair each Portfolio’s ability to sell portfolio

 

6



 

securities or, with respect to currency options, currencies at a time when such sale might be advantageous.

 

Currency Exchange Transactions.  The value in U.S. dollars of each Portfolio’s assets that are invested in foreign securities may be affected favorably or unfavorably by a variety of factors not applicable to investment in U.S. securities, and the Portfolio may incur costs in connection with conversion between various currencies.  Currency exchange transactions may be from any non-U.S. currency into U.S. dollars or into other appropriate currencies.  Each Portfolio will conduct its currency exchange transactions (i) on a spot ( i.e. , cash) basis at the rate prevailing in the currency exchange market, (ii) through entering into currency futures contracts or options on such contracts (as described below), (iii) through entering into forward contracts to purchase or sell currency or (iv) by purchasing exchange-traded currency options.  Each Portfolio may engage in currency transactions for both hedging purposes and to increase total return, which may involve speculation.

 

Forward Currency Contracts.  A forward currency contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract as agreed upon by the parties, at a price set at the time of the contract.  These contracts are entered into in the interbank market conducted directly between currency traders (usually large commercial banks and brokers) and their customers.  Forward currency contracts are similar to currency futures contracts, except that futures contracts are traded on commodities exchanges and are standardized as to contract size and delivery date.

 

Each Portfolio may also enter into forward currency contracts with respect to specific transactions.  For example, when a Portfolio anticipates the receipt in a foreign currency of interest payments on a security that it holds, the Portfolio may desire to “lock-in” the U.S. dollar price of the security or the U.S. dollar equivalent of such payment, as the case may be, by entering into a forward contract for the purchase or sale, for a fixed amount of U.S. dollars, of the amount of foreign currency involved in the underlying transaction.  A Portfolio will thereby be able to protect itself against a possible loss resulting from an adverse change in the relationship between the currency exchange rates during the period between the date on which the security is purchased or sold, or on which the payment is declared, and the date on which such payments are made or received.

 

At or before the maturity of a forward contract entered into to hedge against currency fluctuations with respect to a portfolio security, a Portfolio may either sell the portfolio security and make delivery of the currency, or retain the security and fully or partially offset its contractual obligation to deliver the currency by negotiating with its trading partner to enter into an offsetting transaction.  If a Portfolio retains the portfolio security and engages in an offsetting transaction, the Portfolio, at the time of execution of the offsetting transaction, will incur a gain or a loss to the extent that movement has occurred in forward contract prices.

 

Forward currency contracts are highly volatile, and a relatively small price movement in a forward currency contract may result in substantial losses to a Portfolio.  To the extent a Portfolio engages in forward currency contracts to generate current income, the Portfolio will be subject to these risks which the Portfolio might otherwise avoid ( e.g. , through use of hedging transactions.)

 

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Currency Options.  Each Portfolio may purchase exchange-traded put and call options on foreign currencies.  Put options convey the right to sell the underlying currency at a price which is anticipated to be higher than the spot price of the currency at the time the option is exercised.  Call options convey the right to buy the underlying currency at a price which is expected to be lower than the spot price of the currency at the time the option is exercised.

 

Currency Hedging.  Each Portfolio’s currency hedging will be limited to hedging involving either specific transactions or portfolio positions.  Transaction hedging is the purchase or sale of forward currency with respect to specific receivables or payables of a Portfolio generally accruing in connection with the purchase or sale of its portfolio securities.  Position hedging is the sale of forward currency with respect to portfolio security positions.  A Portfolio may not position hedge to an extent greater than the aggregate market value (at the time of entering into the hedge) of the hedged securities.

 

A decline in the U.S. dollar value of a foreign currency in which a Portfolio’s securities are denominated will reduce the U.S. dollar value of the securities, even if their value in the foreign currency remains constant.  The use of currency hedges does not eliminate fluctuations in the underlying prices of the securities, but it does establish a rate of exchange that can be achieved in the future.  For example, in order to protect against diminutions in the U.S. dollar value of non-dollar denominated securities it holds, a Portfolio may purchase foreign currency put options.  If the value of the foreign currency does decline, the Portfolio will have the right to sell the currency for a fixed amount in dollars and will thereby offset, in whole or in part, the adverse effect on the U.S. dollar value of its securities that otherwise would have resulted.  Conversely, if a rise in the U.S. dollar value of a currency in which securities to be acquired are denominated is projected, thereby potentially increasing the cost of the securities, the Portfolio may purchase call options on the particular currency.  The purchase of these options could offset, at least partially, the effects of the adverse movements in exchange rates.  The benefit to a Portfolio derived from purchases of currency options, like the benefit derived from other types of options, will be reduced by premiums and other transaction costs.  Because transactions in currency exchange are generally conducted on a principal basis, no fees or commissions are generally involved.  Instead, profit to the currency trader is included in the purchase price.  Currency hedging involves some of the same risks and considerations as other transactions with similar instruments.  Although currency hedges limit the risk of loss due to a decline in the value of a hedged currency, at the same time, they also limit any potential gain that might result should the value of the currency increase.  If a devaluation is generally anticipated, a Portfolio may not be able to contract to sell a currency at a price above the devaluation level it anticipates.

 

While the values of currency futures and options on futures, forward currency contracts and currency options may be expected to correlate with exchange rates, they will not reflect other factors that may affect the value of a Portfolio’s investments and a currency hedge may not be entirely successful in mitigating changes in the value of the Portfolio’s investments denominated in that currency.  A currency hedge, for example, should protect a Yen-denominated bond against a decline in the Yen, but will not protect the Portfolio against a price decline if the issuer’s creditworthiness deteriorates.

 

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Futures Activities

 

Each Portfolio may enter into foreign currency, interest rate and securities index futures contracts and purchase and write (sell) related options traded on exchanges designated by the Commodity Futures Trading Commission (the “CFTC”) or, consistent with CFTC regulations, on foreign exchanges.  These futures contracts are standardized contracts for the future delivery of foreign currency or an interest rate sensitive security or, in the case of stock index and certain other futures contracts, a cash settlement with reference to a specified multiplier times the change in the specified index, exchange rate or interest rate.  An option on a futures contract gives the purchaser the right, in return for the premium paid, to assume a position in a futures contract.  These transactions may be entered into for “bona fide hedging” purposes as defined in CFTC regulations and other permissible purposes, including hedging against changes in the value of portfolio securities due to anticipated changes in currency values, interest rates and/or market conditions and increasing return.  Aggregate initial margin and premiums (discussed below) required to establish positions other than those considered to be “bona fide hedging” will not exceed 5% of a Portfolio’s net asset value after taking into account unrealized profits and unrealized losses on any such contracts it has entered into.  Each Portfolio reserves the right to engage in transactions involving futures contracts and options on futures contracts in accordance with the Portfolio’s policies.  Each Portfolio is operated by a person who has claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act and, therefore, who is not subject to registration or regulation as a pool operator under the Commodity Exchange Act.

 

Futures Contracts.   A foreign currency futures contract provides for the future sale by one party and the purchase by the other party of a certain amount of a specified non-U.S. currency at a specified price, date, time and place.  An interest rate futures contract provides for the future sale by one party and the purchase by the other party of a certain amount of a specific interest rate sensitive financial instrument (debt security) at a specified price, date, time and place.  Securities indexes are capitalization weighted indexes which reflect the market value of the securities represented in the indexes.  A securities index futures contract is an agreement to be settled by delivery of an amount of cash equal to a specified multiplier times the difference between the value of the index at the close of the last trading day on the contract and the price at which the agreement is made.  The clearing house of the exchange on which a futures contract is entered into becomes the counterparty to each purchaser and seller of the futures contract.

 

No consideration is paid or received by a Portfolio upon entering into a futures contract.  Instead, the Portfolio is required to segregate with its custodian an amount of cash or securities acceptable to the broker equal to approximately 1% to 10% of the contract amount (this amount is subject to change by the exchange on which the contract is traded, and brokers may charge a higher amount).  This amount is known as “initial margin” and is in the nature of a performance bond or good faith deposit on the contract which is returned to the Portfolio upon termination of the futures contract, assuming all contractual obligations have been satisfied.  The broker will have access to amounts in the margin account if a Portfolio fails to meet its contractual obligations.  Subsequent payments, known as “variation margin,” to and from the broker, will be made daily as the currency, financial instrument or securities index underlying the futures contract fluctuates, making the long and short positions in the futures contract more or

 

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less valuable, a process known as “marking-to-market.”  A Portfolio will also incur brokerage costs in connection with entering into futures contracts.

 

At any time prior to the expiration of a futures contract, a Portfolio may elect to close the position by taking an opposite position, which will operate to terminate the Portfolio’s existing position in the contract.  Positions in futures contracts and options on futures contracts (described below) may be closed out only on the exchange on which they were entered into (or through a linked exchange).  No secondary market for such contracts exists.  Although each Portfolio may enter into futures contracts only if there is an active market for such contracts, there is no assurance that an active market will exist at any particular time.  Most futures exchanges limit the amount of fluctuation permitted in futures contract prices during a single trading day.  Once the daily limit has been reached in a particular contract, no trades may be made that day at a price beyond that limit or trading may be suspended for specified periods during the day.  It is possible that futures contract prices could move to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of futures positions at an advantageous price and subjecting the Portfolio to substantial losses.  In such event, and in the event of adverse price movements, the Portfolio would be required to make daily cash payments of variation margin.  In such situations, if the Portfolio had insufficient cash, it might have to sell securities to meet daily variation margin requirements at a time when it would be disadvantageous to do so.  In addition, if the transaction is entered into for hedging purposes, in such circumstances the Portfolio may realize a loss on a futures contract or option that is not offset by an increase in the value of the hedged position.  Losses incurred in futures transactions and the costs of these transactions will affect the Portfolio’s performance.

 

Options on Futures Contracts.   Each Portfolio may purchase and write put and call options on foreign currency, interest rate and stock index futures contracts and may enter into closing transactions with respect to such options to terminate existing positions.  There is no guarantee that such closing transactions can be effected; the ability to establish and close out positions on such options will be subject to the existence of a liquid market.

 

An option on a currency, interest rate or securities index futures contract, as contrasted with the direct investment in such a contract, gives the purchaser the right, in return for the premium paid, to assume a position in a futures contract at a specified exercise price at any time prior to the expiration date of the option.  The writer of the option is required upon exercise to assume an offsetting futures position (a short position if the option is a call and a long position if the option is a put).  Upon exercise of an option, the delivery of the futures position by the writer of the option to the holder of the option will be accompanied by delivery of the accumulated balance in the writer’s futures margin account, which represents the amount by which the market price of the futures contract exceeds, in the case of a call, or is less than, in the case of a put, the exercise price of the option on the futures contract.  The potential loss related to the purchase of an option on a futures contract is limited to the premium paid for the option (plus transaction costs).  Because the value of the option is fixed at the point of sale, there are no daily cash payments by the purchaser to reflect changes in the value of the underlying contract; however, the value of the option does change daily and that change would be reflected in the net asset value of each Portfolio.

 

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Swaps .  Each Portfolio may enter into swaps relating to interest rates, indexes, currencies and equity interests of issuers.  A swap transaction is an agreement between a Portfolio and a counterparty to act in accordance with the terms of the swap contract.  Interest rate swaps involve the exchange by the Portfolio with another party of their respective commitments to pay or receive interest, such as an exchange of fixed rate payments for floating rate payments.  Index swaps involve the exchange by the Portfolio with another party of the respective amounts payable with respect to a notional principal amount related to one or more indexes.  Currency swaps involve the exchange of cash flows on a notional amount of two or more currencies based on their relative future values.  An equity swap is an agreement to exchange streams of payments computed by reference to a notional amount based on the performance of a stock index, a basket of stocks or a single stock.  A Portfolio may enter into these transactions for hedging purposes, such as to preserve a return or spread on a particular investment or portion of its assets, to protect against currency fluctuations, as a duration management technique or to protect against any increase in the price of securities the Portfolio anticipates purchasing at a later date.  The Portfolios may also use these transactions for speculative purposes to increase total return, such as to obtain the price performance of a security without actually purchasing the security in circumstances under which, for example, the subject security is illiquid, unavailable for direct investment or available only on less attractive terms.  Swaps have risks associated with them, including possible default by the counterparty to the transaction, illiquidity and, where swaps are used as hedges, the risk that the use of a swap could result in losses greater than if the swap had not been employed.

 

A Portfolio will usually enter into swaps on a net basis, i.e. , the two payment streams are netted out in a cash settlement on the payment date or dates specified in the agreement, with the Portfolio receiving or paying, as the case may be, only the net amount of the two payments.  Swaps do not involve the delivery of securities, other underlying assets or principal.  Accordingly, the risk of loss with respect to swaps is limited to the net amount of payments that the Portfolio is contractually obligated to make.  If the counterparty to a swap defaults, the Portfolio’s risk of loss consists of the net amount of payments that the Portfolio is contractually entitled to receive.  Where swaps are entered into for good faith hedging purposes, Credit Suisse believes such obligations do not constitute senior securities under the Investment Company Act of 1940, as amended (the “1940 Act”), and, accordingly, will not treat them as being subject to a Portfolio’s borrowing restrictions.  Where swaps are entered into for other than hedging purposes, a Portfolio will segregate an amount of cash or liquid securities having a value equal to the accrued excess of its obligations over its entitlements with respect to each swap on a daily basis.

 

Asset Coverage for Forward Contracts, Options, Futures and Options on Futures and Swaps .  Each Portfolio will comply with guidelines established by the U.S. Securities and Exchange Commission (the “SEC”) with respect to coverage of forward currency contracts; options written by the Portfolios on currencies, securities and securities indexes and swaps; and currency, interest rate and index futures contracts and options on these futures contracts.  These guidelines may, in certain instances, require segregation by the Portfolio of cash or liquid securities with its custodian or a designated sub-custodian to the extent the Portfolio’s obligations with respect to these strategies are not otherwise “covered” through ownership of the underlying security, financial instrument or currency or by other portfolio positions or by other means consistent with applicable regulatory policies.  Segregated assets cannot be sold or

 

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transferred unless equivalent assets are substituted in their place or it is no longer necessary to segregate them.  As a result, there is a possibility that segregation of a large percentage of a Portfolio’s assets could impede portfolio management or the Portfolio’s ability to meet redemption requests or other current obligations.

 

For example, a call option written by a Portfolio on securities may require the Portfolio to hold the securities subject to the call (or securities convertible into the securities subject to the call without additional consideration) or to segregate assets (as described above) sufficient to purchase and deliver the securities if the call is exercised.  A call option written by a Portfolio on an index may require the Portfolio to own portfolio securities that correlate with the index or to segregate assets (as described above) equal to the excess of the index value over the exercise price on a current basis.  A put option written by a Portfolio may require the Portfolio to segregate assets (as described above) equal to the exercise price.  The Portfolio could purchase a put option if the strike price of that option is the same or higher than the strike price of a put option sold by the Portfolio.  If a Portfolio holds a futures or forward contract, the Portfolio could purchase a put option on the same futures or forward contract with a strike price as high or higher than the price of the contract held.  The Portfolio may enter into fully or partially offsetting transactions so that its net position, coupled with any segregated assets (equal to any remaining obligation), equals its net obligation.  Asset coverage may be achieved by other means when consistent with applicable regulatory policies.

 

Foreign Investments .  The International Portfolios will invest in foreign securities.  As a result, investors should recognize that investing in foreign companies involves certain risks, including those discussed below, which are in addition to those associated with investing in U.S. issuers.  Individual foreign economies may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross national product, rate of inflation, capital reinvestment, resource self-sufficiency and balance of payments position.  In addition, foreign investments by the Portfolios are subject to the risk that natural disasters (such as an earthquake) will weaken a country’s economy and cause investments in that country to lose money.  Natural disaster risks are, of course, not limited to foreign investments and may apply to a Portfolio’s domestic investments as well.   A Portfolio may invest in securities of foreign governments (or agencies or instrumentalities thereof), and many, if not all, of the foregoing considerations apply to such investments as well.

 

Foreign Currency Exchange .  Since each Portfolio may invest in securities denominated in currencies other than the U.S. dollar, and since a Portfolio may temporarily hold funds in bank deposits or other money market investments denominated in foreign currencies, each Portfolio’s investments in foreign companies may be affected favorably or unfavorably by exchange control regulations or changes in the exchange rate between such currencies and the dollar.  A change in the value of a foreign currency relative to the U.S. dollar will result in a corresponding change in the dollar value of a Portfolio’s assets denominated in that foreign currency.  Changes in foreign currency exchange rates may also affect the value of dividends and interest earned, gains and losses realized on the sale of securities and net investment income and gains, if any, to be distributed by a Portfolio with respect to its foreign investments.  Unless otherwise contracted, the rate of exchange between the U.S. dollar and other currencies is determined by the forces of supply and demand in the foreign exchange markets.  Changes in the exchange rate may result over time from the interaction of many factors directly or indirectly

 

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affecting economic and political conditions in the United States and a particular foreign country, including economic and political developments in other countries.  Governmental intervention may also play a significant role.  National governments rarely voluntarily allow their currencies to float freely in response to economic forces.  Sovereign governments use a variety of techniques, such as intervention by a country’s central bank or imposition of regulatory controls or taxes, to affect the exchange rates of their currencies.  A Portfolio may use hedging techniques with the objective of protecting against loss through the fluctuation of the valuation of foreign currencies against the U.S. dollar, particularly the forward market in foreign exchange, currency options and currency futures.  See “Currency Exchange Transactions” and “Futures Activities” above.

 

Information .  The majority of the foreign securities held by a Portfolio will not be registered with, nor the issuers thereof be subject to reporting requirements of, the SEC.  Accordingly, there may be less publicly available information about these securities and about the foreign company or government issuing them than is available about a domestic company or government entity.  Foreign companies are generally subject to financial reporting standards, practices and requirements that are either not uniform or less rigorous than those applicable to U.S. companies.

 

Political Instability .  With respect to some foreign countries, there is the possibility of expropriation or confiscatory taxation, limitations on the removal of funds or other assets of the Portfolio, political or social instability, or domestic developments which could affect U.S. investments in those and neighboring countries.

 

Foreign Markets .  Securities of some foreign companies are less liquid and their prices are more volatile than securities of comparable U.S. companies.  Certain foreign countries are known to experience long delays between the trade and settlement dates of securities purchased or sold, which may result in increased exposure to market and foreign exchange fluctuation and increased illiquidity.

 

Increased Expenses.   The operating expenses of the International Portfolios can be expected to be higher than those of an investment company investing exclusively in U.S. securities, since the expenses of the Portfolio associated with foreign investing, such as custodial costs, valuation costs and communication costs, as well as the rate of the investment advisory fees, though similar to such expenses of some other international funds, are higher than those costs incurred by other investment companies.  In addition, foreign securities may be subject to foreign government taxes that would reduce the net yield on such securities.

 

Privatizations .  Each Portfolio may invest in privatizations ( i.e., foreign government programs of selling interests in government-owned or controlled enterprises).  The ability of U.S. entities, such as the Portfolios, to participate in privatizations may be limited by local law, or the terms for participation may be less advantageous than for local investors.  There can be no assurance that privatization programs will be available or successful.  The International Portfolios may invest to a significant extent in privatizations.

 

Foreign Debt Securities   (Not applicable to the U.S. Portfolios)  The returns on foreign debt securities reflect interest rates and other market conditions prevailing in those

 

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countries and the effect of gains and losses in the denominated currencies against the U.S. dollar, which have had a substantial impact on investment in foreign fixed income securities.  The relative performance of various countries’ fixed income markets historically has reflected wide variations relating to the unique characteristics of each country’s economy.  Year-to-year fluctuations in certain markets have been significant, and negative returns have been experienced in various markets from time to time.

 

The foreign government securities in which a Portfolio may invest generally consist of obligations issued or backed by national, state or provincial governments or similar political subdivisions or central banks in foreign countries.  Foreign government securities also include debt obligations of supranational entities, which include international organizations designated or backed by governmental entities to promote economic reconstruction or development, international banking institutions and related government agencies.  Examples include the International Bank for Reconstruction and Development (the “World Bank”), the Asian Development Bank and the Inter-American Development Bank.

 

Foreign government securities also include debt securities of “quasi-governmental agencies” and debt securities denominated in multinational currency units of an issuer (including supranational issuers).  Debt securities of quasi-governmental agencies are issued by entities owned by either a national, state or equivalent government or are obligations of a political unit that is not backed by the national government’s full faith and credit and general taxing powers.

 

Sovereign Debt   (Not applicable to the U.S. Portfolios)  Investments in sovereign debt involve special risks.  The issuer of the debt or the governmental authorities that control the repayment of the debt may be unable or unwilling to repay principal or interest when due in accordance with the terms of such debt, and a Portfolio may have limited legal recourse in the event of a default.  Sovereign debt differs from debt obligations issued by private entities in that, generally, remedies for defaults must be pursued in the courts of the defaulting party.  Legal recourse is therefore somewhat limited.  Political conditions, especially a sovereign entity’s willingness to meet the terms of its debt obligations, are of considerable significance.  Also, there can be no assurance that the holders of commercial bank loans to the same sovereign entity may not contest payments to the holders of sovereign debt in the event of default under commercial bank loan agreements.

 

Investors should also be aware that certain sovereign debt instruments in which a Portfolio may invest involve great risk.  Sovereign debt of issuers in many emerging markets generally is deemed to be the equivalent in terms of quality to securities rated below investment grade by Moody’s Investors Service (“Moody’s”) and Standard & Poor’s, a Division of The McGraw-Hill Companies, Inc. (“S&P”).  Such securities are regarded as predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal in accordance with the terms of the obligations and involve major risk exposure to adverse conditions.  Some of such sovereign debt, which may not be paying interest currently or may be in payment default, may be comparable to securities rated “D” by S&P or “C” by Moody’s.  A Portfolio may have difficulty disposing of certain sovereign debt obligations because there may be a limited trading market for such securities.  Because there is no liquid secondary market for many of these securities, the Portfolios anticipate that such securities could be sold only to a limited number of dealers or institutional investors.  The lack of a liquid secondary market may have an adverse

 

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impact on the market price of such securities and a Portfolio’s ability to dispose of particular issues when necessary to meet a Portfolio’s liquidity needs or in response to a specific economic event, such as a deterioration in the creditworthiness of the issuer.  The lack of a liquid secondary market for certain securities also may make it more difficult for a Portfolio to obtain accurate market quotations for purposes of valuing a Portfolio’s portfolio and calculating its net asset value.

 

Brady Bonds   (Not applicable to the U.S. Portfolios)  The International Portfolios may invest in so-called “Brady Bonds,” which are securities created through the exchange of existing commercial bank loans to public and private entities for new bonds in connection with debt restructurings under a debt restructuring plan announced by former U.S. Secretary of the Treasury Nicholas F. Brady.  Brady Bonds may be collateralized or uncollateralized, are issued in various currencies (primarily the U.S. dollar) and are currently actively traded in the OTC secondary market for debt instruments.  Brady Bonds have been issued only recently and therefore do not have a long payment history.  In light of the history of commercial bank loan defaults by Latin American public and private entities, investments in Brady Bonds may be viewed as speculative.

 

Dollar-denominated, collateralized Brady Bonds, which may be fixed rate par bonds or floating rate discount bonds, are collateralized in full as to principal by U.S. Treasury zero coupon bonds having the same maturity as the bonds.  Interest payment on these Brady Bonds generally are collateralized by cash or securities in the amount that, in the case of fixed rate bonds, is equal to at least one year of rolling interest payments or, in the case of floating rate bonds, initially is equal to at least one year’s rolling interest payments based on the applicable interest rate at that time and is adjusted at regular intervals thereafter.

 

Brady Bonds are often viewed as having three or four valuation components:  the collateralized repayment of principal at final maturity; the collateralized interest payments; the uncollateralized interest payments; and any uncollateralized repayment of principal at maturity (these uncollateralized amounts constituting the “residual risk”).

 

Depository Receipts .  The assets of each Portfolio may be invested in the securities of foreign issuers in the form of American Depository Receipts (“ADRs”), European Depository Receipts (“EDRs”) and International Depository Receipts (“IDRs”).  These securities may not necessarily be denominated in the same currency as the securities into which they may be converted.  ADRs are receipts typically issued by a U.S. bank or trust company which evidence ownership of underlying securities issued by a foreign corporation.  EDRs, which are sometimes referred to as Continental Depository Receipts (“CDRs”), are receipts issued in Europe, and IDRs, which are sometimes referred to as Global Depository Receipts (“GDRs”), are issued outside the United States.  EDRs (CDRs) and IDRs (GDRs) are typically issued by non-U.S. banks and trust companies and evidence ownership of either foreign or domestic securities.  Generally, ADRs in registered form are designed for use in U.S. securities markets and EDRs (CDRs) and IDRs (GDRs) in bearer form are designed for use in European and non-U.S. securities markets, respectively.  For purposes of the Portfolio’s investment policies, depository receipts generally are deemed to have the same classification as the underlying securities they represent. Thus, a depository receipt representing ownership of common stock will be treated as common stock.

 

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ADRs are publicly traded on exchanges or OTC in the United States and are issued through “sponsored” or “unsponsored” arrangements. In a sponsored ADR arrangement, the foreign issuer assumes the obligation to pay some or all of the depository’s transaction fees, whereas under an unsponsored arrangement, the foreign issuer assumes no obligations and the depository’s transaction fees are paid directly by the ADR holders. In addition, less information is available in the United States about an unsponsored ADR than about a sponsored ADR.

 

Emerging Markets .  The International Portfolios may invest in securities of issuers located in less developed countries considered to be “emerging markets.”  The International Portfolios may invest in securities of issuers located in emerging markets to a significant extent.  Investing in securities of issuers located in emerging markets involves not only the risks described above with respect to investing in foreign securities, but also other risks, including exposure to economic structures that are generally less diverse and mature than, and to political systems that can be expected to have less stability than, those of developed countries.  Other characteristics of emerging markets that may affect investment there include certain national policies that may restrict investment by foreigners in issuers or industries deemed sensitive to relevant national interests and the absence of developed legal structures governing private and foreign investments and private property.  The typically small size of the markets for securities of issuers located in emerging markets and the possibility of a low or nonexistent volume of trading in those securities may also result in a lack of liquidity and in price volatility of those securities.

 

U.S. Government Securities .  The obligations issued or guaranteed by the U.S. government in which a Portfolio may invest include direct obligations of the U.S. Treasury and obligations issued by U.S. government agencies and instrumentalities.  Included among direct obligations of the United States are Treasury Bills, Treasury Notes and Treasury Bonds, which differ in terms of their interest rates, maturities and dates of issuance.  Treasury Bills have maturities of less than one year, Treasury Notes have maturities of one to 10 years and Treasury Bonds generally have maturities of greater than 10 years at the date of issuance.  Included among the obligations issued by agencies and instrumentalities of the United States are instruments that are supported by the full faith and credit of the United States (such as certificates issued by the Government National Mortgage Association (“GNMA”)); instruments that are supported by the right of the issuer to borrow from the U.S. Treasury (such as securities of Federal Home Loan Banks); and instruments that are supported by the credit of the instrumentality (such as Federal National Mortgage Association (“FNMA”) and Federal Home Loan Mortgage Corporation (“FHLMC”) bonds).

 

On September 7, 2008, due to the value of FNMA’s and FHLMC’s securities falling sharply and concerns that the firms did not have sufficient capital to offset losses resulting from the mortgage crisis, the Federal Housing Finance Agency placed FNMA and FHLMC into conservatorship.  The U.S. Government also took steps to provide additional financial support to FNMA and FHLMC. Although the U.S. Government or it agencies currently provide financial support to such entities, no assurance can be given that they will always do so.

 

Other U.S. government securities in which the Portfolios may invest include securities issued or guaranteed by the Federal Housing Administration, Farmers Home Loan Administration, Export-Import Bank of the United States, Small Business Administration,

 

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General Services Administration, Central Bank for Cooperatives, Federal Farm Credit Banks, Federal Home Loan Banks, Federal Intermediate Credit Banks, Federal Land Banks, Maritime Administration, Tennessee Valley Authority, District of Columbia Armory Board and Student Loan Marketing Association.  Each Portfolio may invest in instruments that are supported by the right of the issuer to borrow from the U.S. Treasury and instruments that are supported by the credit of the instrumentality.  Because the U.S. government is not obligated by law to provide support to an instrumentality it sponsors, a Portfolio will invest in obligations issued by such an instrumentality only if Credit Suisse determines that the credit risk with respect to the instrumentality does not make its securities unsuitable for investment by the Portfolio.

 

Money Market Obligations .  Each Portfolio is authorized to invest, under normal market conditions, up to 20% of its assets in domestic and foreign short-term (one year or less remaining to maturity) money market obligations and, in the case of the International Portfolios, medium-term (five years or less remaining to maturity) money market obligations.  Money market instruments consist of obligations issued or guaranteed by the U.S. government or a foreign government, their agencies or instrumentalities; bank obligations (including certificates of deposit, time deposits and bankers’ acceptances of domestic or foreign, domestic savings and loans and similar institutions) that are high quality investments; commercial paper rated no lower than A-2 by S&P or Prime-2 by Moody’s or the equivalent from another major rating service or, if unrated, of an issuer having an outstanding, unsecured debt issue then rated within the three highest rating categories; and repurchase agreements with respect to the foregoing.

 

Repurchase Agreements .  Each Portfolio may invest in repurchase agreement transactions with member banks of the Federal Reserve System and certain non-bank dealers.  Repurchase agreements are contracts under which the buyer of a security simultaneously commits to resell the security to the seller at an agreed-upon price and date.  Under the terms of a typical repurchase agreement, a Portfolio would acquire any underlying security for a relatively short period (usually not more than one week) subject to an obligation of the seller to repurchase, and the Portfolio to resell, the obligation at an agreed-upon price and time, thereby determining the yield during the Portfolio’s holding period.  This arrangement results in a fixed rate of return that is not subject to market fluctuations during the Portfolio’s holding period.  The value of the underlying securities will at all times be at least equal to the total amount of the purchase obligation, including interest.  The Portfolio bears a risk of loss in the event that the other party to a repurchase agreement defaults on its obligations or becomes bankrupt and the Portfolio is delayed or prevented from exercising its right to dispose of the collateral securities, including the risk of a possible decline in the value of the underlying securities during the period while the Portfolio seeks to assert this right.  Credit Suisse monitors the creditworthiness of those bank and non-bank dealers with which the Portfolio enters into repurchase agreements to evaluate this risk.  A repurchase agreement is considered to be a loan under the 1940 Act.

 

Money Market Mutual Funds .  A Portfolio may invest up to 5% of its assets in securities of money market mutual funds, including those that are affiliated with the Portfolio or Credit Suisse, when Credit Suisse believes that it would be beneficial to the Portfolio and appropriate considering the factors of return and liquidity.  A money market mutual fund is an investment company that invests in short-term high quality money market instruments.  A money market mutual fund generally does not purchase securities with a remaining maturity of more than one year.  As a shareholder in any mutual fund, a Portfolio will bear its ratable share of the

 

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mutual fund’s expenses, including management fees, and will remain subject to payment of the Portfolio’s management fees and other expenses with respect to assets so invested.

 

Debt Securities   (Not applicable to the U.S. Portfolios)  The International Portfolios may invest up to 20% of their respective net assets in debt securities (other than money market obligations).  Any percentage limitation on a Portfolio’s ability to invest in debt securities will not be applicable during periods when the Portfolio pursues a temporary defensive strategy as discussed below.

 

Moody’s and S&P are private services that provide ratings of the credit quality of debt securities and certain other securities.  A description of the ratings assigned to corporate bonds by Moody’s and S&P is included in Appendix B to this Statement of Additional Information .

 

Credit ratings attempt to evaluate the safety of principal and interest payments, but they do not evaluate the volatility of a debt security’s value or its liquidity and do not guarantee the performance of the issuer. Rating agencies may fail to make timely changes in credit ratings in response to subsequent events, so that an issuer’s current financial condition may be better or worse than the rating indicates. There is a risk that rating agencies may downgrade a debt security’s rating.  Subsequent to a security’s purchase by a Portfolio, it may cease to be rated or it may be downgraded.  Neither event will require the sale of such securities, although Credit Suisse will consider such event in its determination of whether a Portfolio should continue to hold the security.  Credit Suisse may use these ratings in determining whether to purchase, sell or hold a security. It should be emphasized, however, that ratings are general and are not absolute standards of quality.  Consequently, bonds with the same maturity, interest rate and rating may have different market prices.

 

A security will be deemed to be investment grade if it is rated within the four highest grades by Moody’s or S&P or, if unrated, is determined to be of comparable quality by Credit Suisse.  Moody’s considers debt securities rated Baa (its lowest investment grade rating) to have speculative characteristics.  This means that changes in economic conditions or other circumstances are more likely to lead to a weakened capacity to make principal and interest payments than is the case with higher grade bonds.  Investors should be aware that ratings are relative and not absolute standards of quality.

 

Below Investment Grade Securities .  Within the 20% of net assets limitation on investment in debt securities, the International Portfolios each may invest up to 5% of its net assets in below investment grade debt securities.

 

Below investment grade debt securities may be rated as low as C by Moody’s or D by S&P, or be deemed by Credit Suisse to be of equivalent quality.  Securities that are rated C by Moody’s are the lowest rated class and can be regarded as having extremely poor prospects of ever attaining any real investment standing.  A security rated D by S&P is in default or is expected to default upon maturity or payment date.  Below investment grade securities (commonly referred to as “junk bonds”) (i) will likely have some quality and protective characteristics that, in the judgment of the rating organizations, are outweighed by large uncertainties or major risk exposures to adverse conditions and (ii) are predominantly speculative

 

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with respect to the issuer’s capacity to pay interest and repay principal in accordance with the terms of the obligation.  The market values of certain of these securities also tend to be more sensitive to individual corporate developments and changes in economic conditions than investment grade securities.  In addition, these securities generally present a higher degree of credit risk.  The risk of loss due to default is significantly greater because these securities generally are unsecured and frequently are subordinated to the prior payment of senior indebtedness.  Issuers of below investment grade securities are often highly leveraged and may not have more traditional methods of financing available to them so that their ability to service their obligations during an economic downturn or during sustained periods of rising interest rates may be impaired.

 

An economic recession could severely disrupt the market for medium- and lower-rated securities and may adversely affect the value of such securities and the ability of the issuers of such securities to repay principal and pay interest thereon.  To the extent a secondary trading market for these securities does exist, it generally is not as liquid as the secondary market for investment grade securities.  The lack of a liquid secondary market, as well as adverse publicity and investor perception with respect to these securities, may have an adverse impact on market price and a Portfolio’s ability to dispose of particular issues when necessary to meet the Portfolio’s liquidity needs or in response to a specific economic event such as a deterioration in the creditworthiness of the issuer.  The lack of a liquid secondary market for certain securities also may make it more difficult for a Portfolio to obtain accurate market quotations for purposes of valuing the Portfolio and calculating its net asset value.

 

The market value of below investment grade securities is also more volatile than that of investment grade securities.  Factors adversely impacting the market value of these securities will adversely impact the Portfolio’s net asset value.  A Portfolio will rely on the judgment, analysis and experience of Credit Suisse in evaluating the creditworthiness of an issuer.  In this evaluation, in addition to relying on ratings assigned by S&P and Moody’s, Credit Suisse will take into consideration, among other things, the issuer’s financial resources, its sensitivity to economic conditions and trends, its operating history, the quality of the issuer’s management and regulatory matters.  Interest rate trends and specific developments which may affect individual issuers will also be analyzed.  Subsequent to its purchase by a Portfolio, an issue of securities may cease to be rated or its rating may be reduced.  Neither event will require sale of such securities, although Credit Suisse will consider such event in its determination of whether a Portfolio should continue to hold the securities.  A Portfolio may incur additional expenses to the extent it is required to seek recovery upon a default in the payment of principal or interest on its portfolio holdings of such securities.  At times, adverse publicity regarding lower-rated securities has depressed the prices for such securities to some extent.

 

Convertible Securities .  Convertible securities in which a Portfolio may invest, including both convertible debt and convertible preferred stock, may be converted at either a stated price or stated rate into underlying shares of common stock.  Because of this feature, convertible securities enable an investor to benefit from increases in the market price of the underlying common stock.  Convertible securities provide higher yields than the underlying equity securities, but generally offer lower yields than non-convertible securities of similar quality.  Like bonds, the value of convertible securities fluctuates in relation to changes in interest rates and also fluctuates in relation to the underlying common stock.  Subsequent to

 

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purchase by a Portfolio, convertible securities may cease to be rated or a rating may be reduced.  Neither event will require sale of such securities, although Credit Suisse will consider such event in its determination of whether the Portfolio should continue to hold the securities.

 

Structured Securities .  (Not applicable to the U.S. Portfolios)  The International Portfolios may purchase any type of publicly traded or privately negotiated fixed income security, including mortgage-backed securities; structured notes, bonds or debentures; and assignments of and participations in loans.

 

Mortgage-Backed Securities .  Each Portfolio may invest in mortgage-backed securities issued or guaranteed by the U.S. government, its agencies or instrumentalities or government-sponsored enterprises (including those issued by GNMA, FNMA, and FHLMC) and non-government issued mortgage-backed securities.  Mortgage-backed securities represent direct or indirect participations in, or are secured by and payable from, mortgage loans secured by real property.  These securities generally are “pass-through” instruments, through which the holders receive a share of all interest and principal payments from the mortgages underlying the securities, net of fees.  The mortgages backing these securities include, among other mortgage instruments, conventional 30-year fixed-rate mortgages, 15-year fixed rate mortgages, graduated payment mortgages and adjustable rate mortgages.  Although there may be government or private guarantees on the payment of interest and principal of these securities, the guarantees do not extend to the securities’ yield or value, which are likely to vary inversely with fluctuations in interest rates, nor do the guarantees extend to the yield or value of the Portfolio’s shares.  Some mortgage-backed securities, such as collateralized mortgage obligations (“CMOs”), make payments of both principal and interest at a variety of intervals; others make semiannual interest payments at a predetermined rate and repay principal at maturity (like a typical bond).

 

Yields on pass-through securities are typically quoted by investment dealers and vendors based on the maturity of the underlying instruments and the associated average life assumption.  The average life of pass-through pools varies with the maturities of the underlying mortgage loans.  A pool’s term may be shortened by unscheduled or early payments of principal on the underlying mortgages.  The occurrence of mortgage prepayments is affected by various factors, including the level of interest rates, general economic conditions, the location, scheduled maturity and age of the mortgage and other social and demographic conditions.  Because prepayment rates of individual pools vary widely, it is not possible to predict accurately the average life of a particular pool.  In the past, a common industry practice was to assume that prepayments on pools of fixed rate 30-year mortgages would result in a 12-year average life for the pool.  At present, mortgage pools, particularly those with loans with other maturities or different characteristics, are priced on an assumption of average life determined for each pool.  In periods of falling interest rates, the rate of prepayment tends to increase, thereby shortening the actual average life of a pool of mortgage-related securities.  Conversely, in periods of rising rates the rate of prepayment tends to decrease, thereby lengthening the actual average life of the pool.  However, these effects may not be present, or may differ in degree, if the mortgage loans in the pools have adjustable interest rates or other special payment terms, such as a prepayment charge.  Actual prepayment experience may cause the yield of mortgage-backed securities to differ from the assumed average life yield.  Reinvestment of prepayments may occur at higher or lower interest rates than the original investment, thus affecting the Portfolio’s yield.  In addition,

 

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mortgage-backed securities issued by certain non-government entities and CMOs may be less marketable than other securities.

 

The rate of interest on mortgage-backed securities is lower than the interest rates paid on the mortgages included in the underlying pool due to the annual fees paid to the service of the mortgage pool for passing through monthly payments to certificate holders and to any guarantor, such as GNMA, and due to any yield retained by the issuer.  Actual yield to the holder may vary from the coupon rate, even if adjustable, if the mortgage-backed securities are purchased or traded in the secondary market at a premium or discount.  In addition, there is normally some delay between the time the issuer receives mortgage payments from the servicer and the time the issuer makes the payments on the mortgage-backed securities, and this delay reduces the effective yield to the holder of such securities.

 

Asset-Backed Securities .  Asset-backed securities issued or guaranteed by the U.S. government, its agencies or instrumentalities include those issued by the Student Loan Marketing Association.  Asset-backed securities represent participations in, or are secured by and payable from, assets such as motor vehicle installment sales, installment loan contracts, leases of various types of real and personal property and receivables from revolving credit (credit card) agreements.  Such assets are securitized through the use of trusts and special purpose corporations.  Payments or distributions of principal and interest may be guaranteed up to certain amounts and for a certain time period by a letter of credit or a pool insurance policy issued by a financial institution unaffiliated with the trust or corporation.  In certain circumstances, asset-backed securities may be considered illiquid securities subject to the percentage limitations described herein.  Asset-backed securities are considered an industry for industry concentration purposes, and a Portfolio will therefore not purchase any asset-backed securities which would cause 25% or more of a Portfolio’s net assets at the time of purchase to be invested in asset-backed securities.

 

Asset-backed securities present certain risks that are not presented by other securities in which the Portfolio may invest.  Automobile receivables generally are secured by automobiles.  Most issuers of automobile receivables permit the loan servicers to retain possession of the underlying obligations.  If the servicer were to sell these obligations to another party, there is a risk that the purchaser would acquire an interest superior to that of the holders of the asset-backed securities.  In addition, because of the large number of vehicles involved in a typical issuance and technical requirements under state laws, the trustee for the holders of the automobile receivables may not have a proper security interest in the underlying automobiles.  Therefore, there is the possibility that recoveries on repossessed collateral may not, in some cases, be available to support payments on these securities.  Credit card receivables are generally unsecured, and the debtors are entitled to the protection of a number of state and federal consumer credit laws, many of which give such debtors the right to set off certain amounts owed on the credit cards, thereby reducing the balance due.  In addition, there is no assurance that the security interest in the collateral can be realized.  A Portfolio may purchase asset-backed securities that are unrated.

 

Loan Participations and Assignments .  Each Portfolio may invest in fixed and floating rate loans (“Loans”) arranged through private negotiations between a borrowing corporation, government or other entity (a “Borrower”) and one or more financial institutions

 

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(“Lenders”).  The majority of a Portfolio’s investments in Loans are expected to be in the form of participations in Loans (“Participations”) and assignments of portions of Loans from third parties (“Assignments”).  Participations typically will result in the Portfolio’s having a contractual relationship only with the Lender, not with the Borrower.  The Portfolio will have the right to receive payments of principal, interest and any fees to which it is entitled only from the Lender selling the Participation and only upon receipt by the Lender of the payments from the Borrower.  In connection with purchasing Participations, the Portfolios generally will have no right to enforce compliance by the Borrower with the terms of the loan agreement relating to the Loan, nor any rights of set-off against the Borrower, and the Portfolio may not directly benefit from any collateral supporting the Loan in which it has purchased the Participation.  As a result, the Portfolio will assume the credit risk of both the Borrower and the Lender that is selling the Participation.  In the event of the insolvency of the Lender selling a Participation, the Portfolio may be treated as a general creditor of the Lender and may not benefit from any set-off between the Lender and the Borrower.  The Portfolios will acquire Participations only if the Lender interpositioned between the Portfolio and the Borrower is determined by Credit Suisse to be creditworthy.

 

When a Portfolio purchases Assignments from Lenders, the Portfolio will acquire direct rights against the Borrower on the Loan.  However, since Assignments are generally arranged through private negotiations between potential assignees and potential assignors, the rights and obligations acquired by the Portfolio as the purchaser of an Assignment may differ from, and be more limited than, those held by the assigning Lender.

 

There are risks involved in investing in Participations and Assignments.  The Portfolio may have difficulty disposing of them because there is no liquid market for such securities.  The lack of a liquid secondary market will have an adverse impact on the value of such securities and on the Portfolio’s ability to dispose of particular Participations or Assignments when necessary to meet the Portfolio’s liquidity needs or in response to a specific economic event, such as a deterioration in the creditworthiness of the Borrower.  The lack of a liquid market for Participations and Assignments also may make it more difficult for the Portfolio to assign a value to these securities for purposes of valuing its portfolio and calculating its net asset value.

 

Structured Notes, Bonds or Debentures .  Typically, the value of the principal and/or interest on these instruments is determined by reference to changes in the value of specific currencies, interest rates, commodities, indexes or other financial indicators (the “Reference”) or the relevant change in two or more References.  The interest rate or the principal amount payable upon maturity or redemption may be increased or decreased depending upon changes in the applicable Reference.  The terms of the structured securities may provide that in certain circumstances no principal is due at maturity and, therefore, may result in the loss of a Portfolio’s entire investment.  The value of structured securities may move in the same or the opposite direction as the value of the Reference, so that appreciation of the Reference may produce an increase or decrease in the interest rate or value of the security at maturity.  In addition, the change in interest rate or the value of the security at maturity may be a multiple of the change in the value of the Reference so that the security may be more or less volatile than the Reference, depending on the multiple.  Consequently, structured securities may entail a greater degree of market risk and volatility than other types of debt obligations.

 

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Stand-By Commitments.  ( International Equity Flex III Portfolio only ) .   The International Equity Flex III Portfolio may acquire “stand-by commitments” with respect to securities held in its portfolio.  Under a stand-by commitment, a dealer agrees to purchase at the Portfolio’s option specified securities at a specified price.  The Portfolio’s right to exercise stand-by commitments is unconditional and unqualified.  Stand-by commitments acquired by the Portfolio may also be referred to as “put” options.  A stand-by commitment is not transferable by the Portfolio, although the Portfolio can sell the underlying securities to a third party at any time.

 

The principal risk of stand-by commitments is that the writer of a commitment may default on its obligation to repurchase the securities acquired with it.  When investing in stand-by commitments, the International Equity Flex III Portfolio will seek to enter into stand-by commitments only with brokers, dealers and banks that, in the opinion of Credit Suisse, present minimal credit risks.  In evaluating the creditworthiness of the issuer of a stand-by commitment, Credit Suisse will periodically review relevant financial information concerning the issuer’s assets, liabilities and contingent claims.

 

The amount payable to the International Equity Flex III Portfolio upon its exercise of a stand-by commitment is normally (i) the Portfolio’s acquisition cost of the securities (excluding any accrued interest which the Portfolio paid on their acquisition), less any amortized market premium or plus any amortized market or original issue discount during the period the Portfolio owned the securities, plus (ii) all interest accrued on the securities since the last interest payment date during that period.

 

The International Equity Flex III Portfolio expects that stand-by commitments will generally be available without the payment of any direct or indirect consideration.  However, if necessary or advisable, the Portfolio may pay for a stand-by commitment either separately in cash or by paying a higher price for portfolio securities which are acquired subject to the commitment (thus reducing the yield to maturity otherwise available for the same securities).  The total amount paid in either manner for outstanding stand-by commitments held in the Portfolio’s portfolio will not exceed 1/2 of 1% of the value of the Portfolio’s total assets calculated immediately after each stand-by commitment is acquired.

 

The International Equity Flex III Portfolio would acquire stand-by commitments solely to facilitate portfolio liquidity and does not intend to exercise its rights thereunder for trading purposes.  The acquisition of a stand-by commitment would not affect the valuation of the underlying securities.  Stand-by commitments acquired by the Portfolio would be valued at zero in determining net asset value.  Where the Portfolio paid any consideration directly or indirectly for a stand-by commitment, its cost would be reflected as unrealized depreciation for the period during which the commitment was held by the Portfolio.

 

Recent Market Events.   U.S. and international markets are experiencing a period of extreme volatility which has negatively impacted market liquidity conditions.  The fixed income markets have experienced and are continuing to experience liquidity issues, increased price volatility, credit downgrades, increased likelihood of default and valuation difficulties.  Domestic and international equity markets have also been experiencing heightened volatility and turmoil.  The U.S. Government has taken numerous steps to alleviate these market concerns. 

 

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However, there is no assurance that such actions will be successful.  These events and the continuing market upheavals may have an adverse effect on the Fund.

 

Temporary Defensive Strategies .  When Credit Suisse believes that a defensive posture is warranted, each Portfolio may invest temporarily without limit in investment grade debt obligations and in domestic and foreign money market obligations, including repurchase agreements.

 

Securities of Other Investment Companies .  Each Portfolio may invest in securities of other investment companies to the extent permitted under the 1940 Act or pursuant to an SEC order.  Presently, under the 1940 Act, a Portfolio may hold securities of another investment company in amounts which (i) do not exceed 3% of the total outstanding voting stock of such company, (ii) do not exceed 5% of the value of the Portfolio’s total assets and (iii) when added to all other investment company securities held by the Portfolio, do not exceed 10% of the value of the Portfolio’s total assets.  As a shareholder of another investment company, each Portfolio would bear, along with other shareholders, its pro rata portion of the other investment company’s expenses, including advisory fees.  These expenses would be in addition to the advisory and other expenses that a Portfolio bears directly in connection with its own operations.

 

In appropriate circumstances, such as when a direct investment by the Portfolio in the securities of a particular country cannot be made or when the securities of an investment company are more liquid than the underlying portfolio securities, the Portfolio may, consistent with the provisions of the 1940 Act, invest in the securities of closed-end investment companies that invest in foreign securities.  As a shareholder in a closed-end investment company, the Portfolio will bear its ratable share of the investment company’s expenses, including management fees, and will remain subject to payment of the Portfolio’s administration fees and other expenses with respect to assets so invested.

 

Lending of Portfolio Securities .  A Portfolio may lend portfolio securities to brokers, dealers and other financial organizations that meet capital and other credit requirements or other criteria established by the Board. These loans, if and when made, may not exceed 33 1 / 3 % of the Portfolio’s total assets (including the loan collateral).  Loans of portfolio securities will be collateralized by cash or liquid securities, which are segregated at all times in an amount equal to at least 102% (105% in the case of foreign securities) of the current market value of the loaned securities.  Any gain or loss in the market price of the securities loaned that might occur during the term of the loan would be for the account of the Portfolio involved.  From time to time, a Portfolio may return a part of the interest earned from the investment of collateral received for securities loaned to the borrower and/or a third party that is unaffiliated with the Portfolio and that is acting as a “finder.”

 

By lending its securities, the Portfolio can increase its income by continuing to receive interest and any dividends on the loaned securities as well as by either investing the collateral received for securities loaned in short-term instruments or obtaining yield in the form of interest paid by the borrower when U.S. government securities are used as collateral.  Income received could be used to pay a Portfolio’s expenses and would increase an investor’s total return.  Each Portfolio will adhere to the following conditions whenever its portfolio securities are loaned:  (i) the Portfolio must receive at least 100% cash collateral or equivalent securities of

 

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the type discussed in the preceding paragraph from the borrower; (ii) the borrower must increase such collateral whenever the market value of the securities rises above the level of such collateral; (iii) the Portfolio must be able to terminate the loan at any time; (iv) the Portfolio must receive reasonable interest on the loan, as well as any dividends, interest or other distributions on the loaned securities and any increase in market value; (v) the Portfolio may pay only reasonable custodian fees in connection with the loan; and (vi) voting rights on the loaned securities may pass to the borrower, provided, however, that if a material event adversely affecting the investment occurs, the Portfolio must terminate the loan and regain the right to vote the securities.  Loan agreements involve certain risks in the event of default or insolvency of the other party including possible delays or restrictions upon the Portfolio’s ability to recover the loaned securities or dispose of the collateral for the loan.

 

The Portfolios and Credit Suisse have received an order of exemption (the “Order”) from the SEC to permit certain affiliates of Credit Suisse to act as lending agent for the Portfolios, to permit securities loans to broker-dealer affiliates of Credit Suisse, and to permit the investment of cash collateral received by an affiliated lending agent from borrowers and other uninvested cash amounts in certain money market funds advised by Credit Suisse (“Investment Funds”). The Order contains a number of conditions that are designed to ensure that the securities lending program does not involve overreaching by Credit Suisse or any of its affiliates. These conditions include percentage limitations on the amount of a Portfolio’s assets that may be invested in the Investment Funds, restrictions on the Investment Funds’ ability to collect sales charges and certain other fees, and a requirement that a Portfolio will invest in the Investment Funds at the same price as each other fund and will bear its proportionate shares of expenses and receive its proportionate share of any dividends.

 

When-Issued Securities, Delayed-Delivery Transactions and Forward Commitments .  Each Portfolio may utilize up to 20% of its total assets to purchase securities on a “when-issued” basis or purchase or sell securities for delayed delivery ( i.e. , payment or delivery occur beyond the normal settlement date at a stated price and yield).  Each Portfolio engages in when-issued purchases and forward commitments in furtherance of its investment objectives.  In these transactions, payment for and delivery of the securities occur beyond the regular settlement dates, normally within 30 to 45 days after the transaction.  A Portfolio will not enter into a when-issued transaction for the purpose of leverage, but may sell the right to acquire a when-issued security prior to its acquisition or dispose of its right to deliver or receive securities in a delayed-delivery transaction before the settlement date if Credit Suisse deems it advantageous to do so.  The payment obligation and the interest rate that will be received on when-issued securities are fixed at the time the buyer enters into the commitment.  Due to fluctuations in the value of securities purchased or sold on a when-issued or delayed-delivery basis, the prices obtained on such securities may be higher or lower than the prices available in the market on the dates when the investments are actually delivered to the buyers. Each Portfolio will establish a segregated account with its custodian consisting of cash or liquid securities in an amount equal to its when-issued and delayed-delivery purchase commitments and will segregate the securities underlying commitments to sell securities for delayed delivery.

 

When a Portfolio agrees to purchase when-issued or delayed-delivery securities, its custodian will set aside cash or liquid securities equal to the amount of the commitment.  Normally, the custodian will set aside portfolio securities to satisfy a purchase commitment, and

 

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in such a case the Portfolio may be required subsequently to segregate additional assets in order to ensure that the value of the segregated assets remains equal to the amount of the Portfolio’s commitment.  It may be expected that the Portfolio’s net assets will fluctuate to a greater degree when it sets aside portfolio securities to cover such purchase commitments than when it sets aside cash.  When the Portfolio engages in when-issued or delayed-delivery transactions, it relies on the other party to consummate the trade.  Failure of the seller to do so may result in the Portfolio’s incurring a loss or missing an opportunity to obtain a price considered to be advantageous.

 

Short Sales .  Each portfolio may from time to time sell securities short.  A short sale is a transaction in which the Portfolio sells securities it does not own in anticipation of a decline in the market price of the securities.  To deliver the securities to the buyer, a Portfolio must arrange through a broker to borrow the securities and, in so doing, the Portfolio becomes obligated to replace the securities borrowed at their market price at the time of replacement, whatever that price may be.  A Portfolio will make a profit or incur a loss as a result of a short sale depending on whether the price of the securities decreases or increases between the date of the short sale and the date on which the Portfolio purchases the security to replace the borrowed securities that have been sold.  The amount of any loss would be increased (and any gain decreased) by any premium or interest the Portfolio is required to pay in connection with a short sale.

 

A Portfolio’s obligation to replace the securities borrowed in connection with a short sale will be secured by cash or liquid securities deposited as collateral with the broker.  In addition, the Portfolio will place in a segregated account with its custodian or a qualified subcustodian an amount of cash or liquid securities equal to the difference, if any, between (i) the market value of the securities sold at the time they were sold short and (ii) any cash or liquid securities deposited as collateral with the broker in connection with the short sale (not including the proceeds of the short sale).  Until it replaces the borrowed securities, the Portfolio will maintain the segregated account daily at a level so that the amount deposited in the account plus the amount deposited with the broker (not including the proceeds from the short sale) will equal the current market value of the securities sold short.  A security held in a segregated account cannot be sold while the position it is covering is outstanding, unless it is replaced with a similar security.  As a result, there is a possibility that segregation of a large percentage of a Portfolio’s assets could impeded portfolio management of the Portfolio’s ability to meet redemption requests or other current obligations.

 

Short Sales “Against the Box.”   Each Portfolio may enter into short sales “against the box.”  In a short sale, a Portfolio sells a borrowed security and has a corresponding obligation to the lender to return the identical security.  The seller does not immediately deliver the securities sold and is said to have a short position in those securities until delivery occurs.  The Portfolio may engage in a short sale if at the time of the short sale a Portfolio owns or has the right to obtain without additional cost an equal amount of the security being sold short.  This investment technique is known as a short sale “against the box.”  It may be entered into by a Portfolio to, for example, lock in a sale price for a security the Portfolio does not wish to sell immediately.  If a Portfolio engages in a short sale, the collateral for the short position will be segregated in an account with the Portfolio’s custodian or sub-custodian.  No more than 10% of a

 

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Portfolio’s net assets (taken at current value) may be held as collateral for such sales at any one time.

 

A Portfolio may make a short sale as a hedge, when it believes that the price of a security may decline, causing a decline in the value of a security owned by the Portfolio (or a security convertible or exchangeable for such security).  In such case, any future losses in the Portfolio’s long position should be offset by a gain in the short position and, conversely, any gain in the long position should be reduced by a loss in the short position.  The extent to which such gains or losses are reduced will depend upon the amount of the security sold short relative to the amount the Portfolio owns.  There will be certain additional transaction costs associated with short sales against the box, but the Portfolio will endeavor to offset these costs with the income from the investment of cash proceeds of short sales.  See “Additional Information Concerning Taxes” for a discussion of the tax consequences to the Portfolio of effecting short sales against the box.

 

Reverse Repurchase Agreements and Dollar Rolls .  Each Portfolio may enter into reverse repurchase agreements with member banks of the Federal Reserve System and certain non-bank dealers with respect to portfolio securities for temporary purposes (such as to obtain cash to meet redemption requests when the liquidation of portfolio securities is deemed disadvantageous or inconvenient by Credit Suisse) and “dollar rolls.”  Reverse repurchase agreements involve the sale of securities held by a Portfolio pursuant to such Portfolio’s agreement to repurchase them at a mutually agreed-upon date, price and rate of interest.  At the time the Portfolio enters into a reverse repurchase agreement, it will segregate cash or liquid securities having a value not less than the repurchase price (including accrued interest).  The segregated assets will be marked-to-market daily and additional assets will be segregated on any day in which the assets fall below the repurchase price (plus accrued interest).  The Portfolio’s liquidity and ability to manage its assets might be affected when it sets aside cash or portfolio securities to cover such commitments.  Reverse repurchase agreements involve the risk that the market value of the securities retained in lieu of sale may decline below the price of the securities the Portfolio has sold but is obligated to repurchase.  In the event the buyer of securities under a reverse repurchase agreement files for bankruptcy or becomes insolvent, such buyer or its trustee or receiver may receive an extension of time to determine whether to enforce the Portfolio’s obligation to repurchase the securities, and the Portfolio’s use of the proceeds of the reverse repurchase agreement may effectively be restricted pending such decision.

 

Each Portfolio also may enter into “dollar rolls,” in which the Portfolio sells fixed-income securities for delivery in the current month and simultaneously contracts to repurchase substantially similar (same type, coupon and maturity) securities on a specified future date.  During the roll period, the Portfolio would forgo principal and interest paid on such securities.  The Portfolio would be compensated by the difference between the current sales price and the forward price for the future purchase, as well as by the interest earned on the cash proceeds of the initial sale.  At the time the Portfolio enters into a dollar roll transaction, it will segregate with an approved custodian cash or liquid securities having a value not less than the repurchase price (including accrued interest) and will subsequently monitor the segregated assets to ensure that their value is maintained.  Reverse repurchase agreements and dollar rolls that are accounted for as financings are considered to be borrowings under the 1940 Act.

 

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Warrants .  Each Portfolio may invest up to 10% of net assets (15% of its total assets in the case of the U.S. Equity Flex II Portfolio) in warrants.  Warrants are securities that give the holder the right, but not the obligation, to purchase equity issues of the company issuing the warrants, or a related company, at a fixed price either on a date certain or during a set period.  A Portfolio may invest in warrants to purchase newly created equity securities consisting of common and preferred stock.  The equity security underlying a warrant is authorized at the time the warrant is issued or is issued together with the warrant.

 

Investing in warrants can provide a greater potential for profit or loss than an equivalent investment in the underlying security, and, thus, can be a speculative investment.  At the time of issue, the cost of a warrant is substantially less than the cost of the underlying security itself, and price movements in the underlying security are generally magnified in the price movements of the warrant.  This leveraging effect enables the investor to gain exposure to the underlying security with a relatively low capital investment.  This leveraging increases an investor’s risk, however, in the event of a decline in the value of the underlying security and can result in a complete loss of the amount invested in the warrant.  In addition, the price of a warrant tends to be more volatile than, and may not correlate exactly to, the price of the underlying security.  If the market price of the underlying security is below the exercise price of the warrant on its expiration date, the warrant will generally expire without value.  The value of a warrant may decline because of a decline in the value of the underlying security, the passage of time, changes in interest rates or in the dividend or other policies of the company whose equity underlies the warrant or a change in the perception as to the future price of the underlying security, or any combination thereof.  Warrants generally pay no dividends and confer no voting or other rights except for the right to purchase the underlying security.

 

Non-Publicly Traded and Illiquid Securities .  A Portfolio may not invest more than 15% of its net assets (10% in the case of the U.S. Equity Flex III Portfolio) in illiquid securities, including securities that are illiquid by virtue of the absence of a readily available market, repurchase agreements which have a maturity of longer than seven days, time deposits maturing in more than seven days, certain Rule 144A Securities (as defined below).  Securities that have legal or contractual restrictions on resale but have a readily available market are not considered illiquid for purposes of this limitation.  Repurchase agreements subject to demand are deemed to have a maturity equal to the notice period.

 

Historically, illiquid securities have included securities subject to contractual or legal restrictions on resale because they have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), securities which are otherwise not readily marketable and repurchase agreements having a maturity of longer than seven days.  Securities which have not been registered under the Securities Act are referred to as private placements or restricted securities and are purchased directly from the issuer or in the secondary market.  Companies whose securities are not publicly traded may not be subject to the disclosure and other investor protection requirements applicable to companies whose securities are publicly traded.  Limitations on resale may have an adverse effect on the marketability of portfolio securities and a mutual fund might be unable to dispose of restricted or other illiquid securities promptly or at reasonable prices and might thereby experience difficulty satisfying redemptions within seven days without borrowing.  A mutual fund might also have to register such restricted securities in

 

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order to dispose of them resulting in additional expense and delay.  Adverse market conditions could impede such a public offering of securities.

 

In recent years, however, a large institutional market has developed for certain securities that are not registered under the Securities Act, including repurchase agreements, commercial paper, foreign securities, municipal securities and corporate bonds and notes.  Institutional investors depend on an efficient institutional market in which the unregistered security can be readily resold or on an issuer’s ability to honor a demand for repayment.  The fact that there are contractual or legal restrictions on resale to the general public or to certain institutions may not be indicative of the liquidity of such investments.

 

Non-publicly traded securities (including Rule 144A Securities) may involve a high degree of business and financial risk and may result in substantial losses.  These securities may be less liquid than publicly traded securities, and a Portfolio may take longer to liquidate these positions than would be the case for publicly traded securities.  Although these securities may be resold in privately negotiated transactions, the prices realized from these sales could be less than those originally paid by a Portfolio.  Further, companies whose securities are not publicly traded may not be subject to the disclosure and other investor protection requirements that would be applicable if their securities were publicly traded.  A Portfolio’s investment in illiquid securities is subject to the risk that should such Portfolio desire to sell any of these securities when a ready buyer is not available at a price that is deemed to be representative of their value, the value of such Portfolio’s net assets could be adversely affected.

 

Rule 144A Securities .  Rule 144A under the Securities Act adopted by the SEC allows for a broader institutional trading market for securities otherwise subject to restriction on resale to the general public.  Rule 144A establishes a “safe harbor” from the registration requirements of the Securities Act for resales of certain securities to qualified institutional buyers.  Credit Suisse anticipates that the market for certain restricted securities such as institutional commercial paper will expand further as a result of this regulation and use of automated systems for the trading, clearance and settlement of unregistered securities of domestic and foreign issuers, such as the PORTAL System sponsored by the Nasdaq Stock Market, Inc.

 

An investment in Rule 144A Securities will be considered illiquid and therefore subject to a Portfolio’s limit on the purchase of illiquid securities unless the Board or its delegates determine that the Rule 144A Securities are liquid.  In reaching liquidity decisions, the Board or its delegates may consider, inter alia , the following factors:  (i) the unregistered nature of the security; (ii) the frequency of trades and quotes for the security; (iii) the number of dealers wishing to purchase or sell the security and the number of other potential purchasers; (iv) dealer undertakings to make a market in the security; and (v) the nature of the security and the nature of the marketplace trades ( e.g. , the time needed to dispose of the security, the method of soliciting offers and the mechanics of the transfer).

 

Investing in Rule 144A Securities could have the effect of increasing the level of illiquidity in the Portfolios to the extent that qualified institutional buyers are unavailable or uninterested in purchasing such securities from the Portfolios.  The Board has adopted guidelines and delegated to Credit Suisse the daily function of determining and monitoring the illiquidity of

 

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Rule 144A Securities, although the Board will retain ultimate responsibility for liquidity determinations.

 

Borrowing .  Each Portfolio may borrow up to 33 1 / 3 % of its total assets for temporary or emergency purposes, including to meet portfolio redemption requests so as to permit the orderly disposition of portfolio securities or to facilitate settlement transactions on portfolio securities.  Additional investments (including roll-overs) will not be made when borrowings exceed 5% of a Portfolio’s net assets.  Although the principal of such borrowings will be fixed, the Portfolio’s assets may change in value during the time the borrowing is outstanding.  Each Portfolio expects that some of its borrowings may be made on a secured basis.  In such situations, either the custodian will segregate the pledged assets for the benefit of the lender or arrangements will be made with a suitable sub-custodian, which may include the lender.

 

Small Capitalization and Emerging Growth Companies; Unseasoned Issuers .  Each Portfolio may invest in securities of unseasoned issuers, including equity securities of unseasoned issuers which are not readily marketable.  The term “unseasoned” refers to issuers which, together with their predecessors, have been in operation for less than three years.  Such investments involve considerations that are not applicable to investing in securities of established, larger-capitalization issuers, including reduced and less reliable information about issuers and markets, less stringent financial disclosure requirements and accounting standards, illiquidity of securities and markets, higher brokerage commissions and fees and greater market risk in general.  In addition, securities of these companies may involve greater risks since these securities may have limited marketability and, thus, may be more volatile.

 

Although investing in securities of unseasoned issuers offers potential for above-average returns if the companies are successful, the risk exists that the companies will not succeed and the prices of the companies’ shares could significantly decline in value.  Therefore, an investment in a Portfolio may involve a greater degree of risk than an investment in other mutual funds that seek capital appreciation by investing in better-known, larger companies.

 

“Special Situation” Companies .  “Special situation” companies are involved in an actual or prospective acquisition or consolidation; reorganization; recapitalization; merger, liquidation or distribution of cash, securities or other assets; a tender or exchange offer; a breakup or workout of a holding company; or litigation which, if resolved favorably, may provide an attractive investment opportunity.  If the actual or prospective situation does not materialize as anticipated, the market price of the securities of a “special situation company” may decline significantly.  Although investing in securities of small- and medium-sized and emerging growth companies, unseasoned issuers or issuers in “special situations” offers potential for above-average returns if the companies are successful, the risk exists that the companies will not succeed and the prices of the companies’ shares could significantly decline in value.  Therefore, an investment in a Portfolio may involve a greater degree of risk than an investment in other mutual funds that seek growth of capital or capital appreciation by investing in better-known, larger companies.

 

General .  The Portfolios may invest in securities of companies of any size, whether traded on or off a national securities exchange.  Portfolio holdings may include

 

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emerging growth companies, which are small- or medium-sized companies that have passed their start-up phase and that show positive earnings and prospects for achieving profit and gain in a relatively short period of time.

 

REITs .  Each Portfolio may invest in real estate investment trusts (“REITs”), which are pooled investment vehicles that invest primarily in income-producing real estate or real estate related loans or interests.  Like regulated investment companies such as the Trust, REITs are not taxed on income distributed to shareholders provided they comply with several requirements of the Internal Revenue Code of 1986, amended (the “Code”).  By investing in a REIT, the Portfolio will indirectly bear its proportionate share of any expenses paid by the REIT in addition to the expenses of the Portfolio.

 

Investing in REITs involves certain risks.  A REIT may be affected by changes in the value of the underlying property owned by such REIT or by the quality of any credit extended by the REIT.  REITs are dependent on management skills, are not diversified (except to the extent the Code requires), and are subject to the risks of financing projects.  REITs are subject to heavy cash flow dependency, default by borrowers, self-liquidation, the possibilities of failing to qualify for the exemption from tax for distributed income under the Code and failing to maintain their exemptions from the 1940 Act.  REITs are also subject to interest rate risks.

 

INVESTMENT RESTRICTIONS

 

All Portfolios (Other than the U.S. Equity Flex IV Portfolio)

 

The investment limitations numbered 1 through 8 may not be changed without the affirmative vote of the holders of a majority of a Portfolio’s outstanding shares.  Such majority is defined as the lesser of (i) 67% or more of the shares present at the meeting, if the holders of more than 50% of the outstanding shares of the Portfolio are present or represented by proxy, or (ii) more than 50% of the outstanding shares.  Investment limitations 9 through 14 may be changed by a vote of the Board at any time.  If a percentage limitation (other than the percentage limitation set forth in investment restriction No. 1 below) is adhered to at the time of an investment, a later increase or decrease in the percentage of assets resulting from a change in the values of portfolio securities or in the amount of the Portfolio’s assets will not constitute a violation of such restriction.

 

A Portfolio may not:

 

1.             Borrow money, except to the extent permitted under the 1940 Act.

 

2.             Purchase any securities which would cause 25% or more of the value of the Portfolio’s total assets at the time of purchase to be invested in the securities of issuers conducting their principal business activities in the same industry; provided that there shall be no limit on the purchase of U.S. Government Securities.

 

3.             For the U.S. Equity Flex II, International Equity Flex I and International Equity Flex II Portfolios only, purchase the securities of any issuer, if as a result more than 5% of the value of the Portfolio’s total assets would be invested in the securities of such issuer, except that this 5% limitation does not apply to U.S. Government Securities and except that up to

 

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25% of the value of the Portfolio’s total assets may be invested without regard to this 5% limitation.

 

4.             Make loans, except through loans of portfolio securities, entry into repurchase agreements, acquisition of securities consistent with its investment objective and policies and as otherwise permitted by the 1940 Act.

 

5.             Underwrite any securities issued by others except to the extent that the investment in restricted securities and the sale of securities in accordance with the Portfolio’s investment objective, policies and limitations may be deemed to be underwriting.

 

6.             Purchase or sell real estate, provided that a Portfolio may invest in securities secured by real estate or interests therein or issued by companies that invest or deal in real estate or interests therein or are engaged in the real estate business, including real estate investment trusts.

 

7.             Invest in commodities, except that the Portfolio may purchase and sell futures contracts, including those relating to securities, currencies and indexes, and options on futures contracts, securities, currencies or indexes, and purchase and sell currencies on a forward commitment or delayed-delivery basis and, with respect to the International Equity Flex III Portfolio, enter into stand-by commitments.

 

8.             Issue any senior security except as permitted in these investment limitations.

 

9.             Purchase securities of other investment companies except in connection with a merger, consolidation, acquisition, reorganization or offer of exchange, or as otherwise permitted under the 1940 Act.

 

10.           Pledge, mortgage or hypothecate its assets, except to the extent necessary to secure permitted borrowings and to the extent related to the deposit of assets in escrow and in connection with the writing of covered put and call options and purchase of securities on a forward commitment or delayed-delivery basis and collateral and initial or variation margin arrangements with respect to currency transactions, options, futures contracts, and options on futures contracts.

 

11.           Invest more than 15% (10% in the case of the U.S. Equity Flex III Portfolio) of the Portfolio’s net assets in securities which may be illiquid because of legal or contractual restrictions on resale or securities for which there are no readily available market quotations.  For purposes of this limitation, repurchase agreements with maturities greater than seven days shall be considered illiquid securities.

 

12.           Invest in warrants (other than warrants acquired by the Portfolio as part of a unit or attached to securities at the time of purchase) if, as a result, the investments (valued at the lower of cost or market) would exceed 10% of the value of the Portfolio’s net assets (in the case of the U.S. Equity Flex II Portfolio, 15% of the value of that Portfolio’s total assets).

 

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13.           Make additional investments (including roll-overs) if the Portfolio’s borrowings exceed 5% of its net assets.

 

14.           For the U.S. Equity Flex III Portfolio, invest more than 10% of the value of the Portfolio’s total assets in time deposits maturing in more than seven calendar days.

 

U.S. Equity Flex IV Portfolio

 

The investment limitations numbered 1 through 8 may not be changed without the affirmative vote of the holders of a majority of the Portfolio’s outstanding shares.  Such majority is defined as the lesser of (i) 67% or more of the shares present at the meeting, if the holders of more than 50% of the outstanding shares of the Portfolio are present or represented by proxy, or (ii) more than 50% of the outstanding shares.  Investment limitations 9 through 14 may be changed by a vote of the Board at any time.  If a percentage limitation (other than the percentage limitation set forth in investment restriction No. 1 below) is adhered to at the time of an investment, a later increase or decrease in the percentage of assets resulting from a change in the values of portfolio securities or in the amount of the Portfolio’s assets will not constitute a violation of such restriction.

 

The Portfolio may not:

 

1.     Borrow money, except that the Portfolio may (a) borrow from banks and (b) enter into reverse repurchase agreements; provided that reverse repurchase agreements, dollar roll transactions that are accounted for as financings and any other transactions constituting borrowing by the Portfolio may not exceed 33 1/3% of the value of the Portfolio’s total assets at the time of such borrowing.  For purposes of this restriction, short sales, the entry into currency transactions, options, futures contracts, options on futures contracts, forward commitment transactions and dollar roll transactions that are not accounted for as financings (and the segregation of assets in connection with any of the foregoing) shall not constitute borrowing;

 

2.     Issue any senior securities, except as permitted under the 1940 Act;

 

3.     Act as an underwriter of securities within the meaning of the Securities Act, except insofar as (a) it might be deemed to be an underwriter upon disposition of certain portfolio securities acquired within the limitation on purchases of restricted securities and (b) the sale of securities in accordance with the Portfolio’s investment objective, policies and limitations may be deemed to be underwriting;

 

4.     Purchase or sell real estate (including real estate limited partnership interests), provided that the Portfolio may invest in securities secured by real estate or interests therein or issued by companies that invest in real estate or interests therein;

 

5.     Purchase or sell commodities or commodity contracts, except that the Portfolio may deal in forward foreign exchange transactions between currencies of the different countries in which it may invest and may purchase and sell stock index and currency options, futures contracts, including those relating to securities, currencies and indices, and options on futures contracts, securities, currencies or indices, and purchase and sell currencies on a forward commitment or delayed-delivery basis;

 

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6.     Make loans, except through loans of portfolio instruments and repurchase agreements, provided that for purposes of this restriction (i) the acquisition of bonds, debentures or other debt instruments or fixed-income securities or interests therein and investment in government obligations, Loan Participations and Assignments and other structured securities, short-term commercial paper, certificates of deposit and bankers’ acceptances; and (ii) the purchase of restricted or illiquid securities shall not be deemed to be the making of a loan;

 

7.     Purchase any securities which would cause 25% or more of the value of the Portfolio’s total assets at the time of purchase to be invested in the securities of one or more issuers conducting their principal business activities in the same industry, provided that (a) there is no limitation with respect to (i) instruments issued or guaranteed by the United States, any state, territory or possession of the United States, the District of Columbia or any of their authorities, agencies, instrumentalities or political subdivisions, or in municipal bonds (including industrial development bonds) and (ii) repurchase agreements secured by the instruments described in clause (i); (b) wholly-owned finance companies will be considered to be in the industries of their parents if their activities are primarily related to financing the activities of the parents; and (c) utilities will be divided according to their services, for example, gas, gas transmission, electric and gas, electric and telephone will each be considered a separate industry; and

 

8.     Purchase the securities of any issuer if as a result (a) more than 5% of the value of the Portfolio’s total assets would be invested in the securities of such issuer or (b) the Portfolio would own more than 10% of the outstanding voting securities of such issuer, except that these percentage limitations do not apply to U.S. Government Securities and except that up to 25% of the value of the Portfolio’s total assets may be invested without regard to these percentage limitations.

 

9.     Make investments for the purpose of exercising control or management, but investments by the Portfolio in controlled investment entities created under the laws of certain countries will not be deemed the making of investments for the purpose of exercising control or management;

 

10.   Purchase securities on margin, except for short-term credits necessary for clearance of portfolio transactions and sales of securities, and except that the Portfolio may make margin deposits in connection with its use of options, futures contracts, options on futures contracts and forward contracts and transactions in currencies;

 

11.   Purchase securities of other investment companies except in connection with a merger, consolidation, acquisition, reorganization or offer of exchange, or as otherwise permitted under the 1940 Act;

 

12.   Pledge, mortgage or hypothecate its assets, except to the extent necessary to secure permitted borrowings and to the extent related to the deposit of assets in escrow and in connection with the writing of covered put and call options, purchase of securities on a “when-issued,” forward commitment or delayed-delivery basis, collateral and initial or variation margin arrangements with respect to currency transactions, options, futures contracts, and options on futures contracts and hedging transactions in general and short sales “against the box”;

 

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13.   Invest more than 15% of the Portfolio’s net assets in securities which may be illiquid because of legal or contractual restrictions on resale or securities for which there are no readily available market quotations;

 

14.   Invest in warrants (other than warrants acquired by the Portfolio as part of a unit or attached to securities at the time of purchase) if, as a result, the investments (valued at the lower of cost or market) would exceed 10% of the value of the Portfolio’s net assets; and

 

15.   Make additional investments (including roll-overs) if the Portfolio’s borrowings exceed 5% of its net assets.

 

For purposes of Investment Limitation No. 12, collateral arrangements with respect to, if applicable, the writing of options, futures contracts, options on futures contracts, forward currency contracts and collateral arrangements with respect to initial and variation margin are not deemed to be a pledge of assets and neither such arrangements nor the purchase or sale of futures or related options are deemed to be the issuance of a senior security for purposes of Investment Limitation No. 2.

 

PORTFOLIO VALUATION

 

The following is a description of the procedures used by each Portfolio in valuing its assets to calculate its net asset value (“NAV”).

 

Equity securities listed on an exchange or traded in an over-the-counter market will be valued at the closing price on the exchange or market on which the security is primarily traded (the “Primary Market”) at the time of valuation (the “Valuation Time”).  If the security did not trade on the Primary Market, the security will be valued at the closing price on another exchange or market where it trades at the Valuation Time.  If there are no such sales prices, the security will be valued at the most recent bid quotation as of the Valuation Time or at the lowest asked quotation in the case of a short sale of securities.  Debt securities with a remaining maturity greater than 60 days shall be valued in accordance with the price supplied by an independent pricing service approved by the Board (“Pricing Service”).  If there are no such quotations, the security will be valued at its fair value as determined in good faith by or under the direction of the Board.  When fair value pricing is employed, the prices of securities used by a Portfolio to calculate its NAV may differ from quoted or published prices for the same securities.

 

Prices for debt securities supplied by a Pricing Service may use a matrix, formula or other objective method that takes into consideration market indexes, matrices, yield curves and other specific adjustments.  The procedures of Pricing Services are reviewed periodically by the officers of the Trust under the general supervision and responsibility of the Board, which may replace a Pricing Service at any time.

 

If a Pricing Service is not able to supply closing prices and bid/asked quotations for an equity security or a price for a debt security, and there are two or more dealers, brokers or market makers in the security, the security will be valued at the mean between the highest bid and the lowest asked quotations from at least two dealers, brokers or market makers.  If such dealers, brokers or market makers only provide bid quotations, the security will be valued at the mean between the highest and the lowest bid quotations provided.  If a Pricing Service is not able

 

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to supply closing prices and bid/asked quotations for an equity security or a price for a debt security, and there is only one dealer, broker or market maker in the security, the security will be valued at the mean between the bid and the asked quotations provided, unless the dealer, broker or market maker can only provide a bid quotation in which case the security will be valued at such bid quotation.  Options contracts will be valued similarly.  Futures contracts will be valued at the most recent settlement price at the time of valuation.  Investments in mutual funds are valued at the mutual fund’s closing NAV per share on the day of valuation.

 

Short-term obligations with maturities of 60 days or less are valued at amortized cost, which constitutes fair value as determined in good faith by or under the direction of the Board.  Amortized cost involves valuing a portfolio instrument at its initial cost and thereafter assuming a constant amortization to maturity of any discount or premium, regardless of the impact of fluctuating interest rates on the market value of the instrument.  The amortized cost method of valuation may also be used with respect to other debt obligations with 60 days or less remaining to maturity.

 

Swap contracts are generally valued at a price at which the counterparty to such contract would repurchase the instrument or terminate the contract. Financial futures contracts and options thereon, which are traded on exchanges, are valued at their last sale price as of the close of such exchange. Structured note agreements are valued in accordance with a dealer-supplied valuation based on changes in value of the underlying index.

 

Foreign securities traded in the local market will be valued at the closing prices, which may not be the last sale price, on the Primary Market (at the Valuation Time with respect to a Portfolio).  If the security did not trade on the Primary Market, it will be valued at the closing price of the local shares (at the Valuation Time with respect to a Portfolio).  If there is no such closing price, the value will be the most recent bid quotation of the local shares (at the Valuation Time with respect to a Portfolio).

 

Securities, options, futures contracts and other assets which cannot be valued pursuant to the foregoing will be valued at their fair value as determined in good faith by or under the direction of the Board.  In addition, the Board or its delegates may value a security at fair value if it determines that such security’s value determined by the methodology set forth above does not reflect its fair value.  If the value of a security has been materially affected by events occurring after the relevant market closes, but before a Portfolio calculates its net asset value, the Portfolio may price those securities at fair value as determined in good faith in accordance with procedures approved by the Board.

 

Trading in securities in certain foreign countries is completed at various times prior to the close of business on each business day in New York ( i.e. , a day on which the NYSE is open for trading).  In addition, securities trading in a particular country or countries may not take place on all business days in New York.  Furthermore, trading takes place in various foreign markets on days that are not business days in New York and days on which a Portfolio’s net asset value is not calculated.  As a result, calculation of a Portfolio’s net asset value may not take place contemporaneously with the determination of the prices of certain foreign portfolio securities used in such calculation.  All assets and liabilities initially expressed in foreign currency values will be converted into U.S. dollar values at the prevailing rate as

 

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quoted by a Pricing Service at the close of the London Stock Exchange.  If such quotations are not available, the rate of exchange will be determined in good faith pursuant to consistently applied procedures established by the Board.

 

PORTFOLIO TRANSACTIONS

 

Credit Suisse is responsible for establishing, reviewing and, where necessary, modifying each Portfolio’s investment program to achieve its investment objective and for supervising the activities of the sub-investment advisers to the applicable Portfolios.  Purchases and sales of newly issued portfolio securities are usually principal transactions without brokerage commissions effected directly with the issuer or with an underwriter acting as principal.  Private Funds may be purchased directly from the issuer or may involve a broker or placement agent.  Other purchases and sales may be effected on a securities exchange or OTC, depending on where it appears that the best price or execution will be obtained.  The purchase price paid by a Portfolio to underwriters of newly issued securities usually includes a concession paid by the issuer to the underwriter, and purchases of securities from dealers, acting as either principals or agents in the after market, are normally executed at a price between the bid and asked price, which includes a dealer’s mark-up or mark-down.  Transactions on U.S. stock exchanges and some foreign stock exchanges involve the payment of negotiated brokerage commissions.  On exchanges on which commissions are negotiated, the cost of transactions may vary among different brokers.  On most foreign exchanges, commissions are generally fixed.  There is generally no stated commission in the case of securities traded in domestic or foreign OTC markets, but the price of securities traded in OTC markets includes an undisclosed commission or mark-up.  U.S. Government securities are generally purchased from underwriters or dealers, although certain newly issued U.S. Government securities may be purchased directly from the U.S. Treasury or from the issuing agency or instrumentality.  No brokerage commissions are typically paid on purchases and sales of U.S. Government securities.

 

Credit Suisse selects specific portfolio investments and effects transactions for each Portfolio.  In selecting broker-dealers, Credit Suisse does business exclusively with those broker-dealers that, in Credit Suisse’s judgment, can be expected to provide the best service.  The service has two main aspects:  the execution of buy and sell orders and the provision of research.  In negotiating commissions with broker-dealers, Credit Suisse will pay no more for execution and research services than it considers either, or both together, to be worth.  The value of execution service depends on the ability of the broker-dealer to minimize costs of securities purchased and to maximize prices obtained for securities sold.  The value of research depends on its usefulness in optimizing portfolio composition and its changes over time.  Commissions for the combination of execution and research services that meet Credit Suisse’s standards may be higher than for execution services alone or for services that fall below Credit Suisse’s standards.  Credit Suisse believes that these arrangements may benefit all clients and not necessarily only the accounts in which the particular investment transactions occur.  Further, Credit Suisse will receive only brokerage or research service in connection with securities transactions that are consistent with the “safe harbor” provisions of Section 28(e) of the Securities Exchange Act of 1934 (the “Exchange Act”) when paying such higher commissions.  Research services may include research on specific industries or companies, macroeconomic analyses, analyses of national and international events and trends, evaluations of thinly traded securities, computerized trading screening techniques, securities ranking services and general research services.  Research  

 

37



 

received from brokers or dealers is supplemental to Credit Suisse’s own research program.  For the fiscal year ended December 31, 2008, the International Equity Flex II Portfolio paid $245 in brokerage commissions to brokers and dealers who also provided research services.

 

All orders for transactions in securities or options on behalf of a Portfolio are placed by Credit Suisse with broker-dealers that it selects, including Credit Suisse Asset Management Securities, Inc. (“CSAMSI”), Credit Suisse Securities (USA) LLC and affiliates of Credit Suisse Group.  A Portfolio may utilize CSAMSI, the Portfolios’ distributor and an affiliate of Credit Suisse, or affiliates of Credit Suisse Group in connection with a purchase or sale of securities when Credit Suisse believes that the charge for the transaction does not exceed usual and customary levels and when doing so is consistent with guidelines adopted by the Board.

 

Investment decisions for each Portfolio concerning specific portfolio securities are made independently from those for other clients advised by Credit Suisse.  Such other investment clients may invest in the same securities as a Portfolio.  When purchases or sales of the same security are made at substantially the same time on behalf of such other clients, transactions are averaged as to price and available investments allocated as to amount, in a manner which Credit Suisse believes to be equitable to each client, including the Portfolios.  In some instances, this investment procedure may adversely affect the price paid or received by a Portfolio or the size of the position obtained or sold for a Portfolio.  To the extent permitted by law, Credit Suisse may aggregate the securities to be sold or purchased for a Portfolio with those to be sold or purchased for such other investment clients in order to obtain best execution.

 

Transactions for the Portfolios may be effected on foreign securities exchanges.  In transactions for securities not actively traded on a foreign securities exchange, the Portfolios will deal directly with the dealers who make a market in the securities involved, except in those circumstances where better prices and execution are available elsewhere.  Such dealers usually are acting as principal for their own account.  On occasion, securities may be purchased directly from the issuer.  Such portfolio securities are generally traded on a net basis and do not normally involve brokerage commissions.  Securities firms may receive brokerage commissions on certain portfolio transactions, including options, futures and options on futures transactions and the purchase and sale of underlying securities upon exercise of options.

 

Each Portfolio may participate, if and when practicable, in bidding for the purchase of securities for the Portfolio’s portfolio directly from an issuer in order to take advantage of the lower purchase price available to members of such a group.  A Portfolio will engage in this practice, however, only when Credit Suisse, in its sole discretion, believes such practice to be otherwise in the Portfolio’s interest.

 

For the past three fiscal years ended December 31, the Portfolios paid brokerage commissions as follows:

 

38



 

PORTFOLIO

 

YEAR

 

COMMISSIONS

 

 

 

 

 

 

 

 

U.S. Equity Flex I

 

2006

 

$

3,274,603

 

 

 

2007

 

$

585,780

 

 

 

2008

 

$

392,867

 

U.S. Equity Flex II

 

2006

 

$

125,718

 

 

 

2007

 

$

27,139

 

 

 

2008

 

$

43,887

 

U.S. Equity Flex III

 

2006

 

$

78,932

 

 

 

2007

 

$

38,572

 

 

 

2008

 

$

33,494

 

U.S. Equity Flex IV

 

2006

 

$

15,914

 

 

 

2007

 

$

6,667

 

 

 

2008

 

$

9,444

 

International Equity Flex I

 

2006

 

$

130,751

 

 

 

2007

 

$

105,252

 

 

 

2008

 

$

139,305

 

International Equity Flex II

 

2006

 

$

400,030

 

 

 

2007

 

$

104,763

 

 

 

2008

 

$

116,749

 

International Equity Flex III

 

2006

 

$

979,408

 

 

 

2007

 

$

467,383

 

 

 

2008

 

$

269,127

 

 

The decrease in brokerage commissions for U.S. Portfolios was due to such Portfolios’ use of a basket trading model.

 

In no instance will portfolio securities be purchased from or sold to Credit Suisse, CSAMSI or Credit Suisse Securities (USA) LLC, or any affiliated person of the foregoing entities except as permitted by the SEC exemptive order or by applicable law.  In addition, a Portfolio will not give preference to any institutions with whom the Portfolio enters into distribution or shareholder servicing agreements concerning the provision of distribution services or support services.

 

As of December 31, 2008, the Portfolios held the following securities of their regular brokers or dealers:

 

PORTFOLIO

 

NAME OF SECURITIES

 

AGGREGATE VALUE

 

 

 

 

 

 

 

U.S. Equity Flex I

 

Investment Technology Group Inc.

 

$

1,933,472

 

 

 

Citizens, Inc.

 

$

25,220

 

 

 

National Financial Partners Corp.

 

$

7,600

 

 

 

Piper Jaffray Cos. Inc,

 

$

3,976

 

 

39



 

PORTFOLIO

 

NAME OF SECURITIES

 

AGGREGATE VALUE

 

 

 

 

 

 

 

U.S. Equity Flex II

 

E*TRADE Financial Corp.

 

$

1,725

 

 

 

Investment Technology Group, Inc.

 

$

4,544

 

 

 

Merrill Lynch & Co., Inc.

 

$

6,984

 

 

 

Morgan Stanley

 

$

13,233

 

 

 

Raymond James Financial, Inc.

 

$

29,121

 

 

 

State Street Corp.

 

$

7,866

 

 

 

T. Rowe Price Group, Inc.

 

$

49,616

 

 

 

The Charles Schwab Corp.

 

$

35,574

 

 

 

The Goldman Sachs Group, Inc.

 

$

8,439

 

 

 

Citigroup, Inc.

 

$

101,321

 

 

 

JPMorgan Chase & Co.

 

$

9,459

 

 

 

Bank of America Corp.

 

$

7,645

 

 

 

Bank of New York Mellon Corp.

 

$

11,332

 

 

 

Janus Capital Group, Inc.

 

$

3,212

 

 

 

Jefferies Group, Inc.

 

$

5,624

 

 

 

Prudential Financial, Inc.

 

$

30,260

 

 

 

SunTrust Banks, Inc.

 

$

11,816

 

 

 

U.S. Bancorp

 

$

7,503

 

 

 

Wells Fargo & Co.

 

$

11,792

 

 

40



 

PORTFOLIO

 

NAME OF SECURITIES

 

AGGREGATE VALUE

 

 

 

 

 

 

 

U.S. Equity Flex III

 

Raymond James Financial, Inc.

 

$

20,042

 

 

 

Investment Technology Group, Inc.

 

$

86,336

 

 

 

Jefferies Group, Inc.

 

$

7,030

 

U.S. Equity Flex IV

 

Bank of New York Mellon Corp.

 

$

11,332

 

 

 

Bank of America Corp.

 

$

3,576

 

 

 

E*TRADE Financial Corp.

 

$

460

 

 

 

Investment Technology Group, Inc.

 

$

13,632

 

 

 

Merrill Lynch & Co., Inc.

 

$

3,492

 

 

 

Morgan Stanley

 

$

4,812

 

 

 

Raymond James Financial, Inc.

 

$

11,991

 

 

 

State Street Corp.

 

$

27,531

 

 

 

T. Rowe Price Group, Inc.

 

$

49,616

 

 

 

The Charles Schwab Corp.

 

$

48,510

 

 

 

Citigroup, Inc.

 

$

6,710

 

 

 

JPMorgan Chase & Co.

 

$

6,306

 

 

 

Prudential Financial, Inc.

 

$

3,026

 

 

 

Janus Capital Group, Inc.

 

$

6,424

 

 

 

PNC Financial Services Group, Inc.

 

$

14,700

 

 

 

SunTrust Banks, Inc.

 

$

8,862

 

 

 

U.S. Bancorp

 

$

7,503

 

 

 

Wells Fargo & Co.

 

$

5,896

 

 

41



 

PORTFOLIO

 

NAME OF SECURITIES

 

AGGREGATE VALUE

 

 

 

 

 

 

 

International Equity Flex I

 

Societe Generale

 

$

423,620

 

 

 

Mitsubishi UFJ Financial Group, Inc.

 

$

587,705

 

 

 

HSBC Holdings PLC

 

$

808,534

 

 

 

State Street Bank and Trust Co. Euro Time Deposit

 

$

1,404,000

 

 

 

BNP Paribas

 

$

354,812

 

 

 

Mizuho Financial Group, Inc.

 

$

778,928

 

 

PORTFOLIO TURNOVER

 

The Portfolios do not intend to seek profits through short-term trading, but the rate of turnover will not be a limiting factor when a Portfolio deems it desirable to sell or purchase securities.  A Portfolio’s portfolio turnover rate is calculated by dividing the lesser of purchases or sales of its portfolio securities for the year by the monthly average value of the portfolio securities.  Securities with remaining maturities of one year or less at the date of acquisition are excluded from the calculation.

 

Certain practices that may be employed by a Portfolio could result in high portfolio turnover.  For example, options on securities may be sold in anticipation of a decline in the price of the underlying security (market decline) or purchased in anticipation of a rise in the price of the underlying security (market rise) and later sold.  To the extent that its portfolio is traded for the short-term, the Portfolio will be engaged essentially in trading activities based on short-term considerations affecting the value of an issuer’s security instead of long-term investments based on fundamental valuation of securities.  Because of this policy, portfolio securities may be sold without regard to the length of time for which they have been held.  Consequently, the annual portfolio turnover rate of a Portfolio may be higher than mutual funds having similar objectives that do not utilize these strategies.

 

It is not possible to predict the Portfolios’ portfolio turnover rates.  High portfolio turnover rates (100% or more) may result in dealer markups or underwriting commissions as well as other transaction costs, including correspondingly higher brokerage commissions.  The table below details the portfolio turnover rates of each Portfolio for the following fiscal years ended December 31.

 

42



 

Portfolio

 

2007

 

2008

 

U.S. Equity Flex I

 

203

%

204

%

U.S. Equity Flex II

 

95

%

198

%

U.S. Equity Flex III

 

232

%

217

%

U.S. Equity Flex IV

 

124

%

170

%

International Equity Flex I

 

41

%

80

%

International Equity Flex II

 

76

%

171

%

International Equity Flex III

 

62

%

61

%

 

MANAGEMENT OF THE TRUST

 

Officers and Board of Trustees

 

The business and affairs of the Trust are managed by the Board in accordance with the laws of the Commonwealth of Massachusetts.  The Board elects officers who are responsible for the day-to-day operations of the Trust and who execute policies authorized by the Board.  Under the Trust’s Declaration of Trust, the Board may classify or reclassify any unissued shares of the Trust into one or more additional classes by setting or changing in any one or more respects their relative rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption.  The Board may similarly classify or reclassify any class of the Trust’s shares into one or more series and, without shareholder approval, may increase the number of authorized shares of the Trust.

 

The names (and years of birth) of the Trust’s Trustees and officers, their addresses, present positions and principal occupations during the past five years and other affiliations are set forth below.

 

43



 

Name, Address and
Year of Birth

 

Position(s)
Held with
Trust

 

Term of
Office(1)
and
Length of
Time
Served

 

Principal Occupation(s)
During Past Five Years

 

Number
of
Portfolios
in Fund
Complex
Overseen
by
Trustee/
Officer

 

Other
Directorships
Held by
Trustee/Officer

Independent Trustees

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Enrique R. Arzac

c/o Credit Suisse Asset Management, LLC

Attn: General Counsel Eleven Madison Avenue

New York, New York 10010

Year of Birth:  1941

 

Trustee, Nominating Committee Member and Audit Committee Chairman

 

Since 2005

 

Professor of Finance and Economics, Graduate School of Business, Columbia University since 1971.

 

32

 

Director of Epoch Holding Corporation (an investment management and investment advisory services company); Director of The Adams Express Company (a closed-end investment company); Director of Petroleum and Resources Corporation (a closed-end investment company)

 

 

 

 

 

 

 

 

 

 

 

Jeffrey E. Garten

Box 208200

New Haven, Connecticut

06520-8200

Year of Birth:  1946

 

Trustee, Nominating and Audit Committee Member

 

Since 1998(2)

 

The Juan Trippe Professor in the Practice of International Trade, Finance and Business from July 2005 to present; Partner and Chairman of Garten Rothkopf (consulting firm) from October 2005 to present; Dean of Yale School of Management from November 1995 to June 2005.

 

25

 

Director of Aetna, Inc. (insurance company); Director of CarMax Group (used car dealers)

 

 

 

 

 

 

 

 

 

 

 

Peter F. Krogh

SFS/ICC 702

Georgetown University

Washington, DC 20057

Year of Birth:  1937

 

Trustee, Nominating and Audit Committee Member

 

Since 2001

 

Dean Emeritus and Distinguished Professor of International Affairs at the Edmund A. Walsh School of Foreign Service, Georgetown University from June 1995 to present.

 

25

 

Director of Carlisle Companies Incorporated (diversified manufacturing company)

 

44



 

Name, Address and
Year of Birth

 

Position(s)
Held with
Trust

 

Term of
Office(1)
and
Length of
Time
Served

 

Principal Occupation(s)
During Past Five Years

 

Number
of
Portfolios
in Fund
Complex
Overseen
by
Trustee/
Officer

 

Other
Directorships
Held by
Trustee/Officer

Steven N. Rappaport

Lehigh Court LLC

555 Madison Ave.

29th Floor

New York, NY 10022

Year of Birth: 1948

 

Chairman of the Board of Trustees; Nominating Committee Chairman and Audit Committee Member

 

Trustee since 1999 and Chairman since 2005

 

Partner of Lehigh Court, LLC and RZ Capital (private investment firms) from July 2002 to present.

 

32

 

Director of iCAD, Inc. (surgical and medical instruments and apparatus company); Director of Presstek, Inc. (digital imaging technologies company); Director of Wood Resources, LLC (plywood manufacturing company)

 


(1)                                  Each Trustee and Officer serves until his or her respective successor has been duly appointed and qualified.

 

(2)                                  Mr. Garten was initially appointed as a Trustee of the Trust on February 6, 1998.  He resigned as Trustee on February 3, 2000 and was subsequently re-appointed on December 21, 2000.

 

Name, Address and
Year of Birth

 

Position(s)
Held with
Trust

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During Past Five
Years

Officers

 

 

 

 

 

 

 

 

 

 

 

 

 

George R. Hornig(3)
c/o Credit Suisse Asset Management, LLC

Eleven Madison Avenue

New York, New York 10010

Year of Birth: 1954

 

Chief Executive Officer and President

 

Since 2008

 

Managing Director of Credit Suisse; Co-Chief Operating Officer of Asset Management and Head of Asset Management Americas; Associated with Credit Suisse since 1999; Officer of other Credit Suisse Funds

 

 

 

 

 

 

 

Michael A. Pignataro

Credit Suisse Asset Management, LLC

Eleven Madison Avenue

New York, New York 10010

Year of Birth:  1959

 

Chief Financial Officer

 

Since 1999

 

Director and Director of Fund Administration of Credit Suisse; Associated with Credit Suisse or its predecessors since 1984; Officer of other Credit Suisse Funds

 

45



 

Name, Address and
Year of Birth

 

Position(s)
Held with
Trust

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During Past Five
Years

Emidio Morizio

Credit Suisse Asset Management, LLC

One Madison Avenue

New York, New York 10010

Year of Birth: 1966

 

Chief Compliance Officer

 

Since 2004

 

Director and Global Head of Compliance of Credit Suisse; Associated with Credit Suisse since July 2000; Officer of other Credit Suisse Funds

 

 

 

 

 

 

 

J. Kevin Gao

Credit Suisse Asset Management, LLC

Eleven Madison Avenue

New York, New York 10010

Year of Birth: 1967

 

Vice President, Secretary and Chief Legal Officer (since 2006)

 

Since 2004

 

Director and Legal Counsel of Credit Suisse; Associated with Credit Suisse since July 2003; Associated with the law firm of Willkie Farr & Gallagher LLP from 1998 to 2003; Officer of other Credit Suisse Funds

 

 

 

 

 

 

 

Cecilia Chau

Credit Suisse Asset Management, LLC

Eleven Madison Avenue

New York, New York 10010

Year of Birth: 1973

 

Treasurer

 

Since 2008

 

Vice President of Credit Suisse since January 2009; Assistant Vice President of Credit Suisse from June 2007 to December 2008; Associated with Alliance Bernstein L.P. from January 2007 to May 2007; Associated with Credit Suisse or its predecessors from August 2000 to December 2006; Officer of other Credit Suisse Funds

 


(3)                                  Effective June 1, 2008, George R. Hornig was appointed as Chief Executive Officer and President of the Trust.

 

Ownership in Securities of the Trust and Trust Complex

 

As reported to the Trust, the information in the following table reflects the beneficial ownership by the Trustees of certain securities as of December 31, 2008.

 

Name of Trustee

 

Dollar Range of Equity Securities in
the Trust*,(1)

 

Aggregate Dollar Range of Equity
Securities in all Registered
Investment Companies Overseen by
Trustee in Family of Investment
Companies*, (1)

Independent Trustees

 

 

 

 

 

 

 

 

 

Enrique R. Arzac

 

A

 

E

 

 

 

 

 

Jeffrey E. Garten

 

A

 

B

 

 

 

 

 

Peter F. Krogh

 

A

 

E

 

 

 

 

 

Steven N. Rappaport

 

A

 

E

 

 

46



 


* Key to Dollar Ranges:

A.    None

B.    $1 - $10,000

C.    $10,001 - $50,000

D.    $50,001 - $100,000

E.     Over $100,000

(1)           Beneficial ownership is determined in accordance with Rule 16a-1(a)(2) under the Securities Exchange Act of 1934.

 

Committees and Meetings of Trustees

 

The Trust’s Board has an Audit Committee and a Nominating Committee.  The members of the Audit Committee and the Nominating Committee consist of all the Trustees who are not “interested persons” of the Trust as defined in the 1940 Act (“Independent Trustees”), namely Messrs. Arzac, Garten, Krogh and Rappaport.

 

In accordance with its written charter adopted by the Board, the Audit Committee (a) assists Board oversight of the integrity of each Portfolio’s financial statements, the independent registered public accounting firm’s qualifications and independence, each Portfolio’s compliance with legal and regulatory requirements and the performance of each Portfolio’s independent registered public accounting firm; (b) prepares an audit committee report, if required by the SEC, to be included in the each Portfolio’s annual proxy statement, if any; (c) oversees the scope of the annual audit of each Portfolio’s financial statements, the quality and objectivity of each Portfolio’s financial statements, each Portfolio’s accounting and financial reporting policies and its internal controls; (d) determines the selection, appointment, retention and termination of each Portfolio’s independent registered public accounting firm, as well as approving the compensation thereof; (e) pre-approves all audit and non-audit services provided to each Portfolio and certain other persons by such independent registered public accounting firm; and (f) acts as a liaison between each Portfolio’s independent registered public accounting firm and the full Board.  The Audit Committee met three times during the fiscal year ended December 31, 2008.

 

In accordance with its written charter adopted by the Board, the Nominating Committee recommends to the Board persons to be nominated by the Board for election at the Trust’s meetings of shareholders, special or annual, if any, or to fill any vacancy on the Board that may arise between shareholder meetings.  The Nominating Committee also makes recommendations with regard to the tenure of Board members and is responsible for overseeing an annual evaluation of the Board and its committee structure to determine whether such structure is operating effectively.  The Nominating Committee met two times during the fiscal year ended December 31, 2008.

 

The Nominating Committee will consider for nomination to the Board candidates submitted by the Trust’s shareholders or from other sources it deems appropriate.  Any recommendation should be submitted to the Trust’s Secretary, c/o Credit Suisse Asset Management, LLC, Eleven Madison Avenue, New York, New York 10010.  Any submission should include at a minimum the following information: the name, age, business address, residence address and principal occupation or employment of such individual, the class, series and number of shares of the Trust that are beneficially owned by such individual, the date such

 

47



 

shares were acquired and the investment intent of such acquisition, whether such shareholder believes such individual is, or is not, an “interested person” of the Trust (as defined in the 1940 Act), and information regarding such individual that is sufficient, in the Committee’s discretion, to make such determination, and all other information relating to such individual that is required to be disclosed in solicitation of proxies for election of directors in an election contest (even if an election contest is not involved) or is otherwise required pursuant to the rules for proxy materials under the Exchange Act.  If the Trust is holding a shareholder meeting, any such submission, in order to be included in the Trust’s proxy statement, should be made no later than the 120 th  calendar day before the date the Trust’s proxy statement was released to security holders in connection with the previous year’s annual meeting or, if the Trust has changed the meeting date by more than 30 days or if no meeting was held the previous year, within a reasonable time before the Trust begins to print and mail its proxy statement.

 

No employee of Credit Suisse, Credit Suisse’s affiliates in the United Kingdom, Japan and Australia, State Street Bank and Trust Company (“State Street”) and CSAMSI, the Trust’s co-administrators, or any of their affiliates receives any compensation from the Trust for acting as an officer or Trustee of the Trust.

 

Each Trustee of the Trust who is not a director, trustee, officer or employee of Credit Suisse, State Street, CSAMSI or any of their affiliates receives an annual fee of $1,500 per Portfolio and $200 for each meeting of the Board attended by him for his services as Trustee of the Trust and is reimbursed for expenses incurred in connection with his attendance at Board meetings.  The Independent Chairman receives an additional annual fee of $25,000.  Each member of the Audit Committee receives a fee of $200 per meeting per Portfolio, and the Chairman of the Audit Committee receives an additional $7,500 for serving on the Audit Committee of the Trust.

 

Mr. Rappaport has informed the Portfolios that his former employer, Loanet, Inc. (“Loanet”), had performed loan processing services for various Credit Suisse Group entities (not including Credit Suisse).  He indicated that Loanet billed Credit Suisse Group entities approximately $1,700,000 and $2,300,000 during the years ended December 31, 2000 and 2001, respectively.  Prior to May 31, 2001 Mr. Rappaport was President and a director of Loanet, and held an approximately 25% equity interest in Loanet.  Another investor in Loanet owned an approximately 67% interest and was in control of Loanet until May 31, 2001.  On May 31, 2001, Loanet was sold to SunGard Data Systems, Inc. (“SunGard”).  Mr. Rappaport sold his shares to SunGard, but remained President of Loanet until December 31, 2001.  Mr. Rappaport remained at Loanet for a nominal salary until July 31, 2002 but had no formal position.

 

48



 

Trustees’ Compensation

(for the fiscal year ended December 31, 2008)

 

 

 

Independent Trustees

 

Interested
Trustee

 

 

 

Enrique R.
Arzac

 

Jeffrey E.
Garten

 

Peter F.
Krogh

 

Steven N.
Rappaport

 

Michael E.
Kenneally(1)

 

U.S. Equity Flex I Portfolio

 

$

3,200

 

$

2,900

 

$

2,900

 

$

3,900

 

$

2,300

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Equity Flex II Portfolio

 

$

3,200

 

$

2,900

 

$

2,900

 

$

3,900

 

$

2,300

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Equity Flex III Portfolio

 

$

3,200

 

$

2,900

 

$

2,900

 

$

3,900

 

$

2,300

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Equity Flex IV Portfolio

 

$

3,200

 

$

2,900

 

$

2,900

 

$

3,900

 

$

2,300

 

 

 

 

 

 

 

 

 

 

 

 

 

International Equity Flex I Portfolio

 

$

3,200

 

$

2,900

 

$

2,900

 

$

3,900

 

$

2,300

 

 

 

 

 

 

 

 

 

 

 

 

 

International Equity Flex II Portfolio

 

$

3,400

 

$

3,100

 

$

3,100

 

$

4,100

 

$

2,500

 

 

 

 

 

 

 

 

 

 

 

 

 

International Equity Flex III Portfolio

 

$

3,200

 

$

2,900

 

$

2,900

 

$

3,900

 

$

2,300

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Compensation from all Investment Companies in Credit Suisse Fund Complex

 

$

245,450

 

$

74,350

 

$

71,150

 

$

227,950

 

$

57,950

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Number of Funds for Which Trustee Serves within Fund Complex

 

32

 

25

 

25

 

32

 

None

 

 


(1)            Mr. Kenneally resigned from the Board effective December 31, 2008.

 

As of April 2, 2009, no Trustees or officers of the Trust owned more than 1% of the outstanding shares of the Portfolios.

 

Proxy Voting Policy

 

The Trust has adopted Credit Suisse’s Proxy Voting Policy and Procedures as its proxy voting policy.  The Proxy Voting Policy and Procedures appear as Appendix A to this Statement of Additional Information .  The Trust files Form N-PX with its complete proxy voting

 

49



 

record for the 12 months ended June 30 of each year, not later than August 31 of each year.  The Trust’s Form N-PX is available (1) without charge and upon request by calling the Trust toll-free at 800-927-2874 or through Credit Suisse’s website, www.credit-suisse.com/us and (2) on the SEC’s website at http://www.sec.gov.

 

Disclosure of Portfolio Holdings

 

Each Portfolio’s Board has adopted policies and procedures governing the disclosure of information regarding its portfolio holdings.  As a general matter, it is each Portfolio’s policy that no current or potential investor (or their representative) (collectively, the “Investors”) will be provided information on the Portfolio’s portfolio holdings on a preferential basis in advance of the provision of that information to other Investors.  Each Portfolio’s policies apply to all of the Portfolio’s service providers that, in the ordinary course of their activities, come into possession of information about the Portfolio’s portfolio holdings.

 

Each Portfolio’s policies and procedures provide that information regarding the Portfolio’s specific security holdings, sector weightings, geographic distribution, issuer allocations and related information, among other things (“Portfolio-Related Information”) will be disclosed to the public only (i) as required by applicable laws, rules or regulations or (ii) pursuant to the Portfolio’s policies and procedures when the disclosure of such information is considered by the Portfolio’s officers to be consistent with the interests of Portfolio shareholders.  In the event of a conflict of interest between a Portfolio, on the one hand, and a service provider or their affiliates on the other hand, relating to the possible disclosure of Portfolio-Related Information, the Portfolio’s officers will seek to resolve any conflict of interest in favor of the Portfolio’s interests.  In the event that a Portfolio officer is unable to resolve such conflict, the matter will be referred to the Portfolio’s Audit Committee for resolution.

 

Each Portfolio’s policies further provide that in some instances, it may be appropriate for the Portfolio to selectively disclose its Portfolio-Related Information ( e.g. , for due diligence purposes to a newly hired adviser or sub-adviser, or disclosure to a rating agency) prior to public dissemination of such information.  Unless the context clearly suggests that the recipient is under a duty of confidentiality, the Portfolio’s officers will condition the receipt of selectively disclosed Portfolio-Related Information upon the receiving party’s agreement to keep such information confidential and to refrain from trading Portfolio shares based on the information.

 

Neither a Portfolio, the Adviser, officers of the Portfolio nor employees of its service providers will receive any compensation in connection with the disclosure of Portfolio-Related Information.  However, each Portfolio reserves the right to charge a nominal processing fee, payable to the Portfolio, to nonshareholders requesting Portfolio-Related Information.  This fee is designed to offset the Portfolio’s costs in disseminating data regarding such information.  All Portfolio-Related Information will be based on information provided by State Street, as each Portfolio’s co-administrator/accounting agent.

 

Disclosure of Portfolio-Related Information may be authorized only by executive officers of a Portfolio, Credit Suisse and CSAMSI.  Each Portfolio’s Board is responsible for overseeing the implementation of the policies and procedures governing the disclosure of

 

50



 

Portfolio-Related Information and reviews the policies annually for their continued appropriateness.

 

Each Portfolio provides a full list of its holdings as of the end of each calendar month on its website, www.credit-suisse.com/us, approximately 10 business days after the end of each month.   The list of holdings as of the end of each calendar month remains on the website until the list of holdings for the following calendar month is posted to the website.

 

Each Portfolio and Credit Suisse have ongoing arrangements to disclose Portfolio-Related Information to service providers to the Portfolio that require access to this information to perform their duties to the Portfolio.  Set forth below is a list, as of April 2, 2009, of those parties with which Credit Suisse, on behalf of each Portfolio, has authorized ongoing arrangements that include the release of Portfolio-Related Information, as well as the frequency of release under such arrangements and the length of the time lag, if any, between the date of the information and the date on which the information is disclosed.

 

Recipient

 

Frequency

 

Delay before dissemination

State Street (custodian, accounting agent, co-administrator and securities lending agent)

 

Daily

 

None

 

 

 

 

 

Institutional Shareholder Services (proxy voting service and filing of class action claims)

 

As necessary

 

None

 

 

 

 

 

Interactive Data Corp. (pricing service)

 

Daily

 

None

 

 

 

 

 

Boston Financial Data Services, Inc. (“BFDS”) (transfer agent)

 

As necessary

 

None

 

In addition, Portfolio-Related Information may be provided as part of each Portfolio’s ongoing operations to: the Portfolio’s Board; PricewaterhouseCoopers LLP, its independent registered public accounting firm (“PwC”); Willkie Farr & Gallagher LLP, counsel to the Portfolio; Drinker Biddle & Reath LLP, counsel to the Portfolio’s Independent Trustees; broker-dealers in connection with the purchase or sale of Portfolio securities or requests for price quotations or bids on one or more securities; regulatory authorities; stock exchanges and other listing organizations; and parties to litigation, if any.  The entities to which a Portfolio provides Portfolio-Related Information, either by explicit agreement or by virtue of the nature of their duties to the Portfolio, are required to maintain the confidentiality of the information disclosed.

 

51



 

On an ongoing basis, each Portfolio may provide Portfolio-Related Information to third parties, including the following: mutual fund evaluation services; broker-dealers, investment advisers and other financial intermediaries for purposes of their performing due diligence on the Portfolio and not for dissemination of this information to their clients or use of this information to conduct trading for their clients; mutual fund data aggregation services; sponsors of retirement plans that include funds advised by Credit Suisse; and consultants for investors that invest in funds advised by Credit Suisse, provided in each case that the Portfolio has a legitimate business purpose for providing the information and the third party has agreed to keep the information confidential and to refrain from trading based on the information.  The entities that receive this information are listed below, together with the frequency of release and the length of the time lag, if any, between the date of the information and the date on which the information is disclosed:

 

Recipient

 

Frequency

 

Delay before dissemination

Lipper

 

Monthly

 

5 th  business day of following month

 

 

 

 

 

S&P

 

Monthly

 

2 nd  business day of following month

 

 

 

 

 

Thomson Financial/Vestek

 

Quarterly

 

5 th  business day of following month

 

Each Portfolio may also disclose to an issuer the number of shares of the issuer (or percentage of outstanding shares) held by the Portfolio.

 

The ability of each Portfolio, the Adviser and CSAMSI, as the co-administrator of each Portfolio, to effectively monitor compliance by third parties with their confidentiality agreements is limited, and there can be no assurance that each Portfolio’s policies on disclosure of Portfolio-Related Information will protect the Portfolio from the potential misuse of that information by individuals or firms in possession of that information.

 

Investment Advisers and Co-Administrators

 

Credit Suisse Asset Management, LLC, located at Eleven Madison Avenue, New York, New York 10010, is part of the asset management business of Credit Suisse, one of the world’s leading banks. Credit Suisse provides its clients with investment banking, private banking and asset management services worldwide. The asset management business of Credit Suisse is comprised of a number of legal entities around the world that are subject to distinct regulatory requirements.

 

The Advisory Agreement between each Portfolio and Credit Suisse has an initial term of two years and continues in effect from year to year thereafter if such continuance is specifically approved at least annually by the vote of a majority of the Independent Trustees cast in person at a meeting called for the purpose of voting on such approval, and either by a vote of

 

52



 

the Portfolio’s Board by a majority of the Portfolio’s outstanding voting securities, as defined in the 1940 Act.

 

Pursuant to each Advisory Agreement, subject to the supervision and direction of the Board, Credit Suisse is responsible for managing each Portfolio in accordance with the Portfolio’s stated investment objective and policies.  Credit Suisse is responsible for providing investment advisory services as well as conducting a continual program of investment, evaluation and, if appropriate, sale and reinvestment of the Portfolio’s assets.  In addition to expenses that Credit Suisse may incur in performing its services under the Advisory Agreement, Credit Suisse pays the compensation, fees and related expenses of all Trustees who are affiliated persons of Credit Suisse or any of its subsidiaries.

 

Each Portfolio bears certain expenses incurred in its operation, including: investment advisory and administration fees; taxes, interest, brokerage fees and commissions, if any; fees of Trustees of the Portfolio who are not officers, directors, or employees of Credit Suisse or affiliates of any of them; fees of any pricing service employed to value shares of the Portfolio; SEC fees, state Blue Sky qualification fees and any foreign qualification fees; charges of custodians and transfer and dividend disbursing agents; the Portfolio’s proportionate share of insurance premiums; outside auditing and legal expenses; costs of maintenance of the Portfolio’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 Portfolio and of the officers or Board of the Portfolio; and any extraordinary expenses.

 

General expenses of the Portfolios not readily identifiable as belonging to a particular Portfolio are allocated among all Credit Suisse Funds by or under the direction of the Trust’s Board of Trustees in such manner as the Board determines to be fair and accurate.

 

Each Advisory Agreement provides that Credit Suisse shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Portfolio in connection with the matters to which the Agreement relates, except that Credit Suisse shall be liable for a loss resulting from a breach of fiduciary duty by Credit Suisse with respect to the receipt of compensation for services; provided that nothing in the Advisory Agreement shall be deemed to protect or purport to protect Credit Suisse against any liability to the Portfolio or to shareholders of the Portfolio to which Credit Suisse 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 Credit Suisse’s reckless disregard of its obligations and duties under the Advisory Agreement.

 

Each Portfolio or Credit Suisse may terminate the Advisory Agreement on 60 days’ written notice without penalty.  The Advisory Agreement will terminate automatically in the event of its assignment (as defined in the 1940 Act).

 

For the services provided by Credit Suisse, each Portfolio pays Credit Suisse a fee calculated at an annual rate equal to a percentage of its average daily net assets, as follows:

 

53



 

Portfolio

 

Rate of Advisory Fee

 

U.S. Equity Flex I

 

0.70

%

U.S. Equity Flex II

 

0.50

%

U.S. Equity Flex III

 

0.70

%

U.S. Equity Flex IV

 

0.50

%

International Equity Flex I

 

1.00

%

International Equity Flex II

 

1.25

%

International Equity Flex III

 

1.00

%

 

For the International Equity Flex III Portfolio, from October 1, 2006 to May 1, 2009, the Portfolio paid a management fee that consisted of two components: (1) a monthly base management fee calculated by applying a fixed rate of 1.20% (“Base Fee”) plus or minus (2) a performance fee adjustment calculated by applying a variable rate of up to 0.20% (positive or negative) to average daily net assets during the applicable performance measurement period.  The actual rate of the performance fee adjustment was based on the portfolio’s performance relative to its previous benchmark index, the MSCI Emerging Markets Free Index, as follows:

 

Annualized Return (Net of Expenses) Relative to MSCI Index

 

>2.00%

 

2.00% to 1.00%

 

1.00% to 0.00%

 

0.00% to
-1.00%

 

-1.00% to
-2.00%

 

>-2.00%

 

 

 

 

 

 

 

 

 

 

 

 

 

Performance Adjustment

 

+0.20%

 

+0.10%

 

None

 

None

 

-0.10%

 

-0.20%

 

The performance fee adjustment went into effect on October 1, 2007.  Based on performance as of December 31, 2008, the Portfolio’s advisory fee was comprised of a base fee of 1.20% and a performance adjustment of (0.31)%.

 

Credit Suisse has contractually agreed to waive a portion of its fee for the International Equity Flex III Portfolio, so that the Portfolio’s annual management fee equals 1.00% of its average daily net assets. This arrangement will be terminated upon the adoption of amended and restated Advisory Agreement pursuant to which the International Equity Flex III Portfolio’s fee will be calculated at an annual rate, as a percentage of average daily net assets, equal to the lesser of (i) 1.00% or (ii) the Base Fee minus a performance fee adjustment calculated by applying a rate of -0.20% to average daily net assets during the applicable performance measurement period.  It is expected that the Board of Trustees will consider the amended and restated Advisory Agreement for the International Equity Flex III Portfolio at its next meeting.

 

54



 

Advisory Fees paid to Credit Suisse for fiscal year ended December 31
(portion of fees waived, if any, are noted in the next column to the amount earned)

 

 

 

2006

 

2007

 

2008

 

Portfolio

 

Fees Paid
(Before
Waiver)

 

Amount
Waived

 

Fees Paid
(Before
Waiver)

 

Amount
Waived

 

Fees Paid
(Before
Waiver)

 

Amount
Waived

 

Amount
Reimbursed

 

U.S. Equity Flex I

 

$

4,427,559

 

$

0

 

$

2,557,759

 

$

0

 

$

1,521,315

 

$

0

 

$

0

 

U.S. Equity Flex II

 

$

420,848

 

$

(32,261

)

$

274,057

 

$

0

 

$

146,776

 

$

0

 

$

0

 

U.S. Equity Flex III

 

$

304,155

 

$

(46,309

)

$

203,735

 

$

(9,513

)

$

141,916

 

$

(22,966

)

$

0

 

U.S. Equity Flex IV

 

$

55,091

 

$

(55,091

)

$

57,067

 

$

(53,080

)

$

45,885

 

$

(45,885

)

$

(53,291

)

International Equity Flex I

 

$

945,880

 

$

(39,638

)

$

953,530

 

$

(7,632

)

$

739,849

 

$

0

 

$

0

 

International Equity Flex II

 

$

1,629,855

 

$

(211,631

)

$

1,339,060

 

$

(225,230

)

$

765,229

 

$

(535,807

)

$

0

 

International Equity Flex III

 

$

2,653,175

 

$

(487,030

)

$

2,283,972

 

$

(393,539

)*

$

1,395,384

 

$

(651,664

)**

$

0

 

 


* Amount waived also includes a performance fee adjustment of $99,384.
** Amount waived also includes a performance fee adjustment of $362,017.

 

Sub-Advisory Agreements

 

Prior to May 1, 2009, each of the International Portfolios had been a party to Sub-Investment Advisory Agreements with Credit Suisse and Credit Suisse’s London affiliate, Credit Suisse Asset Management Limited (London) (“Credit Suisse U.K.”), and Credit Suisse’s Australian affiliate, Credit Suisse Australia.  In addition, the International Equity Flex II Portfolio had been a party to a Sub-Investment Advisory Agreement, effective from April 1, 2006 until March 31, 2008, with Credit Suisse’s Japanese affiliate, Credit Suisse Asset Management Limited (Japan) (“Credit Suisse Japan”).  Each of Credit Suisse U.K., Credit Suisse Australia and Credit Suisse Japan may be referred to as a “Sub-Adviser.”

 

Subject to the supervision of Credit Suisse, Credit Suisse U.K. and Credit Suisse Australia, in the exercise of its best judgment, provided investment advisory assistance and portfolio management advice to the Portfolios in accordance with the investment objectives of the Portfolios, the Portfolios’ Prospectuses and Statement of Additional Information , as from time to time in effect, and in such manner and to such extent as from time to time was approved by the Board.  Each Sub-Adviser bore its own expenses incurred in performing services under its Sub-Advisory Agreement.

 

Credit Suisse U.K. served as a sub-adviser to the International Equity Flex I Portfolio and the International Equity Flex II Portfolio from May 1, 2002 until April 30, 2009 and to the International Equity Flex III Portfolio from July 14, 2000 until April 30, 2009.  Credit Suisse U.K. is a corporation organized under the laws of England in 1982 and is registered as an  

 

55



 

investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The principal executive office of Credit Suisse U.K. is One Cabot Square, London, U.K. E14 4QJ. Credit Suisse U.K. is a diversified asset manager, handling global equity, balanced, fixed income and derivative securities accounts for other investment companies, corporate pension and profit-sharing plans, state pension funds, union funds, endowments and other charitable institutions. Credit Suisse U.K. has been in the money management business for over 20 years.

 

From October 9, 2002 until September 30, 2008, Credit Suisse Australia served as a sub-adviser to the International Portfolios.  Credit Suisse Australia was registered as a company under the Laws of Victoria, Australia on September 15, 1989.  Credit Suisse Australia is licensed as a securities dealer and operator of managed investment schemes under the Australian Corporations Act of 2001 and is an investment adviser under the Advisers Act.  The registered office of Credit Suisse Australia is Level 31 Gateway, 1 Macquarie Place, Sydney NSW 2000, Australia.  Credit Suisse Australia is a diversified asset manager, specializing in equity, fixed income and balanced portfolio management for a range of clients including pension funds, government agencies and large companies as well as private individuals.  Credit Suisse Australia has been in the funds management business for over 17 years.

 

From April 1, 2006 until March 31, 2008, Credit Suisse Japan served as a sub-adviser to the International Equity Flex II Portfolio.  Credit Suisse Japan is a corporation organized under the laws of Japan in 1993 and licensed as an investment adviser under the Japanese Investment Advisory Law and as an investment trust manager under the Japanese Trust Law.  Credit Suisse Japan is also registered as an investment adviser under the Advisers Act.  The principal executive office of Credit Suisse Japan is Izumi Garden Tower Level 27 6-1, Roppongi 1-Chome, Minato-ku, Tokyo 106-6024 Japan.  Credit Suisse Japan is a diversified asset manager, handling global equity, balanced, fixed income and derivative securities accounts for other investment companies, corporate pension and profit-sharing plans, state pension funds, union funds, endowments and other charitable institutions.  Credit Suisse Japan, together with its predecessor company, has been in money management business for over 20 years.

 

Under the Sub-Advisory Agreement with Credit Suisse U.K., Credit Suisse (not the Portfolios) paid Credit Suisse U.K. a fee equal to 50% of the fee that Credit Suisse was paid by each Portfolio as investment adviser, after any fee waivers and/or expense reimbursements by Credit Suisse, voluntary or contractual, but before payments to any Sub-Adviser (the “Sub-Advisory Fee”), one quarter of which was payable in U.S. dollars in arrears on the last business day of each calendar quarter.  If the Sub-Advisory Fee was decreased for any reason and at any time, the Sub-Adviser was paid 50% of such decreased fee.  Prior to August 15, 2007, Credit Suisse U.K. received an annual fee of $250,000 for services rendered with respect to the Portfolios and all other Credit Suisse Funds for which Credit Suisse U.K. had been appointed to act as such.  The portion of the fee allocated with respect to each Portfolio was equal to the product of (a) the total fee and (b) a fraction, (i) the numerator of which is the average monthly assets of a Portfolio during such calendar quarter or portion thereof and (ii) the denominator of which is the aggregate average monthly assets of the Portfolio and certain other Credit Suisse Funds for which Credit Suisse U.K. had been appointed to act as sub-adviser during such calendar quarter or portion thereof.  For the fiscal years ended December 31, 2006, 2007 and 2008, the portion of the fees allocable to the Portfolios for Credit Suisse U.K. were as follows:

 

56



 

Credit Suisse U.K.

 

Portfolio

 

2006

 

2007

 

2008

 

International Equity Flex I

 

$

16,593

 

$

172,880

 

$

369,924

 

International Equity Flex II

 

$

22,785

 

$

159,064

 

$

143,508

 

International Equity Flex III  

 

$

37,848

 

$

360,470

 

$

524,099

 

 

Under the Sub-Advisory Agreement with Credit Suisse Australia, Credit Suisse (not the Portfolio) paid Credit Suisse Australia the Sub-Advisory Fee, one quarter of which was payable in U.S. dollars in arrears on the last business day of each calendar quarter.  If the Sub-Advisory Fee was decreased for any reason and at any time, the Sub-Adviser was paid 50% of such decreased fee.  For the fiscal years ended December 31, 2006, 2007 and 2008, the portion of the fees allocable to the Portfolios for Credit Suisse Australia were as follows:

 

Credit Suisse Australia

 

Portfolio

 

2006

 

2007

 

2008

 

International Equity Flex I

 

$

43,895

 

$

51,103

 

$

48,869

 

International Equity Flex II

 

$

60,275

 

$

55,908

 

$

41,043

 

International Equity Flex III

 

$

100,092

 

$

98,252

 

$

78,560

 

 

From April 1, 2006 until March 31, 2008, Credit Suisse Japan served as a Sub-Adviser to the International Equity Flex II Portfolio.  Credit Suisse (not the Portfolio) paid Credit Suisse Japan the Sub-Advisory Fee, one quarter of which was payable in U.S. dollars in arrears on the last business day of each calendar quarter.  If the Sub-Advisory Fee was decreased for any reason and at any time, the Sub-Adviser was paid 50% of such decreased fee.  For the fiscal years ended December 31, 2006, 2007 and 2008, the portion of fees allocable to the Portfolio for Credit Suisse Japan were as follows:

 

57



 

Credit Suisse Japan

 

Portfolio

 

2006

 

2007

 

2008

 

International Equity Flex II

 

$

106,660

 

$

111,383

 

$

11,074

 

 

Each Sub-Advisory Agreement had an initial term of two years and continued in effect from year to year thereafter if such continuance was specifically approved at least annually by the vote of a majority of the Independent Trustees cast in person at a meeting called for the purpose of voting on such approval, and either by a vote of the Trust’s Board of Trustees or by a majority of the Portfolio’s outstanding voting securities, as defined in the 1940 Act.  Each Sub-Advisory Agreement provided that the Sub-Adviser shall exercise its best judgment in rendering the services described in the Sub-Advisory Agreement and that the Sub-Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by a Portfolio or Credit Suisse in connection with the matters to which the Agreement relates, except that the Sub-Adviser shall be liable for a loss resulting from a breach of fiduciary duty by the Sub-Adviser with respect to the receipt of compensation for services; provided that nothing in the Sub-Advisory Agreement shall be deemed to protect or purport to protect the Sub-Adviser against any liability to the Portfolio or Credit Suisse or to shareholders of the Portfolio to which the Sub-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 Sub-Adviser’s reckless disregard of its obligations and duties under this Agreement.  Each Sub-Advisory Agreement was able to be terminated without penalty on 60 days’ written notice by the Portfolio, Credit Suisse or the Sub-Adviser and terminated automatically in the event of its assignment (as defined in the 1940 Act).

 

58



 

Portfolio Manager

 

Portfolio Manager’s Compensation

 

Credit Suisse’s compensation to Jordan Low, portfolio manager of the Portfolios, includes both a fixed base salary component and bonus component.  The discretionary bonus for the portfolio manager is not tied by formula to the performance of any portfolio or account.  The factors taken into account in determining the portfolio manager’s bonus include the Portfolio’s performance, assets held in the Portfolio and other accounts managed by the portfolio manager, business growth, team work, management, corporate citizenship, etc.

 

A portion of the bonus may be paid in phantom shares of Credit Suisse Group stock as deferred compensation.  Phantom shares are shares representing an unsecured right to receive on a particular date a specified number of registered shares subject to certain terms and conditions.  A portion of the bonus will receive the notional return of the portfolio(s) the portfolio manager manages and a portion of the bonus will receive the notional return of a basket of other Credit Suisse funds along the product line of the portfolio manager.

 

Like all employees of Credit Suisse, the portfolio manager participates in Credit Suisse’s profit sharing and 401(k) plans.

 

Potential Conflicts of Interest

 

It is possible that conflicts of interest may arise in connection with the portfolio manager’s management of the Portfolio’s investments on the one hand and the investments of other accounts on the other. For example, the portfolio manager may have conflicts of interest in allocating management time, resources and investment opportunities among the Portfolio and other accounts he advises. In addition due to differences in the investment strategies or restrictions between the Portfolio and the other accounts, the portfolio manager may take action with respect to another account that differs from the action taken with respect to the Portfolio.  Credit Suisse has adopted policies and procedures that are designed to minimize the effects of these conflicts.

 

If Credit Suisse believes that the purchase or sale of a security is in the best interest of more than one client, it may (but is not obligated to) aggregate the orders to be sold or purchased to seek favorable execution or lower brokerage commissions, to the extent permitted by applicable laws and regulations.  Credit Suisse may aggregate orders if all participating client accounts benefit equally (i.e., all receive an average price of the aggregated orders). In the event Credit Suisse aggregates an order for participating accounts, the method of allocation will generally be determined prior to the trade execution. Although no specific method of allocation of transactions (as well as expenses incurred in the transactions) is expected to be used, allocations will be designed to ensure that over time all clients receive fair treatment consistent with Credit Suisse’s fiduciary duty to its clients (including its duty to seek to obtain best execution of client trades). The accounts aggregated may include registered and unregistered investment companies managed by Credit Suisse’s affiliates and accounts in which Credit Suisse’s officers, directors, agents, employees or affiliates own interests. Applicant may not be able to aggregate securities transactions for clients who direct the use of a particular broker-dealer,

 

59



 

and the client also may not benefit from any improved execution or lower commissions that may be available for such transactions.

 

Portfolio Manager’s Ownership of Securities

 

Name of Trustee

 

Dollar Range of Equity Securities in
the U.S. Equity Flex IV Portfolio*,
(1)

 

Jordan Low

 

C

 

 


* Key to Dollar Ranges:

A.    None

B.    $1 - $10,000

C.    $10,001 - $50,000

D.    $50,001 - $100,000

E.     Over $100,000

 

(1)           Beneficial ownership is determined in accordance with Rule 16a-1(a)(2) under the Securities Exchange Act of 1934.

 

The portfolio manager does not beneficially own securities of any other Portfolio.

 

Registered Investment Companies, Pooled Investment Vehicles and Other Accounts Managed

 

As reported to the Trust, the information in the following table reflects the number of registered investment companies, pooled investment vehicles and other accounts managed by the portfolio manager and the total assets managed within each category as of December 31, 2008.

 

 

 

Registered Investment
Companies

 

Other Pooled Investment
Vehicles

 

Other Accounts

 

Name

 

Number
of
Accounts

 

Total Assets

 

Number of
Accounts

 

Total Assets

 

Number of
Accounts

 

Total Assets

 

Jordan Low

 

9

 

$

583,200,000

 

0

 

N/A

 

6

 

$

1,188,300,000

 

 

No advisory fee is paid based on performance for any of the accounts listed above.

 

Co-Administration Agreements

 

CSAMSI and State Street Bank and Trust Company (“State Street”) serve as co-administrators to each Portfolio pursuant to separate written agreements with the Portfolio (the “CSAMSI Co-Administration Agreement” and the “State Street Co-Administration Agreement,” respectively).

 

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Effective December 31, 2006, for the services provided by CSAMSI under the CSAMSI Co-Administration Agreement, each Portfolio pays CSAMSI a fee calculated daily and paid monthly at the annual rate of 0.09% of the Portfolio’s average daily net assets.

 

Effective January 1, 2007, for the services provided by State Street under the State Street Co-Administration Agreement, each Portfolio pays State Street a fee calculated at the annual rate of its pro-rated share of 0.05% of the first $5 billion in average daily net assets of the Credit Suisse Funds Complex (the “Fund Complex”), 0.03% of the Fund Complex’s next $5 billion in average daily net assets, and 0.02% of the Fund Complex’s average daily net assets in excess of $10 billion, subject to an annual minimum fee, exclusive of out-of-pocket expenses.  For the fiscal year ended December 31, 2008, the U.S. Equity Flex I Portfolio, U.S. Equity Flex II Portfolio, U.S. Equity Flex III Portfolio, U.S. Equity Flex IV Portfolio, International Equity Flex I Portfolio, International Equity Flex II Portfolio and International Equity Flex III Portfolio paid State Street fees under the State Street Co-Administration Agreement of $119,518, $34,495, $36,906, $22,011, $31,927, $84,954 and $54,770, respectively.

 

Co-Administration Fees paid to CSAMSI for fiscal years ended December 31

 

Portfolio

 

2006

 

2007

 

2008

 

U.S. Equity Flex I

 

$

496,318

 

$

328,855

 

$

195,598

 

U.S. Equity Flex II

 

$

57,215

 

$

49,330

 

$

26,419

 

U.S. Equity Flex III

 

$

34,116

 

$

26,194

 

$

18,247

 

U.S. Equity Flex IV

 

$

10,927

 

$

10,272

 

$

8,260

 

International Equity Flex I

 

$

93,781

 

$

85,818

 

$

66,586

 

International Equity Flex II

 

$

129,369

 

$

96,412

 

$

55,096

 

International Equity Flex III

 

$

212,460

 

$

171,298

 

$

104,654

 

 

Code of Ethics

 

The Trust, Credit Suisse and CSAMSI have each adopted a written Code of Ethics (the “Code of Ethics”), which permits personnel covered by the Code of Ethics (“Covered Persons”) to invest in securities, including securities that may be purchased or held by the Portfolios.  The Code of Ethics also contains provisions designed to address the conflicts of interest that could arise from personal trading by advisory personnel, including: (1) all Covered Persons must report their personal securities transactions at the end of each quarter; (2) with certain limited exceptions, all Covered Persons must obtain preclearance before executing any personal securities transactions; (3) Covered Persons may not execute personal trades in a security if there are any pending orders in that security by the Portfolios; and (4) Covered Persons may not invest in initial public offerings.

 

The Board reviews the administration of the Code of Ethics at least annually and may impose sanctions for violations of the Code of Ethics.

 

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Custodian and Transfer Agent

 

State Street acts as the custodian for each Portfolio and also acts as the custodian for the Portfolios’ foreign securities pursuant to a custodian agreement (the “Custodian Agreement”).  Under the Custodian Agreement, State Street (a) maintains a separate account or accounts in the name of each Portfolio, (b) holds and transfers portfolio securities on account of each Portfolio, (c) accepts receipts and makes disbursements of money on behalf of each Portfolio, (d) collects and receives all income and other payments and distributions on account of each Portfolio’s portfolio securities held by it and (e) makes periodic reports to the Trust’s Board concerning each Portfolio’s operations.  With the approval of the Board, State Street is authorized to select one or more foreign banking institutions and foreign securities depositaries as sub-custodian on behalf of the Portfolios and to select one or more domestic banks or trust companies to serve as sub-custodian on behalf of the Portfolios.  For this service to the Portfolios under the Custodian Agreements, State Street receives a fee which is calculated based upon each Portfolio’s average daily gross assets, exclusive of transaction charges and out-of-pocket expenses, which are also charged to the Portfolios.  The principal business address of State Street is One Lincoln Street, Boston, Massachusetts 02111.

 

BFDS, an affiliate of State Street, serves as the shareholder servicing, transfer and dividend disbursing agent of the Trust pursuant to a Transfer Agency and Service Agreement, under which BFDS (i) issues and redeems shares of each Portfolio, (ii) addresses and mails all communications by the Trust to record owners of Portfolio shares, including reports to shareholders, dividend and distribution notices and proxy material for its meetings of shareholders, (iii) maintains shareholder accounts and, if requested, subaccounts and (iv) makes periodic reports to the Board concerning the transfer agent’s operations with respect to the Trust.  BFDS’s principal business address is 30 Dan Road, Canton, Massachusetts 02021-2809.

 

Distribution and Shareholder Servicing

 

Distributor .  CSAMSI serves as distributor of each Portfolio’s shares.  CSAMSI offers the Portfolio’s shares on a continuous basis.  CSAMSI’s principal business address is Eleven Madison Avenue, New York, New York 10010.  CSAMSI or its affiliates may from time to time pay additional compensation on a one time or ongoing basis to financial representatives in connection with the sale of shares.  CSAMSI and/or its affiliates have special fee arrangements with certain financial representatives.  CSAMSI and/or its affiliates may enter into special fee arrangements with other parties from time to time.  Appendix C lists certain financial representatives with whom CSAMSI and/or its affiliates have special fee arrangements as of March 26, 2009.  Such payments, which are sometimes referred to as revenue sharing, may be associated with the status of a fund on a financial representative’s preferred list of funds or otherwise associated with the financial representative’s marketing and other support activities relating to a fund.  Such additional amounts may be utilized, in whole or in part, in some cases together with other revenues of such financial representatives, to provide additional compensation to registered representatives or employees of such intermediaries who sell shares of a fund.  On some occasions, such compensation will be conditioned on the sale of a specified minimum dollar amount of the shares of a fund during a specific period of time.  Such incentives may take the form of payment for meals, entertainment, or attendance at educational seminars  

 

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and associated expenses such as travel and lodging.  Such intermediary may elect to receive cash incentives of equivalent amounts in lieu of such payments.

 

Shareholder Servicing .  The Trust has authorized certain insurance companies (“Service Organizations”) or, if applicable, their designees to enter confirmed purchase and redemption orders on behalf of their clients and customers, with payment to follow no later than the relevant Portfolio’s pricing on the following business day.  If payment is not received by such time, the Service Organization could be held liable for resulting fees or losses.  The Trust may be deemed to have received a purchase or redemption order when a Service Organization, or, if applicable, its authorized designee, accepts the order.  Such orders received by the Trust in proper form will be priced at the relevant Portfolio’s net asset value next computed after they are accepted by the Service Organization or its authorized designee.  Service Organizations may impose transaction or administrative charges or other direct fees, which charges or fees would not be imposed if a Portfolio’s shares are purchased directly from the Trust.

 

For administration, sub-accounting, transfer agency and/or other services, Credit Suisse or its affiliates pay Service Organizations a standard fee of .20% of the average annual value of accounts with the Trust maintained by such Service Organizations and/or the value of assets invested in the Portfolios (the “Service Fee”).  Appendix C lists certain Service Organizations with whom Credit Suisse or its affiliates have special fee arrangements as of March 26, 2009.  Credit Suisse and/or its affiliates may enter into special fee arrangements with other parties from time to time.  Service Organizations may also be paid additional amounts related to marketing costs.  Service Fees may be paid on a one-time or ongoing basis.  The Service Fee payable to any one Service Organization is determined based upon a number of factors, including the nature and quality of services provided, the operations processing requirements of the relationship and the standardized fee schedule of the Service Organization or recordkeeper.

 

Organization of the Trust

 

The Trust was organized on March 15, 1995 under the laws of the Commonwealth of Massachusetts as a Massachusetts business trust.  The Trust’s Declaration of Trust authorizes the Board to issue an unlimited number of full and fractional shares of beneficial interest, $.001 par value per share.  Shares of eight series have been authorized which constitute the interests in the Portfolios.  The Commodity Return Strategy Portfolio of the Trust is described in a separate Prospectus and Statement of Additional Information .  The Board may classify or reclassify any of its shares into one or more additional series without shareholder approval.

 

The Post-Venture Capital Portfolio and the Growth & Income Portfolio were renamed the Global Post-Venture Capital Portfolio and the Value Portfolio, respectively, effective May 1, 2000.  Effective May 1, 2001, the Trust was renamed Credit Suisse Warburg Pincus Trust.  On December 12, 2001, the Credit Suisse Warburg Pincus Trust was renamed the Credit Suisse Trust.  On December 12, 2001, the Small Company Growth Portfolio was renamed the Small Cap Growth Portfolio, the Value Portfolio was renamed the Large Cap Value Portfolio and the International Equity Portfolio was renamed the International Focus Portfolio.  Effective May 1, 2004, the Emerging Growth Portfolio was renamed the Mid-Cap Growth Portfolio. 

 

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Effective February 21, 2005, the Global Post-Venture Capital Portfolio was renamed the Global Small Cap Portfolio.  Effective December 1, 2006, the Mid-Cap Growth Portfolio was renamed the Mid-Cap Core Portfolio and the Small Cap Growth Portfolio was renamed the Small Cap Core I Portfolio.  Effective May 1, 2009, the Small Cap Core I Portfolio, Large Cap Value Portfolio, Mid-Cap Core Portfolio, Blue Chip Portfolio, International Focus Portfolio, Global Small Cap Portfolio and Emerging Markets Portfolio were renamed the U.S. Equity Flex I Portfolio, U.S. Equity Flex II Portfolio, U.S. Equity Flex III Portfolio, U.S. Equity Flex IV Portfolio, International Equity Flex I Portfolio, International Equity Flex II Portfolio and International Equity Flex III Portfolio, respectively.

 

When matters are submitted for shareholder vote, shareholders of each Portfolio will have one vote for each full share held and fractional votes for fractional shares held.  Generally, shares of the Trust will vote by individual Portfolio on all matters except where otherwise required by law.  There will normally be no meetings of shareholders for the purpose of electing Trustees unless and until such time as less than a majority of the members holding office have been elected by shareholders.  Shareholders of record of no less than two-thirds of the outstanding shares of the Trust may remove a Trustee through a declaration in writing or by vote cast in person or by proxy at a meeting called for that purpose.  A meeting will be called for the purpose of voting on the removal of a Trustee at the written request of holders of 10% of the Trust’s outstanding shares.

 

Under current law, a Participating Insurance Company is required to request voting instructions from Variable Contract owners and must vote all Trust shares held in the separate account in proportion to the voting instructions received. Plans may or may not pass through voting rights to Plan participants, depending on the terms of the Plan’s governing documents.  For a more complete discussion of voting rights, refer to the sponsoring Participating Insurance Company separate account prospectus or the Plan documents or other informational materials supplied by Plan sponsors.

 

Massachusetts law provides that shareholders could, under certain circumstances, be held personally liable for the obligations of a Portfolio.  However, the Declaration of Trust disclaims shareholder liability for acts or obligations of the Trust and requires that notice of such disclaimer be given in each agreement, obligation or instrument entered into or executed by the Trust or a Trustee.  The Declaration of Trust provides for indemnification from a Portfolio’s property for all losses and expenses of any shareholder held personally liable for the obligations of the Trust.  Thus, the risk of a shareholder’s incurring financial loss on account of shareholder liability is limited to circumstances in which the relevant Portfolio would be unable to meet its obligations, a possibility that Credit Suisse believes is remote and immaterial.  Upon payment of any liability incurred by the Trust, the shareholder paying the liability will be entitled to reimbursement from the general assets of the relevant Portfolio.  The Trustees intend to conduct the operations of the Trust in such a way so as to avoid, as far as possible, ultimate liability of the shareholders for liabilities of the Trust.

 

All shareholders of a Portfolio, upon liquidation, will participate ratably in the Portfolio’s net assets.  Shares do not have cumulative voting rights, which means that holders of more than 50% of the shares voting for the election of Trustees can elect all Trustees.  Shares are transferable but have no preemptive, conversion or subscription rights.

 

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The Trust’s charter authorizes each Portfolio to redeem shares of a class or series held by a shareholder for any reason, subject to applicable law, if the Board determines that doing so is in the best interest of the Portfolio. The circumstances under which the Board may involuntarily redeem shareholders include, but are not be limited to, (a) a decision to discontinue issuance of shares of a particular class or classes of beneficial interest, (b) a decision to combine the assets belonging to, or attributable to shares of a particular class or classes of beneficial interest with those belonging to, or attributable to another class (or classes) of beneficial interest, (c) a decision to sell the assets belonging to, or attributable to a particular class or classes of beneficial interest to another registered investment company in exchange for securities issued by the other registered investment company, or (d) a decision to liquidate a Portfolio or the assets belonging to, or attributable to the particular classes or classes of beneficial interest (subject in each case to any vote of stockholders that may be required by law notwithstanding the foregoing authority granted to the Board).  Redemption proceeds may be paid in cash or in kind. Each Portfolio would provide prior notice of any plan to involuntarily redeem shares absent extraordinary circumstances. The exercise of the power granted to the Board under the charter is subject to the Board’s fiduciary obligation to the shareholders and any applicable provisions under the 1940 Act and the rules thereunder.

 

The Trust’s charter authorizes the Trustees, subject to applicable federal and state law, to reorganize or combine any Portfolio or any of its series or classes into other funds, series or classes without shareholder approval. Before allowing such a transaction to proceed without shareholder approval, the Trustees would have a fiduciary responsibility to first determine that the proposed transaction is in the shareholders’ interest. Any exercise of the Trustees’ authority is subject to applicable requirements of the 1940 Act and Massachusetts law. A Portfolio generally will provide prior notice of any such transaction except in extraordinary circumstances.

 

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

 

Shares of the Portfolios may not be purchased or redeemed by individual investors directly but may be purchased or redeemed only through Variable Contracts offered by separate accounts of Participating Insurance Companies and through Plans, including participant-directed Plans which elect to make a Portfolio an investment option for Plan participants.  The offering price of each Portfolio’s shares is equal to its per share net asset value.

 

Under the 1940 Act, a Portfolio may suspend the right of redemption or postpone the date of payment upon redemption for any period during which the NYSE is closed, other than customary weekend and holiday closings, or during which trading on the NYSE is restricted, or during which (as determined by the SEC) an emergency exists as a result of which disposal or fair valuation of portfolio securities is not reasonably practicable, or for such other periods as the SEC may permit.  (A Portfolio may also suspend or postpone the recordation of an exchange of its shares upon the occurrence of any of the foregoing conditions.)

 

As stated in the Prospectuses , each Portfolio works with insurance companies and plans that offer Portfolio shares to detect and eliminate excessive trading activity by contract holders and plan participants, but there can be no assurance that excessive trading in Portfolio shares will not occur.  As a result, some contract holders or plan participants may be able to

 

65



 

engage in market timing while other contract holders or plan participants are harmed by such activity.

 

If conditions exist which make payment of redemption proceeds wholly in cash unwise or undesirable, a Portfolio may make payment wholly or partly in securities or other investment instruments which may not constitute securities as such term is defined in the applicable securities laws.  If a redemption is paid wholly or partly in securities or other property, a shareholder would incur transaction costs in disposing of the redemption proceeds. The Trust has elected, however, to be governed by Rule 18f-1 under the 1940 Act as a result of which each Portfolio is obligated to redeem shares, with respect to any one shareholder during any 90-day period, solely in cash up to the lesser of $250,000 or 1% of the net asset value of that Portfolio at the beginning of the period.

 

ADDITIONAL INFORMATION CONCERNING TAXES

 

The following is a summary of certain material U.S. federal income tax generally affecting the Portfolios and their shareholders.  This summary does not address all of the potential U.S. federal income tax consequences that may be applicable to a Portfolio or to all categories of investors, some of which may be subject to special tax rules.  Current and prospective shareholders are urged to consult the sponsoring Participating Insurance Company separate account prospectus or the Plan documents or other informational materials supplied by Plan sponsors and their own tax advisers with respect to the particular federal, state, local and foreign tax consequences to them of an investment in a Portfolio.  The summary is based on the laws in effect on the date of this Statement of Additional Information and existing judicial and administrative interpretations thereof, all of which are subject to change, possibly with retroactive effect.

 

The Portfolios

 

Each Portfolio intends to continue to qualify as a regulated investment company under the Code each taxable year.  To so qualify, a Portfolio must, among other things:  (a) derive at least 90% of its gross income in each taxable year from dividends, interest, payments with respect to securities loans, gains from the sale or other disposition of stock, securities or foreign currencies, other income (including, but not limited to, gains from options, futures or forward contracts) derived with respect to its business of investing in such stock, securities or currencies and, net income derived from interests in “qualified publicly traded partnerships” ( i . e ., partnerships that are traded on an established securities market or tradable on a secondary market, other than partnerships that derive 90% of their income from interest, dividends, capital gains, and other traditionally permitted mutual fund income); and (b) diversify its holdings so that, at the end of each quarter of the Portfolio’s taxable year, (i) at least 50% of the market value of the Portfolio’s assets is represented by cash, securities of other regulated investment companies, U.S. Government securities and other securities, with such other securities limited, in respect of any one issuer, to an amount not greater than 5% of the Portfolio’s assets and not greater than 10% of the outstanding voting securities of such issuer and (ii) not more than 25% of the value of its assets is invested in the securities (other than U.S. Government securities or securities of other regulated investment companies) of any one issuer, any two or more issuers of which 20% or more of the outstanding voting stock is held by the

 

66



 

Portfolio and that are determined to be engaged in the same or similar trades or businesses or related trades or businesses or in the securities of one or more qualified publicly traded partnerships.

 

Although in general the passive loss rules of the Code do not apply to regulated investment companies, such rules do apply to a regulated investment company with respect to items attributable to an interest in a qualified publicly traded partnership.  Portfolio investments in partnerships, including in qualified publicly traded partnerships, may result in a Portfolio’s being subject to state, local or foreign income, franchise or withholding tax liabilities.

 

As a regulated investment company, a Portfolio will not be subject to federal income tax on its net investment income ( i.e., income other than its net realized long-term and short-term capital gains) and its net realized long-term and short-term capital gains, if any, that it distributes to its shareholders, provided that an amount equal to at least the sum of (i) 90% of the sum of its “investment company taxable income” ( i.e ., its taxable income minus the excess, if any, of its net realized long-term capital gains over its net realized short-term capital losses (including any capital loss carryovers)) plus or minus certain other adjustments and (ii) 90% of its net tax-exempt interest income for the taxable year is distributed to its shareholders in compliance with the Code’s timing and other requirements (the “Distribution Requirement”).  A Portfolio will be subject to tax at regular corporate rates on any taxable income or gains that it does not distribute to its shareholders.

 

The Code imposes a 4% nondeductible excise tax on a Portfolio to the extent it does not distribute by the end of any calendar year at least the sum of (i) 98% of its ordinary income for that year and (ii) 98% of its capital gain net income (both long-term and short-term) for the one-year period ending, as a general rule, on October 31 of that year.  For this purpose, however, any income or gain retained by a Portfolio that is subject to corporate income tax will be considered to have been distributed by year-end.  In addition, the minimum amounts that must be distributed in any year to avoid the excise tax will be increased or decreased to reflect any underdistribution or overdistribution, as the case may be, from the previous year.  Each Portfolio anticipates that it will pay such dividends and will make such distributions as are necessary in order to avoid the application of this excise tax.

 

In certain situations, a Portfolio may, for a taxable year, defer all or a portion of its capital losses and currency losses realized after October until the next taxable year in computing its investment company taxable income and net capital gain, which will defer the recognition of such realized losses.  Such deferrals and other rules regarding gains and losses realized after October may affect the tax character of shareholder distributions.

 

If, in any taxable year, a Portfolio fails to qualify as a regulated investment company under the Code or fails to meet the Distribution Requirement, it will be taxed in the same manner as an ordinary corporation and distributions to its shareholders will not be deductible by the Portfolio in computing its taxable income.  In addition, in the event of a failure to qualify, a Portfolio’s distributions, to the extent derived from the Portfolio’s current or accumulated earnings and profits, including any distributions of net long-term capital gains, will be taxable to shareholders as ordinary dividend income.  If a Portfolio fails to qualify as a regulated investment company in any year, it must pay out its earnings and profits accumulated

 

67



 

in that year in order to qualify again as a regulated investment company.  In addition, if a Portfolio failed to qualify as a regulated investment company for a period greater than two taxable years, the Portfolio may be required to recognize any net built-in gains ( i.e. , the excess of the aggregate gains, including items of income, over aggregate losses that would have been realized if it had been liquidated) in order to qualify as a regulated investment company in a subsequent year.  Further, if a Portfolio should fail to qualify as a regulated investment company, such Portfolio would be considered as a single investment, which may result in Variable Contracts invested in that Portfolio not being treated as annuity, endowment or life insurance contracts under the Code.  All income and gain inside such Variable Contract would be taxed currently to the holder, and the contract would remain subject to taxation as ordinary income thereafter, even if it became adequately diversified.

 

The Code and Treasury Department regulations promulgated thereunder require that mutual funds that are offered through private insurance company separate accounts meet certain diversification requirements to preserve the tax-deferred benefits provided by the variable contracts that are offered in connection with such separate accounts.  If a Separate Account should fail to comply with the diversification requirements, contracts invested in a Portfolio would not be treated as annuity, endowment or life insurance contracts under the Code and all income and gain earned in past years and currently inside the contracts would be taxed currently to the holders and would remain subject to taxation as ordinary income thereafter, even if the Separate Account were to become adequately diversified.  Accordingly, each Portfolio intends to comply with the diversification requirements of Section 817(h) of the Code, which relate to the tax-deferred status of insurance company separate accounts.  To comply with Treasury Department regulations promulgated under Section 817(h) of the Code, each Portfolio will be required to diversify its investments so that on the last day of each calendar quarter or within 30 days of such last day no more than 55% of the value of its assets is represented by any one investment, no more than 70% is represented by any two investments, no more than 80% is represented by any three investments and no more than 90% is represented by any four investments.  Generally, all securities of the same issuer are treated as a single investment.  For the purposes of Section 817(h), obligations of the United States Treasury and of each U.S. Government agency or instrumentality are treated as securities of separate issuers.  In certain circumstances, each Separate Account will “look-through” its investment in qualifying regulated investment companies, partnerships or trusts and include its pro rata share of the investment companies’ investments in determining if it satisfies the diversification rule of Section 817(h).  An alternative asset diversification test may be satisfied under certain circumstances.  Under certain circumstances, failure to satisfy the diversification requirements may be corrected, but such a correction would require a payment to the Internal Revenue Service (“IRS”) based on the tax which the contract holders would have incurred if they were treated as receiving the income on the contract for the period during which the Portfolio did not satisfy the diversification requirements.  Failure to satisfy the diversification requirements may also result in adverse consequences for the insurance company issuing the contracts.

 

As noted above, each Portfolio may sell its shares directly to separate accounts established and maintained by insurance companies for the purpose of funding variable annuity and variable life insurance contracts and to certain qualified pension and retirements plans; if a Portfolio were to sell its shares to other categories of shareholders, the Separate Accounts may fail to comply with the investor control requirements, the contract owner would be treated as the

 

68



 

owner of the Portfolio Shares and the contracts invested in the Portfolio would not be treated as annuity, endowment or life insurance contracts under the Code and all income and gain earned in past years and currently inside the contracts would be taxed currently to the holders and would remain subject to taxation as ordinary income thereafter.

 

Special Tax Considerations

 

The following discussion relates to the particular federal income tax consequences of the investment policies of the Portfolios.

 

A Portfolio’s transactions in foreign currencies, forward contracts, options and futures contracts (including options and futures contracts on foreign currencies) will be subject to special provisions of the Code (including provisions relating to “hedging transactions” and “straddles”) that, among other things, may affect the character of gains and losses realized by the Portfolio ( i.e. , may affect whether gains or losses are ordinary or capital), accelerate recognition of income to the Portfolio and defer Portfolio losses.  These rules could therefore affect the character, amount and timing of distributions to shareholders.  These provisions also (a) will require each Portfolio to mark-to-market certain types of the positions in its portfolio ( i.e., treat them as if they were closed out at the end of each year) and (b) may cause a Portfolio to recognize income without receiving cash with which to pay dividends or make distributions in amounts necessary to satisfy the Distribution Requirement or to avoid the federal excise tax.  Each Portfolio will monitor its transactions, will make the appropriate tax elections and will make the appropriate entries in its books and records when it acquires any foreign currency, forward contract, option, futures contract or hedged investment in order to mitigate the effect of these rules and prevent disqualification of the Portfolio as a regulated investment company.

 

A Portfolio’s investment in so-called “section 1256 contracts,” such as regulated futures contracts, most foreign currency forward contracts traded in the interbank market and options on most stock indices, are subject to special tax rules.  All section 1256 contracts held by a Portfolio at the end of its taxable year are required to be marked to their market value, and any unrealized gain or loss on those positions will be included in the Portfolio’s income as if each position had been sold for its fair market value at the end of the taxable year.  The resulting gain or loss will be combined with any gain or loss realized by a Portfolio from positions in section 1256 contracts closed during the taxable year.  Provided such positions were held as capital assets and were not part of a “hedging transaction” nor part of a “straddle,” 60% of the resulting net gain or loss will be treated as long-term capital gain or loss, and 40% of such net gain or loss will be treated as short-term capital gain or loss, regardless of the period of time the positions were actually held by a Portfolio.

 

Investments by a Portfolio in zero coupon securities may create special tax consequences.  While zero coupon securities do not make interest payments, a portion of the difference between a zero coupon security’s face value and its purchase price is imputed as income to the Portfolio each year even though the Portfolio receives no cash distribution until maturity.  Under the U.S. federal tax laws, the Portfolio will not be subject to tax on this income if it pays dividends to its shareholders substantially equal to all the income received from, or imputed with respect to, its investments during the year, including its zero coupon securities.  These dividends ordinarily will constitute taxable income to the shareholders of the Portfolio.

 

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Short Sales.   In general, gain or loss on a short sale is recognized when a Portfolio closes the sale by delivering the borrowed property to the lender, not when the borrowed property is sold.  Gain or loss from a short sale is generally considered as capital gain or loss to the extent that the property used to close the short sale constitutes a capital asset in a Portfolio’s hands.  Except with respect to certain situations where the property used by a Portfolio to close a short sale has a long-term holding period on the date of the short sale, special rules would generally treat the gains on short sales as short-term capital gains.  These rules may also terminate the running of the holding period of “substantially identical property” held by a Portfolio.  Moreover, a loss on a short sale will be treated as a long-term capital loss if, on the date of the short sale, “substantially identical property” has been held by the Portfolio for more than one year.  In general, a Portfolio will not be permitted to deduct payments made to reimburse the lender of securities for dividends paid on borrowed stock if the short sale is closed on or before the 45th day after the short sale is entered into.

 

Swaps.   As a result of entering into swap contracts, a Portfolio may make or receive periodic net payments.  A Portfolio may also make or receive a payment when a swap is terminated prior to maturity through an assignment of the swap or other closing transaction.  Periodic net payments will generally constitute ordinary income or deductions, while termination of a swap will generally result in capital gain or loss (which will be a long-term capital gain or loss if the Portfolio has been a party to the swap for more than one year).  With respect to certain types of swaps, a Portfolio may be required to currently recognize income or loss with respect to future payments on such swaps or may elect under certain circumstances to mark such swaps to market annually for tax purposes as ordinary income or loss.  The tax treatment of many types of credit default swaps is uncertain.

 

Foreign Investments .  Dividends or other income (including, in some cases, capital gains) received by a Portfolio from investments in foreign securities may be subject to withholding and other taxes imposed by foreign countries.  Tax conventions between certain countries and the United States may reduce or eliminate such taxes in some cases.  A portfolio will not be eligible to elect to treat any foreign taxes it pays as paid by its shareholders, who therefore will not be entitled to credits or deductions for such taxes on their own tax returns.  Foreign taxes paid by a Portfolio will reduce the return from the Portfolio’s investments.

 

Passive Foreign Investment Companies .  If a Portfolio acquires shares in certain foreign investment entities, called “passive foreign investment companies” (“PFICs”), the Portfolio may be subject to U.S. federal income tax on any “excess distribution” received with respect to such shares or any gain recognized upon a disposition of such shares, even if such income is distributed to the shareholders of the Portfolio.  Additional charges in the nature of interest may also be imposed on the Portfolio in respect of such deferred taxes.  If a Portfolio were to invest in a PFIC and elect to treat the PFIC as a “qualified electing fund” under the Code, in lieu of the foregoing requirements, the Portfolio might be required to include in income each year a portion of the ordinary earnings and net capital gains of the qualified electing fund, even if not distributed to the Portfolio, and such amounts would be taken into account by the Portfolio for purposes of satisfying the Distribution Requirement and the federal excise tax distribution requirement.

 

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Alternatively, a Portfolio may make a mark-to-market election that will result in the Portfolio being treated as if it had sold and repurchased all of the PFIC stock at the end of each year.  In such case, the Portfolio would report any such gains as ordinary income and would deduct any such losses as ordinary losses to the extent of previously recognized gains.  The election must be made separately for each PFIC owned by the Portfolio and, once made, would be effective for all subsequent taxable years of the Portfolio, unless revoked with the consent of the IRS.  By making the election, a Portfolio could potentially ameliorate the adverse tax consequences with respect to its ownership of shares in a PFIC, but in any particular year may be required to recognize income in excess of the distributions it receives from PFICs and its proceeds from dispositions of PFIC stock.  A Portfolio may have to distribute this “phantom” income and gain to satisfy the Distribution Requirement and to avoid imposition of a federal excise tax.

 

Each Portfolio will make the appropriate tax elections, if possible, and take any additional steps that are necessary to mitigate the effect of these rules.

 

Under Section 988 of the Code, gains or losses attributable to fluctuations in exchange rates between the time a Portfolio accrues income or receivables or expenses or other liabilities denominated in a foreign currency and the time the fund actually collects such income or pays such liabilities are generally treated as ordinary income or ordinary loss.  In general, gains (and losses) realized on debt instruments will be treated as Section 988 gain (or loss) to the extent attributable to changes in exchange rates between the U.S. dollar and the currencies in which the instruments are denominated.  Similarly, gains or losses on foreign currency forward contracts, certain foreign currency options or futures contracts and the disposition of debt securities denominated in foreign currency, to the extent attributable to fluctuations in exchange rates between the acquisition and disposition dates, are also treated as ordinary income or loss unless a Portfolio were to elect otherwise.

 

Other Taxes .  Dividends, distributions and redemption proceeds may also be subject to additional state and local taxes depending on each shareholder’s particular situation.

 

If a shareholder recognizes a loss with respect to a Portfolio’s shares of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the shareholder must file with the IRS a disclosure statement on Form 8886.  Direct shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a regulated investment company are not excepted.  The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper.  Shareholders should consult their tax advisers to determine the applicability of these regulations in light of their individual circumstances.

 

Variable Contracts and Plans

 

Because shares of a Portfolio may only be purchased through Variable Contracts and Plans, it is anticipated that dividends and distributions will be exempt from current taxation if left to accumulate within the Variable Contracts or Plans.  For information regarding the tax treatment of distribution from the Variable Contracts and Plans, please see the sponsoring

 

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Participating Insurance Company separate account prospectus or the Plan documents or other informational materials supplied by Plan sponsors.

 

The foregoing is only a summary of certain material U.S. federal income tax consequences affecting the Portfolios and their shareholders.  Current and prospective shareholders are advised to consult their own tax advisors with respect to the particular tax consequences to them of an investment in a Portfolio.

 

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND COUNSEL

 

PricewaterhouseCoopers LLP (“PwC”) with principal offices at 100 East Pratt Street, Suite 1900, Baltimore, Maryland 21202-1096, serves as independent registered public accounting firm for the Trust.  The financial statements for the Trust that are incorporated by reference in this Statement of Additional Information have been audited by PwC, and have been included herein in reliance upon the report of such firm of independent registered public accounting firm given upon their authority as experts in accounting and auditing.

 

Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, New York 10019, serves as counsel for the Trust and provides legal services from time to time for Credit Suisse and CSAMSI.

 

FINANCIAL STATEMENTS

 

The Trust will furnish without charge a copy of each Portfolio’s Annual Report upon request by calling the Trust at 1-800-222-8977.

 

MISCELLANEOUS

 

As of April 2, 2009, the following persons owned of record 5% or more of the each Portfolio’s outstanding shares:

 

PORTFOLIO*

 

NAME AND ADDRESS

 

PERCENT
OWNED AS OF
April 2, 2009

 

U.S. Equity Flex I

 

IDS Life Insurance Company

222 AXP Financial Center

Minneapolis MN  55474-0001

 

45.44%

 

 

 

 

 

 

 

 

 

Nationwide Life Insurance Company

Nationwide Variable Account II

c/o IPO Portfolio Accounting

PO Box 182029

Columbus OH  43218-2029

 

24.92%

 

 

 

 

 

 

 

 

 

Fidelity Investments

Life Insurance Company

82 Devonshire Street # R25B

Boston MA  02109-3605

 

9.89%

 

 

72



 

PORTFOLIO*

 

NAME AND ADDRESS

 

PERCENT
OWNED AS OF
April 2, 2009

 

U.S. Equity Flex II

 

Nationwide Life Insurance Company

NWVA-9

c/o IPO Portfolio Accounting

PO Box 182029

Columbus OH  43218-2029

 

43.64%

 

 

 

 

 

 

 

 

 

AIG Life Insurance Company #2

2727 A- Allen Pkwy

PO Box 1591

Houston TX  77251-1591

 

42.77%

 

 

 

 

 

 

 

 

 

Nationwide Life Insurance Company

NWVLI-4

c/o IPO Portfolio Accounting

PO Box 182029

Columbus OH  43218-2029

 

10.47%

 

 

 

 

 

 

 

U.S. Equity Flex III

 

IDS Life Insurance Company

(For Account 1EG)

AXP Financial Center/IDS Life Insurance

PO Box 10

Minneapolis MN  55474-0701

 

93.20%

 

 

 

 

 

 

 

U.S. Equity Flex IV

 

Fidelity Investment Institutional Operations

CNT as Agent for Certain Employee Benefit Plans

100 Magellan Way

Covington, KY 41015-1999

 

93.24%

 

 

 

 

 

 

 

 

 

American International Group Life of Bermuda Ltd.

2727 A- Allen Pkwy/4-D1

Houston TX  77019-2115

 

6.76%

 

 

 

 

 

 

 

International Equity Flex I

 

Nationwide Life Insurance Company

Nationwide Variable Account II

c/o IPO Portfolio Accounting

PO Box 182029

Columbus OH  43218-2029

 

38.26%

 

 

 

 

 

 

 

 

 

Fidelity Investments

Life Insurance Company

82 Devonshire Street # R25B

Boston MA  02109-3605

 

35.71%

 

 

 

 

 

 

 

 

 

Nationwide Life Insurance Company

NWVA-9

c/o IPO Portfolio Accounting

PO Box 182029

Columbus OH  43218-2029

 

6.50%

 

 

73



 

PORTFOLIO*

 

NAME AND ADDRESS

 

PERCENT
OWNED AS OF
April 2, 2009

 

 

 

Nationwide Life Insurance Company

Nationwide VLI-2

c/o IPO Portfolio Accounting

PO Box 182029

Columbus OH  43218-2029

 

8.25%

 

 

 

 

 

 

 

International Equity Flex II

 

Fidelity Investments

Life Insurance Company

82 Devonshire Street # R25B

Boston MA  02109-3605

 

14.85%

 

 

 

 

 

 

 

 

 

Kemper Investors Life Insurance Company

Variable Annuity Separate Account

Attn: Craig Lambertson

2500 Westfield Dr.

Elgin IL  60124-7836

 

19.85%

 

 

 

 

 

 

 

 

 

PRUCO Life Flexible Premium

Variable Annuity Account

c/o Walter Smith - Vice President

213 Washington Street

Separate Accounts - Floor 7

Newark NJ  07102-2917

 

24.64%

 

 

 

 

 

 

 

 

 

Allmerica Financial Life Insurance &

Annuity Company

1 SW Security Benefit Pl.

Topeka KS  66636-1000

 

6.86%

 

 

 

 

 

 

 

 

 

Minnesota Life

Attn #A6-5216

400 Robert St N

Saint Paul MN  55101-2037

 

9.50%

 

 

 

 

 

 

 

International Equity Flex III

 

Kemper Investors Life Insurance Company

Variable Annuity Separate Account

Attn: Craig Lambertson

2500 Westfield Dr.

Elgin IL  60124-7836

 

54.82%

 

 

 

 

 

 

 

 

 

Allmerica Financial Life Insurance &

Annuity Company

1 SW Security Benefit Pl.

Topeka KS  66636-1000

 

16.64%

 

 

 

 

 

 

 

 

 

Fidelity Investment Institutional

Operations Center As Agent For Certain

Employee Benefit Plans

100 Magellan Way

Covington KY  41015-1999

 

22.10%

 

 

74



 


*      Each Portfolio believes that these entities are not the beneficial owners of shares held of record by them.

 

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APPENDIX A

 

CREDIT SUISSE ASSET MANAGEMENT, LLC

CREDIT SUISSE FUNDS

CREDIT SUISSE INSTITUTIONAL FUNDS

CREDIT SUISSE CLOSED-END FUNDS

PROXY VOTING POLICY AND PROCEDURES

 

INTRODUCTION

 

Credit Suisse Asset Management, LLC (“Credit Suisse”) is a fiduciary that owes each of its clients duties of care and loyalty with respect to proxy voting.  The duty of care requires Credit Suisse to monitor corporate events and to vote proxies.  To satisfy its duty of loyalty, Credit Suisse must cast proxy votes in the best interests of each of its clients.

 

The Credit Suisse Funds, Credit Suisse Institutional Funds, and Credit Suisse Closed-End Funds (the “Funds”), which have engaged Credit Suisse Asset Management, LLC as their investment adviser, are of the belief that the proxy voting process is a means of addressing corporate governance issues and encouraging corporate actions both of which can enhance shareholder value.

 

POLICY

 

The Proxy Voting Policy (the “Policy”) set forth below is designed to ensure that proxies are voted in the best interests of Credit Suisse’s clients.  The Policy addresses particular issues and gives a general indication of how Credit Suisse will vote proxies.  The Policy is not exhaustive and does not include all potential issues.

 

PROXY VOTING COMMITTEE

 

The Proxy Voting Committee will consist of a member of the Portfolio Management Department, a member of the Legal and Compliance Department, and a member of the Operations Department (or their designees).  The purpose of the Proxy Voting Committee is to administer the voting of all clients’ proxies in accordance with the Policy.  The Proxy Voting Committee will review the Policy annually to ensure that it is designed to promote the best interests of Credit Suisse’s clients.

 

For the reasons disclosed below under “Conflicts,” the Proxy Voting Committee has engaged the services of an independent third party (initially, Risk Metrics Group’s ISS Governance Services Unit (“ISS”)) to assist in issue analysis and vote recommendation for proxy proposals.  Proxy proposals addressed by the Policy will be voted in accordance with the Policy.  Proxy proposals addressed by the Policy that require a case-by-case analysis will be voted in accordance with the vote recommendation of ISS.  Proxy proposals not addressed by the Policy will also be voted in accordance

 

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with the vote recommendation of ISS.  To the extent that the Proxy Voting Committee proposes to deviate from the Policy or the ISS vote recommendation, the Committee shall obtain client consent as described below.

 

Credit Suisse investment professionals may submit a written recommendation to the Proxy Voting Committee to vote in a manner inconsistent with the Policy and/or the recommendation of ISS.  Such recommendation will set forth its basis and rationale.  In addition, the investment professional must confirm in writing that he/she is not aware of any conflicts of interest concerning the proxy matter or provide a full and complete description of the conflict.

 

CONFLICTS

 

Credit Suisse is the part of the asset management business of Credit Suisse, one of the world’s leading banks.  As part of a global, full service investment-bank, broker-dealer, and asset-management organization, Credit Suisse and its affiliates and personnel may have multiple advisory, transactional, financial, and other interests in securities, instruments, and companies that may be purchased or sold by Credit Suisse for its clients’ accounts.  The interests of Credit Suisse and/or its affiliates and personnel may conflict with the interests of Credit Suisse’s clients in connection with any proxy issue.  In addition, Credit Suisse may not be able to identify all of the conflicts of interest relating to any proxy matter.

 

CONSENT

 

In each and every instance in which the Proxy Voting Committee favors voting in a manner that is inconsistent with the Policy or the vote recommendation of ISS (including proxy proposals addressed and not addressed by the Policy), it shall disclose to the client conflicts of interest information and obtain client consent to vote.  Where the client is a Fund, disclosure shall be made to any one director who is not an “interested person,” as that term is defined under the Investment Company Act of 1940, as amended, of the Fund.

 

RECORDKEEPING

 

Credit Suisse is required to maintain in an easily accessible place for six years all records relating to proxy voting.

 

These records include the following:

 

·                   a copy of the Policy;

 

·                   a copy of each proxy statement received on behalf of Credit Suisse clients;

 

·                   a record of each vote cast on behalf of Credit Suisse clients;

 

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·                   a copy of all documents created by Credit Suisse personnel that were material to making a decision on a vote or that memorializes the basis for the decision; and

 

·                   a copy of each written request by a client for information on how Credit Suisse voted proxies, as well as a copy of any written response.

 

Credit Suisse reserves the right to maintain certain required proxy records with ISS in accordance with all applicable regulations.

 

Disclosure

 

Credit Suisse will describe the Policy to each client.  Upon request, Credit Suisse will provide any client with a copy of the Policy.  Credit Suisse will also disclose to its clients how they can obtain information on their proxy votes.

 

ISS will capture data necessary for Funds to file Form N-PX on an annual basis concerning their proxy voting record in accordance with applicable law.

 

Procedures

 

The Proxy Voting Committee will administer the voting of all client proxies. Credit Suisse has engaged ISS as an independent third party proxy voting service to assist in the voting of client proxies.  ISS will coordinate with each client’s custodian to ensure that proxy materials reviewed by the custodians are processed in a timely fashion.  ISS will provide Credit Suisse with an analysis of proxy issues and a vote recommendation for proxy proposals.  ISS will refer proxies to the Proxy Voting Committee for instructions when the application of the Policy is not clear.  The Proxy Voting Committee will notify ISS of any changes to the Policy or deviating thereof.

 

PROXY VOTING POLICY

 

Operational Items

 

Adjourn Meeting

 

Proposals to provide management with the authority to adjourn an annual or special meeting will be determined on a case-by-case basis.

 

Amend Quorum Requirements

 

Proposals to reduce quorum requirements for shareholder meetings below a majority of the shares outstanding will be determined on a case-by-case basis.

 

Amend Minor Bylaws

 

Generally vote for bylaw or charter changes that are of a housekeeping nature.

 

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Change Date, Time, or Location of Annual Meeting

 

Generally vote for management proposals to change the date/time/location of the annual meeting unless the proposed change is unreasonable.  Generally vote against shareholder proposals to change the date/time/location of the annual meeting unless the current scheduling or location is unreasonable.

 

Ratify Auditors

 

Generally vote for proposals to ratify auditors unless: (1) an auditor has a financial interest in or association with the company, and is therefore not independent; (2) fees for non-audit services are excessive, or (3) there is reason to believe that the independent auditor has rendered an opinion, which is neither accurate nor indicative of the company’s financial position.  Generally vote on a case-by-case basis on shareholder proposals asking companies to prohibit their auditors from engaging in non-audit services (or capping the level of non-audit services).  Generally vote on a case-by-case basis on auditor rotation proposals taking into consideration: (1) tenure of audit firm; (2) establishment and disclosure of a renewal process whereby the auditor is regularly evaluated for both audit quality and competitive price; (3) length of the rotation period advocated in the proposal, and (4) significant audit related issues.

 

Board of Directors

 

Voting on Director Nominees in Uncontested Elections

 

Generally votes on director nominees on a case-by-case basis.  Votes may be withheld: (1) from directors who attended less than 75% of the board and committee meetings without a valid reason for the absences; (2) implemented or renewed a dead-hand poison pill; (3) ignored a shareholder proposal that was approved by a majority of the votes cast for two consecutive years; (4) ignored a shareholder proposal approved by a majority of the shares outstanding; (5) have failed to act on takeover offers where the majority of the shareholders have tendered their shares; (6) are inside directors or affiliated outside directors and sit on the audit, compensation, or nominating committee; (7) are inside directors or affiliated outside directors and the full board serves as the audit, compensation, or nominating committee or the company does not have one of these committees; or (8) are audit committee members and the non-audit fees paid to the auditor are excessive

 

Cumulative Voting

 

Proposals to eliminate cumulative voting will be determined on a case-by-case basis. Proposals to restore or provide for cumulative voting in the absence of sufficient good governance provisions and/or poor relative shareholder returns will be determined on a case-by-case basis.

 

Director and Officer Indemnification and Liability Protection

 

Proposals on director and officer indemnification and liability protection generally evaluated on a case-by-case basis.  Generally vote against proposals that would: (1) 

 

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eliminate entirely directors’ and officers’ liability for monetary damages for violating the duty of care; or (2) expand coverage beyond just legal expenses to acts, such as negligence, that are more serious violations of fiduciary obligation than mere carelessness.  Generally vote for only those proposals providing such expanded coverage in cases when a director’s or officer’s legal defense was unsuccessful if: (1) the director was found to have acted in good faith and in a manner that he reasonably believed was in the best interests of the company, and (2) only if the director’s legal expenses would be covered.

 

Filling Vacancies/Removal of Directors

 

Generally vote against proposals that provide that directors may be removed only for cause.  Generally vote for proposals to restore shareholder ability to remove directors with or without cause.  Proposals that provide that only continuing directors may elect replacements to fill board vacancies will be determined on a case-by-case basis.  Generally vote for proposals that permit shareholders to elect directors to fill board vacancies.

 

Independent Chairman (Separate Chairman/CEO)

 

Generally vote for shareholder proposals requiring the position of chairman be filled by an independent director unless there are compelling reasons to recommend against the proposal, including: (1) designated lead director, elected by and from the independent board members with clearly delineated duties; (2) 2/3 independent board; (3) all independent key committees; or (4) established governance guidelines.

 

Majority of Independent Directors

 

Generally vote for shareholder proposals requiring that the board consist of a majority or substantial majority (two-thirds) of independent directors unless the board composition already meets the adequate threshold.  Generally vote for shareholder proposals requiring the board audit, compensation, and/or nominating committees be composed exclusively of independent directors if they currently do not meet that standard.  Generally withhold votes from insiders and affiliated outsiders sitting on the audit, compensation, or nominating committees.  Generally withhold votes from insiders and affiliated outsiders on boards that are lacking any of these three panels.  Generally withhold votes from insiders and affiliated outsiders on boards that are not at least majority independent.

 

Term Limits

 

Generally vote against shareholder proposals to limit the tenure of outside directors.

 

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Proxy Contests

 

Voting on Director Nominees in Contested Elections

 

Votes in a contested election of directors should be decided on a case-by-case basis, with shareholders determining which directors are best suited to add value for shareholders.  The major decision factors are: (1) company performance relative to its peers; (2) strategy of the incumbents versus the dissidents; (3) independence of directors/nominees; (4) experience and skills of board candidates; (5) governance profile of the company; (6) evidence of management entrenchment; (7) responsiveness to shareholders; or (8) whether takeover offer has been rebuffed.

 

Amend Bylaws without Shareholder Consent

 

Proposals giving the board exclusive authority to amend the bylaws will be determined on a case-by-case basis.  Proposals giving the board the ability to amend the bylaws in addition to shareholders will be determined on a case-by-case basis.

 

Confidential Voting

 

Generally vote for shareholder proposals requesting that corporations adopt confidential voting, use independent vote tabulators and use independent inspectors of election, as long as the proposal includes a provision for proxy contests as follows: In the case of a contested election, management should be permitted to request that the dissident group honor its confidential voting policy.  If the dissidents agree, the policy may remain in place.  If the dissidents will not agree, the confidential voting policy may be waived.  Generally vote for management proposals to adopt confidential voting.

 

Cumulative Voting

 

Proposals to eliminate cumulative voting will be determined on a case-by-case basis.  Proposals to restore or provide for cumulative voting in the absence of sufficient good governance provisions and/or poor relative shareholder returns will be determined on a case-by-case basis.

 

Antitakeover Defenses and Voting Related Issues

 

Advance Notice Requirements for Shareholder Proposals/Nominations

 

Votes on advance notice proposals are determined on a case-by-case basis.

 

Amend Bylaws without Shareholder Consent

 

Proposals giving the board exclusive authority to amend the bylaws will be determined on a case-by-case basis.  Generally vote for proposals giving the board the ability to amend the bylaws in addition to shareholders.

 

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Poison Pills (Shareholder Rights Plans)

 

Generally vote for shareholder proposals requesting that the company submit its poison pill to a shareholder vote or redeem it.  Votes regarding management proposals to ratify a poison pill should be determined on a case-by-case basis.  Plans should embody the following attributes: (1) 20% or higher flip-in or flip-over; (2) two to three year sunset provision; (3) no dead-hand or no-hand features; or (4) shareholder redemption feature

 

Shareholders’ Ability to Act by Written Consent

 

Generally vote against proposals to restrict or prohibit shareholders’ ability to take action by written consent.  Generally vote for proposals to allow or make easier shareholder action by written consent.

 

Shareholders’ Ability to Call Special Meetings

 

Proposals to restrict or prohibit shareholders’ ability to call special meetings or that remove restrictions on the right of shareholders to act independently of management will be determined on a case-by-case basis.

 

Supermajority Vote Requirements

 

Proposals to require a supermajority shareholder vote will be determined on a case-by-case basis Proposals to lower supermajority vote requirements will be determined on a case-by-case basis.

 

Merger and Corporate Restructuring

 

Appraisal Rights

 

Generally vote for proposals to restore, or provide shareholders with, rights of appraisal.

 

Asset Purchases

 

Generally vote case-by-case on asset purchase proposals, taking into account: (1) purchase price, including earnout and contingent payments; (2) fairness opinion; (3) financial and strategic benefits; (4) how the deal was negotiated; (5) conflicts of interest; (6) other alternatives for the business; or (7) noncompletion risk (company’s going concern prospects, possible bankruptcy).

 

Asset Sales

 

Votes on asset sales should be determined on a case-by-case basis after considering: (1) impact on the balance sheet/working capital; (2) potential elimination of diseconomies; (3) anticipated financial and operating benefits; (4) anticipated use of funds; (5) value received for the asset; fairness opinion (if any); (6) how the deal was negotiated; or (6) Conflicts of interest

 

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Conversion of Securities

 

Votes on proposals regarding conversion of securities are determined on a case-by-case basis. When evaluating these proposals, should review (1) dilution to existing shareholders’ position; (2) conversion price relative to market value; (3) financial issues: company’s financial situation and degree of need for capital; effect of the transaction on the company’s cost of capital; (4) control issues: change in management; change in control; standstill provisions and voting agreements; guaranteed contractual board and committee seats for investor; veto power over certain corporate actions; (5) termination penalties; (6) conflict of interest: arm’s length transactions, managerial incentives.  Generally vote for the conversion if it is expected that the company will be subject to onerous penalties or will be forced to file for bankruptcy if the transaction is not approved.

 

Corporate Reorganization

 

Votes on proposals to increase common and/or preferred shares and to issue shares as part of a debt restructuring plan are determined on a case-by-case basis, after evaluating: (1) dilution to existing shareholders’ position; (2) terms of the offer; (3) financial issues; (4) management’s efforts to pursue other alternatives; (5) control issues; (6) conflict of interest.  Generally vote for the debt restructuring if it is expected that the company will file for bankruptcy if the transaction is not approved.

 

Reverse Leveraged Buyouts

 

Votes on proposals to increase common and/or preferred shares and to issue shares as part of a debt restructuring plan are determined on a case-by-case basis, after evaluating: (1) dilution to existing shareholders’ position; (2) terms of the offer; (3) financial issues; (4) management’s efforts to pursue other alternatives; (5) control issues; (6) conflict of interest.  Generally vote for the debt restructuring if it is expected that the company will file for bankruptcy if the transaction is not approved.

 

        Formation of Holding Company

 

Votes on proposals regarding the formation of a holding company should be determined on a case-by-case basis taking into consideration: (1) the reasons for the change; (2) any financial or tax benefits; (3) regulatory benefits; (4) increases in capital structure; (5) changes to the articles of incorporation or bylaws of the company.  Absent compelling financial reasons to recommend the transaction, generally vote against the formation of a holding company if the transaction would include either of the following: (1) increases in common or preferred stock in excess of the allowable maximum as calculated a model capital structure; (2) adverse changes in shareholder rights; (3) going private transactions; (4) votes going private transactions on a case-by-case basis, taking into account: (a) offer price/premium; (b) fairness opinion; (c) how the deal was negotiated; (d) conflicts of interest; (e) other alternatives/offers considered; (f) noncompletion risk.

 

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Joint Ventures

 

Vote on a case-by-case basis on proposals to form joint ventures, taking into account: (1) percentage of assets/business contributed; (2) percentage ownership; (3) financial and strategic benefits; (4) governance structure; (5) conflicts of interest; (6) other alternatives; (7) noncompletion risk; (8) liquidations.  Votes on liquidations should be determined on a case-by-case basis after reviewing: (1) management’s efforts to pursue other alternatives such as mergers; (2) appraisal value of the assets (including any fairness opinions); (3) compensation plan for executives managing the liquidation.  Generally vote for the liquidation if the company will file for bankruptcy if the proposal is not approved.

 

Mergers and Acquisitions

 

Votes on mergers and acquisitions should be considered on a case-by-case basis, determining whether the transaction enhances shareholder value by giving consideration to: (1) prospects of the combined companies; (2) anticipated financial and operating benefits; (3) offer price; (4) fairness opinion; (5) how the deal was negotiated; (6) changes in corporate governance and their impact on shareholder rights; (7) change in the capital structure; (8) conflicts of interest.

 

Private Placements

 

Votes on proposals regarding private placements should be determined on a case-by-case basis. When evaluating these proposals, should review: (1) dilution to existing shareholders’ position; (2) terms of the offer; (3) financial issues; (4) management’s efforts to pursue alternatives such as mergers; (5) control issues; (6) conflict of interest.  Generally vote for the private placement if it is expected that the company will file for bankruptcy if the transaction is not approved.

 

Prepackaged Bankruptcy Plans

 

Votes on proposals to increase common and/or preferred shares and to issue shares as part of a debt restructuring plan are determined on a case-by-case basis, after evaluating: (1) dilution to existing shareholders’ position; (2) terms of the offer; (3) financial issues; (4) management’s efforts to pursue other alternatives; (5) control issues; (6) conflict of interest.  Generally vote for the debt restructuring if it is expected that the company will file for bankruptcy if the transaction is not approved.

 

Recapitalization

 

Votes case-by-case on recapitalizations (reclassifications of securities), taking into account: (1) more simplified capital structure; (2) enhanced liquidity; (3) fairness of conversion terms, including fairness opinion; (4) impact on voting power and dividends; (5) reasons for the reclassification; (6) conflicts of interest; (7) other alternatives considered.

 

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Reverse Stock Splits

 

Generally vote for management proposals to implement a reverse stock split when the number of authorized shares will be proportionately reduced.  Generally vote for management proposals to implement a reverse stock split to avoid delisting.  Votes on proposals to implement a reverse stock split that do not proportionately reduce the number of shares authorized for issue should be determined on a case-by-case basis.

 

Spinoffs

 

Votes on spinoffs should be considered on a case-by-case basis depending on: (1) tax and regulatory advantages; (2) planned use of the sale proceeds; (3) valuation of spinoff; fairness opinion; (3) benefits that the spinoff may have on the parent company including improved market focus; (4) conflicts of interest; managerial incentives; (5) any changes in corporate governance and their impact on shareholder rights; (6) change in the capital structure

 

Value Maximization Proposals

 

Vote case-by-case on shareholder proposals seeking to maximize shareholder value.

 

Capital Structure

 

Adjustments to Par Value of Common Stock

 

Generally vote for management proposals to reduce the par value of common stock unless the action is being taken to facilitate an antitakeover device or some other negative corporate governance action.  Generally vote for management proposals to eliminate par value.

 

Common Stock Authorization

 

Votes on proposals to increase the number of shares of common stock authorized for issuance are determined on a case-by-case basis.  Generally vote against proposals at companies with dual-class capital structures to increase the number of authorized shares of the class of stock that has superior voting rights.  Generally vote for proposals to approve increases beyond the allowable increase when a company’s shares are in danger of being delisted or if a company’s ability to continue to operate as a going concern is uncertain.

 

Dual-class Stock

 

Generally vote against proposals to create a new class of common stock with superior voting rights.  Generally vote for proposals to create a new class of nonvoting or subvoting common stock if: (1) it is intended for financing purposes with minimal or no dilution to current shareholders; (2) it is not designed to preserve the voting power of an insider or significant shareholder.

 

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Issue Stock for Use with Rights Plan

 

Generally vote against proposals that increase authorized common stock for the explicit purpose of implementing a shareholder rights plan.

 

Preemptive Rights

 

Votes regarding shareholder proposals seeking preemptive rights should be determined on a case-by-case basis after evaluating: (1) the size of the company; (2) the shareholder base; (3) the liquidity of the stock

 

Preferred Stock

 

Generally vote against proposals authorizing the creation of new classes of preferred stock with unspecified voting, conversion, dividend distribution, and other rights (“blank check” preferred stock).  Generally vote for proposals to create “declawed” blank check preferred stock (stock that cannot be used as a takeover defense).  Generally vote for proposals to authorize preferred stock in cases where the company specifies the voting, dividend, conversion, and other rights of such stock and the terms of the preferred stock appear reasonable.  Generally vote against proposals to increase the number of blank check preferred stock authorized for issuance when no shares have been issued or reserved for a specific purpose.  Generally vote case-by-case on proposals to increase the number of blank check preferred shares after analyzing the number of preferred shares available for issue given a company’s industry and performance in terms of shareholder returns.

 

Recapitalization

 

Vote case-by-case on recapitalizations (reclassifications of securities), taking into account: (1) more simplified capital structure; (2) enhanced liquidity; (3) fairness of conversion terms, including fairness opinion; (4) impact on voting power and dividends; (5) reasons for the reclassification; (6) conflicts of interest; (7) other alternatives considered.

 

Reverse Stock Splits

 

Generally vote for management proposals to implement a reverse stock split when the number of authorized shares will be proportionately reduced.  Generally vote for management proposals to implement a reverse stock split to avoid delisting.  Votes on proposals to implement a reverse stock split that do not proportionately reduce the number of shares authorized for issue should be determined on a case-by-case basis.

 

Share Repurchase Programs

 

Generally vote for management proposals to institute open-market share repurchase plans in which all shareholders may participate on equal terms.

 

A-11



 

Stock Distributions: Splits and Dividends

 

Generally vote for management proposals to increase the common share authorization for a stock split or share dividend, provided that the increase in authorized shares would not result in an excessive number of shares available for issuance.

 

Tracking Stock

 

Votes on the creation of tracking stock are determined on a case-by-case basis, weighing the strategic value of the transaction against such factors as: (1) adverse governance changes; (2) excessive increases in authorized capital stock; (3) unfair method of distribution; (4) diminution of voting rights; (5) adverse conversion features; (6) negative impact on stock option plans; (7) other alternatives such as a spinoff.

 

Executive and Director Compensation

 

Executive and Director Compensation

 

Votes on compensation plans for directors are determined on a case-by-case basis.

 

Stock Plans in Lieu of Cash

 

Votes for plans which provide participants with the option of taking all or a portion of their cash compensation in the form of stock are determined on a case-by-case basis.  Generally vote for plans which provide a dollar-for-dollar cash for stock exchange.  Votes for plans which do not provide a dollar-for-dollar cash for stock exchange should be determined on a case-by-case basis.

 

Director Retirement Plans

 

Generally vote against retirement plans for nonemployee directors.  Generally vote for shareholder proposals to eliminate retirement plans for nonemployee directors.

 

Management Proposals Seeking Approval to Reprice Options

 

Votes on management proposals seeking approval to reprice options are evaluated on a case-by-case basis giving consideration to the following: (1) historic trading patterns; (2) rationale for the repricing; (3) value-for-value exchange; (4) option vesting; (5) term of the option; (6) exercise price; (7) participants; (8) employee stock purchase plans.  Votes on employee stock purchase plans should be determined on a case-by-case basis.  Generally vote for employee stock purchase plans where: (1) purchase price is at least 85 percent of fair market value; (2) offering period is 27 months or less, and (3) potential voting power dilution (VPD) is ten percent or less.  Generally vote against employee stock purchase plans where either: (1) purchase price is less than 85 percent of fair market value; (2) Offering period is greater than 27 months, or (3) VPD is greater than ten percent

 

A-12



 

Incentive Bonus Plans and Tax Deductibility Proposals

 

Generally vote for proposals that simply amend shareholder-approved compensation plans to include administrative features or place a cap on the annual grants any one participant may receive.  Generally vote for proposals to add performance goals to existing compensation plans.  Votes to amend existing plans to increase shares reserved and to qualify for favorable tax treatment considered on a case-by-case basis.  Generally vote for cash or cash and stock bonus plans that are submitted to shareholders for the purpose of exempting compensation from taxes if no increase in shares is requested.

 

Employee Stock Ownership Plans (ESOPs)

 

Generally vote for proposals to implement an ESOP or increase authorized shares for existing ESOPs, unless the number of shares allocated to the ESOP is excessive (more than five percent of outstanding shares.)

 

401(k) Employee Benefit Plans

 

Generally vote for proposals to implement a 401(k) savings plan for employees.

 

Shareholder Proposals Regarding Executive and Director Pay

 

Generally vote for shareholder proposals seeking additional disclosure of executive and director pay information, provided the information requested is relevant to shareholders’ needs, would not put the company at a competitive disadvantage relative to its industry, and is not unduly burdensome to the company.  Generally vote against shareholder proposals seeking to set absolute levels on compensation or otherwise dictate the amount or form of compensation.  Generally vote against shareholder proposals requiring director fees be paid in stock only.  Generally vote for shareholder proposals to put option repricings to a shareholder vote.  Vote for shareholders proposals to exclude pension fund income in the calculation of earnings used in determining executive bonuses/compensation.  Vote on a case-by-case basis for all other shareholder proposals regarding executive and director pay, taking into account company performance, pay level versus peers, pay level versus industry, and long term corporate outlook.

 

Performance-Based Option Proposals

 

Generally vote for shareholder proposals advocating the use of performance-based equity awards (indexed, premium-priced, and performance-vested options), unless: (1) the proposal is overly restrictive; or (2) the company demonstrates that it is using a substantial portion of performance-based awards for its top executives.

 

Stock Option Expensing

 

Generally vote for shareholder proposals asking the company to expense stock options unless the company has already publicly committed to start expensing by a specific date.

 

A-13



 

Golden and Tin Parachutes

 

Generally vote for shareholder proposals to require golden and tin parachutes to be submitted for shareholder ratification, unless the proposal requires shareholder approval prior to entering into employment contracts.  Vote on a case-by-case basis on proposals to ratify or cancel golden or tin parachutes.

 

May 13, 2008

 

A-14



 

APPENDIX B

 

DESCRIPTION OF RATINGS

 

Commercial Paper Ratings

 

Commercial paper rated A-1 by the Standard and Poor’s Division of The McGraw-Hill Companies, Inc. (“S&P”) indicates that the degree of safety regarding timely payment is strong.  Those issues determined to possess extremely strong safety characteristics are denoted with a plus sign designation.  Capacity for timely payment on commercial paper rated A-2 is satisfactory, but the relative degree of safety is not as high as for issues designated A-1.

 

The rating Prime-1 is the highest commercial paper rating assigned by Moody’s Investors Service, Inc. (“Moody’s”).  Issuers rated Prime-1 (or related supporting institutions) are considered to have a superior capacity for repayment of short-term promissory obligations.  Issuers rated Prime-2 (or related supporting institutions) are considered to have a strong capacity for repayment of short-term promissory obligations.  This will normally be evidenced by many of the characteristics of issuers rated Prime-1 but to a lesser degree.  Earnings trends and coverage ratios, while sound, will be more subject to variation.  Capitalization characteristics, while still appropriate, may be more affected by external conditions.  Ample alternative liquidity is maintained.

 

Short-Term Note Ratings

 

The following summarizes the two highest ratings used by S&P for short-term notes:

 

SP-1 - Loans bearing this designation evidence a very strong or strong capacity to pay principal and interest.  Those issues determined to possess overwhelming safety characteristics will be given a plus sign designation.

 

SP-2 - Loans bearing this designation evidence a satisfactory capacity to pay principal and interest..

 

The following summarizes the two highest ratings used by Moody’s for short-term notes and variable rate demand obligations:

 

MIG-1/VMIG-1 - Obligations bearing these designations are of the best quality, enjoying strong protection from established cash flows of funds for their servicing or from established and broad-based access to the market for refinancing, or both.

 

MIG-2/VMIG-2 - Obligations bearing these designations are of high quality with margins of protection ample although not so large as in the preceding group.

 

Corporate Bond and Municipal Obligations Ratings

 

The following summarizes the ratings used by S&P for corporate bonds and Municipal Obligations:

 

B-1



 

AAA - This is the highest rating assigned by S&P to a debt obligation and indicates an extremely strong capacity to pay interest and repay principal.

 

AA - Debt rated AA has a very strong capacity to pay interest and repay principal and differs from AAA issues only in small degree.

 

A - Debt rated A has a strong capacity to pay interest and repay principal although it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher-rated categories.

 

BBB - This is the lowest investment grade.  Debt rated BBB is regarded as having an adequate capacity to pay interest and repay principal.  Although it normally exhibits adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal for bonds in this category than for bonds in higher rated categories.

 

BB, B and CCC - Debt rated BB and B are regarded, on balance, as predominately speculative with respect to capacity to pay interest and repay principal in accordance with the terms of the obligation.  BB represents a lower degree of speculation than B, and CCC the highest degree of speculation.  While such bonds will likely have some quality and protective characteristics, these are outweighed by large uncertainties or major risk exposures to adverse conditions.

 

BB - Debt rated BB has less near-term vulnerability to default than other speculative issues.  However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions, which could lead to inadequate capacity to meet timely interest and principal payments.  The BB rating category is also used for debt subordinated to senior debt that is assigned an actual or implied BBB rating.

 

B - Debt rated B has a greater vulnerability to default but currently has the capacity to meet interest payments and principal repayments.  Adverse business, financial, or economic conditions will likely impair capacity or willingness to pay interest and repay principal.  The B rating category is also used for debt subordinated to senior debt that is assigned an actual or implied BB or BB- rating.

 

CCC - Debt rated CCC has a currently identifiable vulnerability to default and is dependent upon favorable business, financial and economic conditions to meet timely payment of interest and repayment of principal.  In the event of adverse business, financial or economic conditions, it is not likely to have the capacity to pay interest and repay principal. 

 

B-2



 

The CCC rating category is also used for debt subordinated to senior debt that is assigned an actual or implied B or B- rating.

 

CC - This rating is typically applied to debt subordinated to senior debt that is assigned an actual or implied CCC rating.

 

C - This rating is typically applied to debt subordinated to senior debt which is assigned an actual or implied CCC- debt rating.  The C rating may be used to cover a situation where a bankruptcy petition has been filed, but debt service payments are continued.

 

Additionally, the rating CI is reserved for income bonds on which no interest is being paid.  Such debt is rated between debt rated C and debt rated D.

 

To provide more detailed indications of credit quality, the ratings may be modified by the addition of a plus or minus sign to show relative standing within this major rating category.

 

D - Debt rated D is in payment default.  The D rating category is used when interest payments or principal payments are not made on the date due even if the applicable grace period has not expired, unless S&P believes that such payments will be made during such grace period.  The D rating also will be used upon the filing of a bankruptcy petition if debt service payments are jeopardized.

 

The following summarizes the ratings used by Moody’s for corporate bonds and Municipal Obligations:

 

Aaa - Bonds that are rated Aaa are judged to be of the best quality.  They carry the smallest degree of investment risk and are generally referred to as “gilt edged.”  Interest payments are protected by a large or exceptionally stable margin and principal is secure.  While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues.

 

Aa - Bonds that are rated Aa are judged to be of high quality by all standards.  Together with the Aaa group they comprise what are generally known as high grade bonds.  They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long-term risks appear somewhat larger than in Aaa securities.

 

B-3



 

A - Bonds which are rated A possess many favorable investment attributes and are to be considered as upper-medium-grade obligations.  Factors giving security to principal and interest are considered adequate, but elements may be present which suggest a susceptibility to impairment sometime in the future.

 

Baa - Bonds which are rated Baa are considered as medium-grade obligations, i.e., they are neither highly protected nor poorly secured.  Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time.  Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well.

 

Ba - Bonds which are rated Ba are judged to have speculative elements; their future cannot be considered as well assured.  Often the protection of interest and principal payments may be very moderate and thereby not well safeguarded during both good and bad times over the future.  Uncertainty of position characterizes bonds in this class.

 

B - Bonds which are rated B generally lack characteristics of desirable investments.  Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small.

 

Moody’s applies numerical modifiers (1, 2 and 3) with respect to the bonds rated “Aa” through “B.”  The modifier 1 indicates that the bond being rated ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates that the bond ranks in the lower end of its generic rating category.

 

Caa - Bonds that are rated Caa are of poor standing.  These issues may be in default or present elements of danger may exist with respect to principal or interest.

 

Ca - Bonds which are rated Ca represent obligations which are speculative in a high degree.  Such issues are often in default or have other marked shortcomings.

 

C - Bonds which are rated C comprise the lowest rated class of bonds, and issues so rated can be regarded as having extremely poor prospects of ever attaining any real investment standing.

 

B-4



 

Appendix C

 

Fee arrangement for the Sale of Shares of the Credit Suisse Trust

 

Name of Service Organization

 

Fee Arrangement (as a percentage of the portfolio’s average net assets)

 

 

 

AIG Life Bermuda Ltd.

 

0.25%

 

 

 

AIG Life Insurance Co

 

0.25%

 

 

 

Allmerica Financial Life Ins.

 

0.25%

 

 

 

Riversource Life Insurance Co. of New York

 

.045% for the Global Small Cap, Mid-Cap Core and Small Cap Core I Portfolios; 0.25% for the Commodity Return Strategy Portfolio plus a distribution fee (a Rule 12b-1 fee) of 0.25% for the Commodity Return Strategy Portfolio

 

 

 

American General Life Ins. Co.

 

0.25%

 

 

 

American Life Insurance Co. of NY

 

0.25%

 

 

 

Empire Fidelity Inv. Corp.

 

0.35%

 

 

 

Fed Kemper Life Assurance Co.

 

0.25%
.50% of assets paid solely to Scudder ZS4/Zurich Archway contract

 

 

 

Fidelity Invest. Life Ins. Co.

 

0.35%

 

 

 

First Allmerica Fin. Life Ins.

 

0.25%

 

 

 

Horace Mann Life Ins. Co.

 

0.30%

 

 

 

Riversource Life Insurance Company

 

.045% for the Global Small Cap, Mid-Cap Core and Small Cap Core I Portfolios; 0.25% for the Commodity Return Strategy Portfolio plus a distribution fee (a Rule 12b-1 fee) of 0.25% for the Commodity Return Strategy Portfolio

 

 

 

Jefferson National Life Insurance

 

0.25%

 

 

 

Kemper Investors Life Ins. Co.

 

0.25%; 0.50% of the average combined daily net assets of all the shares held in the account attributable solely to certain contract

 

C-1



 

Metropolitan Life Ins Co - DCG

 

0.25%

 

 

 

Midland National Life Insurance Co.

 

0.45%

 

 

 

Minnesota Life Ins Company

 

0.35%

 

 

 

Nationwide Financial Services Inc

 

Depending on corresponding Nationwide contracts and/or variable accounts, for certain portfolios: 0.35% of the assets; for other portfolios: 0% if the assets held in the portfolios are below $50 million; 0.15% if the assets held in the portfolios are between $50 million to $1 billion; and 0.20% if the assets held in the portfolios are over $1 billion

 

 

 

Pruco Life Insurance Co

 

0.30%

 

 

 

Pruco Life Of New Jersey

 

0.30%

 

 

 

Prudential Insurance Co. of America

 

0.20%

 

 

 

Sun Life of Canada (U.S.)

 

0.35% for all Trust Portfolios except for Small Cap Core I Portfolio which is paid at a rate of 0.25%

 

 

 

The Manufacturers Insurance Company

 

0.50%

 

 

 

TIAA-Cref Life Insurance Company

 

0.25%

 

 

 

Travelers Insurance Co.

 

0.35%

 

 

 

Travelers Life and Annuity Co

 

0.50%

 

 

 

United Life & Annuity Ins. Co.

 

0.25%

 

C-2



 

STATEMENT OF ADDITIONAL INFORMATION

 

May 1, 2009

 


 

CREDIT SUISSE TRUST

 

Commodity Return Strategy Portfolio

 

This Statement of Additional Information (the “SAI”) provides information about the Commodity Return Strategy Portfolio (the “Portfolio”), a series of Credit Suisse Trust (the “Trust”), that supplements information contained in the Prospectus for the Portfolio (the “ Prospectus ”), dated May 1, 2009.

 

The Portfolio’s audited Annual Report , which either accompanies this SAI or has previously been provided to the investor to whom this SAI is being sent, as relevant to the particular investor, is incorporated herein by reference.

 

This SAI is not itself a prospectus.  Copies of the Portfolio’s Prospectus and Annual Report may be obtained by writing or telephoning:

 

Credit Suisse Trust
P.O. Box 55030
Boston, MA 02205-5030
1-800-222-8977

 



 

Table of Contents

 

 

Page

 

 

INVESTMENT OBJECTIVE AND POLICIES

1

General Investment Strategies

1

Commodity-Linked Derivatives

1

Swap Agreements

2

Limitations on Leverage

5

Principal Protection

5

Hedging Generally

6

Interest Rate Caps, Floors and Collars

8

Options and Currency Exchange Transactions

8

Securities Options

8

Securities and Commodities Index Options

11

Uncovered Options Transactions

12

OTC Options

12

Currency Transactions

12

Forward Currency Contracts

13

Currency Options

13

Currency Hedging

13

Options on Swaps (“Swaptions”)

14

Futures Activities

15

Futures Contracts

16

Comparison of Commodity Futures and Forward Contracts

17

Options on Futures Contracts

18

Asset Coverage for Forward Contracts, Swap Agreements, Options, Futures and Options on Futures

18

Money Market Obligations

19

Money Market Mutual Funds

19

Recent Market Events

20

Temporary Investments

20

Convertible Securities

20

Structured Securities

21

Mortgage-Backed Securities

21

Asset-Backed Securities

22

Collateralized Mortgage Obligations

22

Structured Notes, Bonds or Debentures

24

Assignments and Participations

24

Foreign Investments

25

Foreign Currency Exchange

25

Information

25

Political Instability

25

Foreign Markets

26

Increased Expenses

26

Foreign Debt Securities

26

Privatizations

26

 

i



 

Brady Bonds

27

Depository Receipts

27

U.S. Government Securities

28

Municipal Obligations

28

Alternative Minimum Tax Bonds

30

Securities of Other Investment Companies

30

Investment Grade Securities

30

Below Investment Grade Securities

31

Emerging Markets

32

Lending Portfolio Securities

33

Repurchase Agreements

34

Reverse Repurchase Agreements and Dollar Rolls

34

Zero Coupon Securities

35

Government Zero Coupon Securities

35

Short Sales

35

Short Sales “Against the Box”

36

Emerging Growth and Smaller Capitalization Companies; Unseasoned Issuers

36

“Special Situation” Companies

37

Variable and Floating Rate Securities and Master Demand Notes

37

Event-Linked Bonds

38

Delayed Funding Loans and Revolving Credit Facilities

39

When-Issued Securities and Delayed-Delivery Transactions

39

To-Be-Announced Mortgage-Backed Securities

40

Stand-By Commitment Agreements

40

Real Estate Investment Trusts

41

Warrants

42

Non-Publicly Traded and Illiquid Securities

42

Rule 144A Securities

43

Borrowing

43

Non-Diversified Status

44

Investments in the Subsidiary

44

The Dow Jones-AIG Commodity Index Total Return

46

DJ-AIG Index Performance

47

INVESTMENT RESTRICTIONS

48

PORTFOLIO VALUATION

50

PORTFOLIO TRANSACTIONS

52

PORTFOLIO TURNOVER

54

MANAGEMENT OF THE TRUST

54

Ownership in Securities of the Trust and Fund Complex

58

Compensation

60

Proxy Voting Policy

61

Disclosure of Portfolio Holdings

61

Investment Advisory Agreement

63

Portfolio Managers

65

 

ii



 

Registered Investment Companies, Pooled Investment Vehicles and Other Accounts Managed

65

Ownership in Securities of the Portfolio

65

Portfolio Managers’ Compensation

66

Potential Conflicts of Interest

66

Co-Administration Agreements

67

Code of Ethics

67

Custodian Agreement

68

Transfer Agency and Service Agreement

69

Distributor

69

Shareholder Servicing

70

Organization of the Trust

71

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

72

ADDITIONAL INFORMATION CONCERNING TAXES

73

The Portfolio

74

Special Tax Considerations

76

Zero Coupon Securities

77

Constructive Sales

77

Straddles

77

Options and Section 1256 Contracts

78

Swaps

78

Tax Treatment of Swaps and Structured Notes

79

Foreign Investments

79

Passive Foreign Investment Companies

79

Variable Contracts and Plans

80

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND COUNSEL

80

MISCELLANEOUS

81

FINANCIAL STATEMENTS

81

 

 

APPENDIX A

A-1

APPENDIX B

B-1

APPENDIX C

C-1

 

iii



 

INVESTMENT OBJECTIVE AND POLICIES

 

The following information supplements the description of the Portfolio’s investment objective and policies in the Prospectus .  There are no assurances that the Portfolio will achieve its investment objective.

 

The investment objective of the Portfolio is total return.

 

Unless otherwise indicated, the Portfolio is permitted, but not obligated, to engage in the following investment strategies, subject to any percentage limitations set forth below.  Any percentage limitation on the Portfolio’s ability to invest in debt securities will not be applicable during periods when the Portfolio pursues a temporary defensive strategy as discussed below.

 

The Portfolio does not represent that these techniques are available now or will be available at any time in the future.

 

General Investment Strategies

 

Commodity-Linked Derivatives .  The Portfolio invests in commodity-linked derivative instruments, such as structured notes, swap agreements, commodity options, futures and options on futures.  The prices of commodity-linked derivative instruments may move in different directions than investments in traditional equity and debt securities when the value of those traditional securities is declining due to adverse economic conditions.  As an example, during periods of rising inflation, historically debt securities have tended to decline in value due to the general increase in prevailing interest rates.  Conversely, during those same periods of rising inflation, historically the prices of certain commodities, such as oil and metals, have tended to increase.  Of course, there cannot be any guarantee that derivative instruments will perform in that manner in the future, and at certain times the price movements of commodity-linked investments have been parallel to debt and equity securities.

 

During the period 1970 through 2008, the correlation between the quarterly investment returns of commodities and the quarterly investment returns of traditional financial assets such as stocks and bonds generally was negative.  This inverse relationship occurred generally because commodities have historically tended to increase and decrease in value during different parts of the business cycle than financial assets.  Nevertheless, at various times, commodities prices may move in tandem with the prices of financial assets and thus may not provide overall portfolio diversification benefits.

 

The reverse may be true during “bull markets,” when the value of traditional securities such as stocks and bonds is increasing.  Under such favorable economic conditions, the Portfolio’s investments may be expected not to perform as well as an investment in traditional securities.  Over the long term, the returns on the Portfolio’s investments are expected to exhibit low or negative correlation with stocks and bonds.

 

In selecting investments for the Portfolio, Credit Suisse Asset Management, LLC (“Credit Suisse” or the “Adviser”), the Portfolio’s investment adviser, evaluates the merits of the investments primarily through the exercise of its own investment analysis.  In the case of derivative instruments, that process may include the evaluation of the underlying commodity,

 



 

futures contract, index or other economic variable that is linked to the instrument, the issuer of the instrument, and whether the principal of the instrument is protected by any form of credit enhancement or guarantee.

 

The Portfolio’s primary vehicle for gaining exposure to the commodities markets is expected to be through commodity-linked structured notes, swap agreements and commodity futures and options.  These instruments have one or more commodity-dependent components.  They are derivative instruments because at least part of their value is derived from the value of an underlying commodity index, commodity futures contract, index or other readily measurable economic variable.  The Portfolio will invest in commodity-linked structured notes and swap agreements whose performance is linked to the Dow Jones-AIG Commodity Index Total Return (“DJ-AIG Index”), swap agreements on the DJ-AIG Index and, through investments in the Credit Suisse Cayman Commodity Fund II, Ltd. (the “Subsidiary”), a wholly owned subsidiary of the Trust formed in the Cayman Islands, futures contracts on individual commodities or a subset of commodities and options on them.

 

Swap Agreements .  The Portfolio may enter into swap agreements with respect to commodities, interest rates and indexes of commodities or securities, specific securities and commodities, and mortgage, credit and event-linked swaps, and to the extent it may invest in foreign-currency denominated securities, may enter into swap agreements with respect to foreign currencies.

 

The Portfolio may enter into swap transactions for any legal purpose consistent with its investment objective and policies, such as for the purpose of attempting to obtain or preserve a particular return or spread at a lower cost than obtaining a return or spread through purchase and/or sales of instruments in other markets, to seek to increase total return (speculation), to protect against currency fluctuations, as a duration management technique, to protect against any increase in the price of securities the Portfolio anticipates purchasing at a later date, or to gain exposure to certain markets in the most economical way possible.

 

Swap agreements are two-party contracts entered into primarily by institutional investors for periods ranging from a few weeks to more than one year.  In a standard “swap” transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments, which may be adjusted for an interest factor.  The gross returns to be exchanged or “swapped” between the parties are generally calculated with respect to a “notional amount,” i.e., the return on or increase in value of a particular dollar amount invested at a particular interest rate, in a particular foreign currency, or in a “basket” of securities or commodities representing a particular index.  Interest rate swaps involve the exchange by the Portfolio with another party of their respective commitments to pay or receive interest, such as an exchange of fixed rate payments for floating rate payments.  Index swaps involve the exchange by the Portfolio with another party of the respective amounts payable with respect to a notional principal amount related to one or more indexes.  Mortgage swaps are similar to interest rate swaps in that they represent commitments to pay and receive interest.  The notional principal amount, however, is tied to a reference pool or pools of mortgages.  Currency swaps involve the exchange of cash flows on a notional amount of two or more currencies based on their relative future values.

 

2



 

The Portfolio intends to invest in commodity swap agreements.  An investment in a commodity swap agreement may, for example, involve the exchange of floating-rate interest payments for the total return on a commodity index.  In a total return commodity swap, the Portfolio will receive the price appreciation of a commodity index, a portion of the index, or a single commodity in exchange for paying an agreed-upon fee.  If the commodity swap is for one period, the Portfolio may pay a fixed fee, established at the outset of the swap.  However, if the term of the commodity swap is more than one period, with interim swap payments, the Portfolio may pay an adjustable or floating fee.  With a “floating” rate, the fee may be pegged to a base rate, such as the London Interbank Offered Rate, and is adjusted each period.  Therefore, if interest rates increase over the term of the swap contract, the Portfolio may be required to pay a higher fee at each swap reset date.

 

The Portfolio may enter into credit default swap agreements.  The “buyer” in a credit default contract is obligated to pay the “seller” a periodic stream of payments over the term of the contract provided that no event of default on an underlying reference obligation has occurred.  If an event of default occurs, the seller must pay the buyer the full notional value, or “par value,” of the reference obligation in exchange for the reference obligation.  The Portfolio may be either the buyer or seller in a credit default swap transaction.  If the Portfolio is a buyer and no event of default occurs, the Portfolio will lose its investment and recover nothing.  However, if an event of default occurs, the Portfolio (if the buyer) will receive the full notional value of the reference obligation that may have little or no value.  As a seller, the Portfolio receives a fixed rate of income throughout the term of the contract, which typically is between six months and three years, provided that there is no default event.  If an event of default occurs, the seller must pay the buyer the full notional value of the reference obligation.  Credit default swap transactions involve greater risks than if the Portfolio had invested in the reference obligation directly.

 

Most swap agreements entered into by the Portfolio would calculate the obligations of the parties to the agreement on a “net” basis, which means that the two payment streams are netted out, with the Portfolio receiving or paying, as the case may be, only the net amount of the two payments.  Consequently, the Portfolio’s current obligations (or rights) under a swap agreement will generally be equal only to the net amount to be paid or received under the agreement based on the relative values of the positions held by each party to the agreement.  The Portfolio’s current obligations under a swap agreement will be accrued daily (offset against any amounts owed to the Portfolio) and any accrued but unpaid net amounts owed to a swap counterparty will be covered by the segregation of assets determined to be liquid by Credit Suisse in accordance with procedures established by the Board of Trustees (the “Board”), to avoid any potential leveraging of the Portfolio’s portfolio.  Obligations under swap agreements so covered will not be construed to be “senior securities” for purposes of the Portfolio’s investment restriction concerning senior securities.

 

Whether the Portfolio’s use of swap agreements will be successful in furthering its investment objective of total return will depend on Credit Suisse’s ability to predict correctly whether certain types of investments are likely to produce greater returns than other investments.  Because they are two party contracts and because they may have terms of greater than seven days, swap agreements may be considered to be illiquid.  Moreover, the Portfolio bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default

 

3



 

or bankruptcy of a swap agreement counterparty.  The Portfolio will enter into swap agreements only with counterparties that meet certain standards of creditworthiness (generally, such counterparties would have to be eligible counterparties under the terms of the Portfolio’s repurchase agreement guidelines).  Pursuant to restrictions imposed on the Portfolio by the Internal Revenue Code of 1986, as amended (the “Code”) which limit the Portfolio’s ability to use swap agreements, the Portfolio limits its investments in commodity-linked swap agreements so that the income derived from commodity-linked swap agreements is limited to a maximum of 10% of the Portfolio’s gross income.

 

Certain structured notes and swap agreements are exempt from most provisions of the Commodity Exchange Act (the “CEA”) and, therefore, are not regulated as futures or commodity option transactions under the CEA, pursuant to regulations approved by the Commodity Futures Trading Commission (the “CFTC”).  To qualify for this exemption, a swap agreement or structured note must be entered into by “eligible participants,” which include the following, provided the participants’ total assets exceed established levels:  a bank or trust company, savings association or credit union, insurance company, investment company subject to regulation under the Investment Company Act of 1940, as amended (the “1940 Act”), commodity pool, corporation, partnership, proprietorship, organization, trust or other entity, employee benefit plan, governmental entity, broker-dealer, futures commission merchant, natural person, or regulated foreign person.  To be eligible, natural persons and most other entities must have total assets exceeding $10 million; commodity pools and employee benefit plans must have assets exceeding $5 million.  In addition, an eligible structured note or swap transaction must meet three conditions.  First, the structured note or swap agreement may not be part of a fungible class of agreements that are standardized as to their material economic terms.  Second, the creditworthiness of parties with actual or potential obligations under the structured note or swap agreement must be a material consideration in entering into or determining the terms of the instrument, including pricing, cost or credit enhancement terms.  Third, structured notes or swap agreements may not be entered into and traded on or through a multilateral transaction execution facility.  The Portfolio may invest in commodity-linked structured notes, swap agreements and other commodity-linked instruments that qualify for exclusion from regulation under the CEA and the regulations adopted thereunder.

 

This exemption is not exclusive, and participants may continue to rely on existing exclusions for swaps, such as the Policy Statement issued in July 1989 which recognized a safe harbor for swap transactions from regulation as futures or commodity option transactions under the CEA or its regulations.  The Policy Statement applies to swap transactions settled in cash that (1) have individually tailored terms, (2) lack exchange-style offset and the use of a clearing organization or margin system, (3) are undertaken in conjunction with a line of business, and (4) are not marketed to the public.

 

Interest rate, index and mortgage swaps do not involve the delivery of securities, other underlying assets or principal.  Accordingly, the risk of loss with respect to interest rate, index and mortgage swaps is limited to the net amount of interest payments that the Portfolio is contractually obligated to make.  If the other party to an interest rate, index or mortgage swap defaults, the Portfolio’s risk of loss consists of the net amount of interest payments that the Portfolio is contractually entitled to receive.  In contrast, currency swaps usually involve the delivery of a gross payment stream in one designated currency in exchange for the gross

 

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payment stream in another designated currency.  Therefore, the entire payment stream under a currency swap is subject to the risk that the other party to the swap will default on its contractual delivery obligations.  To the extent that the net amount payable by the Portfolio under an interest rate, index or mortgage swap and the entire amount of the payment stream payable by the Portfolio under a currency swap are held in a segregated account consisting of cash or liquid securities, the Portfolio and Credit Suisse believe that swaps do not constitute senior securities under the 1940 Act and, accordingly, will not treat them as being subject to the Portfolio’s borrowing restriction.

 

The Subsidiary may invest without limit in commodity-linked swap agreements.  The Subsidiary will comply with the asset segregation requirements to the same extent as the Portfolio.

 

Limitations on Leverage.  As discussed in the Prospectus , some of the derivative instruments in which the Portfolio invests may involve leverage.  Economic leverage occurs when an investor has the right to a return on an investment that exceeds the return that the investor would expect to receive based on the amount contributed to the investment.  Economically leveraged derivative instruments can increase the gain or the loss associated with changes in the value of the underlying instrument.  The Portfolio will seek to limit the amount of economic leverage it has under one derivative instrument in which it invests and the leverage of the Portfolio’s overall portfolio.  The Portfolio will not invest in a hybrid instrument if, at the time of purchase:

 

1.  that instrument’s “leverage ratio” exceeds 300% of the price increase (or decrease) in the underlying index; or

2.  the Portfolio’s “portfolio leverage ratio” exceeds 150%, measured at the time of purchase.

 

“Leverage ratio” is the expected increase in the value of a derivative instrument, assuming a one percent price increase in the underlying index.  In other words, for a derivative instrument with a leverage factor of 150%, a 1% gain in the underlying index would be expected to result in a 1.5% gain in value for the derivative instrument.  “Portfolio leverage ratio” is defined as the average (mean) leverage ratio of all instruments in the Portfolio’s portfolio, weighted by the market values of such instruments or, in the case of futures contracts, their notional values.  To the extent that the policy on the Portfolio’s use of leverage stated above conflicts with the 1940 Act or the rules and regulations thereunder, the Portfolio will comply with the applicable provisions of the 1940 Act.

 

Principal Protection.   Commodity-linked structured notes and certain other commodity-linked instruments may be principal protected, partially protected, or offer no principal protection.  A principal protected hybrid instrument means that the issuer will pay, at a minimum, the par value of the note at maturity.  Therefore, if the commodity value to which the hybrid instrument is linked declines over the life of the note, the Portfolio will receive at maturity the face or stated value of the note.

 

With a principal protected commodity-linked instrument, the Portfolio would receive at maturity the greater of the par value of the note or the increase in value of the

 

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underlying commodity index.  This protection is, in effect, an option whose value is subject to the volatility and price level of the underlying commodity index.  This optionality can be added to an instrument, but only for a cost higher than that of a partially protected (or no protection) instrument.  Credit Suisse’s decision on whether to use principal protection depends in part on the cost of the protection.  The Portfolio will, however, limit commodity-linked notes without principal protection to 10% of its total assets.   In addition, the utility of the protection feature depends upon the ability of the issue to meet its obligation to buy back the security, and therefore depends on the creditworthiness of the issuer.

 

With full principal protection, the Portfolio will receive at maturity of the commodity-linked instrument either the stated par value of the commodity-linked instrument, or, potentially, an amount greater than the stated par value if the underlying commodity index, futures contract or economic variable to which the commodity-linked instrument is linked has increased in value.  Partially protected commodity-linked instruments may suffer some loss of principal if the underlying commodity index, futures contract or economic variable to which the commodity-linked instrument is linked declines in value during the term of the commodity-linked instrument.  However, partially protected commodity-linked instruments have a specified limit as to the amount of principal that they may lose.

 

The Portfolio may also invest in commodity-linked instruments that offer no principal protection.  At maturity, there is a risk that the underlying commodity index, futures contract or other economic variable may have declined sufficiently in value such that some or all of the face value of the instrument might not be returned.  Some of the instruments that the Portfolio may invest in may have no principal protection and the instrument could lose all of its value.

 

With a partially-protected or no-principal-protection commodity-linked instrument, the Portfolio may receive at maturity an amount less than the instrument’s par value if the commodity index or other economic variable value to which the note is linked declines over the term of the note.  Credit Suisse, at its discretion, may invest in a partially protected principal structured note or, within the 10% limitation set forth above, a note without principal protection.  In deciding to purchase a note without principal protection, Credit Suisse may consider, among other things, the expected performance of the underlying commodity index, commodity futures contract or other economic variable over the term of the note, the cost of the note, and any other economic factors which Credit Suisse believes are relevant.

 

The Portfolio does not currently expect to invest more than 25% of its total assets in structured notes under whose terms the potential loss, either at redemption or maturity, is expected to exceed 50% of the face value of the notes, calculated at the time of investment.  The Portfolio does not currently intend to invest more than 10% of its total assets in notes that mature in more than 19 months.

 

Hedging Generally.  The Portfolio may enter into options and futures transactions for several purposes, including generating current income to offset expenses or increase return, and as hedges to reduce investment risk, generally by making an investment expected to move in the opposite direction of a portfolio position.  A hedge is designed to offset a loss in a portfolio position with a gain in the hedged position; at the same time, however, a properly correlated

 

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hedge will result in a gain in the portfolio position being offset by a loss in the hedged position.  As a result, the use of options and futures transactions for hedging purposes could limit any potential gain from an increase in the value of the position hedged.  In addition, the movement in the portfolio position hedged may not be of the same magnitude as movement in the hedge.  With respect to futures contracts, since the value of portfolio securities will far exceed the value of the futures contracts sold by the Portfolio, an increase in the value of the futures contracts could only mitigate, but not totally offset, the decline in the value of the Portfolio’s assets.

 

In hedging transactions based on an index, whether the Portfolio will realize a gain or loss depends upon movements in the level of securities prices in the stock market generally or, in the case of certain indexes, in an industry or market segment, rather than movements in the price of a particular security.  The risk of imperfect correlation increases as the composition of the Portfolio’s assets varies from the composition of the index.  In an effort to compensate for imperfect correlation of relative movements in the hedged position and the hedge, the Portfolio’s hedge positions may be in a greater or lesser dollar amount than the dollar amount of the hedged position.  Such “over hedging” or “under hedging” may adversely affect the Portfolio’s net investment results if the markets do not move as anticipated when the hedge is established.  Securities index futures transactions may be subject to additional correlation risks.  First, all participants in the futures market are subject to margin deposit and maintenance requirements.  Rather than meeting additional margin deposit requirements, investors may close futures contracts through offsetting transactions which would distort the normal relationship between the securities index and futures markets.  Secondly, from the point of view of speculators, the deposit requirements in the futures market are less onerous than margin requirements in the securities market.  Therefore, increased participation by speculators in the futures market also may cause temporary price distortions.  Because of the possibility of price distortions in the futures market and the imperfect correlation between movements in the securities index and movements in the price of securities index futures, a correct forecast of general market trends by Credit Suisse still may not result in a successful hedging transaction.

 

The Portfolio will engage in hedging transactions only when deemed advisable by Credit Suisse, and successful use by the Portfolio of hedging transactions will be subject to Credit Suisse’s ability to predict trends in currency, interest rate or securities markets, as the case may be, and to predict correctly movements in the directions of the hedge and the hedged position and the correlation between them, which predictions could prove to be inaccurate.  This requires different skills and techniques than predicting changes in the price of individual securities, and there can be no assurance that the use of these strategies will be successful.  Even a well-conceived hedge may be unsuccessful to some degree because of unexpected market behavior or trends.  Losses incurred in hedging transactions and the costs of these transactions will affect the Portfolio’s performance.

 

To the extent that the Portfolio engages in commodity-linked derivatives and in the strategies described below, the Portfolio may experience losses greater than if these strategies had not been utilized.  In addition to the risks described, these instruments may be illiquid and/or subject to trading limits, and the Portfolio may be unable to close out a position without incurring substantial losses, if at all.  The Portfolio is also subject to the risk of a default by a counterparty to an off-exchange transaction.

 

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Interest Rate Caps, Floors and Collars .  Forms of swap agreements also include interest rate caps, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates exceed a specified rate, or “cap”; interest rate floors, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates fall below a specified rate, or “floor”; and interest rate collars, under which a party sells a cap and purchases a floor or vice versa in an attempt to protect itself against interest rate movements exceeding given minimum or maximum levels.

 

The Portfolio may enter into interest rate caps, floors and collars for hedging purposes or to seek to increase total return (speculation).  The purchase of an interest rate cap entitles the purchaser, to the extent that a specified index exceeds a predetermined interest rate, to receive payment of interest on a notional principal amount from the party selling such interest rate cap.  The purchase of an interest rate floor entitles the purchaser, to the extent that a specified index falls below a predetermined interest rate, to receive payments of interest on a notional principal amount from the party selling the interest rate floor.  An interest rate collar is the combination of a cap and a floor that preserves a certain return within a predetermined range of interest rates.

 

To the extent that the entire amount of the payment stream payable by the Portfolio under an interest rate cap, floor or collar is held in a segregated account consisting of cash or liquid securities, the Portfolio and Credit Suisse believe that such investments do not constitute senior securities under the 1940 Act and, accordingly, will not treat them as being subject to the Portfolio’s borrowing restriction.

 

Options and Currency Exchange Transactions

 

The Portfolio may purchase and write (sell) options on securities, securities indices, currencies, swap agreements and commodity indexes for hedging purposes or to increase total return.  The Portfolio may enter into futures contracts and options on futures contracts on securities, securities and commodities indices, currencies and commodities and may engage in spot and forward currency exchange transactions (known as “foreign exchange transactions”) for these same purposes, which may involve speculation.  Up to 20% of the Portfolio’s total assets may be at risk in connection with investing in options on securities (other than swaps), securities indices and currencies.  The Portfolio may invest without limit in swaptions. The amount of assets considered to be “at risk” in these transactions is, in the case of purchasing options, the amount of the premium paid, and, in the case of writing options, the value of the underlying obligation.

 

Securities Options .  The Portfolio may write covered put and call options on stock and debt securities and may purchase such options that are traded on foreign and U.S. exchanges, as well as over-the-counter (“OTC”) options.  The Portfolio realizes fees (referred to as “premiums”) for granting the rights evidenced by the options it has written.  A put option embodies the right of its purchaser to compel the writer of the option to purchase from the option holder an underlying security at a specified price for a specified time period or at a specified time.  In contrast, a call option embodies the right of its purchaser to compel the writer of the option to sell to the option holder an underlying security at a specified price for a specified time period or at a specified time.

 

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The potential loss associated with purchasing an option is limited to the premium paid, and the premium would partially offset any gains achieved from its use.  However, for an option writer the exposure to adverse price movements in the underlying security or index is potentially unlimited during the exercise period.  Writing securities options may result in substantial losses to the Portfolio, force the sale or purchase of portfolio securities at inopportune times or at less advantageous prices, limit the amount of appreciation the Portfolio could realize on its investments or require the Portfolio to hold securities it would otherwise sell.

 

The principal reason for writing covered options on a security is to attempt to realize, through the receipt of premiums, a greater return than would be realized on the securities alone.  In return for a premium, the Portfolio as the writer of a covered call option forfeits the right to any appreciation in the value of the underlying security above the strike price for the life of the option (or until a closing purchase transaction can be effected).  When the Portfolio writes call options, it retains the risk of a decline in the price of the underlying security.  The size of the premiums that the Portfolio may receive may be adversely affected as new or existing institutions, including other investment companies, engage in or increase their option-writing activities.

 

If security prices rise, a put writer would generally expect to profit, although its gain would be limited to the amount of the premium it received.  If security prices remain the same over time, it is likely that the writer will also profit, because it should be able to close out the option at a lower price.  If security prices decline, the put writer would expect to suffer a loss.  This loss may be less than the loss from purchasing the underlying instrument directly to the extent that the premium received offsets the effects of the decline.

 

In the case of options written by the Portfolio that are deemed covered by virtue of the Portfolio’s holding convertible or exchangeable preferred stock or debt securities, the time required to convert or exchange and obtain physical delivery of the underlying common stock with respect to which the Portfolio has written options may exceed the time within which the Portfolio must make delivery in accordance with an exercise notice.  In these instances, the Portfolio may purchase or temporarily borrow the underlying securities for purposes of physical delivery.  By so doing, the Portfolio will not bear any market risk, since the Portfolio will have the absolute right to receive from the issuer of the underlying security an equal number of shares to replace the borrowed securities, but the Portfolio may incur additional transaction costs or interest expenses in connection with any such purchase or borrowing.

 

Additional risks exist with respect to certain of the securities for which the Portfolio may write covered call options.  For example, if the Portfolio writes covered call options on mortgage-backed securities, the mortgage-backed securities that it holds as cover may, because of scheduled amortization or unscheduled prepayments, cease to be sufficient cover.  If this occurs, the Portfolio will compensate for the decline in the value of the cover by purchasing an appropriate additional amount of mortgage-backed securities.

 

Options written by the Portfolio will normally have expiration dates between one and nine months from the date written.  The exercise price of the options may be below, equal to or above the market values of the underlying securities at the times the options are written.  In the case of call options, these exercise prices are referred to as “in-the-money,” “at-the-money”

 

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and “out-of-the-money,” respectively.  The Portfolio may write (i) in-the-money call options when Credit Suisse expects that the price of the underlying security will remain flat or decline moderately during the option period, (ii) at-the-money call options when Credit Suisse expects that the price of the underlying security will remain flat or advance moderately during the option period and (iii) out-of-the-money call options when Credit Suisse expects that the premiums received from writing the call option plus the appreciation in market price of the underlying security up to the exercise price will be greater than the appreciation in the price of the underlying security alone.  In any of the preceding situations, if the market price of the underlying security declines and the security is sold at this lower price, the amount of any realized loss will be offset wholly or in part by the premium received.  Out-of-the-money, at-the-money and in-the-money put options (the reverse of call options as to the relation of exercise price to market price) may be used in the same market environments that such call options are used in equivalent transactions.  To secure its obligation to deliver the underlying security when it writes a call option, the Portfolio will be required to deposit in escrow the underlying security or other assets in accordance with the rules of the Options Clearing Corporation (the “Clearing Corporation”) and of the securities exchange on which the option is written.

 

Prior to their expirations, put and call options may be sold in closing sale or purchase transactions (sales or purchases by the Portfolio prior to the exercise of options that it has purchased or written, respectively, of options of the same series) in which the Portfolio may realize a profit or loss from the sale.  An option position may be closed out only where there exists a secondary market for an option of the same series on a recognized securities exchange or in the OTC market.  When the Portfolio has purchased an option and engages in a closing sale transaction, whether the Portfolio realizes a profit or loss will depend upon whether the amount received in the closing sale transaction is more or less than the premium the Portfolio initially paid for the original option plus the related transaction costs.  Similarly, in cases where the Portfolio has written an option, it will realize a profit if the cost of the closing purchase transaction is less than the premium received upon writing the original option and will incur a loss if the cost of the closing purchase transaction exceeds the premium received upon writing the original option.  The Portfolio may engage in a closing purchase transaction to realize a profit, to prevent an underlying security with respect to which it has written an option from being called or put or, in the case of a call option, to unfreeze an underlying security (thereby permitting its sale or the writing of a new option on the security prior to the outstanding option’s expiration).  The obligation of the Portfolio under an option it has written would be terminated by a closing purchase transaction (the Portfolio would not be deemed to own an option as a result of the transaction).  So long as the obligation of the Portfolio as the writer of an option continues, the Portfolio may be assigned an exercise notice by the broker-dealer through which the option was sold, requiring the Portfolio to deliver the underlying security against payment of the exercise price.  This obligation terminates when the option expires or the Portfolio effects a closing purchase transaction.  The Portfolio cannot effect a closing purchase transaction with respect to an option once it has been assigned an exercise notice.

 

There is no assurance that sufficient trading interest will exist to create a liquid secondary market on a securities exchange for any particular option or at any particular time, and for some options no such secondary market may exist.  A liquid secondary market in an option may cease to exist for a variety of reasons.  In the past, for example, higher than anticipated trading activity or order flow or other unforeseen events have at times rendered certain of the

 

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facilities of the Clearing Corporation and various securities exchanges inadequate and resulted in the institution of special procedures, such as trading rotations, restrictions on certain types of orders or trading halts or suspensions in one or more options.  There can be no assurance that similar events, or events that may otherwise interfere with the timely execution of customers’ orders, will not recur.  In such event, it might not be possible to effect closing transactions in particular options.  Moreover, the Portfolio’s ability to terminate options positions established in the OTC market may be more limited than for exchange-traded options and may also involve the risk that securities dealers participating in OTC transactions would fail to meet their obligations to the Portfolio.  The Portfolio, however, will purchase OTC options only from dealers whose debt securities, as determined by Credit Suisse, are considered to be investment grade.  If, as a covered call option writer, the Portfolio is unable to effect a closing purchase transaction in a secondary market, it will not be able to sell the underlying security and would continue to be at market risk on the security.

 

Securities exchanges generally have established limitations governing the maximum number of calls and puts of each class which may be held or written, or exercised within certain time periods by an investor or group of investors acting in concert (regardless of whether the options are written on the same or different securities exchanges or are held, written or exercised in one or more accounts or through one or more brokers).  It is possible that the Portfolio and other clients of Credit Suisse and certain of its affiliates may be considered to be such a group.  A securities exchange may order the liquidation of positions found to be in violation of these limits and it may impose certain other sanctions.  These limits may restrict the number of options the Portfolio will be able to purchase on a particular security.

 

Securities and Commodities Index Options .  The Portfolio may purchase and write exchange- or board of trade-listed and OTC put and call options on securities and commodities indexes.  A securities index measures the movement of a certain group of securities by assigning relative values to the securities included in the index, fluctuating with changes in the market values of the securities included in the index.  A commodities index measures the movement of a certain group of commodities by assigning relative values to the commodities included in the index, fluctuating with changes in the market values of the commodities included in the index.

 

Some securities index options are based on a broad market index, such as the New York Stock Exchange, Inc. (“NYSE”) Composite Index, or a narrower market index, such as the Standard & Poor’s 100.  Indexes may also be based on a particular industry or market segment.

 

Options on securities and commodities indexes are similar to options on securities and commodities, respectively, except that the delivery requirements are different.  Instead of giving the right to take or make delivery of securities or commodities, respectively, at a specified price, an option on a securities or commodities index gives the holder the right to receive a cash “exercise settlement amount” equal to (a) the amount, if any, by which the fixed exercise price of the option exceeds (in the case of a put) or is less than (in the case of a call) the closing value of the underlying index on the date of exercise, multiplied by (b) a fixed “index multiplier.”  Receipt of this cash amount will depend upon the closing level of the securities or commodities index upon which the option is based being greater than, in the case of a call, or less than, in the case of a put, the exercise price of the index and the exercise price of the option times a specified multiple.  The writer of the option is obligated, in return for the premium received, to make

 

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delivery of this amount.  Securities and commodities index options may be offset by entering into closing transactions as described above for securities and commodities options.

 

Uncovered Options Transactions.  The Portfolio may write options that are not covered (or so called “naked options”) on portfolio securities.  When the Portfolio sells an uncovered call option, it does not simultaneously have a long position in the underlying security.  When the Portfolio sells an uncovered put option, it does not simultaneously have a short position in the underlying security.  Uncovered options are riskier than covered options because there is no underlying security held by the Portfolio that can act as a partial hedge.  Uncovered calls have speculative characteristics and the potential for loss is unlimited.  There is also a risk, especially with less liquid preferred and debt securities, that the securities may not be available for purchase.  Uncovered put options have speculative characteristics and the potential loss is substantial.

 

OTC Options .  The Portfolio may purchase OTC or dealer options or sell covered OTC options.  Unlike exchange-listed options where an intermediary or clearing corporation, such as the Clearing Corporation, assures that all transactions in such options are properly executed, the responsibility for performing all transactions with respect to OTC options rests solely with the writer and the holder of those options.  A listed call option writer, for example, is obligated to deliver the underlying securities to the clearing organization if the option is exercised, and the clearing organization is then obligated to pay the writer the exercise price of the option.  If the Portfolio were to purchase a dealer option, however, it would rely on the dealer from whom it purchased the option to perform if the option were exercised.  If the dealer fails to honor the exercise of the option by the Portfolio, the Portfolio would lose the premium it paid for the option and the expected benefit of the transaction.

 

Exchange-traded options generally have a continuous liquid market while OTC or dealer options do not.  Consequently, the Portfolio will generally be able to realize the value of a dealer option it has purchased only by exercising it or reselling it to the dealer who issued it.  Similarly, when the Portfolio writes a dealer option, it generally will be able to close out the option prior to its expiration only by entering into a closing purchase transaction with the dealer to which the Portfolio originally wrote the option.  Although the Portfolio will seek to enter into dealer options only with dealers who will agree to and that are expected to be capable of entering into closing transactions with the Portfolio, there can be no assurance that the Portfolio will be able to liquidate a dealer option at a favorable price at any time prior to expiration.  The inability to enter into a closing transaction may result in material losses to the Portfolio.  Until the Portfolio, as a covered OTC call option writer, is able to effect a closing purchase transaction, it will not be able to liquidate securities (or other assets) used to cover the written option until the option expires or is exercised.  This requirement may impair the Portfolio’s ability to sell portfolio securities or, with respect to currency options, currencies at a time when such sale might be advantageous.

 

Currency Transactions .  The value in U.S. dollars of the assets of the Portfolio that are invested in foreign securities may be affected favorably or unfavorably by a variety of factors not applicable to investment in U.S. securities, and the Portfolio may incur costs in connection with conversion between various currencies.  Currency exchange transactions may be from any non-U.S. currency into U.S. dollars or into other appropriate currencies and may be

 

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entered into for hedging purposes or to seek to enhance total return (speculation).  The Portfolio will conduct its currency exchange transactions (i) on a spot ( i.e. , cash) basis at the rate prevailing in the currency exchange market, (ii) through entering into currency futures contracts or options on such contracts (as described below), (iii) through entering into forward contracts to purchase or sell currency or (iv) by purchasing exchange-traded currency options.

 

Forward Currency Contracts .  A forward currency contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract as agreed upon by the parties, at a price set at the time of the contract.  These contracts are entered into in the interbank market conducted directly between currency traders (usually large commercial banks and brokers) and their customers.  Forward currency contracts are similar to currency futures contracts, except that futures contracts are traded on commodities exchanges and are standardized as to contract size and delivery date.

 

At or before the maturity of a forward contract entered into to hedge against currency fluctuations with respect to a portfolio security, the Portfolio may either sell the portfolio security and make delivery of the currency, or retain the security and fully or partially offset its contractual obligation to deliver the currency by negotiating with its trading partner to enter into an offsetting transaction.  If the Portfolio retains the portfolio security and engages in an offsetting transaction, the Portfolio, at the time of execution of the offsetting transaction, will incur a gain or a loss to the extent that movement has occurred in forward contract prices.

 

Forward currency contracts are highly volatile, and a relatively small price movement in a forward currency contract may result in substantial losses to the Portfolio.  To the extent the Portfolio engages in forward currency contracts to generate current income, the Portfolio will be subject to these risks which the Portfolio might otherwise avoid ( e.g. , through use of hedging transactions.)

 

Currency Options .  The Portfolio may purchase exchange-traded put and call options on foreign currencies.  Put options convey the right to sell the underlying currency at a price that is anticipated to be higher than the spot price of the currency at the time the option is exercised.  Call options convey the right to buy the underlying currency at a price that is expected to be lower than the spot price of the currency at the time the option is exercised.

 

Currency Hedging .  The Portfolio’s currency hedging will be limited to hedging involving either specific transactions or portfolio positions.  Transaction hedging is the purchase or sale of forward currency with respect to specific receivables or payables of the Portfolio generally accruing in connection with the purchase or sale of its portfolio securities.  Position hedging is the sale of forward currency with respect to portfolio security positions.  The Portfolio may not position hedge to an extent greater than the aggregate market value (at the time of entering into the hedge) of the hedged securities.

 

A decline in the U.S. dollar value of a foreign currency in which the Portfolio’s securities are denominated will reduce the U.S. dollar value of the securities, even if their value in the foreign currency remains constant.  The use of currency hedges does not eliminate fluctuations in the underlying prices of the securities, but it does establish a rate of exchange that can be achieved in the future.  For example, in order to protect against diminutions in the U.S.

 

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dollar value of non-dollar denominated securities it holds, the Portfolio may purchase foreign currency put options.  If the value of the foreign currency does decline, the Portfolio will have the right to sell the currency for a fixed amount in dollars and will thereby offset, in whole or in part, the adverse effect on the U.S. dollar value of its securities that otherwise would have resulted.  Conversely, if a rise in the U.S. dollar value of a currency in which securities to be acquired are denominated is projected, thereby potentially increasing the cost of the securities, the Portfolio may purchase call options on the particular currency.  The purchase of these options could offset, at least partially, the effects of the adverse movements in exchange rates.  The benefit to the Portfolio derived from purchases of currency options, like the benefit derived from other types of options, will be reduced by premiums and other transaction costs.  Because transactions in currency exchange are generally conducted on a principal basis, no fees or commissions are generally involved.  Instead, profit to the currency trader is included in the purchase price.  Currency hedging involves some of the same risks and considerations as other transactions with similar instruments.  Although currency hedges limit the risk of loss due to a decline in the value of a hedged currency, at the same time they also limit any potential gain that might result should the value of the currency increase.  If a devaluation is generally anticipated, the Portfolio may not be able to contract to sell a currency at a price above the devaluation level it anticipates.

 

While the values of currency futures and options on futures, forward currency contracts and currency options may be expected to correlate with exchange rates, they will not reflect other factors that may affect the value of the Portfolio’s investments and a currency hedge may not be entirely successful in mitigating changes in the value of the Portfolio’s investments denominated in that currency.  A currency hedge, for example, should protect a Yen-denominated bond against a decline in the Yen, but will not protect the Portfolio against a price decline if the issuer’s creditworthiness deteriorates.

 

Options on Swaps (“Swaptions”)

 

The Portfolio may purchase and sell put and call options on swap agreements, commonly referred to as swaptions.  The Portfolio will enter into such transactions for hedging purposes or to seek to increase total return.  Swaptions are highly specialized investments and are not traded on or regulated by any securities exchange or regulated by the CFTC or the Securities and Exchange Commission (the “SEC”).

 

The buyer of a swaption pays a non-refundable premium for the option and obtains the right, but not the obligation, to enter into an underlying swap on agreed-upon terms.  The seller of a swaption, in exchange for the premium, becomes obligated (if the option is exercised) to enter into an underlying swap on agreed-upon terms.

 

As with other options on securities, commodities, indices, or futures contracts, the price of any swaption will reflect both an intrinsic value component, which may be zero, and a time premium component.  The intrinsic value component represents what the value of the swaption would be if it were immediately exercisable into the underlying interest rate swap.  The intrinsic value component measures the degree to which an option is in-the-money, if at all.  The time premium represents the difference between the actual price of the swaption and the intrinsic value.

 

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The pricing and valuation terms of swaptions are not standardized and there is no clearinghouse whereby a party to the agreement can enter into an offsetting position to close out a contract.  Swaptions must thus be regarded as inherently illiquid.

 

The use of swaptions, as the foregoing discussion suggests, is subject to risks and complexities beyond what might be encountered with investing directly in the securities and other traditional investments that are the referenced asset for the swap or other standardized, exchange traded options and futures contracts.  Such risks include operational risks, valuation risks, credit risks, and/or counterparty risk ( i.e., the risk that the counterparty cannot or will not perform its obligations under the agreement).  In addition, at the time the swaption reaches its scheduled termination date, there is a risk that the Portfolio will not be able to obtain a replacement transaction or that the terms of the replacement will not be as favorable as on the expiring transaction.  If this occurs, it could have a negative impact on the performance of the Portfolio.

 

While the Portfolio may utilize swaptions for hedging purposes or to seek to increase total return, their use might result in poorer overall performance for the Portfolio than if it had not engaged in any such transactions.  If, for example, the Portfolio had insufficient cash, it might have to sell or pledge a portion of its underlying portfolio of securities in order to meet daily mark-to-market collateralization requirements at a time when it might be disadvantageous to do so.  There may be an imperfect correlation between the Portfolio’s holdings and swaptions entered into by the Portfolio, which may prevent the Portfolio from achieving the intended hedge or expose the Portfolio to risk of loss.  Further, the Portfolio’s use of swaptions to reduce risk involves costs and will be subject to Credit Suisse’s ability to predict correctly changes in interest rate relationships or other factors.  No assurance can be given that Credit Suisse’s judgment in this respect will be correct.

 

Futures Activities

 

The Portfolio may enter into commodity, foreign currency, interest rate and commodity or securities index futures contracts and purchase and write (sell) related options traded on exchanges designated by the CFTC or, consistent with CFTC regulations, on foreign exchanges.  The Portfolio invests in futures contracts on individual commodities or a subset of commodities and options on them through the Subsidiary.  These futures contracts are standardized contracts for the future delivery of foreign currency or an interest rate sensitive security or, in the case of stock index and certain other futures contracts, a cash settlement with reference to a specified multiplier times the change in the specified index, exchange rate or interest rate.  An option on a futures contract gives the purchaser the right, in return for the premium paid, to assume a position in a futures contract.    The Portfolio reserves the right to engage in transactions involving futures contracts and options on futures contracts to the extent allowed by CFTC regulations in effect from time to time and in accordance with the Portfolio’s policies.  The Portfolio is operated by a person who has claimed an exclusion from the definition of the term “commodity pool operator” under the CEA and, therefore, who is not subject to registration or regulation as a pool operator under the CEA.  As a result, the Portfolio is not restricted in its ability to enter into futures contracts and options thereon under regulations of the CFTC.

 

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Futures Contracts .  A commodity futures contract provides for the future sale by one party and the purchase by the other party of a specified amount of a commodity, such as an energy, agricultural or metal commodity, at a specified price, date, time and place.  A foreign currency futures contract provides for the future sale by one party and the purchase by the other party of a certain amount of a specified non-U.S. currency at a specified price, date, time and place.  An interest rate futures contract provides for the future sale by one party and the purchase by the other party of a certain amount of a specific interest rate sensitive financial instrument (debt security) at a specified price, date, time and place.  Securities and commodities indexes are capitalization weighted indexes that reflect the market value of the securities or commodities, respectively, represented in the indexes.  A securities index or commodities index futures contract is an agreement to be settled by delivery of an amount of cash equal to a specified multiplier times the difference between the value of the index at the close of the last trading day on the contract and the price at which the agreement is made.  The clearing house of the exchange on which a futures contract is entered into becomes the counterparty to each purchaser and seller of the futures contract.

 

No consideration is paid or received by the Portfolio upon entering into a futures contract.  Instead, the Portfolio is required to segregate with its custodian an amount of cash or securities acceptable to the broker equal to approximately 1% to 10% of the contract amount (this amount is subject to change by the exchange on which the contract is traded, and brokers may charge a higher amount).  This amount is known as “initial margin” and is in the nature of a performance bond or good faith deposit on the contract which is returned to the Portfolio upon termination of the futures contract, assuming all contractual obligations have been satisfied.  The broker will have access to amounts in the margin account if the Portfolio fails to meet its contractual obligations.  Subsequent payments, known as “variation margin,” to and from the broker, will be made daily as the currency, financial instrument or securities index underlying the futures contract fluctuates, making the long and short positions in the futures contract more or less valuable, a process known as “marking-to-market.”   As a result of the small margin deposit that is required, a small change in the market price of a futures contract can produce major losses. The Portfolio will also incur brokerage costs in connection with entering into futures contracts.

 

At any time prior to the expiration of a futures contract, the Portfolio may elect to close the position by taking an opposite position, which will operate to terminate the Portfolio’s existing position in the contract.  Positions in futures contracts and options on futures contracts (described below) may be closed out only on the exchange on which they were entered into (or through a linked exchange).  No secondary market for such contracts exists.  Although the Portfolio may enter into futures contracts only if there is an active market for such contracts, there is no assurance that an active market will exist at any particular time.  Most futures exchanges limit the amount of fluctuation permitted in futures contract prices during a single trading day.  Once the daily limit has been reached in a particular contract, no trades may be made that day at a price beyond that limit or trading may be suspended for specified periods during the day.  It is possible that futures contract prices could move to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of futures positions at an advantageous price and subjecting the Portfolio to substantial losses.  In such event, and in the event of adverse price movements, the Portfolio would be required to make daily cash payments of variation margin.  In such situations, if the Portfolio had

 

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insufficient cash, it might have to sell securities to meet daily variation margin requirements at a time when it would be disadvantageous to do so.  In addition, if the transaction is entered into for hedging purposes, in such circumstances the Portfolio may realize a loss on a futures contract or option that is not offset by an increase in the value of the hedged position.  Losses incurred in futures transactions and the costs of these transactions will affect the Portfolio’s performance.

 

Despite the daily price limits on the futures exchanges, the price volatility of commodity futures contracts has been historically greater than that for traditional securities such as stocks and bonds.  To the extent that the Portfolio invests in commodity futures contracts, the assets of the Portfolio, and therefore the prices of Portfolio shares, may be subject to greater volatility.

 

There are additional factors associated with commodity futures contracts which may subject the Portfolio’s investments in them to greater volatility than investments in traditional securities.  Unlike the financial futures markets, in the commodity futures markets there are costs of physical storage  associated with purchasing the underlying commodity.  The price of the commodity futures contract will reflect the storage costs of purchasing the physical commodity, including the time value of money invested in the physical commodity.  To the extent that the storage costs for an underlying commodity change while the Portfolio is invested in futures contracts on that commodity, the value of the futures contract may change proportionately.  In the commodity futures markets, producers of the underlying commodity may decide to hedge the price risk of selling the commodity by selling futures contracts today to lock in the price of the commodity at delivery tomorrow.  In order to induce speculators to purchase the other side of the same futures contract, the commodity producer generally must sell the futures contract at a lower price than the expected future spot price of the commodity.  Conversely, if most hedgers in the futures market are purchasing futures contracts to hedge against a rise in prices, then speculators will only sell the other side of the futures contract at a higher futures price than the expected future spot price of the commodity.  The changing nature of the hedgers and speculators in the commodities markets will influence whether futures prices are above or below the expected future spot price, which can have significant implications for the Portfolio.  If the nature of hedgers and speculators in futures markets has shifted when it is time for the Portfolio to reinvest the proceeds of a maturing futures contract in a new futures contract, the Portfolio might reinvest at higher or lower futures prices, or choose to pursue other investments.  The commodities which underlie commodity futures contracts may be subject to additional economic and non-economic variables, such as drought, floods, weather, livestock disease, embargoes, tariffs, and international economic, political and regulatory developments.  These factors may have a larger impact on commodity prices and commodity-linked instruments, including futures contracts, than on traditional securities.  Certain commodities are also subject to limited pricing flexibility because of supply and demand factors.  Others are subject to broad price fluctuations as a result of the volatility of the prices for certain raw materials and the instability of the supplies of other materials.

 

Comparison of Commodity Futures and Forward Contracts .  Futures contracts and forward contracts achieve the same economic effect: both are an agreement to purchase a specified amount of a specified commodity at a specified future date for a price agreed-upon today.  However, there are significant differences in the operation of the two contracts.  Forward contracts are individually negotiated transactions and are not exchange traded.  Therefore, with a

 

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forward contract, the Portfolio would make a commitment to carry out the purchase or sale of the underlying commodity at expiration.

 

For example, if the Portfolio were to buy a forward contract to purchase a certain amount of gold at a set price per ounce for delivery in three month’s time and then, two months later, the Portfolio wished to liquidate that position, it would contract for the sale of the gold at a new price per ounce for delivery in one months’ time.  At expiration of both forward contracts, the Portfolio would be required to buy the gold at the set price under the first forward contract and sell it at the agreed-upon price under the second forward contract.  Even though the Portfolio has effectively offset its gold position with the purchase and sale of the two forward contracts, it must still honor the original commitment at maturity of the two contracts.  By contrast, futures exchanges have central clearinghouses which keep track of all positions.  To offset a long position in a futures contract, the Portfolio simply needs to sell a similar contract on the exchange.  The exchange clearinghouse will record both the original futures contract purchase and the offsetting sale, and there is no further commitment on the part of the Portfolio.

 

Only a very small percentage of commodity futures contracts result in actual delivery of the underlying commodity.  Additionally, any gain or loss on the purchase and sale of the futures contracts is recognized immediately upon the offset, while with a forward contract, profit or loss is recognized upon maturity of the forward contracts.

 

Options on Futures Contracts .  The Portfolio may purchase and write put and call options on foreign currency, interest rate and stock and commodity index futures contracts and may enter into closing transactions with respect to such options to terminate existing positions.  There is no guarantee that such closing transactions can be effected; the ability to establish and close out positions on such options will be subject to the existence of a liquid market.

 

An option on a currency, interest rate or commodity or securities index futures contract, as contrasted with the direct investment in such a contract, gives the purchaser the right, in return for the premium paid, to assume a position in a futures contract at a specified exercise price at any time prior to the expiration date of the option.  The writer of the option is required upon exercise to assume an offsetting futures position (a short position if the option is a call and a long position if the option is a put).  Upon exercise of an option, the delivery of the futures position by the writer of the option to the holder of the option will be accompanied by delivery of the accumulated balance in the writer’s futures margin account, which represents the amount by which the market price of the futures contract exceeds, in the case of a call, or is less than, in the case of a put, the exercise price of the option on the futures contract.  The potential loss related to the purchase of an option on a futures contract is limited to the premium paid for the option (plus transaction costs).  Because the value of the option is fixed at the point of sale, there are no daily cash payments by the purchaser to reflect changes in the value of the underlying contract; however, the value of the option does change daily and that change would be reflected in the net asset value of the Portfolio.

 

Asset Coverage for Forward Contracts, Swap Agreements, Options, Futures and Options on Futures.   The Portfolio will comply with guidelines established by the SEC with respect to coverage of forward currency contracts; swap agreements; options written by the Portfolio on commodities, currencies, securities and commodity and security indexes; and

 

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currency, interest rate and commodity and security index futures contracts and options on these futures contracts.  These guidelines may, in certain instances, require segregation by the Portfolio of cash or liquid securities with its custodian or a designated sub-custodian to the extent the Portfolio’s obligations with respect to these strategies are not otherwise “covered” through ownership of the underlying security, financial instrument or currency or by other portfolio positions or by other means consistent with applicable regulatory policies.  Segregated assets cannot be sold or transferred unless equivalent assets are substituted in their place or it is no longer necessary to segregate them.  As a result, there is a possibility that segregation of a large percentage of the Portfolio’s assets could impede portfolio management or the Portfolio’s ability to meet redemption requests or other current obligations.  The Subsidiary will comply with these asset segregation requirements to the same extent as the Portfolio.

 

For example, a call option written by the Portfolio on securities may require the Portfolio to hold the securities subject to the call (or securities convertible into the securities without additional consideration) or to segregate assets (as described above) sufficient to purchase and deliver the securities if the call is exercised.  A call option written by the Portfolio on an index may require the Portfolio to own portfolio securities that correlate with the index or to segregate assets (as described above) equal to the excess of the index value over the exercise price on a current basis.  A put option written by the Portfolio may require the Portfolio to segregate assets (as described above) equal to the exercise price.  The Portfolio could purchase a put option if the strike price of that option is the same or higher than the strike price of a put option sold by the Portfolio.  If the Portfolio holds a futures or forward contract, the Portfolio could purchase a put option on the same futures or forward contract with a strike price as high or higher than the price of the contract held.  The Portfolio may enter into fully or partially offsetting transactions so that its net position, coupled with any segregated assets (equal to any remaining obligation), equals its net obligation.  Asset coverage may be achieved by other means when consistent with applicable regulatory policies.

 

Money Market Obligations

 

The Portfolio is authorized to invest, under normal conditions, up to 100% of its total assets in short-term money market obligations having remaining maturities of less than one year at the time of purchase and may invest without limit in these obligations for temporary defensive purposes.  These short-term instruments consist of obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities (“Government Securities”); bank obligations (including certificates of deposit, time deposits and bankers’ acceptances of domestic or foreign banks, domestic savings and loans and similar institutions) that are high quality investments or, if unrated, deemed by Credit Suisse to be high quality investments; commercial paper rated no lower than A-2 by Standard & Poor’s, a Division of The McGraw-Hill Companies, Inc. (“S&P”) or Prime-2 by Moody’s Investors Service, Inc. (“Moody’s”) or the equivalent from another major rating service or, if unrated, of an issuer having an outstanding, unsecured debt issue then rated within the three highest rating categories; obligations of foreign governments, their agencies or instrumentalities; and repurchase agreements with respect to portfolio securities.  A description of S&P’s and Moody’s ratings is in Appendix A to this SAI.

 

Money Market Mutual Funds .  The Portfolio may invest up to 25% of its assets in securities of money market mutual funds, including those that are affiliated with the Portfolio or

 

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Credit Suisse, when Credit Suisse believes that it would be beneficial to the Portfolio and appropriate considering the factors of return and liquidity.  A money market mutual fund is an investment company that invests in short-term high quality money market instruments.  A money market mutual fund generally does not purchase securities with a remaining maturity of more than one year.  As a shareholder in any mutual fund, the Portfolio will bear its ratable share of the mutual fund’s expenses, including management fees, and will remain subject to payment of the Portfolio’s management fees and other expenses with respect to assets so invested.

 

Recent Market Events

 

U.S. and international markets are experiencing a period of extreme volatility which has negatively impacted market liquidity conditions.  The fixed income markets have experienced and are continuing to experience liquidity issues, increased price volatility, credit downgrades, increased likelihood of default and valuation difficulties.  Domestic and international equity markets have also been experiencing heightened volatility and turmoil.  The U.S. Government has taken numerous steps to alleviate these market concerns.  However, there is no assurance that such actions will be successful.  These events and the continuing market upheavals may have an adverse effect on the Fund.

 

Temporary Investments

 

The short-term and medium-term debt securities in which the Portfolio may invest for temporary defensive purposes consist of:  (a) obligations of the U.S. or foreign governments, their respective agencies or instrumentalities; (b) bank deposits or bank obligations (including certificates of deposit, time deposits and bankers’ acceptances of U.S. or foreign banks denominated in any currency; (c) floating rate securities and other instruments denominated in any currency issued by international development agencies; (d) finance company and corporate commercial paper and other short-term corporate debt obligations of U.S. and foreign corporations; and (e) repurchase agreements with banks and broker-dealers with respect to such securities.

 

Convertible Securities

 

Convertible securities in which the Portfolio may invest, including both convertible debt and convertible preferred stock, may be converted at either a stated price or stated rate into underlying shares of common stock.  Because of this feature, convertible securities enable an investor to benefit from increases in the market price of the underlying common stock.  Convertible securities provide higher yields than the underlying equity securities, but generally offer lower yields than non-convertible securities of similar quality.  The value of convertible securities fluctuates in relation to changes in interest rates like bonds and, in addition, fluctuates in relation to the underlying common stock.  Subsequent to purchase by the Portfolio, convertible securities may cease to be rated or a rating may be reduced below the minimum required for purchase by the Portfolio.  Neither event will require sale of such securities, although Credit Suisse will consider such event in its determination of whether the Portfolio should continue to hold the securities.

 

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Structured Securities

 

In addition to commodity-linked structured notes, discussed above, the Portfolio may purchase any other type of publicly traded or privately negotiated fixed income security, including mortgage- and asset- backed securities; other types of structured notes; bonds or debentures; and assignments of and participations in loans.

 

Mortgage-Backed Securities .   The Portfolio may invest in mortgage-backed securities, such as those issued by the Government National Mortgage Association (“GNMA”), Federal National Mortgage Association (“FNMA”), Federal Home Loan Mortgage Corporation (“FHLMC”) and certain foreign issuers, as well as non-governmental issuers.  Non-government issued mortgage-backed securities may offer higher yields than those issued by government entities, but may be subject to greater price fluctuations.  Mortgage-backed securities represent direct or indirect participations in, or are secured by and payable from, mortgage loans secured by real property.  These securities generally are “pass-through” instruments, through which the holders receive a share of all interest and principal payments from the mortgages underlying the securities, net of certain fees.  Some mortgage-backed securities, such as collateralized mortgage obligations (or “CMOs”), make payouts of both principal and interest at a variety of intervals; others make semiannual interest payments at a predetermined rate and repay principal at maturity (like a typical bond).  The mortgages backing these securities include, among other mortgage instruments, conventional 30-year fixed-rate mortgages, 15-year fixed-rate mortgages, graduated payment mortgages and adjustable rate mortgages.  The government or the issuing agency typically guarantees the payment of interest and principal of these securities.  However, the guarantees do not extend to the securities’ yield or value, which are likely to vary inversely with fluctuations in interest rates, nor do the guarantees extend to the yield or value of the Portfolio’s shares.

 

Yields on pass-through securities are typically quoted by investment dealers and vendors based on the maturity of the underlying instruments and the associated average life assumption.  The average life of pass-through pools varies with the maturities of the underlying mortgage loans.  A pool’s term may be shortened by unscheduled or early payments of principal on the underlying mortgages.  The occurrence of mortgage prepayments is affected by various factors, including the level of interest rates, general economic conditions, the location, scheduled maturity and age of the mortgage and other social and demographic conditions.  Because prepayment rates of individual pools vary widely, it is not possible to predict accurately the average life of a particular pool.  For pools of 30-year fixed-rate mortgages in a stable fixed-rate environment, a common industry practice in the U.S. has been to assume that prepayments will result in a 12-year average life.  At present, pools, particularly those with loans with other maturities or different characteristics, are priced on an assumption of average life determined for each pool.  In periods of falling interest rates, the rate of prepayment tends to increase, thereby shortening the actual average life of a pool of mortgage-related securities.  Conversely, in periods of rising rates the rate of prepayment tends to decrease, thereby lengthening the actual average life of the pool.  However, these effects may not be present, or may differ in degree, if the mortgage loans in the pools have adjustable interest rates or other special payment terms, such as a prepayment charge.  Actual prepayment experience may cause the yield of mortgage-backed securities to differ from the assumed average life yield.  Reinvestment of

 

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prepayments may occur at higher or lower interest rates than the original investment, thus affecting the Portfolio’s yield.

 

The rate of interest on mortgage-backed securities is lower than the interest rates paid on the mortgages included in the underlying pool due to the annual fees paid to the servicer of the mortgage pool for passing through monthly payments to certificate holders and to any guarantor, such as GNMA, and due to any yield retained by the issuer.  Actual yield to the holder may vary from the coupon rate, even if adjustable, if the mortgage-backed securities are purchased or traded in the secondary market at a premium or discount.  In addition, there is normally some delay between the time the issuer receives mortgage payments from the servicer and the time the issuer makes the payments on the mortgage-backed securities, and this delay reduces the effective yield to the holder of such securities.

 

Asset-Backed Securities .   The Portfolio may invest in asset-backed securities, which represent participations in, or are secured by and payable from, assets such as motor vehicle installment sales, installment loan contracts, leases of various types of real and personal property and receivables from revolving credit (credit card) agreements.  Such assets are securitized through the use of trusts and special purpose corporations.  Payments or distributions of principal and interest may be guaranteed up to certain amounts and for a certain time period by a letter of credit or a pool insurance policy issued by a financial institution unaffiliated with the trust or corporation.

 

Asset-backed securities present certain risks that are not presented by other securities in which the Portfolio may invest.  Automobile receivables generally are secured by automobiles.  Most issuers of automobile receivables permit the loan servicers to retain possession of the underlying obligations.  If the servicer were to sell these obligations to another party, there is a risk that the purchaser would acquire an interest superior to that of the holders of the asset-backed securities.  In addition, because of the large number of vehicles involved in a typical issuance and technical requirements under state laws, the trustee for the holders of the automobile receivables may not have a proper security interest in the underlying automobiles.  Therefore, there is the possibility that recoveries on repossessed collateral may not, in some cases, be available to support payments on these securities.  Credit card receivables are generally unsecured, and the debtors are entitled to the protection of a number of state and federal consumer credit laws, many of which give such debtors the right to set off certain amounts owed on the credit cards, thereby reducing the balance due.  In addition, there is no assurance that the security interest in the collateral can be realized.

 

Collateralized Mortgage Obligations .  The Portfolio may purchase collateralized mortgage obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities (including those issued by GNMA, FNMA and FHLMC) and by private issuers.  CMOs are debt obligations that are collateralized by mortgage loans or mortgage pass-through securities (collectively “Mortgage Assets”).  Payments of principal of, and interest on, the Mortgage Assets (and in the case of CMOs, any reinvestment income thereon) provide the funds to pay the debt service on the CMOs.

 

In a CMO, a series of bonds or certificates is issued in multiple classes. Each class of CMO, also referred to as a “tranche,” is issued at a specific fixed or floating coupon rate and

 

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has a stated maturity or final distribution date.  The principal and interest on the Mortgage Assets may be allocated among the several classes of a CMO in many ways.  In one structure, payments of principal, including any principal prepayments, on the Mortgage Assets are applied to the classes of a CMO in the order of their respective stated maturities or final distribution dates so that no payment of principal will be made on any class of the CMO until all other classes having an earlier stated maturity or final distribution date have been paid in full.  In some CMO structures, all or a portion of the interest attributable to one or more of the CMO classes may be added to the principal amounts attributable to such classes, rather than passed through to certificateholders on a current basis, until other classes of the CMO are paid in full.

 

Certain classes of CMOs are structured in a manner that makes them extremely sensitive to changes in prepayment rates. Interest only (“IO”) and principal only (“PO”) classes are examples of this.  IOs are entitled to receive all or a portion of the interest, but none (or only a nominal amount) of the principal payments, from the underlying Mortgage Assets. If the mortgage assets underlying an IO experience greater than anticipated principal prepayments, then the total amount of interest payments allocable to the IO class, and therefore the yield to investors, generally will be reduced. In some instances, an investor in an IO may fail to recoup all of his or her initial investment, even if the security is government issued or guaranteed. Conversely, PO classes are entitled to receive all or a portion of the principal payments, but none of the interest, from the underlying Mortgage Assets. PO classes are purchased at substantial discounts from par, and the yield to investors will be reduced if principal payments are slower than expected. Some IOs and POs, as well as other CMO classes, are structured to have special protections against the effects of prepayments. These structural protections, however, normally are effective only within certain ranges of prepayment rates and thus will not protect investors in all circumstances. Inverse floating rate CMO classes also may be extremely volatile. These classes pay interest at a rate that decreases when a specified index of market rates increases and vice versa.

 

Parallel pay CMOs are structured to provide payments of principal on each payment date to more than one class.  These simultaneous payments are taken into account in calculating the stated maturity date or final distribution date of each class, which, as with other CMO structures, must be retired by its stated maturity date or final distribution date but may be retired earlier.

 

Some CMO classes are structured to pay interest at rates that are adjusted in accordance with a formula, such as a multiple or fraction of the change in a specified interest rate index, so as to pay at a rate that will be attractive in certain interest rate environments but not in others. For example, an inverse floating rate CMO class pays interest at a rate that increases as a specified interest rate index decreases but decreases as that index increases. For other CMO classes, the yield may move in the same direction as market interest rates— i.e., the yield may increase as rates increase and decrease as rates decrease—but may do so more rapidly or to a greater degree. The market value of such securities generally is more volatile than that of a fixed rate obligation. Such interest rate formulas may be combined with other CMO characteristics. For example, a CMO class may be an inverse IO class, on which the holders are entitled to receive no payments of principal and are entitled to receive interest at a rate that will vary inversely with a specified index or a multiple thereof.

 

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Structured Notes, Bonds or Debentures .   Typically, the value of the principal and/or interest on these instruments is determined by reference to changes in the value of specific currencies, interest rates, commodities, indexes or other financial indicators (the “Reference”) or the relevant change in two or more References.  The interest rate or the principal amount payable upon maturity or redemption may be increased or decreased depending upon changes in the applicable Reference.  The terms of the structured securities may provide that in certain circumstances no principal is due at maturity and, therefore, may result in the loss of the Portfolio’s entire investment.  The value of structured securities may move in the same or the opposite direction as the value of the Reference, so that appreciation of the Reference may produce an increase or decrease in the interest rate or value of the security at maturity.  In addition, the change in interest rate or the value of the security at maturity may be a multiple of the change in the value of the Reference so that the security may be more or less volatile than the Reference, depending on the multiple.  Consequently, structured securities may entail a greater degree of market risk and volatility than other types of debt obligations.

 

Assignments and Participations .   The Portfolio may invest in fixed and floating rate loans (“Loans”) arranged through private negotiations between a borrowing corporation, government or other entity (a “Borrower”) and one or more financial institutions (“Lenders”).  The majority of the Portfolio’s investments in Loans are expected to be in the form of participations in Loans (“Participations”) and assignments of portions of Loans from third parties (“Assignments”).  Participations typically will result in the Portfolio having a contractual relationship only with the Lender, not with the Borrower.  The Portfolio will have the right to receive payments of principal, interest and any fees to which it is entitled only from the Lender selling the Participation and only upon receipt by the Lender of the payments from the Borrower.  In connection with purchasing Participations, the Portfolio generally will have no right to enforce compliance by the Borrower with the terms of the loan agreement relating to the Loan, nor any rights of set-off against the Borrower, and the Portfolio may not directly benefit from any collateral supporting the Loan in which it has purchased the Participation.  As a result, the Portfolio will assume the credit risk of both the Borrower and the Lender that is selling the Participation.  In the event of the insolvency of the Lender selling a Participation, the Portfolio may be treated as a general creditor of the Lender and may not benefit from any set-off between the Lender and the Borrower.  The Portfolio will acquire Participations only if the Lender interpositioned between the Portfolio and the Borrower is determined by Credit Suisse to be creditworthy.

 

When the Portfolio purchases Assignments from Lenders, the Portfolio will acquire direct rights against the Borrower on the Loan.  However, since Assignments are generally arranged through private negotiations between potential assignees and potential assignors, the rights and obligations acquired by the Portfolio as the purchaser of an Assignment may differ from, and be more limited than, those held by the assigning Lender.

 

There are risks involved in investing in Participations and Assignments.  The Portfolio may have difficulty disposing of them because there is no liquid market for such securities.  The lack of a liquid secondary market will have an adverse impact on the value of such securities and on the Portfolio’s ability to dispose of particular Participations or Assignments when necessary to meet the Portfolio’s liquidity needs or in response to a specific economic event, such as a deterioration in the creditworthiness of the Borrower.  The lack of a

 

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liquid market for Participations and Assignments also may make it more difficult for the Portfolio to assign a value to these securities for purposes of valuing the Portfolio’s portfolio and calculating its net asset value.

 

Foreign Investments

 

Investors should recognize that investing in foreign companies involves certain risks, including those discussed below, which are not typically associated with investing in U.S. issuers.  Individual foreign economies may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross national product, rate of inflation, capital reinvestment, resource self-sufficiency, and balance of payments positions.  The Portfolio may invest in securities of foreign governments (or agencies or instrumentalities thereof), and many, if not all, of the foregoing considerations apply to such investments as well.

 

Foreign Currency Exchange .   Since the Portfolio may invest in securities denominated in currencies other than the U.S. dollar, and since the Portfolio may temporarily hold funds in bank deposits or other money market investments denominated in foreign currencies, the Portfolio may be affected favorably or unfavorably by exchange control regulations or changes in the exchange rate between such currencies and the dollar.  A change in the value of a foreign currency relative to the U.S. dollar will result in a corresponding change in the dollar value of the Portfolio assets denominated in that foreign currency.  Changes in foreign currency exchange rates may also affect the value of dividends and interest earned, gains and losses realized on the sale of securities and net investment income and gains, if any, to be distributed to shareholders by the Portfolio.  The rate of exchange between the U.S. dollar and other currencies is determined by the forces of supply and demand in the foreign exchange markets.  Changes in the exchange rate may result over time from the interaction of many factors directly or indirectly affecting economic and political conditions in the U.S. and a particular foreign country, including economic and political developments in other countries.  Governmental intervention may also play a significant role.  National governments rarely voluntarily allow their currencies to float freely in response to economic forces.  Sovereign governments use a variety of techniques, such as intervention by a country’s central bank or imposition of regulatory controls or taxes, to affect the exchange rates of their currencies.  The Portfolio may use hedging techniques with the objective of protecting against loss through the fluctuation of the value of foreign currencies against the U.S. dollar, particularly the forward market in foreign exchange, currency options and currency futures.  See “Currency Transactions” and “Futures Activities” above.

 

Information .   Many of the foreign securities held by the Portfolio will not be registered with, nor will the issuers thereof be subject to reporting requirements of, the SEC.  Accordingly, there may be less publicly available information about the securities and about the foreign company or government issuing them than is available about a domestic company or government entity.  Foreign companies are generally subject to financial reporting standards, practices and requirements that are either not uniform or less rigorous than those applicable to U.S. companies.

 

Political Instability .   With respect to some foreign countries, there is the possibility of expropriation or confiscatory taxation, limitations on the removal of funds or other

 

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assets of the Portfolio, political or social instability, or domestic developments which could affect U.S. investments in those and neighboring countries.

 

Foreign Markets .   Securities of some foreign companies are less liquid and their prices are more volatile than securities of comparable U.S. companies.  Certain foreign countries are known to experience long delays between the trade and settlement dates of securities purchased or sold which may result in increased exposure to market and foreign exchange fluctuations and increased illiquidity.

 

Increased Expenses .   The operating expenses of the Portfolio, to the extent it invests in foreign securities, may be higher than that of an investment company investing exclusively in U.S. securities, since the expenses of the Portfolio, such as the cost of converting foreign currency into U.S. dollars, the payment of fixed brokerage commissions on foreign exchanges, custodial costs, valuation costs and communication costs, may be higher than those costs incurred by other investment companies not investing in foreign securities.  In addition, foreign securities may be subject to foreign government taxes that would reduce the net yield on such securities.

 

Foreign Debt Securities .   The returns on foreign debt securities reflect interest rates and other market conditions prevailing in those countries.  The relative performance of various countries’ fixed income markets historically has reflected wide variations relating to the unique characteristics of the country’s economy.  Year-to-year fluctuations in certain markets have been significant, and negative returns have been experienced in various markets from time to time.

 

The foreign government securities in which the Portfolio may invest generally consist of obligations issued or backed by national, state or provincial governments or similar political subdivisions or central banks in foreign countries.  Foreign government securities also include debt obligations of supranational entities, which include international organizations designated or backed by governmental entities to promote economic reconstruction or development, international banking institutions and related government agencies.  Examples include the International Bank for Reconstruction and Development (the “World Bank”), the Asian Development Bank and the Inter-American Development Bank.

 

Foreign government securities also include debt securities of “quasi-governmental agencies” and debt securities denominated in multinational currency units of an issuer (including supranational issuers).  Debt securities of quasi-governmental agencies are issued by entities owned by either a national, state or equivalent government or are obligations of a political unit that is not backed by the national government’s full faith and credit and general taxing powers.

 

Privatizations .   The Portfolio may invest in privatizations ( i.e. , foreign government programs of selling interests in government-owned or controlled enterprises).  The ability of U.S. entities, such as the Portfolio, to participate in privatizations may be limited by local law, or the terms for participation may be less advantageous than for local investors.  There can be no assurance that privatization programs will be available or successful.

 

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Brady Bonds .   The Portfolio may invest in so-called “Brady Bonds.”  Brady Bonds are issued as part of a debt restructuring in which the bonds are issued in exchange for cash and certain of the country’s outstanding commercial bank loans.  Investors should recognize that Brady Bonds do not have a long payment history.  Brady Bonds may be collateralized or uncollateralized, are issued in various currencies (primarily the U.S. dollar) and are actively traded in the OTC secondary market for debt of Latin American issuers.  In light of the history of commercial bank loan defaults by Latin American public and private entities, investments in Brady Bonds may be viewed as speculative and subject to, among other things, the risk of default.

 

Dollar-denominated, collateralized Brady Bonds, which may be fixed rate par bonds or floating rate discount bonds, are collateralized in full as to principal by U.S. Treasury zero coupon bonds having the same maturity as the bonds.  Interest payment on these Brady Bonds generally are collateralized by cash or securities in the amount that, in the case of fixed rate bonds, is equal to at least one year of rolling interest payments or, in the case of floating rate bonds, initially is equal to at least one year’s rolling interest payments based on the applicable interest rate at that time and is adjusted at regular intervals thereafter.

 

Brady Bonds are often viewed as having three or four valuation components:  the collateralized repayment of principal at final maturity; the collateralized interest payments; the uncollateralized interest payments; and any uncollateralized repayment of principal at maturity (these uncollateralized amounts constituting the “residual risk”).

 

Depository Receipts .   Assets of the Portfolio may be invested in the securities of foreign issuers in the form of American Depository Receipts (“ADRs”), European Depository Receipts (“EDRs”) and International Depository Receipts (“IDRs”).  These securities may not necessarily be denominated in the same currency as the securities into which they may be converted.  ADRs are receipts typically issued by a U.S. bank or trust company which evidence ownership of underlying securities issued by a foreign corporation.  EDRs, which are sometimes referred to as Continental Depositary Receipts (“CDRs”), are receipts issued in Europe and IDRs, which are sometimes referred to as Global Depositary Receipts, are issued outside the U.S.  EDRs and IDRs are typically issued by non-U.S. banks and trust companies and evidence ownership of either foreign or domestic securities.  Generally, ADRs in registered form are designed for use in U.S. securities markets and EDRs and IDRs in bearer form are designed for use in European securities markets and non-U.S. securities markets, respectively.  For purposes of the Portfolio’s investment policies, depository receipts generally are deemed to have the same classification as the underlying securities they represent.  Thus, a depository receipt representing ownership of common stock will be treated as common stock.

 

ADRs are publicly traded on exchanges or over-the-counter in the U.S. and are issued through “sponsored” or “unsponsored” arrangements.  In a sponsored ADR arrangement, the foreign issuer assumes the obligation to pay some or all of the depository’s transaction fees, whereas under an unsponsored arrangement, the foreign issuer assumes no obligations and the depository’s transaction fees are paid directly by the ADR holders.  In addition, less information is available in the U.S. about an unsponsored ADR than about a sponsored ADR.

 

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U.S. Government Securities

 

The Portfolio may invest in Government Securities.  Direct obligations of the U.S. Treasury include a variety of securities that differ in their interest rates, maturities and dates of issuance.  U.S. government securities also include securities issued or guaranteed by the Federal Housing Administration, Farmers Home Loan Administration, Export-Import Bank of the U.S., Small Business Administration, GNMA, General Services Administration, Central Bank for Cooperatives, Federal Farm Credit Banks, Federal Home Loan Banks, FHLMC, Federal Intermediate Credit Banks, Federal Land Banks, FNMA, Maritime Administration, Tennessee Valley Authority, District of Columbia Armory Board and Student Loan Marketing Association.  The Portfolio may invest in instruments that are supported by the right of the issuer to borrow from the U.S. Treasury and instruments that are supported solely by the credit of the instrumentality or government-sponsored enterprise.  Because the U.S. Government is not obligated by law to provide support to an instrumentality it sponsors, the Portfolio will invest in obligations issued by such an instrumentality only if Credit Suisse determines that the credit risk with respect to the instrumentality does not make its securities unsuitable for investment by the Portfolio.

 

On September 7, 2008, due to the value of FNMA’s and FHLMC’s securities falling sharply and concerns that the firms did not have sufficient capital to offset losses resulting from the mortgage crisis, the Federal Housing Finance Agency placed FNMA and FHLMC into conservatorship.  The U.S. Government also took steps to provide additional financial support to FNMA and FHLMC. Although the U.S. Government or it agencies currently provide financial support to such entities, no assurance can be given that they will always do so.

 

Municipal Obligations

 

Under normal circumstances, the Portfolio may invest in “Municipal Obligations.”  Municipal Obligations are debt obligations issued by or on behalf of states, territories and possessions of the U.S. and the District of Columbia and their political subdivisions, agencies and instrumentalities.

 

Municipal Obligations are issued by governmental entities to obtain funds for various public purposes, including the construction of a wide range of public facilities, the refunding of outstanding obligations, the payment of general operating expenses and the extension of loans to public institutions and facilities.  Private activity bonds that are issued by or on behalf of public authorities to finance various privately operated facilities are included within the term Municipal Obligations if the interest paid thereon is exempt from regular federal income tax.

 

The two principal types of Municipal Obligations, in terms of the source of payment of debt service on the bonds, consist of “general obligation” and “revenue” issues.  General obligation bonds are secured by the issuer’s pledge of its full faith, credit and taxing power for the payment of principal and interest.  Revenue bonds are payable from the revenues derived from a particular facility or class of facilities or in some cases, from the proceeds of a special excise tax or other specific revenue source such as the user of the facility being financed. 

 

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Consequently, the credit quality of revenue bonds is usually directly related to the credit standing of the user of the facility involved.

 

There are, of course, variations in the quality of Municipal Obligations, both within a particular classification and between classifications, and the yields on Municipal Obligations depend upon a variety of factors, including general money market conditions, the financial condition of the issuer, general conditions of the municipal bond market, the size of a particular offering, the maturity of the obligation and the rating of the issue.  The ratings of Moody’s and S&P represent their opinions as to the quality of Municipal Obligations.  It should be emphasized, however, that ratings are general and are not absolute standards of quality, and Municipal Obligations with the same maturity, interest rate and rating may have different yields while Municipal Obligations of the same maturity and interest rate with different ratings may have the same yield.  Subsequent to its purchase by the Portfolio, an issue of Municipal Obligations may cease to be rated or its rating may be reduced below the minimum rating required for purchase by the Portfolio.  Credit Suisse will consider such an event in determining whether the Portfolio should continue to hold the obligation.  See Appendix A for further information concerning the ratings of Moody’s and S&P and their significance.

 

Among other instruments, the Portfolio may purchase short-term Tax Anticipation Notes, Bond Anticipation Notes, Revenue Anticipation Notes and other forms of short-term loans.  Such notes are issued with a short term maturity in anticipation of the receipt of tax funds, the proceeds of bond placements or other revenues.

 

Municipal Obligations are also subject to the provisions of bankruptcy, insolvency and other laws affecting the rights and remedies of creditors, such as the Federal Bankruptcy Code, and laws, if any, which may be enacted by Congress or state legislatures extending the time for payment of principal or interest, or both, or imposing other constraints upon enforcement of such obligations or upon the ability of municipalities to levy taxes.  There is also the possibility that as a result of litigation or other conditions, the power or ability of any one or more issuers to pay, when due, principal of and interest on its, or their, Municipal Obligations may be materially affected.

 

Bond Insurer Risk .  The Portfolio may purchase municipal securities that are insured under policies issued by certain insurance companies. Insured municipal securities typically receive a higher credit rating which means that the issuer of the securities pays a lower interest rate. In purchasing such insured securities, the Adviser gives consideration both to the insurer and to the credit quality of the underlying issuer. The insurance reduces the credit risk for a particular municipal security by supplementing the creditworthiness of the underlying bond and provides additional security for payment of the principal and interest of a municipal security. Certain of the insurance companies that provide insurance for municipal securities provide insurance for other types of securities, including some involving subprime mortgages. The value of subprime mortgage securities has declined recently and some may default, increasing a bond insurer’s risk of having to make payments to holders of subprime mortgage securities. Because of this risk, the ratings of some insurance companies have been, or may be, downgraded and it is possible that an insurance company may become insolvent. If an insurance company’s rating is downgraded or the company becomes insolvent, the prices of municipal securities insured by the insurance company may decline.

 

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Alternative Minimum Tax Bonds

 

The Portfolio may invest without limit in “Alternative Minimum Tax Bonds,” which are certain bonds issued after August 7, 1986 to finance certain non-governmental activities.  While the income from Alternative Minimum Tax Bonds is exempt from regular federal income tax, it is a tax preference item for purposes of the federal individual and corporate “alternative minimum tax.”  The alternative minimum tax is a special tax that applies to taxpayers who have certain adjustments or tax preference items.  Available returns on Alternative Minimum Tax Bonds acquired by the Portfolio may be lower than those from other Municipal Obligations acquired by the Portfolio due to the possibility of federal, state and local alternative minimum or minimum income tax liability on Alternative Minimum Tax Bonds.

 

Securities of Other Investment Companies

 

The Portfolio may invest in securities of other investment companies to the extent permitted under the 1940 Act or pursuant to an SEC order.  Presently, under the 1940 Act, the Portfolio may hold securities of another investment company in amounts which (i) do not exceed 3% of the total outstanding voting stock of such company, (ii) do not exceed 5% of the value of the Portfolio’s total assets and (iii) when added to all other investment company securities held by the Portfolio, do not exceed 10% of the value of the Portfolio’s total assets.  As a shareholder of another investment company, the Portfolio would bear, along with other shareholders, its pro rata portion of the other investment company’s expenses, including advisory fees.  These expenses would be in addition to the advisory and other expenses that the Portfolio bears directly in connection with its own operations.

 

Investment Grade Securities

 

The Portfolio may invest without limit in investment grade debt securities.  Investment grade bonds are rated in one of the four highest rating categories by Moody’s or S&P, or if unrated, are determined by Credit Suisse to be of comparable quality.  If a debt security receives different ratings from Moody’s, S&P, or another nationally recognized statistical rating organization, Credit Suisse will treat the debt security as being rated in the highest of the rating categories.  Moody’s considers debt securities rated Baa (its lowest investment grade rating) to have speculative characteristics. This means that changes in economic conditions or other circumstances are more likely to lead to a weakened capacity to make principal and interest payments than is the case for higher rated bonds.

 

Moody’s and S&P are private services that provide ratings of the credit quality of debt securities and certain other securities. A description of the ratings assigned to corporate bonds by Moody’s and S&P is included in Appendix A to this SAI.

 

Credit ratings attempt to evaluate the safety of principal and interest payments, but they do not evaluate the volatility of a debt security’s value or its liquidity and do not guarantee the performance of the issuer. Rating agencies may fail to make timely changes in credit ratings in response to subsequent events, so that an issuer’s current financial condition may be better or worse than the rating indicates. There is a risk that rating agencies may downgrade a debt security’s rating. Subsequent to a security’s purchase by the Portfolio, it may

 

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cease to be rated or its rating may be reduced below the minimum rating required for purchase by the Portfolio.  Neither event will require the sale of such securities, although Credit Suisse will consider such event in its determination of whether the Portfolio should continue to hold the security.  Credit Suisse may use these ratings in determining whether to purchase, sell or hold a security. It should be emphasized, however, that ratings are general and are not absolute standards of quality. Consequently, bonds with the same maturity, interest rate and rating may have different market prices.

 

Below Investment Grade Securities

 

The Portfolio may invest up to 10% of its net assets in fixed income securities rated below investment grade and as low as C by Moody’s or D by S&P, and in comparable unrated securities.  A security will be deemed to be investment grade if it is rated within the four highest grades by Moody’s or S&P or, if unrated, is determined to be of comparable quality by the Adviser.  Bonds rated in the fourth highest grade may have speculative characteristics and changes in economic conditions or other circumstances are more likely to lead to a weakened capacity to make principal and interest payments than is the case with higher grade bonds.  The Portfolio’s holdings of debt securities rated below investment grade (commonly referred to as “junk bonds”) may be rated as low as C by Moody’s or D by S&P at the time of purchase, or may be unrated securities considered to be of equivalent quality.  Securities that are rated C by Moody’s comprise the lowest rated class and can be regarded as having extremely poor prospects of ever attaining any real investment standing.  Debt rated D by S&P is in default or is expected to default upon maturity or payment date.  Bonds rated below investment grade may have speculative characteristics and changes in economic conditions or other circumstances are more likely to lead to a weakened capacity to make principal and interest payments than is the case with higher grade bonds.  Investors should be aware that ratings are relative and subjective and are not absolute standards of quality.  Any percentage limitation on the Portfolio’s ability to invest in debt securities will not be applicable during periods when the Portfolio pursues a temporary defensive strategy as discussed below.

 

An economic recession could disrupt severely the market for below investment grade securities and may adversely affect the value of below investment grade securities and the ability of the issuers of such securities to repay principal and pay interest thereon.

 

The Portfolio may have difficulty disposing of certain of these securities because there may be a thin trading market.  Because there is no established retail secondary market for many of these securities, the Portfolio anticipates that these securities could be sold only to a limited number of dealers or institutional investors.  To the extent a secondary trading market for these securities does exist, it generally is not as liquid as the secondary market for investment grade securities.  The lack of a liquid secondary market, as well as adverse publicity and investor perception with respect to these securities, may have an adverse impact on market price and the Portfolio’s ability to dispose of particular issues when necessary to meet the Portfolio’s liquidity needs or in response to a specific economic event such as a deterioration in the creditworthiness of the issuer.  The lack of a liquid secondary market for certain securities also may make it more difficult for the Portfolio to obtain accurate market quotations for purposes of valuing the Portfolio and calculating its net asset value.

 

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Subsequent to its purchase by the Portfolio, an issue of securities may cease to be rated or its rating may be reduced below the minimum required for purchase by the Portfolio.  Neither event will require sale of such securities by the Portfolio, although Credit Suisse will consider such event in its determination of whether the Portfolio should continue to hold the securities.

 

Securities rated below investment grade and comparable unrated securities:  (i) will likely have some quality and protective characteristics that, in the judgment of the rating organizations, are outweighed by large uncertainties or major risk exposures to adverse conditions and (ii) are predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal in accordance with the terms of the obligation.  Issuers of medium- and lower-rated securities and unrated securities are often highly leveraged and may not have more traditional methods of financing available to them so that their ability to service their obligations during an economic downturn or during sustained periods of rising interest rates may be impaired.

 

An economic recession could disrupt severely the market for medium- and lower-rated securities and may adversely affect the value of such securities and the ability of the issuers of such securities to repay principal and pay interest thereon.  To the extent a secondary trading market for these securities does exist, it generally is not as liquid as the secondary market for higher-rated securities.  The lack of a liquid secondary market, as well as adverse publicity and investor perception with respect to these securities may have an adverse impact on market price and the Portfolio’s ability to dispose of particular issues when necessary to meet the Portfolio’s liquidity needs or in response to a specific economic event such as a deterioration in the creditworthiness of the issuer.  The lack of a liquid secondary market for certain securities also may make it more difficult for the Portfolio to obtain accurate market quotations for purposes of valuing the Portfolio and calculating its net asset value.

 

The market value of securities in medium- and lower-rated categories is also more volatile than that of higher quality securities.  Factors adversely impacting the market value of these securities will adversely impact the Portfolio’s net asset value.  The Portfolio will rely on the judgment, analysis and experience of the Adviser in evaluating the creditworthiness of an issuer.  In this evaluation, in addition to relying on ratings assigned by Moody’s or S&P, the Adviser will take into consideration, among other things, the issuer’s financial resources, its sensitivity to economic conditions and trends, its operating history, the quality of the issuer’s management and regulatory matters.  Interest rate trends and specific developments which may affect individual issuers will also be analyzed.  The Portfolio may incur additional expenses to the extent it is required to seek recovery upon a default in the payment of principal or interest on its portfolio holdings of such securities.  At times, adverse publicity regarding lower-rated securities has depressed the prices for such securities to some extent.

 

Emerging Markets

 

The Portfolio may invest up to 5% of its total assets in securities of issuers located in “emerging markets” (less developed countries located outside of the U.S.).  Investing in emerging markets involves not only the risks described above with respect to investing in foreign securities generally, but also other risks, including exposure to economic structures that are

 

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generally less diverse and mature than, and to political systems that can be expected to have less stability than, those of developed countries.  Other characteristics of emerging markets that may affect investments include certain national policies that may restrict investment by foreigners in issuers or industries deemed sensitive to relevant national interests and the absence of developed structures governing private and foreign investments and private property.  The typically small size of the markets of securities of issuers located in emerging markets and the possibility of a low or nonexistent volume of trading in those securities may also result in a lack of liquidity and in price volatility of those securities.

 

Lending Portfolio Securities

 

The Portfolio may lend portfolio securities to brokers, dealers and other financial organizations that meet capital and other credit requirements or other criteria established by the Portfolio’s Board.  These loans, if and when made, may not exceed 33-1/3% of the Portfolio’s total assets taken at value (including the loan collateral).  Loans of portfolio securities will be collateralized by cash or liquid securities, which are maintained at all times in an amount equal to at least 100% of the current market value of the loaned securities.  Any gain or loss in the market price of the securities loaned that might occur during the term of the loan would be for the account of the Portfolio.  From time to time, the Portfolio may return a part of the interest earned from the investment of collateral received for securities loaned to the borrower and/or a third party that is unaffiliated with the Portfolio and that is acting as a “finder.”

 

By lending its securities, the Portfolio can increase its income by continuing to receive interest and any dividends on the loaned securities as well as by either investing the collateral received for securities loaned in short-term instruments or obtaining yield in the form of interest paid by the borrower when U.S. government securities are used as collateral.  The Portfolio will adhere to the following conditions whenever its portfolio securities are loaned:  (i) the Portfolio must receive at least 100% cash collateral or equivalent securities of the type discussed in the preceding paragraph from the borrower; (ii) the borrower must increase such collateral whenever the market value of the securities rises above the level of such collateral; (iii) the Portfolio must be able to terminate the loan at any time; (iv) the Portfolio must receive reasonable interest on the loan, as well as any dividends, interest or other distributions on the loaned securities and any increase in market value; (v) the Portfolio may pay only reasonable custodian fees in connection with the loan; and (vi) voting rights on the loaned securities may pass to the borrower, provided, however, that if a material event adversely affecting the investment occurs, the Board of the Portfolio must terminate the loan and regain the right to vote the securities.  Loan agreements involve certain risks in the event of default or insolvency of the other party including possible delays or restrictions upon the Portfolio’s ability to recover the loaned securities or dispose of the collateral for the loan.  Default by or bankruptcy of a borrower would expose the Portfolio to possible loss because of adverse market action, expenses and/or delays in connection with the disposition of underlying securities.  Any loans of the Portfolio’s securities will be fully collateralized and marked to market daily.

 

The Portfolio and Credit Suisse have received an order of exemption (the “Order”) from the SEC to permit certain affiliates of Credit Suisse to act as lending agent for the Portfolio, to permit securities loans to broker-dealer affiliates of Credit Suisse, and to permit the investment of cash collateral received by an affiliated lending agent from borrowers and other

 

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uninvested cash amounts in certain money market funds advised by Credit Suisse (“Investment Funds”).  The Order contains a number of conditions that are designed to ensure that the securities lending program does not involve overreaching by Credit Suisse or any of its affiliates.  These conditions include percentage limitations on the amount of the Portfolio’s assets that may be invested in the Investment Funds, restrictions on the Investment Funds’ ability to collect sales charges and certain other fees, and a requirement that the Portfolio will invest in the Investment Funds at the same price as each other fund and will bear its proportionate shares of expenses and receive its proportionate share of any dividends.

 

Repurchase Agreements

 

The Portfolio may invest up to 20% of its total assets in repurchase agreement transactions with member banks of the Federal Reserve System and certain non-bank dealers.  Repurchase agreements are contracts under which the buyer of a security simultaneously commits to resell the security to the seller at an agreed-upon price and date.  Under the terms of a typical repurchase agreement, the Portfolio would acquire any underlying security for a relatively short period (usually not more than one week) subject to an obligation of the seller to repurchase, and the Portfolio to resell, the obligation at an agreed-upon price and time, thereby determining the yield during the Portfolio’s holding period.  This arrangement results in a fixed rate of return that is not subject to market fluctuations during the Portfolio’s holding period.  The value of the underlying securities will at all times be at least equal to the total amount of the purchase obligation, including interest.  The Portfolio bears a risk of loss in the event that the other party to a repurchase agreement defaults on its obligations or becomes bankrupt and the Portfolio is delayed or prevented from exercising its right to dispose of the collateral securities, including the risk of a possible decline in the value of the underlying securities during the period while the Portfolio seeks to assert this right.  Credit Suisse monitors the creditworthiness of those bank and non-bank dealers with which the Portfolio enters into repurchase agreements to evaluate this risk.  A repurchase agreement is considered to be a loan under the 1940 Act.

 

Reverse Repurchase Agreements and Dollar Rolls

 

The Portfolio may enter into reverse repurchase agreements with member banks of the Federal Reserve System and certain non-bank dealers.  Reverse repurchase agreements involve the sale of securities held by the Portfolio pursuant to its agreement to repurchase them at a mutually agreed upon date, price and rate of interest.  At the time the Portfolio enters into a reverse repurchase agreement, it will segregate with an approved custodian cash or liquid high-grade debt securities having a value not less than the repurchase price (including accrued interest).  The segregated assets will be marked-to-market daily and additional assets will be segregated on any day in which the assets fall below the repurchase price (plus accrued interest).  The Portfolio’s liquidity and ability to manage its assets might be affected when it sets aside cash or portfolio securities to cover such commitments.

 

The Portfolio also may enter into “dollar rolls,” in which the Portfolio sells fixed-income securities for delivery in the current month and simultaneously contracts to repurchase similar but not identical (same type, coupon and maturity) securities on a specified future date.  During the roll period, the Portfolio would forgo principal and interest paid on such securities.  The Portfolio would be compensated by the difference between the current sales price and the

 

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forward price for the future purchase, as well as by the interest earned on the cash proceeds of the initial sale.  At the time the Portfolio enters into a dollar roll transaction, it will segregate with an approved custodian cash or liquid securities having a value not less than the repurchase price (including accrued interest) and will subsequently monitor the segregated assets to ensure that its value is maintained.  Reverse repurchase agreements and dollar rolls that are accounted for as financings are considered to be borrowings under the 1940 Act.

 

Reverse repurchase agreements and dollar rolls involve the risk that the market value of the securities retained in lieu of sale may decline below the price of the securities the Portfolio has sold but is obligated to repurchase.  In the event the buyer of securities under a reverse repurchase agreement files for bankruptcy or becomes insolvent, such buyer or its trustee or receiver may receive an extension of time to determine whether to enforce the Portfolio’s obligation to repurchase the securities, and the Portfolio’s use of the proceeds of the reverse repurchase agreement may effectively be restricted pending such decision.

 

Zero Coupon Securities

 

The Portfolio may invest without limit in “zero coupon” U.S. Treasury, foreign government and U.S. and foreign corporate convertible and nonconvertible debt securities, which are bills, notes and bonds that have been stripped of their unmatured interest coupons and custodial receipts or certificates of participation representing interests in such stripped debt obligations and coupons.  A zero coupon security pays no interest to its holder prior to maturity.  Accordingly, such securities usually trade at a deep discount from their face or par value and will be subject to greater fluctuations of market value in response to changing interest rates than debt obligations of comparable maturities that make current distributions of interest.  Federal tax law requires that a holder of a zero coupon security accrue a portion of the discount at which the security was purchased as income each year, even though the holder receives no interest payment on the security during the year.  Such accrued discount will be includible in determining the amount of dividends the Portfolio must pay each year and, in order to generate cash necessary to pay such dividends, the Portfolio may liquidate portfolio securities at a time when it would not otherwise have done so.  See “Additional Information Concerning Taxes.”  At present, the U.S. Treasury and certain U.S. agencies issue stripped Government Securities.  In addition, a number of banks and brokerage firms have separated the principal portions from the coupon portions of U.S. Treasury bonds and notes and sold them separately in the form of receipts or certificates representing undivided interests in these instruments.

 

Government Zero Coupon Securities

 

The Portfolio may invest in (i) Government Securities that have been stripped of their unmatured interest coupons, (ii) the coupons themselves and (iii) receipts or certificates representing interests in stripped Government Securities and coupons (collectively referred to as “Government zero coupon securities”).

 

Short Sales

 

In a short sale, the Portfolio sells a borrowed security and has a corresponding obligation to the lender to return the identical security.  The seller does not immediately deliver

 

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the securities sold and is said to have a short position in those securities until delivery occurs.  If the Portfolio engages in a short sale, the collateral for the short position will be maintained by the Portfolio’s custodian or qualified sub-custodian.  While the short sale is open, the Portfolio will maintain in a segregated account an amount of liquid securities equal in value to its obligation to purchase the securities sold short, marked to market daily.

 

If the Portfolio effects a short sale of securities at a time when it has an unrealized gain on the securities, it may be required to recognize that gain as if it had actually sold the securities (as a “constructive sale”) on the date it effects the short sale.  However, such constructive sale treatment may not apply if the Portfolio closes out the short sale with securities other than the appreciated securities held at the time of the short sale and if certain other conditions are satisfied.  Uncertainty regarding the tax consequences of effecting short sales may limit the extent to which the Portfolio may effect short sales.

 

Short Sales “Against the Box”

 

A short sale is “against the box” to the extent that the Portfolio contemporaneously owns or has the right to obtain, at no added cost, securities identical to those sold short.  Not more than 10% of the Portfolio’s net assets (taken at current value) may be held as collateral for short sales against the box at any one time.  The Portfolio does not intend to engage in short sales against the box for investment purposes.  The Portfolio may, however, make a short sale as a hedge, when it believes that the price of a security may decline, causing a decline in the value of a security owned by the Portfolio (or a security convertible or exchangeable for such security).  In such case, any future losses in the Portfolio’s long position should be offset by a gain in the short position and, conversely, any gain in the long position should be reduced by a loss in the short position.  The extent to which such gains or losses are reduced will depend upon the amount of the security sold short relative to the amount the Portfolio owns.  There will be certain additional transaction costs associated with short sales against the box, but the Portfolio will endeavor to offset these costs with the income from the investment of the cash proceeds of short sales.

 

See “Additional Information Concerning Taxes” for a discussion of the tax consequences to the Portfolio of effecting short sales against the box.

 

Emerging Growth and Smaller Capitalization Companies; Unseasoned Issuers

 

Investing in securities of companies with continuous operations of less than three years (“unseasoned issuers”) may involve greater risks since these securities may have limited marketability and, thus, may be more volatile than securities of larger, more established companies or the market in general.  Because such companies normally have fewer shares outstanding than larger companies, it may be more difficult for the Portfolio to buy or sell significant amounts of such shares without an unfavorable impact on prevailing prices.  These companies may have limited product lines, markets or financial resources and may lack management depth.  In addition, these companies are typically subject to a greater degree of changes in earnings and business prospects than are larger, more established companies.  There is typically less publicly available information concerning these companies than for larger, more established ones.

 

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Although investing in securities of unseasoned issuers offers potential for above-average returns if the companies are successful, the risk exists that the companies will not succeed and the prices of the companies’ shares could significantly decline in value.  Therefore, an investment in the Portfolio may involve a greater degree of risk than an investment in other mutual funds that seek total return by investing in more established, larger companies.

 

“Special Situation” Companies

 

“Special situation companies” are companies involved in an actual or prospective acquisition or consolidation; reorganization; recapitalization; merger, liquidation or distribution of cash, securities or other assets; a tender or exchange offer; a breakup or workout of a holding company; or litigation which, if resolved favorably, would improve the value of the company’s stock.  If the actual or prospective situation does not materialize as anticipated, the market price of the securities of a “special situation company” may decline significantly.  Credit Suisse believes, however, that if it analyzes “special situation companies” carefully and invests in the securities of these companies at the appropriate time, it may assist the Portfolio in achieving its investment objective.  There can be no assurance, however, that a special situation that exists at the time of its investment will be consummated under the terms and within the time period contemplated.

 

Variable and Floating Rate Securities and Master Demand Notes

 

Variable and floating rate securities provide for a periodic adjustment in the interest rate paid on the obligations.  The terms of such obligations provide that interest rates are adjusted periodically based upon an interest rate adjustment index as provided in the respective obligations.  The adjustment intervals may be regular, and range from daily up to annually, or may be event based, such as based on a change in the prime rate.

 

The Portfolio may invest in floating rate debt instruments (“floaters”) and engage in credit spread trades.  The interest rate on a floater is a variable rate which is tied to another interest rate, such as a money-market index or Treasury bill rate.  The interest rate on a floater resets periodically, typically every six months.  While, because of the interest rate reset feature, floaters provide the Portfolio with a certain degree of protection against rises in interest rates, the Portfolio will participate in any declines in interest rates as well.  A credit spread trade is an investment position relating to a difference in the prices or interest rates of two securities or currencies, where the value of the investment position is determined by movements in the difference between the prices or interest rates, as the case may be, of the respective securities or currencies.

 

The Portfolio may also invest in inverse floating rate debt instruments (“inverse floaters”).  The interest rate on an inverse floater resets in the opposite direction from the market rate of interest to which the inverse floater is indexed.  An inverse floating rate security may exhibit greater price volatility than a fixed rate obligation of similar credit quality.

 

Variable rate demand notes (“VRDNs”) are obligations issued by corporate or governmental entities which contain a floating or variable interest rate adjustment formula and an unconditional right of demand to receive payment of the unpaid principal balance plus

 

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accrued interest upon a short notice period not to exceed seven days.  The interest rates are adjustable at intervals ranging from daily to up to every six months to some prevailing market rate for similar investments, such adjustment formula being calculated to maintain the market value of the VRDN at approximately the par value of the VRDN upon the adjustment date.  The adjustments are typically based upon the prime rate of a bank or some other appropriate interest rate adjustment index.

 

Master demand notes are notes which provide for a periodic adjustment in the interest rate paid (usually tied to the Treasury Bill auction rate) and permit daily changes in the principal amount borrowed.  While there may be no active secondary market with respect to a particular VRDN purchased by the Portfolio, the Portfolio may, upon the notice specified in the note, demand payment of the principal of and accrued interest on the note at any time and may resell the note at any time to a third party.  The absence of such an active secondary market, however, could make it difficult for the Portfolio to dispose of the VRDN involved in the event the issuer of the note defaulted on its payment obligations, and the Portfolio could, for this or other reasons, suffer a loss to the extent of the default.

 

Event-Linked Bonds

 

The Portfolio may invest in “event-linked bonds.”  Event-linked bonds are fixed income securities for which the return of principal and payment of interest is contingent on the non-occurrence of a specific “trigger” event, such as a hurricane, earthquake, or other physical or weather-related phenomenon.  They may be issued by government agencies, insurance companies, reinsurers, special purpose corporations or other on-shore or off-shore entities.  If a trigger event causes losses exceeding a specific amount in the geographic region and time period specified in a bond, the Portfolio may lose a portion or all of its principal invested in the bond.  If no trigger event occurs, the Portfolio will recover its principal plus interest.  For some event-linked bonds, the trigger event or losses may be based on company-wide losses, index-portfolio losses, industry indices, or readings of scientific instruments rather than specified actual losses.  Often the event-linked bonds provide for extensions of maturity that are mandatory, or optional at the discretion of the issuer, in order to process and audit loss claims in those cases where a trigger event has, or possibly has, occurred.  In addition to the specified trigger events, event-linked bonds may also expose the Portfolio to certain unanticipated risks including but not limited to issuer (credit) default, adverse regulatory or jurisdictional interpretations, and adverse tax consequences.

 

Event-linked bonds are a relatively new type of financial instrument.  As such, there is no significant trading history for these securities, and there can be no assurance that a liquid market in these instruments will develop.  Lack of a liquid market may impose the risk of higher transaction costs and the possibility that the Portfolio may be forced to liquidate positions when it would not be advantageous to do so.  Event-linked bonds are typically rated, and the Portfolio will only invest in catastrophe bonds that meet the credit quality requirements for the Portfolio.

 

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Delayed Funding Loans and Revolving Credit Facilities

 

The Portfolio may enter into, or acquire participations in, delayed funding loans and revolving credit facilities.  Delayed funding loans and revolving credit facilities are borrowing arrangements in which the lender agrees to make loans up to a maximum amount upon demand by the borrower during a specified term.  A revolving credit facility differs from a delayed funding loan in that as the borrower repays the loan, an amount equal to the repayment may be borrowed again during the term of the revolving credit facility.  Delayed funding loans and revolving credit facilities usually provide for floating or variable rates of interest.  These commitments may have the effect of requiring the Portfolio to increase its investment in a company at a time when it might not otherwise decide to do so (including at a time when the company’s financial condition makes it unlikely that such amounts will be repaid).  To the extent that the Portfolio is committed to advance additional funds, it will at all times segregate assets, determined to be liquid by Credit Suisse in accordance with procedures established by the Board, in an amount sufficient to meet such commitments.

 

The Portfolio may invest in delayed funding loans and revolving credit facilities with credit quality comparable to that of issuers of other portfolio investments.  Delayed funding loans and revolving credit facilities may be subject to restrictions on transfer, and only limited opportunities may exist to resell such instruments.  As a result, the Portfolio may be unable to sell such investments at an opportune time or may have to resell them at less than fair market value. The Portfolio currently intends to treat delayed funding loans and revolving credit facilities for which there is no readily available market as illiquid for purposes of the Portfolio’s limitation on illiquid investments.  Delayed funding loans and revolving credit facilities are considered to be debt obligations for purposes of the Portfolio’s investment restriction relating to the lending of funds or assets by the Portfolio.

 

When-Issued Securities and Delayed-Delivery Transactions

 

The Portfolio may utilize its assets to purchase securities on a “when-issued” basis or purchase or sell securities for delayed delivery ( i.e. , payment or delivery occur beyond the normal settlement date at a stated price and yield).  The Portfolio will enter into a when-issued transaction for the purpose of acquiring portfolio securities and not for the purpose of leverage, but may sell the securities before the settlement date if Credit Suisse deems it advantageous to do so.  The payment obligation and the interest rate that will be received on when-issued securities are fixed at the time the buyer enters into the commitment.  Due to fluctuations in the value of securities purchased or sold on a when-issued or delayed-delivery basis, the yields obtained on such securities may be higher or lower than the yields available in the market on the dates when the investments are actually delivered to the buyers.

 

When the Portfolio agrees to purchase when-issued or delayed-delivery securities, its custodian will set aside cash or liquid securities that are acceptable as collateral to the appropriate regulatory authority equal to the amount of the commitment in a segregated account.  Normally, the custodian will set aside portfolio securities to satisfy a purchase commitment, and in such a case the Portfolio may be required subsequently to place additional assets in the segregated account in order to ensure that the value of the account remains equal to the amount of the Portfolio’s commitment.  It may be expected that the Portfolio’s net assets will fluctuate to

 

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a greater degree when it sets aside portfolio securities to cover such purchase commitments than when it sets aside cash.  When the Portfolio engages in when-issued or delayed-delivery transactions, it relies on the other party to consummate the trade.  Failure of the seller to do so may result in the Portfolio’s incurring a loss or missing an opportunity to obtain a price considered to be advantageous.

 

To-Be-Announced Mortgage-Backed Securities

 

As with other delayed-delivery transactions, a seller agrees to issue a to-be-announced mortgage-backed security (a “TBA”) at a future date.  A TBA transaction arises when a mortgage-backed security, such as a GNMA pass-through security, is purchased or sold with specific pools that will constitute that GNMA pass-through security to be announced on a future settlement date.  However, at the time of purchase, the seller does not specify the particular mortgage-backed securities to be delivered.  Instead, the Portfolio agrees to accept any mortgage-backed security that meets specified terms.  Thus, the Portfolio and the seller would agree upon the issuer, interest rate and terms of the underlying mortgages, but the seller would not identify the specific underlying mortgages until shortly before it issues the mortgage-backed security.  TBAs increase interest rate risks because the underlying mortgages may be less favorable than anticipated by the Portfolio.  For a further description of mortgage-backed securities, see “Structured Securities - Mortgage-Backed Securities” above.

 

Stand-By Commitment Agreements

 

The Portfolio may invest in “stand-by commitments” with respect to securities held in its portfolio.  Under a stand-by commitment, a dealer agrees to purchase at the Portfolio’s option specified securities at a specified price.  The Portfolio’s right to exercise stand-by commitments is unconditional and unqualified.  Stand-by commitments acquired by the Portfolio may also be referred to as “put” options.  A stand-by commitment is not transferable by the Portfolio, although the Portfolio can sell the underlying securities to a third party at any time.

 

The principal risk of stand-by commitments is that the writer of a commitment may default on its obligation to repurchase the securities acquired with it.  When investing in stand-by commitments, the Portfolio will seek to enter into stand-by commitments only with brokers, dealers and banks that, in the opinion of Credit Suisse, present minimal credit risks.  In evaluating the creditworthiness of the issuer of a stand-by commitment, Credit Suisse will periodically review relevant financial information concerning the issuer’s assets, liabilities and contingent claims.  The Portfolio acquires stand-by commitments only in order to facilitate portfolio liquidity and does not expect to exercise its rights under stand-by commitments for trading purposes.

 

The amount payable to the Portfolio upon its exercise of a stand-by commitment is normally (i) the Portfolio’s acquisition cost of the securities (excluding any accrued interest which the Portfolio paid on their acquisition), less any amortized market premium or plus any amortized market or original issue discount during the period the Portfolio owned the securities, plus (ii) all interest accrued on the securities since the last interest payment date during that period.

 

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The Portfolio expects that stand-by commitments will generally be available without the payment of any direct or indirect consideration.  However, if necessary or advisable, the Portfolio may pay for a stand-by commitment either separately in cash or by paying a higher price for portfolio securities which are acquired subject to the commitment (thus reducing the yield to maturity otherwise available for the same securities).  The total amount paid in either manner for outstanding stand-by commitments held in the Portfolio’s portfolio will not exceed 1/2 of 1% of the value of the Portfolio’s total assets calculated immediately after each stand-by commitment is acquired.

 

The Portfolio would acquire stand-by commitments solely to facilitate portfolio liquidity and does not intend to exercise its rights thereunder for trading purposes.  The acquisition of a stand-by commitment would not affect the valuation or assumed maturity of the underlying securities.  Stand-by commitments acquired by the Portfolio would be valued at zero in determining net asset value.  Where the Portfolio paid any consideration directly or indirectly for a stand-by commitment, its cost would be reflected as unrealized depreciation for the period during which the commitment was held by the Portfolio.

 

The Portfolio will at all times maintain a segregated account with its custodian consisting of cash or liquid securities in an aggregate amount equal to the purchase price of the securities underlying the commitment.  The assets contained in the segregated account will be marked-to-market daily and additional assets will be placed in such account on any day in which assets fall below the amount of the purchase price.  The Portfolio’s liquidity and ability to manage its assets might be affected when it sets aside cash or portfolio securities to cover such commitments.

 

The Internal Revenue Service (“IRS”) has issued a revenue ruling to the effect that a registered investment company will be treated for federal income tax purposes as the owner of the Municipal Obligations acquired subject to a stand-by commitment and the interest on the Municipal Obligations will be tax-exempt to the Portfolio.

 

Real Estate Investment Trusts

 

The Portfolio may invest in real estate investment trusts (“REITs”), which are pooled investment vehicles that invest primarily in income-producing real estate or real estate related loans or interests.  Like regulated investment companies such as the Portfolio, REITs are not taxed on income distributed to shareholders provided they comply with several requirements of the Code.  When the Portfolio invests in a REIT, it will indirectly bear its proportionate share of any expenses paid by the REIT in addition to the expenses of the Portfolio.

 

Investing in REITs involves certain risks.  A REIT may be affected by changes in the value of the underlying property owned by such REIT or by the quality of any credit extended by the REIT.  REITs are dependent on management skills, are not diversified (except to the extent the Code requires), and are subject to the risks of financing projects.  REITs are subject to heavy cash flow dependency, default by borrowers, self-liquidation, the possibilities of failing to qualify for the exemption from tax for distributed income under the Code and failing to maintain their exemptions from the 1940 Act.  REITs are also subject to interest rate risks.

 

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Warrants

 

The Portfolio may utilize up to 10% of its net assets to purchase warrants issued by domestic and foreign companies to purchase newly created equity securities consisting of common and preferred stock.  The equity security underlying a warrant is outstanding at the time the warrant is issued or is issued together with the warrant.

 

Investing in warrants can provide a greater potential for profit or loss than an equivalent investment in the underlying security, and, thus, can be a speculative investment.  The value of a warrant may decline because of a decline in the value of the underlying security, the passage of time, changes in interest rates or in the dividend or other policies of the company whose equity underlies the warrant or a change in the perception as to the future price of the underlying security, or any combination thereof.  Warrants generally pay no dividends and confer no voting or other rights, except for the right to purchase the underlying security.

 

Non-Publicly Traded and Illiquid Securities

 

The Portfolio may invest up to 15% of its net assets in non-publicly traded and illiquid securities, including securities that are illiquid by virtue of the absence of a readily available market, repurchase agreements which have a maturity of longer than seven days, VRDNs and master demand notes providing for settlement upon more than seven days’ notice by the Portfolio, and time deposits maturing in more than seven calendar days.  Repurchase agreements subject to demand are deemed to have a maturity equal to the notice period.  Securities that have legal or contractual restrictions on resale but have a readily available market are not considered illiquid for purposes of this limitation.  The Portfolio’s investment in the Subsidiary is considered to be illiquid.  The Portfolio’s Subsidiary will also limit its investment in illiquid securities to 15% of its net assets.

 

Historically, illiquid securities have included securities subject to contractual or legal restrictions on resale because they have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), securities which are otherwise not readily marketable and repurchase agreements having a maturity of longer than seven days.  Securities which have not been registered under the Securities Act are referred to as private placements or restricted securities and are purchased directly from the issuer or in the secondary market.  Companies whose securities are not publicly traded may not be subject to the disclosure and other investor protection requirements applicable to companies whose securities are publicly traded.  Limitations on resale may have an adverse effect on the marketability of portfolio securities and a mutual fund might be unable to dispose of restricted or other illiquid securities promptly or at reasonable prices and might thereby experience difficulty satisfying redemptions within seven days.  A mutual fund might also have to register such restricted securities in order to dispose of them resulting in additional expense and delay.  Adverse market conditions could impede such a public offering of securities.

 

In recent years, however, a large institutional market has developed for certain securities that are not registered under the Securities Act including repurchase agreements, commercial paper, foreign securities, municipal securities and corporate bonds and notes.  Institutional investors depend on an efficient institutional market in which the unregistered

 

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security can be readily resold or on an issuer’s ability to honor a demand for repayment.  The fact that there are contractual or legal restrictions on resale to the general public or to certain institutions may not be indicative of the liquidity of such investments.

 

Non-publicly traded securities (including Rule 144A Securities) may involve a high degree of business and financial risk and may result in substantial losses.  These securities may be less liquid than publicly traded securities, and the Portfolio may take longer to liquidate these positions than would be the case for publicly traded securities.  Although these securities may be resold in privately negotiated transactions, the prices realized from these sales could be less than those originally paid by the Portfolio.  Further, companies whose securities are not publicly traded may not be subject to the disclosure and other investor protection requirements that would be applicable if their securities were publicly traded.  The Portfolio’s investment in illiquid securities is subject to the risk that should the Portfolio desire to sell any of these securities when a ready buyer is not available at a price that is deemed to be representative of their value, the value of the Portfolio’s net assets could be adversely affected.

 

Rule 144A Securities.   Rule 144A under the Securities Act adopted by the SEC allows for a broader institutional trading market for securities otherwise subject to restriction on resale to the general public.  Rule 144A establishes a “safe harbor” from the registration requirements of the Securities Act for resales of certain securities to qualified institutional buyers.  Credit Suisse anticipates that the market for certain restricted securities such as institutional commercial paper will expand further as a result of this regulation and use of automated systems for the trading, clearance and settlement of unregistered securities of domestic and foreign issuers, such as the PORTAL System sponsored by the NASDAQ Stock Market, Inc.

 

An investment in Rule 144A Securities will be considered illiquid and therefore subject to the Portfolio’s limit on the purchase of illiquid securities unless the Board or its delegates determines that the Rule 144A Securities are liquid.  In reaching liquidity decisions, Credit Suisse may consider, inter alia , the following factors:  (i) the unregistered nature of the security; (ii) the frequency of trades and quotes for the security; (iii) the number of dealers wishing to purchase or sell the security and the number of other potential purchasers; (iv) dealer undertakings to make a market in the security; and (v) the nature of the security and the nature of the marketplace trades ( e.g. , the time needed to dispose of the security, the method of soliciting offers and the mechanics of the transfer).

 

Investing in Rule 144A securities could have the effect of increasing the level of illiquidity in the Portfolio to the extent that qualified institutional buyers are unavailable or uninterested in purchasing such securities from the Portfolio.  The Board has adopted guidelines and delegated to Credit Suisse the daily function of determining and monitoring the liquidity of Rule 144A Securities, although the Board will retain ultimate responsibility for liquidity determinations.

 

Borrowing

 

The Portfolio may borrow up to 33 1 / 3 % of its total assets for temporary or emergency purposes, including to meet portfolio redemption requests so as to permit the orderly

 

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disposition of portfolio securities or to facilitate settlement transactions on portfolio securities.  Investments (including roll-overs) will not be made when borrowings exceed 5% of the Portfolio’s net assets.  Although the principal of such borrowings will be fixed, the Portfolio’s assets may change in value during the time the borrowing is outstanding.  The Portfolio expects that some of its borrowings may be made on a secured basis.  In such situations, either the custodian will segregate the pledged assets for the benefit of the lender or arrangements will be made with a suitable subcustodian, which may include the lender.

 

Non-Diversified Status

 

The Portfolio is classified as non-diversified within the meaning of the 1940 Act, which means that it is not limited by such Act in the proportion of its assets that it may invest in securities of a single issuer.  As a non-diversified investment company, the Portfolio may invest a greater proportion of its assets in the obligations of a small number of issuers and, as a result, may be subject to greater risk with respect to portfolio securities.  To the extent that the Portfolio assumes large positions in the securities of a small number of issuers, its return may fluctuate to a greater extent than that of a diversified company as a result of changes in the financial condition or in the market’s assessment of the issuers.

 

The Portfolio’s investments will be limited, however, in order to qualify as a “regulated investment company” for purposes of the Code.  See “Additional Information Concerning Taxes.”  To qualify, the Portfolio will comply with certain requirements, including limiting its investments so that at the close of each quarter of the taxable year (i) not more than 25% of the market value of its total assets will be invested in the securities of a single issuer, and (ii) with respect to 50% of the market value of its total assets, not more than 5% of the market value of its total assets will be invested in the securities of a single issuer and the Portfolio will not own more than 10% of the outstanding voting securities of a single issuer.

 

Investments in the Subsidiary

 

The Portfolio will invest up to 25% of its total assets in the shares of its wholly-owned and controlled Subsidiary.  Investments in the Subsidiary are expected to provide the Portfolio with exposure to the commodity markets within the limitations of Subchapter M of the Code and recent IRS revenue rulings, as discussed below under “Additional Information Concerning Taxes—Special Tax Considerations—Tax Treatment of Swaps and Structured Notes.”  The Subsidiary is advised by Credit Suisse, and has the same investment objective as the Portfolio. The Subsidiary (unlike the Portfolio) may invest without limitation in commodity-linked swap agreements and other commodity-linked derivative instruments, including futures contracts on individual commodities or a subset of commodities and options on them. However, the Subsidiary is otherwise subject to the same fundamental, non-fundamental and certain other investment restrictions as the Portfolio, including the timing and method of the valuation of the Subsidiary’s portfolio investments and shares of the Subsidiary.  The Subsidiary is managed pursuant to compliance policies and procedures that are the same, in all material respects, as the policies and procedures adopted by the Portfolio.  The Subsidiary is a company organized under the laws of the Cayman Islands, and is overseen by its own board of directors. The Portfolio is the sole shareholder of the Subsidiary, and it is not currently expected that shares of the Subsidiary will be sold or offered to other investors.

 

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The Subsidiary invests primarily in commodity-linked derivative instruments, including swap agreements, commodity options, futures and options on futures. Although the Portfolio may enter into these commodity-linked derivative instruments directly, the Portfolio will likely gain exposure to these derivative instruments indirectly by investing in the Subsidiary. To the extent that Credit Suisse believes that these commodity-linked derivative instruments are better suited to provide exposure to the commodities market than commodity index-linked notes, the Portfolio’s investment in the Subsidiary will likely increase. The Subsidiary will also invest in fixed income instruments, some of which are intended to serve as margin or collateral for the Subsidiary’s derivatives position.

 

The derivative instruments in which the Portfolio and the Subsidiary primarily intend to invest are instruments linked to certain commodity indices. Additionally, the Portfolio or the Subsidiary may invest in derivative instruments linked to the value of a particular commodity or commodity futures contract, or a subset of commodities or commodity futures contracts, including swaps on commodity futures. The Portfolio’s or the Subsidiary’s investments in commodity-linked derivative instruments may specify exposure to commodity futures with different roll dates, reset dates or contract months than those specified by a particular commodity index. As a result, the commodity-linked derivatives component of the Portfolio’s portfolio may deviate from the returns of any particular commodity index. The Portfolio or the Subsidiary may also over-weight or under-weight its exposure to a particular commodity index, or a subset of commodities, such that the Portfolio has greater or lesser exposure to that index than the value of the Portfolio’s net assets, or greater or lesser exposure to a subset of commodities than is represented by a particular commodity index. Such deviations will frequently be the result of temporary market fluctuations, and under normal circumstances the Portfolio will seek to maintain net notional exposure to one or more commodity indices within 5% (plus or minus) of the value of the Portfolio’s net assets. The portion of the Portfolio’s or Subsidiary’s assets exposed to any particular commodity or commodity sector will vary based on market conditions, but from time to time the portion could be substantial. To the extent that the Portfolio invests in the Subsidiary, it may be subject to the risks associated with those derivative instruments and other securities discussed above.

 

The Subsidiary has an investment management agreement with Credit Suisse pursuant to which Credit Suisse manages the assets of the Subsidiary, but receives no additional compensation for doing so.  The Subsidiary also has entered into a co-administration agreement with Credit Suisse Asset Management Securities, Inc. (“CSAMSI”), an affiliate of Credit Suisse, pursuant to which CSAMSI provides certain administrative services for the Subsidiary, but receives no additional compensation for doing so.  The Subsidiary has also entered into separate contracts for the provision of custody, transfer agency, and accounting agent services with the same or with affiliates of the same service providers that provide those services to the Portfolio.

 

The financial statements of the Subsidiary are included in the annual report (which includes the Subsidiary’s full audited financial statements), and will be included in the semi-annual report (which will include the Subsidiary’s unaudited financial statements), provided to shareholders.  The Portfolio’s annual and semi-annual reports are distributed to shareholders, and copies of the reports are provided without charge upon request as indicated on the front cover of this Statement of Additional Information .

 

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The Subsidiary is not registered under the 1940 Act, and, unless otherwise noted in the Prospectus or this Statement of Additional Information , is not subject to all the investor protections of the 1940 Act.  However, the Portfolio wholly owns and controls the Subsidiary, and the Portfolio and the Subsidiary are both managed by Credit Suisse, making it unlikely that the Subsidiary will take action contrary to the interests of the Portfolio and its shareholders. The Trust’s Board of Trustees has oversight responsibility for the investment activities of the Portfolio, including its investment in the Subsidiary, and the Portfolio’s role as sole shareholder of the Subsidiary. As noted above, the Subsidiary will be subject to the same investment restrictions and limitations, and follow the same compliance policies and procedures, as the Portfolio.  In addition, changes in the laws of the United States and/or the Cayman Islands could result in the inability of the Portfolio and/or the Subsidiary to operate as described in the Prospectus and the Statement of Additional Information and could adversely affect the Portfolio.  For example, the Cayman Islands does not currently impose any income, corporate or capital gains tax, estate duty, inheritance tax, gift tax or withholding tax on the Subsidiary. If Cayman Islands law changes such that the Subsidiary must pay Cayman Islands taxes, Portfolio shareholders would likely suffer decreased investment returns.

 

The Dow Jones-AIG Commodity Index Total Return

 

The Portfolio intends to gain exposure to commodities markets primarily by investing in structured notes where the principal and/or coupon payments are linked to the DJ-AIG Index.  The DJ-AIG Index is a broadly diversified futures index composed of futures contracts on 19 physical commodities.  The DJ-AIG Index is composed of commodities traded on U.S. exchanges, with the exception of aluminum, nickel and zinc, which trade on the London Metal Exchange.  Unlike equities, which entitle the holder to a continuing stake in a corporation, commodity futures contracts specify a delivery date for the underlying physical commodity. In order to avoid delivery and maintain a long futures position, nearby contracts must be sold and contracts that have not yet reached the delivery period must be purchased. This process is known as “rolling” a futures position, and the DJ-AIG Index is a “rolling index.”

 

The DJ-AIG Index is designed to be a liquid benchmark for commodity investment, and is weighted using dollar-adjusted liquidity and production data.  The DJ-AIG Index relies on data that is internal to the futures markets (liquidity) and external to the futures markets (production) in determining relative weightings.  To determine its component weightings, the DJ-AIG Index relies primarily on liquidity data, or the relative amount of trading activity of a particular commodity.  Liquidity is an important indicator of the value placed on a commodity by financial and physical market participants.  The DJ-AIG Index also relies to a lesser extent on dollar-adjusted production data.  Production data, although a useful measure of economic importance, may underestimate the economic significance of storable commodities ( e.g., gold) at the expense of relatively non-storable commodities ( e.g., live cattle).  Production data alone also may underestimate the investment value that financial market participants place on certain commodities.  All data used in both the liquidity and production calculations is averaged over a five-year period.

 

The DJ-AIG Index is designed to provide diversified exposure to commodities as an asset class, rather than being driven by micro-economic events affecting one commodity  

 

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market or sector; this approach may provide relatively low levels of volatility, although this cannot be guaranteed.

 

To ensure that no single commodity or commodity sector dominates the DJ-AIG Index, the DJ-AIG Index relies on several diversification rules. Among these rules are the following:

 

·                   No related group of commodities ( e.g., energy, precious metals, livestock and grains) may constitute more than 33% of the DJ-AIG Index.

 

·                   No single commodity may constitute less than 2% of the DJ-AIG Index.

 

These diversification rules are applied annually to the DJ-AIG Index, when the DJ-AIG Index is reweighted and rebalanced on a price-percentage basis.  Reweighting means that, in general, the DJ-AIG Index may reallocate out of commodities that have appreciated in value and into commodities that have underperformed.

 

The Portfolio is not sponsored, endorsed, sold or promoted by Dow Jones & Company, Inc. (“Dow Jones”), American International Group, Inc. (“American International Group”), AIG International Inc. (“AIGI”) or any of their subsidiaries or affiliates.  None of Dow Jones, American International Group, AIGI or any of their subsidiaries or affiliates makes any representation or warranty, express or implied, to the owners of or investors in the Portfolio or any member of the public regarding the advisability of investing in securities or commodities generally or in the Portfolio particularly.

 

DJ-AIG Index Performance

 

The tables below provide an indication of the potential risks of investing in the Portfolio.  Both tables compare the performance of the DJ-AIG Index to the S&P 500 Index, a broad based securities index.  The first table shows performance over a one-year, three-year, five-year and 10-year period.  The second table shows performance each year for the past ten years.  Both tables serve to illustrate that the Index and the S&P 500 Index may, at times, move in tandem with each other, and that the DJ-AIG Index can experience substantial volatility from year to year.

 

47



 

Average Annual Total Returns for Periods Ended December 31, 2008

 

 

 

1 Year

 

3 Years

 

5 Years

 

10 Years

 

DJ-AIG

 

-35.65

%

-8.59

%

0.22

%

7.60

%

 

 

 

 

 

 

 

 

 

 

S&P 500

 

-37.00

%

-8.34

%

-2.19

%

-1.38

%

 

Annual Total Return for Periods Ending December 31

 

Year

 

DJ-AIG

 

S&P 500 (1)

 

2008

 

-35.65

%

-37.00

%

 

 

 

 

 

 

2007

 

16.23

%

5.49

%

 

 

 

 

 

 

2006

 

2.07

%

15.79

%

 

 

 

 

 

 

2005

 

21.36

%

4.91

%

 

 

 

 

 

 

2004

 

9.15

%

10.88

%

 

 

 

 

 

 

2003

 

23.93

%

28.69

%

 

 

 

 

 

 

2002

 

25.91

%

-22.10

%

 

 

 

 

 

 

2001

 

-19.51

%

-11.88

%

 

 

 

 

 

 

2000

 

31.84

%

-9.11

%

 

 

 

 

 

 

1999

 

24.35

%

21.01

%

 

INVESTMENT RESTRICTIONS

 

The investment limitations numbered 1 through 7 may not be changed without the affirmative vote of the holders of a majority of the Portfolio’s outstanding shares.  Such majority is defined as the lesser of (i) 67% or more of the shares present at the meeting, if the holders of more than 50% of the outstanding shares of the Portfolio are present or represented by proxy, or (ii) more than 50% of the outstanding shares.  Investment limitations 8 through 10 may be changed by a vote of the Board at any time.

 

The Portfolio may not:

 

1.          Borrow money except to the extent permitted under the 1940 Act.

 

2.          Purchase any securities which would cause 25% or more of the value of the Portfolio’s total assets at the time of purchase to be invested in the securities of issuers

 


(1)        Based on total return and dividend reinvestment.

 

48



 

conducting their principal business activities in the same industry; provided that (a) there shall be no limit on the purchase of U.S. government securities; (b) 25% or more of the Portfolio’s assets may be indirectly exposed to industries in commodity sectors of an index; and (c) the Portfolio may invest more than 25% of its total assets in instruments (such as structured notes) issued by companies in the financial services sectors (which includes the banking, brokerage and insurance industries).

 

3.             Make loans except through loans of portfolio securities, entry into repurchase agreements, acquisitions of securities consistent with its investment objective and policies and as otherwise permitted by the 1940 Act.

 

4.             Underwrite any securities issued by others except to the extent that the investment in restricted securities and the sale of securities in accordance with the Portfolio’s investment objective, policies and limitations may be deemed to be underwriting.

 

5.             Purchase or sell real estate, provided that the Portfolio may invest in securities secured by real estate or interests therein or issued by companies that invest or deal in real estate or interests therein or are engaged in the real estate business, including real estate investment trusts.

 

6.             Purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments.  This restriction shall not prevent the Portfolio from purchasing or selling commodity-linked derivative instruments, including but not limited to swap agreements and commodity-linked structured notes, options and futures contracts with respect to indices or individual commodities, or from investing in securities or other instruments backed by physical commodities or by indices.

 

7.             Issue any senior security except as permitted in these Investment Restrictions.

 

8.             Pledge, mortgage or hypothecate its assets, except to the extent necessary to secure permitted borrowings and to the extent related to the deposit of assets in escrow in connection with the writing of covered put and call options and purchase of securities on a forward commitment or delayed-delivery basis and collateral and initial or variation margin arrangements with respect to currency transactions, options, futures contracts, options on futures contracts, swaps and other derivative instruments.

 

9.             Invest more than 15% of the value of the Portfolio’s net assets in securities which may be illiquid because of legal or contractual restrictions on resale or securities for which there are no readily available market quotations.  For purposes of this limitation, (a) repurchase agreements with maturities greater than seven days, (b) VRDNs and master demand notes providing for settlement upon more than seven days notice by the Portfolio and (c) time deposits maturing in more than seven calendar days shall be considered illiquid securities.

 

10.           Make additional investments (including roll-overs) if the Portfolio’s borrowings exceed 5% of its net assets.

 

49



 

If a percentage restriction (other than the percentage limitation set forth in No. 1 above) is adhered to at the time of an investment, a later increase or decrease in the percentage of assets resulting from a change in the values of portfolio securities or in the amount of the Portfolio’s assets will not constitute a violation of such restriction.

 

The Subsidiary will follow the Portfolio’s fundamental and non-fundamental investment restrictions, described above, with respect to its investments.

 

PORTFOLIO VALUATION

 

The following is a description of the procedures used by the Portfolio and the Subsidiary in valuing their assets.

 

Equity securities listed on an exchange or traded in an OTC market will be valued at the closing price on the exchange or market on which the security is primarily traded (the “Primary Market”) at the time of valuation (the “Valuation Time”). If the security did not trade on the Primary Market, the security will be valued at the closing price on another exchange or market where it trades at the Valuation Time.  If there are no such sales prices, the security will be valued at the most recent bid quotation as of the Valuation Time or at the lowest asked quotation in the case of a short sale of securities.  Debt securities with a remaining maturity greater than 60 days shall be valued in accordance with the price supplied by an independent pricing service approved by the Board (“Pricing Service”).  If there are no such quotations, the security will be valued at its fair value as determined in good faith by or under the direction of the Board.

 

Prices for debt securities supplied by a Pricing Service may use a matrix, formula or other objective method that takes into consideration market indices, matrices, yield curves and other specific adjustments.  The procedures of Pricing Services are reviewed periodically by the officers of the Trust under the general supervision and responsibility of the Board, which may replace a Pricing Service at any time.

 

Investments in mutual funds are valued at the mutual fund’s closing net asset value per share on the day of valuation.  The Portfolio’s investment in the Subsidiary is valued based on the value of the Subsidiary’s portfolio investments.  The Subsidiary prices its portfolio investments pursuant to the same pricing and valuation methodologies and procedures used by the Portfolio, which require, among other things, that each of the Subsidiary’s portfolio investments be marked-to-market (that is, the value on the Subsidiary’s books changes) each business day to reflect changes in the market value of the investment.

 

If a Pricing Service is not able to supply closing prices and bid/asked quotations for an equity security or a price for a debt security, and there are two or more dealers, brokers or market makers in the security, the security will be valued at the mean between the highest bid and the lowest asked quotations from at least two dealers, brokers or market makers.  If such dealers, brokers or market makers only provide bid quotations, the value shall be the mean between the highest and the lowest bid quotations provided.  If a Pricing Service is not able to supply closing prices and bid/asked quotations for an equity security or a price for a debt security, and there is only one dealer, broker or market maker in the security, the security will be

 

50



 

valued at the mean between the bid and the asked quotations provided, unless the dealer, broker or market maker can only provide a bid quotation in which case the security will be valued at such bid quotation.  Options contracts will be valued similarly.  Futures contracts will be valued at the most recent settlement price at the time of valuation.

 

Short-term obligations with maturities of 60 days or less are valued at amortized cost, which constitutes fair value as determined by or under the direction of the Board.  Amortized cost involves valuing a portfolio instrument at its initial cost and thereafter assuming a constant amortization to maturity of any discount or premium, regardless of the impact of fluctuating interest rates on the market value of the instrument.  The amortized cost method of valuation may also be used with respect to other debt obligations with 60 days or less remaining to maturity.

 

Swap contracts are generally valued at a price at which the counterparty to such contract would repurchase the instrument or terminate the contract.  Financial futures contracts and options thereon, which are traded on exchanges, are valued at their last sale price as of the close of such exchange.  Structured note agreements are valued in accordance with a dealer-supplied valuation based on changes in value of the underlying index.

 

Foreign securities traded in the local market will be valued at the closing prices, which may not be the last sale price, on the Primary Market (at the Valuation Time with respect to the Portfolio).  If the security did not trade on the Primary Market, it will be valued at the closing price of the local shares (at the Valuation Time with respect to the Portfolio).  If there is no such closing price, the value will be the most recent bid quotation of the local shares (at the Valuation Time with respect to the Portfolio).

 

Securities, options, futures contracts and other assets (including swap agreements and structured notes) that cannot be valued pursuant to the foregoing will be valued at their fair value as determined in good faith by or under the direction of the Board.  In addition, the Board or its delegates may value a security at fair value if it determines that such security’s value determined by the methodology set forth above does not reflect its fair value.  When fair-value pricing is employed, the prices of securities used by a fund to calculate its net asset value may differ from quoted or published prices for the same securities.

 

Trading in securities in certain foreign countries is completed at various times prior to the close of business on each business day in New York ( i.e. , a day on which the NYSE is open for trading).  In addition, securities trading in a particular country or countries may not take place on all business days in New York.  Furthermore, trading takes place in various foreign markets on days that are not business days in New York and days on which the Portfolio’s net asset value is not calculated.  As a result, calculation of the Portfolio’s net asset value may not take place contemporaneously with the determination of the prices of certain foreign portfolio securities used in such calculation.  All assets and liabilities initially expressed in foreign currency values will be converted into U.S. dollar values at the prevailing rate as quoted by a Pricing Service at the close of the London Stock Exchange.  If such quotations are not available, the rate of exchange will be determined in good faith by or under the direction of the Board.

 

51



 

PORTFOLIO TRANSACTIONS

 

Credit Suisse is responsible for establishing, reviewing and, where necessary, modifying the Portfolio’s investment program to achieve its investment objective.  Purchases and sales of newly issued portfolio securities are usually principal transactions without brokerage commissions effected directly with the issuer or with an underwriter acting as principal.  Other purchases and sales may be effected on a securities exchange or OTC, depending on where it appears that the best price or execution will be obtained.  The purchase price paid by the Portfolio to underwriters of newly issued securities usually includes a concession paid by the issuer to the underwriter, and purchases of securities from dealers, acting as either principals or agents in the after market, are normally executed at a price between the bid and asked prices, which includes a dealer’s mark-up or mark-down.  Transactions on U.S. stock exchanges and some foreign stock exchanges involve the payment of negotiated brokerage commissions.  On exchanges on which commissions are negotiated, the cost of transactions may vary among different brokers.  On most foreign exchanges, commissions are generally fixed.  There is generally no stated commission in the case of securities traded in domestic or foreign OTC markets, but the price of securities traded in OTC markets includes an undisclosed commission or mark-up.  U.S. government securities are generally purchased from underwriters or dealers, although certain newly issued U.S. government securities may be purchased directly from the U.S. Treasury or from the issuing agency or instrumentality.  No brokerage commissions are typically paid on purchases and sales of U.S. government securities.

 

Credit Suisse will select specific portfolio investments and effect transactions for the Portfolio.  In selecting broker-dealers, Credit Suisse does business exclusively with those broker-dealers that, in Credit Suisse’s judgment, can be expected to provide the best service.  The service has two main aspects:  the execution of buy and sell orders and the provision of research.  In negotiating commissions with broker-dealers, Credit Suisse will pay no more for execution and research services than it considers either, or both together, to be worth.  The value of execution service depends on the ability of the broker-dealer to minimize costs of securities purchased and to maximize prices obtained for securities sold.  The value of research depends on its usefulness in optimizing portfolio composition and its changes over time.  Commissions for the combination of execution and research services that meet Credit Suisse’s standards may be higher than for execution services alone or for services that fall below Credit Suisse’s standards.  Credit Suisse believes that these arrangements may benefit all clients and not necessarily only the accounts in which the particular investment transactions occur.  Further, Credit Suisse will receive brokerage or research services only in connection with securities transactions that are consistent with the “safe harbor” provisions of Section 28(e) of the Securities Exchange Act of 1934, (the “1934 Act”), when paying such higher commissions.  Research services may include research on specific industries or companies, macroeconomic analyses, analyses of national and international events and trends, evaluations of thinly traded securities, computerized trading screening techniques, securities ranking services and general research services.  For the fiscal year ended December 31, 2008, the Portfolio did not pay any brokerage commissions to brokers and dealers who provided research services.  Research received from brokers or dealers is supplemental to Credit Suisse’s own research program.

 

All orders for transactions in securities or options on behalf of the Portfolio are placed by Credit Suisse with broker-dealers that it selects, including CSAMSI and affiliates of  

 

52



 

Credit Suisse Group.  The Portfolio may utilize CSAMSI, the Portfolio’s distributor and an affiliate of Credit Suisse, or affiliates of Credit Suisse Group in connection with a purchase or sale of securities when Credit Suisse believes that the charge for the transaction does not exceed usual and customary levels and when doing so is consistent with guidelines adopted by the Board.

 

For the fiscal period ended December 31, 2006, the fiscal year ended December 31, 2007 and the fiscal year ended December 31, 2008, the Portfolio paid $927, $0 and $0 in commissions to broker-dealers for execution of portfolio transactions, respectively.

 

Investment decisions for the Portfolio concerning specific portfolio securities are made independently from those for other clients advised by Credit Suisse.  Such other investment clients may invest in the same securities as the Portfolio.  When purchases or sales of the same security are made at substantially the same time on behalf of such other clients, transactions are averaged as to price and available investments allocated as to amount in a manner which Credit Suisse believes to be equitable to each client, including the Portfolio.  In some instances, this investment procedure may adversely affect the price paid or received by the Portfolio or the size of the position obtained or sold for the Portfolio.  To the extent permitted by law, Credit Suisse may aggregate the securities to be sold or purchased for the Portfolio with those to be sold or purchased for such other investment clients in order to obtain best execution.

 

In no instance will portfolio securities be purchased from or sold to Credit Suisse, CSAMSI, Credit Suisse Securities (USA) LLC or any affiliated person of the foregoing entities except as permitted by SEC exemptive order or by applicable law.  In addition, the Portfolio will not give preference to any institutions with which the Portfolio enters into distribution or shareholder servicing agreements concerning the provision of distribution services or support services.

 

Transactions for the Portfolio may be effected on foreign securities exchanges.  In transactions for securities not actively traded on a foreign securities exchange, the Portfolio will deal directly with the dealers who make a market in the securities involved, except in those circumstances where better prices and execution are available elsewhere.  Such dealers usually are acting as principal for their own account.  On occasion, securities may be purchased directly from the issuer.  Such portfolio securities are generally traded on a net basis and do not normally involve brokerage commissions.  Securities firms may receive brokerage commissions on certain portfolio transactions, including options, futures and options on futures transactions and the purchase and sale of underlying securities upon exercise of options.

 

The Portfolio may participate, if and when practicable, in bidding for the purchase of securities for the Portfolio’s assets directly from an issuer in order to take advantage of the lower purchase price available to members of such a group.  The Portfolio will engage in this practice, however, only when Credit Suisse, in its sole discretion, believes such practice to be otherwise in the Portfolio’s interest.

 

As of December 31, 2008, the Portfolio held the following securities of its regular brokers or dealers:

 

53



 

Name of Security

 

Aggregate Value

 

 

 

 

 

Deutsche Bank AG London

 

$

3,982,800

 

 

 

 

 

State Street Bank and Trust Company Euro Time Deposit

 

$

119,000

 

 

The Subsidiary follows the same brokerage practices as does the Portfolio.

 

PORTFOLIO TURNOVER

 

The Portfolio does not intend to seek profits through short-term trading, but the rate of turnover will not be a limiting factor when the Portfolio deems it desirable to sell or purchase securities.  The Portfolio’s portfolio turnover rate is calculated by dividing the lesser of purchases or sales of its portfolio securities for the year by the monthly average value of the portfolio securities.  Securities with remaining maturities of one year or less at the date of acquisition are excluded from the calculation.

 

Certain practices that may be employed by the Portfolio could result in high portfolio turnover.  For example, portfolio securities may be sold in anticipation of a rise in interest rates (market decline) or purchase in anticipation of a decline in interest rate (market rise) and later sold.  In addition, a security may be sold and another of comparable quality purchased at approximately the same time to take advantage of what Credit Suisse believes to be a temporary disparity in the normal yield relationship between the two securities.  These yield disparities may occur for reasons not directly related to the investment quality of particular issuers or the general movement of interest rates, such as changes in the overall demand for, or supply of, various types of securities.  In addition, options on securities may be sold in anticipation of a decline in the price of the underlying security (market decline) or purchased in anticipation of a rise in the price of the underlying security (market rise) and later sold.  To the extent that its portfolio is traded for the short term, the Portfolio will be engaged essentially in trading activities based on short-term considerations affecting the value of an issuer’s security instead of long-term investments based on fundamental valuation of securities.  Because of this policy, portfolio securities may be sold without regard to the length of time for which they have been held.  Consequently, the annual portfolio turnover rate of the Portfolio may be higher than mutual funds having similar objectives that do not utilize these strategies.

 

It is not possible to predict the Portfolio’s portfolio turnover rates.  High portfolio turnover rates (100% or more) may result in dealer markups or underwriting commissions as well as other transaction costs, including correspondingly higher brokerage commissions.  For the fiscal years ended December 31, 2007 and December 31, 2008, the portfolio turnover rate was 93% and 140%, respectively.

 

MANAGEMENT OF THE TRUST

 

The business and affairs of the Trust are managed by the Board in accordance with the laws of the Commonwealth of Massachusetts.  The Board elects officers who are

 

54



 

responsible for the day-to-day operations of the Trust and who execute policies authorized by the Board.  The Board approves all significant agreements between the Trust on behalf of the Portfolio and the companies that furnish services to the Portfolio, including agreements with the Portfolio’s investment adviser, custodian and transfer agent.

 

The names and years of birth of the Trust’s Trustees and officers, their addresses, present positions and principal occupations during the past five years and other affiliations are set forth below.

 

Name, Address and Year of 
Birth

 

Position(s) 
Held with 
Trust

 

Term of 
Office
(2) 
and 
Length of 
Time 
Served

 

Principal Occupation(s) 
During Past Five Years

 

Number 
of 
Portfolios 
in Fund 
Complex 
Overseen 
by 
Trustee

 

Directorships 
Held by 
Trustee

 

Independent Trustees

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Enrique R. Arzac
c/o Credit Suisse Asset
Management, LLC
Attn: General Counsel
Eleven Madison Avenue
New York, New York 10010

Year of Birth: 1941

 

Trustee, Nominating Committee Member and Audit Committee Chairman

 

Since 2005

 

Professor of Finance and Economics, Graduate School of Business, Columbia University since 1971

 

32

 

Director of Epoch Holdings Corporation (an investment management and investment advisory services company); Director of The Adams Express Company (a closed-end investment company); Director of Petroleum and Resources Corporation (a closed-end investment company)

 

 


(2)        Each Trustee and Officer serves until his or her respective successor has been duly elected and qualified.

 

55



 

Name, Address and Year of 
Birth

 

Position(s) 
Held with 
Trust

 

Term of 
Office
(2)  
and 
Length of 
Time 
Served

 

Principal Occupation(s) 
During Past Five Years

 

Number 
of 
Portfolios 
in Fund 
Complex 
Overseen 
by 
Trustee

 

Directorships 
Held by 
Trustee

 

Jeffrey E. Garten
Box 208200
New Haven, Connecticut
06520-8200

Year of Birth: 1946

 

Trustee, Nominating and Audit Committee Member

 

Since 1998

 

The Juan Trippe Professor in the Practice of International Trade, Finance and Business, Yale School of Management, from July 2005 to present; Partner and Chairman of Garten Rothkopf (consulting firm) from October 2005 to present; Dean of Yale School of Management from November 1995 to June 2005

 

25

 

Director of Aetna, Inc. (insurance company); Director of CarMax Group (used car dealers)

 

 

 

 

 

 

 

 

 

 

 

 

 

Peter F. Krogh
SFS/ICC 702
Georgetown University
Washington, DC 20057

Year of Birth: 1937

 

Trustee, Nominating and Audit Committee Member

 

Since 2001

 

Dean Emeritus and Distinguished Professor of International Affairs at the Edmund A. Walsh School of Foreign Service, Georgetown University from June 1995 to present

 

25

 

Director of Carlisle Companies Incorporated (diversified manufacturing company)

 

 

 

 

 

 

 

 

 

 

 

 

 

Steven N. Rappaport
Lehigh Court, LLC
555 Madison Avenue
29
th  Floor,
New York, New York 10022

Year of Birth: 1948

 

Chairman of the Board of Trustees, Nominating Committee Chairman and Audit Committee Member

 

Trustee since 1999 and Chairman since 2005

 

Partner of Lehigh Court, LLC and RZ Capital (private investment firms) from July 2002 to present

 

32

 

Director of iCAD, Inc. (surgical and medical instruments and apparatus company); Director of Presstek, Inc. (digital imaging technologies company); Director of Wood Resources, LLC (plywood manufacturing company)

 

 

56



 

Name, Address and Year of Birth

 

Position(s) Held 
with Fund

 

Term of Office 
and Length of Time 
Served

 

Principal Occupation(s) During Past Five 
Years

 

Officers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

George R. Hornig(3)
Credit Suisse Asset Management, LLC
Eleven Madison Avenue
New York, New York 10010

 

Year of Birth: 1954

 

Chief Executive Officer and President

 

Since 2008

 

Managing Director of Credit Suisse; Co-Chief Operating Officer of Asset Management and Head of Asset Management Americas; Associated with Credit Suisse since 1999; Officer of other Credit Suisse Funds

 

 

 

 

 

 

 

 

 

Michael A. Pignataro
Credit Suisse Asset Management, LLC
Eleven Madison Avenue
New York, New York 10010

 

Year of Birth: 1959

 

Chief Financial Officer

 

Since 1999

 

Director and Director of Fund Administration of Credit Suisse; Associated with Credit Suisse or its predecessor since 1984; Officer of other Credit Suisse Funds

 

 

 

 

 

 

 

 

 

Emidio Morizio
Credit Suisse Asset Management, LLC
One Madison Avenue
New York, New York 10010

Year of Birth: 1966

 

Chief Compliance Officer

 

Since 2004

 

Director and Global Head of Compliance of Credit Suisse; Associated with Credit Suisse since July 2000; Officer of other Credit Suisse Funds

 

 

 

 

 

 

 

 

 

J. Kevin Gao
Credit Suisse Asset Management, LLC
Eleven Madison Avenue
New York, New York 10010

 

Year of Birth: 1967

 

Vice President and Secretary since 2004;

Chief Legal Officer since 2006

 

Since 2004

 

Since 2006

 

Director and Legal Counsel of Credit Suisse; Associated with Credit Suisse since July 2003; Associate with the law firm of Willkie Farr & Gallagher LLP from 1998 to 2003; Officer of other Credit Suisse Funds

 

 

 

 

 

 

 

 

 

Cecilia Chau
Credit Suisse Asset Management, LLC
Eleven Madison Avenue
New York, New York 10010

 

Year of Birth: 1973

 

Treasurer

 

Since 2008

 

Vice President of Credit Suisse since 2009; Assistant Vice President of Credit Suisse from June 2007 to December 2008; Associated with Alliance Bernstein, L.P. from January 2007 to May 2007; Associated with Credit Suisse from August 2000 to December 2006; Officer of other Credit Suisse Funds

 

 


(3)        Mr. Hornig was appointed as Chief Executive Officer and President of the Fund effective June 1, 2008.

 

57



 

Ownership in Securities of the Trust and Fund Complex

 

As reported to the Trust, the information in the following table reflects beneficial ownership by the Trustees of certain securities as of December 31, 2008.

 

Name of Trustee

 

Dollar Range of Equity Securities in 
the Trust

 

Aggregate Dollar Range of Equity 
Securities in all Registered 
Investment Companies Overseen by 
Trustee in Family of Investment 
Companies*
(4)

 

Independent Trustees

 

 

 

 

 

 

 

 

 

 

 

Enrique R. Arzac

 

A

 

E

 

 

 

 

 

 

 

Jeffrey E. Garten

 

A

 

B

 

 

 

 

 

 

 

Peter F. Krogh

 

A

 

E

 

 

 

 

 

 

 

Steven N. Rappaport

 

A

 

E

 

 

As of April 2, 2009, Trustees and officers as a group owned of record less than 1% of the Portfolio’s outstanding shares.

 

No employee of Credit Suisse, CSAMSI, State Street Bank and Trust Company (“State Street”), the Trust’s co-administrator, or any of their affiliates receives any compensation from the Trust for acting as an officer or Trustee of the Trust.

 

Effective January 1, 2008, each Trustee who is not a director, trustee, officer or employee of Credit Suisse, State Street, CSAMSI or any of their affiliates receives an annual fee of $1,500 per Fund and $200 for each meeting of the Board attended by him for his services as Trustee of the Fund, and is reimbursed for expenses incurred in connection with his attendance at Board meetings.  The Independent Chairman receives an additional annual fee of $25,000.  Each member of the Audit Committee receives a fee of $200 per meeting per Fund, and the chairman of the Audit Committee receives an additional $7,500, for serving on the Audit Committee of the Fund.  Prior to January 1, 2008, each Trustee who was not a director, trustee, officer or employee  

 


*

 

Key to Dollar Ranges:

 

 

 

 

 

 

A.

None

 

 

 

 

 

 

B.

$1 - $10,000

 

 

 

 

 

 

C.

$10,000 - $50,000

 

 

 

 

 

 

D.

$50,000 - $100,000

 

 

 

 

 

 

E.

Over $100,000

 

(4)        Beneficial ownership is determined in accordance with Rule 16a-1(a)(2) under the 1934 Act.

 

58



 

of Credit Suisse, State Street, CSAMSI or any of their affiliates received an annual fee of $1,450 per Fund and $175 for each meeting of a Board attended by him for his services as Trustee of the Fund, and was reimbursed for expenses incurred in connection with his attendance at Board meetings.  Each member of the Audit Committee received an annual fee of $175 per Fund, and the chairman of the Audit Committee received an additional $7,500, for serving on the Audit Committee of the Fund.

 

The Trust’s Board has an Audit Committee and a Nominating Committee.  The members of the Audit Committee and the Nominating Committee are all the Trustees who are not “interested persons” of the Trust and the Portfolio as defined in the 1940 Act (“Independent Trustees”), namely Messrs. Arzac, Garten, Krogh and Rappaport.

 

In accordance with its written charter adopted by the Board, the Audit Committee (a) assists Board oversight of the integrity of the Trust’s financial statements, the independent registered public accounting firm’s qualifications and independence, the Trust’s compliance with legal and regulatory requirements and the performance of the Trust’s independent registered public accounting firm; (b) prepares an audit committee report, if required by the SEC, to be included in the Trust’s annual proxy statement, if any; (c) oversees the scope of the annual audit of the Trust’s financial statements, the quality and objectivity of the Trust’s financial statements, the Trust’s accounting and financial reporting policies and its internal controls; (d) determines the selection, appointment, retention and termination of the Trust’s independent registered public accounting firm, as well as approving the compensation thereof; (e) pre-approves all audit and non-audit services provided to the Trust and certain other persons by such independent registered public accounting firm; and (f) acts as a liaison between the Trust’s independent registered public accounting firm and the full Board.  The Audit Committee met three times during the fiscal year ended December 31, 2008.

 

In accordance with its written charter adopted by the Board, the Nominating Committee recommends to the Board persons to be nominated by the Board for election at the Trust’s meetings of shareholders, special or annual, if any, or to fill any vacancy on the Board that may arise between shareholder meetings.  The Nominating Committee also makes recommendations with regard to the tenure of Board members and is responsible for overseeing an annual evaluation of the Board and its committee structure to determine whether such structure is operating effectively.  The Nominating Committee met two times during the fiscal year ended December 31, 2008.

 

The Nominating Committee will consider for nomination to the Board candidates submitted by the Trust’s shareholders or from other sources it deems appropriate.  Any recommendation should be submitted to the Trust’s Secretary, c/o Credit Suisse Asset Management, LLC, Eleven Madison Avenue, New York, New York 10010.  Any submission should include at a minimum the following information: the name, age, business address, residence address and principal occupation or employment of such individual, the class, series and number of shares of the Trust that are beneficially owned by such individual, the date such shares were acquired and the investment intent of such acquisition, whether such shareholder believes such individual is, or is not, an “interested person” of the Trust (as defined in the 1940 Act), and information regarding such individual that is sufficient, in the Nominating Committee’s discretion, to make such determination, and all other information relating to such

 

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individual that is required to be disclosed in solicitation of proxies for election of directors in an election contest (even if an election contest is not involved) or is otherwise required pursuant to the rules for proxy materials under the 1934 Act.  If the Trust is holding a shareholder meeting, any such submission, in order to be included in the Trust’s proxy statement, should be made no later than the 120th calendar day before the date the Trust’s proxy statement was released to security holders in connection with the previous year’s annual meeting or, if the Trust has changed the meeting date by more than 30 days or if no meeting was held the previous year, within a reasonable time before the Trust begins to print and mail its proxy statement.

 

Compensation

 

The chart below shows the compensation received by each Trustee from the Portfolio and from all investment companies in the Fund Complex during the Portfolio’s fiscal period ended December 31, 2008.

 

Name of Trustee

 

Compensation 
Received from 
Portfolio

 

Total 
Compensation 
from All 
Investment 
Companies in the 
Fund Complex

 

Total Number of 
Funds for Which 
Trustee Serves 
within the Fund 
Complex

 

Enrique Arzac

 

$

3,200

 

$

245,450

 

32

 

 

 

 

 

 

 

 

 

Jeffrey E. Garten

 

$

2,900

 

$

74,350

 

25

 

 

 

 

 

 

 

 

 

Peter F. Krogh

 

$

2,900

 

$

71,150

 

25

 

 

 

 

 

 

 

 

 

Steven N. Rappaport

 

$

3,900

 

$

227,950

 

32

 

 

 

 

 

 

 

 

 

Interested Trustee

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Michael E. Kenneally(1)

 

$

2,300

 

$

57,950

 

None

 

 


(1)           Mr. Kenneally resigned from the Board effective December 31, 2008.

 

Mr. Rappaport has informed the Trust that his former employer, Loanet, Inc. (“Loanet”), had performed loan processing services for various Credit Suisse Group entities (not including Credit Suisse). He indicated that Loanet billed these Credit Suisse entities approximately $1,700,000 and $2,300,000 during the years ended December 31, 2000 and 2001, respectively. Prior to May 31, 2001, Mr. Rappaport was President and a director of Loanet, and held an approximately 25% equity interest in Loanet. Another investor in Loanet owned an approximately 67% interest and was in control of Loanet until May 31, 2001. On May 31, 2001, Loanet was sold to SunGard Data Systems, Inc. (“SunGard”). Mr. Rappaport sold his shares to SunGard, but remained President of Loanet until December 31, 2001. Mr. Rappaport remained at Loanet for a nominal salary until July 31, 2002 but had no formal position.

 

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Proxy Voting Policy

 

The Portfolio has adopted Credit Suisse’s Proxy Voting Policy and Procedures as its proxy voting policies. The Proxy Voting Policy and Procedures appear as Appendix B to this Statement of Additional Information . The Portfolio files Form N-PX with its complete proxy voting record for the 12 months ended June 30 of each year, not later than August 31 of each year. The Portfolio’s Form N-PX is available (1) without charge and upon request by calling the Portfolio toll-free at 1-800-927-2874 or through Credit Suisse’s website, www.credit-suisse.com/us and (2) on the SEC’s website at www.sec.gov.

 

Disclosure of Portfolio Holdings

 

The Portfolio’s Board has adopted policies and procedures governing the disclosure of information regarding its portfolio holdings.  As a general matter, it is the Portfolio’s policy that no current or potential investor (or its representative) (collectively, the “Investors”) will be provided information on the Portfolio’s portfolio holdings on a preferential basis in advance of the provision of that information to other Investors.  The Portfolio’s policies apply to all of the Portfolio’s service providers that, in the ordinary course of their activities, come into possession of information about the Portfolio’s portfolio holdings.

 

The Portfolio’s policies and procedures provide that information regarding the Portfolio’s specific security holdings, sector weightings, geographic distribution, issuer allocations and related information, among other things (“Portfolio-Related Information”) will be disclosed to the public only (i) as required by applicable laws, rules or regulations or (ii) pursuant to the Portfolio’s policies and procedures when the disclosure of such information is considered by the Portfolio’s officers to be consistent with the interests of Portfolio shareholders.  In the event of a conflict of interest between the Portfolio, on the one hand, and a service provider or its affiliates on the other hand, relating to the possible disclosure of Portfolio-Related Information, the Portfolio’s officers will seek to resolve any conflict of interest in favor of the Portfolio’s interests.  In the event that the Portfolio’s officer is unable to resolve such conflict, the matter will be referred to the Portfolio’s Audit Committee for resolution.

 

The Portfolio’s policies further provide that in some instances, it may be appropriate for the Portfolio to selectively disclose its Portfolio-Related Information ( e.g. , for due diligence purposes to a newly hired adviser or sub-adviser, or disclosure to a rating agency) prior to public dissemination of such information.  Unless the context clearly suggests that the recipient is under a duty of confidentiality, the Portfolio’s officers will condition the receipt of selectively disclosed Portfolio-Related Information upon the receiving party’s agreement to keep such information confidential and to refrain from trading Portfolio shares based on the information.

 

Neither the Portfolio, the Adviser, officers of the Portfolio nor employees of its service providers will receive any compensation in connection with the disclosure of Portfolio-Related Information.  However, the Portfolio reserves the right to charge a nominal processing fee, payable to the Portfolio, to nonshareholders requesting Portfolio-Related Information.  This fee is designed to offset the Portfolio’s costs in disseminating data regarding such information. 

 

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All Portfolio-Related Information will be based on information provided by State Street, as the Portfolio’s co-administrator/accounting agent.

 

Disclosure of Portfolio-Related Information may be authorized only by executive officers of the Portfolio, Credit Suisse and CSAMSI.  The Portfolio’s Board is responsible for overseeing the implementation of the policies and procedures governing the disclosure of Portfolio-Related Information and reviews the policies annually for their continued appropriateness.

 

The Portfolio provides a full list of its holdings as of the end of each calendar month on its website, www.credit-suisse.com/us, approximately 10 business days after the end of each month.   The list of holdings as of the end of each calendar month remains on the website until the list of holdings for the following calendar month is posted to the website.

 

The Portfolio and Credit Suisse have ongoing arrangements to disclose Portfolio-Related Information to service providers to the Portfolio that require access to this information to perform their duties to the Portfolio.  Set forth below is a list, as of April 1, 2009, of those parties with which Credit Suisse, on behalf of the Portfolio, has authorized ongoing arrangements that include the release of Portfolio-Related Information, as well as the frequency of release under such arrangements and the length of the time lag, if any, between the date of the information and the date on which the information is disclosed.

 

Recipient

 

Frequency

 

Delay before Dissemination

 

State Street (custodian, accounting agent, co-administrator and securities lending agent)

 

Daily

 

None

 

 

 

 

 

 

 

Institutional Shareholder Services (proxy voting service and filing of class action claims)

 

As necessary

 

None

 

 

 

 

 

 

 

Interactive Data Corp. (pricing service)

 

Daily

 

None

 

 

 

 

 

 

 

Boston Financial Data Services, Inc. (“BFDS”) (transfer agent)

 

As necessary

 

None

 

 

In addition, Portfolio-Related Information may be provided as part of the Portfolio’s ongoing operations to: the Portfolio’s Board; PricewaterhouseCoopers LLP, its independent registered public accounting firm; Willkie Farr & Gallagher LLP, counsel to the Portfolio; Drinker Biddle & Reath LLP, counsel to the Portfolio’s Independent Trustees; broker-dealers in connection with the purchase or sale of Portfolio securities or requests for price

 

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quotations or bids on one or more securities; regulatory authorities; stock exchanges and other listing organizations; and parties to litigation, if any.  The entities to which the Portfolio provides Portfolio-Related Information, either by explicit agreement or by virtue of the nature of their duties to the Portfolio, are required to maintain the confidentiality of the information disclosed.

 

On an ongoing basis, the Portfolio may provide Portfolio-Related Information to third parties, including the following: mutual fund evaluation services; broker-dealers, investment advisers and other financial intermediaries for purposes of their performing due diligence on the Portfolio and not for dissemination of this information to their clients or use of this information to conduct trading for their clients; mutual fund data aggregation services; sponsors of retirement plans that include funds advised by Credit Suisse; and consultants for investors that invest in funds advised by Credit Suisse, provided in each case that the Portfolio has a legitimate business purpose for providing the information and the third party has agreed to keep the information confidential and to refrain from trading based on the information.  The entities that receive this information are listed below, together with the frequency of release and the length of the time lag, if any, between the date of the information and the date on which the information is disclosed:

 

Recipient

 

Frequency

 

Delay before Dissemination

 

Lipper

 

Monthly

 

5 th  business day of following month

 

 

 

 

 

 

 

S&P

 

Monthly

 

2 nd  business day of following month

 

 

 

 

 

 

 

Thomson Financial/Vestek

 

Quarterly

 

5 th  business day of following month

 

 

The Portfolio may also disclose to an issuer the number of shares of the issuer (or percentage of outstanding shares) held by the Portfolio.

 

The ability of the Portfolio, the Adviser and CSAMSI, as the co-administrator of the Portfolio, to effectively monitor compliance by third parties with their confidentiality agreements is limited, and there can be no assurance that the Portfolio’s policies on disclosure of Portfolio-Related Information will protect the Portfolio from the potential misuse of that information by individuals or firms in possession of that information.

 

Investment Advisory Agreement

 

Credit Suisse Asset Management, LLC, Eleven Madison Avenue, New York, New York  10010, is part of the asset management business of Credit Suisse, one of the world’s leading banks. Credit Suisse provides its clients with investment banking, private banking and asset management services worldwide.  The asset management business of Credit Suisse is comprised of a number of legal entities around the world that are subject to distinct regulatory requirements.

 

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The investment advisory agreement (the “Advisory Agreement”) between the Portfolio and Credit Suisse continues in effect from year to year if such continuance is specifically approved at least annually by the vote of a majority of the Independent Trustees cast in person at a meeting called for the purpose of voting on such approval, and either by a vote of the Trust’s Board or by a majority of the Portfolio’s outstanding voting securities, as defined in the 1940 Act.

 

Pursuant to the Advisory Agreement, subject to the supervision and direction of the Board, Credit Suisse is responsible for managing the Portfolio in accordance with the Portfolio’s stated investment objective and policies.  Credit Suisse is responsible for providing investment advisory services as well as conducting a continual program of investment, evaluation and, if appropriate, sale and reinvestment of the Portfolio’s assets.  In addition to expenses that Credit Suisse may incur in performing its services under the Advisory Agreement, Credit Suisse pays the compensation, fees and related expenses of all Trustees who are affiliated persons of Credit Suisse or any of its subsidiaries.

 

The Portfolio bears certain expenses 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, directors, or employees of Credit Suisse or affiliates of any of them; fees of any pricing service employed to value shares of the Portfolio; SEC fees, state Blue Sky qualification fees and any foreign qualification fees; charges of custodians and transfer and dividend disbursing agents; the Portfolio’s proportionate share of insurance premiums; outside auditing and legal expenses; costs of maintenance of the Portfolio’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 Portfolio and of the officers or Board of the Trust; and any extraordinary expenses.

 

The Portfolio bears all of its own expenses not specifically assumed by the Adviser or another service provider to the Portfolio.  General expenses of the Portfolio not readily identifiable as belonging to a particular Portfolio are allocated among all Portfolio by or under the direction of the Trust’s Board in such manner as the Board determines to be fair and accurate.   In addition, as described below under “Organization and Management of Wholly-Owned Subsidiary,” the Subsidiary has entered into separate contracts with Credit Suisse and CSAMSI whereby Credit Suisse and CSAMSI provide investment advisory and administrative services, respectively, to the Subsidiary.  Neither Credit Suisse nor CSAMSI receives separate compensation from the Subsidiary for providing it with investment advisory or administrative services. However, the Portfolio pays Credit Suisse and CSAMSI based on the Portfolio’s assets, including the assets invested in the Subsidiary.

 

The Advisory Agreement provides that Credit Suisse shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Portfolio in connection with the matters to which the Agreement relates, except that Credit Suisse shall be liable for a loss resulting from a breach of fiduciary duty by Credit Suisse with respect to the receipt of compensation for services; provided that nothing in the Advisory Agreement shall be deemed to protect or purport to protect Credit Suisse against any liability to the Portfolio or to shareholders

 

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of the Portfolio to which Credit Suisse 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 Credit Suisse’s reckless disregard of its obligations and duties under the Advisory Agreement.

 

The Portfolio or Credit Suisse may terminate the Advisory Agreement on 60 days’ written notice without penalty.  The Advisory Agreement will terminate automatically in the event of its assignment (as defined in the 1940 Act).

 

For the services provided by Credit Suisse, the Portfolio pays Credit Suisse a fee calculated daily and paid monthly calculated at an annual rate of 0.50% of the Portfolio’s average daily net assets (before any voluntary waivers or reimbursements).  Credit Suisse may voluntarily waive a portion of its fees from time to time and temporarily limit the expenses to be borne by the Portfolio.  For the fiscal period ended December 31, 2006, the fiscal year ended December 31, 2007 and the fiscal year ended December 31, 2008, Credit Suisse accrued $262,916, $640,829 and $491,577 in investment advisory fees from the Portfolio, of which $163,101, $103,090 and $104,603, was waived, for net advisory fees of $99,815, $537,739 and $386,974, respectively.

 

Portfolio Managers

 

Registered Investment Companies, Pooled Investment Vehicles and Other Accounts Managed.  As reported to the Portfolio, the information in the following table reflects the number of registered investment companies, pooled investment vehicles and other accounts managed by each portfolio manager and the total assets managed within each category as of December 31, 2008.

 

 

 

Registered Investment 
Companies

 

Other Pooled Investment 
Vehicles

 

Other Accounts

 

Name

 

Number of 
Accounts

 

Total Assets

 

Number of 
Accounts

 

Total Assets

 

Number of 
Accounts

 

Total Assets

 

Christopher Burton

 

3

 

$

1,146,800,000

 

6

 

$

394,400,000

 

3

 

$

285,700,000

 

Andrew Karsh

 

3

 

$

1,146,800,000

 

6

 

$

394,400,000

 

3

 

$

285,700,000

 

 

No advisory fee is paid based on performance for any of the accounts listed above.

 

Ownership in Securities of the Portfolio

 

As reported to the Portfolio, as of January 31, 2009, Messrs. Karsh and Burton had no beneficial ownership of shares in the Portfolio.

 

The portfolio managers have no direct investments in the Trust because Portfolio shares cannot be purchased directly but are only available through variable life and annuity contracts or through certain qualified employee benefit plans.

 

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Portfolio Managers’ Compensation

 

Credit Suisse’s compensation to the portfolio managers of the Portfolio includes both a fixed base salary component and bonus component.  The discretionary bonus for each portfolio manager is not tied by formula to the performance of any fund or account.  The factors taken into account in determining a portfolio manager’s bonus include the Portfolio’s performance, assets held in the Portfolio and other accounts managed by the portfolio manager, business growth, team work, management, corporate citizenship, etc.

 

A portion of the bonus may be paid in phantom shares of Credit Suisse Group stock as deferred compensation.  Phantom shares are shares representing an unsecured right to receive on a particular date a specified number of registered shares subject to certain terms and conditions.

 

Like all employees of Credit Suisse, portfolio managers participate in Credit Suisse’s profit sharing and 401(k) plans.

 

Potential Conflicts of Interest.  It is possible that conflicts of interest may arise in connection with the portfolio managers’ management of the Portfolio’s investments on the one hand and the investments of other accounts on the other.  For example, the portfolio managers may have conflicts of interest in allocating management time, resources and investment opportunities among the Portfolio and other accounts they advise. In addition, due to differences in the investment strategies or restrictions between the Portfolio and the other accounts, the portfolio managers may take action with respect to another account that differs from the action taken with respect to the Portfolio.  Credit Suisse has adopted policies and procedures that are designed to minimize the effects of these conflicts.

 

If Credit Suisse believes that the purchase or sale of a security is in the best interest of more than one client, it may (but is not obligated to) aggregate the orders to be sold or purchased to seek favorable execution or lower brokerage commissions, to the extent permitted by applicable laws and regulations.  Credit Suisse may aggregate orders if all participating client accounts benefit equally ( i.e., all receive an average price of the aggregated orders). In the event Credit Suisse aggregates an order for participating accounts, the method of allocation will generally be determined prior to the trade execution. Although no specific method of allocation of transactions (as well as expenses incurred in the transactions) is expected to be used, allocations will be designed to ensure that over time all clients receive fair treatment consistent with Credit Suisse’s fiduciary duty to its clients (including its duty to seek to obtain best execution of client trades). The accounts aggregated may include registered and unregistered investment companies managed by Credit Suisse’s affiliates and accounts in which Credit Suisse’s officers, directors, agents, employees or affiliates own interests. Credit Suisse may not be able to aggregate securities transactions for clients who direct the use of a particular broker-dealer, and the client also may not benefit from any improved execution or lower commissions that may be available for such transactions.

 

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Co-Administration Agreements

 

CSAMSI and State Street serve as co-administrators to the Portfolio pursuant to separate written agreements with the Portfolio (the “CSAMSI Co-Administration Agreement” and the “State Street Co-Administration Agreement,” respectively).

 

CSAMSI has served as co-administrator to the Portfolio since its inception.  For the services provided by CSAMSI under the CSAMSI Co-Administration Agreement, effective December 1, 2006, the Portfolio pays CSAMSI a fee calculated at an annual rate of 0.09% of the Portfolio’s average daily net assets.  Prior to that date, the Portfolio paid CSAMSI a fee at the annual rate of 0.10% of the Portfolio’s average daily net assets.  The Portfolio paid CSAMSI $51,377, $115,349 and $88,484 in co-administration fees for the fiscal period ended December 31, 2006, the fiscal year ended December 31, 2007 and the fiscal year ended December 31, 2008, respectively.

 

State Street has served as co-administrator to the Portfolio since its inception.  For the services provided by State Street under the State Street Co-Administration Agreement, effective January 1, 2007, the Portfolio pays State Street a fee calculated at the annual rate of its pro-rated share of 0.05% of the first $5 billion in average daily net assets of the Fund Complex, 0.03% of the Fund Complex’s next $5 billion in average daily net assets, and 0.02% of the Fund Complex’s average daily net assets in excess of $10 billion, subject to an annual minimum fee exclusive of out-of-pocket expenses.  The Portfolio bears its proportionate share of fees payable to State Street in the proportion that its assets bear to the aggregate assets of the Fund Complex at the time of calculation.  The Portfolio paid State Street $28,565, $33,915 and $32,817 in co-administration fees for the fiscal period ended December 31, 2006, the fiscal year ended December 31, 2007 and the fiscal year ended December 31, 2008, respectively.

 

Code of Ethics

 

The Trust, Credit Suisse and CSAMSI have each adopted a written Code of Ethics (the “Credit Suisse Code”), which permits personnel covered by the Credit Suisse Code (“Covered Persons”) to invest in securities, including securities that may be purchased or held by the Portfolio.  The Credit Suisse Code also contains provisions designed to address the conflicts of interest that could arise from personal trading by advisory personnel, including: (1) all Covered Persons must report their personal securities transactions at the end of each quarter; (2) with certain limited exceptions, all Covered Persons must obtain preclearance before executing any personal securities transactions; (3) Covered Persons may not execute personal trades in a security if there are any pending orders in that security by the Portfolio; and (4) Covered Persons may not invest in initial public offerings.

 

The Board reviews the administration of the Credit Suisse Codes at least annually and may impose sanctions for violations of the Credit Suisse Codes.

 

Organization and Management of Wholly-Owned Subsidiary

 

The Portfolio intends to gain exposure to commodity markets by investing up to 25% of its total assets in the Subsidiary. The Subsidiary invests primarily in commodity-linked

 

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derivative instruments, including swap agreements, commodity options, futures and options on futures.

 

The Subsidiary is a company organized under the laws of the Cayman Islands, whose registered office is located at the offices of Walkers SPV Limited, Walker House, 87 Mary Street, George Town, Grand Cayman, Cayman Islands.  The Subsidiary’s affairs are overseen by a board of directors consisting of Michael A. Pignataro, who is also an officer of the Portfolio and of Credit Suisse, and whose biography is listed above.

 

The Subsidiary has entered into separate contracts with Credit Suisse and CSAMSI whereby Credit Suisse and CSAMSI provide investment advisory and administrative services, respectively, to the Subsidiary. Neither Credit Suisse nor CSAMSI receives separate compensation from the Subsidiary for providing it with investment advisory or administrative services. However, the Portfolio pays Credit Suisse and CSAMSI based on the Portfolio’s assets, including the assets invested in the Subsidiary. The Subsidiary has also entered into separate contracts for the provision of custody, transfer agency, and audit services with the same or with affiliates of the same service providers that provide those services to the Portfolio.

 

The Subsidiary is managed pursuant to compliance policies and procedures that are the same, in all material respects, as the policies and procedures adopted by the Portfolio. As a result, Credit Suisse, in managing the Subsidiary’s portfolio, is subject to the same investment policies and restrictions that apply to the management of the Portfolio, and, in particular, to the requirements relating to portfolio leverage, liquidity, brokerage, and the timing and method of the valuation of the Subsidiary’s portfolio investments and shares of the Subsidiary. These policies and restrictions are described elsewhere in detail in this Statement of Additional Information . The Portfolio’s Chief Compliance Officer oversees implementation of the Subsidiary’s policies and procedures, and makes periodic reports to the Trust’s Board of Trustees regarding the Subsidiary’s compliance with its policies and procedures. The Portfolio and Subsidiary will test for compliance with certain investment restrictions on a consolidated basis, except that with respect to its investments in certain securities that may involve leverage, the Subsidiary will comply with asset segregation or “earmarking” requirements to the same extent as the Portfolio.

 

Please refer to the section in this Statement of Additional Information titled “Additional Information Concerning Taxes” for information about certain tax aspects of the Portfolio’s investment in the Subsidiary.

 

Custodian Agreement

 

State Street acts as the custodian for the Portfolio and also acts as the custodian for the Portfolio’s foreign securities pursuant to a custodian agreement (the “Custodian Agreement”).  Under the Custodian Agreement, State Street (a) maintains a separate account or accounts in the name of the Portfolio, (b) holds and transfers portfolio securities on account of the Portfolio, (c) accepts receipts and makes disbursements of money on behalf of the Portfolio, (d) collects and receives all income and other payments and distributions on account of the Portfolio’s securities held by it and (e) makes periodic reports to the Trust’s Board concerning the Portfolio’s operations.  With the approval of the Board, State Street is authorized to select

 

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one or more foreign banking institutions and foreign securities depositaries as sub-custodian on behalf of the Portfolio and to select one or more domestic banks or trust companies to serve as sub-custodian on behalf of the Portfolio.  For this service to the Portfolio under the Custodian Agreement, State Street receives a fee which is calculated based upon the Portfolio’s average daily gross assets, exclusive of transaction charges and out-of-pocket expenses, which are also charged to the Portfolio.  The principal business address of State Street is One Lincoln Street, Boston, Massachusetts 02111.

 

Transfer Agency and Service Agreement

 

BFDS, an affiliate of State Street, serves as the shareholder servicing, transfer and dividend disbursing agent of the Trust pursuant to a Transfer Agency and Service Agreement, under which BFDS (i) issues and redeems shares of the Portfolio, (ii) addresses and mails all communications by the Trust to record owners of Portfolio shares, including reports to shareholders, dividend and distribution notices and proxy material for its meetings of shareholders, (iii) maintains shareholder accounts and, if requested, sub-accounts and (iv) makes periodic reports to the Board concerning the transfer agent’s operations with respect to the Trust.  BFDS’s principal business address is 30 Dan Road, Canton, Massachusetts  02021-2809.

 

Distributor .  CSAMSI serves as distributor of the Portfolio’s shares.  CSAMSI offers the Portfolio’s shares on a continuous basis.  CSAMSI’s principal business address is Eleven Madison Avenue, New York, New York 10010.  CSAMSI or its affiliates may from time to time pay additional compensation on a one time or ongoing basis to financial representatives in connection with the sale of shares.  CSAMSI and/or its affiliates have special fee arrangements with certain financial representatives.  CSAMSI and/or its affiliates may enter into special fee arrangements with other parties from time to time.  Appendix C to this Statement of Additional Information lists certain financial representatives and Service Organizations (as defined below) with whom CSAMSI and/or its affiliates have special fee arrangements as of March 26, 2009.  Such payments, which are sometimes referred to as revenue sharing, may be associated with the status of a fund on a financial representative’s preferred list of funds or otherwise associated with the financial representative’s marketing and other support activities relating to a fund.  Such additional amounts may be utilized, in whole or in part, in some cases together with other revenues of such financial representatives, to provide additional compensation to registered representatives or employees of such intermediaries who sell shares of a fund.  On some occasions, such compensation will be conditioned on the sale of a specified minimum dollar amount of the shares of a fund during a specific period of time.  Such incentives may take the form of payment for meals, entertainment, or attendance at educational seminars and associated expenses such as travel and lodging.  Such intermediary may elect to receive cash incentives of equivalent amounts in lieu of such payments.

 

The Trust has adopted a Distribution Agreement (the “Distribution Agreement”) and a 12b-1 Plan for the shares of the Portfolio, to permit the Trust to compensate CSAMSI for activities associated with the distribution of these shares.

 

The 12b-1 Plan provides that a distribution and shareholder servicing fee of 0.25% per year of the average daily net assets of the Portfolio shares will be paid as compensation to CSAMSI.

 

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With respect to the shares of the Portfolio, CSAMSI, Credit Suisse or their affiliates may make additional payments out of their own resources to firms offering Portfolio shares for providing administration, subaccounting, transfer agency and/or other services.  Under certain circumstances, the Portfolio may reimburse a portion of these payments.

 

The 12b-1 Plan will continue in effect for so long as its continuance is specifically approved at least annually by the Board, including a majority of the Trustees who are not interested persons of the Trust or the Portfolio and who have no direct or indirect financial interest in the operation of the 12b-1 Plan (“Independent Trustees”).  Any material amendment of the 12b-1 Plan would require the approval of the Board in the same manner.  The 12b-1 Plan may not be amended to increase materially the amount to be spent thereunder without shareholder approval.  The 12b-1 Plan may be terminated at any time, without penalty, by vote of a majority of the Independent Trustees or by a vote of a majority of the outstanding voting securities of the shares of the Portfolio.

 

Payments by the Portfolio to CSAMSI under the 12b-1 Plan are not tied exclusively to the distribution expenses actually incurred by CSAMSI and the payments may exceed the distribution expenses actually incurred.

 

CSAMSI provides the Board of the Trust with periodic reports of amounts spent under the 12b-1 Plan and the purposes for which the expenditures were made.

 

For the fiscal year ended December 31, 2008, the Portfolio paid $245,789 to CSAMSI under the 12b-1 Plan.

 

During the fiscal year ended December 31, 2008, CSAMSI spent the fees paid under the Portfolio’s 12b-1 Plan as follows:

 

Advertising

 

$

0

 

Printing and mailing prospectuses for promotional purposes

 

$

0

 

Payments to financial representatives

 

$

0

 

Payments to Service Organizations

 

$

0

 

People-related and occupancy

 

$

109,548

 

Other

 

$

0

 

 

Shareholder Servicing .  The Trust has authorized certain insurance companies (“Service Organizations”) or, if applicable, their designees, to enter confirmed purchase and redemption orders on behalf of their clients and customers, with payment to follow no later than the Portfolio’s pricing on the following business day.  If payment is not received by such time, the Service Organization could be held liable for resulting fees or losses.  The Trust may be deemed to have received a purchase or redemption order when a Service Organization, or, if applicable, its authorized designee, accepts the order.  Such orders received by the Trust in proper form will be priced at the Portfolio’s net asset value next computed after they are accepted by the Service Organization or its authorized designee.  Service Organizations may impose transaction or administrative charges or other direct fees, which charges or fees would not be imposed if the Portfolio’s shares are purchased directly from the Trust.

 

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For administration, subaccounting, transfer agency and/or other services, Credit Suisse or its affiliates pay Service Organizations a standard fee of .20% of the average annual value of accounts with the Trust maintained by such Service Organizations and/or the value of assets invested in the Portfolio (the “Service Fee”).  Credit Suisse and/or its affiliates may enter into special fee arrangements with other parties from time to time.  Service Organizations may also be paid additional amounts related to marketing costs.  Service Fees may be paid on a one-time or ongoing basis.  The Service Fee payable to any one Service Organization is determined based upon a number of factors, including the nature and quality of services provided, the operations processing requirements of the relationship and the standardized fee schedule of the Service Organization or recordkeeper.

 

Organization of the Trust

 

The Trust was organized on March 15, 1995 under the laws of The Commonwealth of Massachusetts as a Massachusetts business trust.  The Trust’s Declaration of Trust authorizes the Board to issue an unlimited number of full and fractional shares of beneficial interest, $.001 par value per share.  Shares of eight series have been authorized, one of which constitutes the interests in the Portfolio.  The U.S. Equity Flex I, U.S. Equity Flex II, U.S. Equity Flex III, U.S. Equity Flex IV, International Equity Flex I, International Equity Flex II and International Equity Flex III Portfolios of the Trust are described in separate Prospectuses and a separate SAI .  The Board may classify or reclassify any of its shares into one or more additional series without shareholder approval.

 

Effective May 1, 2001, the Trust was renamed Credit Suisse Warburg Pincus Trust.  On December 12, 2001, the Trust changed its name to Credit Suisse Trust.

 

When matters are submitted for shareholder vote, shareholders of the Portfolio will have one vote for each full share held and fractional votes for fractional shares held.  Generally, shares of the Trust will vote by individual Portfolio on all matters except where otherwise required by law.  There will normally be no meetings of shareholders for the purpose of electing Trustees unless and until such time as less than a majority of the members holding office have been elected by shareholders.  Shareholders of record of no less than two-thirds of the outstanding shares of the Trust may remove a Trustee through a declaration in writing or by vote cast in person or by proxy at a meeting called for that purpose.  A meeting will be called for the purpose of voting on the removal of a Trustee at the written request of holders of 10% of the Trust’s outstanding shares.  Under current law, a participating insurance company (“Participating Insurance Company”) is required to request voting instructions from the owners of separate account variable contracts (“Variable Contracts”) and must vote all Trust shares held in the separate account in proportion to the voting instructions received.  Tax-qualified pension and retirement plans (“Plans”) may or may not pass through voting rights to Plan participants, depending on the terms of the Plan’s governing documents.  For a more complete discussion of voting rights, refer to the sponsoring Participating Insurance Company separate account prospectus or the Plan documents or other informational materials supplied by Plan sponsors.

 

Massachusetts law provides that shareholders could, under certain circumstances, be held personally liable for the obligations of the Portfolio.  However, the Declaration of Trust disclaims shareholder liability for acts or obligations of the Trust and requires that notice of such

 

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disclaimer be given in each agreement, obligation or instrument entered into or executed by the Trust or a Trustee.  The Declaration of Trust provides for indemnification from the Portfolio’s property for all losses and expenses of any shareholder held personally liable for the obligations of the Trust.  Thus, the risk of a shareholder’s incurring financial loss on account of shareholder liability is limited to circumstances in which the Portfolio would be unable to meet its obligations, a possibility that Credit Suisse believes is remote and immaterial.  Upon payment of any liability incurred by the Trust, the shareholder paying the liability will be entitled to reimbursement from the general assets of the Portfolio.  The Trustees intend to conduct the operations of the Trust in such a way so as to avoid, as far as possible, ultimate liability of the shareholders for liabilities of the Trust.

 

All shareholders of the Portfolio, upon liquidation, will participate ratably in the Portfolio’s net assets.  Shares do not have cumulative voting rights, which means that holders of more than 50% of the shares voting for the election of Trustees can elect all Trustees.  Shares are transferable but have no preemptive, conversion or subscription rights.

 

The Trust’s charter authorizes the Portfolio to redeem shares of a class or series held by a shareholder for any reason, subject to applicable law, if the Board determines that doing so is in the best interest of the Portfolio. The circumstances under which the Board may involuntarily redeem shareholders include, but are not be limited to, (a) a decision to discontinue issuance of shares of a particular class or classes of beneficial interest, (b) a decision to combine the assets belonging to, or attributable to shares of a particular class or classes of beneficial interest with those belonging to, or attributable to another class (or classes) of beneficial interest, (c) a decision to sell the assets belonging to, or attributable to a particular class or classes of beneficial interest to another registered investment company in exchange for securities issued by the other registered investment company, or (d) a decision to liquidate the Portfolio or the assets belonging to, or attributable to the particular classes or classes of beneficial interest (subject in each case to any vote of stockholders that may be required by law notwithstanding the foregoing authority granted to the Board).  Redemption proceeds may be paid in cash or in kind. The Portfolio would provide prior notice of any plan to involuntarily redeem shares absent extraordinary circumstances. The exercise of the power granted to the Board under the charter is subject to the Board’s fiduciary obligation to the shareholders and any applicable provisions under the 1940 Act and the rules thereunder.

 

The Trust’s charter authorizes the Trustees, subject to applicable federal and state law, to reorganize or combine any Portfolio or any of its series or classes into other funds, series or classes without shareholder approval. Before allowing such a transaction to proceed without shareholder approval, the Trustees would have a fiduciary responsibility to first determine that the proposed transaction is in the shareholders’ interest. Any exercise of the Trustees’ authority is subject to applicable requirements of the 1940 Act and Massachusetts law. The Portfolio generally will provide prior notice of any such transaction except in extraordinary circumstances.

 

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

 

Shares of the Portfolio may not be purchased or redeemed by individual investors directly but may be purchased or redeemed only through Variable Contracts offered by separate accounts of Participating Insurance Companies and through Plans, including participant-directed

 

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Plans which elect to make the Portfolio an investment option for Plan participants.  The offering price of the Portfolio’s shares is equal to its net asset value per share.

 

Under the 1940 Act, the Portfolio may suspend the right of redemption or postpone the date of payment upon redemption for any period during which the NYSE is closed, other than customary weekend and holiday closings, or during which trading on the NYSE is restricted, or during which (as determined by the SEC) an emergency exists as a result of which disposal or fair valuation of portfolio securities is not reasonably practicable, or for such other periods as the SEC may permit.  (The Portfolio may also suspend or postpone the recordation of an exchange of its shares upon the occurrence of any of the foregoing conditions.)

 

If conditions exist which make payment of redemption proceeds wholly in cash unwise or undesirable, the Portfolio may make payment wholly or partly in securities or other investment instruments which may not constitute securities as such term is defined in the applicable securities laws.  If a redemption is paid wholly or partly in securities or other property, a shareholder would incur transaction costs in disposing of the redemption proceeds. The Trust has elected, however, to be governed by Rule 18f-1 under the 1940 Act as a result of which the Portfolio is obligated to redeem shares, with respect to any one shareholder during any 90-day period, solely in cash up to the lesser of $250,000 or 1% of the net asset value of that Portfolio at the beginning of the period.

 

ADDITIONAL INFORMATION CONCERNING TAXES

 

The following is a summary of certain material U.S. federal income tax considerations regarding purchase, ownership and disposition of shares of the Portfolio by U.S. persons.  This summary does not address all of the potential U.S. federal income tax consequences that may be applicable to the Portfolio or to all categories of investors, some of which may be subject to special tax rules.  Current and prospective shareholders are urged to consult the sponsoring Participating Insurance Company separate account prospectus or the Plan documents or other informational materials supplied by Plan sponsors and their own tax advisers with respect to the particular federal, state, local and foreign tax consequences to them of an investment in the Portfolio.  The summary is based on the laws in effect on the date of this SAI and existing judicial and administrative interpretations thereof, all of which are subject to change, possibly with retroactive effect.

 

In order to qualify as a regulated investment company, the Portfolio must meet certain requirements regarding the source of its income, the diversification of its assets and the distribution of its income.  The IRS has issued a ruling that causes certain income from commodity-linked swaps, in which the Portfolio may invest in order to gain exposure to the Index, not to be considered qualifying income.  The income the Portfolio derives directly from such commodity-linked swaps or certain other commodity-linked derivatives must be limited to a maximum of 10% of its gross income.  The Portfolio has obtained a private letter ruling from the IRS confirming that the income produced by certain types of commodity-index linked structured notes constitutes qualifying income.  If the Portfolio does not meet the requirements for being a tax-qualified regulated investment company, it will be subject to federal income tax on its net income and capital gains as a regular corporation and when distributed, that income and capital gain would be taxable to shareholders as an ordinary dividend to the extent of the Portfolio’s  

 

73



 

earnings and profits.  Further, if the Portfolio should fail to qualify as a regulated investment company, it would be considered a single investment.  This may result in Variable Contracts invested in the Portfolio not being treated as annuity, endowment or life insurance contracts entitled to tax-free treatment under the Code.  If this happened, income and gains produced with respect to those Variable Contracts in the current year and in prior years would be included currently in the Variable Contract holder’s gross income as taxable income and the contract would remain subject to taxation as ordinary income thereafter, even if the Portfolio became adequately diversified.  The rest of this tax section assumes that the commodity-linked derivative instruments in which the Portfolio invests are “securities” within the meaning of the 1940 Act.

 

The Portfolio intends to invest not more than 25% of its total assets in the Subsidiary.  The Subsidiary may invest without limitation in commodity-linked swaps and other commodity-linked derivative instruments, including futures contracts on individual commodities or a subset of commodities and options on commodities.  The Portfolio has received a private letter ruling from the IRS confirming that income derived from its investment in the Subsidiary will constitute qualifying income.

 

The Portfolio

 

The Portfolio intends to continue to qualify as a regulated investment company under the Code each taxable year.  To so qualify, the Portfolio must, among other things:  (a) derive at least 90% of its gross income in each taxable year from dividends, interest, payments with respect to securities loans, gains from the sale or other disposition of stock or securities or foreign currencies, or other income (including, but not limited to, gains from options, futures or forward contracts) derived with respect to its business of investing in such stock, securities or currencies and net income derived from interests in “qualified publicly traded partnerships” ( i . e ., partnerships that are traded on an established security market or tradable on a secondary market, other than partnerships that derive 90% of their income from interest, dividends, capital gains, and other traditionally permitted mutual fund income); and (b) diversify its holdings so that, at the end of each quarter of the Portfolio’s taxable year, (i) at least 50% of the market value of the Portfolio’s assets is represented by cash, securities of other regulated investment companies, U.S. Government securities and other securities, with such other securities limited, in respect of any one issuer, to an amount not greater than 5% of the Portfolio’s assets and not greater than 10% of the outstanding voting securities of such issuer and (ii) not more than 25% of the value of its assets is invested in the securities (other than U.S. Government securities or securities of other regulated investment companies) of any one issuer, any two or more issuers of which the Portfolio owns 20% or more of the voting stock and that are determined to be engaged in the same or similar trades or businesses or related trades or businesses or in the securities of one or more qualified publicly traded partnerships.

 

Portfolio investments in partnerships, including in qualified publicly traded partnerships, may result in the Portfolio being subject to state, local or foreign income, franchise or withholding tax liabilities.

 

As a regulated investment company, the Portfolio will not be subject to federal income tax on its net investment income ( i.e., income other than its net realized long-term and short-term capital gains) and its net realized long-term and short-term capital gains, if any, that it

 

74



 

distributes to its shareholders, provided that an amount equal to at least the sum of (i) 90% of the sum of its “investment company taxable income” ( i.e ., its taxable income minus the excess, if any, of its net realized long-term capital gains over its net realized short-term capital losses (including any capital loss carryovers) plus or minus certain other adjustments) and (ii) 90% of its net tax-exempt interest income for the taxable year is distributed to its shareholders (the “Distribution Requirement”).  The Portfolio will be subject to tax at regular corporate rates on any taxable income or gains that it does not distribute to its shareholders.

 

The Subsidiary will not be subject to U.S. federal income tax.  It will, however, be considered a controlled foreign corporation, and the Portfolio will be required to include as income annually amounts earned by the Subsidiary during that year.  Furthermore, the Portfolio will be subject to the Distribution Requirement on such Subsidiary income, whether or not the Subsidiary makes a distribution to the Portfolio during the taxable year.

 

The Code imposes a 4% nondeductible excise tax on the Portfolio to the extent it does not distribute by the end of any calendar year at least the sum of (i) 98% of its ordinary income for that year and (ii) 98% of its capital gain net income (both long-term and short-term) for the one-year period ending, as a general rule, on October 31 of that year.  For this purpose, however, any income or gain retained by the Portfolio that is subject to corporate income tax will be considered to have been distributed by year-end.  In addition, the minimum amounts that must be distributed in any year to avoid the excise tax will be increased or decreased to reflect any underdistribution or overdistribution, as the case may be, from the previous year.  The Portfolio anticipates that it will pay such dividends and will make such distributions as are necessary in order to avoid the application of this excise tax.

 

If, in any taxable year, the Portfolio fails to qualify as a regulated investment company under the Code or fails to meet the Distribution Requirement, it would be taxed in the same manner as an ordinary corporation and distributions to its shareholders would not be deductible by the Portfolio in computing its taxable income.  In addition, in the event of a failure to qualify, the Portfolio’s distributions, to the extent derived from the Portfolio’s current or accumulated earnings and profits, including any distributions of net long-term capital gains, will be taxable to shareholders as ordinary dividend income.  If the Portfolio fails to qualify as a regulated investment company in any year, it must pay out its earnings and profits accumulated in that year in order to qualify again as a regulated investment company.  In addition, if the Portfolio failed to qualify as a regulated investment company for a period greater than two taxable years, the Portfolio may be required to recognize any net built-in gains ( i.e. , the excess of the aggregate gains, including items of income, over aggregate losses that would have been realized if it had been liquidated) in order to qualify as a regulated investment company in a subsequent year.  Further, if the Portfolio should fail to qualify as a RIC, the Portfolio would be considered as a single investment, which may result in Variable Contracts invested in the Portfolio not being treated as annuity, endowment or life insurance contracts under the Code.  All income and gain inside such Variable Contract would be taxed currently to the holder, and the contract would remain subject to taxation as ordinary income thereafter, even if it became adequately diversified.

 

The Code and Treasury regulations promulgated thereunder require that mutual funds that are offered through insurance company separate accounts meet certain diversification

 

75



 

requirements to preserve the tax-deferred benefits provided by the Variable Contracts that are offered in connection with such separate accounts.  If a separate account should fail to comply with the diversification requirements, Variable Contracts invested in a Portfolio would not be treated as annuity, endowment or life insurance contracts under the Code and all income and gain earned in past years and currently inside the contracts would be taxed currently to the holders and would remain subject to taxation as ordinary income thereafter, even if the separate account were to become adequately diversified.  Accordingly, the Portfolio intends to comply with the diversification requirements of Section 817(h) of the Code, which relate to the tax-deferred status of insurance company separate accounts.  To comply with Treasury Department regulations promulgated under Section 817(h) of the Code, the Portfolio will be required to diversify its investments so that on the last day of each calendar quarter or within 30 days of such last day no more than 55% of the value of its assets is represented by any one investment, no more than 70% is represented by any two investments, no more than 80% is represented by any three investments and no more than 90% is represented by any four investments.  Generally, all securities of the same issuer are treated as a single investment.  For the purposes of Section 817(h), obligations of the United States Treasury and of each U.S. Government agency or instrumentality are treated as securities of separate issuers.  In certain circumstances, each separate account will “look-through” its investment in qualifying regulated investment companies, partnerships or trusts and include its pro rata share of the investment companies’ investments in determining if it satisfies the diversification rules of Section 817(h).  An alternative asset diversification test may be satisfied under certain circumstances.  Failure to satisfy the diversification requirements may be corrected under certain circumstances, but such a correction would require a payment to the IRS based on the tax which the contract holders would have incurred if they were treated as receiving the income on the contract for the period during which the Portfolio did not satisfy the diversification requirements.  Failure to satisfy the diversification requirements may also result in adverse tax consequences for the insurance company issuing the contracts.

 

As noted above, the Portfolio may sell its shares directly to separate accounts established and maintained by insurance companies for the purpose of funding variable annuity and variable life insurance contracts and to certain qualified pension and retirement plans; if the Portfolio were to sell its shares to other categories of shareholders, the separate accounts may fail to comply with applicable Treasury requirements regarding investor control.  If a separate account should fail to comply with the investor control requirements, the contract owner would be treated as the owner of the Portfolio shares and the contracts invested in the Portfolio would not be treated as annuity, endowment or life insurance contracts under the Code and all income and gain earned in past years and currently inside the contracts would be taxed currently to the holders and would remain subject to taxation as ordinary income thereafter.

 

Certain tax benefits from the Portfolio’s investments, such as the dividends received deduction, may flow through to the Participating Insurance Companies.

 

Special Tax Considerations

 

The following discussion relates to the particular federal income tax consequences of the investment policies of the Portfolio.

 

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The Portfolio’s short sales against the box, if any, and transactions in foreign currencies, forward contracts, options and futures contracts (including options and futures contracts on foreign currencies) will be subject to special provisions of the Code (including provisions relating to “hedging transactions” and “straddles”) that, among other things, may affect the character of gains and losses realized by the Portfolio ( i.e. , may affect whether gains or losses are ordinary or capital), accelerate recognition of income to the Portfolio and defer Portfolio losses.  These rules could therefore affect the character, amount and timing of distributions to shareholders.  These provisions also (a) will require the Portfolio to mark-to-market certain types of the positions in its portfolio ( i.e., treat them as if they were closed out at the end of each year) and (b) may cause the Portfolio to recognize income without receiving cash with which to pay dividends or make distributions in amounts necessary to satisfy the Distribution Requirement or to avoid the federal excise tax.  The Portfolio will monitor its transactions, will make the appropriate tax elections and will make the appropriate entries in its books and records when it engages in short sales or acquires any foreign currency, forward contract, option, futures contract or hedged investment in order to mitigate the effect of these rules and prevent disqualification of the Portfolio as a regulated investment company.

 

Zero Coupon Securities .  The Portfolio’s investments in zero coupon securities, if any, may create special tax consequences.  Zero coupon securities do not make interest payments, although a portion of the difference between a zero coupon security’s face value and its purchase price is imputed as income to the Portfolio each year even though the Portfolio receives no cash distribution until maturity.  Under the U.S. federal income tax laws, the Portfolio will not be subject to tax on this income if it pays dividends to its shareholders substantially equal to all the income received from, or imputed with respect to, its investments during the year, including its zero coupon securities.  These dividends ordinarily will constitute taxable income to the shareholders of the Portfolio.

 

Constructive Sales .  The so-called “constructive sale” provisions of the Code apply to activities by the Portfolio that lock in gain on an “appreciated financial position.”  Generally, a “position” is defined to include stock, a debt instrument, or partnership interest, or an interest in any of the foregoing, including through a short sale, an option, or a future or forward contract.  The entry into a short sale, a swap contract or a future or forward contract relating to an appreciated direct position in any stock or debt instrument, or the acquisition of a stock or debt instrument at a time when the Portfolio holds an offsetting (short) appreciated position in the stock or debt instrument, is treated as a “constructive sale” that gives rise to the immediate recognition of gain (but not loss).  The application of these rules may cause the Portfolio to recognize taxable income from these offsetting transactions in excess of the cash generated by such activities.

 

Straddles.   The options transactions that the Portfolio enters into may result in “straddles” for U.S. federal income tax purposes.  The straddle rules of the Code may affect the character of gains and losses realized by the Portfolio.  In addition, losses realized by the Portfolio on positions that are part of a straddle may be deferred under the straddle rules, rather than being taken into account in calculating the investment company taxable income and net capital gain of the Portfolio for the taxable year in which such losses are realized.  Losses realized prior to October 31 of any year may be similarly deferred under the straddle rules in determining the required distribution that the Portfolio must make in order to avoid the federal

 

77



 

excise tax.  Furthermore, in determining its investment company taxable income and ordinary income, the Portfolio may be required to capitalize, rather than deduct currently, any interest expense on indebtedness incurred or continued to purchase or carry any positions that are part of a straddle.  The tax consequences to the Portfolio of holding straddle positions may be further affected by various elections provided under the Code and Treasury regulations, but at the present time the Portfolio is uncertain which (if any) of these elections it will make.

 

Options and Section 1256 Contracts .  If the Portfolio writes a covered put or call option, it generally will not recognize income upon receipt of the option premium.  If the option expires unexercised or is closed on an exchange, the Portfolio will generally recognize short-term capital gain.  If the option is exercised, the premium is included in the consideration received by the Portfolio in determining the capital gain or loss recognized in the resultant sale.  However, the Portfolio’s investment in so-called “section 1256 contracts,” such as certain options transactions as well as futures transactions and transactions in forward foreign currency contracts that are traded in the interbank market, will be subject to special tax rules.  Section 1256 contracts are treated as if they are sold for their fair market value on the last business day of the taxable year ( i.e. , marked-to-market), regardless of whether a taxpayer’s obligations (or rights) under such contracts have terminated (by delivery, exercise, entering into a closing transaction or otherwise) as of such date.  Any gain or loss recognized as a consequence of the year-end marking-to-market of section 1256 contracts is combined (after application of the straddle rules that are described above) with any other gain or loss that was previously recognized upon the termination of section 1256 contracts during that taxable year.  The net amount of such gain or loss for the entire taxable year is generally treated as 60% long-term capital gain or loss and 40% short-term capital gain or loss, except in the case of marked-to-market forward foreign currency contracts for which such gain or loss is treated as ordinary income or loss.  Such short-term capital gain (and, in the case of marked-to-market forward foreign currency contracts, such ordinary income) would be included in determining the investment company taxable income of the Portfolio for purposes of the Distribution Requirement, even if it were wholly attributable to the year-end marking-to-market of section 1256 contracts that the Portfolio continued to hold.  Investors should also note that section 1256 contracts will be treated as having been sold on October 31 in calculating the required distribution that the Portfolio must make to avoid the federal excise tax.

 

The Portfolio may elect not to have the year-end mark-to-market rule apply to section 1256 contracts that are part of a “mixed straddle” with other investments of the Portfolio that are not section 1256 contracts.

 

Swaps.  As a result of entering into swap contracts, the Portfolio may make or receive periodic net payments.  The Portfolio may also make or receive a payment when a swap is terminated prior to maturity through an assignment of the swap or other closing transaction.  Periodic net payments will constitute ordinary income or deductions, while termination of a swap may result in capital gain or loss (which may be a long-term capital gain or loss if the Portfolio has been a party to the swap for more than one year).   With respect to certain types of swaps, the Fund may be required to currently recognize income or loss with respect to future payments on such swaps or may elect under certain circumstances to mark such swaps to market annually for tax purposes as ordinary income or loss.    The tax treatment of many types of credit default swaps is uncertain.

 

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Tax Treatment of Swaps and Structured Notes.   The IRS has issued a ruling that provides that in order for the Portfolio to qualify as a regulated investment company under the Code, the income derived from commodity-linked swaps must be limited to a maximum of 10% of the Portfolio’s gross income.  Accordingly, after that date, the Portfolio has reduced its investments in commodity-linked swap agreements to the extent necessary to comply with this requirement.

 

The Portfolio has obtained a private letter ruling from the IRS confirming that the income produced by certain types of structured notes constitutes qualifying income under the Code.  In addition, the IRS has also issued a private letter ruling to the Portfolio confirming that income derived from the Portfolio’s investment in the Subsidiary will also constitute qualifying income to the Portfolio, even if the Subsidiary itself owns commodity-linked notes and swaps, commodity options, futures and options on futures.   Based on such rulings, the Portfolio will continue to seek to gain exposure to the commodity markets primarily through investments in commodity index-linked notes and swaps and, through investments in the Subsidiary, futures contracts on individual commodities or a subset of commodities and options on them.  If the Portfolio fails to qualify as a regulated investment company, the Portfolio will be subject to federal income tax on its net income at regular corporate rates (without a deduction for distributions to shareholders).  When distributed, that income would also be taxable to shareholders as an ordinary dividend to the extent attributable to the Portfolio’s earnings and profits.  Further, if the Portfolio should fail to qualify as a regulated investment company, such Portfolio would be considered as a single investment, which may result in Variable Contracts invested in that fund not being treated as annuity, endowment or life insurance contracts under the Code.  All income and gains produced with respect to those variable contracts in the current year and in prior years would be included currently in the Variable Contract owner’s gross income as taxable income and the contract would remain subject to taxation as ordinary income thereafter.
 

Foreign Investments .  Dividends and interest (and in some cases, capital gains) received by the Portfolio from investments in foreign securities may be subject to withholding and other taxes imposed by foreign countries.  Tax conventions between certain countries and the United States may reduce or eliminate such taxes.  The foreign taxes paid by the Portfolio will reduce its return from investments in the Portfolio.

 

Passive Foreign Investment Companies .  If the Portfolio acquires shares in certain foreign investment entities, called “passive foreign investment companies” (“PFICs”), the Portfolio may be subject to U.S. federal income tax on any “excess distribution” received with respect to such shares or any gain recognized upon a disposition of such shares, even if such income is distributed to the shareholders of the Portfolio.  Additional charges in the nature of interest may also be imposed on the Portfolio in respect of such deferred taxes.  If the Portfolio were to invest in a PFIC and elect to treat the PFIC as a “qualified electing fund” under the Code, in lieu of the foregoing requirements, the Portfolio might be required to include in income each year a portion of the ordinary earnings and net capital gains of the qualified electing fund, even if not distributed to the Portfolio, and such amounts would be taken into account by the Portfolio for purposes of satisfying the Distribution Requirement and the federal excise tax distribution requirement.

 

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Alternatively, the Portfolio may make a mark-to-market election that will result in the Portfolio being treated as if it had sold and repurchased all of the PFIC stock at the end of each year.  In such case, the Portfolio would report any such gains as ordinary income and would deduct any such losses as ordinary losses to the extent of previously recognized gains.  The election, once made, would be effective for all subsequent taxable years of the Portfolio, unless revoked with the consent of the IRS.  By making the election, the Portfolio could potentially ameliorate the adverse tax consequences with respect to its ownership of shares in a PFIC, but in any particular year may be required to recognize income in excess of the distributions it receives from PFICs and its proceeds from dispositions of PFIC stock.  The Portfolio may have to distribute this “phantom” income and gain to satisfy the Distribution Requirement and to avoid imposition of a federal excise tax.

 

The Portfolio will make the appropriate tax elections, if possible, and take any additional steps that are necessary to mitigate the effect of these rules.

 

Variable Contracts and Plans

 

Because shares of the Portfolio may only be purchased through Variable Contracts and Plans, it is anticipated that dividends and distributions will be exempt from current taxation if left to accumulate within the Variable Contracts or Plans.  For information regarding the tax treatment of distribution from the Variable Contracts and Plans, please see the sponsoring Participating Insurance Company separate account prospectus or the Plan documents or other informational materials supplied by Plan sponsors.

 

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND COUNSEL

 

PricewaterhouseCoopers LLP (“PwC”) with principal offices at 100 East Pratt Street, Suite 1900, Baltimore, Maryland 21202-1096, serves as independent registered public accounting firm for the Trust.  The financial statements that are incorporated by reference into this SAI have been audited by PwC and have been incorporated herein in reliance upon the report of such independent registered public accounting firm given upon their authority as experts in accounting and auditing.

 

Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, New York 10019, serves as counsel for the Trust and provides legal services from time to time for Credit Suisse and CSAMSI.

 

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MISCELLANEOUS

 

As of April 2, 2009, the following persons owned of record 5% or more of the Portfolio’s outstanding shares:

 

NAME AND ADDRESS

 

PERCENT OWNED AS OF
April 2, 2009

IDS Life Insurance Company*
222 AXP Financial Center
Minneapolis, MN 55474-00001

 

93.47%

 


*                  The Portfolio does not believe that this entity is the beneficial owner of shares held of record by it.

 

FINANCIAL STATEMENTS

 

The Portfolio’s Annual Report , which either accompanies this SAI or has previously been provided to the investor to whom this SAI is being sent, as relevant to the particular investor, is incorporated herein by reference.  The Portfolio will furnish without charge a copy of the Portfolio’s Annual Report upon request by calling the Portfolio at 1-800-222-8977.

 

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APPENDIX A

 

DESCRIPTION OF RATINGS

 

Commercial Paper Ratings

 

Commercial paper rated A-1 by the  Standard & Poor’s Division of The Mc-Graw Hill Companies Inc. (“S&P”) indicates that the degree of safety regarding timely payment is strong.  Those issues determined to possess extremely strong safety characteristics are denoted with a plus sign designation.  Capacity for timely payment on commercial paper rated A-2 is satisfactory, but the relative degree of safety is not as high as for issues designated A-1.

 

The rating Prime-1 is the highest commercial paper rating assigned by Moody’s Investors Service, Inc. (“Moody’s”).  Issuers rated Prime-1 (or related supporting institutions) are considered to have a superior capacity for repayment of short-term promissory obligations.  Issuers rated Prime-2 (or related supporting institutions) are considered to have a strong capacity for repayment of short-term promissory obligations.  This will normally be evidenced by many of the characteristics of issuers rated Prime-1 but to a lesser degree.  Earnings trends and coverage ratios, while sound, will be more subject to variation.  Capitalization characteristics, while still appropriate, may be more affected by external conditions.  Ample alternative liquidity is maintained.

 

Corporate Bond Ratings

 

The following summarizes the ratings used by S&P for corporate bonds:

 

AAA - This is the highest rating assigned by S&P to a debt obligation and indicates an extremely strong capacity to pay interest and repay principal.

 

AA - Debt rated AA has a very strong capacity to pay interest and repay principal and differs from AAA issues only in small degree.

 

A - Debt rated A has a strong capacity to pay interest and repay principal although they are somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher-rated categories.

 

BBB - This is the lowest investment grade.  Debt rated BBB has an adequate capacity to pay interest and repay principal.  Although it normally exhibits adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal for bonds in this category than for bonds in higher rated categories.

 

BB, B, CCC, CC, C - Debt rated BB, B, CCC, CC and C is regarded, on balance, as predominately speculative with respect to capacity to pay interest and repay principal in accordance with the terms of the obligation.  BB represents a lower degree of speculation than B and C the highest degree of speculation.  While such bonds will likely have some quality and

 

A-1



 

protective characteristics, these are outweighed by large uncertainties or major risk exposures to adverse conditions.

 

BB - Debt rated BB has less near-term vulnerability to default than other speculative issues.  However, they face major ongoing uncertainties or exposure to adverse business, financial, or economic conditions, which could lead to inadequate capacity to meet timely interest and principal payments.  The BB rating category is also used for debt subordinated to senior debt that is assigned an actual or implied BBB rating.

 

B - Debt rated B has a greater vulnerability to default but currently have the capacity to meet interest payments and principal repayments.  Adverse business, financial, or economic conditions will likely impair capacity or willingness to pay interest and repay principal.  The B rating category is also used for debt subordinated to senior debt that is assigned an actual or implied BB or BB- rating.

 

CCC - Debt rated CCC has a currently identifiable vulnerability to default and is dependent upon favorable business, financial and economic conditions to meet timely payment of interest and repayment of principal.  In the event of adverse business, financial or economic conditions, it is not likely to have the capacity to pay interest and repay principal.  The CCC rating category is also used for debt subordinated to senior debt that is assigned an actual or implied B or B- rating.

 

CC - This rating is typically applied to debt subordinated to senior debt that is assigned an actual or implied CCC rating.

 

C - This rating is typically applied to debt subordinated to senior debt which is assigned an actual or implied CCC- debt rating.  The C rating may be used to cover a situation where a bankruptcy petition has been filed, but debt service payments are continued.

 

Additionally, the rating CI is reserved for income bonds on which no interest is being paid.  Such debt is rated between debt rated C and debt rated D.

 

To provide more detailed indications of credit quality, the ratings from “AA” to “CCC” may be modified by the addition of a plus or minus sign to show relative standing within this major rating category.

 

D - Debt rated D is in payment default.  The D rating category is used when interest payments or principal payments are not made on the date due even if the applicable grace period has not expired, unless S&P believes that such payments will be made during such grace period.  The D rating also will be used upon the filing of a bankruptcy petition if debt service payments are jeopardized.

 

The following summarizes the ratings used by Moody’s for corporate bonds:

 

Aaa - Bonds that are rated Aaa are judged to be of the best quality.  They carry the smallest degree of investment risk and are generally referred to as “gilt edged.”  Interest payments are protected by a large or exceptionally stable margin and principal is secure.  While

 

A-2



 

the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues.

 

Aa - Bonds that are rated Aa are judged to be of high quality by all standards.  Together with the Aaa group they comprise what are generally known as high grade bonds.  They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long-term risks appear somewhat larger than in Aaa securities.

 

A - Bonds which are rated A possess many favorable investment attributes and are to be considered as upper-medium-grade obligations.  Factors giving security to principal and interest are considered adequate, but elements may be present which suggest a susceptibility to impairment sometime in the future.

 

Baa - Bonds which are rated Baa are considered as medium-grade obligations, i.e. , they are neither highly protected nor poorly secured.  Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time.  Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well.

 

Ba - Bonds which are rated Ba are judged to have speculative elements; their future cannot be considered as well assured.  Often the protection of interest and principal payments may be very moderate and thereby not well safeguarded during both good and bad times over the future.  Uncertainty of position characterizes bonds in this class.

 

B - Bonds which are rated B generally lack characteristics of desirable investments.  Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small.

 

Moody’s applies numerical modifiers (1, 2 and 3) with respect to the bonds rated “Aa” through “B”.  The modifier 1 indicates that the bond being rated ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates that the bond ranks in the lower end of its generic rating category.

 

Caa - Bonds that are rated Caa are of poor standing.  These issues may be in default or present elements of danger may exist with respect to principal or interest.

 

Ca - Bonds which are rated Ca represent obligations which are speculative in a high degree.  Such issues are often in default or have other marked shortcomings.

 

C - Bonds which are rated C are the lowest rated class of bonds, and issues so rated can be regarded as having extremely poor prospects of ever attaining any real investment standing.

 

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Short-Term Note Ratings

 

The following summarizes the two highest ratings used by S&P for short-term notes:

 

SP-1 - Loans bearing this designation evidence a very strong or strong capacity to pay principal and interest.  Those issues determined to possess overwhelming safety characteristics will be given a plus sign designation.

 

SP-2 - Loans bearing this designation evidence a satisfactory capacity to pay principal and interest.

 

The following summarizes the two highest ratings used by Moody’s for short-term notes and variable rate demand obligations:

 

MIG-1/VMIG-1 - Obligations bearing these designations are of the best quality, enjoying strong protection from established cash flows of funds for their servicing or from established and broad-based access to the market for refinancing, or both.

 

MIG-2/VMIG-2 - Obligations bearing these designations are of high quality with margins of protection ample although not so large as in the preceding group.

 

Municipal Obligations Ratings

 

The following summarizes the ratings used by S&P for Municipal Obligations:

 

AAA - This is the highest rating assigned by S&P to a debt obligation and indicates an extremely strong capacity to pay interest and repay principal.

 

AA - Debt rated AA has a very strong capacity to pay interest and repay principal and differs from AAA issues only in small degree.

 

A - Debt rated A has a strong capacity to pay interest and repay principal although they are somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher-rated categories.

 

BBB - This is the lowest investment grade.  Debt rated BBB has an adequate capacity to pay interest and repay principal.  Although adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal for debt in this category than in higher rated categories.

 

BB, B, CCC, CC, C - Debt rated BB, B, CCC, CC and C is regarded, on balance, as predominately speculative with respect to capacity to pay interest and repay principal in accordance with the terms of the obligation.  BB represents a lower degree of speculation than B and C the highest degree of speculation.  While such bonds will likely have some quality and protective characteristics, these are outweighed by large uncertainties or major risk exposures to adverse conditions.

 

A-4



 

BB - Bonds rated BB have less near-term vulnerability to default than other speculative issues.  However, they face major ongoing uncertainties or exposure to adverse business, financial, or economic conditions, which could lead to inadequate capacity to meet timely interest and principal payments.  The BB rating category is also used for debt subordinated to senior debt that is assigned an actual or implied BBB rating.

 

B - Bonds rated B have a greater vulnerability to default but currently have the capacity to meet interest payments and principal repayments.  Adverse business, financial, or economic conditions will likely impair capacity or willingness to pay interest and repay principal.  The B rating category is also used for debt subordinated to senior debt that is assigned an actual or implied BB or BB- rating.

 

CCC - Debt rated CCC has a currently identifiable vulnerability to default and is dependent upon favorable business, financial and economic conditions to meet timely payment of interest and repayment of principal.  In the event of adverse business, financial or economic conditions, it is not likely to have the capacity to pay interest and repay principal.  The CCC rating category is also used for debt subordinated to senior debt that is assigned an actual or implied B or B- rating.

 

CC - This rating is typically applied to debt subordinated to senior debt that is assigned an actual or implied CCC rating.

 

C - This rating is typically applied to debt subordinated to senior debt which is assigned an actual or implied CCC- debt rating.  The C rating may be used to cover a situation where a bankruptcy petition has been filed, but debt service payments are continued.

 

Additionally, the rating CI is reserved for income bonds on which no interest is being paid.  Such debt is rated between debt rated C and debt rated D.

 

To provide more detailed indications of credit quality, the ratings from “AA” to “CCC” may be modified by the addition of a plus or minus sign to show relative standing within this major rating category.

 

D - Debt rated D is in payment default.  The D rating category is used when interest payments or principal payments are not made on the date due even if the applicable grace period has not expired, unless S&P believes that such payments will be made during such grace period.  The D rating also will be used upon the filing of a bankruptcy petition if debt service payments are jeopardized.

 

The following summarizes the highest four municipal ratings used by Moody’s:

 

Aaa - Bonds which are rated Aaa are judged to be of the best quality.  They carry the smallest degree of investment risk and are generally referred to as “gilt edge.”  Interest payments are protected by a large or exceptionally stable margin and principal is secure.  While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues.

 

A-5



 

Aa - Bonds which are rated as are judged to be of high quality by all standards.  Together with the Aaa group they comprise what are generally known as high-grade bonds.  They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long-term risks appear somewhat larger than in Aaa securities.

 

A - Bonds which are rated A possess many favorable investment attributes and are to be considered as upper-medium-grade obligations.  Factors giving security to principal and interest are considered adequate, but elements may be present which suggest a susceptibility to impairment sometime in the future.

 

Baa - Bonds which are rated Baa are considered as medium-grade obligations, i.e., they are neither highly protected nor poorly secured.  Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time.  Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well.

 

Ba - Bonds which are rated Ba are judged to have speculative elements; their future cannot be considered as well assured.  Often the protection of interest and principal payments may be very moderate and thereby not well safeguarded during both good and bad times over the future.  Uncertainty of position characterizes bonds in this class.

 

B - Bonds which are rated B generally lack characteristics of desirable investments.  Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small.

 

Note:   Those bonds in the Aa, A, Baa, Ba and B groups which Moody’s believes possess the strongest investment attributes are designated by the symbols Aa1, A1, Baa1, Ba1, and B1 .

 

Caa - Bonds that are rated Caa are of poor standing.  These issues may be in default or present elements of danger may exist with respect to principal or interest.

 

Ca - Bonds which are rated Ca represent obligations which are speculative in a high degree.  Such issues are often in default or have other marked shortcomings.

 

C - Bonds which are rated C are the lowest rated class of bonds, and issues so rated can be regarded as having extremely poor prospects of ever attaining any real investment standing.

 

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CREDIT SUISSE ASSET MANAGEMENT, LLC

CREDIT SUISSE FUNDS

CREDIT SUISSE INSTITUTIONAL FUNDS

CREDIT SUISSE CLOSED-END FUNDS

PROXY VOTING POLICY AND PROCEDURES

 

Introduction

 

Credit Suisse Asset Management, LLC (“Credit Suisse”) is a fiduciary that owes each of its clients duties of care and loyalty with respect to proxy voting.  The duty of care requires Credit Suisse to monitor corporate events and to vote proxies.  To satisfy its duty of loyalty, Credit Suisse must cast proxy votes in the best interests of each of its clients.

 

The Credit Suisse Funds, Credit Suisse Institutional Funds, and Credit Suisse Closed-End Funds (the “Funds”), which have engaged Credit Suisse Asset Management, LLC as their investment adviser, are of the belief that the proxy voting process is a means of addressing corporate governance issues and encouraging corporate actions both of which can enhance shareholder value.

 

Policy

 

The Proxy Voting Policy (the “Policy”) set forth below is designed to ensure that proxies are voted in the best interests of Credit Suisse’s clients.  The Policy addresses particular issues and gives a general indication of how Credit Suisse will vote proxies.  The Policy is not exhaustive and does not include all potential issues.

 

Proxy Voting Committee

 

The Proxy Voting Committee will consist of a member of the Portfolio Management Department, a member of the Legal and Compliance Department, and a member of the Operations Department (or their designees).  The purpose of the Proxy Voting Committee is to administer the voting of all clients’ proxies in accordance with the Policy.  The Proxy Voting Committee will review the Policy annually to ensure that it is designed to promote the best interests of Credit Suisse’s clients.

 

For the reasons disclosed below under “Conflicts,” the Proxy Voting Committee has engaged the services of an independent third party (initially, Risk Metrics Group’s ISS Governance Services Unit (“ISS”)) to assist in issue analysis and vote recommendation for proxy proposals.  Proxy proposals addressed by the Policy will be voted in accordance with the Policy.  Proxy proposals addressed by the Policy that require a case-by-case analysis will be voted in accordance with the vote recommendation of ISS.  Proxy proposals not addressed by the Policy will also be voted in accordance with the vote recommendation of ISS.  To the extent that the Proxy Voting Committee proposes to deviate from the Policy or the ISS vote recommendation, the Committee shall obtain client consent as described below.

 

Credit Suisse investment professionals may submit a written recommendation to the Proxy Voting Committee to vote in a manner inconsistent with the Policy and/or the recommendation of ISS.  Such recommendation will set forth its basis and rationale.  In

 

B-1



 

addition, the investment professional must confirm in writing that he/she is not aware of any conflicts of interest concerning the proxy matter or provide a full and complete description of the conflict.

 

Conflicts

 

Credit Suisse is the part of the asset management business of Credit Suisse, one of the world’s leading banks.  As part of a global, full service investment-bank, broker-dealer, and asset-management organization, Credit Suisse and its affiliates and personnel may have multiple advisory, transactional, financial, and other interests in securities, instruments, and companies that may be purchased or sold by Credit Suisse for its clients’ accounts.  The interests of Credit Suisse and/or its affiliates and personnel may conflict with the interests of Credit Suisse’s clients in connection with any proxy issue.  In addition, Credit Suisse may not be able to identify all of the conflicts of interest relating to any proxy matter.

 

Consent

 

In each and every instance in which the Proxy Voting Committee favors voting in a manner that is inconsistent with the Policy or the vote recommendation of ISS (including proxy proposals addressed and not addressed by the Policy), it shall disclose to the client conflicts of interest information and obtain client consent to vote.  Where the client is a Fund, disclosure shall be made to any one director who is not an “interested person,” as that term is defined under the Investment Company Act of 1940, as amended, of the Fund.

 

Recordkeeping

 

Credit Suisse is required to maintain in an easily accessible place for six years all records relating to proxy voting.

 

These records include the following:

 

·                   a copy of the Policy;

·                   a copy of each proxy statement received on behalf of Credit Suisse clients;

·                   a record of each vote cast on behalf of Credit Suisse clients;

·                   a copy of all documents created by Credit Suisse personnel that were material to making a decision on a vote or that memorializes the basis for the decision; and

·                   a copy of each written request by a client for information on how Credit Suisse voted proxies, as well as a copy of any written response.

 

Credit Suisse reserves the right to maintain certain required proxy records with ISS in accordance with all applicable regulations.

 

Disclosure

 

Credit Suisse will describe the Policy to each client.  Upon request, Credit Suisse will provide any client with a copy of the Policy.  Credit Suisse will also disclose to its clients how they can obtain information on their proxy votes.

ISS will capture data necessary for Funds to file Form N-PX on an annual basis concerning their proxy voting record in accordance with applicable law.

 

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Procedures

 

The Proxy Voting Committee will administer the voting of all client proxies. Credit Suisse has engaged ISS as an independent third party proxy voting service to assist in the voting of client proxies.  ISS will coordinate with each client’s custodian to ensure that proxy materials reviewed by the custodians are processed in a timely fashion.  ISS will provide Credit Suisse with an analysis of proxy issues and a vote recommendation for proxy proposals.  ISS will refer proxies to the Proxy Voting Committee for instructions when the application of the Policy is not clear.  The Proxy Voting Committee will notify ISS of any changes to the Policy or deviating thereof.

 

PROXY VOTING POLICY

 

Operational Items

 

Adjourn Meeting

 

Proposals to provide management with the authority to adjourn an annual or special meeting will be determined on a case-by-case basis.

 

Amend Quorum Requirements

 

Proposals to reduce quorum requirements for shareholder meetings below a majority of the shares outstanding will be determined on a case-by-case basis.

 

Amend Minor Bylaws

 

Generally vote for bylaw or charter changes that are of a housekeeping nature.

 

Change Date, Time, or Location of Annual Meeting

 

Generally vote for management proposals to change the date/time/location of the annual meeting unless the proposed change is unreasonable.  Generally vote against shareholder proposals to change the date/time/location of the annual meeting unless the current scheduling or location is unreasonable.

 

Ratify Auditors

 

Generally vote for proposals to ratify auditors unless: (1) an auditor has a financial interest in or association with the company, and is therefore not independent; (2) fees for non-audit services are excessive, or (3) there is reason to believe that the independent auditor has rendered an opinion, which is neither accurate nor indicative of the company’s financial position.  Generally vote on a case-by-case basis on shareholder proposals asking companies to prohibit their auditors from engaging in non-audit services (or capping the level of non-audit services).  Generally vote on a case-by-case basis on auditor rotation proposals taking into consideration: (1) tenure of audit firm; (2) establishment and disclosure of a renewal process whereby the auditor is regularly evaluated for both audit quality and competitive price; (3) length of the rotation period advocated in the proposal, and (4) significant audit related issues.

 

Board of Directors

 

Voting on Director Nominees in Uncontested Elections

 

Generally votes on director nominees on a case-by-case basis.  Votes may be withheld: (1) from directors who attended less than 75% of the board and committee meetings without a valid reason for the absences; (2) implemented or renewed a dead-hand poison pill; (3) ignored a shareholder proposal that was approved by a majority of the votes cast for two consecutive years; (4) ignored a shareholder proposal approved by a majority of

 

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the shares outstanding; (5) have failed to act on takeover offers where the majority of the shareholders have tendered their shares; (6) are inside directors or affiliated outside directors and sit on the audit, compensation, or nominating committee; (7) are inside directors or affiliated outside directors and the full board serves as the audit, compensation, or nominating committee or the company does not have one of these committees; or (8) are audit committee members and the non-audit fees paid to the auditor are excessive

 

Cumulative Voting

 

Proposals to eliminate cumulative voting will be determined on a case-by-case basis. Proposals to restore or provide for cumulative voting in the absence of sufficient good governance provisions and/or poor relative shareholder returns will be determined on a case-by-case basis.

 

Director and Officer Indemnification and Liability Protection

 

Proposals on director and officer indemnification and liability protection generally evaluated on a case-by-case basis.  Generally vote against proposals that would: (1) eliminate entirely directors’ and officers’ liability for monetary damages for violating the duty of care; or (2) expand coverage beyond just legal expenses to acts, such as negligence, that are more serious violations of fiduciary obligation than mere carelessness.  Generally vote for only those proposals providing such expanded coverage in cases when a director’s or officer’s legal defense was unsuccessful if: (1) the director was found to have acted in good faith and in a manner that he reasonably believed was in the best interests of the company, and (2) only if the director’s legal expenses would be covered.

 

Filling Vacancies/Removal of Directors

 

Generally vote against proposals that provide that directors may be removed only for cause.  Generally vote for proposals to restore shareholder ability to remove directors with or without cause.  Proposals that provide that only continuing directors may elect replacements to fill board vacancies will be determined on a case-by-case basis.  Generally vote for proposals that permit shareholders to elect directors to fill board vacancies.

 

Independent Chairman (Separate Chairman/CEO)

 

Generally vote for shareholder proposals requiring the position of chairman be filled by an independent director unless there are compelling reasons to recommend against the proposal, including: (1) designated lead director, elected by and from the independent board members with clearly delineated duties; (2) 2/3 independent board; (3) all independent key committees; or (4) established governance guidelines.

 

Majority of Independent Directors

 

Generally vote for shareholder proposals requiring that the board consist of a majority or substantial majority (two-thirds) of independent directors unless the board composition already meets the adequate threshold.  Generally vote for shareholder proposals requiring the board audit, compensation, and/or nominating committees be composed exclusively of independent directors if they currently do not meet that standard.  Generally withhold votes from insiders and affiliated outsiders sitting on the audit, compensation, or nominating committees.  Generally withhold votes from insiders and affiliated outsiders on boards that are lacking any of these three panels.  Generally withhold votes from insiders and affiliated outsiders on boards that are not at least majority independent.

 

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Term Limits

 

Generally vote against shareholder proposals to limit the tenure of outside directors.

 

Proxy Contests

 

Voting on Director Nominees in Contested Elections

 

Votes in a contested election of directors should be decided on a case-by-case basis, with shareholders determining which directors are best suited to add value for shareholders.  The major decision factors are: (1) company performance relative to its peers; (2) strategy of the incumbents versus the dissidents; (3) independence of directors/nominees; (4) experience and skills of board candidates; (5) governance profile of the company; (6) evidence of management entrenchment; (7) responsiveness to shareholders; or (8) whether takeover offer has been rebuffed.

 

Amend Bylaws without Shareholder Consent

 

Proposals giving the board exclusive authority to amend the bylaws will be determined on a case-by-case basis.  Proposals giving the board the ability to amend the bylaws in addition to shareholders will be determined on a case-by-case basis.

 

Confidential Voting

 

Generally vote for shareholder proposals requesting that corporations adopt confidential voting, use independent vote tabulators and use independent inspectors of election, as long as the proposal includes a provision for proxy contests as follows: In the case of a contested election, management should be permitted to request that the dissident group honor its confidential voting policy.  If the dissidents agree, the policy may remain in place.  If the dissidents will not agree, the confidential voting policy may be waived.  Generally vote for management proposals to adopt confidential voting.

 

Cumulative Voting

 

Proposals to eliminate cumulative voting will be determined on a case-by-case basis.  Proposals to restore or provide for cumulative voting in the absence of sufficient good governance provisions and/or poor relative shareholder returns will be determined on a case-by-case basis.

 

Antitakeover Defenses and Voting Related Issues

 

Advance Notice Requirements for Shareholder Proposals/Nominations

 

Votes on advance notice proposals are determined on a case-by-case basis.

 

Amend Bylaws without Shareholder Consent

 

Proposals giving the board exclusive authority to amend the bylaws will be determined on a case-by-case basis.  Generally vote for proposals giving the board the ability to amend the bylaws in addition to shareholders.

 

Poison Pills (Shareholder Rights Plans)

 

Generally vote for shareholder proposals requesting that the company submit its poison pill to a shareholder vote or redeem it.  Votes regarding management proposals to ratify a poison pill should be determined on a case-by-case basis.  Plans should embody the following attributes: (1) 20% or higher flip-in or flip-over; (2) two to three year sunset provision; (3) no dead-hand or no-hand features; or (4) shareholder redemption feature

 

Shareholders’ Ability to Act by Written Consent

 

Generally vote against proposals to restrict or prohibit shareholders’ ability to take action by written consent.  Generally vote for proposals to allow or make easier shareholder action by written consent.

 

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Shareholders’ Ability to Call Special Meetings

 

Proposals to restrict or prohibit shareholders’ ability to call special meetings or that remove restrictions on the right of shareholders to act independently of management will be determined on a case-by-case basis.

 

Supermajority Vote Requirements

 

Proposals to require a supermajority shareholder vote will be determined on a case-by-case basis Proposals to lower supermajority vote requirements will be determined on a case-by-case basis.

 

Merger and Corporate Restructuring

 

Appraisal Rights

 

Generally vote for proposals to restore, or provide shareholders with, rights of appraisal.

 

Asset Purchases

 

Generally vote case-by-case on asset purchase proposals, taking into account: (1) purchase price, including earnout and contingent payments; (2) fairness opinion; (3) financial and strategic benefits; (4) how the deal was negotiated; (5) conflicts of interest; (6) other alternatives for the business; or (7) noncompletion risk (company’s going concern prospects, possible bankruptcy).

 

Asset Sales

 

Votes on asset sales should be determined on a case-by-case basis after considering: (1) impact on the balance sheet/working capital; (2) potential elimination of diseconomies; (3) anticipated financial and operating benefits; (4) anticipated use of funds; (5) value received for the asset; fairness opinion (if any); (6) how the deal was negotiated; or (6) Conflicts of interest

 

Conversion of Securities

 

Votes on proposals regarding conversion of securities are determined on a case-by-case basis. When evaluating these proposals, should review (1) dilution to existing shareholders’ position; (2) conversion price relative to market value; (3) financial issues: company’s financial situation and degree of need for capital; effect of the transaction on the company’s cost of capital; (4) control issues: change in management; change in control; standstill provisions and voting agreements; guaranteed contractual board and committee seats for investor; veto power over certain corporate actions; (5) termination penalties; (6) conflict of interest: arm’s length transactions, managerial incentives.  Generally vote for the conversion if it is expected that the company will be subject to onerous penalties or will be forced to file for bankruptcy if the transaction is not approved.

 

Corporate Reorganization

 

Votes on proposals to increase common and/or preferred shares and to issue shares as part of a debt restructuring plan are determined on a case-by-case basis, after evaluating: (1) dilution to existing shareholders’ position; (2) terms of the offer; (3) financial issues; (4) management’s efforts to pursue other alternatives; (5) control issues; (6) conflict of interest.  Generally vote for the debt restructuring if it is expected that the company will file for bankruptcy if the transaction is not approved.

 

Reverse Leveraged Buyouts

 

Votes on proposals to increase common and/or preferred shares and to issue shares as part of a debt restructuring plan are determined on a case-by-case basis, after evaluating: (1) dilution to existing shareholders’ position; (2) terms of the offer; (3) financial issues;

 

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(4) management’s efforts to pursue other alternatives; (5) control issues; (6) conflict of interest.  Generally vote for the debt restructuring if it is expected that the company will file for bankruptcy if the transaction is not approved.

 

Formation of Holding Company

 

Votes on proposals regarding the formation of a holding company should be determined on a case-by-case basis taking into consideration: (1) the reasons for the change; (2) any financial or tax benefits; (3) regulatory benefits; (4) increases in capital structure; (5) changes to the articles of incorporation or bylaws of the company.  Absent compelling financial reasons to recommend the transaction, generally vote against the formation of a holding company if the transaction would include either of the following: (1) increases in common or preferred stock in excess of the allowable maximum as calculated a model capital structure; (2) adverse changes in shareholder rights; (3) going private transactions; (4) votes going private transactions on a case-by-case basis, taking into account: (a) offer price/premium; (b) fairness opinion; (c) how the deal was negotiated; (d) conflicts of interest; (e) other alternatives/offers considered; (f) noncompletion risk.

 

Joint Ventures

 

Vote on a case-by-case basis on proposals to form joint ventures, taking into account: (1) percentage of assets/business contributed; (2) percentage ownership; (3) financial and strategic benefits; (4) governance structure; (5) conflicts of interest; (6) other alternatives; (7) noncompletion risk; (8) liquidations.  Votes on liquidations should be determined on a case-by-case basis after reviewing: (1) management’s efforts to pursue other alternatives such as mergers; (2) appraisal value of the assets (including any fairness opinions); (3) compensation plan for executives managing the liquidation.  Generally vote for the liquidation if the company will file for bankruptcy if the proposal is not approved.

 

Mergers and Acquisitions

 

Votes on mergers and acquisitions should be considered on a case-by-case basis, determining whether the transaction enhances shareholder value by giving consideration to: (1) prospects of the combined companies; (2) anticipated financial and operating benefits; (3) offer price; (4) fairness opinion; (5) how the deal was negotiated; (6) changes in corporate governance and their impact on shareholder rights; (7) change in the capital structure; (8) conflicts of interest.

 

Private Placements

 

Votes on proposals regarding private placements should be determined on a case-by-case basis. When evaluating these proposals, should review: (1) dilution to existing shareholders’ position; (2) terms of the offer; (3) financial issues; (4) management’s efforts to pursue alternatives such as mergers; (5) control issues; (6) conflict of interest.  Generally vote for the private placement if it is expected that the company will file for bankruptcy if the transaction is not approved.

 

Prepackaged Bankruptcy Plans

 

Votes on proposals to increase common and/or preferred shares and to issue shares as part of a debt restructuring plan are determined on a case-by-case basis, after evaluating: (1) dilution to existing shareholders’ position; (2) terms of the offer; (3) financial issues; (4) management’s efforts to pursue other alternatives; (5) control issues; (6) conflict of interest.  Generally vote for the debt restructuring if it is expected that the company will file for bankruptcy if the transaction is not approved.

 

B-7



 

Recapitalization

 

Votes case-by-case on recapitalizations (reclassifications of securities), taking into account: (1) more simplified capital structure; (2) enhanced liquidity; (3) fairness of conversion terms, including fairness opinion; (4) impact on voting power and dividends; (5) reasons for the reclassification; (6) conflicts of interest; (7) other alternatives considered.

 

Reverse Stock Splits

 

Generally vote for management proposals to implement a reverse stock split when the number of authorized shares will be proportionately reduced.  Generally vote for management proposals to implement a reverse stock split to avoid delisting.  Votes on proposals to implement a reverse stock split that do not proportionately reduce the number of shares authorized for issue should be determined on a case-by-case basis.

 

Spinoffs

 

Votes on spinoffs should be considered on a case-by-case basis depending on: (1) tax and regulatory advantages; (2) planned use of the sale proceeds; (3) valuation of spinoff; fairness opinion; (3) benefits that the spinoff may have on the parent company including improved market focus; (4) conflicts of interest; managerial incentives; (5) any changes in corporate governance and their impact on shareholder rights; (6) change in the capital structure

 

Value Maximization Proposals

 

Vote case-by-case on shareholder proposals seeking to maximize shareholder value.

 

Capital Structure

 

Adjustments to Par Value of Common Stock

 

Generally vote for management proposals to reduce the par value of common stock unless the action is being taken to facilitate an antitakeover device or some other negative corporate governance action.  Generally vote for management proposals to eliminate par value.

 

Common Stock Authorization

 

Votes on proposals to increase the number of shares of common stock authorized for issuance are determined on a case-by-case basis.  Generally vote against proposals at companies with dual-class capital structures to increase the number of authorized shares of the class of stock that has superior voting rights.  Generally vote for proposals to approve increases beyond the allowable increase when a company’s shares are in danger of being delisted or if a company’s ability to continue to operate as a going concern is uncertain.

 

Dual-class Stock

 

Generally vote against proposals to create a new class of common stock with superior voting rights.  Generally vote for proposals to create a new class of nonvoting or subvoting common stock if: (1) it is intended for financing purposes with minimal or no dilution to current shareholders; (2) it is not designed to preserve the voting power of an insider or significant shareholder.

 

Issue Stock for Use with Rights Plan

 

Generally vote against proposals that increase authorized common stock for the explicit purpose of implementing a shareholder rights plan.

 

B-8



 

Preemptive Rights

 

Votes regarding shareholder proposals seeking preemptive rights should be determined on a case-by-case basis after evaluating: (1) the size of the company; (2) the shareholder base; (3) the liquidity of the stock

 

Preferred Stock

 

Generally vote against proposals authorizing the creation of new classes of preferred stock with unspecified voting, conversion, dividend distribution, and other rights (“blank check” preferred stock).  Generally vote for proposals to create “declawed” blank check preferred stock (stock that cannot be used as a takeover defense).  Generally vote for proposals to authorize preferred stock in cases where the company specifies the voting, dividend, conversion, and other rights of such stock and the terms of the preferred stock appear reasonable.  Generally vote against proposals to increase the number of blank check preferred stock authorized for issuance when no shares have been issued or reserved for a specific purpose.  Generally vote case-by-case on proposals to increase the number of blank check preferred shares after analyzing the number of preferred shares available for issue given a company’s industry and performance in terms of shareholder returns.

 

Recapitalization

 

Vote case-by-case on recapitalizations (reclassifications of securities), taking into account: (1) more simplified capital structure; (2) enhanced liquidity; (3) fairness of conversion terms, including fairness opinion; (4) impact on voting power and dividends; (5) reasons for the reclassification; (6) conflicts of interest; (7) other alternatives considered.

 

Reverse Stock Splits

 

Generally vote for management proposals to implement a reverse stock split when the number of authorized shares will be proportionately reduced.  Generally vote for management proposals to implement a reverse stock split to avoid delisting.  Votes on proposals to implement a reverse stock split that do not proportionately reduce the number of shares authorized for issue should be determined on a case-by-case basis.

 

Share Repurchase Programs

 

Generally vote for management proposals to institute open-market share repurchase plans in which all shareholders may participate on equal terms.

 

Stock Distributions: Splits and Dividends

 

Generally vote for management proposals to increase the common share authorization for a stock split or share dividend, provided that the increase in authorized shares would not result in an excessive number of shares available for issuance.

 

Tracking Stock

 

Votes on the creation of tracking stock are determined on a case-by-case basis, weighing the strategic value of the transaction against such factors as: (1) adverse governance changes; (2) excessive increases in authorized capital stock; (3) unfair method of distribution; (4) diminution of voting rights; (5) adverse conversion features; (6) negative impact on stock option plans; (7) other alternatives such as a spinoff.

 

Executive and Director Compensation

 

Executive and Director Compensation

 

Votes on compensation plans for directors are determined on a case-by-case basis.

 

B-9



 

Stock Plans in Lieu of Cash

 

Votes for plans which provide participants with the option of taking all or a portion of their cash compensation in the form of stock are determined on a case-by-case basis.  Generally vote for plans which provide a dollar-for-dollar cash for stock exchange.  Votes for plans which do not provide a dollar-for-dollar cash for stock exchange should be determined on a case-by-case basis.

 

Director Retirement Plans

 

Generally vote against retirement plans for nonemployee directors.  Generally vote for shareholder proposals to eliminate retirement plans for nonemployee directors.

 

Management Proposals Seeking Approval to Reprice Options

 

Votes on management proposals seeking approval to reprice options are evaluated on a case-by-case basis giving consideration to the following: (1) historic trading patterns; (2) rationale for the repricing; (3) value-for-value exchange; (4) option vesting; (5) term of the option; (6) exercise price; (7) participants; (8) employee stock purchase plans.  Votes on employee stock purchase plans should be determined on a case-by-case basis.  Generally vote for employee stock purchase plans where: (1) purchase price is at least 85 percent of fair market value; (2) offering period is 27 months or less, and (3) potential voting power dilution (VPD) is ten percent or less.  Generally vote against employee stock purchase plans where either: (1) purchase price is less than 85 percent of fair market value; (2) Offering period is greater than 27 months, or (3) VPD is greater than ten percent

 

Incentive Bonus Plans and Tax Deductibility Proposals

 

Generally vote for proposals that simply amend shareholder-approved compensation plans to include administrative features or place a cap on the annual grants any one participant may receive.  Generally vote for proposals to add performance goals to existing compensation plans.  Votes to amend existing plans to increase shares reserved and to qualify for favorable tax treatment considered on a case-by-case basis.  Generally vote for cash or cash and stock bonus plans that are submitted to shareholders for the purpose of exempting compensation from taxes if no increase in shares is requested.

 

Employee Stock Ownership Plans (ESOPs)

 

Generally vote for proposals to implement an ESOP or increase authorized shares for existing ESOPs, unless the number of shares allocated to the ESOP is excessive (more than five percent of outstanding shares.)

 

401(k) Employee Benefit Plans

 

Generally vote for proposals to implement a 401(k) savings plan for employees.

 

Shareholder Proposals Regarding Executive and Director Pay

 

Generally vote for shareholder proposals seeking additional disclosure of executive and director pay information, provided the information requested is relevant to shareholders’ needs, would not put the company at a competitive disadvantage relative to its industry, and is not unduly burdensome to the company.  Generally vote against shareholder proposals seeking to set absolute levels on compensation or otherwise dictate the amount or form of compensation.  Generally vote against shareholder proposals requiring director fees be paid in stock only.  Generally vote for shareholder proposals to put option repricings to a shareholder vote.  Vote for shareholders proposals to exclude pension fund income in the calculation of earnings used in determining executive bonuses/compensation.  Vote on a case-by-case basis for all other shareholder proposals

 

B-10



 

regarding executive and director pay, taking into account company performance, pay level versus peers, pay level versus industry, and long term corporate outlook.

 

Performance-Based Option Proposals

 

Generally vote for shareholder proposals advocating the use of performance-based equity awards (indexed, premium-priced, and performance-vested options), unless: (1) the proposal is overly restrictive; or (2) the company demonstrates that it is using a substantial portion of performance-based awards for its top executives.

 

Stock Option Expensing

 

Generally vote for shareholder proposals asking the company to expense stock options unless the company has already publicly committed to start expensing by a specific date.

 

Golden and Tin Parachutes

 

Generally vote for shareholder proposals to require golden and tin parachutes to be submitted for shareholder ratification, unless the proposal requires shareholder approval prior to entering into employment contracts.  Vote on a case-by-case basis on proposals to ratify or cancel golden or tin parachutes.

 

May 13, 2008

 

B-11



 

Appendix C*

Fee arrangement for the Sale of Shares of the Credit Suisse Trust

 

Name of Service Organization

 

Fee Arrangement (as a percentage of the portfolio’s average net
assets)

AIG Life Bermuda Ltd.

 

0.25%

 

 

 

AIG Life Insurance Co

 

0.25%

 

 

 

Allmerica Financial Life Ins.

 

0.25%

 

 

 

Riversource Life Insurance Co. of New York

 

.045% for the Global Small Cap, Mid-Cap Core and Small Cap Core I Portfolios; 0.25% for the Commodity Return Strategy Portfolio plus a distribution fee (a Rule 12b-1 fee) of 0.25% for the Commodity Return Strategy Portfolio

 

 

 

American General Life Ins. Co.

 

0.25%

 

 

 

American Life Insurance Co. of NY

 

0.25%

 

 

 

Empire Fidelity Inv. Corp.

 

0.35%

 

 

 

Fed Kemper Life Assurance Co.

 

0.25%

.50% of assets paid solely to Scudder ZS4/Zurich Archway contract

 

 

 

Fidelity Invest. Life Ins. Co.

 

0.35%

 

 

 

First Allmerica Fin. Life Ins.

 

0.25%

 

 

 

Horace Mann Life Ins. Co.

 

0.30%

 

 

 

Riversource Life Insurance Company

 

.045% for the Global Small Cap, Mid-Cap Core and Small Cap Core I Portfolios; 0.25% for the Commodity Return Strategy Portfolio plus a distribution fee (a Rule 12b-1 fee) of 0.25% for the Commodity Return Strategy Portfolio

 

 

 

Jefferson National Life Insurance

 

0.25%

 

 

 

Kemper Investors Life Ins. Co.

 

0.25%; 0.50% of the average combined daily net assets of all the shares held in the account attributable solely to certain contract

 


*

This Appendix concerning special fee arrangements contains information about fee arrangements for all classes of shares offered by Credit Suisse Funds. Some of these classes may not be offered by your Fund.

 

C-1



 

Metropolitan Life Ins Co - DCG

 

0.25%

 

 

 

Midland National Life Insurance Co.

 

0.45%

 

 

 

Minnesota Life Ins Company

 

0.35%

 

 

 

Nationwide Financial Services Inc

 

Depending on corresponding Nationwide contracts and/or variable accounts, for certain portfolios: 0.35% of the assets; for other portfolios: 0% if the assets held in the portfolios are below $50 million; 0.15% if the assets held in the portfolios are between $50 million to $1 billion; and 0.20% if the assets held in the portfolios are over $1 billion

 

 

 

Pruco Life Insurance Co

 

0.30%

 

 

 

Pruco Life Of New Jersey

 

0.30%

 

 

 

Prudential Insurance Co. of America

 

0.20%

 

 

 

Sun Life of Canada (U.S.)

 

0.35% for all Trust Portfolios except for Small Cap Core I Portfolio which is paid at a rate of 0.25%

 

 

 

The Manufacturers Insurance Company

 

0.50%

 

 

 

TIAA-Cref Life Insurance Company

 

0.25%

 

 

 

Travelers Insurance Co.

 

0.35%

 

 

 

Travelers Life and Annuity Co

 

0.50%

 

 

 

United Life & Annuity Ins. Co.

 

0.25%

 

C-2



 

PART C
OTHER INFORMATION

 

Item 23.

 

Exhibits

 

 

 

Exhibit No.

 

Description of Exhibit

 

 

 

 

a(1)

 

Declaration of Trust dated March 15, 1995.(1)

 

(2)

 

Amendment to Declaration of Trust dated March 31, 1995.(2)

 

(3)

 

Amendment to Declaration of Trust dated March 8, 2000.(3)

 

(4)

 

Amendment to Declaration of Trust dated March 8, 2000.(3)

 

(5)

 

Amendment to Declaration of Trust dated April 3, 2001.(4)

 

(6)

 

Designation of Series relating to addition of the Global Post-Venture Capital Portfolio and the Emerging Markets Portfolio dated April 16, 1996.(5)

 

(7)

 

Designation of Series relating to addition of Large Cap Value Portfolio dated July 31, 1997.(6)

 

(8)

 

Designation of Series relating to addition of Emerging Growth Portfolio dated November 24, 1998.(7)

 

(9)

 

Designation of Series relating to addition of the Blue Chip Portfolio and the Small Cap Value Portfolio dated June 25, 2001.(8)

 

(10)

 

Certificate of Amendment dated November 7, 2001.(9)

 


(1)            Incorporated by reference to Registrant’s Registration Statement on Form N-1A, filed on March 17, 1995.

 

(2)            Incorporated by reference to Pre-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-1A, filed on June 14, 1995.

 

(3)            Incorporated by reference to Post-Effective Amendment No. 13 to Registrant’s Registration Statement on Form N-1A, filed on April 26, 2000.

 

(4)            Incorporated by reference to Post-Effective Amendment No. 15 to Registrant’s Registration Statement on Form N-1A, filed on April 25, 2001.

 

(5)            Incorporated by reference to Post-Effective Amendment No. 2 to Registrant’s Registration Statement on Form N-1A, filed on April 18, 1996.

 

(6)            Incorporated by reference to Post-Effective Amendment No. 4 to Registrant’s Registration Statement on Form N-1A, filed on August 11, 1997.

 

(7)            Incorporated by reference to Post-Effective Amendment No. 10 to Registrant’s Registration Statement on Form N-1A, filed on April 16, 1999.

 

(8)            Incorporated by reference to Post-Effective Amendment No. 16 to Registrant’s Registration Statement on Form N-1A, filed on June 29, 2001.

 

(9)            Incorporated by reference to Post-Effective Amendment No. 17 to Registrant’s Registration Statement on Form N-1A, filed on April 5, 2002.

 

C-1



 

 

(11)

 

Certificate and Instrument of Amendment to the Agreement and Declaration of Trust dated June 17, 2002.(10)

 

(12)

 

Certificate of Amendment dated June 18, 2003.(11)

 

(13)

 

Certificate of Termination dated March 11, 2004.(11)

 

(14)

 

Certificate of Amendment dated May 3, 2004. (12)

 

(15)

 

Certificate of Amendment dated February 3, 2005. (13)

 

(16)

 

Certificate of Amendment dated February 17, 2005. (13)

 

(17)

 

Certificate of Termination of High Yield Portfolio and Strategic Small Cap Portfolio dated March 1, 2005. (14)

 

(18)

 

Designation of Series relating to addition of Commodity Return Strategy Portfolio dated August 22, 2005. (15)

 

(19)

 

Certificate of Amendment dated November 17, 2006. (16)

 

(20)

 

Certificate of Termination of Small Cap Core II Portfolio of Credit Suisse Trust dated May 16, 2007.(17)

 

 

(21)

 

Certificate of Amendment dated February 26, 2009.*

 

 

b(1)

 

By-Laws as adopted March 15, 1995.(1)

 

(2)

 

Amendment to By-Laws dated February 6, 1998. (18)

 

(3)

 

Amended By-Laws dated February 5, 2001. (19)

 


(10)          Incorporated by reference to Post-Effective Amendment No. 19 to Registrant’s Registration Statement on Form N-1A, filed on March 31, 2003.

 

(11)          Incorporated by reference to Post-Effective Amendment No. 20 to Registrant’s Registration Statement on Form N-1A, filed on March 31, 2004.

 

(12)          Incorporated by reference to Post-Effective Amendment No. 26 to Registrant’s Registration Statement on Form N-1A, filed on April 25, 2006.

 

(13)          Incorporated by reference to Post-Effective Amendment No. 21 to Registrant’s Registration Statement on Form N-1A, filed on February 25, 2005.

 

(14)          Incorporated by reference to Post-Effective Amendment No. 22 to Registrant’s Registration Statement on Form N-1A, filed on April 29, 2005.

 

(15)          Incorporated by reference to Post-Effective Amendment No. 23 to Registrant’s Registration Statement on Form N-1A, filed on August 24, 2005.

 

(16)          Incorporated by reference to Registrant’s Registration Statement on Form N-14 (Securities Act File No. 333-140901), filed on February 27, 2007.

 

(17)          Incorporated by reference to Post-Effective Amendment No. 28 to Registrant’s Registration Statement on Form N-1A, filed on April 16, 2008.

 

(18)          Incorporated by reference; material provisions of this exhibit are substantially similar to those of the corresponding exhibit to Post-Effective Amendment No. 19 to the Registration Statement on Form N-1A of Credit Suisse Capital Appreciation Fund, filed on February 23, 1998 (Securities Act File No. 33-12344).

 

C-2



 

 

(4)

 

Amendment to By-Laws dated April 3, 2001.(4)

 

(5)

 

Amendment to By-Laws dated December 12, 2001.(9)

 

(6)

 

Amended and Restated By-Laws as amended February 12, 2002.(10)

 

c

 

Form of Share Certificate. (2)

 

d(l)

 

Investment Advisory Agreement dated October 1, 2006 for the Emerging Markets Portfolio. (20)

 

(2)

 

Amended and Restated Investment Advisory Agreement dated July 6, 1999, as amended and restated May 3, 2004 for the International Focus Portfolio. (13)

 

(3)

 

Amended and Restated Investment Advisory Agreement dated July 6, 1999, as amended and restated May 3, 2004 and December 1, 2006 for the Large Cap Value Portfolio. (20)

 

(4)

 

Amended and Restated Investment Advisory Agreement dated July 6, 1999, as amended and restated May 3, 2004 and December 1, 2006 for the Mid-Cap Core Portfolio. (20)

 

(5)

 

Amended and Restated Investment Advisory Agreement dated July 6, 1999, as amended and restated May 3, 2004 and December 1, 2006 for the Small Cap Core I Portfolio. (16)

 

(6)

 

Amended and Restated Investment Advisory Agreement dated September 12, 2001, as amended and restated May 17, 2005 for the Blue Chip Portfolio. (12)

 

(7)

 

Amended and Restated Investment Advisory Agreement dated July 6, 1999, as amended and restated February 21, 2005 for the Global Small Cap Portfolio. (14)

 

 

(8)

 

Investment Advisory Agreement for the Commodity Return Strategy Portfolio dated February 28, 2006. (12)

 

 

(9)

 

Fee Waiver Agreement for the International Equity Flex III Portfolio dated May 1, 2009.*

 

e

 

Amended and Restated Distribution Agreement with Credit Suisse Asset Management Securities, Inc. (“CSAMSI”) dated August 1, 2000, as amended and restated May 3, 2004 and November 15, 2006. .(21)

 

 

f

 

Not applicable.

 

 

g(l)

 

Custodian Agreement with State Street Bank and Trust Company (“State Street”), dated October 20, 2000. (22)

 


(19)          Incorporated by reference to Post-Effective Amendment No. 20 to the Registration Statement on Form N-1A of Credit Suisse Fixed Income Fund, filed on February 27, 2001 (Securities Act File No. 33-12343).

 

(20)          Incorporated by reference to Post-Effective Amendment No. 27 to Registrant’s Registration Statement on Form N-1A, filed on April 26, 2007.

 

(21)          Incorporated by reference to Post-Effective Amendment No. 27 to the Registration Statement on Form N-1A of Credit Suisse Cash Reserve Fund, Inc. filed on April 26, 2007 (Securities Act File No. 2-94840).

 

(22)          Incorporated by reference to Post-Effective Amendment No. 14 to Registrant’s Registration Statement on Form N-1A, filed on November 22, 2000.

 

C-3



 

 

(2)

 

Amendment to Custodian Agreement with State Street dated April 26, 2001.(8)

 

(3)

 

Amendment to Custodian Agreement with State Street dated May 16, 2001.(8)

 

(4)

 

Amended Exhibit I to Custodian Agreement with State Street dated May 16, 2001.(8)

 

(5)

 

Amendment to Custodian Agreement with State Street dated November 16, 2005. (12)

 

(6)

 

Custody Fee Schedule dated February 2007. (20)

 

h(1)

 

Co-Administration Agreement with CSAMSI dated November 1, 1999, as amended and restated November 16, 2005 and November 15, 2006. (16)

 

 

(2)

 

Co-Administration Agreement with State Street dated March 18, 2002. (23)

 

 

(3)

 

Amendment No. 1 Co-Administration Agreement with State Street dated January 1, 2007. (16)

 

 

(4)

 

Form of Participation Agreement 2009. *

 

(5)

 

Transfer Agency and Service Agreement with Boston Financial Data Services, Inc. (“BFDS”), dated October 1, 2007. (24)

 

 

(6)

 

Combined U.S. Accounting and Administration Fee Schedule Revised January 1, 2007. (20)

 

 

(7)

 

Securities Lending Authorization Agreement with State Street Bank and Trust Company dated March 17, 2004.*

 

(8)

 

First Amendment to Securities Lending Authorization Agreement dated December 17, 2004.*

 

(9)

 

Second Amendment to Securities Lending Authorization Agreement dated May 17, 2006.*

 

(10)

 

Third Amendment to Securities Lending Authorization Agreement dated September 15, 2006.*

 

(11)

 

Fourth Amendment to the Securities Lending Authorization Agreement dated July 16, 2007.*

 

(12)

 

Fifth Amendment to Securities Lending Authorization Agreement dated August 27, 2007.*

 

(13)

 

Sixth Amendment to Securities Lending Authorization Agreement dated December 1, 2007.*

 

(14)

 

Seventh Amendment to the Securities Lending Authorization Agreement dated April 17, 2009.*

 

(15)

 

Securities Lending and Services Agreement with State Street Bank and Trust

 


(23)          Incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-1A of Credit Suisse Strategic Small Cap Fund, Inc. filed on May 3, 2002 (Securities Act File No. 333-64554).

 

(24)          Incorporated by reference to the Post-Effective Amendment No. 3 to the Registration Statement on Form N-1A of Credit Suisse Commodity Return Strategy Fund filed on December 21, 2007 (Securities Act File No. 333-116212).

 

C-4



 

 

 

 

Company dated April 17, 2009.*

 

 

i(l)

 

Opinion and Consent of Willkie Farr & Gallagher LLP, counsel to the Trust. (25)

 

 

(2)

 

Opinion and Consent of Sullivan & Worcester LLP, Massachusetts counsel to the Trust. (25)

 

j(1)

 

Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. *

 

(2)

 

Powers of Attorney.(26)

 

 

k

 

Not applicable.

 

l(1)

 

Purchase Agreement pertaining to the International Focus and the Small Cap Growth Portfolio dated June 9, 1995.(10)

 

(2)

 

Purchase Agreement pertaining to the Global Post-Venture Capital and the Emerging Markets Portfolio dated April 16, 1996.(10)

 

(3)

 

Purchase Agreement pertaining to the Large Cap Value Portfolio dated March 30, 1997.(10)

 

(4)

 

Purchase Agreement pertaining to the Emerging Growth Portfolio dated May 20, 1999.(10)

 

(6)

 

Purchase Agreement pertaining to the Blue Chip Portfolio and the Small Cap Value Portfolio dated July 30, 2001.(10)

 

(7)

 

Purchase Agreement pertaining to the Commodity Return Strategy Portfolio dated January 31, 2006. (12)

 

m

 

Plan of Distribution pursuant to Rule 12b-1 pertaining to the Commodity Return Strategy Portfolio dated August 17, 2005. (12)

 

n

 

Not Applicable.

 

o

 

Not applicable.

 

 

p

 

Global Personal Trading Policy for the Registrant, Credit Suisse Asset Management, LLC and CSAMSI dated January 2007. (27)

 


(25)          Incorporated by reference to Post-Effective Amendment No. 24 to Registrant’s Registration Statement on Form N-1A, filed on January 11, 2006.

 

(26)          Incorporated by reference to Post-Effective Amendment No. 29 to Registrant’s Registration Statement on Form N-1A, filed on March 2, 2009.

 

(27)          Incorporated by reference to Post-Effective Amendment No. 17 to the Registration Statement on Form N-1A of Credit Suisse Global Small Cap Fund, filed on February 4, 2009 (Securities Act File No. 333-08459).

 

*               Filed herewith.

 

C-5



 

Item 24.                   Persons Controlled by or Under Common Control with Registrant

 

From time to time, Credit Suisse Asset Management, LLC (“Credit Suisse”), may be deemed to control the Fund and other registered investment companies it advises through its beneficial ownership of more than 25% of the relevant fund’s shares on behalf of discretionary advisory clients. The Trust through the Commodity Return Strategy Portfolio, a portfolio of the Trust, wholly owns and controls the Credit Suisse Cayman Commodity Fund II Ltd. (“Subsidiary”), a company organized under the laws of the Cayman Islands. The Subsidiary’s financial statements will be included, on a consolidated basis, in the Commodity Return Strategy Portfolio’s annual and semi-annual reports to shareholders.

 

Item 25.                   Indemnification

 

Registrant, and officers and directors of Credit Suisse and Registrant are covered by insurance policies indemnifying them for liability incurred in connection with the operation of Registrant. Discussion of this coverage is incorporated by reference to Item 27 of Part C of the Trust’s Registration Statement filed on March 17, 1995 (Securities Act File No. 33-58125).

 

Item 26.                   Business and Other Connections of Investment Adviser

 

Credit Suisse acts as investment adviser to each Portfolio of the Registrant. Credit Suisse renders investment advice to a wide variety of individual and institutional clients. The list required by this Item 26 of officers and directors of Credit Suisse, together with information as to their other business, profession, vocation or employment of a substantial nature during the past two years, is incorporated by reference to the Form ADV filed by Credit Suisse (SEC File No. 801-37170).

 

Item 27.                   Principal Underwriter

 

(a) CSAMSI acts as distributor for Registrant, as well as for Credit Suisse Large Cap Growth Fund; Credit Suisse Capital Funds; Credit Suisse Cash Reserve Fund; Credit Suisse Commodity Return Strategy Fund; Credit Suisse Global Fixed Income Fund; Credit Suisse Global High Yield Fund; Credit Suisse Global Small Cap Fund; Credit Suisse Institutional Fund; Credit Suisse Institutional Money Market Fund; Credit Suisse International Focus Fund; Credit Suisse Mid-Cap Core Fund; Credit Suisse Opportunity Funds and Credit Suisse Large Cap Blend Fund.

 

(b) For information relating to each director, officer or partner of CSAMSI, reference is made to Form BD (SEC File No. 8-32482) filed by CSAMSI under the Securities Exchange Act of 1934.

 

(c) None.

 

Item 28.                   Location of Accounts and Records

 

(1)            Credit Suisse Trust

Eleven Madison Avenue

New York, New York 10010

(Trust’s Declaration of Trust, by-laws and minute books)

 

C-6



 

(2)            Credit Suisse Asset Management Securities, Inc.

Eleven Madison Avenue

New York, New York 10010

(records relating to its functions as co-administrator and distributor)

 

(3)            Credit Suisse Asset Management, LLC

Eleven Madison Avenue

New York, New York 10010

(records relating to its functions as investment adviser)

 

(4)            State Street Bank and Trust Company

One Lincoln Street

Boston, Massachusetts 02111

(records relating to its functions as co-administrator and custodian)

 

(5)            Boston Financial Data Services, Inc.

30 Dan Road

Canton, MA 02021-2809

(records relating to its functions as shareholder servicing agent, transfer agent and dividend disbursing agent)

 

Item 29.                   Management Services

 

Not applicable.

 

Item 30.                   Undertakings

 

Not applicable.

 

C-7



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this Amendment to the Registration Statement pursuant to Rule 485 (b) under the Securities Act and has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York and the State of New York, on the 28 th  day of April, 2009.

 

 

CREDIT SUISSE TRUST

 

By:

/s/ George R. Hornig

 

 

George R. Hornig

 

 

Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment has been signed below by the following persons in the capacities and on the date indicated:

 

SIGNATURE

 

TITLE

 

DATE

 

 

 

 

 

/s/ George R. Hornig

 

Chief Executive Officer

 

April 28, 2009

George R. Hornig

 

 

 

 

 

 

 

 

 

/s/ Michael A. Pignataro

 

Chief Financial Officer

 

April 28, 2009

Michael A. Pignataro

 

 

 

 

 

 

 

 

 

/s/ Steven N. Rappaport*

 

Chairman of the Board

 

April 28, 2009

Steven N. Rappaport

 

 

 

 

 

 

 

 

 

/s/ Jeffrey E. Garten*

 

Trustee

 

April 28, 2009

Jeffrey E. Garten

 

 

 

 

 

 

 

 

 

/s/ Peter F. Krogh*

 

Trustee

 

April 28, 2009

Peter F. Krogh

 

 

 

 

 

 

 

 

 

/s/ Enrique R. Arzac*

 

Trustee

 

April 28, 2009

Enrique R. Arzac

 

 

 

 

 

*By:

/s/ Michael A. Pignataro

 

 

 

Michael A. Pignataro, as Attorney-in-Fact

 

 

 



 

INDEX TO EXHIBITS

 

Exhibit No.

 

Description of Exhibit

 

 

 

 

 

a(21)

 

Certificate of Amendment dated February 26, 2009.

 

d(9)

 

Fee Waiver Agreement for the International Equity Flex III Portfolio dated May 1, 2009.

 

h(4)

 

Form of Participation Agreement 2009.

 

(7)

 

Securities Lending Authorization Agreement with State Street Bank and Trust Company dated March 17, 2004.

 

(8)

 

First Amendment to Securities Lending Authorization Agreement dated December 17, 2004.

 

(9)

 

Second Amendment to Securities Lending Authorization Agreement dated May 17, 2006.

 

(10)

 

Third Amendment to Securities Lending Authorization Agreement dated September 15, 2006.

 

(11)

 

Fourth Amendment to the Securities Lending Authorization Agreement dated July 16, 2007.

 

(12)

 

Fifth Amendment to Securities Lending Authorization Agreement dated August 27, 2007.

 

(13)

 

Sixth Amendment to Securities Lending Authorization Agreement dated December 1, 2007.

 

(14)

 

Seventh Amendment to the Securities Lending Authorization Agreement dated April 17, 2009.

 

(15)

 

Securities Lending and Services Agreement with State Street Bank and Trust Company dated April 17, 2009.

 

j(1)

 

Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.

 


Exhibit 99.(a)(21)

 

CREDIT SUISSE TRUST

 

Certificate of Amendment

 

The undersigned, being the Vice President and Secretary of Credit Suisse Trust, a trust with transferable shares of the type commonly called a Massachusetts business trust (the “Trust”), DOES HEREBY CERTIFY that, pursuant to the authority conferred upon the Trustees of the Trust by Section 9.3 of the Agreement and Declaration of Trust, dated March 15, 1995, as amended to date (as so amended, the “Declaration”), and by the affirmative vote of a majority of the Trustees at a meeting duly called and held on February 18, 2009, the Declaration of Trust is hereby amended as follows:

 

Section 6.2 of the Declaration of Trust is amended to change the name of the Blue Chip Portfolio of the Trust to be the “U.S. Equity Flex IV Portfolio” effective as of May 1, 2009;

 

Section 6.2 of the Declaration of Trust is amended to change the name of the Emerging Markets Portfolio of the Trust to be the “International Equity Flex III Portfolio” effective as of May 1, 2009;

 

Section 6.2 of the Declaration of Trust is amended to change the name of the Global Small Cap Portfolio of the Trust to be the “International Equity Flex II Portfolio” effective as of May 1, 2009;

 

Section 6.2 of the Declaration of Trust is amended to change the name of the International Focus Portfolio of the Trust to be the “International Equity Flex I Portfolio” effective as of May 1, 2009;

 

Section 6.2 of the Declaration of Trust is amended to change the name of the Large Cap Value Portfolio of the Trust to be the “U.S. Equity Flex II Portfolio” effective as of May 1, 2009;

 

Section 6.2 of the Declaration of Trust is amended to change the name of the Mid-Cap Core Portfolio of the Trust to be the “U.S. Equity Flex III Portfolio” effective as of May 1, 2009;

 

Section 6.2 of the Declaration of Trust is amended to change the name of the Small Cap Core I Portfolio of the Trust to be the “U.S. Equity Flex I Portfolio” effective as of May 1, 2009.

 

IN WITNESS WHEREOF, the undersigned has set his hand and seal this 26th day of February, 2009.

 

 

/s/J. Kevin Gao

 

J. Kevin Gao

 

Vice President and Secretary

 



 

ACKNOWLEDGMENT

 

STATE OF New York

)

 

 

) ss.

 

COUNTY OF New York

)

 

 

 

 

 

 

 

February 26, 2009

 

Then personally appeared the above-named J. Kevin Gao and acknowledged the foregoing instrument to be his free act and deed.

 

Before me,

 

 

 

 

/s/ Karen A. Regan

 

Notary Public

 

My commission expires: December 2009

 

 

 

Karen A. Regan

 

Notary Public, State of New York

 

Qualified in New York County

 

Commission Expires Dec. 22, 2009

 

2


Exhibit 99.(d)(9)

 

FEE WAIVER AGREEMENT

 

THIS FEE WAIVER AGREEMENT (the “Agreement”) is signed as of May 1, 2009 by Credit Suisse Asset Management, LLC (the “Investment Adviser”) and Credit Suisse Trust (the “Trust”), on behalf of its series, International Equity Flex III Portfolio (the “Portfolio”).

 

WHEREAS, the Investment Adviser has entered into an Investment Advisory Agreement, dated October 1, 2006, with the Trust, on behalf of the Portfolio (the “Investment Advisory Agreement”), whereby the Investment Adviser provides certain management and investment advisory services to the Portfolio;

 

WHEREAS, the Investment Adviser desires to waive a portion of its investment advisory fee in order to maintain the investment advisory fee below a certain level;

 

WHEREAS, the Investment Adviser understands and intends that the Portfolio will rely on this Agreement in preparing a registration statement on Form N-1A and in accruing the expenses of the Portfolio for purposes of calculating net asset value and for other purposes, and expressly permits the Portfolio to do so; and

 

WHEREAS, the shareholders of the Portfolio will benefit from the ongoing waivers by incurring lower Portfolio operating expenses than they might incur absent such waivers.

 

NOW THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

 

1.             The Investment Adviser agrees to waive a portion of its investment advisory fee to the extent necessary so that the annual investment advisory fee incurred by the Portfolio does not exceed 1.00% of the Portfolio’s average daily net assets.

 

2.             This Agreement shall terminate on the effective date of an amendment to the Investment Advisory Agreement setting out that the investment advisory fee for the Portfolio shall equal the lesser of: (i) an annual fee calculated at an annual rate of 1.00% of the Portfolio’s average daily net assets or (ii) a monthly fee of 1/12 of 1.20% of the average daily closing net asset value of the Portfolio, adjusted by a performance fee based on the Portfolio’s performance relative to its previous benchmark, the MSCI Emerging Markets Free Index, during a performance adjustment period, unless the Investment Adviser shall notify the Trust of the earlier termination of this Agreement upon not less than 30 days prior notice to the Trust.

 

This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York without giving effect to the choice of law or conflict of law provisions.

 

This Agreement may be executed in any number of counterparts, which together shall constitute one instrument.  Delivery of an executed counterpart signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

 



 

IN WITNESS WHEREOF, the Investment Adviser and the Trust, on behalf of the Portfolio, have agreed to this Fee Waiver Agreement as of the day and year first above written.

 

 

 

 

CREDIT SUISSE ASSET MANAGEMENT, LLC

 

 

 

 

 

By:

George R. Hornig

 

 

Name:

George R. Hornig

 

 

Title:

Chief Executive Officer

 

 

 

 

 

 

 

 

 

CREDIT SUISSE TRUST, on behalf of its series, International Equity Flex III Portfolio

 

 

 

 

 

By:

George R. Hornig

 

 

Name:

George R. Hornig

 

 

Title:

Chief Executive Officer and President

 

2


Exhibit 99.(h)(4)

 

PARTICIPATION AGREEMENT

By and Among

                             INSURANCE COMPANY

And

CREDIT SUISSE TRUST

And

CREDIT SUISSE ASSET MANAGEMENT, LLC

And

CREDIT SUISSE ASSET MANAGEMENT SECURITIES, INC.

 

THIS AGREEMENT , made and entered into this      day of                           , 20    , by and among                        Insurance Company organized under the laws of                            (the “Company”), on its own behalf and on behalf of each separate account of the Company named in Schedule 1 to this Agreement as may be amended from time to time (each account referred to as the “Account”), Credit Suisse Trust, an open-end management investment company and business trust organized under the laws of the Commonwealth of Massachusetts (the “Fund”); Credit Suisse Asset Management, LLC a limited liability company organized under the laws of the State of Delaware (the “Adviser”); and Credit Suisse Asset Management Securities, Inc., a corporation organized under the laws of the State of New York (“CSAMSI”).

 

WHEREAS , the Fund engages in business as an open-end management investment company and was established for the purpose of serving as the investment vehicle for separate accounts established for variable life insurance contracts and variable annuity contracts to be offered by insurance companies that have entered into participation agreements similar to this Agreement (the “Participating Insurance Companies”), and

 

WHEREAS , beneficial interests in the Fund are divided into several series of shares, each representing the interest in a particular managed portfolio of securities and other assets (the “Portfolios”); and

 

WHEREAS , the Fund has received an order from the Securities and Exchange Commission (the “SEC”) granting Participating Insurance Companies and variable annuity separate accounts and variable life insurance separate accounts relief from the provisions of Sections 9(a), 13(a), 15(a), and 15(b) of the Investment Company Act of 1940, as amended (the “1940 Act”), and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary to permit shares of the Fund to be sold to and held by variable annuity separate accounts and variable life insurance separate accounts of both affiliated and unaffiliated Participating Insurance Companies and qualified pension and retirement plans outside of the separate account context (the “Mixed and Shared Funding Exemptive Order”).  The parties to this Agreement agree that the conditions or undertakings specified in the Mixed and Shared Funding Exemptive Order and that may be imposed on the Company, the Fund, the Adviser and/or CSAMSI by virtue of the receipt of such order by the SEC will be incorporated herein by reference, and such parties agree to comply with such conditions and undertakings to the extent applicable to each such party; and

 

WHEREAS, the Fund is registered as an open-end management investment company under the 1940 Act and its shares are registered under the Securities Act of 1933, as amended (the “1933 Act”); and

 

WHEREAS , the Company has registered or will register (unless registration is not required under applicable law) certain variable annuity or variable life contracts (the “Contracts”) under the 1933 Act; and

 



 

WHEREAS , the Account is a duly organized, validly existing segregated asset account, established by resolution of the Board of Directors of the Company under the insurance laws of                       , to set aside and invest assets attributable to the Contracts; and

 

WHEREAS , the Company has registered the Account as a unit investment trust under the 1940 Act or alternatively, relies on an exclusion or exception from registration under the 1940 Act; and

 

WHEREAS , the Adviser is registered as an investment adviser under the Investment Advisers Act of 1940; and

 

WHEREAS , CSAMSI, the Fund’s distributor, is registered as a broker-dealer with the SEC under the Securities Exchange Act of 1934 (the “1934 Act”) and is a member in good standing of the Financial Industry Regulatory Authority, Inc. (formerly known as the National Association of Securities Dealers, Inc.) (“FINRA”); and

 

WHEREAS , to the extent permitted by applicable insurance laws and regulations, the Company intends to purchase shares of the Portfolios named in Schedule 2, as such schedule may be amended from time to time (the “Designated Portfolios”), on behalf of the Account to fund the Contracts, and the Fund is authorized to sell such shares to unit investment trusts such as the Account at net asset value;

 

NOW, THEREFORE , in consideration of their mutual promises, the Company, the Fund, the Adviser and CSAMSI agree as follows:

 

ARTICLE I.   Sale of Fund Shares

 

1.1.           The Fund agrees to sell to the Company those shares of the Designated Portfolios that each Account orders, executing such orders on a daily basis at the net asset value next computed after receipt and acceptance by the Fund or its designee of the order for the shares of the Fund.  For purposes of this Section 1.1, the Company will be the designee of the Fund for receipt of such orders from each Account and receipt by such designee will constitute receipt by the Fund; provided that the Fund receives notice of such order by 9:00 a.m. Eastern Time on the next following Business Day (“T+1”).  “Business Day” will mean any day on which the New York Stock Exchange, Inc. (the “NYSE”) is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SEC.

 

1.2.           The Company will pay for Fund shares on T+1 in each case that an order to purchase Fund shares is made in accordance with Section 1.1 above.  Payment will be in federal funds transmitted by wire.  This wire transfer will be initiated by 12:00 p.m. Eastern Time.

 

1.3.           The Fund agrees to make shares of the Designated Portfolios available indefinitely for purchase at the applicable net asset value per share by Participating Insurance Companies and their separate accounts on those days on which the Fund calculates its Designated Portfolio net asset value pursuant to rules of the SEC and the Fund shall use reasonable efforts to calculate such net asset value on each day the NYSE is open for trading; provided, however, that the Fund, the Adviser or CSAMSI may refuse to sell shares of any Portfolio to any person, or suspend or terminate the offering of shares of any Portfolio if such action is required by law

 

2



 

or by regulatory authorities having jurisdiction or is, in its or their sole discretion acting in good faith, in the best interests of the shareholders of such Portfolio.

 

1.4.          On each Business Day on which the Fund calculates its net asset value, the Company will aggregate and calculate the net purchase or redemption orders for each Account maintained by the Fund in which contractowner assets are invested.  Net orders will only reflect orders that the Company has received prior to the close of regular trading on the NYSE (currently 4:00 p.m., Eastern Time) on that Business Day.  Orders that the Company has received after the close of regular trading on the NYSE will be treated as though received on the next Business Day.  Each communication of orders by the Company will constitute a representation that such orders were received by it prior to the close of regular trading on the NYSE on the Business Day on which the purchase or redemption order is priced in accordance with Rule 22c-1 under the 1940 Act.  Other procedures relating to the handling of orders will be in accordance with the prospectus and statement of information of the relevant Designated Portfolio or with oral or written instructions that CSAMSI or the Fund will forward to the Company from time to time.

 

1.5.          The Fund agrees that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts, qualified pension and retirement plans or such other persons as are permitted under applicable provisions of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and regulations promulgated thereunder, the sale to which will not impair the tax treatment currently afforded the Contracts.  No shares of any Portfolio will be sold to the general public except as set forth in this Section 1.5.

 

1.6.          The Fund agrees to redeem for cash, upon the Company’s request, any full or fractional shares of the Fund held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt and acceptance by the Fund or its designee of the request for redemption minus any applicable redemption fee or contingent deferred sales charge.  Any redemption fee or contingent deferred sales charge shall be assessed, collected and remitted to the appropriate Designated Portfolio promptly . For purposes of this Section 1.6, the Company will be the designee of the Fund for receipt of requests for redemption from each Account and receipt by such designee will constitute receipt by the Fund, provided the Fund receives notice of request for redemption by 9:00 a.m. Eastern Time on the next following Business Day.  Payment will be in federal funds transmitted by wire to the Company’s account as designated by the Company in writing from time to time, on the same Business Day the Fund receives notice of the redemption order from the Company.  The Fund reserves the right to delay payment of redemption proceeds, but in no event may such payment be delayed longer than the period permitted by the 1940 Act.  The Fund will not bear any responsibility whatsoever for the proper disbursement or crediting of redemption proceeds; the Company alone will be responsible for such action.  If notification of redemption is received after 10:00 a.m. Eastern Time, payment for redeemed shares will be made on the next following Business Day.

 

1.7.          The Company agrees to purchase and redeem the shares of the Designated Portfolios offered by the then current prospectus of the Fund in accordance with the provisions of such prospectus minus any applicable redemption fee or contingent deferred sales charge.  Any redemption fee or contingent deferred sales charge shall be assessed, collected and remitted to the appropriate Designated Portfolio promptly.

 

1.8.          (a)           The Company agrees to provide the Fund, upon written request, the taxpayer identification number (“TIN”), if known, relating to any or all of the Company’s existing contractowners with an interest in the Fund and the amount, date, name or other identifier of any investment professionals associated with the contractowner (if known), and transaction type (purchase, redemption, transfer, or exchange) of every

 

3



 

purchase, redemption, transfer or exchange of Fund shares held through the Company’s Account(s) during the period covered by the request.

 

(b)             Requests must set forth a period, not to exceed 180 days from the date of the request, for which transaction information is sought.  The Fund may request transaction information older than 180 days from the date of the request as it deems necessary to investigate compliance with policies established by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding shares issued by the Fund.

 

(c)            The Company agrees to transmit the requested information that is on its books and records to the Fund or its designee promptly, but in any event, not later than ten (10) business days, after receipt of a request.  If the requested information is not on the Company’s books and records, it agree to: (i) provide or arrange to provide to the Fund the requested information from contractowners that hold an account with an indirect intermediary; or (ii) if directed by the Fund, block further purchases of Fund shares from such indirect intermediary.  In such instance, the Company agrees to inform the Fund whether it plans to perform (i) or (ii).  Reponses required by this paragraph must be communicated in writing in a format mutually agreed upon by the parties.  To the extent practicable, the format for any transaction information provided to the Fund should be consistent with the NSCC Standardized Data Reporting Format.  For purposes of this provision, an “indirect intermediary” shall have the same meaning as provided for in Rule 22c-2 under the 1940 Act.

 

(d)           The Fund agrees not to use the information received for marketing or any other similar purpose without the Company’s prior consent.

 

1.9.           (a)           The Company agrees to execute written instructions from the Fund to restrict or prohibit further purchases or exchanges of Fund shares by the Company’s contractowners that have been identified by the Fund as having engaged in transactions of the Fund’s shares (directly or indirectly through the Company’s contractowners) that violate policies established by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding shares issued by the Fund.

 

(b)           Instructions must include the TIN, if known, and the specific restriction(s) to be executed.  If the TIN is not known, the instruction must include an equivalent identifying number of the Company’s Account(s) or other agreed upon information to which the instruction relates.

 

(c)           The Company agrees to execute instructions as soon as reasonably practicable, but not later than five (5) business days after receipt of the instructions by the Fund.

 

(d)           The Company must provide written confirmation to the Fund that instructions have been executed.  The Company agrees to provide confirmation as soon as reasonably practicable, but not later than ten (10) business days after the instructions have been executed.

 

1.10.         Issuance and transfer of the Fund’s shares will be by book entry only.  Stock certificates will not be issued to the Company or any Account.  Purchase and redemption orders for Fund shares will be recorded in an appropriate title for each Account or the appropriate subaccount of each Account.

 

4



 

1.11.        The Fund will furnish notice to the Company of the payment of any income, dividends or capital gain distributions payable on each Designated Portfolio’s shares.  The Company hereby elects to receive all such dividends and distributions as are payable on the Designated Portfolio shares in the form of additional shares of that Designated Portfolio.  The Fund will notify the Company of the number of shares so issued as payment of such dividends and distributions.  The Company reserves the right to revoke this election upon reasonable prior notice to the Fund and to receive all such dividends and distributions in cash.

 

1.12.        The Fund will make the net asset value per share for each Designated Portfolio available to the Company on a daily basis as soon as reasonably practical after the net asset value per share is calculated and will use its best efforts to make such net asset value per share available by 6:00 p.m., Eastern Time, but in no event later than 7:00 p.m., Eastern Time, each Business Day.

 

1.13.        In the event adjustments are required to correct any error in the computation of the net asset value of the Fund’s shares, the Fund or CSAMSI will notify the Company as soon as practicable after discovering the need for those adjustments.  Any such notice will state for each day for which an error occurred the incorrect price, the correct price and, to the extent communicated to the Fund’s shareholders, the reason for the price change.  The Company may send this notice or a derivation thereof (so long as such derivation is approved in advance by CSAMSI or the Adviser) to contractowners whose accounts are affected by the price change.  The parties will negotiate in good faith to develop a reasonable method for effecting such adjustments.

 

1.14         The Fund agrees that it will not accept a purchase order from a qualified pension and retirement plan if such purchase would make the plan an owner of 10% or more of the assets in a Designated Portfolio unless the plan executes this Agreement (or a similar participation agreement).

 

ARTICLE II.   Representations and Warranties

 

2.1.          The Company represents and warrants that the Contracts (1) are or, prior to issuance, will be registered as securities under the 1933 Act or, alternatively (2) are not registered because they are properly exempt from registration under the 1933 Act or will be offered exclusively in transactions that are properly exempt from registration under the 1933 Act and all other applicable laws.   The Company further represents that the Contracts will be issued and sold in compliance with any applicable federal and state laws, including state insurance suitability requirements.  The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established each Account as a separate account under applicable law and has registered the Account as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a segregated investment account for the Contracts, and that it will maintain such registration for so long as any Contracts are outstanding or, alternatively, has not registered each Account in proper reliance upon an exclusion or exception from registration under the 1940 Act The Company further represents and warrants that, if required by law, it will amend the registration statement under the 1933 Act for the Contracts and the registration statement under the 1940 Act for the Account from time to time as required in order to effect the continuous offering of the Contracts or as may otherwise be required by applicable law.  The Company will register and qualify the Contracts for sale in accordance with the securities laws of the various states only if and to the extent deemed necessary by the Company. The Company further represents and warrants that it has

 

5



 

adopted and will enforce procedures reasonably designed to prevent market timing and/or late trading of shares of the Fund.

 

2.2.          The Company represents that the Contracts are currently and at the time of issuance will be treated as annuity contracts under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment and that it will notify the Fund and the Adviser immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future.

 

2.3.          The Company represents and warrants that it will not purchase shares of the Designated Portfolios with assets derived from tax-qualified retirement plans except, indirectly, through Contracts purchased in connection with such plans.

 

2.4.          The Fund represents and warrants that Fund shares of the Designated Portfolios sold pursuant to this Agreement will be registered under the 1933 Act and duly authorized for issuance in accordance with applicable law and that the Fund is and will remain registered under the 1940 Act for as long as such shares of the Designated Portfolios are outstanding.  The Fund will amend the registration statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares or as may otherwise be required by applicable law.  The Fund will register and qualify the shares of the Designated Portfolios for sale in accordance with the laws of the various states only if and to the extent deemed advisable by the Fund. The Company represents and warrants that no additional registration requirements apply to the sale of the Fund’s shares.

 

2.5.          The Fund represents that each Designated Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provision) and that it will notify the Company immediately upon having a reasonable basis for believing that a Designated Portfolio has ceased to so qualify or that it might not so qualify in the future.

 

2.6.          The Fund represents and warrants that in performing the services described in this Agreement, the Fund will comply with all applicable laws, rules and regulations. The Fund makes no representation as to whether any aspect of its operations (including, but not limited to, fees and expenses and investment policies, objectives and restrictions) complies with the insurance laws and regulations of any state.  The Fund and CSAMSI agree that upon request they will use their best efforts to furnish the information required by state insurance laws so that the Company can obtain the authority needed to issue the Contracts in the various states.

 

2.7.          The Fund represents that it is lawfully organized and validly existing under the laws of The Commonwealth of Massachusetts and that it does and will comply in all material respects with applicable provisions of the 1940 Act.

 

2.8.          CSAMSI represents and warrants that it will distribute the Fund shares of the Designated Portfolios in accordance with all applicable federal and state securities laws including, without limitation, the 1933 Act, the 1934 Act and the 1940 Act.

 

6



 

2.9.          CSAMSI represents and warrants that it is and will remain duly registered under all applicable federal and state securities laws and that it will perform its obligations for the Fund in accordance in all material respects with any applicable state and federal securities laws.

 

2.10.        The Fund represents and warrants that all of its trustees, officers, employees, and other individuals/entities having access to the funds and/or securities of the Fund are and continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Fund in an amount not less than the minimal coverage as required currently by Rule 17g-(1) of the 1940 Act or related provisions as may be promulgated from time to time.  The aforesaid bond includes coverage for larceny and embezzlement and is issued by a reputable bonding company.  CSAMSI and the Adviser represent and warrant that they are and continue to be at all times covered by policies similar to the aforesaid bond.

 

2.11         The Company will comply with the anti-money laundering provisions of the USA PATRIOT Act of 2001, as well as the rules and regulations of authorized regulatory agencies.  The Company acknowledges and consents to examination and/ or inspection by CSAMSI, the Fund and federal regulators in order to evaluate compliance with such provisions.

 

ARTICLE III.   Prospectuses and Proxy Statements; Voting

 

3.1.          The Fund or CSAMSI will provide the Company, at the Fund’s or its affiliate’s expense, with as many copies of the current Fund prospectus for the Designated Portfolios as the Company may reasonably request for distribution, at the Company’s expense, to prospective contractowners and applicants.  The Fund or CSAMSI will provide, at the Fund’s or its affiliate’s expense, as many copies of said prospectus as necessary for distribution, at the Company’s expense, to existing contractowners.  The Fund or CSAMSI will provide the copies of said prospectus to the Company or to its mailing agent.  If requested by the Company, the Fund or CSAMSI will provide such documentation, including a computer diskette of the Company’s specification or a final copy of a current prospectus set in type at the Fund’s or its affiliate’s expense, and such other assistance as is reasonably necessary in order for the Company at least annually (or more frequently if the Fund prospectus is amended more frequently) to have the Fund’s prospectus, the prospectus for the Contracts and the prospectuses of other mutual funds in which assets attributable to the Contracts may be invested printed together in one document (the “Multifund Prospectus”), in which case the Fund or its affiliate will bear its reasonable share of expenses as described above, allocated based on the proportionate number of pages of the Fund’s and other fund’s respective portions of the document.

 

3.2.          The Fund or CSAMSI will provide the Company, at the Fund’s or its affiliate’s expense, with as many copies of the statement of additional information as the Company may reasonably request for distribution, at the Company’s expense, to prospective contractowners and applicants.  The Fund or CSAMSI will provide, at the Fund’s or its affiliate’s expense, as many copies of said statement of additional information as necessary for distribution, at the Company’s expense, to any existing contractowner who requests such statement or whenever state or federal law otherwise requires that such statement be provided.  The Fund or CSAMSI will provide the copies of said statement of additional information to the Company or to its mailing agent.

 

3.3.          To the extent that the Fund or CSAMSI desires to change (whether by revision or supplement) any of the information contained in any form of Fund prospectus or statement of additional information provided to the Company for inclusion in a Multifund Prospectus, the Company agrees to make such changes within a

 

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reasonable period of time after receipt of a request to make such change from the Fund or CSAMSI, subject to the following limitation.  To the extent that the Fund is legally required to make a change to a Fund prospectus or statement of additional information provided to the Company for inclusion in a Multifund Prospectus, the Company agrees to make any such change as soon as possible following receipt of the form of revised prospectus and/or statement of additional information or supplement, as applicable, but in no event later than five days following receipt.  To the extent that the Fund is required by law to cease selling shares of a Designated Portfolio, the Company agrees to cease offering shares of the Designated Portfolio until the Fund or CSAMSI notifies the Company otherwise.

 

3.4.          The Fund or CSAMSI, at the Fund’s or its affiliate’s expense, will provide the Company or its mailing agent with copies of its proxy material, if any, reports to shareholders and other communications to shareholders in such quantity as the Company will reasonably require.  The Company will distribute this proxy material, reports and other communications to existing contractowners and tabulate the votes.

 

3.5.          If and to the extent required by law the Company will:

 

(a)           solicit voting instructions from contractowners;

 

(b)           vote the shares of the Designated Portfolios held in the Account in accordance with instructions received from contractowners; and

 

(c)           vote shares of the Designated Portfolios held in the Account for which no timely instructions have been received, as well as shares it owns, in the same proportion as shares of such Designated Portfolio for which instructions have been received from the Company’s contractowners;

 

so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contractowners.  Except as set forth above, the Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law.  The Company will be responsible for assuring that each of its separate accounts participating in the Fund calculates voting privileges in a manner consistent with all legal requirements, including the Mixed and Shared Funding Exemptive Order.

 

3.6.          The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Fund either will provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, will comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b).  Further, the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the SEC may promulgate with respect thereto.

 

ARTICLE IV.   Sales Material and Information

 

4.1.          CSAMSI will provide the Company on a timely basis with investment performance information for each Designated Portfolio in which the Company maintains an Account, including total return for the preceding calendar month and calendar quarter, the calendar year to date, and the prior one-year, five-year, and ten year (or life of the Designated Portfolio) periods.  The Company may, based on the SEC mandated

 

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information supplied by CSAMSI, prepare communications for contractowners (“Contractowner Materials”).  The Company will provide copies of all Contractowner Materials concurrently with their first use for CSAMSI’s internal recordkeeping purposes.  It is understood that neither CSAMSI nor any Designated Portfolio will be responsible for errors or omissions in, or the content of, Contractowner Materials except to the extent that the error or omission resulted from information provided by or on behalf of CSAMSI or the Designated Portfolio.  Any printed information that is furnished to the Company pursuant to this Agreement other than each Designated Portfolio’s prospectus or statement of additional information (or information supplemental thereto), periodic reports and proxy solicitation materials is CSAMSI’s sole responsibility and not the responsibility of any Designated Portfolio or the Fund. The Company agrees that the Portfolios, the shareholders of the Portfolios and the officers and governing Board of the Fund will have no liability or responsibility to the Company in these respects.

 

4.2.           The Company will not give any information or make any representations or statements on behalf of the Fund or concerning the Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement, prospectus or statement of additional information for Fund shares, as such registration statement, prospectus and statement of additional information may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in published reports for the Fund which are in the public domain or approved by the Fund or CSAMSI for distribution, or in sales literature or other material provided by the Fund, the Adviser or by CSAMSI, except with permission of CSAMSI.  The Fund and CSAMSI agree to respond to any request for approval on a prompt and timely basis.  The Company will furnish, or will cause to be furnished, to the Fund, the Adviser or CSAMSI, each piece of sales literature or other promotional material in which the Company or its Account is named, at least ten (10) business days prior to its use.  No such sales literature or other promotional material which requires the permission of CSAMSI prior to use will be used if CSAMSI reasonably objects to such use within five (5) business days after receipt.

 

Nothing in this Section 4.2 will be construed as preventing the Company or its employees or agents from giving advice on investment in the Fund.

 

4.3.           The Fund, the Adviser and CSAMSI will not give any information or make any representations or statements on behalf of the Company or concerning the Company, each Account, or the Contracts other than the information or representations contained in a registration statement, prospectus or statement of additional information for the Contracts, as such registration statement, prospectus and statement of additional information may be amended or supplemented from time to time, or in published reports for each Account or the Contracts which are in the public domain or approved by the Company for distribution to contractowners, or in sales literature or other material provided by the Company, except with permission of the Company.  The Company agrees to respond to any request for approval on a prompt and timely basis.  The Fund, the Adviser or CSAMSI will furnish, or will cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company or its Account is named at least ten (10) business days prior to its use.  No such material will be used if the Company reasonably objects to such use within five (5) business days after receipt of such material.

 

4.4.           The Fund will provide to the Company at least one complete copy of all registration statements, prospectuses, statements of additions information, reports and other material filing that relates to the Fund or its shares, promptly after the filing of such document with the SEC, FINRA or other regulatory authority.

 

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4.5.          The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, statements of additional information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or each Account, contemporaneously with the filing of such document with the SEC, FINRA or other regulatory authority.

 

4.6.          For purposes of this Article IV, the phrase “sales literature or other promotional material” includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media (e.g., on-line networks such as the Internet or other electronic messages)), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisements sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, statements of additional information, shareholder reports, proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the NASD rules, the 1933 Act or the 1940 Act.

 

4.7.          The Fund and CSAMSI hereby consent to the Company’s use of the names of each Designated Portfolio, in connection with the marketing of the Contracts, subject to the terms of Sections 4.1 and 4.2 of this Agreement.  Such consent will continue only as long as any Contracts are invested in the relevant Designated Portfolio.  The Company hereby consents to the use of the Company’s name and logo by the Fund, CSAM, CSAMSI or any of their affiliates (the “Licensees”) for marketing purposes, including the use of the Company’s name on a website sponsored, hosted or maintained by the Licensees.

 

ARTICLE V.   Fees and Expenses

 

5.1.          The Fund, the Adviser and CSAMSI will pay no fee or other compensation to the Company (other than as set forth in the administrative services letter agreement between CSAMSI and the Company) except if the Fund or any Designated Portfolio adopts and implements a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution expenses, then, subject to obtaining any required exemptive orders or other regulatory approvals, the Fund may make payments to the Company or to the underwriter for the Contracts if and in such amounts agreed to by the Fund in writing.

 

5.2.          All expenses incident to performance by the Fund of this Agreement will be paid by the Fund to the extent permitted by law.  The Fund will bear the expenses for the cost of registration and qualification of the Fund’s shares; preparation and filing of the Fund’s prospectus, statement of additional information and registration statement, proxy materials and reports; setting in type and printing the Fund’s prospectus; setting in type and printing proxy materials and reports by it to contractowners (including the costs of printing a Fund prospectus that contains an annual report); the preparation of all statements and notices required by any federal or state law; all taxes on the issuance or transfer of the Fund’s shares; any expenses permitted to be paid or assumed by the Fund pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act; and all other expenses set forth in Article III of this Agreement.

 

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ARTICLE VI.   Diversification

 

6.1.          The Adviser will ensure that the Fund will at all times invest money from the Contracts in such a manner as to ensure that the Contracts will be treated as variable annuity contracts under the Internal Revenue Code and the regulations issued thereunder.  Without limiting the scope of the foregoing, the Fund will comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation 1.817-5, as amended from time to time, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts and any amendments or other modifications to such Section or Regulation.  In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: (a) to notify the Company of such breach; and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5.

 

ARTICLE VII.   Potential Conflicts

 

7.1.          The Board of Trustees of the Fund (the “Fund Board”) will monitor the Fund for the existence of any irreconcilable material conflict among the interests of the contractowners of all separate accounts investing in the Fund.  An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by Participating Insurance Companies or by variable annuity and variable life insurance contractowners; or (f) a decision by an insurer to disregard the voting instructions of contractowners.  The Fund Board will promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof.

 

7.2.          The Company will report any potential or existing conflicts of which it is aware to the Fund Board.  The Company agrees to assist the Fund Board in carrying out its responsibilities, as delineated in the Mixed and Shared Funding Exemptive Order, by providing the Fund Board with all information reasonably necessary for the Fund Board to consider any issues raised.  This includes, but is not limited to, an obligation by the Company to inform the Fund Board whenever contractowner voting instructions are to be disregarded.  The Company’s responsibilities hereunder will be carried out with a view only to the interest of contractowners.

 

7.3.          If it is determined by a majority of the Fund Board, or a majority of its disinterested trustees, that an irreconcilable material conflict exists, the Company will, at its expense and to the extent reasonably practicable (as determined by a majority of the disinterested trustees), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, up to and including:  (a) withdrawing the assets allocable to some or all of the Accounts from the Fund or any Designated Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the Fund, or submitting the question whether such segregation should be implemented to a vote of all affected contractowners and, as appropriate, segregating the assets of any appropriate group (i.e., variable annuity contractowners or variable life insurance contractowners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contractowners the option of making such a change; and (b) establishing a new registered management investment company or managed separate account.

 

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7.4.          If a material irreconcilable conflict arises because of a decision by the Company to disregard contractowner voting instructions, and the Company’s judgment represents a minority position or would preclude a majority vote, the Company may be required, at the Fund’s election, to withdraw the affected subaccount of the Account’s investment in the Fund and terminate this Agreement with respect to such subaccount; provided, however, that such withdrawal and termination will be limited to the extent required by the foregoing irreconcilable material conflict as determined by a majority of the disinterested trustees of the Fund Board.  No charge or penalty will be imposed as a result of such withdrawal.

 

7.5.          If a material irreconcilable conflict arises because a particular state insurance regulator’s decision applicable to the Company conflicts with the majority of other state insurance regulators, then the Company will withdraw the affected subaccount of the Account’s investment in the Fund and terminate this Agreement with respect to such subaccount; provided, however, that such withdrawal and termination will be limited to the extent required by the foregoing irreconcilable material conflict as determined by a majority of the disinterested directors of the Fund Board.  No charge or penalty will be imposed as a result of such withdrawal.

 

7.6.          For purposes of Sections 7.3 through 7.6 of this Agreement, a majority of the disinterested members of the Fund Board will determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund or the Adviser (or any other investment adviser to the Fund) be required to establish a new funding medium for the Contracts.  The Company will not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of contractowners materially affected by the irreconcilable material conflict.

 

7.7.          The Company will at least annually submit to the Fund Board such reports, materials or data as the Fund Board may reasonably request so that the Fund Board may fully carry out the duties imposed upon it as delineated in the Mixed and Shared Funding Exemptive Order, and said reports, materials and data will be submitted more frequently if deemed appropriate by the Fund Board.

 

7.8.          If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Mixed and Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Mixed and Shared Funding Exemptive Order, then:  (a) the Fund and/or the Participating Insurance Companies, as appropriate, will take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.5, 3.6, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement will continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

 

ARTICLE VIII.   Indemnification

 

8.1.                               Indemnification By The Company

 

(a)           The Company agrees to indemnify and hold harmless the Fund, the Adviser, CSAMSI, and each person, if any, who controls or is associated with the Fund, the Adviser or CSAMSI within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent of the foregoing (collectively, the “Indemnified Parties” for purposes of this Section 8.1) against any and all

 

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losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including reasonable legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements:

 

(1)           arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement, prospectus or statement of additional information for the Contracts or contained in the Contracts or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), including any prospectuses or statements of additional information of the Fund to which the Company has made any changes to the information provided to the Company or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated or necessary to make such statements not misleading in light of the circumstances in which they were made; provided that this agreement to indemnify will not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with written information furnished to the Company by the Fund, the Adviser or CSAMSI for use in the registration statement, prospectus or statement of additional information for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or

 

(2)           arise out of or as a result of statements or representations by or on behalf of the Company or wrongful conduct of the Company or persons under its control, with respect to the sale or distribution of the Contracts or Fund shares (other than statements or representations contained in the Fund registration statement, Fund prospectus, Fund statement of additional information, sales literature or other promotional material of the Fund not supplied by the Company or persons under its control); or

 

(3)           arise out of any untrue statement or alleged untrue statement of a material fact contained in the Fund registration statement, prospectus, statement of additional information or sales literature or other promotional material of the Fund (or amendment or supplement) or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make such statements not misleading in light of the circumstances in which they were made, if such a statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the Company or persons under its control; or

 

(4)           arise as a result of any failure by the Company to provide the services and furnish the materials under the terms of this Agreement; or

 

(5)           arise out of any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach by the Company of this Agreement, including, but not limited to, a failure to comply with the provisions of Section 3.3;

 

except to the extent provided in Sections 8.1(b) and 8.3 hereof.  This indemnification will be in addition to any liability that the Company otherwise may have.

 

(b)                                  No party will be entitled to indemnification under Section 8.1(a) to the extent such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, or gross negligence in the

 

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performance of such party’s duties under this Agreement, or by reason of such party’s reckless disregard of its obligations or duties under this Agreement by the party seeking indemnification.

 

(c)                                   The Indemnified Parties promptly will notify the Company of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Fund shares or the Contracts or the operation of the Fund.

 

8.2.                               Indemnification By The Adviser, the Fund and CSAMSI

 

(a)                                   The Adviser, the Fund and CSAMSI, in each case solely to the extent relating to such party’s responsibilities hereunder, agree to indemnify and hold harmless the Company and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent of the foregoing (collectively, the “Indemnified Parties” for purposes of this Section 8.2) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements:

 

(1)           arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing) or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated or necessary to make such statements not misleading in light of the circumstances in which they were made (in each case substantially as transmitted to you by the Fund or CSAMSI), provided that this agreement to indemnify will not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Adviser, CSAMSI or the Fund by or on behalf of the Company for use in the registration statement, prospectus or statement of additional information for the Fund or in sales literature of the Fund (or any amendment or supplement thereto) or otherwise for use in connection with the sale of the Contracts or Fund shares; or

 

(2)           arise out of or as a result of statements or representations or wrongful conduct of the Adviser, the Fund or CSAMSI or persons under the control of the Adviser, the Fund or CSAMSI respectively, with respect to the sale of the Fund shares (other than statements or representations contained in a registration statement, prospectus, statement of additional information, sales literature or other promotional material covering the Contracts not supplied by CSAMSI or persons under its control); or

 

(3)           arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, statement of additional information or sales literature or other promotional material covering the Contracts (or any amendment or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated or necessary to make such statement or statements not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by the Adviser, the Fund or CSAMSI or persons under the control of the Adviser, the Fund or CSAMSI; or

 

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(4)           arise as a result of any failure by the Fund, the Adviser or CSAMSI to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto specified in Article VI of this Agreement); or

 

(5)           arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Fund or CSAMSI in this Agreement, or arise out of or result from any other material breach of this Agreement by the Adviser the Fund or CSAMSI;

 

except to the extent provided in Sections 8.2(b) and 8.3 hereof.   These indemnifications will be in addition to any liability that the Fund, Adviser or CSAMSI otherwise may have.

 

(b)                                  No party will be entitled to indemnification under Section 8.2(a) to the extent such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party’s duties under this Agreement, or by reason of such party’s reckless disregard of its obligations or duties under this Agreement by the party seeking indemnification.

 

(c)                                   The Indemnified Parties will promptly notify the Adviser, the Fund and CSAMSI of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts or the operation of the account.

 

8.3.                               Indemnification Procedure

 

Any person obligated to provide indemnification under this Article VIII (“Indemnifying Party” for the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII (“Indemnified Party” for the purpose of this Section 8.3) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice.  In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof.  The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action.  After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party’s election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between

 

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them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment.  A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII.  The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

 

ARTICLE IX.   Applicable Law

 

9.1.                               This Agreement will be construed and the provisions hereof interpreted under and in accordance with the laws of the State of New York.

 

9.2.                               This Agreement will be subject to the provisions of the 1933 Act, the 1934 Act and the 1940 Act, and the rules and regulations and rulings thereunder, including such exemptions from those statutes, rules and regulations as the SEC may grant (including, but not limited to, the Mixed and Shared Funding Exemptive Order) and the terms hereof will be interpreted and construed in accordance therewith.

 

ARTICLE X.   Termination

 

10.1.                         This Agreement will terminate:

 

(a)           at the option of any party, with or without cause, with respect to some or all of the Designated Portfolios, upon ninety (90) days’ advance written notice to the other parties; or

 

(b)           at the option of the Company, upon receipt of the Company’s written notice by the other parties, with respect to any Designated Portfolio if shares of the Designated Portfolio are not reasonably available to meet the requirements of the Contracts as determined in good faith by the Company; or

 

(c)           at the option of the Company, upon receipt of the Company’s written notice by the other parties, with respect to any Designated Portfolio in the event any of the Designated Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or Federal law or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by Company; or

 

(d)           at the option of the Fund, upon receipt of the Fund’s written notice by the other parties, upon institution of formal proceedings against the Company by FINRA, the SEC, the insurance commission of any state or any other regulatory body regarding the Company’s duties under this Agreement or related to the sale of the Contracts, the administration of the Contracts, the operation of the Account, or the purchase of the Fund shares, provided that the Fund determines in its sole judgment, exercised in good faith, that any such proceeding would have a material adverse effect on the Company’s ability to perform its obligations under this Agreement; or

 

(e)           at the option of the Company, upon receipt of the Company’s written notice by the other parties, upon institution of formal proceedings against the Fund, Adviser or CSAMSI by FINRA, the SEC, or any state securities or insurance department or any other regulatory body, provided that the Company determines in its sole judgment, exercised in good faith, that any such proceeding would have a material

 

16



 

adverse effect on the Fund’s, Adviser’s or CSAMSI’s ability to perform its obligations under this Agreement; or

 

(f)            at the option of the Company, upon receipt of the Company’s written notice by the other parties, with respect to any Designated Portfolio if the Designated Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, or under any successor or similar provision, or if the Company reasonably and in good faith believes that the Designated Portfolio may fail to so qualify; or

 

(g)           at the option of the Company, upon receipt of the Company’s written notice by the other parties, with respect to any Designated Portfolio if the Designated Portfolio fails to meet the diversification requirements specified in Article VI hereof or if the Company reasonably and in good faith believes the Designated Portfolio may fail to meet such requirements; or

 

(h)           at the option of any party to this Agreement, upon written notice to the other parties, upon another party’s material breach of any provision of this Agreement which material breach is not cured within thirty (30) days of said notice; or

 

(i)            at the option of the Company, if the Company determines in its sole judgment exercised in good faith, that either the Fund, the Adviser or CSAMSI has suffered a material adverse change in its business, operations or financial condition since the date of this Agreement or is the subject of material adverse publicity which is likely to have a material adverse impact upon the business and operations of the Company, such termination to be effective sixty (60) days after receipt by the other parties of written notice of the election to terminate; or

 

(j)            at the option of the Fund or CSAMSI, if the Fund or CSAMSI respectively, determines in its sole judgment exercised in good faith, that the Company has suffered a material adverse change in its business, operations or financial condition since the date of this Agreement or is the subject of material adverse publicity which is likely to have a material adverse impact upon the business and operations of the Fund or the Adviser, such termination to be effective sixty (60) days’ after receipt by the other parties of written notice of the election to terminate; or

 

(k)           at the option of the Company or the Fund upon receipt of any necessary regulatory approvals and/or the vote of the contractowners having an interest in the Account (or any subaccount) to substitute the shares of another investment company for the corresponding Designated Portfolio shares of the Fund in accordance with the terms of the Contracts for which those Designated Portfolio shares had been selected to serve as the underlying investment media. The Company will give sixty (60) days’ prior written notice to the Fund of the date of any proposed vote or other action taken to replace the Fund’s shares; or

 

(l)            at the option of the Company or the Fund upon a determination by a majority of the Fund Board, or a majority of the disinterested Fund Board members, that an irreconcilable material conflict exists among the interests of:  (1) all contractowners of variable insurance products of all separate accounts; or (2) the interests of the Participating Insurance Companies investing in the Fund as set forth in Article VII of this Agreement; or

 

17



 

(m)          at the option of the Fund in the event any of the Contracts are not issued or sold in accordance with applicable federal and/or state law.  Termination will be effective immediately upon such occurrence without notice.

 

10.2.         Notice Requirement

 

Except as specified in Section 10.1(m), no termination of this Agreement will be effective unless and until the party terminating this Agreement gives prior written notice to all other parties of its intent to terminate, which notice will set forth the basis for the termination.

 

10.3.         Surviving Provisions

 

Notwithstanding any termination of this Agreement, each party’s obligations under Article VIII to indemnify other parties will survive and not be affected by any termination of this Agreement.  In addition, each party’s obligations under Section 12.6 will survive and not be affected by any termination of this Agreement.  Finally, with respect to Existing Contracts, all provisions of this Agreement also will survive and not be affected by any termination of this Agreement.

 

ARTICLE XI.   Notices

 

11.1.         Any notice will be deemed duly given when sent by registered or certified mail to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other parties.

 

If to the Company:

If to the Fund, the Adviser and/or CSAMSI:

 

Eleven Madison Avenue

 

New York, New York 10010

 

Attn:  General Counsel, Legal Department

 

ARTICLE XII.   Miscellaneous

 

12.1.         The Fund, the Adviser and CSAMSI acknowledge that the identities of the customers of the Company or any of its affiliates (collectively the “Company Protected Parties” for purposes of this Section 12.1), information maintained regarding those customers, and all computer programs and procedures or other information developed or used by the Company Protected Parties or any of their employees or agents in connection with the Company’s performance of its duties under this Agreement are the valuable property of the Company Protected Parties.  The Fund, the Adviser and CSAMSI agree that if they come into possession of any list or compilation of the identities of or other information about the Company Protected Parties’ customers, or any other information or property of the Company Protected Parties, other than such information as is publicly available or as may be independently developed or compiled by the Fund, the

 

18



 

Adviser or CSAMSI from information supplied to them by the Company Protected Parties’ customers who also maintain accounts directly with the Fund, the Adviser or CSAMSI, the Fund, the Adviser and CSAMSI will hold such information or property in confidence and refrain from using, disclosing or distributing any of such information or other property except: (a) with the Company’s prior written consent; or (b) as required by law or judicial process.  The Company acknowledges that the identities of the customers of the Fund, the Adviser, CSAMSI or any of their affiliates (collectively the “Adviser Protected Parties” for purposes of this Section 12.1), information maintained regarding those customers, and all computer programs and procedures or other information developed or used by the Adviser Protected Parties or any of their employees or agents in connection with the Fund’s, the Adviser’s or CSAMSI’s performance of their respective duties under this Agreement are the valuable property of the Adviser Protected Parties.  The Company agrees that if it comes into possession of any list or compilation of the identities of or other information about the Adviser Protected Parties’ customers, or any other information or property of the Adviser Protected Parties, other than such information as is publicly available or as may be independently developed or compiled by the Company from information supplied to them by the Adviser Protected Parties’ customers who also maintain accounts directly with the Company, the Company will hold such information or property in confidence and refrain from using, disclosing or distributing any of such information or other property except: (a) with the Fund’s, the Adviser’s or CSAMSI’s prior written consent; or (b) as required by law or judicial process.  Each party acknowledges that any breach of the agreements in this Section 12.1 would result in immediate and irreparable harm to the other parties for which there would be no adequate remedy at law and agree that in the event of such a breach, the other parties will be entitled to equitable relief by way of temporary and permanent injunctions, as well as such other relief as any court of competent jurisdiction deems appropriate.

 

12.2.        The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.

 

12.3.        This Agreement may be executed simultaneously in two or more counterparts, each of which taken together will constitute one and the same instrument.

 

12.4.        If any provision of this Agreement will be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement will not be affected thereby.

 

12.5.        This Agreement will not be assigned by any party hereto without the prior written consent of all the parties; provided, however, that CSAMSI may assign without further consent of the parties hereto, in whole or in part, its responsibilities hereunder as Fund distributor, to a third party distributor which may be appointed to serve as Fund distributor.

 

12.6.        Each party to this Agreement will maintain all records required by law, including records detailing the services it provides.  Such records will be preserved, maintained and made available to the extent required by law and in accordance with the 1940 Act and the rules thereunder.  Each party to this Agreement will cooperate with each other party and all appropriate governmental authorities (including without limitation the SEC, FINRA and state insurance regulators) and will permit each other and such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby.  Upon request by the Fund or CSAMSI, the Company agrees to promptly make copies or, if required, originals of all records pertaining to the performance of services under this Agreement available to the Fund or CSAMSI, as the case may be.  The Fund agrees that the Company will have the right to inspect, audit and copy all records pertaining to the performance of services under this Agreement pursuant to the requirements of any state insurance department.  Each party also agrees to promptly notify the other parties if it experiences any difficulty in maintaining the records in an accurate and complete manner.  This provision will survive termination of this Agreement.

 

19



 

12.7.        Each party represents that the execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all necessary corporate or board action, as applicable, by such party and when so executed and delivered this Agreement will be the valid and binding obligation of such party enforceable in accordance with its terms.

 

12.8.        The parties to this Agreement acknowledge and agree that all liabilities of the Fund arising, directly or indirectly, under this agreement, will be satisfied solely out of the assets of the Fund and that no trustee, officer, agent or holder of shares of beneficial interest of the Fund will be personally liable for any such liabilities.  No Portfolio or series of the Fund will be liable for the obligations or liabilities of any other Portfolio or series.

 

12.9.        The parties to this Agreement may amend the schedules to this Agreement from time to time to reflect changes in or relating to the Contracts, the Accounts or the Designated Portfolios of the Fund or other applicable terms of this Agreement.

 

12.10.      The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights.

 

IN WITNESS WHEREOF , each of the parties hereto has caused this Agreement to be executed in its name and behalf by its duly authorized representative as of the date specified below.

 

 

INSURANCE COMPANY

 

 

 

 

 

By:

 

 

 

Name:

 

 

 

Title:

 

 

 

 

 

 

CREDIT SUISSE TRUST

 

 

 

 

 

By:

 

 

 

Name:

 

 

 

Title:

 

 

 

 

 

 

CREDIT SUISSE ASSET MANAGEMENT, LLC

 

 

 

 

 

By:

 

 

 

Name:

 

 

 

Title:

 

 

 

 

 

 

CREDIT SUISSE ASSET MANAGEMENT SECURITIES, INC.

 

 

 

By:

 

 

 

Name:

 

 

 

Title:

 

 

 

 

20



 

Schedule 1

PARTICIPATION AGREEMENT

By and Among

                                       INSURANCE COMPANY

And

CREDIT SUISSE TRUST

And

CREDIT SUISSE ASSET MANAGEMENT, LLC

And

CREDIT SUISSE ASSET MANAGEMENT SECURITIES, INC.

 

The following separate accounts are permitted in accordance with the provisions of this Agreement to invest in Designated Portfolios of the Fund shown in Schedule 2:

 

 

21



 

Schedule 2

PARTICIPATION AGREEMENT

By and Among

                                         INSURANCE COMPANY

And

CREDIT SUISSE TRUST

And

CREDIT SUISSE ASSET MANAGEMENT, LLC

And

CREDIT SUISSE ASSET MANAGEMENT SECURITIES, INC.

 

The Separate Account(s) shown on Schedule 1 may invest in the following Designated Portfolios of the Credit Suisse Trust available for purchase:

 

Emerging Markets Portfolio

Large Cap Value Portfolio

International Focus Portfolio

Global Small Cap Portfolio

Small Cap Growth Portfolio

Mid-Cap Growth Portfolio

Blue Chip Portfolio

Small Cap Value Portfolio

Commodity Return Strategy Portfolio

 

22


Exhibit 99.(h)(7)

 

SECURITIES LENDING AUTHORIZATION AGREEMENT

 

Between

 

THE CREDIT SUISSE FUNDS

LISTED ON SCHEDULE B

 

and

 

STATE STREET BANK AND TRUST COMPANY

 



 

TABLE OF CONTENTS

 

 

 

Page

 

 

 

1.

Definitions

1

 

 

 

2.

Appointment of State Street

2

 

 

 

3.

Securities to be Loaned

2

 

 

 

4.

Borrowers

2

 

 

 

5.

Securities Loan Agreements

3

 

 

 

6.

Loans of Available Securities

3

 

 

 

7.

Distributions on and Voting Rights with Respect to Loaned Securities

4

 

 

 

8.

Collateral

4

 

 

 

9.

Investment of Cash Collateral and Compensation

6

 

 

 

10.

Fee Disclosure

7

 

 

 

11.

Recordkeeping and Reports

7

 

 

 

12.

Standard of Care

8

 

 

 

13.

Representations and Warranties

8

 

 

 

14.

Borrower Default Indemnification

9

 

 

 

15.

Continuing Agreement and Termination; Assignment

10

 

 

 

16.

Notices

10

 

 

 

17.

Securities Investors Protection Act of 1970 Notice

11

 

 

 

18.

Authorized Representatives

11

 

 

 

19.

Non-US Disclosures, Acknowledgements and Related Provisions

12

 

 

 

20.

Miscellaneous

12

 

 

 

21.

Counterparts

13

 

 

 

22.

Modification

13

 



 

EXHIBITS AND SCHEDULES

 

SCHEDULE A (Schedule of Fees)

 

SCHEDULE B (Funds)

 

EXHIBIT 4.2 (“MOD-2 form”)

 

SCHEDULE 8.1 (Acceptable Forms of Collateral)

 



 

SECURITIES LENDING AUTHORIZATION AGREEMENT

 

Agreement dated the 17th day of March, 2004 between each of the CREDIT SUISSE FUNDS listed on Schedule B (each a “Company”) on behalf of itself or each of its portfolios, if any, listed on Schedule B , severally and not jointly, each a registered management investment company organized and existing under the laws of Massachusetts, Delaware or Maryland, as the case may be, and STATE STREET BANK AND TRUST COMPANY, its affiliates or subsidiaries (“State Street”), setting forth the terms and conditions under which State Street is authorized to act on behalf of each Company with respect to the lending of certain securities of such Company held by State Street as custodian.

 

This Agreement shall be deemed for all purposes to constitute a separate and discrete agreement between State Street and each of the portfolio of shares of each Company as listed on Schedule B to this Agreement (each Company acting on behalf of itself or each of its portfolios, if any, a “Fund” and collectively, the “Funds”) as it may be amended by the parties, and no Fund shall be responsible or liable for any of the obligations of any other Fund under this Agreement or otherwise, notwithstanding anything to the contrary contained herein.

 

NOW, THEREFORE, in consideration of the mutual promises and of the mutual covenants contained herein, each of the parties does hereby covenant and agree as follows:

 

1.                                        Definitions .  For the purposes hereof:

 

(a)           “Authorized Representative” means any person who is, or State Street reasonably believes to be, authorized to act on behalf of a Fund with respect to any of the transactions contemplated by this Agreement.

 

(b)           “Available Securities” means the securities of the Funds that are available for Loans pursuant to Section 3.

 

(c)           “Borrower” means any of the entities to which Available Securities may be loaned under a Securities Loan Agreement, as described in Section 4.

 

(d)           “Collateral” means collateral delivered by a Borrower to secure its obligations under a Securities Loan Agreement.

 

(e)           “Investment Manager” when used in any provision, means the person or entity who has discretionary authority over the investment of the Available Securities to which the provision applies.

 

(f)            “Loan” means a loan of Available Securities to a Borrower.

 

(g)           “Loaned Security” shall mean any “security” which is delivered as a Loan under a Securities Loan Agreement; provided that, if any new or different security shall be exchanged for any Loaned Security by recapitalization, merger, consolidation, or other corporate action, such new or different security shall, effective upon such exchange, be deemed to become a Loaned Security in substitution for the former Loaned Security for which such exchange was made.

 

1



 

(h)           “Market Value” of a security means the market value of such security (including, in the case of a Loaned Security that is a debt security, the accrued interest on such security) as determined by the independent pricing service designated by State Street, or such other independent sources as may be selected by State Street on a reasonable basis.

 

(i)            “Securities Loan Agreement” means the agreement between a Borrower and State Street (on behalf of the Funds) that governs Loans, as described in Section 5.

 

(j)            “Replacement Securities” means securities of the same issuer, class and denomination as Loaned Securities.

 

2.                                        Appointment of State Street .

 

Each Fund hereby appoints and authorizes State Street as its agent to lend Available Securities to Borrowers in accordance with the terms of this Agreement.  Each Fund agrees and understands that State Street may utilize its affiliate State Street Bank Europe Limited in the lending of Available Securities but that State Street shall remain liable for any and all actions or omissions of State Street Bank Europe Limited.  State Street shall have the responsibility and authority to do or cause to be done all acts State Street shall determine to be desirable, necessary, or appropriate to implement and administer this securities lending program.  Each Fund agrees that State Street is acting as a fully disclosed agent and not as principal in connection with the securities lending program.  State Street may take action as agent of the Fund on an undisclosed or a disclosed basis.  State Street is also hereby authorized to request The Bank of New York or JPMorgan Chase Bank to undertake certain custodial functions in connection with holding of the Collateral provided by a Borrower pursuant to the terms hereof upon the approval by the Board of Directors or Trustees, as the case may be, of each Company.  Once approved, State Street may instruct The Bank of New York or JPMorgan Chase Bank to establish and maintain a Borrower’s account and a State Street account wherein all Collateral, including cash, shall be maintained by such bank (as applicable) in accordance with the terms of a form of custodial arrangement which shall also be consistent with the terms hereof.

 

3.                                        Securities to be Loaned .

 

All of the Fund’s securities held by State Street as agent, trustee or custodian shall be subject to this securities lending program and constitute Available Securities hereunder, subject to applicable laws and regulations, except (i) those securities which the Fund or the Investment Manager specifically identifies herein or in notices to State Street as not being Available Securities, or (ii) securities for which sales/Loans are legally restricted.  In the absence of any such identification herein or other notices identifying specific securities as not being Available Securities, State Street shall have no authority or responsibility for determining whether any of the Fund’s securities should be excluded from the securities lending program.

 

4.                                        Borrowers .

 

The Available Securities may be loaned to any Borrower identified on the Schedule of Borrowers, as such Schedule may be modified from time to time by State Street and the Fund.

 

2



 

State Street shall not be responsible for any statements, representations, warranties or covenants made by any Borrower in connection with any Loan or for any Borrower’s performance of or failure to perform the terms of any Loan under the applicable Securities Loan Agreement or any related agreement, including the failure to make any required payments, except as otherwise expressly provided herein.

 

5.                                        Securities Loan Agreements .

 

Each Fund authorizes State Street to enter into one or more Securities Loan Agreements with such Borrowers as may be selected by State Street.  Each Securities Loan Agreement shall have such terms and conditions as State Street may negotiate with the Borrower, provided that they do not contain terms or conditions contrary to or inconsistent with this Agreement.  Certain terms of individual Loans, including rebate fees to be paid to the Borrower for the use of cash Collateral, shall be negotiated at the time a Loan is made.

 

6.                                        Loans of Available Securities .

 

State Street shall be responsible for determining whether any Loans shall be made and shall have the authority to terminate any Loan in its discretion, at any time and without prior notice to the Fund.

 

Each Fund acknowledges that State Street administers securities lending programs for other clients of State Street.  State Street will allocate securities lending opportunities among its clients, using reasonable and equitable methods established by State Street from time to time.  State Street does not represent or warrant that any amount or percentage of the Fund’s Available Securities will in fact be loaned to Borrowers.  Each Fund agrees that it shall have no claim against State Street and State Street shall have no liability arising from, based on, or relating to, loans made for other clients, or loan opportunities refused hereunder, whether or not State Street has made fewer or more loans for any other client, and whether or not any loan for another client, or the opportunity refused, could have resulted in loans made under this Agreement.

 

Each Fund also acknowledges that, under the applicable Securities Loan Agreements, the Borrowers will not be required to return Loaned Securities immediately upon receipt of notice from State Street terminating the applicable Loan, but instead will be required to return such Loaned Securities within such period of time following such notice as is specified in the applicable Securities Loan Agreement and in no event later than the end of the customary settlement period.  Upon receiving a notice from the Fund or the Investment Manager that Available Securities which have been loaned to a Borrower should no longer be considered Available Securities (whether because of the sale of such securities, the desire of the Investment Manager to vote with respect to such securities, or otherwise), State Street shall use its best efforts to notify promptly thereafter the Borrower which has borrowed such securities that the Loan of such Available Securities is terminated and that such Available Securities are to be returned within the time specified by the applicable Securities Loan Agreement and in no event later than the end of the customary settlement period.  Each Fund agrees that in the event of a default by a Borrower with respect to a Loan, subject to Section 12 hereof, State Street shall be fully protected in acting in its sole discretion in a manner it deems appropriate.

 

3



 

7.                                        Distributions on and Voting Rights with Respect to Loaned Securities .

 

Each Fund represents and warrants that it is the legal and beneficial owner of (or exercises complete investment discretion over) all Available Securities free and clear of all liens, claims, security interests and encumbrances (other than in the ordinary course or as required by Section 18 of the Investment Company Act of 1940, as amended (the “1940 Act”)) and no such security has been sold, and that it is entitled to receive all distributions made by the issuer with respect to Loaned Securities.  Except as provided in the next sentence, all interest, dividends, and other distributions paid with respect to Loaned Securities shall be credited to the Fund’s account on the date such amounts are delivered by the Borrower to State Street.  Any non-cash distribution on Loaned Securities which is in the nature of a stock split or a stock dividend shall be added to the Loan (and shall be considered to constitute Loaned Securities) as of the date such non-cash distribution is received by the Borrower; provided that the Fund or Investment Manager may, by giving State Street ten (10) business days’ notice prior to the date of such non-cash distribution, direct State Street to request that the Borrower deliver such non-cash distribution to State Street, pursuant to the applicable Securities Loan Agreement, in which case State Street shall credit such non-cash distribution to the Fund’s account on the date it is delivered to State Street.

 

Except as set forth in Section 6, each Fund acknowledges that it will not be entitled to participate in any dividend reinvestment program or to vote with respect to Available Securities that are on loan on the applicable record date for such Available Securities.

 

Each Fund also acknowledges that any payments of distributions from Borrower to the Fund are in substitution for the interest or dividend accrued or paid in respect of Loaned Securities and that the tax and accounting treatment of such payment may differ from the tax and accounting treatment of such interest or dividend.

 

If an installment, call or rights issue becomes payable on or in respect of any Loaned Securities, State Street shall use all reasonable endeavors to ensure that any timely instructions from a Fund or its Investment Manager are complied with, but State Street shall not be required to make any payment unless the Fund has first provided State Street with funds to make such payment.

 

8.                                        Collateral .

 

(a)           Receipt of Collateral .  Each Fund hereby authorizes State Street (or The Bank of New York or JPMorgan Chase Bank as described in Section 2 above) to receive and to hold, on the Fund’s behalf, Collateral from Borrowers to secure the obligations of Borrowers with respect to any Loan of Available Securities made on behalf of the Fund pursuant to the Securities Loan Agreements.  All investments of cash Collateral shall be for the account and at the risk of the Fund and the Collateral of a Fund may be used only to support the obligations and accounts of that Fund.  Concurrently with or prior to the delivery of the Loaned Securities to the Borrower under any Loan, State Street shall receive from the Borrower Collateral in any of the forms listed on Schedule 8.1 .  Said Schedule may be amended from time to time by State Street and the Fund.

 

4



 

(b)           Marking to Market .  The initial Collateral received shall have (i) in the case of Loaned Securities denominated in United States Dollars or whose primary trading market is located in the United States, sovereign debt issued by foreign governments or corporate bonds that are not denominated in United States Dollars, a value of 102% of the Market Value of the Loaned Securities, or (ii) in the case of Loaned Securities which are not denominated in United States Dollars or whose primary trading market is not located in the United States (and not referenced in (i)), a value of 105% of the Market Value of the Loaned Securities, or (iii) in the case of Loaned Securities comprised of UK Gilts, a value of 102.5% of the Market Value of the Loaned Securities, or (iv) in all other cases, such other value, but not less than 102% of the Market Value of the Loaned Securities, as may be applicable in the jurisdiction in which such Loaned Securities are customarily traded.

 

Pursuant to the terms of the applicable Securities Loan Agreement, State Street shall, in accordance with State Street’s reasonable and customary practices, and prevailing industry practices, mark Loaned Securities and Collateral to their Market Value each business day based upon the Market Value of the Collateral and the Loaned Securities at the close of business employing the most recently available pricing information, and ensure that each applicable Securities Loan Agreement shall require each Borrower to deliver additional Collateral to State Street as follows:

 

In the case of a Loan of equities denominated in United States Dollars or whose primary trading market is located in the United States or corporate debt denominated in United States Dollars or whose primary trading market is located in the United States, the Borrower will be required to deliver additional Collateral in the event that the Market Value of the Collateral is less than one hundred and two percent (102%) of the Market Value of the Loan, and such additional Collateral together with the Collateral previously delivered shall have a Market Value of not less than one hundred and two percent (102%) of the Market Value of the Loan.

 

In the case of a Loan of equities which are not denominated in United States Dollars or whose primary trading market is not located in the United States, the Borrower will be required to deliver additional Collateral in the event that the Market Value of the Collateral is less than one hundred and five percent (105%) of the Market Value of the Loan, and such additional Collateral together with the Collateral previously delivered shall have a Market Value of not less than one hundred and five percent (105%) of the Market Value of the Loan.

 

In the case of a Loan of United States government securities (including securities issued by US agencies or instrumentalities), the Borrower will be required to deliver additional Collateral in the event that the Market Value of the Collateral provided with respect to such Loan is less than one hundred percent (100%) of the Market Value of the Loan.  Such additional Collateral, together with the Collateral previously delivered to State Street with respect to such Loan, and all other Loans with such Borrower as described in this paragraph, shall have a Market Value not less than one hundred and two percent (102%) of the Market Value of all such Loans.

 

(c)           Return of Collateral .  The Collateral shall be returned to Borrower at the termination of the Loan upon the return of the Loaned Securities by Borrower to State Street in accordance with the applicable Securities Loan Agreement.

 

5



 

(d)           Limitations .  State Street shall invest cash Collateral in accordance with any directions, including any limitations established by the Funds and set forth on Schedule A .  State Street shall exercise reasonable care, skill, diligence and prudence in the investment of Collateral.  Subject to the foregoing limits and standard of care, State Street does not assume any market or investment risk of loss with respect to the investment of cash Collateral.  If the value of the cash Collateral so invested is insufficient to return any and all other amounts due to such Borrower pursuant to the Securities Loan Agreement, the Fund shall be responsible for such shortfall as set forth in Section 9.

 

9.                                        Investment of Cash Collateral and Compensation .

 

To the extent that a Loan is secured by cash Collateral, such cash Collateral, including money received with respect to the investment of the same, or upon the maturity, sale, or liquidation of any such investments, shall be invested by State Street, subject to the directions referred to above, if any, in short-term instruments, short term investment funds maintained by State Street, money market mutual funds and such other investments as State Street may from time to time select, including without limitation, investments in obligations or other securities of State Street or of any State Street affiliate and investments in any short-term investment fund, mutual fund, securities lending trust or other collective investment fund with respect to which State Street and/or its affiliates provide investment management or advisory, trust, custody, transfer agency, shareholder servicing and/or other services for which they are compensated.  In its capacity as securities lending agent, State Street does not assume any market or investment risk of loss associated with any investment or change of investment in any such investments, including any cash collateral investment vehicle designated on Schedule A .

 

Each Fund acknowledges that interests in such mutual funds, securities lending trusts and other collective investment funds, to which State Street and/or one or more of its affiliates provide services are not guaranteed or insured by State Street or any of its affiliates or by the Federal Deposit Insurance Corporation or any government agency.  Each Fund hereby authorizes State Street to purchase or sell investments of cash Collateral to or from other accounts held by State Street or its affiliates.

 

The net income generated by any investment made pursuant to the first paragraph of this Section 9 shall be allocated among the Borrower, State Street, and the Fund, as follows:  (a) a portion of such income shall be paid to the Borrower in accordance with the agreement negotiated between the Borrower and State Street; (b) the balance, if any, shall be split between State Street, as compensation for its services in connection with this securities lending program, and the Fund and such income shall be credited to the Fund’s account, in accordance with the fee split set forth on Schedule A .

 

In the even the net income generated by any investment made pursuant to the first paragraph of this Section 9 does not equal or exceed the amount due the Borrower (the rebate fee for the use of cash Collateral) in accordance with the agreement between Borrower and State Street, State Street and the Fund shall, in accordance with the fee split set forth on Schedule A , share the amount equal to the difference between the net income generated and the amounts to be paid to the Borrower pursuant to the Securities Loan Agreement.  The Fund shall be solely responsible for (i) the payment of the rebate fee, subject to State Street’s obligations in the

 

6



 

immediately preceding sentence, (ii) the return of all Collateral pledged by the Borrower with respect to any Loan, (iii) the payment of interest, dividends and distributions on non-cash Collateral, (iv) the payment of any taxes imposed on a Loan hereunder and for which the Fund is responsible, and (v) the payment of any amounts erroneously credited to the Fund’s custody account and which are due and owing to either State Street or the Borrower, and State Street may debit the Fund’s account accordingly.  In the event debits to the Fund’s account produce a deficit therein, State Street shall notify the relevant Fund and, if the Fund fails to satisfy the deficit within 3 business days after receipt of the notice, State Street may sell or otherwise liquidate investments made with cash Collateral and credit the net proceeds of such sale or liquidation to satisfy the deficit.  In the event the foregoing does not eliminate the deficit, State Street shall have the right, after notice to the Fund involved, to charge the deficiency to any other account or accounts maintained by the Fund with State Street.

 

To the extent that a Loan is secured by non-cash Collateral, the Borrower shall be required to pay a loan premium, the amount of which shall be negotiated by State Street.  Such loan premium shall be allocated between State Street and the Fund as follows:  (a) a portion of such loan premium shall be paid to State Street as compensation for its services in connection with this securities lending program, in accordance with Schedule A hereto; and (b) the remainder of such loan premium shall be credited to the Fund’s account.

 

Each Fund hereby agrees that it shall reimburse State Street for any and all funds advanced by State Street on behalf of the Fund as a consequence of the Fund’s obligations hereunder, including the Fund’s obligation to return cash Collateral to the Borrower and to pay any fees due the Borrower, all as provided in Section 8 hereof.

 

Notwithstanding anything in this Agreement to the contrary, the minimum annual income to the Funds from the securities lending program described in this Agreement shall be governed by a separate agreement between the Funds and State Street.

 

10.                                  Fee Disclosure .

 

The fees associated with the investment of cash Collateral in funds maintained or advised by State Street are disclosed on Schedule A hereto.  Said fees may be changed from time to time by State Street upon prompt notice to the Funds.  An annual report with respect to such funds is available to the Funds, at no expense, upon request.

 

11.                                  Recordkeeping and Reports .

 

State Street will establish and maintain such records as are reasonably necessary to account for Loans that are made and the income derived therefrom.  On a monthly basis, State Street will provide the Funds with a statement describing the Loans made, and the income derived from the Loans, during the period covered by such statement.  Each party to this Agreement shall comply with the reasonable requests of the other for information necessary to the requester’s performance of its duties in connection with this securities lending program, including any information requested by the Funds’ board of directors/trustees.

 

7



 

12.                                  Standard of Care .

 

Subject to the requirements of applicable law, State Street shall not be liable for any loss or damage, including counsel fees and court costs, whether or not resulting from its acts or omissions hereunder or otherwise, unless the loss or damage arises out of State Street’s negligence, bad faith or willful misconduct.  Unless and to the extent State Street breaches such standard of care, and except as provided in Section 14, (a) State Street shall not be liable with respect to any losses incurred by the Funds in connection with its securities lending program or under any provision of this Agreement, and (b) each Fund, severally and not jointly, agrees to reimburse and to hold harmless State Street and its affiliates and its and their directors, officers, employees, agents and other representatives from and against any liability, taxes (other than any income taxes imposed on State Street), government charges, loss and expense, including reasonable counsel fees, expenses and court costs, arising out of or relating to (i) any breach of any representation, warranty or covenant by such Fund contained in this Agreement, any Securities Loan Agreement or with respect to any Loan or (ii) any claim, lawsuit or other proceeding by a third party, including any Borrower arising out of any Securities Loan Agreement and any Loans made thereunder with respect to such Fund.  State Street may charge any amounts to which it is entitled hereunder against the account of the relevant Fund.  Notwithstanding any provision to the contrary herein, no Fund shall be responsible for the obligations, costs or liabilities of any other Fund.

 

Notwithstanding any express provision to the contrary herein, neither State Street nor the Funds shall be liable for any consequential, incidental, special or exemplary damages even if such party been apprised of the likelihood of such damages occurring.

 

Each Fund acknowledges that in the event that its participation in securities lending generates income for the Fund, State Street may be required to withhold tax or may claim such tax from the Fund as is appropriate in accordance with applicable law.

 

State Street, in determining the Market Value of Securities, including without limitation, Collateral, may rely upon any recognized pricing service and shall not be liable for any errors made by such service, provided it complies with the standard of care in this Section 12.

 

13.                                  Representations and Warranties .

 

Each party hereto represents and warrants that (a) it has the power to execute and deliver this Agreement, to enter into the transactions contemplated hereby, and to perform its obligations hereunder; (b) it has taken all necessary action to authorize such execution, delivery, and performance; (c) this Agreement constitutes a legal, valid, and binding obligation enforceable against it; and (d) the execution, delivery, and performance by it of this Agreement will at all times comply with all applicable laws and regulations.

 

Each Fund represents and warrants that (a) it has made its own determination as to the tax and accounting treatment of any dividends, remuneration or other funds received hereunder; and (b) the financial statements delivered to State Street, at its reasonable request, fairly present its financial condition as of the dates of such financial statements.

 

8



 

The person executing this Agreement on behalf of the Funds represents that he or she has the authority to execute this Agreement on behalf of the Funds.

 

Each Fund hereby represents to State Street that:  (i) its policies and objectives generally permit it to engage in securities lending transactions; (ii) its policies generally permit it to purchase shares of the State Street Navigator Securities Lending Trust with cash Collateral; (iii) its participation in State Street’s securities lending program, including the investment of cash Collateral in the State Street Navigator Securities Lending Trust, and the existing series thereof has been approved by a majority of the directors or trustees which directors and trustees are not “interested persons” within the meaning of section 2(a)(19) of the 1940 Act, and such directors or trustees will evaluate the securities lending program no less frequently than annually to determine that the investment of cash Collateral in the State Street Navigator Securities Lending Trust, including any series thereof, is in the Fund’s best interest; and (iv) its registration statement provides appropriate disclosure concerning its securities lending activity.

 

Each Fund hereby further represents that it is not subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) with respect to this Agreement and the Securities; that it qualifies as an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended; and that the taxpayer identification number(s) and corresponding tax year-end are as set forth on Schedule B .

 

14.                                  Borrower Default Indemnification .

 

(a)           If at the time of a default by a Borrower with respect to a Loan (within the meaning of the applicable Securities Loan Agreement), some or all of the Loaned Securities under such Loan have not been returned by the Borrower, State Street shall indemnify the Fund against the failure of the Borrower as follows.  State Street shall purchase a number of Replacement Securities equal to the number of such unreturned Loaned Securities, to the extent that such Replacement Securities are available on the open market.  Such Replacement Securities shall be purchased by applying the proceeds of the Collateral with respect to such Loan to the purchase of such Replacement Securities.  Subject to the Fund’s obligations pursuant to Section 8(d) hereof, if and to the extent that such proceeds are insufficient or the Collateral is unavailable, the purchase of such Replacement Securities shall be made at State Street’s expense.

 

(b)           If State Street is unable to purchase Replacement Securities pursuant to Paragraph 14(a) hereof, State Street shall credit to the relevant Fund’s account an amount equal to the Market Value of the unreturned Loaned Securities for which Replacement Securities are not so purchased, determined as of (i) the last day the Collateral continues to be successfully marked to market by the Borrower against the unreturned Loaned Securities; or (ii) the next business day following the day referred to in (i) above, if higher.

 

(c)           In addition to making the purchases or credits required by Paragraphs (a) and (b) hereof, State Street shall credit to the Fund’s account the value of all distributions on the Loaned Securities (not otherwise credited to the Fund’s accounts with State Street), for record dates which occur before the date that State Street purchases Replacement Securities pursuant to Paragraph (a) or credit the Fund’s account pursuant to Paragraph (b).

 

9



 

(d)           Any credits required under Paragraphs (b) and (c) hereof shall be made by application of the proceeds of the Collateral, if any, that remains after the purchase of Replacement Securities pursuant to Paragraph (a).  If and to the extent that the Collateral is unavailable or the value of the proceeds of the remaining Collateral is less than the value of the sum of the credits required to be made under Paragraphs (b) and (c), such credits shall be made at State Street’s expense.

 

(e)           If after application of Paragraphs (a) through (d) hereof, additional Collateral remains or any previously unavailable Collateral becomes available or any additional amounts owed by the Borrower with respect to such Loan are received from the Borrower, State Street shall apply the proceeds of such Collateral or such additional amounts first to credit to the Fund’s account all other amounts owed by the Borrower to the Fund with respect to such Loan under the applicable Securities Loan Agreement and then to reimburse itself for any amounts expended by State Street pursuant to Paragraphs (a) through (d).

 

(f)            In the event that State Street is required to make any payment and/or incur any loss or expense under this Section, State Street shall, to the extent of such payment, loss, or expense, be subrogated to, and succeed to, all of the rights of the Fund against the Borrower under the applicable Securities Loan Agreement.

 

(g)           The provisions of this Section 14 shall not apply to losses attributable to war, riot, revolution, acts of government or other causes beyond the reasonable control or apprehension of State Street.

 

15.                                  Continuing Agreement and Termination; Assignment .

 

It is the intention of the parties hereto that this Agreement shall constitute a continuing agreement in every respect and shall apply to each and every Loan, whether now existing or hereafter made.  Each Fund and State Street may each at any time terminate this Agreement upon five (5) business days’ written notice to the other to that effect.  A termination of this Agreement by one Fund shall not effect its continuity with respect to any non-terminating Fund.  The only effects of any such termination of this Agreement will be that (a) following such termination, no further Loans shall be made hereunder by State Street on behalf of the relevant Fund(s), and (b) State Street shall, within a reasonable time after termination of this Agreement, terminate any and all outstanding Loans for a terminating Fund.  The provisions hereof shall continue in full force and effect in all other respects until all Loans have been terminated and all obligations satisfied as herein provided.  State Street does not assume any market or investment risk of loss associated with a Fund’s change in cash Collateral investment vehicles or termination of, or change in, its participation in this securities lending program and the corresponding liquidation of cash Collateral investments.  This Agreement may not be assigned by State Street or a Fund without the consent of the other party.

 

16.                                  Notices .

 

Any notice, instruction or other instrument required to be given hereunder may be delivered in person to the offices of the parties as set forth herein during normal business hours or delivered prepaid registered mail or by telex, cable, or facsimile to the parties at the following

 

10



 

addresses or such other addresses as may be notified in writing by any party from time to time.  If notice is sent by confirming telegram, cable, telex, or facsimile sending device, it shall be deemed to have been given immediately if confirmed in writing by overnight delivery.  If notice is sent by first-class mail, it shall be deemed to have been given five days after it has been mailed.  If notice is sent by messenger, it shall be deemed to have been given on the day it is delivered.

 

If to the Funds:

 

Credit Suisse Funds

c/o CSAM

466 Lexington Avenue

New York, NY 10017

Attn: General Counsel

 

If to State Street:

 

State Street Bank and Trust Company

Securities Finance

State Street Financial Center

One Lincoln Street

Boston, MA 02111-2900

 

or to such other addresses as either party may furnish the other party by written notice under this section.

 

Whenever this Agreement permits or requires a Fund to give notice to, direct, provide information to State Street, such notice, direction, or information shall be provided to State Street on the Fund’s behalf by any individual designated for such purpose by the Fund in a written notice to State Street.  This Agreement shall be considered such a designation of the person executing the Agreement on the Funds’ behalf.  After State Street’s receipt of such a notice of designation and until its receipt of a notice revoking such designation, State Street shall be fully protected in relying upon the notices, directions, and information given by such designee.

 

17.                                  Securities Investors Protection Act of 1970 Notice .

 

EACH FUND IS HEREBY ADVISED AND ACKNOWLEDGES THAT THE PROVISIONS OF THE SECURITIES INVESTOR PROTECTION ACT OF 1970 MAY NOT PROTECT THE FUND WITH RESPECT TO THE LOAN OF SECURITIES HEREUNDER AND THAT, THEREFORE, THE COLLATERAL DELIVERED TO THE FUND MAY CONSTITUTE THE ONLY SOURCE OF SATISFACTION OF THE BROKER’S OR DEALER’S OBLIGATION IN THE EVENT THE BROKER OR DEALER FAILS TO RETURN THE SECURITIES.

 

18.                                  Authorized Representatives .

 

Each Fund authorizes State Street to accept and to act on any instructions or other communications, regardless of how sent or delivered, reasonably believed to be from any

 

11



 

Authorized Representative.  Each Fund shall be fully responsible for all acts of its Authorized Representative, even if that person exceeds his or her authority, and in no event shall State Street be liable to the Fund or any other third party for any losses or damages arising out of or relating to any act State Street takes or fails to take in connection with any such instructions or other communications.

 

19.                                  Non-US Disclosures, Acknowledgements and Related Provisions .

 

(a)           In the event a Fund approves lending to Borrowers resident in the United Kingdom (“UK”), the Fund shall complete Part 1 of the document known as a “MOD-2 form,” a copy of which will be provided to the Fund upon request.

 

(b)           In the event of a Loan to a Borrower resident in Canada, which is made over record date for a dividend reinvestment program (“DRP”) and is secured by cash Collateral, the Borrower shall pay a Fund a substitute payment equal to the full amount of the cash dividend declared, and may pay a loan premium, the amount of which shall be negotiated by State Street, above the amount of the cash dividend.  Such loan premium shall be allocated between State Street and the Fund as follows: (a) a portion of such loan premium shall be paid to State Street as compensation for its services in connection with this securities lending program, in accordance with Schedule A and (b) the remainder of such loan premium shall be credited to the Fund’s account.

 

20.                                  Miscellaneous .

 

This Agreement supersedes any other agreement between the parties or any representations made by one party to the other, whether oral or in writing, concerning Loans of Available Securities by State Street on behalf of the Funds.  Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, representatives, successors, and assigns.  This Agreement shall be governed and construed in accordance with the laws of The Commonwealth of Massachusetts.  Each Fund hereby irrevocably submits to the jurisdiction of any Massachusetts state or Federal court sitting in The Commonwealth of Massachusetts in any action or proceeding arising out of or related to this Agreement and hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such Massachusetts state or Federal court except that this provision shall not preclude any party from removing any action to Federal court.  Each Fund hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding.  The provisions of this Agreement are severable and the invalidity or unenforceability of any provision hereof shall not affect any other provision of this Agreement.  If in the construction of this Agreement any court should deem any provision to be invalid because of scope or duration, then such court shall forthwith reduce such scope or duration to that which is appropriate and enforce this Agreement in its modified scope or duration.

 

This Agreement is executed by the officers of each Fund in their capacity as such and not individually.  Any responsibility or liability of the Fund under any provision of this Agreement shall be satisfied solely from the assets of the Fund, tangible or intangible, realized or unrealized, and in no event shall State Street or its agents have any recourse against the shareholders,

 

12



 

officers or, to the extent applicable, trustees of the Fund under this Agreement or against any one Fund for the obligations of any other Fund.

 

21.                                  Counterparts .

 

The Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one (1) instrument.

 

22.                                  Modification .

 

This Agreement shall not be modified with respect to a Fund except by an instrument in writing signed by State Street and the relevant Fund(s).

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 

13



 

 

 

The CREDIT SUISSE FUNDS listed on Schedule B, severally and not jointly

 

 

 

 

 

 

 

 

Name:

/s/ Hal Liebes

 

 

 

 

 

By:

 Hal Liebes

 

 

 

 

 

Its: Secretary

 

 

 

 

 

 

 

 

STATE STREET BANK AND TRUST COMPANY

 

 

 

 

 

 

 

 

Name:

/s/ Edward J. O’Brien

 

 

 

 

 

By:

Edward J. O’Brien

 

 

 

 

 

 

Its:

Executive Vice President

 

14



 

Schedule A

 

This Schedule is attached to and made part of the Securities Lending Authorization Agreement, dated the 17 th  day of March, 2004 between the CREDIT SUISSE FUNDS LISTED ON SCHEDULE B, SEVERALLY AND NOT JOINTLY (the “Funds”) and STATE STREET BANK AND TRUST COMPANY (“State Street”).

 

Schedule of Fees

 

1.             Subject to Paragraph 2 below, all proceeds collected by State Street on investment of cash Collateral or any fee income shall be allocated as follows

 

· Seventy percent (70%) payable to the Fund, and

 

· Thirty percent (30%) payable to State Street.

 

2.             All payments to be allocated under Paragraph 1 above shall be made after deduction of such other amounts payable to State Street or to the Borrower under the terms of this Securities Lending Authorization Agreement.

 

3.             Cash Collateral will be invested in the State Street Navigator Securities Lending Prime Portfolio (the “Portfolio”) and on an annualized basis, the management/trustee/custody/fund administration/transfer agent fee for investing cash Collateral in the State Street Navigator Securities Lending Prime Portfolio is not more than 5.00 basis points netted out of yield.  The Board of Trustees of the Portfolio may pay out of the assets of the Portfolio all reasonable expenses and fees of the Portfolio, including professional fees or disbursements incurred in connection with the operation of the Portfolio.

 



 

Schedule B

 

This Schedule is attached to and made part of the Securities Lending Authorization
Agreement, dated the 17
th  day of March, 2004 between the CREDIT SUISSE FUNDS
LISTED ON SCHEDULE B, SEVERALLY AND NOT JOINTLY (the “Funds”) and
STATE STREET BANK AND TRUST COMPANY (“State Street”).

 

Company

 

Portfolio

 

Tax ID

 

Tax
Year-
End

 

 

 

 

 

 

 

Credit Suisse Emerging Markets Fund, Inc.

 

n/a

 

133762717

 

10/31

 

 

 

 

 

 

 

Credit Suisse Trust

 

International Focus Portfolio

 

137066581

 

12/31

 

 

Emerging Markets Portfolio

 

133890449

 

12/31

 

 

Large Cap Value Portfolio

 

137125856

 

12/31

 

 

Global Post-Venture Capital Portfolio

 

133890452

 

12/31

 

 

Emerging Growth Portfolio

 

134042374

 

12/31

 

 

Small Cap Growth Portfolio

 

133839332

 

12/31

 

 

Blue Chip Portfolio

 

134181634

 

12/31

 

 

Small Cap Value Portfolio

 

134181638

 

12/31

 

 

 

 

 

 

 

Credit Suisse Institutional Fund, Inc.

 

International Focus Portfolio

 

510342100

 

10/31

 

 

Large Cap Value Portfolio

 

133948221

 

10/31

 

 

Small Cap Growth Portfolio

 

133845304

 

10/31

 

 

Capital Appreciation Portfolio

 

134196147

 

10/31

 

 

Select Equity Portfolio

 

134196149

 

10/31

 

 

Investment Grade Fixed Income Portfolio

 

1341809590

 

10/31

 

 

Harbinger Portfolio

 

113668554

 

10/31

 

 

 

 

 

 

 

Credit Suisse International Focus Fund, Inc.

 

n/a

 

133908188

 

10/31

 

 

 

 

 

 

 

Credit Suisse Japan Equity Fund, Inc.

 

n/a

 

133859605

 

10/31

 

 

 

 

 

 

 

Credit Suisse Global Post-Venture Capital Fund, Inc.

 

n/a

 

133904202

 

10/31

 

 

 

 

 

 

 

Credit Suisse Global Fixed Income Fund, Inc.

 

n/a

 

133589438

 

10/31

 

 

 

 

 

 

 

Credit Suisse Small Cap Value Fund

 

n/a

 

133666127

 

10/31

 

 

 

 

 

 

 

Credit Suisse Large Cap Value Fund

 

n/a

 

133666126

 

10/31

 

 

 

 

 

 

 

Credit Suisse High Income Find

 

n/a

 

134042415

 

10/31

 

 

 

 

 

 

 

Credit Suisse Select Equity Fund, Inc.

 

n/a

 

510380617

 

8/31

 

 

 

 

 

 

 

Credit Suisse Capital Appreciation Fund

 

n/a

 

521532243

 

10/31

 



 

Credit Suisse Emerging Growth Fund, Inc.

 

n/a

 

521549085

 

10/31

 

 

 

 

 

 

 

Credit Suisse Fixed Income Fund

 

n/a

 

510303212

 

10/31

 

 

 

 

 

 

 

Credit Suisse Small Cap Growth Fund, Inc.

 

n/a

 

133917399

 

10/31

 

 

 

 

 

 

 

Credit Suisse Institutional High Yield Fund, Inc.

 

n/a

 

510342407

 

8/31

 

 

 

 

 

 

 

Credit Suisse Institutional Fixed Income Fund, Inc.

 

n/a

 

510349732

 

8/31

 

 

 

 

 

 

 

Credit Suisse Strategic Small Cap Fund, Inc.

 

n/a

 

134181626

 

10/31

 



 

Schedule 8.1

 

This Schedule is attached to and made part of the Securities Lending Authorization Agreement, dated the 17 th  day of March 2004 between the CREDIT SUISSE FUNDS LISTED ON SCHEDULE B, SEVERALLY AND NOT JOINTLY (the “Funds”) and STATE STREET BANK AND TRUST COMPANY (“State Street”).

 

Acceptable Forms of Collateral

 

·                                           Cash (U.S. currency);

 

·                                           Securities issued or guaranteed by the United States government or its agencies or instrumentalities; and

 

·                                           Such other Collateral as the parties may agree to in writing from time to time.

 


Exhibit 99.(h)(8)

 

FIRST AMENDMENT TO

SECURITIES LENDING AUTHORIZATION AGREEMENT

BETWEEN

THE CREDIT SUISSE FUNDS LISTED ON SCHEDULE B

AND

STATE STREET BANK AND TRUST COMPANY

 

This First Amendment (this “Amendment”) dated as of December 17, 2004 is between each of the Credit Suisse Funds listed on Schedule B, (each a “Company”) on behalf of itself or each of its portfolios, if any, listed on Schedule B, severally and not jointly (each a “Fund” and collectively, the “Funds”), each a registered management investment company organized and existing under the laws of Massachusetts, Delaware or Maryland, as the case may be, and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company, its affiliates or subsidiaries (“State Street”), setting forth the terms and conditions under which State Street is authorized to act on behalf of each Company with respect to the lending of certain securities of such Company held by State Street as custodian.

 

Reference is made to a Securities Lending Authorization Agreement dated March 17, 2004 between the Funds, and State Street, as in effect on the date hereof prior to giving effect to this Amendment (the “Agreement”).  The Funds and State Street both desire to amend the Agreement to provide for the addition of new Funds to the Agreement.

 

For value received, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties mutually agree to amend the Agreement in the following respects:

 

1.                                        Definitions .  All terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.

 

2.                                        Amendment .

 

The Agreement is hereby amended by deleting Schedule B thereto in its entirety and substituting Schedule B attached hereto therefor.

 

3.                                        Miscellaneous .  Except to the extent specifically amended by this Amendment, the provisions of the Agreement shall remain unmodified, and the Agreement is ratified and affirmed as being in full force and effect.  This Amendment, the Agreement and the other documents and certificates referred to in the Agreement constitute the entire understanding of the parties with respect to the subject matter thereof and supersede all prior and current understandings and agreements, whether written or oral.  This Amendment shall be construed in accordance with the laws of The Commonwealth of Massachusetts.

 



 

4.                                        Effective Date .  This Amendment shall be effective as of the date first written above.

 

IN WITNESS WHEREOF, the parties hereto execute this Amendment as an instrument under seal by their duly authorized officers by affixing their signatures below.

 

 

The CREDIT SUISSE FUNDS listed on Schedule B, severally and not jointly

 

STATE STREET BANK AND TRUST COMPANY

 

 

 

By:

/s/ Michael A. Pignataro

 

By:

/s/ Sarah Wotka

 

 

 

Name:

Michael A. Pignataro

 

Name:

Sarah Wotka

 

 

 

Title:

CFO

 

Title:

Sr. Vice President

 

2



 

Schedule B

 

This Schedule is attached to and made part of the Securities Lending Authorization Agreement,
dated the 17
th  day of December, 2004 between the CREDIT SUISSE FUNDS LISTED ON
SCHEDULE B, SEVERALLY AND NOT JOINTLY (the “Funds”) and STATE STREET
BANK AND TRUST COMPANY (“State Street”).

 

3



 

Schedule B

 

Company

 

Portfolio

 

Tax ID

 

Tax
Year-
End

 

 

 

 

 

 

 

Credit Suisse Emerging Markets Fund, Inc.

 

n/a

 

133762717

 

10/31

 

 

 

 

 

 

 

Credit Suisse Trust

 

International Focus Portfolio

 

137066581

 

12/31

 

 

Emerging Markets Portfolio

 

133890449

 

12/31

 

 

Large Cap Value Portfolio

 

137125856

 

12/31

 

 

Global Post-Venture Capital Portfolio

 

133890452

 

12/31

 

 

Emerging Growth Portfolio

 

134042374

 

12/31

 

 

Small Cap Growth Portfolio

 

133839332

 

12/31

 

 

Blue Chip Portfolio

 

134181634

 

12/31

 

 

Small Cap Value Portfolio

 

134181638

 

12/31

 

 

 

 

 

 

 

Credit Suisse Institutional Fund, Inc.

 

International Focus Portfolio

 

510342100

 

10/31

 

 

Large Cap Value Portfolio

 

133948221

 

10/31

 

 

Capital Appreciation Portfolio

 

134196147

 

10/31

 

 

Select Equity Portfolio

 

134196149

 

10/31

 

 

Investment Grade Fixed Income Portfolio

 

134180950

 

10/31

 

 

Harbinger Portfolio

 

113668554

 

10/31

 

 

 

 

 

 

 

Credit Suisse International Focus Fund, Inc.

 

n/a

 

133908188

 

10/31

 

 

 

 

 

 

 

Credit Suisse Japan Equity Fund, Inc.

 

n/a

 

133859605

 

10/31

 

 

 

 

 

 

 

Credit Suisse Global Post-Venture Capital Fund, Inc.

 

n/a

 

133904202

 

10/31

 

 

 

 

 

 

 

Credit Suisse Global Fixed Income Fund, Inc.

 

n/a

 

133589438

 

10/31

 

 

 

 

 

 

 

Credit Suisse Small Cap Value Fund

 

n/a

 

133666127

 

10/31

 

 

 

 

 

 

 

Credit Suisse Large Cap Value Fund

 

n/a

 

133666126

 

10/31

 

 

 

 

 

 

 

Credit Suisse High Income Fund

 

n/a

 

134042415

 

10/31

 

 

 

 

 

 

 

Credit Suisse Select Equity Fund, Inc.

 

n/a

 

510380617

 

12/31

 

 

 

 

 

 

 

Credit Suisse Capital Appreciation Fund

 

n/a

 

521532243

 

10/31

 

 

 

 

 

 

 

Credit Suisse Emerging Growth Fund, Inc.

 

n/a

 

521549085

 

10/31

 

 

 

 

 

 

 

Credit Suisse Fixed Income Fund

 

n/a

 

510303212

 

10/31

 

 

 

 

 

 

 

Credit Suisse Small Cap Growth Fund, Inc.

 

n/a

 

133917399

 

10/31

 

 

 

 

 

 

 

Credit Suisse Institutional High Yield Fund, Inc.

 

n/a

 

510342407

 

12/31

 



 

Credit Suisse Institutional Fixed Income Fund, Inc.

 

n/a

 

510349732

 

12/31

 

 

 

 

 

 

 

Credit Suisse Commodity Return Strategy Fund

 

n/a

 

061734448

 

12/31

 

 

 

 

 

 

 

Credit Suisse Target Return Fund

 

n/a

 

061734446

 

12/31

 


Exhibit 99.(h)(9)

 

SECOND AMENDMENT TO

SECURITIES LENDING AUTHORIZATION AGREEMENT

BETWEEN

THE CREDIT SUISSE FUNDS LISTED ON SCHEDULE B

AND

STATE STREET BANK AND TRUST COMPANY

 

This Second Amendment (this “Amendment”) dated as of May 17, 2006 is between each of the Credit Suisse Funds listed on Schedule B to the Agreement as defined below, (each a “Company”) on behalf of itself or each of its portfolios, if any, listed on Schedule B, severally and not jointly (each a “Fund” and collectively, the “Funds”) and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company, its affiliates or subsidiaries (“State Street”).

 

Reference is made to a Securities Lending Authorization Agreement dated March 17, 2004 between the Funds and State Street, as otherwise amended, and as in effect on the date hereof prior to giving effect to this Amendment (the “Agreement”).

 

WHEREAS, the Funds and State Street both desire to amend the Agreement to provide for a revised fee split.

 

NOW THEREFORE, for value received, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties mutually agree to amend the Agreement in the following respects:

 

1.                                        Definitions .  All terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.

 

2.                                        Amendment .

 

The Agreement is hereby amended by deleting Schedule A thereto in its entirety and substituting the Schedule A attached to this Amendment in its place.

 

3.                                        Miscellaneous .  Except to the extent specifically amended by this Amendment, the provisions of the Agreement shall remain unmodified, and the Agreement is ratified and affirmed as being in full force and effect.  This Amendment, the Agreement and the other documents and certificates referred to in the Agreement constitute the entire understanding of the parties with respect to the subject matter thereof and supersede all prior and current understandings and agreements, whether written or oral.  This Amendment shall be construed in accordance with the laws of The Commonwealth of Massachusetts.

 



 

4.                                        Effective Date .  This Amendment shall be effective as of the date first written above.

 

IN WITNESS WHEREOF, the parties hereto execute this Amendment as an instrument under seal by their duly authorized officers by affixing their signatures below.

 

 

The CREDIT SUISSE FUNDS listed on Schedule B, severally and not jointly

 

STATE STREET BANK AND TRUST COMPANY

 

 

 

By:

/s/ Michael A. Pignataro

 

By:

/s/ J. L. Carty

 

 

 

Name:

Michael A. Pignataro

 

Name:

J. L. Carty

 

 

 

Title:

CFO

 

Title:

Senior Vice President

 

2



 

Schedule A

 

This Schedule is attached to and made part of the Securities Lending Authorization Agreement dated the 17th day of March 2004 between the CREDIT SUISSE FUNDS LISTED ON SCHEDULE B, SEVERALLY AND NOT JOINTLY (the “Funds”) and STATE STREET BANK AND TRUST COMPANY (“State Street”).

 

Schedule of Fees

 

1.                                        Subject to Paragraph 2 below, all proceeds collected by State Street on investment of cash Collateral or any fee income shall be allocated as follows:

 

· Seventy-five percent (75%) payable to the Fund, and

 

· Twenty-five percent (25%) payable to State Street.

 

2.                                        All payments to be allocated under Paragraph 1 above shall be made after deduction of such other amounts payable to State Street or to the Borrower under the terms of this Securities Lending Authorization Agreement.

 

3.                                        Cash Collateral will be invested in the State Street Navigator Securities Lending Prime Portfolio (the “Portfolio”) and on an annualized basis, the management/trustee/custody/fund administration/transfer agent fee for investing cash Collateral in the State Street Navigator Securities Lending Prime Portfolio is not more than 5.00 basis points netted out of yield.  The Board of Trustees of the Portfolio may pay out of the assets of the Portfolio all reasonable expenses and fees of the Portfolio, including professional fees or disbursements incurred in connection with the operation of the Portfolio.

 

3


Exhibit 99.(h)(10)

 

THIRD AMENDMENT TO

SECURITIES LENDING AUTHORIZATION AGREEMENT

BETWEEN

THE CREDIT SUISSE FUNDS LISTED ON SCHEDULE B

AND

STATE STREET BANK AND TRUST COMPANY

 

This Third Amendment (this “Amendment”) dated as of September 15, 2006 is between each of the Credit Suisse Funds listed on Schedule B, (each a “Company”) on behalf of itself or each of its portfolios, if any, listed on Schedule B, severally and not jointly (each a “Fund” and collectively, the “Funds”), each a registered management investment company organized and existing under the laws of Massachusetts, Delaware or Maryland, as the case may be, and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company, its affiliates or subsidiaries (“State Street”), setting forth the terms and conditions under which State Street is authorized to act on behalf of each Company with respect to the lending of certain securities of such Company held by State Street as custodian.

 

Reference is made to a Securities Lending Authorization Agreement dated March 17, 2004 between the Funds and State Street, as otherwise amended, and as in effect on the date hereof prior to giving effect to this Amendment (the “Agreement”).

 

WHEREAS, the Funds and State Street both desire to amend the Agreement as set forth below.

 

NOW THEREFOR, for value received, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties mutually agree to amend the Agreement in the following respects:

 

1.                                        Definitions .  All terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.

 

2.                                        Amendment .

 

The Agreement is hereby amended by deleting Schedule B thereto in its entirety and substituting Schedule B attached hereto in its place, thereby removing “Harbinger Portfolio” and adding “Commodity Return Strategy Portfolio”.

 

3.                                        Miscellaneous .  Except to the extent specifically amended by this Amendment, the provisions of the Agreement shall remain unmodified, and the Agreement is ratified and affirmed as being in full force and effect.  This Amendment, the Agreement and the other documents and certificates referred to in the Agreement constitute the entire understanding of the parties with respect to the subject matter thereof and supersede all prior and current understandings and agreements, whether written or oral.  This Amendment shall be construed in accordance with the laws of The Commonwealth of Massachusetts.

 



 

4.                                        Effective Date .  This Amendment shall be effective as of the date first written above.

 

IN WITNESS WHEREOF, the parties hereto execute this Amendment as an instrument under seal by their duly authorized officers by affixing their signatures below.

 

 

The CREDIT SUISSE FUNDS listed on Schedule B, severally and not jointly

 

STATE STREET BANK AND TRUST COMPANY

 

 

 

By:

/s/ Michael A. Pignataro

 

By:

/s/ Craig V. Starble

 

 

 

Name:

Michael A. Pignataro

 

Name:

Craig V. Starble

 

 

 

Title:

CFO

 

Title:

SVP Division Head

 

2



 

Schedule B

 

This Schedule is attached to and made part of the Securities Lending Authorization Agreement,

dated the 17th day of March 2004 between the CREDIT SUISSE FUNDS LISTED ON

SCHEDULE B, SEVERALLY AND NOT JOINTLY (the “Funds”) and

STATE STREET BANK AND TRUST COMPANY (“State Street”), as amended.

 

Company

 

Portfolio

 

Tax ID

 

Tax
Year-
End

Credit Suisse Emerging Markets Fund, Inc.

 

n/a

 

133762717

 

10/31

 

 

 

 

 

 

 

Credit Suisse Trust

 

International Focus Portfolio

 

137066581

 

12/31

 

 

Emerging Markets Portfolio

 

133890449

 

12/31

 

 

Large Cap Value Portfolio

 

137125856

 

12/31

 

 

Global Post-Venture Capital Portfolio

 

133890452

 

12/31

 

 

Emerging Growth Portfolio

 

134042374

 

12/31

 

 

Small Cap Growth Portfolio

 

133839332

 

12/31

 

 

Blue Chip Portfolio

 

134181634

 

12/31

 

 

Small Cap Value Portfolio

 

134181638

 

12/31

 

 

Commodity Return Strategy Portfolio

 

11-3757399

 

12/31

 

 

 

 

 

 

 

Credit Suisse Institutional Fund, Inc.

 

International Focus Portfolio

 

510342100

 

10/31

 

 

Large Cap Value Portfolio

 

133948221

 

10/31

 

 

Capital Appreciation Portfolio

 

134196147

 

10/31

 

 

Select Equity Portfolio

 

134196149

 

10/31

 

 

Investment Grade Fixed Income Portfolio

 

134180950

 

10/31

 

 

 

 

 

 

 

Credit Suisse International Focus Fund, Inc.

 

n/a

 

133908188

 

10/31

 

 

 

 

 

 

 

Credit Suisse Japan Equity Fund, Inc.

 

n/a

 

133859605

 

10/31

 

 

 

 

 

 

 

Credit Suisse Global Post-Venture Capital Fund, Inc.

 

n/a

 

133904202

 

10/31

 

 

 

 

 

 

 

Credit Suisse Global Fixed Income Fund, Inc.

 

n/a

 

133589438

 

10/31

 

1



 

Credit Suisse Small Cap Value Fund

 

n/a

 

133666127

 

10/31

 

 

 

 

 

 

 

Credit Suisse Large Cap Value Fund

 

n/a

 

133666126

 

10/31

 

 

 

 

 

 

 

Credit Suisse High Income Find

 

n/a

 

134042415

 

10/31

 

 

 

 

 

 

 

Credit Suisse Select Equity Fund, Inc.

 

n/a

 

510380617

 

10/31

 

 

 

 

 

 

 

Credit Suisse Capital Appreciation Fund

 

n/a

 

521532243

 

10/31

 

 

 

 

 

 

 

Credit Suisse Emerging Growth Fund, Inc.

 

n/a

 

521549085

 

10/31

 

 

 

 

 

 

 

Credit Suisse Fixed Income Fund

 

n/a

 

510303212

 

10/31

 

 

 

 

 

 

 

Credit Suisse Small Cap Growth Fund, Inc.

 

n/a

 

133917399

 

10/31

 

 

 

 

 

 

 

Credit Suisse Institutional High Yield Fund, Inc.

 

n/a

 

510342407

 

12/31

 

 

 

 

 

 

 

Credit Suisse Institutional Fixed Income Fund, Inc.

 

n/a

 

510349732

 

12/31

 

 

 

 

 

 

 

Credit Suisse Commodity Return Strategy Fund

 

n/a

 

061734448

 

12/31

 

 

 

 

 

 

 

Credit Suisse Target Return Fund

 

n/a

 

061734446

 

12/31

 

2


Exhibit 99.(h)(11)

 

FOURTH AMENDMENT TO
SECURITIES LENDING AUTHORIZATION AGREEMENT
BETWEEN
THE CREDIT SUISSE FUNDS LISTED ON SCHEDULE B
AND
STATE STREET BANK AND TRUST COMPANY

 

This Fourth Amendment (this “Amendment”) dated July 16, 2007 is between each of the Credit Suisse Funds listed on Schedule B to the Agreement as defined below, on behalf of itself or each of its portfolios, if any, listed on Schedule B, severally and not jointly (each a “Fund” and collectively, the “Funds”) and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company, its affiliates or subsidiaries (“State Street”).

 

Reference is made to a Securities Lending Authorization Agreement dated March 17, 2004 between the Funds and State Street, as otherwise amended, and as in effect on the date hereof prior to giving effect to this Amendment (the “Agreement”).

 

WHEREAS, the Funds and State Street both desire to amend the Agreement to provide for a revised fee split.

 

NOW THEREFORE, for value received, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties mutually agree to amend the Agreement in the following respects:

 

1.                                        Definitions .  All terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.

 

2.                                        Amendments .

 

(i)                                      The Agreement is hereby amended by deleting Schedule A thereto in its entirety and substituting the Schedule A attached to this Amendment in its place.

 

(ii)                                   The Agreement is hereby amended by deleting Schedule B thereto in its entirety and substituting the Schedule B attached to this Amendment in its place.

 

3.                                        Miscellaneous .  Except to the extent specifically amended by this Amendment, the provisions of the Agreement shall remain unmodified.  This Amendment shall be construed in accordance with the laws of The Commonwealth of Massachusetts.

 



 

4.                                        Effective Date .  This Amendment shall be effective as of the date first written above, with the exception of Section 2(i) regarding the revised fee split, which shall be effective as of April 1, 2007.

 

IN WITNESS WHEREOF, the parties hereto execute this Amendment as an instrument under seal by their duly authorized officers by affixing their signatures below.

 

The CREDIT SUISSE FUNDS listed on Schedule B, severally and not jointly

 

STATE STREET BANK AND TRUST COMPANY

 

 

 

By:

/s/ Michael A. Pignataro

 

By:

/s/ Suzanne N. Lee

 

 

 

Name:

Michael A. Pignataro

 

Name:

Suzanne N. Lee

 

 

 

Title:

CFO

 

Title:

Sr. Managing Director

 

2



 

Schedule A

 

Effective April 1, 2007

 

This Schedule is attached to and made part of the Securities Lending Authorization Agreement dated the 17th day of March 2004 between the CREDIT SUISSE FUNDS LISTED ON SCHEDULE B, SEVERALLY AND NOT JOINTLY (the “Funds”) and STATE STREET BANK AND TRUST COMPANY (“State Street”).

 

Schedule of Fees

 

1.                                        Subject to Paragraph 2 below, all proceeds collected by State Street on investment of cash Collateral or any fee income shall be allocated as follows:

 

· Eighty percent (80%) payable to the Fund, and

 

· Twenty percent (20%) payable to State Street.

 

2.                                        All payments to be allocated under Paragraph 1 above shall be made after deduction of such other amounts payable to State Street or to the Borrower under the terms of this Securities Lending Authorization Agreement.

 

3.                                        Cash Collateral will be invested in the State Street Navigator Securities Lending Prime Portfolio (the “Portfolio”) and on an annualized basis, the management/trustee/custody/fund administration/transfer agent fee for investing cash Collateral in the State Street Navigator Securities Lending Prime Portfolio is not more than 5.00 basis points netted out of yield.  The Board of Trustees of the Portfolio may pay out of the assets of the Portfolio all reasonable expenses and fees of the Portfolio, including professional fees or disbursements incurred in connection with the operation of the Portfolio.

 



 

Schedule B

 

Effective July        2007

 

This Schedule is attached to and made part of the Securities Lending Authorization Agreement,

dated the 17th day of March 2004 between the CREDIT SUISSE FUNDS LISTED ON

SCHEDULE B, SEVERALLY AND NOT JOINTLY (the “Funds”) and

STATE STREET BANK AND TRUST COMPANY (“State Street”), as amended.

 

Company

 

Portfolio

 

Tax ID

 

Tax
Year-
End

Credit Suisse Emerging Markets Fund, Inc.

 

n/a

 

133762717

 

10/31

 

 

 

 

 

 

 

Credit Suisse Trust

 

International Focus Portfolio

 

137066581

 

12/31

 

 

Emerging Markets Portfolio

 

133890449

 

12/31

 

 

Large Cap Value Portfolio

 

137125856

 

12/31

 

 

Global Small Cap Portfolio

 

133890452

 

12/31

 

 

Mid Cap Core Portfolio

 

134042374

 

12/31

 

 

Small Cap Core I Portfolio

 

133839332

 

12/31

 

 

Blue Chip Portfolio

 

134181634

 

12/31

 

 

Commodity Return Strategy Portfolio

 

11-3757399

 

12/31

 

 

 

 

 

 

 

Credit Suisse Institutional Fund, Inc.

 

International Focus Portfolio

 

510342100

 

10/31

 

 

Asia Bond Portfolio

 

208572448

 

10/31

 

 

 

 

 

 

 

Credit Suisse International Focus Fund, Inc.

 

n/a

 

133908188

 

10/31

 

 

 

 

 

 

 

Credit Suisse Japan Equity Fund, Inc.

 

n/a

 

133859605

 

10/31

 

 

 

 

 

 

 

Credit Suisse Global Small Cap Fund, Inc.

 

n/a

 

133904202

 

10/31

 

 

 

 

 

 

 

Credit Suisse Global Fixed Income Fund, Inc.

 

n/a

 

133589438

 

10/31

 

 

 

 

 

 

 

Credit Suisse Small Cap Core Fund

 

n/a

 

133666127

 

10/31

 

 

 

 

 

 

 

Credit Suisse Large Cap Value Fund

 

n/a

 

133666126

 

10/31

 

 

 

 

 

 

 

Credit Suisse High Income Fund

 

n/a

 

134042415

 

10/31

 

1



 

 Credit Suisse Large Cap Blend Fund, Inc.

 

n/a

 

510380617

 

12/31

 

 

 

 

 

 

 

Credit Suisse Large Cap Growth Fund

 

n/a

 

521532243

 

10/31

 

 

 

 

 

 

 

Credit Suisse Mid-Cap Core Fund, Inc.

 

n/a

 

521549085

 

10/31

 

 

 

 

 

 

 

Credit Suisse Global High Yield Fund, Inc.

 

n/a

 

510342407

 

12/31

 

 

 

 

 

 

 

Credit Suisse Commodity Return Strategy Fund

 

n/a

 

061734448

 

10/31

 

 

 

 

 

 

 

Credit Suisse Absolute Return Fund

 

n/a

 

753214285

 

10/31

 

2


Exhibit 99.(h)(12)

 

FIFTH AMENDMENT TO
SECURITIES LENDING AUTHORIZATION AGREEMENT
BETWEEN
THE CREDIT SUISSE FUNDS LISTED ON SCHEDULE B
AND
STATE STREET BANK AND TRUST COMPANY

 

This Fifth Amendment (this “Amendment”) dated August 27, 2007 is between each of the Credit Suisse Funds listed on Schedule B to the Agreement as defined below, on behalf of itself or each of its portfolios, if any, listed on Schedule B, severally and not jointly (each a “Fund” and collectively, the “Funds”) and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company, acting either directly or through its affiliates or subsidiaries (“State Street”).

 

Reference is made to a Securities Lending Authorization Agreement dated March 17, 2004 between the Funds and State Street, as otherwise amended, and as in effect on the date hereof prior to giving effect to this Amendment (the “Agreement”).

 

WHEREAS, the Funds and State Street both desire to amend the Agreement to provide for an additional Fund;

 

NOW THEREFORE, for value received, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties mutually agree to amend the Agreement in the following respects:

 

1.                                        Definitions .  All terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.

 

2.                                        Amendments .

 

(i)                                      The Agreement is hereby amended by deleting Schedule B thereto in its entirety and substituting the Schedule B attached to this Amendment in its place; thereby adding “Credit Suisse High Yield Bond Fund”.

 

3.                                        Miscellaneous .  Except to the extent specifically amended by this Amendment, the provisions of the Agreement shall remain unmodified.  This Amendment shall be construed in accordance with the laws of The Commonwealth of Massachusetts.

 



 

4.                                        Effective Date .  This Fifth Amendment shall be effective as of the date first written above.

 

                                                IN WITNESS WHEREOF, the parties hereto execute this Amendment as an instrument under seal by their duly authorized officers by affixing their signatures below.

 

The CREDIT SUISSE FUNDS listed on Schedule B, severally and not jointly

 

STATE STREET BANK AND TRUST COMPANY

 

 

 

By:

/s/ Michael A. Pignataro

 

By:

/s/ Craig V. Starble

 

 

 

Name:

Michael A. Pignataro

 

Name:

Craig V. Starble

 

 

 

Title:

CFO

 

Title:

Exec. Vice President

 

2



 

Schedule B

 

Effective August 27, 2007

 

This Schedule is attached to and made part of the Securities Lending Authorization Agreement,
dated the 17th day of March 2004 between the CREDIT SUISSE FUNDS LISTED ON
SCHEDULE B, SEVERALLY AND NOT JOINTLY (the “Funds”) and
STATE STREET BANK AND TRUST COMPANY (“State Street”), as amended.

 

Company

 

Portfolio

 

Tax ID

 

Tax
Year-
End

Credit Suisse Emerging Markets Fund, Inc.

 

n/a

 

133762717

 

10/31

 

 

 

 

 

 

 

Credit Suisse Trust

 

International Focus Portfolio

 

137066581

 

12/31

 

 

Emerging Markets Portfolio

 

133890449

 

12/31

 

 

Large Cap Value Portfolio

 

137125856

 

12/31

 

 

Global Small Cap Portfolio

 

133890452

 

12/31

 

 

Mid Cap Core Portfolio

 

134042374

 

12/31

 

 

Small Cap Core I Portfolio

 

133839332

 

12/31

 

 

Blue Chip Portfolio

 

134181634

 

12/31

 

 

Commodity Return Strategy Portfolio

 

11-3757399

 

12/31

 

 

 

 

 

 

 

Credit Suisse Institutional Fund, Inc.

 

International Focus Portfolio

 

510342100

 

10/31

 

 

Asia Bond Portfolio

 

208572448

 

10/31

 

 

 

 

 

 

 

Credit Suisse International Focus Fund, Inc.

 

n/a

 

133908188

 

10/31

 

 

 

 

 

 

 

Credit Suisse Japan Equity Fund, Inc.

 

n/a

 

133859605

 

10/31

 

 

 

 

 

 

 

Credit Suisse Global Small Cap Fund, Inc.

 

n/a

 

133904202

 

10/31

 

 

 

 

 

 

 

Credit Suisse Global Fixed Income Fund, Inc.

 

n/a

 

133589438

 

10/31

 

 

 

 

 

 

 

Credit Suisse Small Cap Core Fund

 

n/a

 

133666127

 

10/31

 

 

 

 

 

 

 

Credit Suisse Large Cap Value Fund

 

n/a

 

133666126

 

10/31

 

 

 

 

 

 

 

Credit Suisse High Income Fund

 

n/a

 

134042415

 

10/31

 

1



 

Credit Suisse Large Cap Blend Fund, Inc.

 

n/a

 

510380617

 

12/31

 

 

 

 

 

 

 

Credit Suisse Large Cap Growth Fund

 

n/a

 

521532243

 

10/31

 

 

 

 

 

 

 

Credit Suisse Mid-Cap Core Fund, Inc.

 

n/a

 

521549085

 

10/31

 

 

 

 

 

 

 

Credit Suisse Global High Yield Fund, Inc.

 

n/a

 

510342407

 

12/31

 

 

 

 

 

 

 

Credit Suisse Commodity Return Strategy Fund

 

n/a

 

061734448

 

10/31

 

 

 

 

 

 

 

Credit Suisse Absolute Return Fund

 

n/a

 

753214285

 

10/31

 

 

 

 

 

 

 

Credit Suisse High Yield Bond Fund

 

n/a

 

134009166

 

10/31

 

2


Exhibit 99.(h)(13)

 

SIXTH AMENDMENT TO
SECURITIES LENDING AUTHORIZATION AGREEMENT
BETWEEN
THE CREDIT SUISSE FUNDS LISTED ON SCHEDULE B
AND
STATE STREET BANK AND TRUST COMPANY

 

This Sixth Amendment (this “Amendment”) dated December 1, 2007 is between each of the Credit Suisse Funds listed on Schedule B to the Agreement as defined below, on behalf of itself for each of its portfolios, if any, listed on Schedule B, severally and not jointly (each a “Fund” and collectively, the “Funds”) and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company, acting either directly or through its affiliates or subsidiaries (“State Street”).

 

Reference is made to a Securities Lending Authorization Agreement dated March 17, 2004 between the Funds and State Street, as otherwise amended, and as in effect on the date hereof prior to giving effect to this Amendment (the “Agreement”).

 

WHEREAS, the Funds and State Street both desire to amend the Agreement to provide for an additional Fund;

 

NOW THEREFORE, for value received, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties mutually agree to amend the Agreement in the following respects:

 

1.             Definitions .  All terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.

 

2.             Amendments .

 

(i)            The Agreement is hereby amended by deleting Schedule B thereto in its entirety and substituting the Schedule B attached to this Amendment in its place; thereby adding “Credit Suisse Asset Management Income Fund, Inc.”

 

3.             Miscellaneous .  Except to the extent specifically amended by this Amendment, the provisions of the Agreement shall remain unmodified.  This Amendment shall be construed in accordance with the laws of The Commonwealth of Massachusetts.

 



 

4.             Effective Date .  This Sixth Amendment shall be effective as of the date first written above.

 

IN WITNESS WHEREOF, the parties hereto execute this Amendment as an instrument under seal by their duly authorized officers by affixing their signatures below.

 

The CREDIT SUISSE FUNDS listed on Schedule B, severally and not jointly

 

STATE STREET BANK AND TRUST COMPANY

 

 

 

By:

/s/ Michael A. Pignataro

 

By:

/s/ Suzanne N. Lee

 

 

 

 

 

Name:

Michael A. Pignataro

 

Name:

Suzanne N. Lee

 

 

 

 

 

Title:

CFO

 

Title:

Sr. Managing Director

 

2



 

Schedule B

 

Effective December 1, 2007

 

This Schedule is attached to and made part of the Securities Lending Authorization Agreement,
dated the 17th day of March 2004 between the CREDIT SUISSE FUNDS LISTED ON
SCHEDULE B, SEVERALLY AND NOT JOINTLY (the “Funds”) and
STATE STREET BANK AND TRUST COMPANY (“State Street”), as amended.

 

Company

 

Portfolio

 

Tax ID

 

Tax
Year-
End

Credit Suisse Emerging Markets Fund, Inc.

 

n/a

 

133762717

 

10/31

Credit Suisse Trust

 

International Focus Portfolio

 

137066581

 

12/31

 

 

Emerging Markets Portfolio

 

133890449

 

12/31

 

 

Large Cap Value Portfolio

 

137125856

 

12/31

 

 

Global Small Cap Portfolio

 

133890452

 

12/31

 

 

Mid Cap Core Portfolio

 

134042374

 

12/31

 

 

Small Cap Core I Portfolio

 

133839332

 

12/31

 

 

Blue Chip Portfolio

 

134181634

 

12/31

 

 

Commodity Return Strategy Portfolio

 

11-3757399

 

12/31

 

 

 

 

 

 

 

Credit Suisse Institutional Fund, Inc.

 

International Focus Portfolio

 

510342100

 

10/31

 

 

Asia Bond Portfolio

 

208572448

 

10/31

 

 

 

 

 

 

 

Credit Suisse International Focus Fund, Inc.

 

n/a

 

133908188

 

10/31

 

 

 

 

 

 

 

Credit Suisse Japan Equity Fund, Inc.

 

n/a

 

133859605

 

10/31

 

 

 

 

 

 

 

Credit Suisse Global Small Cap Fund, Inc.

 

n/a

 

133904202

 

10/31

 

 

 

 

 

 

 

Credit Suisse Global Fixed Income Fund, Inc.

 

n/a

 

133589438

 

10/31

 

 

 

 

 

 

 

Credit Suisse Small Cap Core Fund

 

n/a

 

133666127

 

10/31

 

 

 

 

 

 

 

Credit Suisse Large Cap Value Fund

 

n/a

 

133666126

 

10/31

 

 

 

 

 

 

 

Credit Suisse High Income Fund

 

n/a

 

134042415

 

10/31

 

1



 

Credit Suisse Large Cap Blend Fund, Inc.

 

n/a

 

510380617

 

12/31

 

 

 

 

 

 

 

Credit Suisse Large Cap Growth Fund

 

n/a

 

521532243

 

10/31

 

 

 

 

 

 

 

Credit Suisse Mid-Cap Core Fund, Inc.

 

n/a

 

521549085

 

10/31

 

 

 

 

 

 

 

Credit Suisse Global High Yield Fund, Inc.

 

n/a

 

510342407

 

12/31

 

 

 

 

 

 

 

Credit Suisse Commodity Return Strategy Fund

 

n/a

 

061734448

 

10/31

 

 

 

 

 

 

 

Credit Suisse Absolute Return Fund

 

n/a

 

753214285

 

10/31

 

 

 

 

 

 

 

Credit Suisse High Yield Bond Fund

 

n/a

 

134009166

 

10/31

 

 

 

 

 

 

 

Credit Suisse Asset Management Income Fund, Inc.

 

n/a

 

232451535

 

12/31

 

2


Exhibit 99.(h)(14)

 

SEVENTH AMENDMENT TO THE

SECURITIES LENDING AUTHORIZATION AGREEMENT

BETWEEN
THE CREDIT SUISSE FUNDS LISTED ON SCHEDULE B ,

AND
STATE STREET BANK AND TRUST COMPANY

 

This Seventh Amendment (this “Amendment”) dated April 17, 2009 is between each of the CREDIT SUISSE FUNDS listed on Schedule B to the Agreement as defined below, on behalf of itself or each of its portfolios, if any, listed on Schedule B , severally and not jointly (each a “Fund” and collectively, the “Funds”) and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (“State Street”).

 

Reference is made to the Securities Lending Authorization Agreement dated March 17, 2004 between the Funds and State Street, as otherwise amended, and as in effect on the date hereof prior to giving effect to this Amendment (the “Agreement”).

 

WHEREAS, the Funds and State Street both desire to amend the Agreement as set forth below;

 

NOW THEREFORE, for value received, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties mutually agree to amend the Agreement in the following respects:

 

1.             Definitions .  All terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.

 

2.             Amendments .

 

(a)   Section 1 (Definitions) of the Agreement is hereby amended by adding the following definition after original subsection (d) as new subsection 1(e):

 

“(e) “Financing Transaction” means a Loan against cash Collateral made for the purpose of generating cash for the Fund to provide cash collateral for the purposes of securities lending transactions pursuant to the SLSA (as defined hereunder) where the Fund is a borrower of securities and State Street, acting as principal, is a lender of securities. The Funds that may engage in Financing Transactions are indicated on Schedule B hereto.”

 

(b)   Section 1 (Definitions) of the Agreement is hereby amended by adding the following definition after original subsection (h) as new subsection (j):

 

“(j) “SLSA” means that certain Securities Lending and Services Agreement dated as of April    , 2009 between State Street Bank and Trust Company and the Funds.”

 

All subsections of Section 1 (Definitions) are hereby re-lettered according to the amendments set forth in Sections 2(a) and (b) hereof.

 



 

(c)   Section 3 (Securities to be Loaned) of the Agreement is hereby deleted in its entirety and replaced with the following language:

 

“3.   Securities to be Loaned .  All of the Fund’s securities held by State Street as agent, trustee or custodian shall be subject to this securities lending program and constitute Available Securities hereunder, subject to applicable laws and regulations, except (i) those securities which the Fund or the Investment Manager specifically identifies herein or in written notices to State Street as not being Available Securities, or (ii) securities for which sales/Loans are legally restricted.  In the absence of any such identification herein or other written notices identifying specific securities as not being Available Securities, State Street shall have no authority or responsibility for determining whether any of the Fund’s securities should be excluded from the securities lending program.

 

State Street will not make a Loan on behalf of a Fund if as a result of such Loan the aggregate outstanding Loans for such Fund would be in excess of 33 1/3% of such Fund’s total asset value, including collateral received in connection with securities lending transactions hereunder.  For the avoidance of doubt, the Fund authorizes State Street to lend up to fifty percent (50%) of the Fund’s total portfolio assets, not including collateral received in connection with securities lending transactions hereunder, in reliance upon the Brinson Funds, SEC No-Action Letter (pub. avail. November 25, 1997).”

 

(d)   Section 4 (Borrowers) of the Agreement is hereby deleted in its entirety and replaced with the following language:

 

“4.  Borrowers .  The Fund hereby authorizes State Street to effect Loans of Available Securities of the Fund with any person on State Street’s approved list of Borrowers that has been provided to the Fund, including, without limitation, State Street Bank and Trust Company and any affiliate thereof (each acting in the capacity of a Borrower, hereafter also referred to as an “SSB Borrower”) which list will be supplied to the Fund quarterly.

 

Each Fund acknowledges that it is aware that State Street, acting as the Fund’s agent pursuant hereto, is or may be deemed to be the same legal entity as, or affiliated with, SSB Borrower acting as “Borrower” under a Securities Loan Agreement.  Each Fund represents that (i) the power granted herein to State Street, as Fund’s agent, to enter into Loan transactions with Borrowers (including any SSB Borrower) and the other powers granted to State Street, as agent pursuant hereto, are given as a result of the Fund’s desire to increase its opportunity to lend securities held in its account on commercially reasonable terms, without such loans being considered a breach of State Street’s fiduciary duty, and are given expressly for the purpose of averting and waiving any prohibitions upon such lending, investment or exercise of such other powers which might otherwise exist in the absence of such powers, and (ii) transactions effected pursuant to and in compliance with this Agreement and any Securities Loan Agreement (including any Securities Loan Agreement with any SSB Borrower) will not constitute a breach of trust or other fiduciary duty or any other duty by State Street or affiliates thereof.

 



 

In connection with a Loan to any SSB Borrower pursuant hereto, the Fund shall furnish, and State Street shall cause the applicable SSB Borrower to furnish, to State Street for delivery to the other, upon request (i) the most recent available audited statement of its financial condition, and (ii) the most recent available unaudited statement of its financial condition, if more recent than the audited statement.  As long as any Loan to an SSB Borrower is outstanding under this Agreement, the Fund shall, and State Street shall cause the SSB Borrower to, in either case, upon request, also promptly deliver to the other (via State Street) all such recent financial information that is subsequently available, and any other financial information or statements that the other may reasonably request.

 

In the event any such Loan is effected by State Street to SSB Borrower, State Street hereby covenants and agrees for the benefit of the Fund that it has adopted and implemented procedural safeguards to help ensure that all actions taken by State Street as agent on behalf of the Fund in respect of a Loan transaction pursuant hereto will be effected (i) at “arms length” terms, including prices, and (ii) by individuals other than individuals who are acting on behalf of SSB Borrower in its principal capacity as Borrower in the Loan transaction.

 

State Street shall not be responsible for any statements, representations, warranties or covenants made by any Borrower in connection with any Loan or for any Borrower’s performance of or failure to perform the terms of any Loan under the applicable Securities Loan Agreement or any related agreement, including the failure to make any required payments, except as otherwise expressly provided herein.  For the avoidance of doubt, the foregoing sentence shall not serve as any limitation on the Fund’s remedies against an SSB Borrower in connection with a Loan of Available Securities on behalf of the Fund authorized in accordance herewith.”

 

(e)   The first sentence of the fourth paragraph of Section 9 (Investment of Cash Collateral and Compensation) of the Agreement is hereby deleted in its entirety and replaced with the following language:

 

“In the event the net income generated by any investment made pursuant to the first paragraph of this Section 9 does not equal or exceed the amount due the Borrower (the rebate fee for the use of cash Collateral) in accordance with the agreement between Borrower and State Street, State Street and the Fund shall, in accordance with the fee split set forth on Schedule A , share the amount equal to the difference between the net income generated and the amounts to be paid to the Borrower pursuant to the Securities Loan Agreement; provided , however , that for a Financing Transaction, the Fund shall be solely responsible for the payment of the rebate fee to the Borrower.”

 

(f)    The first paragraph of Section 12 (Standard of Care) is hereby deleted in its entirety and replaced with the following language:

 



 

“State Street shall use reasonable care in the performance of its duties hereunder consistent with that exercised by banks generally in the performance of duties arising from acting as agent for clients in securities lending transactions (as appropriate).

 

Each Fund shall indemnify State Street and hold  State Street harmless from any loss or liability (including without limitation, the reasonable fees and disbursements of counsel) incurred  by State Street in rendering services hereunder or in connection with any breach of the terms of this Agreement by such Fund, including any breach of a representation or warranty by the Fund hereunder, except such loss or liability which results from State Street’s failure to exercise the standard of care required by this Section 12. Nothing in this Section shall derogate from the indemnities provided by State Street in Section 14.  State Street may charge any amounts to which it is entitled hereunder against the relevant Fund’s account. Notwithstanding any provision to the contrary herein, no Fund shall be responsible for the obligations, costs or liabilities of any other Fund.”

 

(g)   The second paragraph of Section 13 (Representations and Warranties) is hereby deleted in its entirety and replaced with the following language:

 

“Each Fund represents and warrants that it has made its own determination as to the tax and accounting treatment of any dividends, remuneration or other funds received hereunder.  Further, each Fund represents and warrants that the financial statements delivered to State Street pursuant to Section 4 fairly present its financial condition and there has been no material adverse change in its financial condition since the date of the balance sheet included within such financial statements.  Each Loan shall constitute a present representation by the Fund that there has been no material adverse change in its financial condition that has not been disclosed in writing to State Street since the date of the most recent financial statements furnished to State Street pursuant to Section 4.

 

If the Fund is a management investment company that is, or is required to be, registered under the Investment Company Act of 1940, as amended (the “1940 Act”),  the Fund acknowledges that any obligation to determine whether any transaction made pursuant to this Agreement or the SLSA is in compliance with those laws and regulations under the 1940 Act relating to the borrowing or lending of securities or cash, the posting or receipt of collateral relating to such borrowing or lending of cash or securities, or the issuance of ‘senior securities,’ as that term is defined under Section 18 of the 1940 Act, including all obligations to compile and maintain such data and make such calculations as are necessary or appropriate in order to make such determinations, as well as all obligations that require the Fund to segregate, identify and substitute Fund assets, and daily monitor such assets and their values  (collectively, “Applicable 1940 Act Requirements”), except as specifically set forth herein, is the obligation of Fund and not State Street or any State Street Affiliate.  In addition, if the Fund is a management investment company that is, or is required to be, registered under the 1940 Act, the Fund represents and warrants to State Street as of the close of business on each day that the Fund is so registered or is required to be so registered, that (i) any transaction or series of transactions under this Agreement and/or the SLSA that creates leverage as a matter of law or fact is (A) in furtherance of the Fund’s investment objective or objectives, (B) permitted or not otherwise prohibited by the

 



 

Fund’s investment policies, and (C) disclosed in all material respects in the Fund’s registration statement filed with the Securities and Exchange Commission pursuant to Section 8 of the 1940 Act, and (ii) the Fund is in compliance with all laws and regulations applicable to the Fund in all material respects, including Applicable 1940 Act Requirements.”

 

(h)   The last sentence of Section 14(a) (Borrower Default Indemnification) of the Agreement is hereby deleted in its entirety and replaced with the following language:

 

“Subject to the Fund’s obligations pursuant to Section 8(d) hereof and Schedule A , paragraph 3(b), if and to the extent that such proceeds are insufficient or the Collateral is unavailable, the purchase of such Replacement Securities shall be made at State Street’s expense.”

 

(i)    The following language is hereby added to the end of Section 14 (Borrower Default Indemnification):

 

“(h)         Notwithstanding anything to the contrary in this Section 14, each Fund agrees that State Street shall not have any obligation to indemnify the Fund under this Section 14 to the extent that proceeds of Collateral from a Financing Transaction are insufficient or the Collateral from a Financing Transaction is unavailable.”

 

(j)    Schedule A to the Agreement is hereby deleted in its entirety and replaced with the Schedule A attached hereto.

 

(k)   Schedule B to the Agreement is hereby deleted in its entirety and replaced with the Schedule B attached hereto.

 

3.             Miscellaneous .  Except to the extent specifically amended by this Amendment, the provisions of the Agreement shall remain unmodified and in full force and effect.  This Amendment shall be construed in accordance with the laws of the Commonwealth of Massachusetts.

 



 

4.             Effective Date .  This Seventh Amendment is effective as of the date first written above.

 

IN WITNESS WHEREOF, the parties hereto execute the above Amendment by affixing their signatures below.

 

The CREDIT SUISSE FUNDS listed on Schedule B , severally and not jointly

 

STATE STREET BANK AND TRUST COMPANY

 

 

 

 

 

 

By:

/s/ Michael A Pignataro

 

By:

/s/ Suzanne N. Lee

 

 

 

Name: Michael A. Pignataro

 

Name: Suzanne N. Lee

 

 

 

Title: CFO

 

Title: Senior Managing Director

 



 

Schedule A

 

This Schedule is attached to and made part of the Securities Lending Authorization Agreement, dated the 17th day of March 2004 between the CREDIT SUISSE FUNDS LISTED ON SCHEDULE B, SEVERALLY AND NOT JOINTLY (the “Funds”) and STATE STREET BANK AND TRUST COMPANY (“State Street”), as amended.

 

Schedule of Fees

 

1.  Subject to Paragraph 2 below, all proceeds collected by State Street on investment of cash Collateral or any fee income shall be allocated as follows:

 

· Eighty percent (80%) payable to the Fund, and

 

· Twenty percent (20%) payable to State Street.

 

2.  All payments to be allocated under Paragraph 1 above shall be made after deduction of such other amounts payable to State Street or to the Borrower under the terms of this Securities Lending Authorization Agreement.

 

3.  (a) Except as provided in (b) below, the Fund instructs State Street to invest cash Collateral in the State Street Navigator Securities Lending Prime Portfolio (the “Portfolio”). The management fees for investing the Portfolio are as follows:

 

On an annualized basis, the management/trustee/custody/fund administration/transfer agent fee for investing cash Collateral in the Portfolio is not more than 5.00 basis points netted out of yield.  The trustee of the Portfolio may pay out of the assets of the Portfolio all reasonable expenses and fees of the Portfolio, including professional fees or disbursements incurred in connection with the operation of the Portfolio.

 

(b) Notwithstanding anything contained in this Agreement, to the extent cash Collateral obtained from a Financing Transaction is deemed necessary by the Fund or by State Street, acting in its capacity as agent pursuant to the terms of the SLSA, to provide cash  to State Street Bank and Trust Company, acting in its capacity as principal lender, as collateral in securities borrowing transactions under the SLSA, the Fund hereby authorizes and instructs State Street to transfer and deliver such cash Collateral (including via liquidation of cash Collateral investments) to State Street Bank and Trust Company, as principal lender, as cash collateral in such securities borrowing transactions pursuant to the terms of the SLSA.  Fund acknowledges and agrees that the delivery of such cash Collateral shall not be deemed a violation by State Street of any provisions of this Agreement.  To the extent that cash Collateral obtained from a Financing Transaction is not so transferred or used as cash collateral pursuant to the SLSA, the Fund hereby directs State Street to invest such cash Collateral in the Portfolio, and in the event that such cash

 



 

Collateral is no longer needed for Financing Transactions, to invest such cash in the Portfolio.  The Fund understands and agrees that cash Collateral obtained from a Financing Transaction that is not invested in the Portfolio and/or is used as cash collateral in securities borrowing transactions pursuant to the terms of the SLSA, will not generate investment income.

 

Notwithstanding anything contained in this Agreement, any use or application of cash Collateral from a Financing Transaction shall be at the sole risk of the Fund.  State Street does not assume and shall not be liable for any risk of loss, or liability for damages, claims or expenses, associated with such use of such cash Collateral, including the use of the cash Collateral to collateralize transactions pursuant to the terms of the SLSA and the investment of such cash Collateral in the Portfolio.  Subject to State Street’s obligations to mark to market under Section 8 of this Agreement, if the value of the cash Collateral for a Financing Transaction is unavailable or insufficient to return any and all amounts due the relevant Borrower(s) pursuant to the Securities Loan Agreement(s), the Fund shall be responsible for such shortfall and State Street may debit any account or accounts maintained by the Fund with State Street.

 

 

The CREDIT SUISSE FUNDS listed on Schedule B , severally and not jointly

 

STATE STREET BANK AND TRUST COMPANY

 

 

 

 

 

 

By:

/s/ Michael A Pignataro

 

By:

/s/ Suzanne N. Lee

 

 

 

Name: Michael A. Pignataro

 

Name: Suzanne N. Lee

 

 

 

Title: CFO

 

Title: Senior Managing Director

 



 

Schedule B

 

This Schedule is attached to and made part of the Securities Lending Authorization Agreement, dated the 17th day of March 2004 between the CREDIT SUISSE FUNDS LISTED ON SCHEDULE B, SEVERALLY AND NOT JOINTLY (the “Funds”) and STATE STREET BANK AND TRUST COMPANY (“State Street”), as amended.

 

Company

 

Portfolio

 

Tax ID

 

Tax
Year-
End

 

 

 

 

 

 

 

Credit Suisse Trust

 

International Equity Flex I Portfolio *

 

137066581

 

12/31

 

 

International Equity Flex III Portfolio *

 

133890449

 

12/31

 

 

U.S. Equity Flex I Portfolio *

 

137125856

 

12/31

 

 

International Equity Flex II Portfolio *

 

133890452

 

12/31

 

 

U.S. Equity Flex III Portfolio *

 

134042374

 

12/31

 

 

U.S. Equity Flex II Portfolio*

 

133839332

 

12/31

 

 

U.S. Equity Flex IV Portfolio *

 

134181634

 

12/31

 

 

Commodity Return Strategy Portfolio

 

11-3757399

 

12/31

 

 

 

 

 

 

 

Credit Suisse Institutional Fund, Inc.

 

International Focus Portfolio

 

510342100

 

10/31

 

 

Asia Bond Portfolio

 

208572448

 

10/31

 

 

 

 

 

 

 

Credit Suisse International Focus Fund, Inc.

 

n/a

 

133908188

 

10/31

 

 

 

 

 

 

 

Credit Suisse Global Small Cap Fund, Inc.

 

n/a

 

133904202

 

10/31

 

 

 

 

 

 

 

Credit Suisse Global Fixed Income Fund, Inc.

 

n/a

 

133589438

 

10/31

 

 

 

 

 

 

 

Credit Suisse Small Cap Core Fund

 

n/a

 

133666127

 

10/31

 

 

 

 

 

 

 

Credit Suisse Large Cap Value Fund

 

n/a

 

133666126

 

10/31

 

 

 

 

 

 

 

Credit Suisse High Income Fund

 

n/a

 

134042415

 

10/31

 

 

 

 

 

 

 

Credit Suisse Large Cap Blend Fund, Inc.

 

n/a

 

510380617

 

12/31

 

 

 

 

 

 

 

Credit Suisse Large Cap Growth Fund

 

n/a

 

521532243

 

10/31

 

Credit Suisse Mid-Cap Core Fund, Inc.

 

n/a

 

521549085

 

10/31

 

 

 

 

 

 

 

Credit Suisse Global High Yield Fund, Inc.

 

n/a

 

510342407

 

12/31

 

 

 

 

 

 

 

Credit Suisse Commodity Return Strategy Fund

 

n/a

 

061734448

 

10/31

 



 

Credit Suisse High Yield Bond Fund

 

n/a

 

134009166

 

10/31

 

 

 

 

 

 

 

Credit Suisse U.S. Systematic Alpha Equity Fund *

 

n/a

 

 

 

 

 

 

 

 

 

 

 

Credit Suisse Asset Management Income Fund, Inc.

 

n/a

 

232451535

 

12/31

 


* Fund may engage in Financing Transactions.

 


Exhibit 99.(h)(15)

 

EXECUTION VERSION

 

SECURITIES LENDING AND SERVICES AGREEMENT

 

BETWEEN

 

BORROWER

 

AND

 

STATE STREET BANK AND TRUST COMPANY

 



 

SECURITIES LENDING AND SERVICES AGREEMENT

 

Agreement (the “ Agreement ”) dated the 17 day of April, 2009 between each of the Credit Suisse Funds listed on Schedule B (each, a “ Borrower ”), and State Street Bank and Trust Company, a Massachusetts trust company (“ Lender ”), setting forth the terms and conditions under which Lender, from time to time on its own behalf, may lend certain securities to Borrower, against the receipt of Collateral.

 

This Agreement shall be deemed for all purposes to constitute a separate and discrete agreement between Lender and each Borrower, and no Borrower shall be responsible or liable for any of the obligations of any other Borrower under this Agreement or otherwise, notwithstanding anything to the contrary contained herein.

 

WHEREAS :

 

A.             Lender, on its own behalf, wishes to lend securities to the Borrower and the Borrower wishes to borrow securities from Lender;

 

B.             Lender is further willing to make certain cash advances to Borrower from time to time, which advances shall be used as collateral for borrowings of securities from Lender; and

 

C.             The Parties have agreed to enter into this Agreement to set out the terms and conditions on which Lender will lend securities to the Borrower and make cash advances to the Borrower;

 

NOW IT IS HEREBY AGREED

 

1.              Interpretation

 

1.1            For the purposes hereof:

 

Affiliate ” shall mean with respect to another Person:  (a) any Person directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with such other Person; (b) any officer, director, or partner, employee or relative (as defined in Section 3(15) of ERISA) of such other Person; and (c) any corporation or partnership of which such other Person is an officer, director or partner.  For purposes of this definition the term “control” means the power to exercise a controlling influence over the management or policies of a Person other than an individual.

 

Applicable Appendix ,” with respect to any Loan (as hereinafter defined), means the Appendix executed by the Parties pursuant to Section 29 that relates to such Loan and any books and records of Lender and its Affiliates that relate to such Loan, and, with respect to any Collateral Advance, means, collectively, the Collateral Advance Confirmation and any other books and records of Lender and its Affiliates that relate to such Collateral Advance.  Each Applicable Appendix shall be incorporated by reference into, and deemed to be a part of, this Agreement as if set forth in full herein.

 



 

 “ Applicable Law ” means any law, statute, rule, regulation or policy of any governmental authority (and its instrumentalities and political subdivisions thereof, including all states, provinces and territories) of competent jurisdiction, and relevant judicial interpretations thereof, or any rule or interpretation of any self-regulatory organization of competent jurisdiction, that is applicable to a Party to this Agreement or its Affiliates in connection with the actions required to be taken by that Party pursuant to this Agreement as the same is in effect from time to time.

 

Bank ” means a “bank” within the meaning of Section 3(a)(6)(A)-(C) of the Exchange Act.

 

Borrowed Securities ” shall mean any “securities” (as defined in the Exchange Act) which are delivered for the purpose of effecting a Loan hereunder, until the Clearing Organization credits the Lender’s accounts or the certificate for such security is delivered to Lender or otherwise accepted back under this Agreement or until the security is replaced by purchase, except that, if any new or different security shall be exchanged for any Borrowed Security by recapitalization, merger, consolidation or other corporate action, such new or different security shall, effective upon such exchange, be deemed to become a Borrowed Security in substitution for the former Borrowed Security for which such exchange was made.  For purposes of the return of Borrowed Securities by Borrower pursuant to Section 11 or the purchase of securities pursuant to Sections 13 or 15 hereunder, such term shall include securities of the same issuer, class and quantity as the Borrowed Securities, as adjusted pursuant to the preceding sentence.

 

Borrowing External Manager means an External Manager designated by the Borrower as being entitled to request securities from the Lender.

 

Broker-Dealer ” shall mean a Person registered as a broker or as a dealer under the Exchange Act.

 

Business Day ” shall mean any day recognized as a settlement day by the New York Stock Exchange, Inc. and on which Lender is open for business to the public.

 

Clearing Organization ” shall mean (a) the Depository Trust Company, (b) any Federal Reserve Bank which maintains a book entry system or (c) any other clearing agency for the transfer of securities, the use of which is agreed to by the Parties in the Applicable Appendix.

 

 “ Code ” means the Internal Revenue Code of 1986, as amended.

 

Collateral ” shall mean, whether now owned or hereafter acquired, (a) collateral permitted under Applicable Law and delivered to the Lender by Borrower pursuant to Sections 4.4, 7.1 or 7.2, and (b) all accounts in which such collateral is deposited and all securities and the like in which all cash collateral is invested or reinvested.

 

Collateral Advance ” has the meaning given it in Section 6.1.

 

Collateral Advance Due Date shall have the meaning given it in Section 6.6.

 

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Collateral Advance Confirmation ” has the meaning given it in Section 6.1.

 

Collateral Advance Maximum means the maximum permissible amount of aggregate outstanding Collateral Advances hereunder at any time as agreed upon by the Parties at any time or as otherwise set forth in a Collateral Advance Confirmation.

 

Collateral Documents ” means, collectively, each of the mortgages, collateral assignments, security agreements, pledge agreements or other similar agreements delivered pursuant to Section 6.8, Section 4.9, Section 10.3 or, if applicable, pursuant to Section 17, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of Lender and its Affiliates, if any.

 

Collateral Location ” is that location as agreed to by the Parties, where the transfer of Collateral with respect to a Loan is to occur.

 

Collateral Transfer Day ” shall mean each business day (based on the time of the Collateral Location) on which the office of Lender (or, if applicable, Lender’s agent) at the Collateral Location can receive or make a transfer of Collateral.  The Collateral Transfer Day that “next precedes” a Securities Trading Day is the first Collateral Transfer Day that begins prior to the beginning of such Securities Trading Day and so on as the case may be.  The Collateral Transfer Day that “next follows” a Securities Trading Day is the first Collateral Transfer Day that begins after the beginning of such Securities Trading Day and so on as the case may be.

 

Collateral Value ” means with respect to any Collateral or Custodial Collateral:

 

(a)            that is cash, the amount thereof;

 

(b)            consisting of securities, the Market Value thereof;

 

(c)            consisting Letters of Credit, the Permitted Amount thereunder;

 

(d)            consisting of other property or assets, as determined by such independent sources as may be selected by Lender on a reasonable basis.

 

Custodial Collateral ” means all property and assets of Borrower held, possessed, or controlled by Lender or its Affiliates (in their custodial or any other capacity).  Such Custodial Collateral shall include, without limitation all of the types of property set forth in Schedule A hereto.

 

Custodian ” means Lender or an Affiliate of Lender, or any of their successors or assigns, which act as Custodian on behalf of the Borrower in relation to the holding of securities and Collateral, or any Sub-Custodian.

 

Debtor Relief Laws ” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium,

 

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rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

 

Default Rate ” means the Prime Rate, unless a different rate is specified by Lender from time to time in the Lender’s sole discretion, or is otherwise specified in the Applicable Appendix.

 

Equivalent Securities ” in connection with any Loan means securities of an identical type, nominal value, description and amount to the Borrowed Securities which are the subject of such Loan and shall include the certificates and other documents of or evidencing title and transfer in respect of the foregoing (as appropriate).  If and to the extent that such securities are partly paid or have been converted, sub-divided, consolidated, redeemed, made the subject of a takeover, or rights issue, the expression shall have the following meaning:

 

(a)            in the case of conversion, sub-division or consolidation the securities into which the Borrowed Securities have been converted, sub-divided or consolidated;

 

(b)            in the case of redemption, a sum of money equivalent to the proceeds of the redemption;

 

(c)            in the case of takeover, a sum of money or securities, being the consideration or alternative consideration which Lender has directed the Borrower to accept in accordance with the terms hereof;

 

(d)            in the case of a rights issue, the Borrowed Securities together with the securities allotted thereon, which Lender has directed the Borrower to take up in accordance with the terms hereof, provided that the Custodian shall have paid to the Borrower all and any sum due in respect thereof;

 

(e)            in the case of a call on partly paid Borrowed Securities, the paid-up securities provided that Lender shall have paid to the Custodian the sum due.

 

“ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

 

Exchange Act ” means the Securities Exchange Act of 1934, as amended.

 

Event of Default ” has the meaning given in Section 12.

 

External Manager means any third party manager appointed by the Borrower from time to time to manage the assets of the Borrower.

 

 “ Lending Agent ” means State Street Bank and Trust Company acting in its capacity as agent for Borrower under the SLAA.

 

Letter of Credit ” means an irrevocable Letter of Credit issued by a Bank that is not the Borrower or an Affiliate of the Borrower, and which is acceptable to Lender in its sole

 

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discretion.  The Letter of Credit shall provide that payments thereunder shall be made to Lender upon presentation of a statement by Lender to the effect that a Borrower’s default has occurred.

 

Lien ” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever.

 

Liquid Custodial Collateral ” means any Custodial Collateral subject to a first priority perfected security interest for the benefit of the Lender consisting of cash or securities of a type customarily sold on a recognized market which are freely transferable, liquid, readily marketable, and are not subject to any legal, contractual or other restrictions on sale in such recognized market.

 

Loan ” shall mean a loan of securities hereunder.

 

Loan Obligations ” means all obligations and liabilities of the Borrower to Lender with respect to Loans made under this Agreement.

 

Margin Percentage ” shall mean one hundred and two percent (102%), or such greater percentage as is required by the Lender.

 

Market Value ” of a security means the fair market value of such security (including, in the case of any Borrowed Security that is a debt security, the accrued interest on such security) as determined by the independent pricing service designated by Lender, or by such other independent sources as may be selected by Lender on a reasonable basis.  The Market Value shall be stated in the currency of the Collateral Location.

 

Minimum Collateral Advance Margin Amount ” with respect to each Collateral Advance at any time of determination, means an amount of Relevant Liquid Custodial Collateral the Collateral Value of which is at least one hundred and two percent (102%), or such greater percentage as is required by the Lender, multiplied by the sum of (x) the outstanding amount of such Collateral Advance at such time and (y) all accrued and unpaid interest and other fees, if any, and obligations due and payable with respect to such Collateral Advances at such time.  Notwithstanding anything herein to the contrary, any Collateral securing any Loan, and any other Liquid Custodial Collateral that is subject to a prior security interest in favor of a Third Party or an Affiliate of Lender shall be excluded from Relevant Liquid Custodial Collateral only for the purposes of the calculation of the Minimum Collateral Advance Margin Amount.

 

Parties ” means the Lender and the Borrower.

 

Permitted Amount ” means, with respect to a Letter of Credit at any time, the amount available to be drawn at such time by Lender as beneficiary under such Letter of Credit.

 

Person ” means either of (i) an individual; or (ii) any corporation, company, association, firm, partnership, society, joint stock company, trust, business trust or any similar legal entity, in each case organized under the laws of any jurisdiction, and in each case whether held privately or held by a sovereign government, or held by such sovereign government’s agencies or instrumentalities.

 

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 “ Prime Rate ” shall mean the prime rate as quoted in The Wall Street Journal , New York Edition, for the Business Day preceding the date on which such determination is made.  If more than one rate is so quoted, the Prime Rate shall be the average of the rates so quoted.

 

Relevant Custodian ” in relation to a particular Loan means a Custodian who holds either securities or Collateral or both in relation to such Loan.

 

Relevant Liquid Custodial Collateral ” with respect to any Collateral Advance, means the Liquid Custodial Collateral designated in the Collateral Advance Confirmation, if any, or in any books or records of Lender or its Affiliates, in each case applicable to such Collateral Advance only.  Notwithstanding anything herein to the contrary, any Collateral securing any Loan, and any Liquid Custodial Collateral that is subject to a prior security interest in favor of a Third Party or an Affiliate of the Lender or that secures any obligations or liabilities other than the Secured Line Obligations or the Loan Obligations shall not constitute Relevant Liquid Custodial Collateral.

 

Replacement Value ” shall mean the price, including any brokerage or other expenses and accrued interest, at which a like amount of securities identical to the Borrowed Securities could be purchased in the principal market for such securities at the time of the Lender’s election under Section 13.1 hereof.

 

Secured Line Obligations ” means all debts, liabilities, obligations, covenants and duties of the Borrower now or hereafter existing under this Agreement or any Collateral Documents in respect of any Collateral Advances made pursuant to this Agreement, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, fees, premiums, penalties, indemnifications, contract causes of action, costs, expenses or otherwise.

 

Securities Trading Day ” shall mean each business day (based on the time of the Securities Trading Location) when settlement of securities trades can be made by the office of Lender (or, if applicable, Lender’s agent) in the Securities Trading Location.

 

Securities Trading Location ” means that location, agreed to by the Parties, where the transfer of Borrowed Securities with respect to a Loan is to occur.

 

SLAA ” means that securities lending authorization agreement between State Street Bank and Trust Company and the Borrower dated March 17, 2004, as it may be amended from time to time.

 

Sub-Custodian ” means any Person to whom the performance of a Custodian’s duties have been delegated.

 

Taxes ” means taxes (including capital gains), sales tax, levies, imposts, deductions, charges, withholdings, stamp or other duties, transfer taxes, fees, penalties, fines, and any similar sanctions, and any interest on any of the foregoing, including, without limitation, any tax imposed on Lender or its Affiliates with respect to the services performed by Lender or its Affiliates in arranging for the Loans or Collateral Advances, or Lender acting as agent under this

 

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Agreement.  “Taxes” does not include income tax assessable against Lender or its Affiliates with respect to fees payable under this Agreement.

 

Third Party ” means any Person that is not Lender or any of its Affiliates.

 

UCC has the meaning set forth in Section 1.4  hereof.

 

U.S. Security ” means a security issued or guaranteed by the United States government or any of its agencies.

 

1.2            Any Schedules to this Agreement constitute part of this Agreement.

 

1.3            All headings appear for convenience only and shall not affect the interpretation hereof.

 

1.4            Unless otherwise defined in this Agreement, terms defined in Article 8 or Article 9 of the UCC (as defined below) are used in this Agreement as such terms are defined in such Article 8 or Article 9.  “ UCC ” means the Uniform Commercial Code as in effect from time to time in the Commonwealth of Massachusetts; provided that, if perfection or the effect of perfection or non perfection or the priority of the security interest in any Collateral or Custodial Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the Commonwealth of Massachusetts, “ UCC ” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non perfection or priority, and further provided that, if perfection or the effect of perfection or non perfection or the priority of the security interest in any Collateral or Custodial Collateral is governed by the laws of a foreign country, “ UCC ” means any foreign country laws and regulations comparable to the UCC which relate to the perfection of a security interest, the effect of perfection or non perfection or priority.  In addition, where the context so requires, any term defined herein by reference to the UCC shall also have any extended, alternative or analogous meaning given to such term in analogous foreign personal or movable property security laws, in all cases for the extension, preservation or betterment of the security and rights of the Lender.

 

2.              Reserved .

 

3.              Loans of Securities .

 

3.1            Upon request of Borrower, Lender may, from time to time, in its sole discretion, lend securities to Borrower against the receipt of Collateral delivered by Borrower.  The Parties shall agree on the terms of each Loan, including the identity and amount of the securities to be lent, the term of the Loan, the basis of compensation, and the type and amount of Collateral to be delivered by Borrower (subject to the terms and conditions of this Agreement), which terms may be amended during the period of the Loan only by mutual agreement of the Parties hereto.

 

3.2            Loans, all applicable terms and conditions thereof, and amendments and activity, if any, with respect thereto, shall be evidenced by Lender’s records pertaining to such Loans maintained by Lender in the regular course of its business and such records shall represent

 

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conclusive evidence thereof except for manifest error or willful misconduct.  Lender will send Borrower monthly statements of outstanding Loans showing Loan activity which Borrower agrees to examine promptly and to advise Lender of any errors or exceptions.  Borrower’s failure to so advise Lender within twenty (20) days after delivery of any such statement shall be deemed to be Borrower’s admission of the accuracy and correctness of the contents thereof and Borrower shall be fully bound thereby.  The foregoing shall not be construed to prevent the Parties from mutually agreeing to amend or correct such statements if there has been manifest error in the preparation of such statements.

 

3.3            Notwithstanding any other provisions in this Agreement with respect to when a Loan occurs, a Loan hereunder shall not occur until the Borrowed Securities and the Collateral therefor are delivered.  If, on any Collateral Transfer Day, Borrower delivers Collateral, as provided in Section 4.1 hereunder, and Lender does not deliver the Borrowed Securities as provided in Section 5.1 hereunder, Borrower shall have the absolute right to the prompt return of the Collateral; and if, on any Business Day, Lender delivers Borrowed Securities as provided in Section 5.1 hereunder and Borrower does not deliver Collateral as provided in Section 4.1 hereunder, Lender shall have the absolute right to the prompt return of the Borrowed Securities.

 

4.              Deliveries and Treatment of Collateral .

 

4.1            Consistent with market practice applicable to the relevant Borrowed Securities and no later than the Collateral Transfer Day that is coincident with or next precedes the Securities Trading Day upon which Borrowed Securities are to be transferred to Borrower as a Loan, (unless otherwise agreed in the Applicable Appendix), Borrower shall deliver to Lender, or, in accordance with Lender’s instructions, to Lender’s agent, Collateral of a type agreed to by the Parties and having a Collateral Value not less than the Margin Percentage of the current Market Value of the Borrowed Securities.  The Collateral shall be delivered by such one or more of the following methods as are agreed to by the Parties pursuant to Section 3.1:

 

(a)            Borrower transferring funds by wire;

 

(b)            Borrower delivering to Lender an irrevocable Letter of Credit, issued by a Bank that is not an Affiliate of Borrower and which is acceptable to Lender in its sole discretion;

 

(c)            Borrower delivering U.S. Securities through the Federal Reserve book-entry system to the account of Lender at the Federal Reserve Bank of Boston;

 

(d)            Borrower delivering U.S. dollars to Lender’s account at the Federal Reserve Bank of Boston; and/or

 

(e)            Borrower delivering non-cash Collateral through any Clearing Organization agreed to by the Parties.

 

(f)             Borrower may also deliver Collateral through any other methods agreed to by the Parties.

 

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4.2            With respect to any Loan, the Borrower may fulfill the requirements of Section 4.1 by delivering cash Collateral consisting in part or in whole of the proceeds of a Collateral Advance; provided , that this Section 4.2 shall not be, or be deemed to be, a commitment by the Lender to make any Collateral Advance.

 

4.3            The Borrower may not assign, change, grant a security interest in, dispose of or otherwise deal in any manner with the Collateral or any rights therein.

 

4.4            The Collateral delivered by Borrower to Lender, as adjusted pursuant to Section 4.7 below, shall be security for the due and punctual performance by Borrower of any and all of its obligations to the Lender hereunder and under any other securities loan agreement between Borrower and Lender, now or hereafter arising, and Borrower hereby pledges with, assigns to, and grants to and for the benefit of Lender, as security for such obligations, a first priority security interest in, the Borrower’s right, title, and interest in and to the Collateral.  Such first priority security interest shall attach upon the delivery of the Collateral to Lender, shall survive the termination of this Agreement, and shall cease only upon the return of the Borrowed Securities to Lender; provided , however , that such first priority security interest shall survive until the redelivery of the Collateral to Borrower to the extent that any Loan Obligation with respect to the relevant Loan remains outstanding after the return of the Borrowed Securities to Lender.  In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC.

 

4.5            It is understood that Lender may use, invest and re-hypothecate the Collateral in its sole discretion.

 

4.6            With the approval of Lender, Borrower may at any time substitute for any securities held by Lender as Collateral for the Borrowed Securities other Collateral with respect to the Borrowed Securities of equal current Market Value to the securities for which it is to be substituted, provided that the Borrower first deliver substitute Collateral acceptable to Lender.  Prior to the maturity of any debt security that is delivered to the Lender as Collateral, the Borrower shall replace such security with other Collateral acceptable to Lender and of equal current Market Value to the debt security for which it is to be substituted.  Substitute Collateral shall be considered Collateral for all purposes under this Agreement.

 

4.7            Borrower shall be entitled, in the absence of any Event of Default by or with respect to Borrower that has occurred and is continuing, to receive all distributions made on or in respect of non cash Collateral the payment dates for which are during the term of the Loan and which are not otherwise received by Borrower, to the full extent it would be so entitled if the Collateral has not been delivered to Lender; provided, however , that the amount, type or value of such distribution which Borrower is entitled to receive hereunder shall not exceed the amount, type and value received by Lender or its agents.  Any distributions made on or in respect of such Collateral which Borrower is entitled to receive pursuant to this Section shall be paid in the same currency as such distribution is paid by the issuer (unless otherwise specified in the Applicable Appendix), by Lender to Borrower forthwith upon receipt by Lender, so long as an Event of Default by or with respect to Borrower has not occurred and is continuing at the time of such receipt.

 

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4.8            Except as provided in Sections 13 and 15 hereunder, Lender shall be obligated to return the Collateral to Borrower upon the return to Lender of the Borrowed Securities, as described in Section 11.3.

 

4.9            As further security, the Custodial Collateral will secure, and this Agreement and the Collateral Documents will secure the Loan Obligations.  The Borrower hereby grants to and for the benefit of Lender, as security for the Loan Obligations, a security interest in the Borrower’s right, title, and interest in and to the Custodial Collateral, in each case whether now owned or hereafter acquired by the Borrower, wherever located, and whether now or hereafter existing or arising.  On demand, the Borrower shall deliver the Custodial Collateral to Lender or its bank or trust company Affiliates and will enter into appropriate Collateral Documents as required by the Lender.  Such security interest shall survive the termination of this Agreement to the extent necessary in order for Borrower to repay any outstanding Loan Obligations.  The Parties acknowledge that value has been given.

 

4.10          Unless the Borrower otherwise directs Lender, Lender shall, acting as agent for the Borrower, and at the expense of the Borrower, use commercially reasonable efforts to take such actions on the Borrower’s behalf as Lender believes are necessary or appropriate to cause the Borrower to comply with Lender’s instructions pursuant to this Section 4, provided that Lender shall cease to act in such agency capacity if an Event of Default has occurred and is continuing.

 

5.              Deliveries and Treatment of Borrowed Securities .

 

5.1            After Borrower has delivered Collateral as described in Section 4, Lender shall, on the Securities Trading Day agreed to by the Parties, deliver the Borrowed Securities to Borrower by one of the following methods, as agreed by the Parties pursuant to Section 3.1:

 

(a)            by delivering to Borrower certificates representing the Borrowed Securities together with such transfer documents as are customary for such securities;

 

(b)            by causing the Borrowed Securities to be credited to Borrower’s account at a Clearing Organization as agreed to by the Parties in the Applicable Appendix, and such crediting and debiting shall result in receipt by Borrower and Lender of a Clearing Organization notice, which shall constitute a schedule of the Borrowed Securities;

 

(c)            by causing the Borrowed Securities to be credited to the Borrower’s account with the Custodian; or

 

(d)            by any other method customary for the delivery of securities at the Securities Trading Location and agreed to by the Parties in the Applicable Appendix.

 

5.2            Except as provided in Section 5.3, Borrower shall exercise all of the incidents of ownership with respect to the Borrowed Securities, including the right to transfer the Borrowed Securities to others, until the Borrowed Securities are returned to Lender in accordance with the terms of this Agreement.

 

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5.3            Lender shall be entitled to receive and/or participate in all distributions (including payments upon maturity or other redemption) made on or in respect of the Borrowed Securities, the record and/or payable dates for which are during the term of the Loan and which are not otherwise received by Lender, to the full extent it would be so entitled if the Borrowed Securities had not been lent to Borrower, including, but not limited to:

 

(a)            all cash dividends;

 

(b)            all other distributions of cash or property (including, for the avoidance of doubt, any deemed distributions that give rise to tax credit entitlements for shareholders under sections 852(b)(3)(D)(ii) and 857(b)(3)(D)(ii) of the Internal Revenue Code of 1986 and similar refundable tax credits);

 

(c)            stock dividends;

 

(d)            securities received as a result of split ups, conversions, sub-divisions or consolidations of the Borrowed Securities and distributions in respect thereof;

 

(e)            interest payments;

 

(f)             in the case of a rights issue, the Borrowed Securities together with the securities allotted thereon;

 

(g)            in the case of redemption, a sum of money equivalent to the proceeds of the redemption;

 

(h)            any rights relating to conversion, sub-division, consolidation, preemption, rights arising under a takeover offer or other rights, including those requiring election by the holder for the time being of such securities which become exercisable prior to the redelivery of Borrowed Securities, in which event the Lender may, within a reasonable time before the latest time for the exercise of the right or option, give written notice to the Borrower that on redelivery of Borrowed Securities it wishes to receive redelivered securities in such form as if the right is exercised or, in the case of a right which may be exercised in more than one manner, is specified in such written notice;

 

(i)             in the case of a capitalized issue, the Borrowed Securities together with the securities allotted by way of a bonus thereon;

 

(j)             in the case of any event similar to any of the foregoing, the Borrowed Securities together with or replaced by a sum of money or securities equivalent to that received in respect of such Borrowed Securities resulting from such event; and

 

(k)            all rights to purchase additional securities.

 

In regard to subparagraphs (f) through (j) above, the Borrower shall either: (i) redeliver the Borrowed Securities in time to allow the Lender to participate in rights, fees or other benefits so described; or (ii) exercise such rights, fees or other benefits as directed by Lender.  In the event a re-registration process is necessary in order to transfer such rights, fees or other benefits which

 

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attach to the Borrowed Securities, and a Loan is terminated prior to the applicable record/payable date but not sufficiently prior to the record/payable date to enable Lender to re-register the Borrowed Securities in its own name, Borrower is to forward, and/or act on Lender’s behalf in accordance with Lender’s instructions with respect to all rights, fees or other benefits.

 

5.4            Unless otherwise specified in the Applicable Appendix, cash dividends and other distributions shall be paid to Lender gross of any taxes in an amount equal to such cash distributions, together with interest on such amount and on accrued interest at the Prime Rate calculated daily from the payable date until such amount and such interest are paid in full, and in the same currency that the issuer of the Borrowed Security makes such distribution.  Any cash distributions made on or in respect of the Borrowed Securities which Lender is entitled to receive pursuant to this Section shall be paid to Lender by Borrower without demand on payable, maturity, or redemption date.  Non cash distributions other than those in the nature of stock splits or stock dividends shall be paid to Lender as soon as possible under the best efforts of Borrower.  Non cash distributions which are in the nature of stock splits or stock dividends and which are received by Borrower shall be added to the Borrowed Securities and shall be considered such for all purposes, except that:  (a) if the Borrowed Securities have been returned to Lender or if Borrower is in Default hereunder, Borrower shall forthwith deliver any such non cash distributions to Lender; and (b) Lender may direct Borrower, upon no less than six Business Days notice prior to the date of such a non cash distribution, to deliver the same to Lender on the Business Day next following the date of such non cash distribution.

 

5.5            With respect to Section 5.3(k) hereof, Lender may, at its sole option, (A) direct Borrower to purchase additional securities on Lender’s behalf or (B) terminate the Loan of specified securities so that Lender may exercise its purchase rights.  In the case of option (A) under the next preceding sentence, Borrower may elect either (i) to retain such additional securities as part of its Loan, in which case Lender and Borrower shall make such arrangements as are necessary to provide that Borrower has adequate funds to purchase such additional securities and that the Loan of such additional securities is collateralized as required by Section 4; or, (ii) to deliver such additional securities to Lender (on the date specified by Lender).  In the case of option (B) under the second preceding sentence, the applicable provisions of this Agreement regarding terminations of Loans shall apply.

 

5.6            Unless the Borrower otherwise directs Lender, Lender shall, acting as agent for the Borrower, and at the expense of the Borrower, use commercially reasonable efforts to take such actions on the Borrower’s behalf as Lender believes are necessary or appropriate to cause the Borrower to comply with Lender’s instructions pursuant to this Section 5, provided that Lender shall cease to act in such agency capacity if an Event of Default has occurred and is continuing.

 

6.              Collateral Advance.

 

6.1            From time to time Lender may, in its sole and absolute discretion, upon notice to Borrower, make cash advances to the Borrower on the terms and conditions set forth herein (each such advance, a “ Collateral Advance ”).  Lender shall have no obligation whatsoever to make any such Collateral Advances.  The Borrower hereby agrees, and shall be deemed to agree, to the terms of any confirmation provided by Lender from time to time in

 

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respect of any such Collateral Advance (each, a “ Collateral Advance Confirmation ”) with respect to which the Borrower receives a Collateral Advance.

 

(a)            The Borrower shall use all proceeds of Collateral Advances solely to provide cash Collateral for Loans made pursuant to the terms of this Agreement.

 

(b)            Without limiting Lender’s discretion in the making of any Collateral Advance, the Borrower acknowledges and agrees that Lender shall not be required to make any Collateral Advance unless the following conditions are satisfied (and acceptance by the Borrower of any Collateral Advance shall be deemed a representation and warranty by the Borrower that such conditions are satisfied):

 

(A)           On the date the Collateral Advance is contemplated to be made, no Event of Default shall have occurred and be continuing;
 
(B)            Before and after giving effect to the proposed Collateral Advance, the Borrower’s representations and warranties in this Agreement shall be true and correct as of the date of such proposed Collateral Advance (unless such a representation is made as of a certain date, in which case, as of such certain date);
 
(C)            The Borrower shall be in compliance with Section 6.2 with respect to each outstanding Collateral Advance and with Section 6.3 with respect to the aggregate outstanding Collateral Advances, and Lender shall be satisfied that after giving effect to any contemplated Collateral Advance, the Borrower shall remain in compliance with Sections 6.2 and 6.3; and
 
(D)           Before and after giving effect to any contemplated Collateral Advance, the aggregate amount of outstanding Collateral Advances does not exceed the Collateral Advance Maximum.
 

6.2            At all times, the Collateral Value of the Relevant Liquid Custodial Collateral designated with respect to each Collateral Advance shall equal or exceed the Minimum Collateral Advance Margin Amount for such Collateral Advance.

 

6.3            At all times, the Collateral Value of the aggregate Relevant Liquid Custodial Collateral designated with respect to the outstanding Collateral Advances shall equal or exceed the aggregate Minimum Collateral Advance Margin Amount for the outstanding Collateral Advances; provided that if, at any time, the Borrower fails to meet this requirement, the Borrower shall be deemed not to have breached this covenant with respect to such failure if, immediately upon Lender’s demand, the Borrower repays outstanding Collateral Advances in an amount adequate to satisfy such requirement or causes the aggregate Relevant Liquid Custodial Collateral designated with respect to the outstanding Collateral Advances to increase such that the Collateral Value of the aggregate Relevant Liquid Custodial Collateral designated with respect to the outstanding Collateral Advances equals or exceeds the aggregate Minimum Collateral Advance Margin Amount.

 

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6.4            The Borrower shall not permit the aggregate outstanding principal amount of the Collateral Advances to exceed the Collateral Advance Maximum or the maximum aggregate limit under the 1940 Act or investment restrictions.  At any time that the aggregate outstanding principal amount of Collateral Advances exceeds the Collateral Advance Maximum or the maximum aggregate limit under the 1940 Act or investment restrictions, the Borrower shall immediately repay principal in an amount equal to at least the excess of the aggregate outstanding principal of Collateral Advances over the Collateral Advance Maximum and the maximum permitted.

 

6.5            The Borrower shall pay no interest on each Collateral Advance outstanding unless otherwise agreed by the Parties or as otherwise provided in Section 6.7 hereof.

 

6.6            The Borrower shall repay in full in cash each Collateral Advance and any other fees and amounts due thereon, immediately upon demand by Lender.  The Borrower acknowledges and agrees that Lender may make any such demand in its sole and absolute discretion and nothing in this Agreement or any Collateral Advance Confirmation (including the specification of a Collateral Advance Due Date therein) will limit the Lender’s right to be repaid in full and in readily available funds the amount of any or all outstanding Collateral Advances upon demand therefor.  In the absence of such a demand, the Borrower shall repay each Collateral Advance on the earliest of (i) the date specified in the Collateral Advance Confirmation related to such Collateral (the “ Collateral Advance Due Date ) ; (ii) pursuant to Section 12, upon an Event of Default; and (iii) upon the termination of this Agreement.

 

6.7            Notwithstanding any other provisions of this Agreement, Collateral Advances that are not repaid when due under this Agreement shall bear interest at the Default Rate from and including the date first due until paid.

 

6.8            The Custodial Collateral will secure, and this Agreement and the Collateral Documents secure the Borrower’s Secured Line Obligations to the Lender and its Affiliates.  The Borrower hereby grants to and for the benefit of Lender and each of its Affiliates, as security for the Secured Line Obligations, a security interest in the Borrower’s right, title and interest in and to the Custodial Collateral, in each case whether now owned or hereafter acquired by the Borrower, wherever located, and whether now or hereafter existing or arising.  On demand, the Borrower shall deliver the Custodial Collateral to Lender or its bank or trust company Affiliates and will enter into appropriate Collateral Documents as required by the Lender.

 

6.9            Such security interest shall survive the termination of this Agreement to the extent necessary in order for Borrower to meet any outstanding Secured Line Obligations.  The Parties acknowledge that value has been given.

 

6.10          Each payment by the Borrower will be made in the currency of the Collateral Advance with respect to which it is paid unless otherwise agreed upon by the Parties.

 

6.11          Collateral Advances, all principal thereof, interest payable thereon and fees and other amounts payable with respect thereto, and the other terms and conditions thereof,

 

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and any amendments and activity, if any, with respect thereto, shall be evidenced by Lender s books and records and such books and records shall represent conclusive evidence thereof and be binding on the Borrower except in the case of manifest error or willful misconduct.  The Borrower agrees to promptly examine any statements provided by Lender to the Borrower and promptly advise Lender of any errors or exceptions.  The Borrower s failure to so advise Lender within twenty (20) days after delivery of any such statement shall be deemed to be the Borrower s admission of the accuracy and correctness of the contents thereof and the Borrower shall be bound thereby.  The foregoing shall not be construed to prevent the Parties from mutually agreeing to amend or correct such statements if there has been manifest error in the preparation of such statements.

 

7.              Marks to Market; Maintenance of Collateral .

 

Part A – Securities Loan Provisions

 

7.1            Borrower shall daily mark to market any Loans hereunder and in the event that at the close of trading on any day the Market Value of all the Collateral delivered by Borrower to Lender with respect to any Loan hereunder shall be less than the Margin Percentage, of the Market Value of the Borrowed Securities outstanding with respect to such Loan, Borrower shall deliver to Lender additional Collateral by the close of the next Business Day so that the Market Value of additional Collateral when added to Market Value of the Collateral with respect to such Loan shall equal at least the Margin Percentage of the Market Value of the Borrowed Securities outstanding with respect to such Loan.  Such additional Collateral shall be delivered as provided for in Section 4.1 above.

 

7.2            In the event that at the close of trading on any day the Market Value of all the Collateral delivered by Borrower to Lender with respect to any Loan hereunder shall be less than the Margin Percentage of the Market Value of all the Borrowed Securities outstanding with respect to such Loan, Lender may, by notice to Borrower, demand that Borrower deliver to Lender additional Collateral so that the Market Value of such additional Collateral when added to the Market Value of the Collateral with respect to such Loan shall equal at least the Margin Percentage of the Market Value of the Borrowed Securities outstanding with respect to such Loan.

 

In the event that at the close of trading on any day the Market Value of all the Collateral delivered by Borrower to Lender with respect to any Loan hereunder shall be greater than the Margin Percentage of the Market Value of all the Borrowed Securities outstanding with respect to such Loan, then Lender shall, to the extent operationally practicable, reallocate for investment under the SLAA the amount of Collateral exceeding the Margin Percentage of the Market Value of the Borrowed Securities outstanding with respect to such Loan.

 

7.3            Unless otherwise specified in the Applicable Appendix, the timing of the delivery of Collateral in response to a notice and demand made pursuant to Section 7.2 shall be as follows:

 

(a)            If the Collateral Location is in the United States: (i) such delivery is to be made by 2:00 p.m. (Boston time) of such Collateral Transfer Day if such notice is given by 11:00 a.m.

 

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(Boston time); and (ii) if such notice is given after 11:00 a.m. (Boston time) on such Collateral Transfer Day, such delivery is to be made by 2:00 p.m. (Boston time) of the next Collateral Transfer Day, unless (A) such notice has been superseded by a proper demand made pursuant to Section 7.2 given before 11:00 a.m. (Boston time) of that next Collateral Transfer Day, or (B) additional Collateral is required to be delivered on that next Collateral Transfer Day pursuant to Section 4.1.

 

(b)            If the Collateral Location is not in the United States: (i) such delivery shall be made not later than a time on such Collateral Transfer Day specified in the Applicable Appendix (the “Delivery Deadline”) if such notice is given prior to a time (the “Notice Deadline”) that is specified in the Applicable Appendix, or (ii) if such notice is not given prior to such Notice Deadline (or if no Notice Deadline has been specified) such delivery is to be made by the Delivery Deadline on the next Collateral Transfer Day, unless (A) such notice has been superseded by a proper demand made pursuant to Section 7.2 given before the Notice Deadline (if applicable) of that next Collateral Transfer Day or (B) additional Collateral is required to be delivered pursuant to Section 4.1.

 

Part B – Collateral Advance Provisions

 

7.4            The Borrower shall daily mark to market each Collateral Advance and its Relevant Liquid Custodial Collateral and in the event that as of the opening of business on any Business Day, the Collateral Value of the Relevant Liquid Custodial Collateral designated with respect to such Collateral Advance hereunder shall be less than the Minimum Collateral Advance Margin Amount for such Collateral Advance, the Borrower shall designate additional Liquid Custodial Collateral by the close of such Business Day, so that the Collateral Value of such additional Liquid Custodial Collateral, when added to Collateral Value of the Relevant Liquid Custodial Collateral previously designated for or delivered with respect to such Collateral Advance, shall equal at least the Minimum Collateral Advance Margin Amount for such Collateral Advance by not later than the close of such Business Day.  Such additional Liquid Custodial Collateral shall be then considered Relevant Liquid Custodial Collateral with respect to such Liquid Collateral Advance.

 

7.5            In the event that as of the opening of business on any Business Day, the Collateral Value of the Relevant Liquid Custodial Collateral designated with respect to any Collateral Advance shall be less than the Minimum Collateral Advance Margin Amount for such Collateral Advance, Lender or its Affiliates may, by oral notice to the Borrower on such Business Day, demand that the Borrower designate additional Liquid Custodial Collateral so that the Collateral Value of such additional Liquid Custodial Collateral, when added to the Collateral Value of the Relevant Liquid Custodial Collateral previously designated or delivered with respect to such Collateral Advance, shall equal at least the Minimum Collateral Advance Margin Amount for such Collateral Advance by not later than the close of such Business Day.  Such additional Liquid Custodial Collateral shall be then considered Relevant Liquid Custodial Collateral with respect to such Collateral Advance.

 

7.6            In the event that as of the opening of business on any Business Day, the Collateral Value of all Relevant Liquid Custodial Collateral designated with respect to any

 

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Collateral Advance shall be greater than the Minimum Collateral Advance Margin Amount for such Collateral Advance, the Borrower may (if an Event of Default has not occurred), by oral notice to Lender on such Business Day, cease to designate such Relevant Liquid Custodial Collateral for such Collateral Advance as may be selected by the Borrower, so long as the Collateral Value of the remaining Relevant Liquid Custodial Collateral equals at least the Minimum Collateral Advance Margin Amount for such Collateral Advance by not later than the close of such Business Day.  To the extent such Relevant Liquid Custodial Collateral ceases to be so designated, it shall cease to constitute Relevant Liquid Custodial Collateral with respect to such Collateral Advance.

 

7.7            Unless the Borrower otherwise directs Lender, Lender shall, acting as agent for the Borrower, and at the expense of the Borrower, use commercially reasonable efforts to take such actions on the Borrower’s behalf as Lender believes are necessary or appropriate to cause the Borrower to comply with Lender’s instructions pursuant to this Section 7, provided that Lender shall cease to act in such agency capacity if an Event of Default has occurred and is continuing.

 

8.              Fees and Taxes .

 

8.1            Reserved.

 

8.2            The Borrower shall pay and indemnify Lender against all costs, including any and all Taxes with respect to any transfers hereunder of the Borrowed Securities,  Collateral, or Custodial Collateral.

 

8.3            The Borrower shall ensure that this Agreement and all instruments of transfer of any securities provided or returned pursuant to the terms of this Agreement have been duly stamped in accordance with all applicable legislation and other legal, regulatory, self-regulatory organization, or stock exchange requirements and are otherwise freely transferable in the recognized securities trading market.

 

8.4            Unless otherwise agreed, all monies payable by the Borrower to Lender under this Agreement or any Collateral Agreement, or in respect of any Loan transaction or Collateral Advance by Lender shall be paid free and clear of, and without withholding or deduction for, any Taxes of whatsoever nature imposed, levied, collected, withheld or assessed by any authority having power to tax, unless the withholding or deduction of such Taxes is required by law.  If the withholding or deduction of Taxes is required by law of the jurisdiction of domicile of the Borrower, the Borrower shall pay such additional amounts as will result in the net amounts receivable by Lender (after taking account of such withholding or deduction) being equal to such amounts as would have been received by Lender had no such Taxes been withheld or deducted.

 

8.5            The Borrower will hold Lender harmless from and against any liability, loss or expense related to any Taxes that might be or are assessed by any authority in the jurisdiction of domicile of the Borrower having power to tax with respect to any payments made, or deemed to have been made, by the Borrower under this Agreement or any Collateral

 

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Agreement.  The Borrower agrees that it will not seek reimbursement for any such Taxes from Lender or any contributions by Lender with respect to the same.

 

8.6            When the agreement to lend securities is made, the Parties shall agree on the basis of compensation to be paid in respect of the Loan.

 

9.              Representations of the Parties .

 

The Parties hereby make the following representations and warranties, which shall continue until the later of the termination of this Agreement and the repayment in full of all amounts owed to Lender under this Agreement of any Loan or any Collateral Advance under this Agreement:

 

Part A – General Representations

 

9.1            Each Party hereto represents and warrants that (a) it has the power to execute and deliver this Agreement, to enter into the Loans and Collateral Advances contemplated hereby, and to perform its obligations hereunder; (b) it has taken all necessary action to authorize such execution, delivery, and performance; and (c) this Agreement constitutes a legal, valid, and binding obligation enforceable against it, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws, now or hereafter in effect, relating to or limiting creditors’ rights generally, and (ii) general principles of equity (regardless of whether a proceeding to enforce such an agreement is considered in a proceeding at law or in equity).

 

9.2            Each Party hereto represents and warrants that the execution, delivery and performance by it of this Agreement and each Loan and Collateral Advance hereunder will at all times comply with all Applicable Law.

 

9.3            The Borrower further represents and warrants that the Borrower has not relied on Lender or any of Lender’s Affiliates for investment, financial, or other advice with respect to the Loans or the Collateral Advances, and Borrower is making its independent judgment or is relying upon External Managers or Third Party advisers with respect to the Loans and the Collateral Advances and neither Lender nor its Affiliates are acting as a fiduciary, advisor, or agent for the Borrower with respect to any of the Loans or the Collateral Advances.

 

9.4            Each Party hereto represents and warrants that it has made its own determination as to the tax treatment of any dividends, remuneration, or other funds received hereunder.

 

9.5            Borrower represents that any statements provided to Lender pursuant to Section  Error! Reference source not found. fairly represent its financial condition, and that there has been no material adverse change in its financial condition since that date that has not been disclosed in writing to Lender.  Each request by Borrower for a Loan shall constitute a present representation that there has been no material adverse change in Borrower’s financial

 

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condition that has not been disclosed to Lender since the date of the most recent statement furnished to Lender pursuant to Section  Error! Reference source not found. ;.

 

9.6            Lender represents and warrants (a) that it is a trust company duly organized and validly existing under the laws of the state of its organization and (b) that it has, or will have at the time of delivery of any Borrowed Securities, the authority to deliver the Borrowed Securities subject to the terms and conditions hereof.

 

9.7            Borrower represents and warrants that (a) it is a corporation, partnership, or other entity duly organized and validly existing under the laws of the state of its organization; (b) if it is a Bank, a Broker-Dealer, or any other entity which is subject to regulation under the laws and regulations of any jurisdiction, the supervision of any governmental authority, or the regulation of a Self Regulatory organization, it is in compliance in all material respects with all laws, regulations, and supervisory directives applicable to it; (c) it has, or will have at the time of delivery of any Collateral or Custodial Collateral, the right to grant a first security interest therein subject to the terms and conditions hereof; and (d) to the extent applicable, it (or the party to whom it relends the Borrowed Securities) is borrowing or will borrow the Borrowed Securities (except for Borrowed Securities that qualify as “exempted securities” under Regulation T of the Board of Governors of the Federal Reserve System) for the purposes of making delivery of such securities in the case of short sales, failure to receive securities required to be delivered, or as otherwise permitted pursuant to Regulation T.

 

If Borrower is a management investment company that is, or is required to be, registered under the Investment Company Act of 1940, as amended (the “1940 Act”),  Borrower acknowledges that any obligation to determine whether any transaction made pursuant to this Agreement or the SLAA is in compliance with those laws and regulations under the 1940 Act relating to the borrowing or lending of securities or cash, the posting or receipt of collateral relating to such borrowing or lending of cash or securities, or the issuance of ‘senior securities,’ as that term is defined under Section 18 of the 1940 Act, including all obligations to compile and maintain such data and make such calculations as are necessary or appropriate in order to make such determinations, as well as all obligations that require the Borrower to segregate, identify and substitute Borrower assets, and daily monitor such assets and their values (collectively, “Applicable 1940 Act Requirements”), except as specifically set forth in the SLAA, it is the obligation of Borrower and not the Lender or any of Lender’s Affiliates.  In addition, if Borrower is a management investment company that is, or is required to be, registered under the 1940 Act, Borrower represents and warrants to Lender as of the close of business on each day that Borrower is so registered or is required to be so registered, that (i) any transaction or series of transactions under this Agreement and/or the SLAA that creates leverage as a matter of law or fact is (A) in furtherance of Borrower’s investment objective or objectives, (B) permitted or not otherwise prohibited by Borrower’s investment policies, and (C) disclosed in all material respects in Borrower’s registration statement filed with the Securities and Exchange Commission pursuant to Section 8 of the 1940 Act, and (ii) Borrower is in compliance in all material respects with Applicable Law applicable to Borrower, including Applicable 1940 Act Requirements.

 

9.8            The Borrower makes the following representations and warranties.  Each request for a Loan or a Collateral Advance constitutes a renewal of these representations and warranties as of the date of the request:

 

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(a)            This Agreement does not conflict with any agreement, or obligation by which the Borrower is bound.

 

(b)            There is no lawsuit, judicial proceeding, tax claim or other dispute pending or threatened against the Borrower which, if lost, would impair the Borrower’s financial condition or ability to repay the Secured Line Obligations or Loan Obligations, except as have been disclosed in writing to Lender.

 

(c)            The Borrower is not in default on any obligation for borrowed money, any purchase money obligation or any other material lease, commitment, contract, instrument or obligation, except as have been disclosed in writing to Lender.

 

(d)            There is no event which is, or with notice, or lapse of time, or both, would be a default under this Agreement.

 

(e)            No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any governmental authority or any other Third Party is necessary or required in connection with (i) the execution, delivery or performance by, or enforcement against, the Borrower of this Agreement or any Collateral Document; or (ii) the grant by the Borrower of the Liens granted by it pursuant to this Agreement and the Collateral Documents; (iii) the perfection or maintenance of the Liens created under this Agreement and the Collateral Documents (including the first priority nature thereof).  Further, no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any governmental authority or any other Third Party is necessary or required by or with regard to Borrower in connection with the exercise by Lender or any of its Affiliates of its rights under this Agreement and the Collateral Documents or the remedies in respect of the Collateral or the Custodial Collateral, as applicable, pursuant to this Agreement or the Collateral Documents.

 

(f)             The Borrower is the legal and beneficial owner of the Collateral and the Custodial Collateral granted or purported to be granted by it free and clear of any Lien, claim, option or right of others, except for the security interest created under this Agreement and the Collateral Documents.  No effective financing statement or other instrument similar in effect covering all or any part of such Collateral or Custodial Collateral or listing the Borrower or any trade name of the Borrower as debtor is on file in any recording office, except such as may have been filed in favor of Lender and its Affiliates relating to this Agreement of the Collateral Documents.

 

(g)            This Agreement and the Collateral Documents create in favor of Lender and its Affiliates a valid security interest in the Collateral and the Custodial Collateral granted by the Borrower, securing the payment of the respective obligations set forth in Sections 4.5, 4.9 and Section 17, if applicable, all filings and other actions (including, without limitation, (i) actions necessary to obtain control of Collateral or the Custodial Collateral, as applicable, as provided in Sections 9-104, 9-105, 9-106 and 9-107 of the UCC; and (ii) actions necessary to perfect the security interest of Lender and its Affiliates with respect to the Collateral or the Custodial Collateral, as applicable, evidenced by a certificate of title) necessary to perfect the security interest in the Collateral and Custodial Collateral granted by the Borrower have been duly made or taken and are in full force and effect; and such security interest is first priority.

 

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Part B – Representations Regarding Loans

 

9.9            The Borrower represents and warrants that, with respect to each Loan, it has made an independent determination that the terms of such Loan, including but not limited to the fees as will be agreed upon pursuant to Section 8.6 or otherwise payable with respect to each Loan, are acceptable to the Borrower, notwithstanding any more favorable terms available for borrowing Equivalent Securities by other means.  The Borrower further represents, warrants, and agrees that with respect to any Loans made by Lender or its Affiliates to the Borrower, notwithstanding any provisions of the SLAA to the contrary, Lender shall have no obligation or responsibility (x) to share with the Borrower, or reimburse or indemnify the Borrower for, any deficiencies or shortfalls in net income generated by the investment of cash Collateral to pay or fund the agreed-upon fees, rebates, or other payments due to Lender by the Borrower with respect to such Loans, or (y)  to indemnify or reimburse the Borrower for any cash Collateral received by Borrower under the SLAA that is not transferred to the Lending Agent for investment pursuant to the terms of the SLAA.

 

9.10          The Borrower acknowledges that it is aware that Lender’s Agent under the SLAA, is or may be deemed to be the same legal entity as Lender, notwithstanding the different designations used herein and therein or the dual roles assumed by Lender hereunder and thereunder.  The Borrower represents that the powers granted in the SLAA to Lender, as agent, to lend securities owned by the Borrower (including, in legal effect, the power granted to Lender to make loans of securities to itself), are given expressly for the purpose of averting and waiving any prohibitions upon such lending and the powers contemplated under the SLAA, and that transactions effected pursuant to and in compliance with the SLAA and this Agreement will not constitute a breach of any trust or any fiduciary or other duty by Lender.  The Borrower further acknowledges that it has granted Lender the power to effect securities lending transactions with Lender and other powers assigned to Lender under the SLAA and Borrower has entered into this Agreement, as a result of the Borrower’s desire to increase the opportunity for it to lend securities held in its account on fair and reasonable terms to qualified borrowers, and for it to borrow securities from Lender as principal on terms acceptable to the Borrower, without such loans and borrowings being considered a breach of any fiduciary or other duties by Lender or is Affiliates.

 

9.11          Borrower represents and warrants that either (a) it is not (i) an employee benefit plan subject to Title I of ERISA, (ii) a plan subject to Section 4975 of the Code or (iii) otherwise deemed to be “plan assets” subject to Title I of ERISA or Section 4975 of the Code or (b) the entry into, maintenance and performance of this Agreement and the transactions contemplated thereby do not and will not constitute a non-exempt prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code by reason of the availability of Section 408(b)(17) of ERISA, Department of Labor Prohibited Transaction Exemption (“PTE”) 84-14, PTE 96-23, PTE 91-38, or another statutory, class or individual exemption.

 

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10.            Covenants .

 

Part A – General Covenants

 

10.1                          If the Borrower is neither a Broker-Dealer nor a Bank, upon execution of this Agreement, the Borrower shall deliver to Lender the Borrower’s most recent available financial information, including (without limitation) the most recent available audited and unaudited statements of the Borrower’s that the Borrower is required to provide to any governmental agency or self-regulatory body.  As long as any Loan or Collateral Advance is outstanding under this Agreement, the Borrower will promptly deliver to Lender all such financial information that is subsequently available, and any other financial information or statements that Lender may reasonably request.

 

10.2          For the avoidance of doubt, Borrower agrees to be liable as principal with respect to all of its obligations, liabilities and undertakings hereunder with respect to the Loans and the Collateral Advances.

 

10.3          The Borrower agrees, promptly upon the request of Lender (a) to correct any material defect or error that may be discovered in this Agreement or in any Collateral Document or in the execution, acknowledgment, filing or recordation thereof, and (b) at the expense of the Borrower, to do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as Lender or any of its Affiliates may reasonably require from time to time in order to (i) carry out more effectively the purposes of this Agreement, including without limitation the execution and delivery of any Collateral Documents and any assignment of this Agreement to an Affiliate of the Lender pursuant to Section 26, (ii) to the fullest extent permitted by Applicable Law, subject any of the Borrower’s properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of this Agreement and the Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of this Agreement or any of the Collateral Documents and any of the Liens intended to be created thereunder and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto Lender or any of its Affiliates the rights granted or now or hereafter intended to be granted to them under this Agreement, any Collateral Document or under any other instrument executed in connection with this Agreement or any Collateral Document to which the Borrower is or is to be a party.

 

Part B – Covenants Regarding Loans

 

10.4          Borrower agrees to cause every Letter of Credit delivered by it and constituting Collateral hereunder, to be renewed or replaced by Collateral (including, without limitation, a renewed or replacement Letter of Credit) satisfactory to Lender at least three Business days prior to the scheduled expiration date of such Letter of Credit or at any time in the event that Lender otherwise reasonably determines that such Letter of Credit shall no longer constitute Collateral.

 

10.5          The Borrower covenants that it shall ensure that this Agreement and all instruments of transfer of any Securities provided or returned pursuant to the terms of this Agreement have been duly stamped in accordance with all applicable legislation.

 

10.6          The Borrower covenants that at all times it shall, to the extent to which it is capable of doing so, comply with those provisions of all relevant tax legislation concerning the taxation of securities lending arrangements so that neither Lender or any Custodian incurs any

 

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Taxes arising out of the provision of Borrowed Securities to the Borrower and the return of Equivalent Securities.

 

10.7          The Borrower covenants that, at all times, the purposes for which securities are borrowed hereunder shall comply with Applicable Law.

 

Part C –Covenants Regarding Collateral Advances

 

10.8          The Borrower covenants that the proceeds of any Collateral Advance shall be used only to provide cash Collateral for a Loan under this Agreement.  In any event, the proceeds of the Collateral Advances may not be used directly or indirectly to purchase or carry any “margin stock” as that term is defined in Regulation U of the Board of Governors of the Federal Reserve System, or extend credit to or invest in other parties for the purpose of purchasing or carrying any such “margin stock,” or to reduce or retire any indebtedness incurred for such purpose.

 

10.9          The Borrower shall not create, incur, assume or suffer to exist any Lien upon any of the Custodial Collateral, whether now owned or hereafter acquired, or file or suffer to exist under the UCC of any jurisdiction a financing statement that names the Borrower as debtor, or suffer to exist any security agreement authorizing any secured party thereunder to file such financing statement, other than the following:

 

(a)            Liens and security interests in favor of Lender or such of the Lender’s Affiliates as the Lender requires under Section 10.3.

 

(b)            Liens for taxes not yet due.

 

10.10        If any Collateral Advances are outstanding, the Borrower covenants to promptly notify Lender in writing of:

 

(a)            Any lawsuit over Five Million U.S. Dollars (US$5,000,000) against the Borrower.

 

(b)            Any substantial dispute between any governmental authority and the Borrower.

 

(c)            Any Event of Default under this Agreement, or any event which, with notice or lapse of time or both, would constitute an Event of Default.

 

(d)            Any material adverse change in the Borrower’s operations, properties or prospects, or ability to repay any of the amounts owed under this Agreement.

 

(e)            Any change in the Borrower’s name, legal structure or principal place of business.

 

10.11        The Borrower agrees that it will not sell, assign or otherwise dispose of, or grant any option with respect to, any of the Relevant Liquid Custodial Collateral, if doing so

 

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would cause the Borrower to cease to comply with any provision of this Agreement, including but not limited to Sections 6.2, 6.3, 7.4, and 7.5 hereof.

 

11.            Termination of the Loan without Default .

 

11.1          Borrower may cause the termination of a Loan, at any time, by returning the Borrowed Securities to Lender.

 

11.2          Lender may cause the termination of a Loan by giving notice of termination of such Loan to Borrower prior to the close of business on any Securities Trading Day.  Upon such notice, Borrower shall deliver Borrowed Securities to Lender no later than the earlier of:

 

(a)            the end of the customary delivery period for such securities; or

 

(b)                                  except as otherwise agreed in the Applicable Appendix, the close of the third Securities Trading Day following the day on which Lender gives notice of termination of such Loan to Borrower. For purposes of determining the Securities Trading Day on which Borrowed Securities must be returned to Lender, the first Securities Trading Day shall be the Securities Trading Day that follows the Securities Trading Day on which notice is given.

 

11.3          Borrower’s delivery of the Borrowed Securities to Lender pursuant to

Section 11.1 or 11.2 shall be made by a method permitted under Section 4.1.  Consistent with market timing applicable to the relevant Collateral and no later than the close of the Collateral Transfer Day that next follows the Securities Trading Day upon which Borrower so returns the Borrowed Securities to Lender, Lender shall redeliver the Collateral with respect to such Loan (as adjusted pursuant to Section 7) to Borrower.  If the Collateral is a Letter of Credit, the return of the Borrowed Securities shall be considered final settlement payment.

 

12.            Events of Default .

 

Part A – Loan Events of Default

 

12.1          All Loans between Borrower and Lender may (at the option of the non defaulting Party, exercised by notice to the defaulting Party) be terminated immediately upon the occurrence of any one or more of the following events or any of the events listed in Section 12.2 (individually, each such event an “ Event of Default ”):

 

(a)            if either Party fails to return Borrowed Securities or Collateral as required under this Agreement;

 

(b)            if either Party fails to make the payment of distributions as required by Sections 4.8 and 5.3 hereof and such default is not cured within one Business Day of notice of such failure to Borrower or Lender, as the case may be;

 

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(c)            if either Party makes a general assignment for the benefit of creditors, or admits in writing its inability to pay its debts as they become due, or files or becomes subject to a petition in bankruptcy or is adjudicated as bankrupt or insolvent, or files or becomes subject to a petition seeking reorganization, liquidation, dissolution or similar relief under any present or future law or regulation, or seeks, consents to or acquiesces in the appointment of any trustee, receiver, or liquidator of it or any material part of its properties;

 

(d)            if Borrower (if it is neither a Bank nor a Broker-Dealer) loses any legal authority necessary to take any actions contemplated for it under this Agreement;

 

(e)            if it is found that the Borrower has made a material misrepresentation of its financial condition;

 

(f)             if Borrower breaches any covenants, representations, or agreements herein;

 

(g)            if a final judgment for the payment of money shall be rendered against Borrower and such judgment shall not have been discharged or its execution stayed pending appeal within sixty (60) days of entry or such judgment shall not have been discharged within sixty (60) days of expiration of any such stay.

 

Part B – Collateral Advance Events of Default

 

12.2          If any of the events of default listed in Section 12.1 or this Section 12.2 occurs and Borrower is the defaulting Party, Lender may do one or more of the following: (a) stop making any additional Collateral Advances to the Borrower, or (b) declare the unpaid principal amount of all outstanding Collateral Advances, all fees hereunder, all interest accrued and unpaid thereon, if any, and all other amounts owing or payable hereunder or under any Collateral Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; provided, however , that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under any Debtor Relief Laws, the unpaid principal amount of all outstanding Collateral Advances and all interest and other amounts as aforesaid shall automatically become due and payable, in each case without further act of Lender or any of its Affiliates.

 

(a)            the Borrower fails to (i) pay when and as required to be paid herein, any amount of principal of any Collateral Advance, or (ii) pay after the same becomes due, any interest on any Collateral Advance or any other amount payable hereunder or under any Collateral Document;

 

(b)            if, when any Collateral Advances are outstanding, an enforceable first priority perfected security interest on the minimum required Liquid Custodial Collateral specified in this Agreement ceases to be held by at least one of Lender or one of its Affiliates;

 

(c)            if the Borrower fails to pay in a timely manner any fee or pay any tax gross-up due under Section 8 hereof;

 

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(d)            if the Borrower breaches a material term of any other agreement between the Borrower and Lender or its Affiliates including, without limitation, any of the Collateral Documents, or an event of default occurs under any such other agreement;

 

(e)            if there is entered against the Borrower (i) a final judgment or order for the payment, or (ii) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Borrower and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of ten (10) consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; the Borrower or Lender ceases or threatens to cease to carry on its business;

 

(f)             a material adverse change occurs in the Borrower’s financial condition or ability to repay the Collateral Advances;

 

(g)            any government authority takes action that Lender believes materially adversely affects the Borrower’s financial condition or ability to repay the Collateral Advances;

 

(h)            any party holding a security interest in respect of any part of the assets of the Borrower takes any action as a result of a default in connection with the enforcement or proposed enforcement of such security interest;

 

(i)             any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Borrower herein, in any Collateral Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading in a material respect when made or deemed made; or

 

(j)             any material provision of this Agreement or any Collateral Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder, ceases to be in full force and effect; or the Borrower contests in any manner the validity or enforceability of any material provision of this Agreement or any Collateral Document; or the Borrower denies that it has any or further liability or obligation under any provision of this Agreement or any Collateral Document, or purports to revoke, terminate or rescind any provision of this Agreement or any Collateral Document; or this Agreement or any Collateral Document after delivery thereof shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected first priority Lien on the Collateral or Custodial Collateral purported to be covered thereby.

 

13.            Lender’s Remedies on Borrower’s Default .

 

13.1          In the event of any Event of Default by or with respect to Borrower under Section 12 hereof, Lender shall have the right, in addition to any other remedies provided herein or under Applicable Law (without further notice to Borrower), at its option either (a) to purchase a like amount of the Borrowed Securities in any market for such securities or (b) to elect to treat the Borrowed Securities as having been purchased by Borrower at a purchase price equal to the Replacement Value.  Lender may apply the Collateral to the payment of such purchase, after deducting therefrom all amounts, if any, due Lender under this Agreement, including (without

 

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limitation) under Sections 5, and 8 hereof.  In such event, Borrower’s obligation to return the Borrowed Securities shall terminate. The Lender shall not be obligated to assert or enforce any rights, liens or security interest hereunder or to take any action in reference thereto, and the Lender may in its discretion at any time relinquish its rights hereunder as to particular property, in each case without thereby affecting or invalidating its rights hereunder as to all or any other property securing or purporting to secure the Loans.  Borrower shall be liable to Lender for the cost of funds which Lender advances to purchase such securities during any stay on the application of the Collateral (whether such stay is automatic or imposed by a court or other governmental agency).

 

13.2          In the event such purchase price or Replacement Value exceeds the amount of the Collateral, Borrower shall be liable to Lender for the amount of such excess (plus all amounts, if any, due to Lender hereunder) together with interest on all such amounts at the Prime Rate as it fluctuates from day to day, from the date of such purchase or election until the date of payment of such excess.  Lender shall have, as security for Borrower’s obligation to pay such excess, a first security interest in or right of setoff against any property of Borrower then held by Lender (in any capacity) and any other amount payable by Lender (in any capacity) to Borrower, including, without limitation, any property of Borrower then held by Lender under any other securities loan agreement between Lender and Borrower.  The purchase price of securities purchased under this Section 13 shall include brokers’ fees and commissions and all other reasonable costs, fees, and expenses related to such purchase.  Upon satisfaction of all obligations hereunder, any remaining Collateral shall be returned to Borrower.

 

13.3          Upon the occurrence of an Event of Default, in addition to any other remedies available at law or equity or contained in any other agreement between the Borrower, Lender and/or its Affiliates (including without limitation, any Collateral Documents), and whether or not Lender has issued a notice in respect of the Borrowed Securities pursuant to Section 11.2, Lender and its Affiliates may:

 

(a)            obtain possession of any Collateral or any Custodial Collateral which it does not already hold, by any method permitted by law;

 

(b)            sell, transfer, assign, give options to purchase, or otherwise dispose of and deal with the Collateral or Custodial Collateral or any part thereof;

 

(c)            notify any parties obligated to make any payments or Distributions in respect of Collateral or Custodial Collateral to make payment or delivery thereof to Lender and its Affiliates;

 

(d)            redeem any term deposit receipts, treasury bills, government debt obligations or like instruments comprising part of the Collateral or Custodial Collateral whether or not matured and whether or not there is a penalty or loss of interest arising therefrom;

 

(e)            exercise all voting rights attached to securities comprising part of the Collateral or Custodial Collateral (whether or not registered in the name of Lender or any Affiliate or Custodian) and give or withhold all consents, waivers

 

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and ratifications in respect thereof and otherwise act with respect thereto as though it were the absolute owner thereof;

 

(f)             exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the securities comprising part of the Collateral or the Custodial Collateral as if it were the absolute owner thereof;

 

(g)            comply with any limitation or restriction in connection with any proposed sale or other disposition of the said securities as may be necessary in order to comply with Applicable Laws or regulations or any policies imposed by any stock exchange, securities commission or other governmental or regulatory authority or official, and the Borrower further agrees that such compliance shall not result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall Lender be liable or accountable to the Borrower for any discount in the sale price of the said securities which may be given by reason of the fact that such securities are sold in compliance with any such limitation or restriction;

 

(h)            accept any Collateral or Custodial Collateral in satisfaction of the Loan or Collateral Advance in respect of which such Collateral or Custodial Collateral was provided;

 

(i)             file proofs of claim and other documents in order to have the claims of Lender and its Affiliates lodged in any bankruptcy, winding-up, or other judicial proceeding relating to the Borrower, the Collateral, or the Custodial Collateral; and

 

(j)             exercise in respect of the Collateral or the Custodial Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party upon default under the UCC (whether or not the UCC applies to the affected Collateral or Custodial Collateral) and any other relevant law of applicable jurisdiction.

 

Lender may only exercise its remedies under paragraphs (a), (b), (c), (d), (h), (i) and (j) of this Section 13.3 to the extent necessary to recover any amounts due from the Borrower to Lender or its Affiliates under this Agreement in respect of a Loan or Collateral Advance.

 

13.4          If Lender or its Affiliates have enforced their remedies in whole or in part in respect of any Loan and the Collateral and Custodial Collateral held in respect thereof, or any Collateral Advance and the Custodial Collateral held in respect thereof, Lender shall apply the proceeds received from such enforcement against the obligations of the Borrower to Lender or its Affiliates in respect of such Loan or Collateral Advance and in payment of all other amounts, if any, due by the Borrower to Lender and its Affiliates under this Agreement, including (without limitation) Sections 5, 6, 7 and 8, hereof.  If the said proceeds of enforcement are insufficient to satisfy the said obligations, the Borrower shall be liable to Lender and its Affiliates for the

 

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amount of the deficiency, together with interest thereon at the Default Rate until the date of payment.

 

13.5          (a)            The Borrower acknowledges that in the case of Collateral, or Custodial Collateral consisting of securities, the securities are of a type customarily sold on a recognized market, and accordingly the Borrower agrees that Lender or its Affiliates may sell the securities pursuant to this Agreement on a recognized market without notice to the Borrower.

 

(b)            The Borrower acknowledges that any sale of securities by Lender or its Affiliates pursuant to this Agreement must occur in compliance with the relevant provisions of the U.S. Securities Act of 1933 (as amended from time to time) and, to the extent applicable, similar legislation in other jurisdictions (“ Securities Laws ”).  Subject to applicable securities laws, Lender or its Affiliates shall sell securities on the public market or markets on which such securities regularly trade, unless it is commercially unreasonable to effect such a sale.  If sale on a public market is not commercially reasonable, Lender or its Affiliates may sell such securities pursuant to one or more private sales to a restricted group of purchasers who may be obliged to agree, among other things, to acquire securities as principal and to comply with certain resale restrictions.  Lender or its Affiliates shall be under no obligation to delay a sale of securities for any period of time in order to permit the issuer thereof or any other Person to qualify such securities for public sale under Securities Laws.  Lender or its Affiliates shall be under no obligation to sell securities as a “control block” or at a premium to the “market price”, as defined under applicable Securities Laws.  The Borrower acknowledges that any private sale may result in prices and other terms which may be less favorable than a public sale or a control block sale; and the Borrower agrees that any such sale shall not for such reason be considered not to have been made in a commercially reasonable manner.

 

13.6          Lender and its Affiliates shall not be obligated to assert or enforce any rights, Liens or security interests hereunder or to take any action in reference thereto, and may in their discretion at any time relinquish their rights hereunder as to particular property, in each case without thereby affecting or invalidating their rights hereunder as to all or any other property securing or purporting to secure the Loans and the Collateral Advances.

 

13.7          The Borrower hereby irrevocably appoints Lender the Borrower’s attorney in fact, with full authority in the place and stead of the Borrower and in the name of the Borrower or otherwise, from time to time, in Lender’s discretion, to take any action and to execute any instrument that Lender may deem necessary or advisable to accomplish the purposes of this Agreement or any Collateral Document (including without limitation to take all steps as may be required to enable Lender or any it of its Affiliates to realize upon any Collateral or Custodial Collateral which has been delivered to it pursuant to this Agreement or any Collateral Document or transfer or cause to be transferred (whether before or after the occurrence of any Event of Default hereunder) the legal title to such Collateral or Custodial Collateral to Lender or any of its Affiliates or any transferee of the Collateral or Custodial Collateral nominated by Lender).

 

13.8          Anything contained herein to the contrary notwithstanding, Lender may from time to time, when Lender deems it to be necessary, appoint one or more subagents (each a “ Subagent ”) for Lender hereunder with respect to all or any part of the Collateral or the

 

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Custodial Collateral.  In the event that Lender so appoints any Subagent with respect to any Collateral or Custodial Collateral, (i) the assignment and pledge of such Collateral or Custodial Collateral and the security interest granted in such Collateral or Custodial Collateral by the Borrower hereunder shall be deemed for purposes of this Agreement and the Collateral Documents to have been made to such Subagent, in addition to Lender, for the benefit of Lender, as security for the obligations and liabilities (including, without limitation, the Secured Line Obligations or Loan Obligations) purported to be secured hereby and by the Collateral Documents, and (ii) such Subagent shall automatically be vested, in addition to Lender, with all rights, powers, privileges, interests and remedies of Lender hereunder with respect to such Collateral or Custodial Collateral; provided , however , that no such Subagent shall be authorized to take any action with respect to any such Collateral or Custodial Collateral unless and except to the extent expressly authorized in writing by Lender.

 

14.            Setoff .

 

If an Event of Default shall have occurred and be continuing, Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by Lender or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any Collateral Document to Lender or such Affiliate, irrespective of whether or not Lender or such Affiliate shall have made any demand under this Agreement or any Collateral Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of Lender different from the branch or office holding such deposit or obligated on such indebtedness.  The rights of Lender and its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that Lender or its Affiliates may have.  Lender agrees to notify the Borrower promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

 

15.            Borrower’s Remedies on Lender’s Default .

 

In the event of any Event of Default by Lender under Section 12 hereof, Borrower shall have the right to sell an amount of the Borrowed Securities, in the principal market for such securities, that will provide proceeds equal in value to the Market Value of the Collateral on the date of Default.  In such event, Borrower may retain the proceeds of such sale and Lender’s obligation to return the Collateral shall terminate.  In the event the sale price received from such securities is less than the value of the Collateral, Lender shall be liable to Borrower for the amount of any deficiency (plus all amounts, if any, due to Borrower hereunder).  Upon the satisfaction of all of Lender’s obligations hereunder, any remaining Borrowed Securities shall be returned to Lender.

 

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16.            Liability .

 

Notwithstanding any express provision to the contrary herein, neither Party shall be liable for any indirect, consequential, incidental, special, punitive, multiple or exemplary damages, including lost profits, even if such Party has been apprised of the likelihood of such damages occurring.

 

17.            Foreign Jurisdiction Security Provisions .

 

To the extent any Custodial Collateral is located outside the United States, or in any case, if such Custodial Collateral is subject in any respect to the laws of any jurisdiction outside the United States, at the request of the Lender, the Borrower covenants that it shall grant security interests in the Custodial Collateral under the laws of jurisdictions outside the United States and enter into such agreements, make such filings, and take such other actions as may be reasonably required by Lender to take and perfect such security interests to the fullest extent possible under the laws of such jurisdictions.

 

18.            Indemnification .

 

18.1          Borrower hereby agrees to indemnify and hold harmless Lender from any and all damages, losses, costs, liabilities and expenses (including attorneys’ fees) that the Lender may incur or suffer due to the Borrower’s Default, acts or omissions, or other failure of the Borrower to perform its obligations under this Agreement or any act or omission of Borrower or any agent of the Borrower, except to the extent resulting from Lender’s negligence, willful misconduct or fraud.  Borrower further agrees that such indemnity shall apply to any and all costs and Taxes (including, but not limited to, transfer taxes, withholding taxes, stamp duty, financial institutions duty, income tax and capital gains tax) assessed against Lender with respect to any transfer hereunder of the Borrowed Securities or Collateral or incurred by Lender in respect of this Agreement and any transactions arising out of this Agreement.  The right to indemnification under this Section shall survive the termination of any Loan or of this Agreement.

 

18.2          The Borrower shall indemnify and hold harmless Lender acting in its capacity as agent on behalf of Borrower, from and against any damages, losses, costs, liabilities and expenses (including attorneys’ fees) that may arise from its acting as agent pursuant to this Agreement or from any act or omission of the Borrower or any agent of the Borrower, except in the case of negligence, willful default or fraud on the part of Lender as agent.

 

19.            Waiver .

 

The failure of either Party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver or deprive that Party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.  All waivers in respect of an Event of Default must be in writing.

 

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20.                                  Currency Conversion .

 

If it is necessary to convert from a value under one currency to any other currency for any purpose hereunder, the exchange rate used shall be determined by Lender in good faith in accordance with its customary procedures.

 

21.                                  Continuing Agreement; Termination .

 

It is the intention of the Parties hereto that, subject to the termination provisions set forth herein, this Agreement shall constitute a continuing agreement in every respect and shall apply to each and every Loan and Collateral Advance, whether now existing or hereafter effected by Lender at the request of the Borrower.  Borrower and Lender may each at any time terminate this Agreement upon five (5) Business Days written notice to the other to that effect.  The sole effect of any such termination of this Agreement will be that, following such termination, no further Loans and Collateral Advances by Lender shall be made or considered made hereunder, but the provisions hereof shall continue in full force and effect in all other respects until all Loans and Collateral Advances have been terminated and all obligations satisfied as herein provided.

 

22.                                  Notices .

 

Except as otherwise specifically provided herein, notices under this Agreement may be made orally, in writing, or by any other means mutually acceptable to the parties.  If in writing, a notice shall be sufficient if delivered to the Party entitled to receive such notices at the following addresses:

 

Borrower:

 

 

 

 

                            

 

 

                            

 

 

                            

 

 

Attn: [   ]

 

 

 

Lender:

 

State Street Bank and Trust Company

 

 

Securities Finance Division

 

 

One Lincoln Street, SFC 3

 

 

Boston, Massachusetts 02111

 

 

Attn.: Securities Finance Principal

 

Telephone and facsimile notices shall be sufficient if communicated to the Party entitled to receive such notice at the following numbers:

 

If to Borrower:

 

 

 

 

 

 

 

 

 

 

 

 

 

Telephone:

                    

 

 

Facsimile:

                    

 

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If to Lender:

 

State Street Bank and Trust Company

 

 

One Lincoln Street

 

 

Boston, MA 02111

 

 

Telephone:

(6l7) 664-2500

 

 

Facsimile:

(617) 664-2660

 

The parties shall promptly notify each other in writing of any change of address, addressee, telephone number or facsimile number.  Lender shall consider Borrower’s address, addressee, telephone number and facsimile number correct unless Borrower notifies Lender in writing otherwise.

 

23.                                  Interest on Overdue Amounts .

 

The Borrower agrees to pay interest on any amount payable by it under this Agreement during the period that it has become due for payment and remains unpaid.  The interest rate applicable to such outstanding amounts will be the Default Rate.  Interest which is not paid by the Borrower when due for payment may be capitalized by Lender at intervals of thirty days.  Interest is payable on capitalized interest at the rate and in the manner referred to in this Section 23.  The Borrower’s obligation to pay the outstanding amount on the date it becomes due for payment is not affected by this Section 23.  The interest accrues from the date the liability becomes due for payment both before and after any judgment or order until it is paid.

 

24.                                  Securities Contracts .

 

Each Party hereto agrees that this Agreement and the Loans made hereunder shall be “securities contracts” for purposes of the Bankruptcy Code and any bankruptcy proceeding thereunder.

 

25.                                  Superseding Agreement .

 

This Agreement supersedes any other Agreement between the parties concerning loans of securities between the parties hereto.

 

26.                                  Assignments .

 

This Agreement shall not be assigned by either Party without the prior written consent of the other Party; notwithstanding the foregoing, the Lender may assign this Agreement and all of its obligations hereunder to an Affiliate of the Lender not earlier than thirty (30) days after sending written notice to the Borrower to that effect.  Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective heirs, representatives, successors and assigns.

 

27.                                  Miscellaneous .

 

27.1                            This Agreement shall be governed and construed in accordance with the laws of The Commonwealth of Massachusetts. The provisions of this Agreement are severable and the invalidity or unenforceability of any provision hereof shall not affect any other provision of this Agreement.  If in the construction of this Agreement any court should deem any provision

 

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to be invalid because of scope or duration, then such court shall forthwith reduce such scope or duration to that which is appropriate and enforce this Agreement in its modified scope or duration.  The Borrower waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, attachment (both before and after judgment) and execution to which it might otherwise be entitled in any action or proceeding in the Massachusetts state or Federal courts or the courts of any other country or jurisdiction, relating in any way to this Agreement or any Loan, and agrees that it will not raise, claim or cause to be pleaded any such immunity at or in respect of any such action or proceeding. Borrower hereby irrevocably submits to the jurisdiction of any Massachusetts state or federal court sitting in the Commonwealth of Massachusetts in any action or proceeding arising out of or related to this agreement and hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such Massachusetts state or Federal court except that this provision shall not preclude any party from removing any action to federal court.  Borrower hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding.  Borrower consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to Borrower at its address specified in Section 22 hereof or such other address provided to Lender.  Borrower agrees that a final judgment in any such action or proceeding, all appeals having been taken or the time period for such appeals having expired, shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

 

27.2                            This Agreement supersedes any other agreement, with the exception of the SLAA, between the Parties and any representation made by one Party to the other concerning loans of securities between the Parties hereto.

 

27.3                            Each Party hereto hereby irrevocably waives, to the fullest extent permitted by Applicable Law, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Agreement or any other Collateral Document or the transactions contemplated hereby or thereby (whether based on contract, tort or any other theory).  Each Party hereto (a) certifies that no representative, agent, or attorney of any other Person, has represented, expressly or otherwise, that such other Person would not, in the event of litigation, seek to enforce the foregoing waiver and (b) acknowledges that it and the other Party hereto have been induced to enter into this Agreement and the other Collateral Documents by, among other things, the mutual waivers and certifications in this section.

 

28.                                  Appendices.

 

The Parties shall enter into an Appendix to this Agreement with respect to Loans of each specified type of securities to be loaned at a Securities Trading Location and to be secured by specified types of Collateral at a specified Collateral Location.  Each such Appendix for Loans shall be executed by an authorized representative of each Party and shall be substantially in the same form as Exhibit Appendix No. 1 attached hereto.  Each Appendix shall be considered a part of this Agreement and may be modified only as provided in Section 29.

 

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29.                                  Modification .

 

This Agreement shall not be modified, except by an instrument in writing signed by the parties hereto.

 

 

BORROWER:

 

 

 

 

The Credit Suisse Funds listed on Schedule B, severally and not jointly

 

 

 

 

 

 

 

By:

/s/ Michael A. Pignataro

 

 

Name: Michael A. Pignataro

 

 

Title: CFO

 

 

 

 

 

 

 

LENDER:

 

 

 

 

STATE STREET BANK AND TRUST COMPANY

 

 

 

 

 

 

 

By:

/s/Paul F. Lynch,

 

 

Name: Paul F. Lynch, CFA

 

 

Title: Senior Managing Director

 

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SCHEDULE A

 

CUSTODIAL COLLATERAL

 

The following shall, without limitation, constitute Custodial Collateral:

 

(a)                                   all securities (whether certificated or uncertificated) and financial assets, and all dividends, distributions, return of capital, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such securities or financial assets and all warrants, rights or options issued thereon or with respect thereto;

 

(b)                                  all other investment property (including, without limitation, all (A) security entitlements, (B) securities accounts, (C) commodity contracts and (D) commodity accounts) and the certificates or instruments, if any, representing or evidencing such investment property, and all dividends, distributions, return of capital, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such investment property and all warrants, rights or options issued thereon or with respect thereto;

 

(c)                                   all accounts, chattel paper, instruments (including, without limitation, promissory notes), letter-of-credit rights, general intangibles (including, without limitation, payment intangibles) and other obligations of any kind, and all rights now or hereafter existing in and to all supporting obligations and in and to all security agreements, mortgages, Liens, letters of credit and other contracts securing or otherwise relating to the property set forth in this clause (c);

 

(d)                                  all shares of stock and other equity interests, and the certificates, if any, representing such additional shares or other equity interests, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares or other equity interests and all warrants, rights or options issued thereon or with respect thereto;

 

(e)                                   all indebtedness from time to time owed to Borrower and the instruments, if any, evidencing such indebtedness, and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness;

 

(f)                                    all deposit accounts and all funds and financial assets from time to time credited thereto, and all certificates and instruments, if any, from time to time representing or evidencing the deposit accounts;

 

(g)                                  all promissory notes, certificates of deposit, checks and other instruments;

 

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(h)                                  all interest, dividends, distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;

 

(i)                                     all books and records (including, without limitation, printouts and other computer output materials and records) pertaining to any of the foregoing; and

 

(j)                                     all proceeds of, collateral for, income and other payments now or hereafter due and payable with respect to, and supporting obligations relating to, any and all of the foregoing (including, without limitation, proceeds, collateral and supporting obligations that constitute property of the types described in clauses (a) through (i) of this definition) and, to the extent not otherwise included, all (A) payments under insurance (whether or not Lender or its Affiliates is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing, and (B) cash.

 

Prior to 10 a.m. Boston Time on each day on which any Loan Obligation is outstanding, the Borrower will deliver to the Lender a schedule (the “Cover Schedule”), in a form reasonably acceptable to the Lender, setting forth all assets of the Borrower (the “Cover Assets”) being identified at such time by the Borrower as “cover” for purposes of satisfying the Borrower’s asset segregation obligations under Section 18 of the 1940 Act, as contemplated by “Securities Trading Practices of Registered Investment Companies,” Investment Company Act Release 10666 (April 18, 1979), and subsequent interpretations thereof by the Securities and Exchange Commission (the “SEC”) and/or the staff of the SEC (the “10666 Cover Requirement”).  The Cover Schedule shall specifically identify: (i) all Cover Assets (by CUSIP number or other appropriate identifying information) that are being used at such time to satisfy the 10666 Cover Requirement of the Borrower with respect to all Loan Obligations (the “Loan Obligation Cover Assets”); (ii) all Cover Assets (by CUSIP number or other appropriate identifying information) that are being used to satisfy the 10666 Cover Requirement applicable at such time, if any, with respect to each other obligation of the Borrower (the “Other Cover Assets”); and (iii) the market value at such time of the Loan Obligation Cover Assets, the Other Cover Assets and the Borrower’s total assets.  Unless the Lender shall have objected to the information set forth in the Cover Schedule within twenty-four (24) hours of the receipt thereof, the Cover Schedule shall be deemed to have been accepted by the Lender.  Thereafter and until such time as a new Cover Schedule is delivered and deemed accepted by the Lender, the term “Custodial Collateral” shall exclude the Other Cover Assets identified on such Cover Schedule.  The Borrower acknowledges that the Lender has a security interest as provided in Section 4.9 with respect to all Custodial Collateral that has not been expressly identified as Other Cover Assets on the Cover Schedule.

 

37



 

SCHEDULE B

 

LIST OF BORROWERS

 

Company

 

Portfolio

 

Tax ID

 

Tax Year-
End

Credit Suisse Trust

 

International Equity Flex I Portfolio

 

137066581

 

12/31

 

 

International Equity Flex III Portfolio

 

133890449

 

12/31

 

 

U.S. Equity Flex I Portfolio

 

137125856

 

12/31

 

 

International Equity Flex II Portfolio

 

133890452

 

12/31

 

 

U.S. Equity Flex III Portfolio

 

134042374

 

12/31

 

 

U.S. Equity Flex II Portfolio

 

133839332

 

12/31

 

 

U.S. Equity Flex IV Portfolio

 

134181634

 

12/31

 

38



 

EXHIBIT 1

 

APPENDIX

 

to the SECURITIES LENDING AND SERVICES AGREEMENT

dated the        day of April,  2009 (the “Agreement”)

between STATE STREET BANK AND TRUST COMPANY (“Lender”)

and each of the Credit Suisse Funds listed on Schedule B (each, a “Borrower”)

 

Pursuant to Section 28 of the Agreement, Lender and Borrower enter into this Appendix to govern certain aspects of those Loans that are hereafter made under the Agreement and which are described as follows:

 

Type of Securities :

 

Securities Trading Location :

 

Clearing Organization (if applicable):

 

(a)                                   for purposes of the transfer of Non-Cash Collateral (see Section 4.1(f)):

 

(b)                                  for purposes of the transfer of Borrowed Securities (see Section 5.1(b) and (c)):

 

Collateral Location :

 

The following provisions of this Appendix relate, respectively, to the following Sections of the Agreement.

 

Section of

 

 

Agreement

 

Terms specified by this Appendix

 

 

 

 

 

Cash Collateral means Collateral in the lawful currency of the Collateral Location, unless a different currency is agreed to by the parties.

 

 

 

 

 

The Default Rate shall be the Prime Rate, unless a different rate is specified by Lender.

 

 

 

 

 

The Minimum Margin Amount will be determined by multiplying the Market Value of the Borrowed Securities by one hundred two percent (102%) or such higher percentage as is required by Lender from time to time.

 

 

 

4 .1

 

No later than the Collateral Transfer Day that is one Collateral Transfer Day prior to the Securities Trading Day upon which the Borrowed Securities are to be

 

39



 

 

 

transferred to Borrower as a Loan, Borrower shall deliver to the Lender Collateral with a Collateral Value not less than the Minimum Margin Amount.

 

 

 

 

 

In addition to the types of Collateral specified in Section 4.1, certain other types of Collateral (delivered in the method specified) may be acceptable if agreed to by the Parties with respect to a Loan pursuant to Section 3.1.  Agreement as to acceptable forms of Collateral may be made by the following means of communication: telephonic communication, facsimile, electronic mail, in writing or other means mutually acceptable to the Parties.

 

 

 

4.8

 

Notwithstanding Section 4.8, Borrower acknowledges that distributions on Non-Cash Collateral may be afforded different treatment than Borrower would have been so entitled had it not delivered the Collateral to Lender, and hereby agrees not to claim Lender or any relevant Client for any disparate treatment as a result of its receiving the distribution from Lender (as opposed to a distribution from issuer directly).  In addition, Lender shall reduce the amount of such distributions paid to Borrower by any withholding or other taxes imposed or assessed with respect to such distributions.

 

 

 

 

 

Distributions on Non-Cash Collateral are to be delivered to Borrower in the currency in which such distributions are made by the issuer of such security, unless a different currency is specified here:

 

 

 

 

 

Such other currency as agreed to by the Parties.

 

 

 

5.1(c)

 

In addition to the methods of delivering the Borrowed Securities specified in Section 5.1, certain other methods may be acceptable if agreed to by the parties with respect to a Loan pursuant to Section 3.1.

 

 

 

5.3

 

Cash Distributions on Borrowed Securities are to be delivered to Lender in the currency in which such distributions are made by the issuer of the Borrowed Securities, unless a different currency is specified here:

 

 

 

 

 

Such other currency as agreed to by the Parties

 

 

 

7.3(b)

 

If the Collateral Location is not in the United States, the Notice Deadline shall be the customary notice deadline required in order to assure that Collateral shall be delivered by the close of the Collateral Transfer Day (“Delivery Deadline”).  If notice is given after the Notice Deadline, then the Delivery Deadline shall be no later than the close of the next Collateral Transfer Day (determined by the time of the Collateral Location).

 

 

 

8

 

All fees to be paid by Borrower to Lender shall be paid in U.S. Dollars or such other currency as agreed to between the Parties.

 

40



 

11.2(b)

 

Section 11.2(b) is hereby amended to read as follows:

 

 

 

 

 

“(b)                            the close of the third Securities Trading Day following the day on which Lender gives notice of termination of such Loan to Borrower.  For purposes of determining the Securities Trading Day on which Borrowed Securities must be returned to Lender, the first Securities Trading Day shall be the Securities Trading Day that follows the Securities Trading Day on which notice is given.”

 

 

 

17

 

[Add Security Interest Language Per Law of Applicable Jurisdiction]

 

 

 

 

 

[ADD LANGUAGE TO AUTHORIZE STATE STREET TO ACT AS AGENT OF CLIENT WITH RESPECT TO CERTAIN TRANSACTIONS WITH CREST (E.G. DBV TRANSACTIONS)]

 

 

DATED this           day of                            , 200  

 

 

 

BORROWER:

EXHIBIT - DO NOT SIGN HERE

 

 

 

 

Name:

 

 

 

 

 

 

By:

 

 

 

 

 

 

Title:

 

 

 

 

 

 

 

 

 

LENDER:

STATE STREET BANK AND TRUST COMPANY

 

 

 

 

 

 

 

Name:

 

 

 

 

 

 

By:

 

 

 

 

 

 

Title:

 

 

 

41


Exhibit 99.(j)(1)

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our report dated February 24, 2009, relating to the financial statements and financial highlights which appears in the December 31, 2008 Annual Report to Shareholders of U.S. Equity Flex I Portfolio, a portfolio of the Credit Suisse Trust, which is also incorporated by reference into the Registration Statement.  We also consent to the references to us under the headings “Independent Registered Public Accounting Firm and Counsel” and “Financial Highlights” in such Registration Statement.

 

 

/s/ PricewaterhouseCoopers LLP

 

Baltimore, Maryland

April 27, 2009

 



 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our report dated February 24, 2009, relating to the financial statements and financial highlights which appears in the December 31, 2008 Annual Report to Shareholders of International Equity Flex I Portfolio Portfolio, a portfolio of the Credit Suisse Trust, which is also incorporated by reference into the Registration Statement.  We also consent to the references to us under the headings “Independent Registered Public Accounting Firm and Counsel” and “Financial Highlights” in such Registration Statement.

 

 

/s/ PricewaterhouseCoopers LLP

 

Baltimore, Maryland

April 27, 2009

 

2



 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our report dated February 24, 2009, relating to the financial statements and financial highlights which appears in the December 31, 2008 Annual Report to Shareholders of International Equity Flex II Portfolio, a portfolio of the Credit Suisse Trust, which is also incorporated by reference into the Registration Statement.  We also consent to the references to us under the headings “Independent Registered Public Accounting Firm and Counsel” and “Financial Highlights” in such Registration Statement.

 

 

/s/ PricewaterhouseCoopers LLP

 

Baltimore, Maryland

April 27, 2009

 

3



 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our report dated February 24, 2009, relating to the financial statements and financial highlights which appears in the December 31, 2008 Annual Report to Shareholders of U.S. Equity Flex IV Portfolio, a portfolio of the Credit Suisse Trust, which is also incorporated by reference into the Registration Statement.  We also consent to the references to us under the headings “Independent Registered Public Accounting Firm and Counsel” and “Financial Highlights” in such Registration Statement.

 

 

/s/ PricewaterhouseCoopers LLP

 

Baltimore, Maryland

April 27, 2009

 

4



 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our report dated February 24, 2009, relating to the financial statements and financial highlights which appears in the December 31, 2008 Annual Report to Shareholders of U.S. Equity Flex III Portfolio, a portfolio of the Credit Suisse Trust, which is also incorporated by reference into the Registration Statement.  We also consent to the references to us under the headings “Independent Registered Public Accounting Firm and Counsel” and “Financial Highlights” in such Registration Statement.

 

 

/s/ PricewaterhouseCoopers LLP

 

Baltimore, Maryland

April 27, 2009

 

5



 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our report dated February 24, 2009, relating to the financial statements and financial highlights which appears in the December 31, 2008 Annual Report to Shareholders of International Equity Flex III Portfolio, a portfolio of the Credit Suisse Trust, which is also incorporated by reference into the Registration Statement.  We also consent to the references to us under the headings “Independent Registered Public Accounting Firm and Counsel” and “Financial Highlights” in such Registration Statement.

 

 

/s/ PricewaterhouseCoopers LLP

 

Baltimore, Maryland

April 27, 2009

 

6



 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our report dated February 24, 2009, relating to the financial statements and financial highlights which appears in the December 31, 2008 Annual Report to Shareholders of U.S. Equity Flex II Portfolio, a portfolio of the Credit Suisse Trust, which is also incorporated by reference into the Registration Statement.  We also consent to the references to us under the headings “Independent Registered Public Accounting Firm and Counsel” and “Financial Highlights” in such Registration Statement.

 

 

/s/ PricewaterhouseCoopers LLP

 

Baltimore, Maryland

April 27, 2009

 

7



 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our report dated February 24, 2009, relating to the financial statements and financial highlights which appears in the December 31, 2008 Annual Report to Shareholders of Commodity Return Strategy Portfolio, a portfolio of the Credit Suisse Trust, which is also incorporated by reference into the Registration Statement.  We also consent to the references to us under the headings “Independent Registered Public Accounting Firm and Counsel” and “Financial Highlights” in such Registration Statement.

 

 

/s/ PricewaterhouseCoopers LLP

 

Baltimore, Maryland

April 27, 2009

 

8